1. All proposals issued by Nexise Manufacturing are binding for ninety (90) days and will be subject to review afterwards. Upon receipt of purchase order, letter of intent, deposit payment and/or signed proposal, the project will be deemed as a binding contract with a full understanding of these terms set forth and obligation of such by the buying party. All orders for the supply of goods, service(s) and/or products by Nexise Manufacturing will be subject to the conditions to the exclusion of any addition, modification, or variation except any that is agreed to in writing and approved on Nexise Manufacturing letterhead.
2. Nexise is not responsible for any item or feature not included in the description above.
3. All products, goods and/or services are to be taken at the time of completion. Any product not taken after that time will be billed and may incur deliver and storage charges. Any product or item not taken within thirty (30) days of notification of completion will result in a $750.00 monthly storage charge.
4. Nexise will not be responsible for any levies or taxes by Federal, State or Local Authority upon the sale or use of foregoing products. If we do not receive a certificate of capital improvement with your purchase order, the appropriate sales or use tax will be added to your final billing statement.
5. Order Acceptance: An executed contract or purchase order referencing our proposal number is required to commence the project. All purchase orders, or letters of intent are governed by the terms and conditions as specified by Nexise Manufacturing with no exception. It is understood that the terms and conditions as noted by Nexise Manufacturing will supersede any and all terms and conditions by others, regardless of any mutual agreements both verbal or written. In such circumstances, the terms by Nexise Manufacturing shall prevail. In all instance(s) buyer acknowledges and agrees to the fullest extent and understands that terms and conditions by others are deemed expressly rejected by Nexise Manufacturing regardless of any conditional terms and/or clauses from buying party whether in writing or verbal and shall be of no force or effect, at which the terms by Nexise Manufacturing shall be of full force and expressly govern any and all terms by others indefinitely upon immediate receipt of purchase order, signed agreement or other notice to Nexise Manufacturing to proceed with an order. In the event that conditions in any order, codes, purchase orders, AIA documents, letters and/or any documentation provided by buyer conflict with the terms and conditions as specified by Nexise Manufacturing, these terms shall prevail to the fullest extent with no exception. The terms and conditions by Nexise Manufacturing shall be deemed approved and accepted by buyer upon receipt of the purchase order, letter of intent, financial deposit or any other monetary exchange, or documentation, including electronic, to proceed with a project and/or signed agreement or electronic mail noting approval to proceed with manufacturing, service(s) and/or delivery of products or goods. Such instances shall be deemed acknowledged, accepted and understood that buyer agrees to the terms and conditions set forth by Nexise Manufacturing with no exceptions, objections or denial.
6. General Material Warranty: Nexise Manufacturing guarantees a warranty of all materials and workmanship for a period of one (1) year. This warranty is limited to any manufacturing defects, installation defects and/or materials damaged by Nexise. Damage to materials caused by use by others is not covered by the terms of warranty of Nexise. Warranty claims are to be made within fifteen (15) calendar days of delivery to an authorized representative of Nexise Manufacturing with photographs detailing the claim(s) for review and investigation.
7. Elevator Field Labor: All field work is to be completed during normal working hours, from 8:00 a.m. – 4:30 p.m., with the elevator being made available to us at all times during the scheduled dates provided by Nexise Manufacturing. Should a need for overtime hours occur, Nexise Manufacturing reserves the right to charge an overtime rate in the form of an additional cost change order to this proposal. All work will follow a detailed schedule provided by Nexise Manufacturing. Any and all requests for expedited completion will be subject to additional costs submitted through a change order and at the sole cost of the buyer.
8. Update to Terms: Nexise Manufacturing reserves the right to alter, update and/or change terms and conditions at their sole discretion. Any updates to the terms and conditions will be deemed accepted by buyer and will supersede previous terms and conditions by Nexise Manufacturing and will expressly follow section (5) of these terms and conditions. A copy of the most recent terms can be found online at www.nexisetech.com/terms. By use of the website and/or communication with authorized personnel of Nexise Manufacturing both written and/or verbal, consumer agrees to be bound by the most recent terms and conditions of Nexise Manufacturing with no exceptions.
9. Shop Drawings: We can provide shop drawings within two (2) to four (4) weeks of receipt of purchase order if required. This is subject to change based on the most current workflow.
10. Payment Delay: Delays in timely payments will result in project and/or projects for an account being removed from production workflow until buyer/customer’s full account is resolved and made current. Any scheduling conflicts that arise as a result of failure to meet payment deadlines will be at the sole responsibility of buyer. All fees associated with legal collection including lawyer fees, collection agency fees, lien fees, court of law fees, and any other fees not mentioned in this section will be at the sole responsibility of buyer.
11. Payment terms are subject to change at the discretion of Nexise Manufacturing based on customer’s payment history on their account. Buyer acknowledges, understands, and agrees that late payments are subject to a late fee plus a daily interest charge as noted on the account statement with no exception. Such fees will be reasonable and at the discretion of Nexise Manufacturing.
12. Elevator Equipment: Our agreement does not include removal and reinstallation of elevator doors, sills, contact switches, other elevator equipment, filing fees, necessary permits, load and balance tests, counterweight adjustments or electrical hookups (excluding factory wiring of light fixtures). All are to be provided by others at no cost to Nexise Manufacturing.
13. Elevators Permits: Building is responsible to verify with existing elevator contractor if there are any existing permits; otherwise, permits will need to be filed separately for an additional fee at no cost to Nexise Manufacturing. Nexise will not be held responsible for building’s failure to file for an elevator permit with the proper agency.
14. Termination of Contract/Project: In the event a customer decides to not move forward with a project after intention, Nexise reserves the right to charge a pro-rated fee for any work completed by Nexise including but not limited to sample manufacturing, engineering submittals and listings, third-party sourcing, subcontractors employed by Nexise, and any and all manufacturing completed by Nexise Manufacturing or one of its suppliers. Cancellation of any order shall only be by mutual consent, in writing and condition upon payment to Nexise Manufacturing all payments due on the account and of reasonable cancellation charges based on percentage of scope of work completed by Nexise Manufacturing. No order/project and/or contract shall be deemed terminated without written and final consent by an authorized member of Nexise Manufacturing, written on Nexise letterhead. At no point may a contract be cancelled mid-cycle of the project without authorization from Nexise Manufacturing. In such instances, the balances due on the account will be accelerated and must be paid within fifteen (15) days of approval of cancellation. Cancellations of orders shall not warrant any refund(s) of any payments made to Nexise Manufacturing. Such payments shall be relieved of any claims by buying party and applied to the account for services rendered by Nexise Manufacturing including but to limited to surveying, meetings, engineering, sample manufacturing and/or delivery, material procurement, production/manufacturing of goods, etc. Nexise reserves the right to charge a cancellation fee of 25% of the project order or $10,000.00, whichever is greater, for any projects approved by Nexise Manufacturing for cancellation.
a. Authorized members of Nexise Manufacturing is limited the following executive roles only: Ownership, President, Vice President, CEO and CFO only.
15. Delivery Dates: While Nexise Manufacturing will use its best endeavors to keep promised delivery dates, they are approximate, and no guarantee or warranty can be given. Time(s) and date(s) for delivery shall not be of the essence unless agreed to by Nexise Manufacturing in writing. Nexise accepts no liability for any loss, damages, or loss of profit resulting in delay of completed works or delivery of the goods howsoever, nor shall any delay entitle buyer/customer to cancel an order or not to accept delivery or withhold all or any part of the purchase agreement.
16. Force Majeure: If at any time Nexise Manufacturing shall be hindered or prevented from making or delivering goods by reason of strikes or other labor disputes, fire, war, accidents, governmental action, or any other cause beyond its control, Nexise may at any time during the continuance of such hinderance or prevention by notice to the buyer, terminate any contract between the parties without incurring any liability for costs or damages to the buyer by reason of such termination.
17. Title and Property: No property in the goods or products or any of them shall pass from Nexise Manufacturing to the buyer while the products, services or goods are in the possession and control of Nexise Manufacturing, its agents and subcontractors or any person, firm or company employed by Nexise Manufacturing. The risk in the goods shall pass from Nexise Manufacturing to the buyer upon delivery or collection of such goods to the buyer as is agreed with each order. Notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the buyer until Nexise Manufacturing has received payment in full for all goods delivered under the agreement and all other contracts between Nexise Manufacturing and the buyer for which payment of the full price of the goods, products and/or services has not been paid. Payment of the full price of the products, services or goods shall include the amount of interest or other sum(s) payable under the terms of this and all other contracts between Nexise Manufacturing and the buyer under which the goods, services and/or products were delivered. Buyer hereby grants Nexise Manufacturing, its agents and its employees an irrevocable license to enter any premises where the goods are stored and/or installed in order to repossess them or to inspect them at any time.
17.1 Repossesion: If a repossession must occur, notice will be given of said intention to move forward. Buyer understands and agrees that a scheduled date for the repossession will not be provided and that all items must be free and clear of any and all damages. Damages to any materials, items or goods that remain under the title of Nexise Manufacturing will be subject to damage fees as set forth by Nexise. It is further understood and agreed to that if Nexise Manufacturing, its employees and its agents are denied access to the premises to repossess the goods, there will be a penalty fee of $2,500.00 charged to the account statement per each visit that is denied. Should items be relocated to another location unbeknownst to Nexise Manufacturing, buyer will be held responsible for a value of three (3x) times the amount of the original purchase order/contract amount plus any interest, collection fees, repossession fees and/or legal fees.
18. Customer’s Property: Any and all property belonging to the buyer/customer (including raw materials) received by Nexise Manufacturing whether for incorporation into the goods or otherwise, will be held by Nexise Manufacturing at the customer’s risk as regards loss or damage or incorrect usage and the customer will indemnify and keep Nexise Manufacturing indemnified against any claim for loss, injury, damage, costs or otherwise caused by the said Customer’s property to any person, vehicle or property including but without limitation machinery used by Nexise in the course of its business save where any loss injury or damage shall arise directly from negligence. Such goods are the insurance responsibility of the customer while on Nexise’s premises. In the event said items/property remain in the custody of Nexise Manufacturing in any capacity or facility owned or leased by Nexise Manufacturing for a period greater than six (6) months, buyer/customer shall automatically transfer title of said items to Nexise Manufacturing, with full and final release of all financial costs, losses or claims against said property and at no future point gain access, title or authority to said property.
19. Customer’s Insolvency: If the Customer commits an act of bankruptcy or becomes insolvent or makes any arrangements with its creditors or being a company is placed in liquidation or suffers a receiver and/or administrator to be appointed, Nexise Manufacturing may without liability or notice and without prejudice to any other rights determine all or any contract with the Customer and the Customer will bear all and any loss or damage incurred by Nexise Manufacturing resulting from a resale of the goods comprised in such contract determined as aforesaid.
20. Right of First Repair/Resolution: Every project, contract, proposal and/or purchase order grants Nexise Manufacturing the right of first repair/resolution to any damages, conflicts, material defects, workmanship, installation and/or delivery. Shall any issue and/or issues arise as a result of poor-quality workmanship, delivery and/or installation, Nexise Manufacturing shall be granted full and undeniable access to remedy the situation at their sole expense within six (6) months of initial notification with no financial claims, losses, refunds and/or returns to the buyer/customer. No such instance of damages, conflicts, poor-quality workmanship, delivery and/or installation shall entitle buyer/customer to cancel an order or not to accept delivery or withhold all or any part of the purchase agreement and/or payments to Nexise Manufacturing without first allowing Nexise to rectify or remedy said defects or damages as specified in this section.
21. Claim’s Dispute: Any and all claims resulting from the workmanship, delivery, installation of any products and/or services provided by Nexise Manufacturing shall be delivered in writing via electronic mail or written letterhead within fifteen (15) days of delivery and/or installation. Nexise Manufacturing reserves the right to carefully investigate the validity of any and all claims. Buyer/customer agrees to grant full access to any real property, location and/or premises to an authorized representatives of Nexise Manufacturing to conduct said investigation with no limitations. Nexise Manufacturing shall provide a report of said investigation within thirty (30) days of the date of the claim submission with no limitations, damages or financial costs. It is further understood and agreed to that if Nexise Manufacturing, its employees and its agents are denied access to the premises to review and/or investigate the claims, there will be a penalty fee of $2,500.00 charged to the account statement per each visit that is denied. If Nexise Manufacturing is denied access for two (2) or more visits to the property to review the items noted in the claims request, it shall be acknowledged that buyer/customer is in material breach of the contract and shall be fully responsible for payment in full to Nexise Manufacturing as noted in the original agreement/contract(s), including any fees associated with legal, collection, arbitration and/or court of law fees.
22. Dispute Resolution: All parties agree that any claim or dispute relating to this agreement, a project contract/proposal, as well as any other matters, disputes, or claims, shall be Mediated and/or Arbitrated to resolve any and all issues. Initially, the parties agree to mediate the claims or dispute within sixty (60) days of the first claims/dispute communication via “Invitation to Mediate” in good faith with authorized executive representatives of member of each organization. Executive representatives shall be limited to Ownership, President, and/or Vice President of each party. If the matter has not been resolved by a Mediation procedure, within ninety (90) days of the initiation, the dispute may be referred to final and binding arbitration by any party to be administered by the National Arbitration and Mediation.
22.1 As per the rules and regulations of National Arbitration and Mediation: “The parties agree that all Mediations and Arbitrations shall be governed by NAM’s Comprehensive Rules and Procedures and the fee schedule in effect at the time such claim is filed. Any award of the Arbitrator is final and binding and may be entered as a judgment in any court having jurisdiction. In the event a court having jurisdiction finds any portion of this agreement unenforceable, that portion shall not be effective, and the remainder of the agreement shall remain effective. NAM can be contacted at 800- 358-2550 Attn: Construction Claims Dept., to file a claim for Mediation or Arbitration, respond to any questions regarding the dispute resolution process, or to request a copy of NAM’s current Comprehensive Rules and Procedures and fee schedule. This agreement shall be governed by and interpreted under the Federal Arbitration Act, 9 U.S.C. §1-16.”
23. Third Party/End User of Finished Goods: In the event buyer/customer is re-selling products and/or services by Nexise Manufacturing, buyer/customer agrees to ensure full compliance, acknowledgement and understanding of the terms and conditions of sale by Nexise Manufacturing by third-party/end user. Such compliance and/or understanding by third party and/or end user shall be at the full and sole responsibility of buyer/customer. At no point shall any third party and/or end-user of finished goods provided, manufactured, delivered, or installed by Nexise Manufacturing under this agreement, project, proposal, purchase order and/or letter of intent, be relinquished by the terms and conditions by Nexise Manufacturing until the full and final conclusion of project, installation, delivery and/or service(s). Party shall be subject and fully responsible for all terms and conditions as noted by Nexise Manufacturing under this agreement until the completion of each project, service, delivery and/or installation. Title of goods/services shall not pass from shall not pass to the buyer/customer or third-party and/or end user until Nexise Manufacturing has received payment in full for all goods delivered under the agreement. Third Party/End User are to be bound by the terms and conditions of sale by Nexise Manufacturing and shall have no right to financial claims, title, losses, refusal to remedy, denial of access to Nexise Manufacturing, refusal of access to Nexise, its agents, employees, or representatives.
24. Outside Vendors/Contractors: Buyer is hereby precluded from engaging in contract, verbal or written and/or hiring any outside vendor, contractor, subcontractor and/or employee to complete any form of the scope of work as noted in the purchase order agreement/contract without prior written approval by an authorized representative of Nexise Manufacturing. If at any point customer engages in such activity(ies), it is at the buyer’s own risk, outside of the agreement and will immediately void the warranty of any products, services or goods provided under the terms of the contract with Nexise Manufacturing. Buyer understands and agrees that in the event buyer engages with a party outside of Nexise Manufacturing while in contract with Nexise, to complete any form of the agreed upon scope of work, it will be at the sole expense of the buyer with no risk, responsibility, penalties or damages, etc., on Nexise Manufacturing and that buyer will be fully responsible for payment in full to Nexise Manufacturing as noted in the original agreement/contract(s).
25. Subcontractor: In the event of Nexise Manufacturing employing an agent or subcontractor to carry out the order or any part thereof Nexise will not be liable to the buyer/customer for any loss, damage or loss of profit arising from such delay or default and nor shall any delay or default entitle the buyer/customer to cancel any order or to refuse to accept delivery or withhold all or any part of the purchase price.
26. Libel/Defamation: The parties agree that in no event and at no point in time during the term of the contract or any time thereafter, shall either of party disparage, denigrate, slander, libel or otherwise defame the other party or the other’s business, businesses, services, properties, assets, employees, agents, subcontractors, representatives or personnel. Shall such instances occur, buyer shall be in violation of these terms and be held responsible for all damages, loss of profits to Nexise and any other costs to the highest extent as deemed appropriate in a court of law. Such instances of defamation and/or libel includes but is not limited to, harming the reputation of Nexise, its subsidiaries, its agents and associates to award a project to a competitor, attempt to remove Nexise from a pending project, and/or attempt to harm future profits, projects and/or the reputation of Nexise with future customers.
27. Intellectual Property: Both parties agree to the fullest extent without hesitation that any design, artwork, inventions, ideas, know-how, developments, techniques, methods, formula(s), drawings, creations, sketches or any item featured on documentation with Nexise Manufacturing’s logo and/or letterhead, as a result of bidding to perform services or performing services upon receipt of purchase order, financial exchange, letter of intent, contract, etc., whether or not reduced to practice and whether or not patentable, shall be the sole and exclusive property of Nexise Manufacturing. At no point may any party replicate, directly or indirectly, any item or design submitted by Nexise Manufacturing, whether common or uncommon in an industry. Such circumstances shall result in liquidated damages of forty-five (45%) percent of the total contract value be payable to Nexise Manufacturing. Nexise Manufacturing shall retain full ownership of any design, materials, trade secrets, products, product enhancements, etc., of any item or feature shown on renderings, shop drawings, sketches, emails, etc., submitted by Nexise Manufacturing.
27.1 Buyer understands and agrees to the fullest extent to not share, distribute, request pricing or bids, submit for manufacturing by another company, with any party any items mentioned in Section 27 of these terms and conditions unless written authorization is received by Nexise Manufacturing on Nexise letterhead. In such instances, buyer shall be liable to Nexise Manufacturing for liquidated damages in the amount of forty-five (45%) percent of the total contract value and/or $20,000.00, whichever is greater.
27.2 Buyer understands and agrees to the fullest extent that in the event a project with Nexise is cancelled for any reason, buyer is prohibited from utilizing any design, specified materials, and/or items mentioned in Section 27 of these terms and conditions. All items, scales, materials, dimensions reflected in shop drawings, bill of materials, sample submissions and/or renderings provided by Nexise Manufacturing shall remain as full intellectual property of Nexise and may not be used under any circumstances. In the event buyer engages in such acts, buyer shall be liable to Nexise Manufacturing for liquidated damages in the amount of sixty-five (65%) percent of the total contract value and/or $20,000.00, whichever is greater.
27.3 Buyer understands and agrees that any artwork or designs related to a project in contract with Nexise Manufacturing where Nexise shall engineer, adjust, scale, develop execution of design for manufacturing the finished product, ownership of the original artwork and/or design shall pass to Nexise Manufacturing with no exceptions and be reflected as intellectual property of Nexise. Buyer, its agents, designers, architects, subcontractors, employees, associates, affiliates, partners, etc., shall release ownership in full and not engage in use, sale, or distribution of said artwork and/or design without written authorization in writing on Nexise Manufacturing’s letterhead. In the event buyer, its agents, designers, architects, subcontractors, employees, associates, affiliates, partners, etc. engages in such acts, buyer shall be liable to Nexise Manufacturing for liquidated damages in the amount of $25,000.00 with no exceptions.
28. The agreement constitutes a mutual understanding between the parties regarding the subject matter hereof and may not be modified or altered by any terms on customer’s and/or buyer’s purchase order, acknowledgement, or any other document, regardless of when provided to Nexise Manufacturing.
updated: November 07th, 2021. As noted above, all previous, current and future contracts which have been approved by buyer whether through purchase order, letter of intent, executed contract or verbal intent shall be governed by these updated terms and conditions with no exceptions.
