2025 Nelsen Corporation Catalog - Catalog - Page 463
is responsible for checking the system for leaks upon startup and making any
repairs if necessary.
All claims for breach of any warranty must be made to Nelsen within the time
period provided in the applicable warranty.
14. LIMITATION OF LIABILITY – In no event shall Nelsen be liable to Buyer or
to any third party for consequential, incidental, special or punitive damages,
or for lost profits or loss of use, resulting from or in any manner related to the
goods, their delivery, non-delivery, use, or inability to use the same, whether
such damages be claimed under contract, tort or any other legal theory. Buyer
agrees that the sole and exclusive remedy of Buyer shall be the repair or
replacement of any defective goods. Any replaced goods, or parts therein,
shall be retained by and become the property of Nelsen. If Nelsen determines
that repair or replacement of defective goods is not commercially practicable,
Nelsen will issue a credit in favor of Buyer in an amount not to exceed the
purchase price of the goods.
ANY AND ALL CLAIMS ASSERTED BY BUYER OR ANY OTHER PERSON OR ENTITY
SHALL BE RAISED IN SUCH PARTY’S INDIVIDUAL CAPACITY AND MAY NOT BE
RAISED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE PROCEEDING.
This limitation of liability shall survive the termination, expiration or cancellation
of this agreement.
15. RETURNED GOODS – The shipment of returned, repaired or replaced
goods to and from a designated Nelsen location shall be at the sole cost, risk
and responsibility of Buyer, unless otherwise agreed in writing by Nelsen. Any
goods returned by Buyer must have a RGA (Returned Goods Authorization)
number prior to shipment to Nelsen, who may refuse acceptance of any
returns without a RGA number clearly visible on the outside of the shipping
package. Nelsen shall not be liable for any costs or expenses associated with
the removal or re-installation of goods or any damage to property or injury
to persons involved in such removal or re-installation of goods. Nothing in
these Sale Terms and Conditions shall require Nelsen to accept the return of
any non-warranted goods. A restocking fee of up to 25% of the original cost
may be applied to returned goods or cancelled orders. This fee is charged to
your account and is intended to cover the costs associated with processing,
inspecting, and restocking the item.
16. THIRD PARTY VENDORS – Nelsen is not responsible for any delays caused
by third parties used by Nelsen to produce, manufacture, assemble or ship
the goods. It is understood by Buyer that the price for the goods is based on
Nelsen’s cost of goods and services from its third party vendors and Nelsen shall
not be bound by the price of goods hereunder if any third party fails to provide
any materials or services as promised or agreed.
17. CANCELLATION OR CHANGE ORDERS – No orders of cataloged, stock
goods may be withdrawn or canceled by Buyer after the third party manufacturer
has shipped the goods to Nelsen or after Nelsen has begun the assembly or
shipment of the goods, unless Nelsen shall have approved such cancellation
in writing and been paid a cancellation charge determined by Nelsen. Orders
of non-cataloged or special order goods may not be withdrawn or cancelled
by Buyer at any time, unless Nelsen shall have approved such cancellation
in writing and Nelsen shall have been paid a cancellation charge determined
by Nelsen. If Buyer shall request changes in its order after receipt thereof by
Nelsen, it shall be responsible for all charges reasonably incurred by Nelsen
with respect to such changes. All cancelled orders are subject to a cancellation
charge in Nelsen’s discretion.
18. NELSEN CHANGES – Nelsen reserves the right to make changes in the
design or materials used with manufactured goods when deemed necessary or
otherwise, without prior notice to Buyer.
21. REMEDIES UPON DEFAULT – Buyer shall be in default under these Sale
Terms and Conditions upon: (a) the failure of Buyer to perform its obligations
hereunder, including, without limitation, payment in full of the purchase price
for the goods; or (b) the insolvency, filing of any voluntary or involuntary petition
of bankruptcy, assignment for the benefit of creditors or dissolution, liquidation,
or the winding up of the business of Buyer. Upon Buyer’s default, Nelsen shall
have any and all remedies available at law or equity. In addition to any other
remedies, Nelsen may refuse to provide the goods or any installation, start-up
or training services not yet performed. Failure by Nelsen to exercise any rights
under these Sale Terms and Conditions shall not constitute a waiver of such
rights. Default by Buyer shall, at Nelsen's option, render the total purchase price
and all other obligations at once due and payable.
22. INDEMNIFICATION – Buyer shall indemnify Nelsen against all claims,
losses, liabilities and expenses (including, but not limited to, attorney fees and
court costs) on account of any damage to property or injury/death of persons
(including Buyer's employees) arising out of Buyer's unloading, storage,
handling, use or disposal of the goods, except for any portion of damages
attributable to Nelsen's gross negligence. This indemnity obligation of Buyer
will survive the expiration, termination or cancellation of this contract.
23. APPLICABLE LAW – These Sale Terms and Conditions shall be construed in
accordance with the laws of the State of Ohio. Further, Nelsen and Buyer agree
to submit to the jurisdiction of the state or federal courts located in Summit
County, Ohio for purposes of resolving any dispute or claim arising in connection
with a transaction.
24. ASSIGNMENT; THIRD PARTY BENEFICIARIES – Buyer shall not assign
these Sale Terms and Conditions without written approval of Nelsen. Any
attempt by Buyer to assign any rights, duties, or obligations under these Sale
Terms and Conditions without such written approval shall be void. These Sale
Terms and Conditions shall inure to the benefit of Nelsen and its successors
and assigns. Nothing in this contract shall be construed as creating any act or
beneficial right in or on behalf of any third party.
25. NON-WAIVER; SEVERABILITY – The failure of Nelsen to insist on or
enforce the strict performance of any term of this agreement, or to exercise
any right hereunder, shall not be construed as a waiver or relinquishment, to
any extent, of its right to assert or rely upon such term or right on any future
occasion. If any provision of these Sale Terms and Conditions shall be held to be
invalid, illegal, or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
26. INTEGRATION – There are no understandings between the parties hereto
as to the subject matter of this contract other than as set forth herein. All
previous communications between the parties concerning the subject matter
of this contract, whether verbal or written, if any, including, but not limited
to, any Buyer's purchase order, are hereby abrogated and withdrawn, and
this contract constitutes the whole of the agreement between the parties.
Any additional terms and conditions of a purchase order or change order
shall not apply hereto unless agreed by the parties in writing. Receipt of the
goods delivered hereunder shall be deemed to be an acceptance by Buyer of
these Sale Terms and Conditions. Any different terms or conditions in Buyer's
purchase order, regardless of whether such terms and conditions are material
or not, shall not be binding unless expressly accepted in writing by Nelsen and
Nelsen specifically objects to the inclusion of any different or additional terms
or conditions by Buyer. If Buyer has included or includes different or additional
terms and conditions in its purchase order, acceptance, confirmation or other
written document, neither the delivery of all or part of the goods, nor any other
action by Nelsen except a written writing of acceptance from Nelsen, shall
constitute acceptance of such additional or different terms, but instead these
Sale Terms and Conditions shall govern.
19. CATALOGED ITEMS – Nelsen includes both stock goods and non-stock
goods in its catalog. As not all goods are available from each Nelsen location,
purchases may ship from any Nelsen location. All freight charges are paid
by Buyer, unless agreed in writing by Nelsen or paid by the third party
manufacturer.
20. INFRINGEMENT CLAIMS – Nelsen makes no representation or warranty
that the purchased goods shall be free of any claim of infringement of the
intellectual property rights of any third party.
Call Nelsen Toll-Free from Anywhere in the U.S. - 800.362.9686
All prices and products subject to change without notice. ©Nelsen Corporation
Sale Terms & Conditions
Sale Terms & Conditions
