General Terms and Conditions of Sale
All orders are accepted and shipped strictly subject to these General Terms and Conditions unless otherwise specifically waived or subordinated in writing by an authorized representative of NUCMEDCOR (NMC).
1. Pricing, Shipping Charges, Taxes and Duties: Prices are subject to change without notice; any quoted prices shall remain valid for 30 days from date of quotation. Quoted prices include the cost of the item(s), delivery and insurance on a CIP basis (Carriage and Insurance Paid to named destination— INCOTERMS 2000), unless otherwise noted in writing. Quoted prices do not include applicable federal, state or local taxes, nor import duties or related import charges of any kind. Such charges, whether collected and paid by NUCMEDCOR, or paid directly by Customer, are in addition to quoted prices and remain the responsibility of Customer.
2. Shipment Method and Terms: All orders are shipped via ground service, unless otherwise specified. Customer is required to provide specific instructions relating to the person or department responsible for receiving the shipment. All quoted scheduled shipment dates are approximate and subject to delays caused by fire, strike or other labor disturbances, acts of God, shortages of material, failure of supplier to satisfactorily meet scheduled deliveries, or any other factor or event beyond NUCMEDCOR’s reasonable control, none of which factors or events shall give rise to any liability on the part of NUCMEDCOR. In no event shall NUCMEDCOR be liable for consequential or other damages for any delay in delivery.
3. Payment and Impairment of Credit: Net payment in United States dollars (USD), unless otherwise specified in writing, is due thirty (30) days from date of goods delivery as indicated by the courier. Interest at the rate of 10% per annum shall be charged from the 31st day following delivery on any outstanding balances, to date of receipt of good funds in NUCMEDCOR’s bank account. Customer shall be liable for any costs of collection incurred by NUCMEDCOR, including reasonable attorneys' fees. NUCMEDCOR reserves the right to demand cash in advance on any sales. Customer acknowledges that NUCMEDCOR shall retain a valid and enforceable lien interest on all goods delivered until payment in good funds has been received.
4. Certificates of Analysis: Where appropriate, all goods shipped are accompanied by Certificates of Analysis containing information provided to NUCMEDCOR by its manufacturers. The analysis is specific to the actual lot of material shipped and is not a general specification, unless so stated. If customer tests within Warranty Period indicate that the product does not meet or exceed the results indicated in the Certificate of Analysis accompanying the specific shipment, customer must contact NUCMEDCOR immediately and confirm all testing procedures employed so that any discrepancies between the results achieved by the customer and those stated on the Certificate of Analysis may be resolved.
5. Warranty Matters: NUCMEDCOR warrants to Customer, for a period of thirty (30) days after the materials are received by Customer (“the Warranty Period”), that its products meet the specifications described in the Certificate(s) of Analysis accompanying shipment of the goods purchased. NUCMEDCOR does not guarantee any end-use results for any of its products. All claims against NUCMEDCOR for errors, defects or damaged materials must be made by Customer in writing during the Warranty Period. Any claims not satisfying this condition shall be deemed waived. The obligations of NUCMEDCOR under its Warranty shall be limited to replacing defective materials, or allowing credit, at NUCMEDCOR’s option, provided Customer gives NUCMEDCOR prompt notice of the defects during the Warranty Period, and, if required by NUCMEDCOR, returns the goods to NUCMEDCOR. No claim will be allowed by NUCMEDCOR for any materials claimed by the Customer to be defective or unsuitable unless NUCMEDCOR is permitted to examine the product before final use or processing by the Customer. All errors, defects or damaged materials claimed by Customer must be confirmed by NUCMEDCOR's inspection. In the event NUCMEDCOR and Customer are unable to reach an amicable solution to the claim, the goods in question may be examined by a third party acceptable to both NUCMEDCOR and Customer and whose opinion shall be conclusive for purposes of perfecting or rejecting Customer's claim. Goods returned without permission of NUCMEDCOR will not be accepted for credit and will be returned freight collect to Customer. NUCMEDCOR shall have the right to remedy such defects at such time or times as may be reasonable. Customer's exclusive remedy, for any cause or claim whatsoever, including but not limited to alleged breach of warranty, product liability, negligence or otherwise, shall be for money damages in an amount not to exceed the purchase price paid by Customer for the product with respect to which the claim is made. In no event shall NUCMEDCOR be liable for special, incidental or consequential damages, whether Customer's claim is in contract for negligence, strict liability or otherwise. In consideration of the sale of the product to Customer, which sale NUCMEDCOR would not otherwise make, Customer agrees to indemnify and hold NUCMEDCOR harmless from all claims, expenses, losses and liability of any nature whatsoever arising out of Customer's purchase, handling and/or use of the product, whether used alone or in combination with any other substance.
6. Dispute Resolution: In accepting a quotation and subsequent delivery of product(s) from NUCMEDCOR, Customer agrees that any unresolved controversy or claim arising out of or relating to such quotation and subsequent delivery, or other alleged breach or failure on the part of NUCMEDCOR, shall be settled by binding arbitration conducted in San Francisco, California, USA, unless otherwise agreed in writing between the parties. Arbitration shall be conducted in accordance with, and by a single arbitrator appointed pursuant to, the Rules of the American Arbitration Association in effect at the time. Discovery pursuant to California Code of Civil Procedure Section 1283.05 shall be available to the parties. Judgment upon an award rendered pursuant thereto shall be binding and final and may be entered in any court having jurisdiction. Such arbitration shall be final and binding and shall be enforceable by judgment of the Superior Court or similar court having jurisdiction. Notwithstanding any provision of the rules or statutes mentioned above to the contrary, the failure of any party to appear at or participate in any hearing or other portion of any arbitration proceeding pursuant to this section shall not prevent any such hearing or proceeding from going forward, and the arbitrator is empowered to make a decision and/or render an award ex parte which shall be binding on that party as though that party had participated fully in the hearing or proceeding. Each party involved in any arbitration proceeding pursuant to this section shall pay its own expenses in connection therewith. The cost of conducting the arbitration proceeding shall be borne by the losing party.