Terms of service
1) SCOPE OF TERMS OF SERVICE: These Northcomm Technologies Group, LTD. (hereafter “Northcomm”), Terms of Service (hereafter “Terms of Service”) govern the use of the Northcomm website located at https://northcommtechnologies.com/ (hereafter the “Northcomm Website”) and all sales of products manufactured or branded by Northcomm (hereafter “Northcomm Products”) and services offered by Northcomm (hereafter “Northcomm Services”) whether through the Northcomm Website or offline (i.e., via telephone or direct email communication with Northcomm). An “Order” for Northcomm Products is defined for purposes of these Terms of Service as any purchase made by a User (as that term is defined below) or a Purchaser (as that term is defined below) from Northcomm, either online or offline via telephone. Northcomm’s Services are exclusively limited to the delivery of Northcomm Products to You in accordance with these Terms of Service and your Order. NO OTHER GOODS, SERVICES, WARRANTIES, OR GUARANTEES ARE BEING OFFERED FOR SALE TO YOU OR WILL BE DELIVERED TO YOU BY NORTHCOMM UNDER THESE TERMS OF SERVICE.
2) PARTIES & ELECTRONIC SIGNATURE: These Terms of Service constitute an agreement between Northcomm and You, as the User of the Northcomm Website (a “User” of the Northcomm Website is defined for purposes of these Terms of Service as an individual or entity who visits the Northcomm Website for any purpose, views the Northcomm Website for any purpose, places an Order on the Northcomm Website for Northcomm Products, or otherwise acts as a buyer of Northcomm Products through the Northcomm Website) or as the Purchaser of Northcomm Products (a “Purchaser” of Northcomm Products is defined for purposes of these Terms of Service as an individual or entity who places an Order) (Users and Purchasers are collectively referred to as “You”, “Your”, “Yours”, “Yourself” and all other associated pronouns throughout this Agreement). You and Northcomm may be referred to individually as a “Party” and/or collectively as the “Parties” to these Terms of Service. You agree and consent to the use of Your electronic signature, including but not limited to the electronic depiction of your name, your initials, and/or a checkbox agreement signifying your signature and/or agreement (hereafter “Electronic Signature”) to these Terms of Service whenever and as often as your Electronic Signature is prompted or requested by Northcomm.
3) YOUR AGREEMENT TO TERMS OF SERVICE: You understand, agree, and acknowledge that any and/or all of the following actions taken by You signifies Your agreement to be irrevocably bound by these Terms of Service: (1) viewing or using the Northcomm Website; (2) placing an Order for Northcomm Services; or (3) accepting these Terms of Service by your Electronic Signature. These Terms of Service expressly apply to all instances in which You act as a User or Purchaser.
4) MODIFICATION OF TERMS OF SERVICE: Northcomm holds the exclusive right, at its sole discretion, to modify these Terms of Service at any time for any reason without prior notice to you. You understand and agree that you are solely responsible for reviewing the Terms of Service located at https://northcommtechnologies.com/policies/terms-of-service to ensure your ongoing compliance with these Terms of Service.
5) USE OF NORTHCOMM WEBSITE
A. INTELLECTUAL PROPERTY:
I. The drawings, text, product depictions, logos, content, product descriptions, and organization of the Northcomm Website, in addition to any Northcomm catalogue, product guides, or other documents and media owned by Northcomm and of the described content there within are proprietary to Northcomm and may be protected by intellectual property laws. Whether Northcomm owns copyrights in these works or not, their content and the selection, arrangement, coordination, and structure of the arranged content there within are the sole property of the Northcomm. Use of the above stated materials does not give You the right to modify, reproduce, transmit, publish, publicly display, adapt, or create derivative works or in any way exploit any of the materials without the express written permission of the Northcomm. All trademarks referenced on the Northcomm Website, within the Northcomm catalog or website or depicted within any Northcomm documents or digital media, whether registered in the United States or other countries, may not be used by You without permission of the respective trademark owner. This applies to Northcomm’s owned trademarks as well as those of Northcomm’s suppliers.
II. Collectively, all drawings, text, product depictions, logos, content, product descriptions, and organization of the Northcomm Website, any Northcomm catalogue, product guides, or other documents and media owned by Northcomm and of the described content therewithin, in addition to all trademarks referenced on the Northcomm Website, within the Northcomm catalogue or Northcomm Website or depicted within any Northcomm documents or digital media referenced above are collectively referred to as “Intellectual Property” for purposes of these Terms of Service.
B. CONFIDENTIAL INFORMATION: You agree that all confidential information designated as such which is furnished by or obtained from Northcomm (“Confidential Information) by you in connection with your acts as a User or Purchaser shall be adequately safeguarded to prevent unauthorized disclosure. You agree not to: (i) disclose any such Confidential Information to any other person or entity unless and where required by law; or (ii) use such information for any purpose, other than performing authorized activities under these Terms of Service.
6) NORTHCOMM SERVICES
A. ORDER ACCEPTANCE: Acceptance of Your Order occurs upon; (1) review and approval by Northcomm of the Order; and (2) and Northcomm’s receipt of payment in full by You (hereafter “Order Acceptance”). Your receipt of an email or other form of order confirmation from the Northcomm Website does not automatically constitute Northcomm’s Order Acceptance or a confirmation of an offer to sell by Northcomm. All Orders are expressly subject to individual review by Northcomm prior to Order Acceptance. Northcomm may require additional verification of Your information prior to providing Your Order Acceptance. You acknowledge and agree that Northcomm’s individual review of your Order and additional verification of Your information may cause delay to the ultimate shipment of your Order.
B. ORDER CANCELLATION: You may not cancel Orders that are fully or partially processed by Northcomm. Northcomm Products that were not previously stocked as finished goods are both Non-Cancelable and Non-Refundable (“NC/NR”). NC/NR products include but are not limited to the following: cable assemblies, special orders, custom orders, orders for nonstandard products, products not customarily in stock, scheduled orders requiring special procurements, or orders for products requiring assembly or manufacturing activities prior to shipping (not stored in the completed state) as well as purchased services such as special testing or product modifications.
C. NORTHCOMM PRODUCTS & PRICES
a) “Price(s)” are defined as all prices for Northcomm Products and Northcomm Services which are specified on the Northcomm Website or, in the event of an Offline Order (i.e., via telephone or direct email communication) for Northcomm Products as stated in an individual quote from Northcomm to You (“Northcomm Quote”). All Prices are exclusive of taxes, impositions, and other charges, including, but not limited to, sales, use, excise, value-added, and similar taxes or charges imposed by any government authority, shipping charges, forwarding agent's and broker's fees, bank fees, consular fees, document fees, and import duties.
b) Northcomm reserves the right to make adjustments to Northcomm Products, Northcomm Services, and the Prices at any time for any reason, without notice to You, at Northcomm’s sole discretion. Reasons may include but are not limited to the following: changing market conditions, discontinuations, unavailability, manufacturer price changes, and error in advertisements.
c) Orders are billed at the Prices (in U.S. dollars) in effect at the time of shipment of Your Order. If any Price changes occur to Northcomm Products or Northcomm Services after an Order is placed by You, Northcomm will honor the Prices originally specified on the Northcomm Website at the time You placed the Order or in accordance with the Northcomm Quote provided to You.
D. TERMS OF PAYMENT: All payments must be made in full in U.S. dollars to Northcomm, Technologies Group, LTD., via government, corporate, or company check, money order, by credit card payment either directly over the phone (on call between You and Northcomm) or online via: (1) the Northcomm Website; (2) Square; or (3) Boost. PERSONAL CHECKS ARE NOT ACCEPTED BY NORTHCOMM. Northcomm’s receipt and successful processing of payment in full in accordance with this Section 6(D) is required prior to delivery of an Order. You understand, agree, and acknowledge that your Order will be delayed if you do not provide payment in full. Any invoice not paid when due, without prejudice to any right or remedy, overdue sums will bear interest to the date of payment at the annual rate of 18% or such lower rate as may be the maximum permitted by law. There will be a $35.00 charge to You for all returned checks, payable immediately upon your receipt of Northcomm’s invoice or other written notice of the returned check charge. In the event Northcomm retains a collection agency or an attorney to enforce your obligations to Northcomm, You agree to pay all Northcomm’s costs and expenses associated with such enforcement, including but not limited to ALL collection costs, attorney fees and litigation fees through trial and appeal.
E. TAXES AND DUTIES: You are solely responsible for paying any and all taxes related to your purchase of Northcomm Products through the Northcomm Website. If You claim an exemption from taxes or duties, you are wholly responsible for providing Northcomm with all necessary documentation of such exemption, including but not limited to all applicable certificates of exemption, at the time of purchase or taxes will be added to Your order by Northcomm. If any exemption certificate presented by You is held to be invalid, then You will pay Northcomm the total amount of the tax and any penalties and interest related thereto within three (3) business days of written notification by Northcomm that such taxes and penalties have been incurred in relation to Your purchase(s) of Northcomm Products. Sales tax will be charged on the costs of the products and on shipping & handling where applicable and required by law. Any sales tax due that is not collected by Northcomm is Your sole responsibility and cost to pay.
F. SHIPPING: Shipping costs, freight charges, and insurance are entirely Your responsibility to manage and pay prior to shipment by Northcomm. Shipping and freight are Free On Board (“FOB”); in other words, once Your Order has been shipped, Northcomm is not responsible for loss or damage to Your Order and/or any Northcomm Products purchased by You. Loss or damage that occurs during or as a result of shipping must be resolved your sole cost and expense.
G. RETURNS: Northcomm Products are not returnable to Northcomm unless Northcomm, in its sole discretion, determines that the Northcomm Products included in Your Order are defective. Any action taken by Northcomm should your product be found defective by Northcomm is expressly subject to those provisions listed in Section I, “Limited Warranty”, below. Defective items must have a Return Material Authorization (“RMA”) number marked on the package prior to shipping. You are required to request such RMA in writing from Northcomm via email at info@northcommtechnologies.com prior to returning any items deemed defective by Northcomm.
H. ORDER DISCREPANCY CLAIMS:
a) You are required to make any Order Discrepancy claim listed in this Section (6)(H) in writing, to Northcomm via email at info@northcommtechnologies.com, in the time listed for each type of claim below:
a) Order Discrepancy Claim for shortages, incorrect materials, or invoicing errors five (5) business days after Your receipt of the shipment.
b) Order Discrepancy Claim for non-receipt of shipment within five (5) business days after You receive written notice from Northcomm of the Shipment.
b) If Your Order Discrepancy Claim is not provided in accordance with the method or timeframe specified above, Northcomm will not be responsible, required, or liable to take any action on such Order Discrepancy Claim.
I. LIMITED WARRANTY: Northcomm Products deemed defective by Northcomm in accordance with Section 6(G) of these Terms of Service are warranted for one (1) year from the time of delivery to You against defects in workmanship or materials or failure to operate as described in product data sheets on the Northcomm Website under normal use.
A) This warranty applies to the original purchaser only and is not transferable. NORTHCOMM RESERVES THE RIGHT TO REPAIR, REPLACE, OR REFUND ANY PRODUCTS THAT ARE RETURNED UNDER THIS ONE (1) YEAR WARRANTY, AND SUCH SHALL BE NORTHCOMM’S SOLE LIABILITY, AND YOUR SOLE REMEDY, FOR ANY WARRANTY CLAIM BY YOU FOR NORTHCOMM PRODUCTS.
B) Any repair or replacement under this limited warranty will not extend the warranty period beyond the number of days required to process and return the repaired or replaced product. Warranty period extensions will not apply to repaired items that are not covered under warranty.
C) THIS LIMITED WARRANTY IS EXPRESSLY CONDITIONED UPON ALL OF THE FOLLOWING:
1. Your delivery of payment in full for the Northcomm Product(s) which you believe contain a potential defect;
2. Your written notice to Northcomm, via email at info@northcommtechnologies.com and in accordance with Section 8(F) of these Terms of Service, of:
A. Your reasonable description of the potential defect within ten (10) days of the time when You discover or ought to have discovered the potential defect;
B. Your written and photographic proof regarding the storage, installation, operation, use, and maintenance of the Northcomm Product(s) in compliance with product instructions;
3. The existence of proper records of Your operation and maintenance of Northcomm Product(s) which You believe contains a potential defect during the warranty period (including but not limited to photos, receipts, and other documentation maintained by You in conjunction with such Northcomm Product(s));
4. Your provision to Northcomm of a reasonable opportunity to examine the products and the aforementioned records; and
5. The absence of any unauthorized modification or repair of the products, including without limitation the removal or alteration of any serial numbers or product identifications.
D) THIS WARRANTY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESSED, IMPLIED OR STATUTORY. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE HEREBY DISCLAIMED.
E) You will bear all the costs of access, de-installation, re-installation, and transportation of the products to Northcomm and back to You. Northcomm will reimburse the costs of transportation Northcomm and bear the shipping costs of returning the repaired product or sending replacement product to the You if the product is found, at Northcomm’s sole discretion, to be covered under this limited warranty.
b) Alteration of the products, cases of misuse, acts of God, or any damage cancels all warranties. Northcomm does not warrant Northcomm Products or any repaired or replacement parts, against normal wear and tear or normal environmental degradation.
c) Northcomm Products solely distributed by Northcomm without alteration carry the warranty of the respective manufacturer only.
6) LIMITATION OF NORTHCOMM’S LIABILITY:
A. IN NO EVENT SHALL NORTHCOMM BE LIABLE TO YOU OR TO ANY THIRD PARTY, AND YOU AGREE TO HOLD NORTHCOMM HARMLESS AND COVENANT NOT TO SUE NORTHCOMM FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE ARISING IN CONNECTION WITH NORTHCOMM PRODUCTS AND/OR NORTHCOMM SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, DAMAGES RESULTING FROM NON-COMPLIANCE WITH A GOVERNMENT CONTRACT OR SUBCONTRACT, LOSS OF PROFIT OR REVENUE, RECALL COSTS, SERVICE INTERRUPTIONS, DOWNTIME, TESTING, INSTALLATION, REPLACEMENT OR REMOVAL COSTS, PROPERTY DAMAGE, PERSONAL INJURY, DEATH, OR LEGAL EXPENSES.
B. RECOVERY: Your recovery from Northcomm for any claim shall not exceed the purchase price paid by You for Northcomm’s Products and/or Northcomm’s Services irrespective of the nature of the claim, whether in warranty, contract, tort, or otherwise.
C. If statements or advice, technical or otherwise, are offered or given to You by Northcomm, such statements or advice will be deemed to be given as an accommodation without charge and Northcomm shall have no responsibility or liability for the content or use of such statements or advice.
7) INDEMNIFICATION OF NORTHCOMM BY YOU:
A. YOU AGREE TO AND SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS NORTHCOMM, AND ITS OWNER, OFFICERS, EMPLOYEES, DIRECTORS, AND AGENTS, AND/OR ANY OTHER OWNER OF THE CONTENT, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES), ARISING FROM: (1) YOUR USE OF AND ACCESS TO THE INTELLECTUAL PROPERTY; (2) YOUR VIOLATION OF ANY TERM, CONDITION, OR RESTRICTION OF THESE TERMS OF SERVICE IN SECTION (5)(A) OR 5(B); (3) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, INTELLECTUAL PROPERTY, OR PRIVACY RIGHT; AND (4) ANY CLAIM THAT THE INTELLECTUAL PROPERTY CAUSED DAMAGE TO A THIRD-PARTY. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THIS AGREEMENT AND YOUR USE OF THE INTELLECTUAL PROPERTY.
B. YOU AGREE TO AND SHALL INDEMNIFY, DEFEND, AND HOLD NORTHCOMM TECHNOLOGIES GROUP, LTD. HARMLESS FROM ANY CLAIMS BROUGHT BY ANY THIRD PARTY REGARDING PRODUCTS SUPPLIED BY NORTHCOMM, INCLUDING BUT NOT LIMITED TO ALL CLAIMS FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE ARISING IN CONNECTION WITH NORTHCOMM PRODUCTS AND/OR NORTHCOMM SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, DAMAGES RESULTING FROM NON-COMPLIANCE WITH A GOVERNMENT CONTRACT OR SUBCONTRACT, LOSS OF PROFIT OR REVENUE, RECALL COSTS, SERVICE INTERRUPTIONS, DOWNTIME, TESTING, INSTALLATION, REPLACEMENT OR REMOVAL COSTS, PROPERTY DAMAGE, PERSONAL INJURY, DEATH, OR LEGAL EXPENSES.
C. SHOULD YOU SUBJECT NORTHCOMM TO ANY ACTIVITY, INCLUDING BUT NOT LIMITED TO, LIABILITY, CLAIMS, INTERFERENCE, BUSINESS DISRUPTION, AND AUDIT, BY RESELLING THE PRODUCTS TO THE GOVERNMENT OR A COMMERCIAL ENTITY FOR USE IN A GOVERNMENT CONTRACT, YOU AGREE TO AND SHALL INDEMNIFY FOR ANY AND ALL COSTS ASSOCIATED WITH SUCH ACTIVITY. THIS PARAGRAPH IS SPECIFICALLY EXCEPTED FROM ANY LIMITATION OF LIABILITY SET FORTH IN SECTION 6, LIMITATION OF NORTHCOMM’S LIABILITY.
8) NO EXPORT OF GOODS: You agree and represent that the Northcomm Products purchased by You are sold SOLELY FOR USE AND CONSUMPTION WITH THE UNITED STATES OF AMERICA AND ARE NOT FOR EXPORT OUTSIDE OF THE UNITED STATES OF AMERICA, REGARDLESS OF THE METHOD OF SALE INCLUDING BUT NOT LIMITED TO SALES THROUGH THE NORTHCOMM WEBSITE AND OFFLINE SALES (I.E. VIA TELEPHONE OR DIRECT EMAIL COMMUNICATION WITH NORTHCOMM). You acknowledge and agree that You are aware that Northcomm Products are not designed to comply with the requirements for sale in any other jurisdiction than the respective markets in which they are sole. If Northcomm is made aware, through any means, that You are exporting Northcomm Products purchased from Northcomm without the express written consent of Northcomm, Northcomm expressly reserves the right to cancel all outstanding Orders from You AND TO REFUSE ALL FUTURE ORDERS BY YOU. If Northcomm gives express written consent for You to export the goods outside of the United States of America, You expressly agree to comply with all export laws and regulations including, but not limited to, export licensing requirements, and You expressly agree to be responsible for any Northcomm Products’ compliance or non-compliance (including packaging and labeling) with applicable laws in the country to which such goods are exported. YOU EXPRESSLY AGREE NOT TO RESELL NORTHCOMM PRODUCTS TO A COUNTRY OR PERSON PROHIBITED FROM ENGAGING IN COMMERCE IN OR WITH THE UNITED STATES OF AMERICA. YOU FURTHER ACKNOWLEDGE AND AGREE THAT NORTHCOMM IS PERMITTED TO REPORT ANY EXPORT VIOLATIONS TO THE PROPER GOVERNMENTAL AUTHORITIES.
9) MISCELLANEOUS
A. ENTIRETY OF AGREEMENT; MODIFICATION; SEVERABILITY: These Terms of Service constitute the entire agreement between the Parties. No other agreements, whether oral or written, exist between the Parties. Any modifications to this Agreement must occur in writing and be executed by both Parties to be effective. You agree that any provisions of these Terms of Service are be found to be unenforceable, those provisions are hereby severed, and the remaining provisions remain enforceable.
B. WARRANTIES BY YOU: You warrant that you have read and fully understand all of the Terms of Service contained herein, and that you have had adequate opportunity to review these Terms of Service. You warrant that you are at least eighteen (18) years of age, of sound mind and body, and are competent to agree to these Terms of Service. You warrant that you agree to these Terms of Service freely and voluntarily and are not under any influence or duress to do so.
C. GOVERNING LAW: All matters arising out of or relating to the transaction covered by these Terms of Service, or a breach of these Terms of Service, are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Texas.
D. VENUE: Any legal suit, action, or proceeding arising out of or relating to this agreement, or a breach thereof, will be instituted in the federal or state courts located in Collin County, Texas. Each party irrevocably submits to the exclusive jurisdiction of these courts in any legal suit, action, or proceeding.
E. DISPUTE RESOLUTION: Northcomm will have the sole and exclusive right to determine whether any dispute, controversy, or claim arising out of or relating to these Terms of Service, or a breach thereof, will be submitted to a court of law or the venue for any arbitration will be in Plano, Texas. The arbitrator’s award may be confirmed and reduced to a judgment in any court of competent jurisdiction. In the event, the matter is submitted to a court, the Parties hereby agree to waive their right to trial by jury and covenant that neither of them will request a trial by jury in any litigation.
F. LEGAL NOTICES: YOU AGREE AND ACKNOWLEDGE THAT YOU ARE REQUIRED TO REQUEST THE ADDRESS OF NORTHCOMM TECHNOLOGIES DIRECTLY VIA EMAIL AT INFO@NORTHCOMMTECHNOLOGIES.COM TO SEND A LEGAL NOTICE TO NORTHCOMM. Any legal notice sent to Northcomm Technologies Group, Ltd. from You, required or permitted hereunder, will be deemed to have been effectively delivered if in writing and served by personal delivery or sent by registered or certified mail with return receipt requested, postage prepaid, to Northcomm Technologies Group, Ltd. at the address provided to you via email by Northcomm.
G. FORCE MAJEURE: Notwithstanding anything else in this Agreement, no default, delay, or failure to perform on the part of the seller will be considered a breach of this Agreement if such default, delay, or failure to perform is shown to be due to causes beyond the reasonable control of the seller, including, but not limited to, causes such as strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inactions of governmental authorities or suppliers, epidemics, war, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy, nuclear disasters, or default of a common carrier.
H. GOVERNMENT CONTRACT MATTERS:
A. NO GOVERNMENT CONTRACT AWARD OR PROCUREMENT: The parties agree that Northcomm 1) provides the products within normal business operations, 2) provides similar products to many different purchasers, and 3) operates in a competitive environment. Northcomm is not a sub-recipient, subcontractor, cost-share partner, or team member under any government contract for which the products may be used. Northcomm shall not be subject to the requirements of any government contract for which the products may be used or any federal program tied to a government contract for which the products may be used. Any payment received by Northcomm hereunder shall not be considered a government contract award or procurement.
B. YOUR COMPLIANCE: You warrant that you are in compliance with and shall comply with all terms of any applicable government contract, laws, regulations, and ordinances.