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STANDARD TERMS AND CONDITIONS

1. Payment Terms
a. Unless otherwise agreed to in writing and except as specified in Subsections 1.b, 1.c, and 1.d hereof, Customer agrees to pay Northern Electronics Automation, Inc. (“Company”) any amounts relating to this Agreement between Company and Customer and/or the sale contemplated herein (the “Charges”) , which Charges shall also include any applicable freight and taxes, as follows:
i. Fifty Percent (50%) of total Charges upon delivery of Customer’s purchase order to Company;
ii. Remaining Fifty Percent (50%) of total Charges upon oral notification to Customer that the merchandise is ready for shipment; and
iii. All payments shall be in United States dollars, cash-in-hand or via cashier’s check or money order drawn on readily available funds made payable to Company.

b. In the alternative, upon Company’s election and subject to prior completion of Company’s Credit Application by Customer and prior approval of that Credit Application by Company, which approval shall be provided in Company’s sole and absolute discretion, Customer agrees to pay Company for the Charges, including all applicable freight and taxes, as follows:
i. Fifty percent (50%) of total Charges upon delivery of Customer’s purchase order to Company;
ii. Forty Percent (40%) of total Charges upon oral notification to Customer that the merchandise is ready for shipment; and
iii. Any remaining amount within thirty (30) days after shipment.
For the purposes of securing payments of the Charges , Company reserves and Customer grants a security interest in the merchandise, pursuant to R.S.A./ 382-A:9-101 et seq. of the State of New Hampshire, until such Charges are fully paid .
c. If Customer is located outside of United States of America, or if Customer wishes to pay by letter of credit, then Customer agrees to pay Company for the Charges, including applicable freight and taxes, as follows:
i. Thirty percent (30%) of total Charges upon delivery of Customer’s purchase order; and
ii. Seventy percent (70%) of total Charges in an irrevocable letter of credit, issued upon terms to be negotiated and confirmed in a written agreement signed by the parties to this Agreement.
d. Company shall not be obligated to ship any merchandise until Company has received the payments due under paragraphs 1(a)(i)-(ii) and 1(b)(i)-(ii) or the payment and letter of credit required under paragraph 1(c)(i)-(ii), as applicable.
e. The are no discounts provided for any payment methods.

2. Shipment Date and Cancellation of Contract.
In the event that Customer cancels this Agreement prior to delivery of the merchandise, Company shall be entitled to retain twenty percent (20%) of the purchase price plus all freight/shipping charges OR an amount as deemed necessary by Company as reasonable liquidated damages for costs and damages incurred by Company under this Agreement, including procuring and preparing the merchandise for shipment (the “Liquidated Damages”). Upon acceptance of the order by Company, Company shall advise Customer of the date by which the merchandise shall be ready for shipment (the “Shipment Date”). Such Shipment Date shall be subject to Section 6 hereof. If by the Shipment Date, Customer is in breach of this Agreement by, for example, failing to pay any amounts, due under Section 1 hereof, then Company also shall be entitled to the damages established in this Section 2. Notwithstanding the foregoing, Customer shall be entitled to the return of the amount by which Customer’s payments to Company exceed the amount to which the Company is entitled as damages, subject to offset to the extent that there are or may be remedies due Company under law and/or in equity including, without limitation, those remedies in R.S.A. 382-A:2-703 et seq. of the Sate of New Hampshire, as allowed by R.S.A. 382-A:2-718(3) of the State of New Hampshire

3. Delivery
Company shall deliver the merchandise F.O.B. Company’s dock (or such other site as the parties may agree upon in writing).

4. Title, Risk of Loss, Security Interest.
Customer shall acquire title to the merchandise upon shipment from Company’s location and shall bear the risk of loss or damage to the merchandise from and after the time of shipment. Notwithstanding the passage of title upon shipment from Company’s location, Company reserves and the Customer grants a security interest in the merchandise to secure payment of the Charges. Should Customer fail to pay all Charges incurred in accordance with section 1 hereof, title to the merchandise shall revest in Company.

5. Perfection of Security Interest.
Customer warrants and covenants that no financing statement covering the merchandise or any part thereof or any proceeds thereof is on file in any public office. At Company’s request, Customer shall execute or join in executing all financing statements or other instruments, in forms satisfactory to Company, that Company deems necessary to perfect its security interest in the merchandise, pursuant to R.S.A. 382-A:9-101 et. seq. of the State of New Hampshire.

6. Delays.
If Company is delayed or prevented from performing its duties under this Agreement due to any cause beyond its reasonable control, then the delay shall be excused during the continuance thereof and, to the extent of such cause, the period of performance shall be extended to allow performance after the cause of delay has been removed.

7. Taxes and Other Charges; DISCLOSURE OF FINANCE CHARGES.
Customer shall be solely responsible to pay (either directly or by reimbursement to Company);
a. All federal, state, municipal or other political subdivision, excise, sales, use, property, occupational or like taxes now in force or enacted in the future. Accordingly, the amounts payable to Company hereunder are subject to an increase to include such taxes that Company may be required to collect or pay, except taxes based on Company’s net income;
b. Telephone and required carrier charges;
c. Shipping, freight, delivery and insurance costs; and
d. A rate charge equal to 1.5% per month of the outstanding amount due; provided, however, that such amount shall not exceed the lawful maximum.

PURSUANT TO N.H. RSA 399-B, THIS CONSTITUTES A DISCLOSURE OF FINANCE CHARGES EQUAL TO 1.5% PER MONTH OR 18% PER ANNUM ON PAST AMOUNTS DUE.

8. Limited Warranty for Reconditioned Merchandise .
NOTE: “As -is” machines are not covered by any type of warranty
Solely to the extent that any merchandise purchased pursuant hereto is quoted and sold by Company with a warranty, (the “Limited Warranty”) Company warrants only non-wear parts of merchandise, including but not limited to electrical, positioning and pneumatic systems, against defects in materials and workmanship, and shall remedy any such defects as follows:
a. As determined necessary in Company’s sole discretion, Company shall repair or replace defective parts at no extra charge, for a period of ninety (90) days from the date of delivery.
b. The Company shall provide labor to repair such merchandise covered by this Limited Warranty for period of thirty (30) days from the date of delivery.
c. This Limited Warranty does not apply to any merchandise or parts thereof damaged or rendered unusable or inoperable as a result of normal wear and tear, such as, but not limited to, tooling and belts, or to damage resulting from negligent or intentional misuse of the merchandise.
d. Customer shall cooperate and work with a Company technician to attempt to resolve any problems with the merchandise over the telephone first, before an on-site call is necessary, in order for this Limited Warranty to be valid and enforceable.
e. Any Customer with little or no training or experience with the subject merchandise must participate in a training program offered by Company in order for this Limited Warranty to be valid and enforceable.
f. This Limited Warranty is limited to the repair or replacement, at Company’s election within its sole discretion, of any parts determined by Company to be defective at the time of purchase.
g. Parts used by Company as replacement under this Limited Warranty may be either new, used or reconditioned.
h. Prior to returning any parts to Company for replacement under this Limited Warranty, Customer must first obtain a Return Authorization number from Company. In the event that a defective part is not returned to Company within thirty (30) days from the day Company sends a replacement part, the cost of the replacement part shall be charged to Customer and Customer hereby agrees to pay said amount within ten (10) days. Shipping charges for defective parts returned under this Limited Warranty are the sole responsibility of Customer. Method of shipment must be specified when returning parts.
i. Company shall ship any parts provided pursuant to this Limited Warranty within one (1) business day of a request by Customer. By way of further explanation only, Company shall not be under any obligation to ship any such part until the business day following a customer’s request subject to availability. The response time for on-site warranty service will be 48 hours. In most cases, however, Company will try to provide 24-hour response.

9. DISCLAIMER.
UNLESS EXPRESSLY STATED IN WRITING, THE MERCHANDISE IS SOLD “AS IS” IN ITS EXISTING CONDITION WITH NO WARRANTIES OR REPRESENTATIONS WHATSOEVER. THE COMPANY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE RESPONSIBLE FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR ANY LOSS OF PROFIT OR LOSS OF REVENUE.

10. Notices
Any notice to be given pursuant to this Agreement shall be given in writing, personally delivered or sent via certified or registered mail, postage prepaid, to the respective address of the addressee as set forth in this Agreement.

11. Waiver.
The failure to exercise, delay in exercising, or partial exercise by either party of any right under this Agreement shall not operate as waiver thereof . A waiver on one occasion shall not operate as a waiver on other occasions.

12. Severability.
If any term or provision of this Agreement shall, to any extent, be held invalid or unenforceable by a court or other tribunal of competent jurisdiction, then the remainder of this Agreement shall not be affected thereby, and each term and provision shall be valid and enforceable to the fullest extent permitted by law.

13. Governing Law.
This Agreement is made under and shall be governed, construed and interpreted by, and in accordance with, the laws of the State of New Hampshire. All matters relating to this Agreement shall, at Company’s election, be litigated only and exclusively in New Hampshire State courts or federal courts in the District of New Hampshire. Each party hereto expressly agrees to submit to such jurisdiction and venue for all purposes under this Agreement. Notwithstanding the foregoing, Company may seek equitable relief, an injunction, a decree or legal damages in any jurisdiction and venue.

14. Arbitration.
Any controversy or claim arising out of, or relating to, this Agreement (except for claims relating to nonpayment of any type by Customer) shall be settled by arbitration in Manchester, New Hampshire in accordance with the Commercial Arbitration Rules of the American Arbitration Association and judgment upon the award rendered in the arbitration may be entered in any court of competent jurisdiction. By way of further explanation and not limitation, to the extent that Customer has failed to pay the Charges, regardless of amount, Customer shall be barred from demanding arbitration pursuant to this paragraph.

15. Amendment.
This Agreement may only be modified by a written agreement of subsequent date hereto duly signed by persons authorized to sign agreements on behalf of the parties hereto.

16. Headings.
The paragraph headings throughout this Agreement are for reference purposes only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provision of this Agreement.

17. Default.
If Customer fails to pay any Charges when due or otherwise defaults on it obligations, the Customer shall pay all costs and attorneys’ fees incurred by Company and, further, Company shall have the right to terminate this Agreement and any of its duties hereunder immediately upon such nonpayment or default.

18. No Assignment by Customer.
Customer may not assign or transfer this Agreement or any of Customer’s rights or obligations hereunder.

19. Relationship of Parties.
Nothing contained in this Agreement or in the transactions contemplated hereby shall create or be deemed to create any relationship of agency, joint venture or partnership between Company and Customer.

20. Entire Agreement.
Customer acknowledges and agrees that this Agreement, including its preamble, recitals, schedules and Standard Terms and Conditions, contains the complete and exclusive Statement of the Mutual Understanding and Agreement between the parties, and that it supersedes and cancels any and all prior course of dealing, course of performance or usage of trade or oral or written agreements and/or communications relating to the subject matter of this Agreement. The preamble and all recitals and schedules, exhibits and attachments attached hereto are herein incorporated by reference. CUSTOMER ACKNOWLEDGES AND AGREES THAT HE/SHE/IT HAS READ AND UNDERSTAND THE TERMS AND CONDITIONS HEREOF AND SHALL BE BOUND HEREBY.

Rev. October 11, 2006