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Standard Terms of Purchase

NTx Terms and Conditions of Purchase

These Terms and Conditions may be supplemented by other requirements stated within a contract signed by both parties or in the purchase order or tender information.  

  1. DEFINITIONS: As used herein, "Buyer" means NTx and its subsidiaries; "Seller" means the party identified on the face of an order, and “Products" means all articles, materials, products, work or services to be furnished pursuant to an order.
  2. ACCEPTANCE: An “order” is an offer to purchase and, when accepted by Seller, the order becomes the exclusive agreement between the parties relating to Products. Any of the following shall constitute Seller's unqualified acceptance of an order: (i) written acknowledgement; (ii) furnishing of any Products pursuant to an order; (iii) acceptance of any payment for Products; or (iv) commencement of performance pursuant to an order. Seller shall issue written acknowledgments promptly following order receipt. 
  3. PRICE: If no price is stated herein, the price charged Buyer for the Products shall be the lowest of (i) the price last quoted by Seller or last paid by Buyer to Seller, or (ii) Seller’s lowest price charged any customer for the Products, regardless of any special terms or conditions.
  4. INSPECTION: All Products shall be received subject to Buyer's right of inspection and rejection. Defective Products or Products not in strict conformance with an order or Buyer's or Seller's description or specifications, will be held for receipt of instructions, at Seller's risk, and if Seller so directs, will be returned, at Seller's expense. If Buyer does not receive such written instructions within 45 days of Buyer's request therefore, Buyer may, without liability to Seller, dispose of the goods, as it deems appropriate, it its sole discretion. Buyer may, by written notice to Seller, and in addition to other remedies provided by law, require replacement or correction of rejected Products. Payment for goods on an order prior to inspection shall not constitute acceptance thereof or a waiver of a breach of warranty and is without prejudice to any claim(s) of Buyer. Seller shall inspect all Products prior to shipment to ensure conformance with all requirements of an order
  5. LABELLING, PACKING AND SHIPPING: All items shall be packaged, labelled marked and otherwise prepared in accordance with good commercial practices, industry and regionally applicable regulatory requirements & Buyer's instructions, if any. Each package must be numbered & labeled with Buyer's order number, stock number (if applicable), contents, & weight. An itemized packing list shall be included in each shipment & the package containing the packing list must be clearly marked as such. Each packing list shall bear the Buyer's order number & an accurate description of the Products and quantities in the shipment. Products shipped in excess of Buyer's order may be returned at Seller's expense. Buyer will not be responsible for any Products furnished without a written order.
  6. DELIVERY: Delivery of goods shall be Delivery At Place (DAP) Buyer's location and shall not be complete until goods have actually been received and accepted by Buyer. Notwithstanding any agreement to pay freight, the risk of loss or damage in transit shall be upon the Seller.
  7. TAXES: Buyer shall pay sales or use tax, if any is due, of the state in which the order originates. Seller shall pay any other federal, state, local or foreign taxes or other governmental charges upon the production, transportation or sale of the goods supplied hereunder. Unless otherwise stated, the prices do not include sales or use taxes applicable to the goods. All such taxes and charges shall be shown separately on Seller's invoice
  8. WARRANTY: Seller warrants that all Products shall: (i) be of good quality & workmanship and free from defects, latent or patent, in material or workmanship, (ii) conform in all respects to the Specifications, performance standards, drawings, samples or descriptions of Seller and Buyer, (iii) be free of any claim of any third party; and (iv) be manufactured in accordance with generally accepted good manufacturing (including, but not limited to cGMP, if applicable) and quality practices. These warranties are in addition to all other express warranties and legal rights. No remedy available to Buyer for the breach of any warranties shall be limited except to the extent and in the manner expressly agreed upon by Buyer in an executed document. Buyer's approval of any sample or acceptance of any Products shall not relieve Seller from responsibility to deliver Products and to perform services conforming, in all respects, to the sample. These warranties shall not be deemed waived either by reason of Buyer's acceptance of Products or by payment for them and shall survive delivery. In the event of a breach of warranty, Buyer may return such Products, at Seller's expense, for correction, replacement or credit as Buyer may direct. This warranty shall apply to replacement Products & parts. Seller shall effectuate corrections or replacements within 10 days of receipt of Products.
  9. CONFIDENTIAL INFORMATION: Seller agrees to keep secret & confidential all confidential, proprietary or non-public information of Buyer and the existence, terms and conditions of an order ("confidential information"). In addition, the Seller agrees to (i) disclose the confidential information only to its employees who need to know for purposes of fulfilling an order, and (ii) use the confidential information only for the purpose of fulfilling an order. It is understood that no license (expressed or implied) is hereby granted by the Buyer under any confidential information
  10. NOTIFICATION REQUIREMENT: TIME IS OF THE ESSENCE. If, for any reason, at any time, Seller shall refuse or be unable, or should reasonably anticipate being unable to deliver any part or all of the Products in accordance with these Terms and Conditions, Seller shall notify Buyer of such refusal or inability at the earliest possible time and by the most practical means under the circumstances. Such notification shall not be deemed to operate as a release of Seller from its obligations under an order Buyer shall have the right to replace, modify and/or cancel any delayed open orders without any liability to Seller. In the event of such a replacement or modification, Seller shall pay to Buyer (or at Buyer's option, it may offset such amount from any amount owed to Seller) promptly upon demand, an amount equal to the cost of such replacement or modification, less the amount which would have been payable to Seller for an equal quantity and quality of Products, plus any amount incurred by Buyer to effectuate such replacement or modification. Such amount is agreed to be damages for Seller's non- performance and shall not, in any event, be construed to be a penalty. Price increases or extensions of time for delivery shall not be binding upon Buyer unless evidenced by a change order issued by its authorized representative.
  11. INTELLECTUAL PROPERTY: Seller hereby grants a perpetual, paid-up license relating to any Software or other embodiment of intellectual property embedded in the Products, as necessary for Buyer's purchase, use, maintenance and/or sale of Products. Seller expressly warrants that it has the right to provide to Buyer all copyrightable works of original authorship (including but not limited to computer programs, technical specifications, documentation and manuals), ideas, inventions (whether patentable, patented or not), know-how, processes, compilations of information, trademarks and other intellectual property (collectively, “Deliverables”). All Deliverables that are created in the course of performing any order (separately or as part of any Products), and all intellectual property rights in Deliverables, are owned by Buyer and not by Seller. Seller agrees that all works of original authorship created by Seller in connection with each order are "works made for hire" as that term is used in connection with the U.S. Copyright Act. To the extent that, by operation of law, Seller owns any intellectual property rights in the Deliverables, Seller hereby assigns to Buyer all rights, title and interest, including copyrights and patent rights, in such Deliverables.
  12. INDEMNIFICATION AND INSURANCE: Seller shall defend, indemnify, and hold harmless Buyer, its officers, employees, agents, representatives, customers or affiliates ("Buyer's Affiliates") from any claim, suit, loss, cost, damage, expense (including, without limitation, the costs and expense incurred in defending suits or actions alleging liability) to any person of whatsoever nature of any kind arising out of, as a result of, or in connection with (i) Seller's performance of an order; (ii) omissions or negligence of Seller or its officers, employees, agents, representatives, affiliates or subcontractors; (iii) the Products; or (iv) a claim for infringement of rights in, to or under patents, trademarks, copyrights or other IP rights by the manufacture, design, use, maintenance, support or sale of any Products. Without in any way limiting the foregoing, Seller and any person or entity performing work for or on behalf of Seller under an order shall maintain public liability and property damage insurance covering Seller's obligations hereunder and the Products and shall maintain, in accordance with applicable law, workers' compensation insurance covering all employees performing work with respect to an order This provision shall survive expiration or termination of an order.
  13. TERMINATION: Buyer shall have the right, without any liability or costs to Seller, to cancel any unshipped portion of an order (i) a portion of which is not in strict conformance with an order or Buyer's or Seller's description or specifications, (ii) in the event Seller has breached an order, any warranty or its obligations to Buyer, (iii) in the event that Buyer's business is interrupted because of strikes, labor disturbances, riot, fire or Acts of God or any other cause beyond the control of Buyer or (iv) if the Seller makes an assignment for the benefit of creditors, a receiver or trustee is appointed with respect to the Seller's business, the Seller is adjudicated insolvent or if the Seller files or there is filed against Seller a petition for bankruptcy or other relief under the Bankruptcy Code or any successor statute. Buyer shall have the right to cancel any unshipped portion of an order, in whole or in part, at any time, for a reason other than that set forth above, in which event Buyer shall be liable to Seller for the actual amount of Seller's costs reasonably incurred in contemplation of performance of the canceled portion, less any amount saved by Seller as a result of such cancellation and less any amounts which could have reasonably been mitigated by Seller. Seller is cautioned not to ship, fabricate or build inventories of raw or finished stock at a rate faster than is required to meet delivery requirements of an order.
  14. COMPLIANCE WITH LAW AND BUYER POLICY: Seller warrants that the Products, including all packaging thereof, shipped pursuant to an order shall have been produced in compliance with and meet the minimum standards of all applicable federal, state and local laws, regulations, rules, guides, ordinances and/or standards (“Laws”). Seller will perform its obligations under these Terms and Conditions in a manner consistent with both the requirements of all applicable U.S. and foreign laws and regulations, including the Foreign Corrupt Practices Act and Anti-boycott laws, as well as Buyer’s Supplier Code of Conduct, which is available on Buyer’s website. Upon request by Buyer, Seller shall furnish Buyer with a certificate of compliance with any Laws. Additionally, Seller shall provide Buyer any and all information or material required for either Buyer or Buyer’s customers to comply with all laws, regulations, rules, guides, ordinances and/or standards, including, without limitation, Material Safety Data Sheets. Seller acknowledges that Products provided under these Terms and Conditions may be subject to U.S. and applicable foreign export laws and regulations and will perform its obligations under these Terms and Conditions in a manner consistent with the requirements of all applicable U.S. and foreign laws and regulations, the Foreign Corrupt Practices Act and Anti-boycott laws. Specifically, Seller agrees that the shipment or provision of Products, and any related technical data or information, will not violate U.S. export laws or regulations or the import laws and regulations of applicable foreign states. Seller will be responsible for obtaining, recording, filing and maintaining all export and import documentation including all licenses and permits, as well as for the payment of associated fees. Seller shall appropriately label containers of all Products which are known to constitute a health, poison, fire, environmental, safety or explosion hazard.
  15. EQUAL OPPORTUNITY: The Equal Opportunity clause in Section 202 of Executive Order (E.O.) 11246, as amended, Section 503 of the Rehabilitation Act of 1973 (Handicap) and the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 U.S.C. 2012), and the implementing rules and regulations in Title 41, GFR, Part 60 are incorporated herein by reference unless an order is exempted by rules, regulations, or orders of the U.S. Secretary of Labor issued pursuant to Section 204 of E.O. 11246 or provisions of any superseding E.O. As used in said clause, "Contractor" means Seller. Seller agrees to provide Buyer with an executed EEO Certificate indicating Seller's compliance or exempt status, annually upon request of Buyer.
  16. ASSIGNMENT: Seller agrees that Seller will neither assign its rights nor delegate its obligations under an order without the prior written consent of Buyer. Any attempted assignment violates this paragraph shall be VOID AB INITIO.
  17. GOVERNING LAW: Irrespective of the place of performance of an order, an order shall be interpreted in accordance with the laws of the State of Buyer’s location, without reference to choice of law provisions. Each party hereby irrevocably consents to the exclusive jurisdiction of the state & federal courts located in the county & state of Buyer’s location, in any action arising out of or relating to these Terms and Conditions and waives any other venue to which it may be entitled by domicile or otherwise.
  18. NOTICES: Any and all notices, requests, demands or other communications which relate to the other party's failure to perform or which otherwise affect either party's rights under these Terms and Conditions shall be deemed properly given when furnished by receipted hand-delivery to the other party, deposited with an express courier, or deposited with the postal service (postage prepaid, certified mail, return receipt requested).  Except in situations involving hand-delivery, the sender shall address all notices, requests, demands or other communications to the address located on the Purchase Order and/or contract.
  19. AMENDMENT, MODIFICATION, WAIVER AND REMEDIES: Performance of an order must be strictly in accordance with its stated terms & conditions & no change, modification, revision or waiver shall be binding unless executed by Buyer. No waiver of or failure to perform any or all of these Terms and Conditions shall constitute a waiver of or an excuse for non-performance as to any other part of this or any other order. No remedy herein provided shall be deemed exclusive of any other order. No remedy herein provided shall be deemed exclusive of any other remedy allowed by law or in equity. Under no circumstances shall Buyer be obligated for consequential damages, loss of revenue or profit, or any amount in excess of the total amount stated on the face of any order. Seller shall bear all expenses, including reasonable attorneys' fees, Buyer incurs to enforce its rights under an order.
  20. BUYER’S PROPERTY: All tooling, dies, parts, schedules, and Specifications and all reproductions thereof, any other property furnished to Seller by Buyer or paid for by Buyer, shall be (i) the property of Buyer, (ii) clearly identified as Buyer’s property by Seller, (iii) subject to removal at any time upon Buyer’s demand, and (iv) used only in filling orders from Buyer or its nominee. Seller assumes all liability for loss of, and damage to, such property and Seller shall, unless otherwise directed in writing by Buyer, insure at Seller’s expense such property in an amount equal to the replacement cost thereof with loss payable to Buyer.
  21. SEVERABILITY: The provisions of these Terms of Purchase shall obligate the parties only to the extent that such provisions are lawful. Any provision of these Terms of Purchase which is prohibited by law shall be ineffective (but only to the extent that, and in the locations where, such prohibition shall be applicable).
  22. COMPLIANCE WITH LAWS: Seller shall comply with all applicable laws and regulations in the provision of Products to Buyer. 

Last Revised: October 4, 2024