Please read these terms and conditions carefully before using Our Service
This order is not an acceptance of any offer to sell but is an offer to purchase which may be accepted only by execution of the acknowledgment copy by Seller and return of such copy to NOAH Technologies Corporation(herein called “NOAH”) within ten (10) days from the date of this order or by other expression of acceptance including performance of this order. Upon acceptance, this order shall constitute the entire agreement between the parties(except for any additional warranties given by Seller) superseding any and all previous communications and negotiations. This purchase order may be for goods and/or services. Conditions relating to the purchase of either on this purchase order shall apply equally to both and any notations are not meant to differentiate between the two. By accepting this purchase order, and/or performing hereunder, Seller agrees to comply fully with the terms and conditions of purchase set forth on both sides of this document and applicable attachments. Acceptance of this purchase order is expressly limited to the terms and conditions of this order and none of Seller’s terms and conditions shall apply in acknowledging this order or in the acceptance of this order. Acceptance by NOAH of the goods, services or work delivered under this purchase order shall not constitute agreement of Seller’s terms or conditions. Seller may not ship under reservation.
NOAH may change from time to time any of the drawings, specifications or instructions for work covered by this purchase order and Seller shall comply with such change notices. If such changes result in a decrease or increase in Seller’s cost or in the time for performance, an adjustment in the price and time for performance may be made by the parties in writing, provided, however, that Seller notifies NOAH of the request for such adjustments within ten(10) days after receipt of the change notice. Changes, amendments, modifications additions, attachments or waivers to the terms and conditions of this order shall be binding on NOAH only if such changes, amendments, modifications, additions, attachments or waivers are in writing and signed by a duly authorized representative of NOAH.
The validity, interpretation and performance of these terms and conditions and any purchase made hereunder shall be governed by the laws of the state of Texas. Seller agrees that at all times it will comply with all applicable federal, state, municipal and local laws, orders and regulations, including but not limited to those affecting or limiting prices, production, purchase, labor, safety, shipping, sale and use of material. If requested by NOAH, Seller agrees to timely certify compliance with such laws in such forms as NOAH may request.
NOAH expressly reserves all rights and remedies which are available to it at law or equity, including, but not limited to, rights and remedies set forth in the Uniform Commercial Code.
Seller agrees to defend, indemnify and hold NOAH and its customers harmless from and against all claims, actions, liabilities, losses and costs and expenses arising out of the injury or death to any person or persons, property damage or loss, or economic injury arising out of this order.
Any failure of NOAH to enforce at any time or for any period of time, any of the provisions of this purchase order shall not constitute a wavier of such provision nor of NOAH’s rights to enforce each and every provision.
All goods and/or services purchased on this order shall be subject to inspection and testing by NOAH or the government at the discretion of NOAH at any reasonable time and from time to time before, during or after production or delivery. If an inspection or test is made by NOAH or the government on the premises of Seller, Seller shall provide all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties. Notwithstanding any payment that may be made, no goods or services are to be deemed accepted until NOAH has had an opportunity to inspect and test them. Any goods which may be defective, show physical signs of damage, or not in accordance with specifications, including, but not limited to quantity, performance or adherence to specifications may be rejected by NOAH.
In addition to its standard warranty, Seller warrants that all goods and/or services supplied are free from any defects in design, material or workmanship and of good and merchantable quality and are free and clear of all liens and encumbrances and good and merchantable title is transferred to Seller.
Seller agrees to defend, at its cost and expense, all claims, demands and actions which may be asserted against NOAH, its successors, assigns and customers(whether direct or indirect) for all alleged patent, trademark and copyright infringement resulting from the use or resale of goods covered by this purchase order and to indemnify and hold NOAH harmless against all costs, expenses(including attorney’s fees) , and judgments related to such claims, demands and actions.
NOAH shall have the right to cancel this order without cause. NOAH’s liability for cancellation of this order without cause shall be limited to Seller’s actual cost for work and materials applicable solely to this order which have been expended when notice of cancellation has been received by Seller. No claim shall be asserted or honored for loss of expected profits or for any consequential or incidental damages due to cancellation. This reimbursement for cancellation shall not exceed the original purchase order price. Cancellation under this provision shall not be deemed a breach of contract. The provision of this paragraph shall not limit or affect the right of NOAH to cancel this order for cause and shall not apply to a cancellation with cause.
The delivery dates indicated by NOAH for the articles, material or work to be supplied under this purchase order are of the essence. Failure to meet agreed upon delivery shall be considered a breach of the contract; furthermore, Seller agrees to pay to NOAH any penalty and damages imposed upon or incurred by NOAH for failure of Seller to deliver articles, material, or work on such delivery dates. It is Seller’s responsibility to comply with the indicated delivery schedule. Goods received in advance of NOAH’s delivery schedule may, at NOAH’s option, be returned at Seller’s expense or be accepted and payment withheld until the scheduled delivery date. NOAH may reschedule the delivery of any unshipped product for later delivery within ninety (90) days of the originally scheduled delivery date.
All goods shall be suitably packed, marked, declared and shipped in accordance with shipping instructions of NOAH and otherwise in accordance with the requirements of common carriers so as to obtain the lowest transportation cost. Seller agrees to comply with all domestic and international shipping laws and regulations regarding the shipping of containers, labeling and applicable declarations. NOAH shall have the right to route all shipments. Routing specified may not be changed without NOAH’s written permission. No charge shall be made to NOAH for packing, boxing, cartage or documentation unless separately itemized on the face hereof; but Seller shall be liable to NOAH for any loss or damage resulting from Seller’s failure to act so as to provide adequate protection during shipment. Risk of loss shall be upon Seller until confirming goods are delivered to and have been inspected and accepted by NOAH. Additional expenses, charges or claims incurred as a result of deviation from the specified route, non-compliance with other shipping instructions, or improper description of the shipment in shipping documents shall be Seller’s responsibility.
Seller is instructed to ship only the quantity specified in this order. However, any deviation caused by conditions of loading, shipping, packaging or allowances in manufacturing processes may be accepted by NOAH according to the overshipment allowance indicated on the face of this order. If no allowance is shown, it shall be zero percent. Noah reserves the right to return any overshipment in excess of the allowance at the Seller’s expense.
Unless specifically indicated on the reverse side hereof, Seller shall insure all shipments. The amount of insurance shall be for the minimum amount that the carrier permits. If the carrier offers a basic insurance coverage at no additional cost, this shall be accepted by Seller and this will be deemed to cover this requirement. If the specified carrier does not offer insurance, the smallest amount of insurance possible should be purchased for this shipment. No payment for insurance over and above that previously described will be made.
Defective material shall be returned freight collect to Seller. Replacement material shall be sent freight prepaid from Seller who will absorb the burden of premium transportation when defect or replacement material places critical time or delivery schedule constraints on NOAH.
NOAH will not accept shipment at any increase in price above that indicated on this order. Any general price decrease announced by Seller in classification or equipment and/or materials, similar to the items described on this order shall automatically reduce the price thereof by a comparable percentage.
Seller hereby certifies that all goods furnished hereunder have been produced in compliance with all applicable requirements or every law, rule or regulation covering such production. NOAH shall have the right to request and Seller shall supply any specified certification or certifications covering any such law, rule or regulation as required by NOAH. NOAH shall have the right to inspect or receive a copy of all quality control and quality assurance documentation as required by NOAH. Seller shall supply all appropriate material safety data sheets to NOAH in a timely manner so that they are at NOAH’s premises before receipt of any hazardous chemical product shipped to NOAH.
It is hereby certified that the above described property is exempt from sales and use tax, unless otherwise noted, for the reason that such property is purchased for resale or will become an ingredient or component part of, or be incorporated into, or used or consumed in, a manufactured product produced for ultimate sale. If the property described on this purchase order is purchased tax exempt and subsequent use makes this property taxable, NOAH will assess and pay tax to the appropriate state. Applicable tax exemption permit numbers are shown on the front.
All orders received and all sales made by NOAH Technologies Corp. (herein called “NOAH”) are expressly conditioned upon the following terms and conditions. Any additional or different terms (except additional provisions regarding shipping instructions whether or not materially different set forth in any purchase order or other communication from Buyer) are objected to and shall not be binding upon NOAH unless specifically accepted in writing by an authorized representative of NOAH.
NOAH warrants that its products conform to the description of such products as provided in NOAH’s catalog, NOAH’s analytical information or other literature, if furnished to Buyer. NOAH’s warranties made in connection with this sale shall not be effective if NOAH has determined, in its sole discretion, that Buyer has misused the products or failed to use them in accordance with NOAH’s instructions. The above warranty is exclusive, and NOAH makes no other warranty, expressed or implied, including any implied warranty of merchantability or fitness for any particular purpose. If NOAH furnishes Buyer with advice or other assistance concerning any product, such advice will not subject NOAH to liability. NOAH’s sole and exclusive liability and Buyer’s exclusive remedy shall be replacement of the product or refund of the purchase price, at NOAH’s sole discretion.
Unless specified differently in writing, all sales are F.O.B. NOAH’s shipping point. Delivery to the carrier constitutes delivery to Buyer. Risk of loss passes to Buyer upon delivery to the carrier. NOAH reserves the right to make partial shipments and shall not be liable for delays beyond its reasonable control.
Buyer may not cancel orders after shipment. Prior to shipment, cancellation requires written notice and payment of applicable cancellation charges. Delivery date changes requested within 30 days of the scheduled shipment are subject to approval. Storage fees may apply for delayed shipments.
Buyer shall hold NOAH harmless from claims arising from compliance with Buyer’s specifications or instructions. NOAH does not convey any patent license by implication or otherwise.
Goods may not be returned without prior written authorization from NOAH and must comply with NOAH’s return instructions.
Technical assistance is provided without warranty. Buyer assumes responsibility for results obtained through its use.
Unless otherwise agreed, shipment quantities within ±10% of the ordered quantity constitute acceptable fulfillment.
Buyer grants NOAH a security interest in products sold until payment has been made in full.
Terms are Net 10 unless otherwise agreed. NOAH reserves the right to require advance payment when warranted by Buyer’s financial condition.
Prices exclude applicable taxes unless otherwise stated. Buyer is responsible for taxes or must provide a valid exemption certificate.
Prices and payment terms are those in effect at the time of shipment unless otherwise agreed in writing.
Products are intended for manufacturing or laboratory research purposes only unless specifically stated otherwise by NOAH. Buyer assumes responsibility for proper testing, use, regulatory compliance, and safe handling of all products.
Buyer shall inspect all goods immediately upon receipt and notify NOAH in writing of any shortages, defects, or nonconformities within five (5) days, or the goods shall be deemed accepted.
