Samples Terms and Conditions

Conditions of Sample Product Order

All orders placed by Customer ("Customer") are subject to the terms of this Agreement. No change, alteration, deletion or modification of any of this Agreement is permitted without written permission by an authorized representative of Nuventix, Inc. ("Nuventix"). Any purported change submitted by a Customer in any additional documentation is hereby expressly rejected. Orders placed on forms deviating from these terms and conditions may be accepted, but solely on the basis that the terms of this Agreement will prevail.

1. When Customer places an order, Nuventix may verify the method of payment, shipping address and/or tax exempt identification number, if any, before processing the order. Nuventix may accept the order by processing the payment and shipping the samples, or may, for any reason, decline to accept the order or any part of the order. No order shall be considered to be accepted by Nuventix until the samples have been shipped. If we decline to accept the order, we will attempt to notify you using the email address or other contact information you have provided with your order. Customer agrees that Nuventix will not be responsible for any damage Customer incurs, or information Customer does not receive, as a result of Customer's failure to provide a valid email address.
2. The samples are provided to Customer for internal use evaluation purposes only. No other use of the samples is permitted. Customer shall not (a) rent, license, sublicense, lease, sell, transfer, lend or otherwise distribute the samples to anyone outside Customer; (b) reverse engineer or otherwise attempt to determine the structure, components, form, or detail of the samples or the Nuventix Technology or how the Nuventix Technology operates; (c) create derivative works of or modifications or alterations to the samples, or the Nuventix Technology; or (d) develop or manufacture, nor enter into any agreement with a third party to develop or manufacture, products based in whole or in part on the samples.
3. Customer understands and agrees that it does not acquire any title to or ownership in the Intellectual Property Rights in the samples or technology pertaining to the samples, that it is not authorized to transfer any title to or ownership in the Intellectual Property Rights in the samples or technologies pertaining to the samples and that all copyrights, trademarks, patents, trade secrets, design specifications, production know-how, and other intellectual property ownership rights relating to the samples belongs to Nuventix. Customer will not engage in any attempt to license, patent, register as a trademark, service mark, or copyright, or otherwise secure or infringe any of Nuventix's Intellectual Property Rights. Customer will not encourage or assist any other person (whether or not affiliated with Customer) to attempt to license, patent, register as a trademark, service mark, or copyright, or otherwise secure or infringe any of Nuventix's Intellectual Property Rights. The samples are offered for sale and are sold by Nuventix subject in every case to the condition that such sale does not convey any license, expressly or by implication, to manufacture, duplicate or otherwise copy or reproduce any of the samples.
4. The Parties understand that they may work together to develop or improve Customer's products. Any improvements, enhancements, derivative works, or other modifications to the samples are and shall remain the property of Nuventix, and under no circumstances shall Customer acquire any title to or ownership in the Intellectual Property Rights in the Product or technology pertaining to the Product regardless of whether such improvements, enhancements, derivatives or other modifications resulted in whole or in part from the work or efforts of Customer, and Customer hereby assigns any and all interests it may have in such improvements, modifications, enhancements and derivative works and agrees to take commercially reasonable steps to perfect Nuventix's interest in such improvements, enhancements, derivative works, or modifications.
5. All sales are EXW (Incoterms) unless otherwise agreed and liability and risk of loss or damage thereto shall pass to Customer upon Nuventix's tender of delivery of the samples to the carrier, and any loss or damage thereafter shall not relieve the Customer from any obligation hereunder. Customer agrees that it will be responsible for and pay all shipping, freight, duties and insurance charges incurred in such shipment. Terms of delivery shall be six weeks after receipt of Customer's order unless otherwise specified in writing by Nuventix. Nuventix agrees only to use reasonable efforts to deliver goods in accordance with its accepted delivery dates, but shall not be liable for delay or for failure to deliver any goods ordered. Nuventix shall promptly notify Customer if delivery of any Nuventix samples will be delayed and concurrently, notify Customer of the rescheduled delivery date. Notwithstanding any prior acceptance by Nuventix of an order for samples, Nuventix shall not be obligated to ship samples if Customer is in breach of this Agreement at the time of the scheduled shipment. Should orders for samples exceed Nuventix available inventory, Nuventix will allocate its available inventory and make deliveries on a basis Nuventix deems equitable in its sole discretion, without liability to Customer for the method of allocation chosen or its implementation. Nuventix reserves the right to make deliveries before any acknowledged scheduled delivery date. Nuventix may make partial shipments of samples ordered, to be separately invoiced and paid for upon shipment. Delay of delivery of any installments shall not relieve Customer of its obligation to accept the remaining deliveries. The foregoing remedies shall be Customer's sole remedy for any damages or claims by third parties arising out of Nuventix's delivery of the samples to Customer.
6. If Customer receives merchandise that has been damaged in transit, it is important to keep the shipping carton, packing material and parts intact. Please contact Nuventix immediately to initiate a claim.
7. Sales tax is charged on shipments in the state of Texas, unless Customer provides a tax exempt or resale certificate. If Customer has tax-exempt status, Customer must provide a valid tax exemption number evidencing status at the time of purchase. Nuventix will not refund tax amounts collected in the event a valid number is provided subsequent to shipment. If Customer provides a number that is not accepted for any reason by any governmental or regulatory authority, and Nuventix is required to pay tax on Customer's purchase, Customer will reimburse Nuventix for the amount of such tax, and Nuventix's reasonable expenses incurred in connection with the payment and collection of such tax.
8. Unless otherwise stated in writing, all samples are sold AS IS WITHOUT WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED BY NUVENTIX.
9. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY OR TORT, SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT OR REVENUES, LOSS OF USE OF THE PRODUCTS OR ANY ASSOCIATED EQUIPMENT, DAMAGE TO ASSOCIATED PRODUCTS, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES, SERVICE OR REPLACEMENT POWER, DOWN-TIME COSTS OR CLAIMS OF CUSTOMER'S CUSTOMERS FOR SUCH DAMAGES. NUVENTIX'S LIABILITY IN ANY CLAIM FOR ANY KIND OF LOSS OR DAMAGE ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR FROM ITS PERFORMANCE OR BREACH, OR FROM THE PRODUCTS OR SERVICE FURNISHED HEREUNDER, SHALL IN NO CASE EXCEED THE PRICE OF THE SPECIFIC PRODUCT OR SERVICE WHICH GIVES RISE TO THE CLAIM.
10. Nuventix shall have the unrestricted right to develop, sell, assign, license, or otherwise distribute its applications, products, services, prototypes, Proprietary Information, and Nuventix Technology to any third party. Customer agrees not to take or attempt to take any action that would limit Nuventix's independent development, assignment, licensing, distribution or use of Nuventix's applications, products, services, prototypes, Proprietary Information, and Nuventix Technology, or any applications or derivative works.
11. Both parties agree to abide by all applicable laws and regulations, adhere to all applicable laws and regulations of the U.S. Export Administration, and not export or re-export any technical data or products received from the other party, or the direct product of such technical data, to any proscribed country prohibited by the U.S. Export Administration unless properly authorized by the U.S. government.
12. This Agreement shall be governed under the laws of the State of Texas. All applicable provisions shall survive the termination or expiration of this Agreement. This contains the entire agreement between the parties. This Agreement is non-assignable, except in the case of a merger or acquisition of Nuventix. No change, modification, alteration or addition to any provision of this Agreement shall be binding unless it is in writing and signed by authorized representatives of both parties. If any provision of this Agreement shall be held illegal, unenforceable, or in conflict with any law having jurisdiction over this Agreement, the validity of the remaining portions or provisions hereof shall not be affected thereby.