I. LIMITATION OF LIABILITY FOR SALES
In no event, regardless of cause, shall N1 Architectural Systems, LLC, be liable for any indirect, special, incidental, punitive or consequential damages of any kind, whether arising under breach of contract, tort (including negligence), strict liability or otherwise, and whether based on any sale, even if advised of the possibility of such damages.
II. GENERAL DISCLAIMER FOR ADVERTISING (OFFER OF SALES)
N1 Architectural Systems, LLC, reserves the right to change or discontinue any product identified on its website or catalogs without notice.
N1 Architectural Systems, LLC, advises its customers to obtain the latest version of the relevant information and to verify, before placing orders, that the information being relied upon is current.
N1 Architectural Systems, LLC, assumes no responsibility for infringement of patents or rights of others based on N1 Architectural Systems, LLC, product specifications since N1 Architectural Systems, LLC, is not aware how its customers intend to use or apply its products.
N1 Architectural Systems, LLC, also assumes no responsibility for customers’ use or misuse of N1 products.
The information, material and related graphics available on this site (“Materials”) are provided by N1 Architectural Systems, LLC (“N1”). The following terms govern use of this site. By using this site, you agree that you have read and understood these terms and agree to be bound by these terms, and to comply with all applicable laws and regulations regarding use of this site. If you do not agree to these terms, do not use this site.
N1 operates this site from its offices within the United States. N1 makes no representations that the Materials referenced on this site are appropriate or available for use in other areas of the world. Those who access this site from locations outside the United States are responsible for compliance with applicable local laws. Any claim relating to this site or use of this site will be governed by and interpreted in accordance with the laws of the State of California, without reference to its conflict-of-laws principles. You agree to waive all defenses of lack of personal jurisdiction and forum non–conveniens and agree that process may be served in a manner authorized by applicable law or court rule.
N1 reserves the right to make changes to this site and to these terms at any time. Any change in these terms will be prospective only, unless retroactive effect is legally required. Your continued use of this site will constitute your acceptance of any new or amended terms.
The Materials contained on this site are protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties. Except as stated herein, these Materials may not be reproduced, modified, displayed or distributed in any form or by any means without N1’s prior written consent.
N1 grants permission to download, reproduce, display and distribute the Materials posted on this site solely for informational and non–commercial or personal use, provided that you do not modify such Materials and provided further that you retain all copyright and proprietary notices as they appear in such Materials. N1 further grants to educational institutions (specifically K–12, universities and community colleges) permission to download, reproduce, display and distribute the Materials posted on this site solely for use in the classroom, provided that such institutions identify N1 as the source of the Materials and include the following credit line: “Courtesy of N1.” Unauthorized use of any of these Materials is expressly prohibited by law and may result in civil and criminal penalties. This permission terminates if you breach any of these terms and conditions. Upon termination, you agree to destroy any Materials downloaded from this site.
Warranties and Disclaimers
N1 intends for the Materials contained on this site to be accurate and reliable. These Materials may, however, contain technical inaccuracies, typographical errors or other mistakes. N1 may make corrections or other changes to these Materials at any time. N1 and its suppliers reserve the right to make corrections, modifications, enhancements, improvements and other changes to its products at any time or to discontinue any product without notice.
THE MATERIALS ON THIS SITE ARE PROVIDED “AS IS.” N1 AND ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THESE MATERIALS FOR ANY PURPOSE AND DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THESE MATERIALS, INCLUDING BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON–INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHT.
YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE, PRODUCTS, PRODUCT CONFIGURATIONS, AND OTHER DESIGNS INCLUDED HEREIN ARE PROVIDED AS AN EXAMPLE ONLY AND THAT YOU WILL EXERCISE YOUR OWN INDEPENDENT ANALYSIS AND JUDGMENT IN YOUR USE OF THESE MATERIALS AND PRODUCTS. N1 ASSUMES NO LIABILITY FOR YOUR USE AND INSTALLATION OF THESE MATERIALS OR PRODUCT DESIGNS OR PRODUCT CONFIGURATIONS.
N1 DOES NOT WARRANT OR REPRESENT THAT ANY LICENSE, EITHER EXPRESS OR IMPLIED, IS GRANTED UNDER ANY PATENT RIGHT, COPYRIGHT, MASK WORK RIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY RIGHT OF N1 COVERING OR RELATING TO THESE MATERIALS OR PRODUCTS, OR ANY COMBINATION, MACHINE, OR PROCESS TO WHICH THESE MATERIALS OR PRODUCTS RELATE OR WITH WHICH THESE MATERIALS OR PRODUCTS MAY BE USED.
USE OF THE INFORMATION ON THIS SITE MAY REQUIRE A LICENSE FROM A THIRD-PARTY UNDER THE PATENTS OR OTHER INTELLECTUAL PROPERTY OF THAT THIRD PARTY, OR A LICENSE FROM N1 UNDER THE PATENTS OR OTHER INTELLECTUAL PROPERTY OF N1.
Limitation of Liability
IN NO EVENT SHALL N1 OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION RESULTING FROM USE OF THIS SITE OR ARISING OUT OF THE USE OR PERFORMANCE OF THE MATERIALS OR PRODUCTS AVAILABLE ON THIS SITE, REGARDLESS OF WHETHER N1 OR AN AUTHORIZED N1 REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Specific Notice Regarding Links to Third Party Sites
Certain links provided herein permit you to leave this site and enter non–N1 sites. These linked sites are not under N1’s control. N1 is not responsible for the contents of any linked site or any changes or updates to such sites. N1 is providing these links to you only as a convenience. The inclusion of any link does not imply endorsement by N1 of any linked site.
N1’S PUBLICATION OF INFORMATION REGARDING THIRD–PARTY PRODUCTS OR SERVICES DOES NOT CONSTITUTE AN ENDORSEMENT REGARDING THE SUITABILITY OF SUCH PRODUCTS OR SERVICES OR A WARRANTY, REPRESENTATION OR ENDORSEMENT OF SUCH PRODUCTS OR SERVICES, EITHER ALONE OR IN COMBINATION WITH ANY N1 PRODUCT OR SERVICE.
Specific Notice Regarding Products Purchased Over This Site
Unless otherwise specified, products purchased from this site are subject to N1’s Standard Terms and Conditions of Sale, which should be reviewed carefully before placing an order.
STANDARD TERMS AND CONDITIONS OF SALE
TERMS & CONDITIONS OF SALE. The goods that are the subject of a sale by N1 Architectural Systems, LLC, ("N1") to Buyer are referred to as the "Products." All sales of Products by N1 are governed by and subject to (a) N1’s quotation, order acknowledgement, or a separate written agreement signed by an authorized representative of N1, as applicable, and (b) these terms and conditions, whether or not they are specifically referenced in or incorporated by N1’s quotation, order acknowledgement, or the separate written and signed agreement. Any irreconcilable conflict between these terms and conditions and any terms in N1’s quotation, order acknowledgement, or a separate written and signed agreement shall be resolved in favor of the quotation, order acknowledgement, or the separate written and signed agreement. N1’s acceptance of Buyer's purchase order shall not constitute acceptance of any of Buyer's terms and conditions. TERMS ADDITIONAL TO OR DIFFERENT FROM THESE TERMS AND CONDITIONS, INCLUDING BUT NOT LIMITED TO TERMS CONTAINED IN BUYER'S PURCHASE ORDER OR BUYER'S STANDARD TERMS AND CONDITIONS OF PURCHASE, ARE DEEMED MATERIAL AND HEREBY REJECTED UNLESS OTHERWISE ACCEPTED BY N1 IN WRITING.
BUYER'S ASSENT TO THESE TERMS AND CONDITIONS. Buyer's assent to these terms and conditions shall be conclusively presumed from Buyer's (1) use and ordering on N1’s website and/or use of N1’s web-based purchase order, (2) receipt of N1’s order acknowledgment without written objection sent to N1 within ten (10) days after receipt of the order acknowledgement, (3) instructing N1 to begin work or ship any of the Products after receipt of N1’s order acknowledgement, (4) acceptance of or payment for all or any part of the Products, or (5) taking any other action evidencing Buyer's acceptance of the benefits of the agreement between the parties. N1 may commence performance in reliance upon Buyer's acceptance of these terms and conditions, and N1 will not be obligated to fulfill an order or request for the Products unless N1 affirmatively acknowledges the order. BUYER AND N1 AGREE THAT THESE TERMS AND CONDITIONS ARE ACCEPTED IN GOOD FAITH BY BOTH PARTIES AS THE CONTROLLING AND FINAL TERMS AND CONDITIONS.
ENTIRE AGREEMENT. Except as otherwise agreed to by N1 in writing, the terms and conditions set forth herein, together with N1’s quotation, order acknowledgement, or a separate written and signed agreement, as applicable, shall constitute the complete and final agreement between N1 and Buyer (the "Agreement"), superseding completely any prior oral or written communications.
MODIFICATION. No modification of this Agreement or waiver of any of its terms will be binding on N1 unless clearly expressed in writing and signed by an authorized representative of N1. This paragraph excludes, among other things, purported modifications and waivers by oral agreement, course of performance, and usage of trade. N1 and Buyer expressly agree that N1 may modify these terms and conditions from time to time, and such modifications shall be binding upon Buyer.
DELIVERY. Delivery dates are approximate. The failure to meet an indicated delivery date will not constitute a breach of this Agreement. In no event shall N1 be liable for any claims for labor or for any special, indirect, incidental, or consequential damages including, but not limited to, demurrage charges, cost of shipment, downtime, lost profits (whether direct or indirect), lost sales, or any other damages resulting from delay in delivery. If N1’s production or delivery is delayed, N1 may allocate production and delivery among its customers in a manner it deems reasonable. N1 reserves the right to change or redesignate any product source listed in this Agreement. ACCEPTANCE OF THE PRODUCTS BY BUYER UPON DELIVERY SHALL CONSTITUTE A WAIVER BY BUYER OF ANY CLAIM FOR DAMAGES ON ACCOUNT OF DELAY IN DELIVERY OR PERFORMANCE.
SHIPMENT AND RISK OF LOSS. All deliveries shall be by the United States Postal Service, United Parcel Service, Federal Express or other reputable national or international delivery service or other carrier from N1’s facility, freight prepaid or freight collect to destination. Unless otherwise agreed in writing, N1 may, in its sole discretion, select the shipping method, the carrier and the applicable freight charges. If Buyer desires to pick up the Products at N1’s facility, Buyer must contact N1 to arrange a mutually convenient time for pick up. Buyer shall indemnify and hold harmless N1 from and against any claims, damages or liabilities suffered by N1 resulting from any acts or omissions of carrier. Title to the Products and risk of loss to the Products and Service Items shall pass to the Buyer at the point of shipment from N1’s facility, whether freight prepaid or freight collect to destination, regardless of which party selects the carrier and arranges the freight charges or particulars of shipment. Risk of loss for damage or delay in transit shall be borne by Buyer. Buyer shall file and pursue any claims directly with the carrier related to loss, damage or delay in transit, and Buyer shall not assert such claims against N1 or deduct from amounts owing to N1.
RELEASE OF GOODS FOR SHIPMENT. Buyer must release the Products for shipment within twenty (20) days after N1 notifies Buyer that those items are ready for shipment. After such 20-day period, Buyer will pay a holding charge determined in good faith by N1 and/or N1 may ship the Products to Buyer without further notification. Buyer agrees to accept delivery of all shipped Products and to pay the applicable price. N1 has the right to sell or scrap any Products without notice to Buyer if Buyer has not released the Products for shipment within forty-five (45) days after N1 notifies Buyer that the Products are ready for shipment, and Buyer shall be responsible for any difference between the agreed purchase price and the sale price or the scrap allowance.
CANCELLATIONS BY BUYER. "Cancellation Costs" include all labor, materials, overhead, general and administrative costs, restocking charges, surcharges levied on material by outside suppliers, sub-vendor cancellation charges, excess inventory charges, value of storage space, inventory tax charges, banking and finance charges, scrapping and disposal fees, and other harm, costs and charges incurred directly or indirectly by N1 in connection with a cancellation of an order for the Products. Buyer is not entitled, without N1’s prior written consent, which may be withheld or conditioned in N1’s sole discretion, to cancel delivery of the Products for all or any part of an order at any time after purchase. N1 may treat as a cancellation any proposed delay greater than 60 days. If N1 consents to the cancellation, Buyer shall pay a cancellation charge in an amount determined in N1’s sole discretion to reflect all applicable Cancellation Costs, including, at a minimum, a storage charge, inventory carrying costs, financing costs associated with the finished Products, work in process and raw materials, and costs of inactive labor, from the original purchase date until the time of delivery or performance. The Cancellation Charge may also include, at N1’s sole discretion, a reasonable and equitable profit for N1. If N1’s work on an order requires material from Buyer or a third party, and N1 does not timely receive material that strictly conforms to N1’s requirements, including chemical composition, physical properties and dimensions, N1 may delay performance of or cancel the order without liability.