terms &

conditions

NDS Electronic Solutions

Terms and Conditions

1.            Interpretation
1.1          Scope of Document

These Terms and Conditions are incorporated into, and form part of, the attached quote, sales order, estimate, project details, and/or cost specification documents, all of which are referred to hereafter as the “Agreement”.

1.2          Definitions

In this Agreement:

a)    “Client” means the customer or client as identified in the attached quote, estimate, and/or sales order;
b)    “NDS” means NDS Electronic Solutions Inc.;
c)    “Order” means the order as described in the attached quote, estimate, and/or sales order; and
d)    “Products” means all products produced and/or delivered as part of the Order, each an individual “Product”.
2.            Payment and Timing
2.1          Payment Schedule

Unless otherwise agreed to by NDS, all payments are due on a cash on delivery (COD) basis. Upon a satisfactory review of the Client’s credit, NDS may agree to allow payments on a net-30 day basis, with all payments being due within 30 days of a bill or invoice being issued. NDS reserves the right to require a deposit for any Order.

2.2          Timing

Time is of the essence of this Agreement, however, any delay in the completion of the Order will be an excusable delay if arising from causes beyond NDS’s control and not reasonably foreseeable by NDS. Excusable delays include, but are not limited to, delays caused by:

a)    unavailability of materials, or materials delayed due to shipping times;
b)    defective products used in the manufacture of the Products;
c)    fire, earthquakes, or other natural disasters;
d)    pandemics or other health-related crises;
e)    incomplete or inaccurate information supplied to NDS by the Client; and
f)     changes to the scope of the Order by the Client.
If any such excusable delay occurs, the Client shall grant all appropriate extensions to cover such periods of delay. The Client has no obligation to grant any extension for a delay that is not an excusable delay as described above, but may grant such extensions to the Contractor in writing.
2.3          Pricing Estimates

While NDS attempts to provide an estimate that reflects current market prices as accurately as possible, the price estimates for the Order are estimates based on NDS’s knowledge of the market, current material prices, and labour estimates at the time of writing. NDS reserves the right to update pricing to reflect any increase or decrease in the price of labour or materials as needed.

3.            Scope of work
3.1          Engineering or Design Changes

The scope of work for the Order is based on the design and engineering materials and documentation supplied to NDS by the Client prior to the commencement of the work. The Client may request changes to the Order by providing NDS with a written description of the proposed change(s), including any new or revised documentation or plans as needed, sufficient to allow NDS to evaluate the feasibility of such changes. All such changes may be subject to additional fees which may include, but are not limited to:

a)    fees to rework any Printed Circuit Boards (PCBs);
b)    fees for materials and/or components already ordered by NDS and no longer required; and
c)    if applicable, a reasonable charge at an hourly rate to resolve any issues to the Order caused by a change in the scope of work.

NDS will not be obligated to proceed with any change until the Client has agreed to all adjustments to the scope of work proposed by NDS, including but not limited to changes in fees and the estimated delivery schedule.

3.2          Cancellation of an Order

The Client may not cancel an Order once received and accepted by NDS, unless such cancellation is approved in writing by NDS. The Client will be liable for any material or production costs incurred prior to cancellation.

4.            WARRANTIES AND LIABILITIES
4.1          90-Day Limited Warranty

Upon payment by the Client of all amounts owing related to the Order, NDS warrants that all Products delivered will be free from any defect in workmanship for a period of 90 days after the date of delivery (the “Warranty Period”). Within the Warranty Period, and upon the Client notifying NDS in writing of a defective Product, NDS shall, at NDS’s option, replace or repair the defective Product at no cost to the Client, or, if NDS determines that the defective Product cannot or should not be replaced or repaired, NDS shall refund to the Client the price of the Defective Product.

This warranty does not apply to damage or defect to any Product that occur as a result of:

transport or handling by a third-party shipping company;
use, storage, or maintenance of the Product in a manner that is not consistent with the requirements, guidelines, instructions, or specifications of NDS or any other manufacturer or entity involved in the production or manufacture of the Product or its components; or
modification of the Product after it has been delivered to the Client.

The Client may not assign any part of this warranty.

4.2          Limitation of Liability

The Client acknowledges that:

all Products produced by NDS are based on the design and/or engineering specifications supplied to NDS by the Client; and
NDS is not obligated to independently verify the integrity of the supplied specifications.

NDS will not be liable for any direct or indirect losses or damages of any kind arising out of the supply or use of the Products, whether such liability is based in contract, tort, strict liability, or otherwise, except to the extent that such liability cannot be excluded or limited under the laws governing this Agreement. NDS’s liability, if any, in any claim for loss is limited to the price paid by the Client for that part of the Order that relates to the loss suffered by the Client.

4.3          Indemnity by Client
The Client shall indemnify and hold harmless NDS and its authorized agents from and against:

all damage or deficiencies resulting from any misrepresentation, breach of warranty, or non-fulfilment of any covenant on the part of the Client under this Agreement or from any misrepresentation in or omission from any certificate or other instrument furnished or to be furnished to the Client under this Agreement;
NDS’s use of the design and engineering materials supplied by the Client;
the Client’s use, ownership, maintenance, transfer, transportation, or disposal of any Products, whether negligent or otherwise; and
all claims, actions, suits, demands, proceedings, assessments, judgments, damages, costs, and legal and other expenses incident to any of the foregoing.

This section 4.3 will survive the termination or expiration of this Agreement indefinitely.

5.            general
5.1          Non-Disclosure Agreement

If required by NDS, the Client shall sign a Non-Disclosure Agreement in favour of NDS in a form satisfactory to NDS.

5.2          Assignment

This Agreement may not be assigned by any party without the prior written consent of the other parties, which consent may be arbitrarily withheld.

5.3          Amendments and Waiver

No modification of or amendment to this Agreement is valid or binding unless set forth in writing and duly executed by all the parties and no waiver of any breach of any term or provision of this Agreement is effective or binding unless made in writing and signed by the party purporting to give the same, and unless otherwise provided, will be limited to the specific breach waived.

5.4          Severability

If any provision of this Agreement is determined by a court having jurisdiction to be unenforceable to any extent, the rest of that provision and of this Agreement will remain enforceable to the fullest extent permitted by law.

5.5          Further Assurances

The parties shall execute such further documents and instruments and to do such acts and things as may be necessary to implement and carry out the intent of this Agreement.

5.6          Governing Law

This Agreement is governed by and construed in accordance with the laws of the Province of British Columbia.