All quotations and sales through www.nashvillewire.com or www.nashvilledisplay.com are subject to the following terms and conditions. Nashville Wire Products will hereafter be referred to as NWP. Any reference to NWP or Nashville Wire Products includes Nashville Display Manufacturing Co.

PAYMENT

Payment shall be due within 30 days of invoice date, unless otherwise agreed to in writing by NWP. Product will be shipped and invoiced on completion unless otherwise agreed to in writing. Interest will be charged on overdue accounts at the rate of 1.5% per month or the highest rate permitted by applicable law. For buyers who have not established credit with NWP, cash-in-advance is required.

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.

QUOTATIONS & PRICES


Prices are subject to change without notice. Written quotations automatically expire on the expiration date printed on the quotation (typically 30 days); however they are subject to termination by notice within that period.

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, excluding conflict of law provisions and the U.N. Convention on contracts for the international sale of goods. Venue and jurisdiction for all disputes shall be in Davidson County, Tennessee. These terms and conditions cannot be changed or modified without the prior written consent of NWP. No course of dealing, usage of trade or course of performance shall be relevant to explain or supplement these terms and conditions.

PURCHASE ORDER


If NWP’s quotation is accepted and the Buyer’s order form is used for the purpose, it is expressly understood and agreed that the terms and conditions set forth herein shall prevail insofar as the same may in any way conflict with the terms and conditions set forth in such order form, and the issuance of such order by the Buyer shall be deemed to note the Buyer’s acceptance to these terms and conditions.

CANCELLATION


Buyer may cancel this order only upon written notice and upon payment to NWP of reasonable and proper cancellation charges based on expenses incurred and commitments made by NWP. The Buyer’s written cancellation notice must be acknowledged in writing by NWP.

DELAYS


NWP 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 NWP’s reasonable control. All orders or contracts are accepted with the understanding that they are subject to NWP’s ability to obtain the necessary raw materials, and all orders or contracts, as well as shipments applicable thereto, are subject to NWP’s current factory schedules, governmental priorities, and other governmental regulations, orders, directives and restrictions that may be in effect from time to time.

SHIPMENT


Unless the Buyer specifies the mode and the carrier, NWP may, in its sole discretion, select the means and route of shipment, and NWP shall not be liable for any damage or loss arising from such selection.

POINT OF DELIVERY


Delivery to common carrier at point of shipment shall constitute delivery to Buyer and Buyer shall assume all risk for subsequent loss or damage.

WAREHOUSING


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. Warehouse charges will begin from the date of the initial invoice or completion of the order whichever comes first. NWP will charge a warehousing fee of 1.5% 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 its finished products in the form of damage or destruction due to fire, theft, flood or acts of God while stored by NWP.

WARRANTY AND LIMITATION OF LIABILITY


NWP warrants the articles to be supplied hereunder to be free from defect in material and workmanship. NOTWITHSTANDING THE FOREGOING, ALL GOODS ARE PROVIDED “AS IS” AND NO OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY ARE GIVEN, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. The extent of any claim under warranty or product liability shall not exceed the sales price of individual item. NWP SHALL NOT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND; OR FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS, COST OF COVER OR OTHER INDIRECT ECONOMIC DAMAGES, AND FURTHER INCLUDING INJURY TO PROPERTY, WHETHER SUCH CLAIM IS BASED ON THEORIES OF CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHERWISE AS A RESULT OF BREACH OF ANY WARRANTY OR OTHER OBLIGATION, REGARDLESS OF WHETHER NWP WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NWP’S LIABILITY UNDER THESE TERMS AND CONDITIONS EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE PRODUCT.

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 NWP issues an authorization for return of same. NWP 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, NWP may, at its option, refund the purchase price applicable to such product. Such replacement, repair or refund is NWP’s sole liability and Buyer’s sole remedy for such defective product. NWP shall not be responsible for any damage or loss resulting from improper assembly of NWP’s products or for the use of NWP’s products for purposes other than those for which the products are designed. All returns that do not pertain to damage or defect will be assessed a 25% restocking and cost of shipping.

NWP’s RIGHTS AND REMEDIES


NWP 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 NWP for Buyer’s account, without the necessity of any other proceeding. All goods recalled, retaken or repossessed will become the absolute property of NWP, and Buyer will be given full credit for those goods. Nothing will limit the rights and remedies available to NWP 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 NWP for all such fees and expenses incurred by NWP, including attorneys’ fees and expenses.

COMPLETE AGREEMENT 
These terms and conditions constitute the entire agreement between NWP and Buyer with respect to the purchase of NWP’s goods. Sections 3, 10 and 11 survive any termination of these terms and conditions.