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Terms and Disclaimer

Norgren® Standard Terms and Conditions of Sale 

Any order by a person (“Buyer”) for goods (an “Order”), if accepted, is accepted subject to these Norgren Standard Terms and Conditions of Sale (“T&Cs”), which 

are incorporated into any acceptance, acknowledgement, invoice and other document issued by Norgren, Inc. (“Seller”) in response to such Order (each a 

“Response”), and any reference thereto shall include these T&Cs. No waiver, alteration, or modification of these T&Cs shall be valid unless expressly agreed to in 

writing by Seller. The T&Cs constitute the entire agreement between the parties and any different, additional or conflicting terms or conditions set forth in Buyer’s 

purchase order or any other document issued by Buyer are expressly objected to by Seller and the terms hereof, including those contained in the applicable 

Response, shall exclusively govern the purchase and sale of the goods covered by the Response unless there is another manually signed agreement between the 

parties, which shall control to the extent there is a conflict between the terms of such agreement and these T&Cs. 

1. Payment Terms. Net 30 days from the date of invoice. Buyer agrees that any overdue amounts shall be subject to a late payment charge on the overdue 

balance of 1.5% per month or such lesser amount as is the maximum rate of interest allowed by law. Buyer shall pay any and all reasonable costs, including 

attorneys’ fees, incurred by Seller while collecting any delinquent balance. Debit memos are not accepted. 

2. Price. The Seller list or quoted price, which is subject to change without notice. The goods are invoiced at prices in effect on date of shipment. 

3. Delivery Terms. All goods are sold Ex-Works at Seller’s facility (“Shipping Point”) Incoterms 2000. Seller’s obligation to deliver the goods shall be fulfilled when it 

has delivered the same in good condition to a carrier at the Shipping Point. Unless otherwise specified, Buyer shall pay or reimburse Seller for all transportation, 

freight, insurance, loading, packaging and handling charges, taxes, duties, fees, storage, and all other charges applicable to the goods. Buyer shall not be 

responsible for any taxes based on Seller’s income. Buyer shall insure each shipment of goods with a reputable insurer for 110% of the full invoice value of such 

shipment and shall name Seller as an additional insured. Dates for delivery are estimates, not guarantees, and are determined from the date of Seller’s receipt of a 

written purchase order. Overtime and other expenses incurred to hasten delivery at Buyer's request shall be added to the quoted prices and paid by Buyer. 

Shipment of goods ready for delivery can be deferred beyond the date for delivery only with Seller's written consent. 

4. Title/Security. Title to the goods shall be retained by Seller, as a vendor’s lien, until such goods are paid for in full by Buyer. Buyer hereby grants Seller and 

Seller hereby reserves a purchase money security interest in and to the goods sold to Buyer together with all proceeds thereof to secure Buyer’s performance and 

payment. Buyer agrees upon Seller’s request to do all acts and execute all documents reasonably necessary to assist Seller’s perfection and maintenance of any 

such security title and right of possession, including, but not limited to, executing and filing documents with the appropriate governmental agency. 

5. Orders. Buyer shall submit a purchase order (“Purchase Order”) for the goods which shall, at a minimum, include: (a) part number of the goods ordered; (b) 

quantity; (c) price of the goods; (d) requested delivery date; and (e) shipping instructions and shipping address, including a statement that the goods will be 

shipped “EXW Shipping Point” or “EXW Origin” and if the Purchase Order states otherwise, the shipping terms shall be Ex-Works Shipping Point. All Purchase 

Orders are subject to acceptance by Seller. Buyer shall be responsible for all additional costs resulting from errors made in connection with telephone or hand 

written Purchase Orders accepted by Seller and any errors related to such a Purchase Order must be disputed within 72 hours from Seller’s receipt of the 

Purchase Order. Confirming Purchase Orders are not accepted by Seller. If such a confirming Purchase Order is sent to Seller, it may be treated as an original 

open Order and duplicated. Seller will not be responsible for expenses or inconveniences incurred thereby. If Buyer’s Order is in the form of a blanket Purchase 

Order, Buyer agrees that each release shall be treated as a separate sales transaction hereunder, that all releases shall be non-cancelable and, unless agreed in 

writing by Seller, all releases under such blanket Purchase Order shall be accepted by Buyer within 12 months of Seller’s Order acknowledgement. If the 

aggregate purchase price of goods pursuant to a Purchase Order is under $200, or such other amount that is agreed to from time to time by the parties, then the 

cost of such goods shall be rounded up to that minimum order value. 

6. Order Cancellation/Amendment. Orders cannot be canceled or amended except with Seller's written consent. Cancellation charges may be applied at Seller's 

discretion. Seller may, in its sole discretion and without liability, alter the specifications for any goods. 

7. Acceptance. Buyer shall conduct any incoming inspection tests on the goods within 10 days of delivery. In the event of any shortage, damage or discrepancy in 

or to a shipment of goods or pricing discrepancies, Buyer shall promptly give notice, but in no event later than within 30 days of delivery, thereof to Seller and shall 

furnish such written evidence or other documentation as Seller reasonably may deem appropriate. If such evidence indicates, in Seller’s reasonable judgment, that 

such shortage, damage or discrepancy existed at the time of delivery of the goods to the carrier, Seller shall promptly deliver additional or substitute goods to 

Buyer; provided, however, that Seller may, in its sole discretion, require Buyer to return all damaged goods prior to delivery of substitute goods. If Buyer shall fail to 

timely give Seller such written notice, the goods shall be deemed to conform to the warranty and Buyer shall be deemed to have accepted the goods and shall pay 

for the goods in accordance herewith. 

8. Termination. Seller shall have the right to cancel for default hereunder all or any part of Buyer’s order. This right of cancellation is in addition to and not in lieu of 

any other remedies which Seller may have in law or equity. 

9. Returns. No goods shall be returned to Seller without Seller’s prior written authorization to Buyer to make such returns and must be returned within 30 days of 

such authorization at Buyer’s cost. If Buyer returns goods in the manner required under the previous sentence, and if the returned goods are (a) in new, unused, 

unopened and undamaged condition; and (b) not more than 12 months after the original invoice date; the returned goods will, subject to the applicable handling 

charge, be accepted by Seller for return. Used or discontinued goods or parts or goods specially manufactured will not be accepted for credit unless specifically 

agreed to by Seller in its sole discretion. Buyer’s sole remedy for returns of goods shall be a credit for the purchase price less any handling charges. Returned 

goods are subject to a minimum of 20% handling charge. Returns found to be free of material and workmanship defects will be held for 20 days and if Buyer does 

not provide Seller repair or return instructions, the Seller will scrap the goods. 

10. Buyer’s Specifications. Buyer shall be solely responsible for ensuring that all specifications, drawings, information, advice, recommendations or requests 

provided to Seller by Buyer or any of its agents are accurate and suitable. Seller’s examination or consideration of any such specifications, drawings, information, 

advice, recommendations or requests shall not result in any liability on the part of Seller. 

11. Seller Warranty. Seller warrants that goods sold hereunder are warranted to be free from defects in material and workmanship for a period of two years from 

the date of invoice when used according to the manufacturer’s recommended usage and in an ordinary manner. Seller’s liability for breach of this warranty is 

limited to the repair of or replacement in kind or credit, at Seller’s option, of any items proved defective, in Seller’s reasonable discretion, provided the allegedly 

defective goods are returned to Seller prepaid. All costs and expense related to shipping of any replacement parts or goods shall be paid by Seller if there is a 

breach of this warranty but Buyer shall pay for all installation costs. Buyer must provide prompt written notice to Seller of any breach of this warranty to obtain its 






ABOVE IS SOLELY FOR THE BENEFIT OF BUYER. All claims hereunder shall be made by Buyer and not by Buyer’s customers. It shall not be deemed a 

“defect,” and Seller will not be liable under the warranty in this Section 11, if the goods have been exposed to any: (1) maintenance, repair, or other use that is 

improper for the good’s ordinary use or otherwise not in compliance with Seller’s instruction; (2) goods alteration, modification or repair by anyone other than Seller 

or authorized by Seller; (3) damage after shipment to Buyer; (4) improper voltage or wiring; or (5) use of parts that are not 100% compatible with the goods. 

12. Buyer Warranty. Buyer shall provide a no defect in materials or workmanship warranty with respect to each product sold to an end customer for a period not 

less than the then remaining warranty period related to such product and afforded to Buyer pursuant to Section 11 (Seller Warranty) above. Except with respect to 

the remedies provided by Seller to Buyer under Section 11, any other warranties or representations, or remedies for breach thereof, which Buyer may provide to its 

end customers shall be the sole responsibility of Buyer, and Seller shall not be bound thereby. Unless Buyer receives Seller’s prior written consent, Buyer will not  

sell Seller’s products to end-users or intermediaries that sell to end-users that will use or sell the products in a nuclear or in an-aircraft application or for any other 

application that Seller may notify Buyer of in writing. 

13. Damages Amount Limitation. Other than as set forth in Section 16 (Buyer Indemnification) and any breaches of Section 18 (Confidentiality) hereof, each 

party’s cumulative liability for damages to the other party for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including, 

but not limited to, negligence, shall be limited to the total contract price of the goods sold hereunder, plus or minus, as applicable, the amounts of all unpaid 

accounts payable and receivable between the parties, if any. 

14. Consequential Damages Limitation. In no event shall Seller’s liability of any kind include any special, indirect, incidental or consequential loss or damage, even 

if Seller shall have been advised of the possibility of such potential loss or damage. 

15. Sole Remedy. The sole and exclusive remedy for breach of any non-warranty obligation of Seller and the sole remedy for Seller’s liability of any kind (including 

liability for negligence) with respect to the goods and services provided to Buyer shall be to use all commercially reasonable efforts to promptly cure such breach. 

Buyer must commence any suit for a cause of action arising hereunder within one year from the date in which the facts that gave rise to the cause of action first 


16. Buyer Indemnification. Buyer shall hold harmless, indemnify and defend (at Seller’s request) Seller for any and all damages, liabilities, costs and expenses 

(including any costs of litigation, including but not limited to, attorneys’ fees and any other costs and expenses), fines, or losses in connection with any threatened 

or actual claims, actions, demands, investigations, or suits, including, but not limited to, claims or suits by third parties, arising out of any of the following: (a) 

Buyer’s negligent or willful acts, or those of its employees and/or agents, (b) such goods being repaired or altered by persons other than Seller (unless expressly 

authorized in writing by Seller), (c) in the event that Buyer modifies, or combines with any non-Seller goods, any of the goods purchased from Seller, and such 

modification or combination results in the actual or alleged infringement of any intellectual property rights of any third party, (d) from goods produced by Seller 

according to Buyer’s specifications, (e) any violations of export control laws by Buyer, or (f) Buyer’s breach of any provision in these T&Cs. 

17. Seller Intellectual Property Indemnification. Seller will defend, indemnify and hold harmless Buyer from and against any and all loss, damage, cost or expense 

(including reasonable attorney’s fees) arising as a result of any claim that the goods sold hereunder infringe any third party U.S. patent, copyright, trademark, trade 

secret or other intellectual property right. 

18. Confidentiality. “Confidential Information” means any of Seller’s business information, specifications and all related writings, drawings, designs and similar 

works or any other information which is disclosed by Seller and labeled or marked as confidential, proprietary or its equivalent, or oral or visual information that is 

designated confidential, proprietary or its equivalent at the time of its disclosure. All Confidential Information shall be the exclusive property of Seller, and Seller 

retains all its right, title and interest. Buyer agrees to use Confidential Information for the exclusive purpose of performance under the Purchase Order and not to 

disclose or provide any Confidential Information to any third party and to take all necessary measures to prevent any such disclosure by its employees, agents, 

contractors or consultants. Upon request of Seller or completion of the Order, Buyer shall return all Confidential Information to Seller and provide certification of 

such return. 

19. Tooling. Charges made for tools, dies, gauges, jigs, fixtures or equipment made or acquired by Seller in connection with the work do not convey title to or any 

proprietary interest in such tools. All such tools will remain the exclusive property of Seller. 

20. Force Majeure. Seller shall not be liable for any failure to perform this agreement when such failure is due to circumstances beyond its control. Circumstances 

beyond the control of Seller shall be deemed to include, but shall not be limited to, acts of God, governmental action, accidents, labor trouble, and inability to 

obtain materials, equipment or transportation. 

21. Waiver. No oral statements, recommendations or assistance given by a representative and/or distributor of Seller to Buyer or its representatives in connection 

with the use of the goods shall constitute a waiver by Seller of any of the provisions hereof, or affect Seller's liability herein. 

22. Arbitration. Except for any action where the sole relief sought is an injunction, any controversy or claim arising out of or relating to these T&Cs, or the making, 

performance or interpretation thereof, including without limitation alleged fraudulent inducement thereof, shall be settled by binding arbitration in Denver, Colorado 

by one arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon any arbitration award may be 

entered in any court having jurisdiction thereof. 

23. Miscellaneous. All provisions set forth herein regarding warranty, confidential information, indemnification, liability and limits thereon, and any other provisions 

that survive by their terms will survive any termination or expiration of any Response delivered in connection herewith pursuant to the terms of such sections. In 

the event that any provision of these terms is held to be illegal, invalid or unenforceable under any present or future law, rule or regulation, such provision shall be 

deemed stricken from these T&Cs, but such illegality, invalidity or unenforceability shall not invalidate any of the other provisions of these T&Cs. Buyer represents 

and covenants that it has, and will continue to, comply with all laws and regulations related to the goods sold hereunder, including, but not limited to, export control 

laws. This sale transaction shall be governed, construed and enforced solely by the laws of the State of Colorado. Buyer may not assign, including by operation of 

law, its obligations hereunder without Seller’s written consent. The relationship of Buyer and Seller is that of independent contractors. 

24. Compliance with the IMI Way. Buyer acknowledges that Seller has a code of responsible business (the “IMI Way”), which is available at 

Buyer shall, at all times, conduct, and cause its officers, directors, employees and/or agents to conduct, business ethically and in accordance with the provisions of 

the IMI Way. This Section 24 shall apply whether or not Buyer is acting pursuant to a Purchase Order or otherwise in its relationship with Seller. Buyer agrees that 

it must be able to demonstrate its compliance with the requirements referred to in this Section 24 at the request of and to the satisfaction of Seller which includes, 

but is not limited to, Seller having the right to inspect any site where Seller’s goods are being used or sold. If Buyer fails to comply with this Section 24, Seller shall 

be entitled, in its sole discretion, to terminate the Purchase Order or other agreements between Buyer and Seller without penalty to Seller, but with obligations for 

Buyer to remedy any damages suffered by Seller as a result of such termination or as a result of the breach of the Purchase Order by Buyer. 

25. Export Controls and Related Regulations. Buyer represents and warrants that it is not designated on, or associated with, any party designated on any of the 

U.S. government restricted parties lists, including without limitation, the U.S. Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List; 

Entity List or Unverified List; the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List; or 

the U.S. State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List. Buyer shall comply with all applicable U.S. economic sanctions 

and export control laws and regulations, including without limitation, the regulations administered by OFAC, the Export Administration Regulations administered by 

BIS, and the International Traffic in Arms Regulations administered by DDTC. Seller may terminate this Order and discontinue any ongoing supply to or business 

with Buyer immediately, without notice and without liability, upon Seller becoming aware that Buyer is named on any restricted party list. 

Norgren, Inc., 

5400 S. Delaware Street 

Littleton, Colorado 80120, 

Phone 303 794 2611