Invoice Terms and Conditions of Sale
Orders
No contract exists until Buyer places an order for delivery and such order is accepted in writing by Elektro Nordic and Elektro Nordic issues its invoice based on the accepted order, as supplemented by the Elektro Nordic invoice. Orders without signed contracts and without advanced payment have no priority in supply and not covered by shipping time warranty promised in the quotation.
Price
All prices are in EURO. Prices are subject to change at any time prior to Elektro Nordic's acceptance of any order. Prices are for Products only and do not include taxes, shipping charges, freight, duties and other charges or fees. Buyer is responsible for all Additional Fees.
Cancellation
Buyer may not change, cancel or reschedule accepted orders for standard Products without Elektro Nordic's consent. All orders for Products identified by Elektro Nordic as non-standard or "NCNR" may not be cancelled, revoked, rejected (unless non-conforming, as confirmed by Elektro Nordic) or returned.
Delivery
Any estimates of time for delivery made by Elektro Nordic are made in good faith based on information then available, but not guaranteed, and Buyer acknowledges and agrees that Elektro Nordic assumes no liability for any loss, underlying general damages, special damages or consequential damages due to any delays or changes. All orders over the amount of 300.00 EURO shall be subject to an insurance fee payable by Elektro Nordic, unless Buyer has supplied Elektro Nordic with a current insurance binder with Buyer’s transit policy limit and with Elektro Nordic named as an additional insured. All shipments shall be F.O.B. at the originating shipping point. In the absence of specified instructions approved by Elektro Nordic, Elektro Nordic shall select the shipper. Title to the material shall pass to Buyer upon delivery thereof by Elektro Nordic to the shipper or delivery service. All risk of loss passes to Buyer upon delivery to carrier or shipper. Upon such delivery by Elektro Nordic to the shipper, Buyer shall assume all risk. Elektro Nordic reserves the right to over and/or under ship not more than two percent (2%) of the specified quantities of Product in an approved Purchase Elektro Nordic.
Use of Product
No Products supplied by Elektro Nordic shall be used in the design, development, production, utilization, maintenance or operation of, or otherwise incorporated into:
- Any weapons (Weapons of Mass Destruction (nuclear, chemical or biological weapons or missiles) or conventional weapons);
- Goods or systems specifically designed or intended for military end-use or military end-users; or
- Goods or systems that are to be redirected or resold to nations or organizations subject to European Union export embargos or restrictions.
Warranty
Elektro Nordic makes no warranty with regard to the fitness of any Product for Buyer’s particular or intended use, or that Products sold will be compatible with Buyer’s circuit or product designs. Buyer acknowledges and agrees that Elektro Nordic disclaims any implied warranty of merchantability. Buyer further acknowledges and agrees that there are no warranties that extend beyond any express, limited warranties that may be set forth herein.
Any limited warranties extend only to Buyer, as the original purchaser of the Product.
Elektro Nordic warrants that any Product sold by Elektro Nordic will be free from defects in form, fit and function for a limited period of one hundred eighty (180) days from the original invoice date (the “Warranty Period”). The limited warranty does not apply to any Product that: (i) has been subject to abuse, misuse (including, without limitation, static discharge), neglect, accident or modification; (ii) is otherwise not capable of being tested; (iii) has been installed in an unsuitable installation environment for the Product; (iv) has been used for purposes other than for which it was designed; or (v) has been damaged by heat, moisture, electrostatic discharge or similar causes.
Buyer’s sole remedy for any breach of the limited warranty set forth herein shall be one of the following remedies, as selected by Elektro Nordic in its sole discretion: (i) the replacement of the non-conforming Product; or (ii) the refund of the purchase price paid for the non-conforming Product within the Warranty Period, in accordance with Elektro Nordic’s return policy.
Returns / Rejections
All Products shall be inspected by Buyer at the time of Buyer’s receipt and all non-conforming Products must be returned within fifteen (15) days of initial receipt. No Product shall be accepted for return without Elektro Nordic’s written authorization. Such returns must be shipped via “least cost” method and will not be accepted if COD.
Limitation of Liability
Elektro Nordic shall have no liability for special, general or consequential damages of any kind or from any cause whatsoever. Elektro Nordic’s liability shall be limited, in Elektro Nordic’s sole discretion, to one of the following: (i) the replacement of non-conforming Product; or (ii) the refund of the purchase price of the non-conforming Product, conditioned on Elektro Nordic’s receipt of the non-conforming Product within the Warranty Period, in accordance with Elektro Nordic’s return policy. In no event shall Elektro Nordic be liable for damages or expenses caused by the use of the non-conforming Product.
Terms of Payment
Elektro Nordic offers the following payment methods: Cash, MasterCard, VISA, American Express, Discover, C.O.D., PayPal and prepaid by wire transfer, as well as Net Terms to qualified Buyers, as determined by Elektro Nordic, in writing. Payment must be made in EURO. Elektro Nordic reserves the right to require payment in advance of a requested C.O.D. payment request and shall have the right to otherwise modify credit terms. When partial shipments are made, payments for such partial shipments shall become due in accordance with designated terms upon issuance of Elektro Nordic’s invoices for such partial shipment.
Elektro Nordic may, at any time, alter or suspend credit, refuse shipment, or cancel unfilled orders when, in its sole discretion, Elektro Nordic concludes that the financial condition of Buyer is such that there is an unacceptable risk of non-payment.
Payments not made when due shall be subject to a service charge of 1.5% per month, “18% per annum,” to compensate for loss due to delay in receiving payment.
Buyer agrees to pay all fees (i.e., collection fees, reasonable attorneys’ fees, court costs, or any other associated costs, etc.) incurred by Elektro Nordic as a result of Buyer’s failure to pay Elektro Nordic’s invoice within the terms set forth therein.
Incoterms
All international shipments are Ex-Works Elektro Nordic’s location, if no other agreement reached.
Governing Law / Jurisdiction
These Terms and Conditions and associated invoices shall be governed by the laws of Estonia. Buyer agrees that all legal proceedings concerning disputes regarding the Invoice, including non-payment, these Terms and Conditions and Buyer’s Purchase Order shall be commenced in the Court of Tallinn, Estonia and consents to the jurisdiction of such court to resolve any such disputes.
Assignment
Orders entered into Elektro Nordic’s books cannot be countermanded absent Elektro Nordic’s written consent and upon terms that indemnify Elektro Nordic against all loss and expense. Buyer shall not assign any warranty, guaranty or other rights, if any, set forth in these Terms and Conditions and the associated invoice, nor shall any subsequent buyer or user of the Products be entitled to any rights or benefits granted to Buyer as provided herein.
Modification of Invoice
Any modification of this Invoice or additional provisions beyond those stated in these Terms and Conditions and the associated invoice shall be binding only if evidenced in a writing signed by Buyer and Elektro Nordic.
Entire Agreement
This Invoice constitutes the entire agreement between the parties relating to the Terms and Conditions of sale of the Products identified in any approved Purchase Order. Any conflicting terms or provisions contained in any Purchase Order shall not be binding on Elektro Nordic. Any prior understanding or representation of any kind relating to the Terms and Conditions of sale preceding the date of this Invoice shall not be binding on Elektro Nordic, except to the extent expressly set forth in this Invoice.
