SUPPLIER TERMS AND CONDITIONS

Terms and Conditions Modifications

Nook Industries, Inc. reserves the right to update or modify these Terms and Conditions at any time without prior notice. Your acceptance of a purchase order and use of this website constitutes your agreement to follow and be bound by the Terms and Conditions as changed. For this reason, Nook Industries encourages you to review these Terms and Conditions whenever you accept a purchase order from Nook Industries, Inc.

ACCEPTANCE OF CONTRACT

No change in, modification of, or revision of the Purchase Order, shall be valid unless agreed to in writing by Nook Industries, Inc, hereinafter called the "Buyer" The failure of Buyer to actively reject orally or in writing, any conflicting or contradictory terms contained in any document forwarded by Seller to Buyer subsequent to this Purchase Order shall not be deemed to be an assent to such terms.

PRICES

Invoices for Goods and services shall be due and payable net thirty (30) days from shipment. Buyer agrees to pay a delinquency charge of 1-1/2% per month, or if such rate shall exceed the maximum rate allowed by applicable law, then a delinquency charge calculated at such maximum rate on the outstanding balances not paid when due, from the date such balances were due until payment with respect thereof is made in full.

EXTRA CHARGES

No additional charges of any kind, Including charges for packing, cartage, taxes, import or export duties, excises, or other extras, will be allowed unless specifically agreed to In writing in advance by Buyer.

RIGHT OF ENTRY STATEMENT

The Supplier shall grant reasonable access to Supplier’s facilities to representatives of Nook Industries, US government and/or regulatory agencies for the purpose of evaluating Suppliers conformance to all Contract requirements. When applicable, the access requirement shall be flowed-down by Supplier to Suppliers’ sub-tier sources.

TAXES

Seller's prices shall exclude any Federal, state or local sales, use or excise taxes levied upon, or measured by the sale, the sales price or use of the goods All such taxes, lawfully applicable, shall be listed separately on Seller’s invoice with such taxes. Tax exemption certificates or other evidence of exemption, furnished by Buyer, shall be accepted by Seller in lieu of such taxes.

DELIVERY

Deliveries are to be made both in quantities and at times specified herein Buyer reserves the right at any time to cancel and void this order or any part thereof without liability if delivery is not made within the time dock prior to 3 PM on the date specified on the order.

TRANSPORTATION AND PACKAGING DAMAGES

If the goods are not packaged, marked, shipped and routed in accordance with Buyer's direction and the Instructions set out in this order, Seller shall pay to Buyer any excess cost occasioned it thereby.

TITLE AND RISK OF LOSS

Unless otherwise specifically provided herein, the price for the Goods purchased does not include sales, use, excise or similar taxes, whether federal, state, or local. Buyer shall be responsible for all such applicable taxes levied or assessable on any Goods after title passes to Buyer at the F.O.B. point. Buyer will provide Seller with any and all tax exemption certificates, acceptable to the appropriate taxing authorities, where applicable.

ACCEPTANCE OF THE GOODS AND INSPECTION

Acceptance of the goods shall take place at the time when such goods have been delivered to Buyer and have passed Buyer's inspection and tests. Inspection and test of the articles by Buyer may at Buyer's option be made at Seller's plant and/or the point of destination. Acceptance of all or any part of the goods by Buyer shall not relieve Seller from any of its obligations and warranties hereunder, nor will acceptance of any of the Buyer's right either to cancel or to return all or any portion of the goods because of failure to conform to the order or by reason of defects, latent or patent, or other breach of warranty, or to make any claim for damages, suffered by the Buyer as a result of any default of the Seller or the Seller’s products or performance. In no event shall payment be deemed to constitute acceptance hereof, Seller, upon notice thereof from Buyer, shall promptly correct or replace the same at Seller's expense if Seller shall fail so to do,.

Buyer may cancel the purchase order as to all such goods and in addition, may cancel the then remaining balance of this order. After notice to Seller, all such goods will be held at Seller's risk. Buyer may, and at Seller's direction shall, return such goods to Seller at Seller's risk, and all transportation and handling charges, both to and from the original destination, shall be paid by Seller Any payment for such goods shall be refunded by Seller unless Seller promptly corrects or replaces the same at its expense. Return of any defective material by Buyer shall not be deemed a waiver of any right or remedy, which Buyer may have as a result of or in connection with the existence of such defect or defects.

COMPLIANCE TO CONTRACT REQUIREMENTS

The Supplier is responsible to verify and demonstrate compliance to all Contract requirements. Neither audit, surveillance, inspection and/or tests made by Nook Industries, representatives of Nook Industries, or representatives of Nook Industries’ customers, at Supplier's facilities or at the facilities of the Supplier's sub-tier sources, or upon receipt at Nook Industries, relieves the Supplier of the responsibility to furnish acceptable products or services that conform to all Contract requirements, nor does it preclude subsequent rejection by Nook Industries or Nook Industries’ customers.

PAYMENT

Seller agrees to notify Buyer forty-eight (48) hours prior to the shipment of any C.O.D. order

WARRANTIES

Such remedies and warranties shall survive inspection, tests, acceptance and payment.

INDEMNIFICATION

Seller shall indemnify and hold Buyer harmless against all loss on account of claims of injuries to persons or damage to property based in whole or in part upon a defect in the goods or from any act or omission of Seller, its agents, employees and subcontractors. Further, Seller agrees to indemnity and hold harmless the Buyer, its successors and assigns, against all claims, liabilities, costs and expenses (Including, but not in which the goods are incorporated when such recall, inspection, tests, replacement or correction result from or are related to, in whole or in part, a defect or alleged defect in the goods.

EXCESS GOODS

Except for customary quantity variations recognized by trade practice, goods in excess of those specified need not be accepted by Buyer and any such goods not accepted will be held at Seller's risk. Buyer may at Seller's direction shall, return such goods at Seller’s risk, and all transportation charges, both to and from the original destination, shall be paid by Seller.

FABRICATION AND MATERIAL COMMITMENTS

Unless otherwise authorized in writing by Buyer, Seller shall not make commitments for materials nor fabricate in advance of time necessary to permit shipment on delivery dates

CHANGES

Incurred in Seller had complied with such notice, shall be the sole responsibility of Seller. In the event of a cancellation or modification of this order by Buyer, Buyer shall be responsible and liable only for the price of the goods accepted plus the actual and reasonable costs incurred by Seller to accomplish such modification. Any increase in the price of the goods resulting from modification of this order is subject to the prior approval of Buyer

DEFAULT

Buyer reserves the right, by written notice, to cancel this order without liability to Buyer in the event of, (i) insolvency of Seller, (ii) the filing of a voluntary Petition in Bankruptcy by Seller, (iii) the filing of an involuntary petition to have Seller declared bankrupt, (iv) the appointment of a Receiver or Trustee for Seller, (v) or the execution by Seller of an Assignment for the Benefit of Creditors. If Seller fails to perform, or breaches any of the terms or conditions of this order, Buyer reserves the right, immediately upon such failure of performance or breach, and without any liability to Buyer (i) to cancel this order in whole or in part by written notice to Seller, or (ii) after notifying Seller of such failure or breach and of Buyer's intent to exercise such right, to obtain the goods from another source, with any excess costs resulting there from, chargeable to Seller.

However, the Seller shall not be responsible for delays or defaults occasioned by fires, Acts of God, wars or riots, but in the event of such occurrence, Buyer reserves the right to cancel this order without liability of any kind

PATENT INDEMNIFICATION

Except when Buyer supplies all specifications for the goods, Seller shall hold and save Buyer, its successors, assigns, customers and users harmless from loss and/or liability of any nature of kind arising out of or it or their customers, on account of any such infringement or alleged infringement, and at Seller's request shall give Seller control of the defense of such suit, insofar as Buyer has the authority to do so, and information and assistance for the same, all at Seller's expense Buyer and the party against whom suit is brought, may be represented by their own counsel in any such suit.

Furthermore, in the event that Buyer should be enjoined in such suit or proceeding from using any part of the goods delivered hereunder, Seller, at its option, shall promptly either: (a) secure termination of the injunction or liability, (b) replace said goods with non-infringing goods or (c) modify the goods to become non-infringing, all at Seller's expense The provisions of this paragraph shall not apply to the Buyer's use of any of the goods delivered hereunder in combination with other materials or in the practice of any process, or to infringement by reason of such use

CONSIGNMENT

Machinery, equipment, patterns, drawings, shall be returned to Buyer or otherwise satisfactorily accounted for. Unless otherwise agreed, Seller, at its expense, shall insure all such items for the reasonable value thereof against loss or damage of any kind.

SPECIAL TOOLS

Unless otherwise stated, all special drawings, patterns, tools, dies, jigs, machinery and equipment needed by Seller for the performance of this order shall be obtained by Seller at its own expense and shall be the property of Seller.

COMPLIANCE WITH LAWS

Seller shall, in the performance of work under this order, fully comply with all applicable Federal, State and local laws and regulations, and shall indemnify and hold Buyer harmless from any costs, loss of liability resulting from Seller’s failure of compliance.

ASSIGNMENT

Seller shall not assign or transfer this order or any interest therein or monies payable there under without the prior written consent of the Buyer.

REMEDIES

APPLICABLE LAW

The contract resulting from the acceptance of this order shall be governed by and construed according to the laws of the State of Ohio.

Last Updated on November 13, 2006