Terms & Conditions of Sale

All sales of products (“Goods”) by NC ELEMENTS, LLC. (referred to herein as “Seller” and “NCE”) are subject to the terms and conditions of sale set forth herein (the “Terms”).

  1. PRICES: All prices are F.O.B. (or in the case of international orders Ex Works (EXW)) and exclusive of any federal, state, or local sales, use or excise taxes and/or duties. Wherever applicable, any tax will be added to the invoice as a separate charge to be paid by Buyer. All transportation and other charges are for the account of Buyer, including any increase or decrease in such charges prior to shipment.
  2. Default in Payment. If Buyer fails to make payments on any contract or order between Buyer and NCE in accordance with NCE’s terms on time, NCE, in addition to any other remedies available to it, may, at its option (a) defer further shipment until such payments are made and satisfactory credit arrangements are re-established; or (b) cancel the unshipped balance of any order.  Past due payments shall be charged the maximum interest allowed by law.
  3. Credit. All orders are subject to the approval of NCE’s Credit Department. Credit terms (including payment terms and credit limits) will be set according to NCE’s proprietary credit guidelines, which may be changed from time to time. Buyer’s credit terms and performance will be reviewed periodically per the guidelines and account credit terms are subject to change in NCE’s sole discretion.  NCE may at any time refuse to make shipment or delivery if Buyer fails to fulfill the terms and conditions of payment or fails to provide security in compliance with NCE’s credit guidelines. NCE may require payment in full or other security in advance.
  4. Transportation. NCE will use commercially reasonable efforts to comply with Buyer’s requests as to method of transportation, but NCE reserves the right to use an alternate method of transportation, whether or not at a higher cost to Buyer, if the method specified by Buyer is deemed by NCE to be unavailable or would compromise product quality or safety. In any such case, NCE shall promptly notify Buyer of any such change. Shipping needs to be PPAD with our special UPS account for all precious metal products, no exceptions.
  5. Cancellation. Orders cannot be canceled or modified after confirmation except accepted in writing by NCE. Cancellation charges will be made on the basis of costs incurred and time expended and will be born by the buyer.
  6. COMPLETE ORDERS: Seller reserves the right to call any order for standard Goods complete if the final shipment is within 1% of the total due.
  7. EXPORT COMPLIANCE: Seller’s quotation or order acceptance is contingent upon the overseas destination for shipment of products under a General License G-DEST (or other General License) under the Export Administration Regulations adopted by the United States Department of Commerce. Such products shall not be intended for and will not be utilized for shipment to embargoed countries as prohibited by 31 CFR, Chapter 5 of regulations adapted by the United States Treasure Department and 15 CRF Chapter 7 of the EAR.
  8. RISK OF LOSS: The Goods provided by Seller shall at all times after delivery to Buyer, Buyer’s agent or transportation company, whichever occurs first, be the sole responsibility of Buyer, and all loss or damage to said Goods or any part thereof shall be borne by Buyer (even if Seller has arranged for transportation), unless otherwise agreed in writing. Buyer shall make all claims for loss or damage to the applicable common carrier.
  9. DEFECTIVE GOODS: Claims for defective Goods or workmanship must be verified by Seller or an authorized representative of Seller, before return of any Goods. Further, shipping instructions and RMA number must be obtained from Seller before Goods are returned. All claims for shortage or defective Goods must be made within 30 days from the date of delivery.
  10. FORCE MAJEURE: NCE shall not be liable for any failure, delay in, or impairment of performance resulting in whole or in part from fire, floods, or other catastrophes; acts of God; severe weather conditions; strikes, lockouts, or labor disruption; pandemic (including COVID-19), epidemic, or quarantine; wars; riots; embargo delays; raw material market conditions; the inability to procure supplies or raw materials or shortages of transportation equipment, fuel or labor; or any other similar or dissimilar circumstance or cause beyond the reasonable control of NCE.
  11. CONFIDENTIALITY: Buyer shall keep all proprietary or non-public information or data confidential of or regarding Seller or the Goods, including without limitation all pricing, shipping and payment terms and other information disclosed and/or supplied by Seller as part of, or in conjunction with, the Contract.
  12. LIMITED WARRANTY: All goods are provided as is without any warranty whatsoever. NCE SHALL NOT BE LIABLE TO BUYER OR ANY THIRD PARTY, TO THE EXTENT PERMITTED BY LAW AND EVEN IF NCE HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY OF THE FOLLOWING DAMAGES NO MATTER WHETHER DEEMED DIRECT, INDIRECT, OR OTHERWISE: LOSS OF BUSINESS, LOST PROFITS, BUSINESS INTERRUPTION, DAMAGE TO GOODWILL OR REPUTATION, OR DEGRADATION IN VALUE OF BRANDS. NCE HEREBY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. In particular, and without limiting the foregoing disclaimer, NCE makes no representation or warranty as to the appropriateness, suitability or performance with regard to the design and any use of the goods, whether or not known by NCE and whether used alone or in connection with other products or materials.
  13. LIMITATION OF LIABILITY: SELLER’S TOTAL LIABILITY AND BUYER’S OR ANY THIRD PARTY’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, ARISING FROM OR IN CONNECTION WITH THE CONTRACT OR USE OF SELLER’S GOODS, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES ARISING FROM SELLER’S NEGLIGENCE OR BREACH OF ITS OBLIGATIONS HEREUNDER IN AN AMOUNT NOT TO EXCEED IN THE AGGREGATE THE AMOUNTS ACTUALLY PAID BY BUYER TO SELLER UNDER THE CONTRACT.
  14. Waiver. Waiver by NCE of any breach of any of the terms and conditions set forth herein shall not be construed as a waiver of any other breach, and the failure of NCE to exercise any right arising from any default of Buyer hereunder shall not be deemed to be a waiver of such right, which may be exercised at any subsequent time.
  15. ASSIGNMENT: Buyer shall not assign, without the prior written consent of Seller, any right or interest under the Contract. Any actual or attempted assignment without Seller’s consent prior written consent shall entitle Seller to terminate the Contract upon notice to Buyer.
  16. Choice of Law and Venue. All orders shall be governed by and interpreted in accordance with the laws of the State of North Carolina, excluding conflict of laws principles. Litigation of disputes arising under this order shall be brought only in federal courts in the State of North Carolina or, to the extent federal court is unavailable, state court in the State of North Carolina.
  17. Complete Agreement. These terms and conditions together with NCE’s PO Conditional Acceptance, invoice and, to the extent applicable, sales contract or agreement, constitute the entire agreement between Buyer and NCE with respect to any order.