Business Terms & Conditions

Table of Contents


Quotations Terms & Conditions

  1. Offer to Sell. Natural Fiber Welding, Inc. (“NFW”) hereby offers to sell the products described in this Quotation (the “Materials”) to you the recipient of the quote (the “Buyer”), but only on the terms and conditions described herein (“Terms and Conditions”). If Buyer submits to NFW a purchase order or other documentation with terms and conditions different from or additional to the terms and conditions described in this Quotation, NFW hereby objects to those terms and does not assent to them. No such term shall be considered a part of any contract between the Parties. The terms of NFW's Quotation, except for these Terms and Conditions, are not binding, do not constitute an offer and are subject to change without notice.

  2. Payment Terms. Buyer shall pay the Price in full in advance before shipment of the Materials.

  3. Price and Taxes. The quoted Price may be increased to the extent that NFW’s cost of the goods may be increased as a result of (1) any agreements, codes, or legislative enactments made or enacted pursuant to federal, state or municipal legislation; and (2) increase in the cost of labor or inputs. In addition to paying the quoted Price, Buyer is solely responsible and liable for any excises, levies, duties, customs charges, or taxes which NFW may be required to pay or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the Materials, and Buyer agrees to pay the amount thereof on the same terms as it shall pay the quoted Price.

    3.1. Confidential Price. Buyer acknowledges and agrees that the Price shall be confidential and not disclosed to third parties.

  4. Terms of Use; Restrictions.

    4.1. Transfer or Resale. Solely for the purpose of evaluating manufacturability, the Buyer may sell or transfer Materials, proofs of concept, prototypes, or finished goods made from Materials to its necessary supply chain partners under the condition that Buyer must notify NFW of said supply chain partner in advance of any such transfer. Except as provided herein, Buyer shall not sell any Materials, proofs of concept, prototypes, or finished goods made from the Materials to any third party.

    4.2. Ownership of Intellectual Property. No right, title, license, or other interest, either express or implied, is granted or implied by either Party. NFW retains all right and title in and to all of its Intellectual Property embodied in the Materials, related documentation and other technical data, delivered or disclosed to Buyer verbally or in drawings, written or printed matter, electronic storage media, or other form whatsoever.

    4.3. Reverse Engineering. The Buyer shall not analyze chemically or otherwise reverse engineer the Materials, or knowingly assist others with undertaking the same or assisting a third party to induce or enable infringement of NFW’s Intellectual Property and shall further take no action that jeopardizes or diminishes the value of any of NFW’s Intellectual Property.

    4.4. Transfer to China Prohibited. Buyer acknowledges and agrees that the Materials are not to be transferred to China.

    4.5. Patent Obtention. Buyer shall not file or claim patent rights based on use of the Materials.

    4.6 Non-Disparagement. The Parties will refrain from providing any disparaging information regarding NFW, Buyer, or the Materials.

  5. Returns. No Materials shall be returned for credit.

  6. Shipment. Unless specified and agreed to in a purchase order, all United States domestic shipments will be shipped EXW (Incoterms 2000), NFW’s designated facility. Unless specified and agreed to in a purchase order, all international shipments are FCA (Incoterms 2000) Peoria, Illinois.

  7. Title; Security Interest. Unless otherwise expressly agreed in writing by NFW and Buyer, title and risk of loss to the Materials shall be conveyed by NFW to Buyer at the time of delivery by NFW to Buyer’s Carrier at the point of shipment.

  8. Warranty Disclaimer. The Materials are provided “AS IS” with no warranties, whether express or implied, including any warranties of merchantability or fitness for a particular use.

  9. Limitation of Liability. Notwithstanding anything to the contrary contained in this Terms and Conditions, NFW and Buyer waive all claims against each other (and against each other’s parent company, affiliates, contractors, subcontractors, consultants, agents and vendors) for any consequential, incidental, indirect, special, exemplary or punitive damages (including but not limited to, loss of actual or anticipated profits, revenues or product; or loss of use), and regardless of whether any such claim arises out of breach of contract, tort, product liability, indemnity, contribution, strict liability or any other legal theory. IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL NFW’S CUMULATIVE LIABILITY TO BUYER EXCEED THE PRICE GIVING RISE TO THE CLAIM OR CAUSE OF ACTION.

  10. Indemnification. In addition to the foregoing, Buyer agrees to save and hold NFW harmless from any claims, demands, liabilities, costs, expenses, or judgments arising in whole or in part, directly or indirectly, out of the negligence or lack of care by Buyer or Buyer’s customers, agents, employees, or invitees involving the use of the Materials supplied by NFW. This indemnification shall include all costs, attorney’s fees and other expenses paid or incurred by or imposed upon NFW in connection with the defense of any such claim.

  11. Miscellaneous. Any purchase is governed by the laws of the State of Illinois without reference to its choice of law rules. The headings contained herein are included solely for convenience of reference and shall not affect the language included herein. These Terms and Conditions may be signed in counterparts, provided that each copy thereof contains the signatures of both parties in either original writing and/or an electronic image of such original writing. The Parties agree that a signature transmitted electronically or by facsimile shall be deemed to be an original signature for all purposes hereunder.

Purchasing Terms & Conditions of Goods and Services

  1. Applicability.  

    1. These terms and conditions of purchase (these "Terms") are the only terms which govern the purchase of the goods ("Goods") and services ("Services") by Natural Fiber Welding, Inc. ("NFW") from the seller named on the reverse side of these Terms ("Seller"). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods and Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.

    2. The corresponding purchase order (the "Purchase Order") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Seller's general terms and conditions of sale regardless of whether or when Seller has submitted its sales confirmation or such terms. This Agreement expressly limits Seller's acceptance to the terms of this Agreement. Fulfillment of this Purchase Order constitutes acceptance of these Terms.

  2. Delivery of Goods and Performance of Services.  

    1. Seller shall deliver the Goods in the quantities and on the date(s) specified in the Purchase Order or as otherwise agreed in writing by the parties (the "Delivery Date"). If no delivery date is specified, Seller shall deliver the Goods within 14 days of Seller's receipt of the Purchase Order. If Seller fails to deliver the Goods in full on the Delivery Date, NFW may terminate this Agreement immediately by providing written notice to Seller and Seller shall indemnify NFW against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller's failure to deliver the Goods on the Delivery Date. NFW has the right to return any Goods delivered prior to the Delivery Date at Seller's expense and Seller shall redeliver such Goods on the Delivery Date.

    2. Seller shall deliver all Goods to the address specified in the Purchase Order (the "Delivery Point") during NFW's normal business hours or as otherwise instructed by NFW. Seller shall pack all goods for shipment according to NFW's instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Seller must provide NFW prior written notice if it requires NFW to return any packaging material. Any return of such packaging material shall be made at Seller's risk of loss and expense.

    3. Seller shall provide the Services to NFW as described and in accordance with the schedule set forth on the reverse side of these Terms and in accordance with the terms and conditions set forth in these Terms.

    4. Seller acknowledges that time is of the essence with respect to Seller's obligations hereunder and the timely delivery of the Goods and Services, including all performance dates, timetables, project milestones and other requirements in this Agreement.

  3. Quantity. If Seller delivers more or less than the quantity of Goods ordered, NFW may reject all or any excess Goods. Any such rejected Goods shall be returned to Seller at Seller's sole risk and expense. If an NFW does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.

  4. Shipping Terms. Delivery shall be made FOB Delivery Point/in accordance with the terms on the face of this Agreement. The Purchase Order number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence and any other documents pertaining to the Purchase Order.

  5. Title and Risk of Loss. Title and risk of loss passes to NFW upon delivery of the Goods at the Delivery Point.

  6. Inspection and Rejection of Nonconforming Goods. NFW has the right to inspect the Goods on or after the Delivery Date. NFW, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If NFW rejects any portion of the Goods, B NFW buyer has the right, effective upon written notice to Seller, to: (a) rescind this Agreement in its entirety; (b) accept the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of the rejected Goods. If NFW requires replacement of the Goods, Seller shall, at its expense, promptly replace the nonconforming or defective Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, NFW may replace them with goods from a third party and charge Seller the cost thereof and terminate this Agreement for cause pursuant to Section 17. Any inspection or other action by NFW under this Section shall not reduce or otherwise affect Seller's obligations under the Agreement, and NFW shall have the right to conduct further inspections after Seller has carried out its remedial actions.

  7. Price. The price of the Goods and Services is the price stated in the Purchase Order (the "Price"). If no price is included in the Purchase Order, the Price shall be the price set out in Seller's published price list in force as of the date of the Purchase Order. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of NFW.

  8. Payment Terms. Seller shall issue an invoice to NFW on or any time after the completion of delivery and only in accordance with these Terms. NFW shall pay all properly invoiced amounts due to Seller within 60 days after NFW's receipt of such invoice, except for any amounts disputed by NFW in good faith. Without prejudice to any other right or remedy it may have, and FW reserves the right to set off at any time any amount owing to it by Seller against any amount payable by NFW to Seller. In the event of a payment dispute, NFW shall deliver a written statement to Seller listing all disputed items and providing a reasonably detailed description of each disputed item. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under this Agreement notwithstanding any such dispute.

  9. Seller's Obligations Regarding Services. Seller shall:

    1. before the date on which the Services are to start, obtain, and at all times during the term of this Agreement, maintain, all necessary licenses and consents and comply with all relevant laws applicable to the provision of the

    2. comply with all rules, regulations and policies of NFW, including security procedures concerning systems and data and remote access thereto, building security procedures, including the restriction of access by NFW to certain areas of its premises or systems for security reasons, and general health and safety practices and

    3. maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by Seller in providing the Services in such form as NFW shall approve. During the term of this Agreement and for a period of two years thereafter, upon NFW's written request, Seller shall allow NFW to inspect and make copies of such records and interview Seller personnel in connection with the provision of the

    4. obtain NFW's written consent which may be given or withheld in NFW’s sole discretion, prior to entering into agreements with or otherwise engaging any person or entity, including all subcontractors and affiliates of Seller, other than Seller's employees, to provide any Services to NFW (each such approved subcontractor or other third party, a "Permitted Subcontractor"). NFW's approval shall not relieve Seller of its obligations under the Agreement, and Seller shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Seller's own employees. Nothing contained in this Agreement shall create any contractual relationship between NFW and any Seller subcontractor or

    5. require each Permitted Subcontractor to be bound in writing by the confidentiality provisions of this Agreement, and, upon NFW's written request, to enter into a non-disclosure or intellectual property assignment or license agreement in a form that is reasonably satisfactory to

    6. ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on behalf of the Seller, are properly licensed, certified or accredited as required by applicable law and are suitably skilled, experienced and qualified to perform the

    7. ensure that all of its equipment used in the provision of the Services is in good working order and suitable for the purposes for which it is used, and conforms to all relevant legal standards and standards specified by the NFW; and

    8. keep and maintain any NFW equipment in its possession in good working order and shall not dispose of or use such equipment other than in accordance with the NFW's written instructions or authorization.

  10. Change Orders. NFW may at any time, by written instructions and/or drawings issued to Seller (each a "Change Order"), order changes to the Services. Seller shall within 7 days of receipt of a Change Order submit to NFW a firm cost proposal for the Change Order. If NFW accepts such cost proposal, Seller shall proceed with the changed services subject to the cost proposal and the terms and conditions of this Agreement. Seller acknowledges that a Change Order may or may not entitle Seller to an adjustment in the Seller's compensation or the performance deadlines under this Agreement.

  11. Warranties.  

    1. Seller warrants to NFW that for a period of 12 months from the Delivery Date, all Goods will:

      1. be free from any defects in workmanship, material and

      2. conform to applicable specifications, drawings, designs, samples and other requirements.

      3. be fit for their intended purpose and operate as

      4. be

      5. be free and clear of all liens, security interests or other encumbrances; and

      6. not infringe or misappropriate any third party's patent or other intellectual property rights.

        These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by NFW.

    2. Seller warrants to NFW that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement; and

    3. The warranties set forth in this Section 11 are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of NFW's discovery of the noncompliance of the Goods or Services with the foregoing warranties. If NFW gives Seller notice of noncompliance pursuant to this Section, Seller shall, at its own cost and expense, promptly (i) replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to Seller and the delivery of repaired or replacement Goods to NFW, and, if applicable, (ii) repair or re-perform the applicable Services.

  12. General Indemnification. Seller shall defend, indemnify and hold harmless NFW and NFW's parent company, their/its] subsidiaries, affiliates, successors or assigns and its/their respective directors, officers, shareholders and employees (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the Goods and Services purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without NFW's prior written consent.

  13. Intellectual Property Indemnification. Seller shall, at its expense, defend, indemnify and hold harmless NFW and any Indemnitee against any and all Losses arising out of or in connection with any claim that NFW's or Indemnitee's use or possession of the Goods or use of the Services infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. In no event shall Seller enter into any settlement without NFW's or Indemnitee's prior written consent.

  14. Limitation of Liability. Nothing in this Agreement shall exclude or limit (a) Seller's liability under the terms of this agreement, or (b) Seller's liability for fraud, personal injury or death caused by its negligence or willful misconduct.

  15. Insurance. During the term of this Agreement and for a period of 12 months thereafter, Seller shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $5,000,000.00 with financially sound and reputable insurers. Upon NFW’s request, Seller shall provide NFW with a certificate of insurance from Seller's insurer evidencing the insurance coverage specified in these Terms. Upon the request of NFW, the certificate of insurance shall name NFW as an additional insured. Seller shall provide NFW with 21 days' advance written notice in the event of a cancellation or material change in Seller's insurance policy. Except where prohibited by law, Seller shall require its insurer to waive all rights of subrogation against Seller's insurers and Seller.

  16. Compliance with Law. Seller shall comply with all applicable laws, regulations and ordinances. Seller shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Seller shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Seller. Seller assumes all responsibility for shipments of Goods requiring any government import clearance. NFW may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

  17. Termination. In addition to any remedies that may be provided under these Terms, NFW may terminate this Agreement with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods or the seller's delivery of the Services, if Seller has not performed or complied with any of these Terms, in whole or in part. If the Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against its proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then NFW may terminate this Agreement upon written notice to Seller. If NFW terminates the Agreement for any reason, Seller's sole and exclusive remedy is payment for the Goods received and accepted and Services accepted by NFW prior to the termination.

  18. Waiver. No waiver by NFW of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by NFW. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

  19. Confidential Information. All non-public, confidential or proprietary information of NFW, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by NFW to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the purpose of performing this Agreement and may not be disclosed or copied unless authorized in advance by NFW in writing. Upon NFW's request, Seller shall promptly return all documents and other materials received from NFW. NFW shall be entitled to injunctive relief for any violation of this Section.

  20. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such party's (the "Impacted Party") failure or delay is caused by or results from the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; [and] (f) national or regional emergency; and (g) strikes, labor stoppages or slowdowns or other industrial disturbances; and [(h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within 5 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 60 days following written notice given by it under this Section 20, the other party may thereafter terminate this Agreement upon 30 days' written notice.

  21. Assignment. Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of NFW. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. NFW may at any time assign or transfer any or all of its rights or obligations under this Agreement without Seller's prior written consent to any affiliate or to any person acquiring all or substantially all of NFW's assets.

  22. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

  23. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

  24. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Illinois.

  25. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Illinois in each case located in the City of Peoria and County of Peoria , and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

  26. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

  27. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

  28. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Insurance, Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction and Survival.

  29. Amendment and Modification. These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.

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