Terms of service
1. VALIDITY
These General Terms of Sales and Delivery shall apply to any agreement made between Nuura Inc. and the buyer unless otherwise agreed.
2. SALES AND MARKETING MATERIAL
Information supplied by Nuura Inc. (the "Seller") regarding prices, models, dimensions, features, and specifications in catalogs, advertisements, sales or promotional literature, price lists, or elsewhere is not legally binding and shall be considered for guidance only and may be changed at any time without prior notice.
3. ORDERS
All orders placed by the buyer must be in writing and shall, at a minimum, specify the product name, number, quantity of the products ordered, and the requested delivery date. Orders may be emailed to order-us@nuura.com. The order shall not be binding upon the Seller until a written order confirmation has been issued to the buyer.
4. PRICES
The Seller reserves the right to change prices without prior notice due to increases in the price of raw materials, processing, packaging, or other sudden changes in cost, including exchange rates, increases for imported goods, or overseas processing.
The purchase price for the products ordered by the buyer is stated in the order confirmation. All quoted prices are stated, excluding VAT and other government taxes and duties, as well as transportation, pallets, and containers. All prices are in U.S. dollars. Delivery and installation are not included in the purchase price. Unless otherwise agreed, price quotes submitted by the Seller shall be valid and binding for sixty (60) days after receipt.
5. AVAILABILITY
The Seller does not guarantee the availability of any item and reserves the right to discontinue or change the technical specifications of any of its products at any time without prior notice.
6. EXPEDITED ORDERS
The Seller shall make all reasonable efforts to ship all orders in a timely manner. However, the Seller reserves the right to charge an expediting fee of ten percent (10%) of the net price when the buyer requests unusually short lead times. If applicable, the Seller will notify the buyer before such fees are applied. Not all orders can be expedited, and requests to expedite shall be evaluated on a case-by-case basis.
7. MINIMUM ORDERS
There is no minimum order amount for established accounts. Please note that a fee of Twenty-Five U.S. Dollars ($25) will be added to orders with a value of less than Two Hundred Twenty U.S. Dollars ($220) or if a colli containing multiple products is opened.
8. LEAD TIMES
The estimated delivery date and minimum production lead times stated on quotes are calculated based on the date of the inquiry and are subject to change. Preparation of the buyer's order shall commence once payment has been received for orders requiring prepayment or at the time of receipt of the Purchase Order for orders not requiring prepayment.
9. CANCELLATION
A request to cancel an order must be made in writing. Verbal cancellation requests will not be accepted. In the event of a cancellation request from the buyer, a ten percent (10%) cancellation fee will be applied to the order. Orders containing standard products, including but not limited to stock products, may be changed or canceled at any time prior to the order being packed for delivery. However, depending on the order size, the Seller reserves the right, in its sole discretion, to refuse the requested changes or cancellation. In the event that the Seller agrees to the whole or partial cancellation of a custom order, the Seller reserves the right to attach financial conditions to its acceptance of the cancelation. Notwithstanding the above, because custom-made products are made to order, any orders for custom-made products cannot be changed or canceled once production starts. Custom orders can only be changed or modified after acceptance of the order if expressly agreed to by Seller in a signed writing. For all custom orders, the buyer shall be required to pay fifty percent (50%) upfront before production starts and the remaining fifty percent (50%) before the products are shipped.
10. DELIVERY AND ALLOCATION OF RISK
10.1. Delivery
All deliveries shall be made via the carrier of the Seller's choice unless instructed otherwise in writing by the buyer to use a specific carrier. All products shall be shipped using standard packaging. The buyer understands that the delivery date stated on the order confirmation is only an estimated delivery date, and the time of delivery shall not be considered of the essence unless expressly stated by the buyer in writing. All products are delivered without a light source unless it is integrated (LED). Unless the parties have agreed in writing that time is of the essence, the Seller shall not be liable for any damage or loss that the buyer may suffer because of a delay or a non-delivery. Delivery within thirty (30) days of the delivery date stated in the order confirmation shall be deemed timely delivery. If no specific delivery date has been indicated in the order confirmation, the Seller reserves the right to stipulate a delivery date, considering the quantity and nature of the products to be delivered. Should a delivery fail to meet the buyer's expectations or if the delivery is damaged during transportation, the procedures for filing a complaint are detailed below in Sections 19, 20, and 21.
10.1.1. Transportation Costs
The Seller does not provide any freight allowance. The buyer is responsible for covering all costs associated with the shipment and delivery of the product(s). Applicable crating charges will be included in the invoiced price. If transportation of the product(s) is handled by the Seller's forwarding agent on behalf of the buyer, the Seller will provide a freight price quote, and the buyer will be invoiced separately for the freight by the Seller. The buyer acknowledges and understands that the freight pricing quote provided by the Seller is an estimate and may be subject to change; the final freight price shall be stated on the associated freight invoice.
10.2. Allocation of Risk
Delivery shall be CPT from Seller's S&D Warehouse in New Jersey unless expressly agreed to otherwise by the parties in writing. The buyer assumes all risk and expense for shipment and transportation of the products from the moment the freight forwarder acknowledges receipt of the products, regardless of whether the buyer chooses to use the forwarder appointed by the Seller or the buyer's own forwarder. The Seller shall not be responsible for obtaining transportation insurance for the product(s). If the buyer desires to obtain transportation insurance, the buyer may do so at its own expense.
11. FORCE MAJEURE
Any prevention, delay, or stoppage due to strikes, lockouts, labor disputes, acts of God, acts of war, terrorist acts, inability to obtain services, labor, or materials or reasonable substitutes thereof, governmental actions, civil commotions, fire or other casualty, pandemics and other causes beyond the reasonable control of the party obligated to perform (collectively, a "Force Majeure"), shall excuse the performance of such party for a period equal to any such prevention, delay or stoppage and, therefore, if terms specify a time period for performance of an obligation of either party, that time period shall be extended by the period of any delay in such party's performance caused by a Force Majeure.
12. PAYMENT
We currently do not accept payments made with a credit card - only a bank wire transfer. Unless otherwise agreed to in a signed writing, payment shall be made in accordance with the payment terms and conditions indicated on the invoice and the order confirmation. All first-time orders are prepaid, and invoices are issued and dated based on when the orders are dispatched. All bank charges are the responsibility of the buyer. The Seller reserves the right to refuse to deliver the buyer's order until all amounts due have been paid in full.
Pre-payment of the proforma invoice is required for any buyers without credit insurance. The buyer must provide the account number as well as the proforma invoice number with the payment.
13. LATE PAYMENT
Any payments made after the due date stated on the invoice shall be subject to interest at a rate of one and a half percent (1.5%) per month plus a one-time administrative late fee of Twenty U.S. Dollars ($20) for each late payment.
14. SUBSEQUENT ORDERS
After customers have placed their first order, they may apply for Net 30 terms for subsequent orders through the Seller's credit application process. Please note that the credit approval process may take up to thirty (30) days, however, processing times are an estimate, and actual processing times may vary.
15. RETENTION OF TITLE AND INSURANCE
All products not paid for in full, including interest and delivery charges (if any), shall remain the Seller's property until paid in full. The buyer shall be responsible for repairing any damage to the products in the buyer's possession until they have been paid for in full. The buyer shall always keep such products separated from any other products and inventory held in stock and must ensure that the products can be easily identified by the Seller. In the event of a breach of the buyer's payment obligations hereunder, the buyer expressly consents to the entry of an ex parte writ of possession of seizure permitting the Seller to take possession of the product(s) for which payment has not been made. The buyer shall undertake all acts necessary to protect the Seller's interest in any unpaid product(s) and shall obtain and maintain adequate insurance coverage for the product(s) against loss or damage while in the buyer's possession, in an amount no less than the products full replacement value, with Nuura Inc. named as an additional insured.
16. LIMITED WARRANTY
The Seller offers a limited warranty against defects in workmanship and materials on standard products. The warranty is valid for two (2) years, starting from the date of delivery, provided that the products are used and maintained in accordance with the written care guidelines provided with the product. Under no circumstances shall the Seller be liable for any defects resulting from the buyer's modification, misuse, improper maintenance, electrical faults and errors in the customer's installation, the customer's alteration or repair, and normal wear and tear of the products. Unless otherwise stated in these General Terms of Sales and Delivery, the Seller shall not be liable to the buyer for loss of production, loss of use, loss of contracts, loss of profit, or for any other consequential or indirect loss whatsoever. Notwithstanding any other provisions of these General Terms of Sales and Delivery, the Seller's maximum liability to the buyer resulting from a defect in workmanship or materials shall under no circumstances exceed the purchase price for the products sold.
17. LIMITATION ON LIABILITY
IN NO EVENT SHALL THE SELLER BE LIABLE FOR LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE TO THE BUYER, ITS SUCCESSORS OR ASSIGNS UNDER THIS AGREEMENT WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), ERRORS OR OMISSIONS OF THE SELLER, OR OTHERWISE THAT IS CAUSED BY THE GOODS AND IS DUE TO THE BUYER'S MISUSE OR MODIFICATION OF THE GOODS, NEGLIGENCE, INTENTIONAL MISCONDUCT, OR THE BUYER'S FAILURE TO FOLLOW THE INSTRUCTIONS PROVIDED BY THE SELLER TO THE BUYER REGARDING THE PROPER STORAGE, HANDLING AND MAINTENANCE OF ANY PRODUCT(S) PROVIDED HEREUNDER, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, INCLUDING: (A) LOSS OR DAMAGE TO ANY MOVABLE OR IMMOBILE PROPERTY WHILE THE GOODS ARE IN THE BUYER'S POSSESSION, OR (B) FOR LOSS OR DAMAGE TO ANY PROPERTY, EXCEPT WHERE THE SELLER IS SUBJECT TO STRICT LIABILITY (IN WHICH CASE SELLER SHALL BE LIABLE ONLY TO THE EXTENT REQUIRED BY LAW FOR SUCH STRICT LIABILITY). THE SELLER'S LIABILITY TO THE BUYER ARISING OUT OF OR RELATED TO DEFECT IN PRODUCT(S) SOLD HEREUNDER SHALL UNDER NO CIRCUMSTANCE EXCEED THE TOTAL AMOUNT PAID BY THE BUYER TO THE SELLER FOR THE DEFECTIVE PRODUCT(S) IN QUESTION. THE BUYER SHALL INDEMNIFY, DEFEND, AND HOLD THE SELLER HARMLESS TO THE EXTENT THAT THE SELLER INCURS LIABILITY TO ANY THIRD-PARTY FOR DAMAGE OR INJURIES RELATED TO THE BUYER'S IMPROPER USE OR MODIFICATION OF THE GOODS.
18. REMEDIES
The buyer's sole remedy with respect to any defective products delivered under these General Terms of Sales and Delivery shall be either a refund of the purchase price for said product(s), the repair of said product(s), or the replacement of said product(s). This is provided that the buyer has notified the Seller within a reasonable time after the buyer discovered or should have discovered the defect within the warranty period in accordance with the provisions of Sections 20 and 21 below, and the product(s) are in a condition suitable for refund, repair or replacement.
19. OBLIGATION TO INSPECTION UPON DELIVERY
In general, the buyer is always obliged to inspect the products for patent defects upon receipt of delivery. At a minimum, the buyer's inspection shall include:
(a). Check that the correct type of products have been delivered.
(b). Check that the correct quantity of the products has been delivered.
(c). Ensuring that the products are of an acceptable quality.
19.1. Visibly Damaged Packaging. In the event the order is delivered with visible damage to the packaging, the buyer shall:
(a). Inspect the entire delivery immediately.
(b). Accept the delivery, but immediately note the damage on the freight documents by stating "Received with Reservation."
(c). Report the extent of the damage to the Seller within ten (10) days of the delivery.
19.2. Damage Claims. All claims must be filed in accordance with the provisions of Section 21 below. The buyer shall be deemed to have accepted the products as delivered unless a claim has been filed within ten (10) days of receiving the delivery in accordance with the instructions in Section 21 below.
20. COMPLAINTS AND TRANSPORT DAMAGES
If an item is received that was damaged during shipment, a replacement will only be sent if the damage is reported by the buyer within ten (10) days of receiving the shipment, the original packaging is kept for inspection by the carrier, and photos are provided of the damage with the report of damage and request for a replacement. Please email claim-us@nuura.com to report any damage. Once the report is received, the Seller will provide further instructions.
21. FILING COMPLAINTS
All Complaints must be filed electronically by submitting the current version of the "Nuura Inc. Claims Form," which can be found here, within the timeframe specified in Section 20 above. Failing to meet these requirements will result in the Seller's rejection of the claim.
22. RETURN OF THE PRODUCTS
Returns are only accepted by prior written agreement. Returned goods require a Returned Merchandise Authorization (RMA) number. Please email info-us@nuura.com, for an RMA number. The customer is responsible for ensuring the RMA number is clearly marked on the outside of the return packaging. All products must be returned within thirty (30) days of receipt and in usable condition for credit to be issued. The Buyer is responsible for all return shipping costs and shall be responsible for any damage incurred during return shipping. All returned products are subject to a fifteen percent (15%) restocking fee. Custom products or modified standard items cannot be returned.
23. CHANGES IN DESIGN
Unless expressly agreed to otherwise in a signed writing, the Seller reserves the right to make any changes to a product's design that the Seller, in its sole discretion, determines are necessary or appropriate prior to delivery to the buyer.
24. REPAIR SERVICE
The Seller offers a repair service for its standard products for the life of the product. Should a Nuura product be damaged for any reason during or after the warranty period, it can be sent to the Seller for repair at the customer's expense. The Seller will evaluate the damage and provide a quote to repair and return the product to working condition. The customer is responsible for all shipping charges to and from the repair shop.
25. LIMITATION ON RIGHT TO RESELL
Under no circumstances shall the buyer sell the products to re-sellers without the express written approval of the Seller.
26. APPLICABLE LAW
The validity, construction, and performance of the parties' obligations under these Terms of Sale and Delivery and any agreement between the parties shall be governed by and interpreted in accordance with applicable United States state and federal law, without giving effect to any choice of law or conflict of law provisions.
27. VENUE
Any disputes, actions, or proceedings concerning the validity, construction, and performance of the parties' obligations under these Terms of Sale and Delivery and any agreement between the parties may be resolved by the applicable state court for the jurisdiction in which the product(s) were sold. However, the Seller reserves the right to file such lawsuits, actions, or proceedings against buyer in any alternative court that would have jurisdiction if this provision were not included in these Terms, without prejudice to the Seller's rights.
28. INTELLECTUAL PROPERTY RIGHTS AND COPYRIGHTS
The Seller retains the rights and powers it accrues on the basis of the Copyright Act, other intellectual and industrial legislation, and regulations relating to any and all products supplied by the Sellers, insofar as their rights do not belong to any other third party. The buyer may not have products supplied by the Seller reverse engineered, copied, or manufactured elsewhere with the intent to manufacture imitations thereof that differ in only minor details from the products supplied.
29. EXCLUSIVITY
In selling the product(s) to the buyer, the Seller is not conferring any right of exclusive use on the buyer. Any exclusivity in the right to use must be in writing, signed by the Seller, limited in duration, and subject to minimum purchase requirements and any other conditions the Seller may deem appropriate or necessary in its sole discretion.
30. AMENDMENTS
The Seller reserves the right to modify these General Terms of Sale and Delivery at any time. The Seller shall notify the buyer of such modifications and of the effective date of such modification. The buyer is deemed to have accepted the modifications on any subsequent order placed after the receipt of such notice.