Terms and Conditions

All quotations and sales are subject to the following terms and conditions on quotation letter. Nashville Display Manufacturing Co. will hereafter be referred to as ND.

CONTROLLING PROVISIONS - These terms and conditions shall supersede any provisions, terms, and conditions contained on any confirmation order, or other writing the Buyer may give or receive, and the rights of the parties shall be governed exclusively by the provisions, terms, and conditions hereof and by the laws of the State of Tennessee.  These terms and conditions cannot be changed or modified without the prior written consent of Nashville Display Manufacturing Co hereafter referred to as ND.
TERMS - Unless otherwise agreed to in writing signed by ND, credit terms are net 30. All items will be invoiced when manufacturing has been completed.  The total amount is due and payable whether items are shipped or warehoused.  If partial shipments are made before completion of the total order, the quantities shipped will be invoiced at the time of shipment. Interest will be charged on overdue accounts at the rate of 2% per month. Credit approval is a condition to all bids.
QUOTATIONS & PRICES - Prices are subject to change without notice, and orders calling for future shipment will be billed according to the price in effect at the time of shipment.  Written quotations automatically expire 30 calendar days from the date issued and are subject to termination by notice within that period.
TAXES - Prices on the products specified herein are exclusive of all city, state, and federal sales and excise taxes.  Wherever applicable, such tax or taxes will be added to the invoice as a separate charge to be paid by the Buyer.
QUANTITIES - The Buyer will accept overruns or underruns on each individual item based on quantity ordered as follows: 50-99 subject to 20%, 100-249 subject to 15%, 250-2,499 subject to 10% and 2,500-up subject to 5%.
TOOLS - Charges for dies and tools indicated on the face hereof are net and payable upon delivery and approval of tool-made samples.  All tools and dies remain the property of ND.
CANCELLATION- An order, once placed with and accepted by the ND, can be cancelled only with the ND’s written consent and upon terms that will indemnify ND against loss.
DEVELOPMENT OF INSTRUCTION SHEETS, ARTWORK AND PRINTING DIES- Unless expressly stated in the quotation all costs associated with the manipulation and preparation of Buyer supplier artwork is not included in the quotation.  Buyer furnished materials such as card signs, literature to be packed by ND must be collated, wrapped individually, received within 2 weeks from receipt of order and buyer will be charged with any additional associated handling costs not expressly stated in the quotation.
DELAYS - ND will not be liable for any delay in the performance of orders or contracts, or in the delivery or shipment of goods, or for any damages suffered by the Buyer by reason of such delay, when such delay in any manner arises from fires, floods, accidents, riots, acts of God, war, governmental interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials or supplies, transportation delays, or any other cause or causes (whether or not similar in nature to any of these herein before specified) beyond ND’s reasonable control.  All orders or contracts are accepted with the understanding that they are subject to ND’s ability to obtain the necessary raw materials, and all orders or contracts, as well as shipments applicable thereto, are subject to ND’s current factory schedules, governmental priorities, and other governmental regulations, orders, directives and restrictions that may be in effect from time to time.
SHIPPING- All prices are quoted F.O.B. Nashville area. Unless the Buyer specifies the mode and the carrier in writing 10 days prior to shipment, ND may, in its sole discretion, select the means and route of shipment, and ND shall not be liable for any damage or loss arising from such selection. Delivery to common carrier at point of shipment shall constitute delivery to Buyer and Buyer shall assume all risk for subsequent damage.
DROP SHIPMENT HANDLING CHARGES - ND will charge a $2.00 documentation and handling fee per carton for drop shipments.
WAREHOUSING - Warehouse charges will begin from the date of the initial invoice or completion of the order whichever comes first.  ND will charge a warehousing fee of (3%) of the invoiced value of the warehoused items each month.  Warehouse charges will be invoiced at the beginning of each 30-day period when applicable.  A fractional period will be charged as a complete 30-day period.  The Buyer assumes all risks to his finished products in the form of damage or destruction due to fire, theft, flood or acts of God while stored by ND.
WARRANTY- ND warrants the articles supplied hereunder to be free from defect in material and workmanship.  No other warranty, expressed, implied, or by operation of law, shall exist, all such warranties being waived by the Buyer.  The extent of any claim under warranty or product liability shall not exceed the sales price of individual item.
PRODUCTION STANDARDS – ND’s production is based on matching a sample, prototype, or first article manufactured by ND. If the customer supplies a display for ND to produce, ND will produce its own sample to match during production. ND agrees to match the quality and tolerances, within industry standards, of the sample in production. It is the buyer’s obligation to check the sample for fitness and conformance to the buyer’s intended use. It is the buyer’s obligation to approve the sample prior to authorizing ND to begin production. ND cannot be held responsible for Buyer’s designs, fitness for use or compatibility with component parts not supplied by ND, unless such issues are expressly stated in the customer’s purchase order or otherwise agreed to in writing signed by ND. Production articles matching the sample shall be deemed conforming for all purposes.
HOLD HARMLESS- Buyer agrees to indemnify and hold harmless ND for any and all actions, causes of action, claims, demands or litigation that allegedly arise out of the items manufactured, produced, or sold by ND. Said indemnification and hold harmless agreement shall apply to, but not be limited to, any claims by third parties for personal injury, property damage, lost business, lost profits, costs and/or attorney’s fees which allegedly relate to the items produced. The buyer shall indemnify ND for any resulting settlement, judgment, cost, and attorney’s fees paid or incurred.
CLAIMS - All claims by the Buyer for defects in product or workmanship will be deemed waived if not presented within fourteen (14) days after Buyer’s receipt of shipment.  No credit will be allowed to the Buyer for the return of any product, defective or otherwise, until ND issues an authorization for return of same.  ND reserves the right to inspect the defects claimed at the Buyer’s place of business prior to issuing such authorization.  Defective product not conforming to specifications so returned shall be replaced or repaired, or in lieu of such replacement or repair, ND may, at its option, refund the purchase price applicable to such product.  ND shall not be responsible for any damage or loss resulting from improper assembly of ND’s products or for the use of ND’s products for purposes other than those for which the products are designed.
PATENTS & COPYRIGHTS - If any material shall be manufactured and/or sold by ND to meet the Buyer’s particular specifications or requirements and is not part of ND's standard line offered by it to the trade generally in the usual course of ND’s business, the Buyer agrees to defend, protect and save harmless ND against all suits at law or inequity and from all damages, claims and demands for actual or alleged infringement of any United States or foreign patent or trademark and to defend any suit or actions which may be brought against ND for any alleged infringement because of the manufacture and/or sale of the material covered thereby.
ND’s RIGHTS AND REMEDIES- ND shall have the right anytime, and from time to time, for credit reasons or because of Buyer’s default, to withhold shipments, in whole or in part, and to recall goods in transit, retake the same, and repossess all goods that may be stored with ND for Buyer’s account, without the necessity of any other proceeding.  All goods recalled, retaken or repossessed will become the absolute property of ND, and Buyer will be given full credit for those goods.  Nothing will limit the rights and remedies available to ND under applicable law, including the Uniform Commercial Code in effect in Tennessee on the date of this document.  If Buyer defaults, Buyer will be liable to ND for all such fees and expenses incurred by ND, including attorneys’ fees and expenses.