These terms (“Agreement”) govern the sale of NODO branded goods (“Product”) between Nodal Film Systems LLC, d.b.a. NODO Film Systems (“NODO”) and the Buyer (“Buyer”). This document acknowledges receipt of the Buyer’s order by NODO, and confirms the sale of Product evidenced by the invoice as expressly conditioned on the Buyer’s acceptance of the terms and conditions set forth herein.
RETURN POLICY
All products, unless noted in their description, may be returned within 30 days of delivery. Buyer must email info@nodo.film to before the 30 days is up to receive a RMA. Buyer then has 10 days from receiving an RMA to ship the product back. Buyer pays shipping. Product must be in like-new condition and be returned with all original documentation and branded packaging. After the product has been received by the NODO, we will issue a refund minus the original shipping.
New Condition - Certain NODO products that are machined metals such as aluminum or brass may be delivered to buyer with machining tool marks or marks from transportation. Purchaser understands this and may return or exchange products at buyer's shipping cost and liability.
WARRANTY
A Standard Warranty is granted to the original buyer by NODO for a period of one (1) year, parts and labor. The Standard Warranty covers parts and labor charges for Product that has been returned to an Authorized Service Center.
Certain NODO Product may contain an additional warranty beyond the Standard Warranty. Such a warranty only applies if the warranty is expressly contained in the product description. The warranty covers parts and labor for the period specifically stated on the product description.
Warranty Limitations – All NODO warranties do not cover (i) maintenance, repair or replacement necessitated by loss or damage resulting from any cause other than normal use and operation of the Product in accordance with NODO’s specifications and owner’s manuals, including but not limited to: theft, exposure to weather conditions, operator negligence, misuse, abuse, improper electrical/power supply; (ii) alterations, modifications or repairs by Buyer or unauthorized third parties; (iii) accident, disaster, improper handling or storage, droppage, modification, opening sealed components, use of third party accessories or acts of nature or any other peril originating from outside the Product; (iv) transportation damage, lack of or improper maintenance, defective batteries, battery leakage; and (v) cosmetic damage or other non-operating parts. Removal or modification of sealed components, including but not limited to, motors or electronics, voids any and all warranties. Breaking the seal on any sealed components, including but not limited to motors or electronics, is prohibited and voids any and all warranties unless otherwise approved by NODO. Any parts replaced by NODO during warranty repair are the property of NODO and will not be returned to Buyer. NODO may use refurbished parts for repairs or replacements.
EXCEPT AS SPECIFICALLY SET FORTH ABOVE, NODO AND ITS LICENSORS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO THE NODO PRODUCT OR ANY COMPONENT THEREOF, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. NODO AND ITS LICENSORS DO NOT WARRANT THE PERFORMANCE OR RESULT OF THE NODO PRODUCT.
Warranty Service Approval - Purchaser must request warranty service by emailing info@nodo.film or by filling out the online form. Purchaser must provide a copy of the original purchase receipt. Purchaser may also be required to provide documentation, such as videos or photos, of the issue requiring warranty service repair.
Warranty Service Shipping - NODO will pay for shipping for products within the United States or to-and-from original shipping country, as shown on the original receipt, for approved RMA within 30-days of purchase. If paying for shipping, NODO will choose the Authorized Service Center, shipping carrier, and shipping speed. If RMA request is made after 30-days of purchase or outside of the United States or original country of purchase, purchaser is responsible for all shipping costs and liability to-and-from Authorized Service Center. For all service requirements shipping across international borders, purchaser is responsible for understanding local laws and will pay any resulting customs fines, fees and taxes of local municipality.
Warranty Service Time - Once Authorized Service Center receives products requiring service NODO will provide an estimated time of repair. Repairs may take up to 5 weeks.
PRICES
All published prices are subject to change without notice. Written quotations shall expire thirty (30) calendar days from the date of quotation unless withdrawn in writing sooner. Verbal quotations are provided for budgetary guidance only. Unless otherwise specifically stated, prices are in U.S. Dollars.
TERMS OF PAYMENT
Deposits – On orders requiring a deposit, Buyer must make a deposit equal to the amount specified by NODO at the time of order. Reservation numbers and delivery estimates are provided at the sole discretion of NODO.
Method of Payment – At this time, Shopify is the preferred method of payment. To learn more about their accepted forms of payment visit shopify.com. All orders are payable in U.S. Dollars (USD).
Pre-orders – On orders labeled as a "Pre-Order", buyer has 10 days from date of order to request a full refund. After 10 days, maximum refund is 75% of original the purchase price.
Standard Payment Terms – All orders must be paid in full prior to shipment via wire transfer or credit card. NODO has the right to refuse any order, even after accepting payment or partial payment for such order. NODO will credit/refund any such payment made by the Buyer, if NODO rejects the order. Once Buyer has been notified that a product is allocated to them, the Buyer must have sufficient funds in Buyer’s account to cover the cost of the Product or remit payment in full within five (5) business days, or the order will be cancelled. All cancelled orders must be re-ordered (order positions based on re-order date).
Deposit Payments – Deposit payment may be remitted via wire transfer or credit card payments. NODO reserves the right to reject any order. NODO will credit or refund any payments if NODO rejects the order.
Balance Payments – Buyer must pay the full remaining balance of the invoice before order will be processed for shipment. Full balance payment must be made within five (5) business days of order confirmation or the order will be cancelled and the product allocated to the order will be released back to open inventory and may be unavailable thereafter. Balance payments may be remitted via wire transfer or credit card payment. Buyer authorizes NODO to charge the same credit card used for the initial order deposit or charge the credit card on file, if applicable, for the remaining balance payment without additional confirmation from Buyer. NODO reserves the right to reject any order. NODO will credit or refund any payments made if NODO rejects the order.
Leasing – At this time, NODO does not offer any leasing options for NODO Product. NODO does not affiliate, authorize, or support any entities offering leasing options for NODO Product. NODO assumes no liability for services or Products offered by unauthorized third-party entities offering NODO Product or services.
DELIVERY AND ACCEPTANCE
Unless otherwise provided by NODO in writing, all Product shipments shall be made Carriage Paid to Destination (CPT-Destination) from the NODO facility in Los Angeles, California, at which time the title, risk of loss or damage shall pass to the Buyer when the products are transferred to the carrier. Buyer shall be the importer of record for all purchased products, if applicable. Licensing requirements for importation to non-U.S. countries is the sole obligation of the Buyer. In the absence of specific shipping instructions from the Buyer, NODO will ship by the method it deems, in its sole discretion, most advantageous. Transportation charges will be collected prior to shipment. Unless otherwise specified, products will be shipped in standard commercial packaging. When special packaging or export instructions are requested by the Buyer, any additional costs will be the responsibility of the Buyer. NODO reserves the right to reject certain shipping or packing methods. All sales where Buyer opts to use Buyer’s preferred freight forwarder, the shipments will be made “ex works” (Incoterms 2010) from NODO’s facility, Los Angeles, California. NODO shall use reasonable efforts to notify Buyer of any anticipated delays in delivery. NODO will not be liable for any loss, damages or penalty resulting from delay in delivery. Acceptance of the Product by the Buyer shall occur no later than fourteen (14) days after receipt of Product. Product not rejected during this fourteen-day period shall be deemed accepted, and all returns shall be handled in accordance with Section 7 (Returns). Product cannot be rejected by Buyer based on criteria that were unknown to NODO or based on test procedures that NODO does not conduct.
RESTRICTIONS ON USE
Buyer will not cause or permit the modification or reverse engineering of software, electronics or sealed components of NODO Product without express written consent from NODO. Buyer will not develop or use non-NODO approved products or software that plug into or directly affect the function or performance of NODO Product without express written consent from NODO. Buyer will not cause or permit any reverse engineering of NODO Product. Buyer will not provide repair services for NODO Product without the express written consent from NODO. Buyer will not use NODO’s trademarks, including as part of a domain or company name or in keywords or online search optimizations, without the express written consent from NODO.
LIMITATION OF LIABILITY
IN NO EVENT SHALL NODO OR ITS LICENSORS BE LIABLE TO BUYER FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS (HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY), EVEN IF NODO OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NODO OR ITS LICENSORS’ LIABILITY FOR A PRODUCT (WHETHER ASSERTED AS A TORT CLAIM, A CONTRACT CLAIM OR OTHERWISE) EXCEED THE AMOUNTS PAID TO NODO FOR SUCH PRODUCT. NOT WITHSTANDING ANYTHING IN THIS AGREEMENT, IN NO EVENT SHALL NODO’S LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY BUYER TO NODO FOR PRODUCT IN THE LAST TWELVE (12) MONTHS. IN NO EVENT WILL NODO OR ITS LICENSORS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY BUYER. IN NO EVENT WILL NODO OR ITS LICENSORS BE LIABLE FOR DAMAGES ARISING OUT OF ANY LATE DELIVERY. THE LIMITATIONS SET FORTH HEREIN SHALL APPLY TO ALL LIABILITIES THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST BUYER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHERE THE DAMAGES ARISE OUT OF OR RELATED TO THIS AGREEMENT.
INDEMNIFICATION
Buyer shall indemnify, defend, and hold NODO and NODO’s officers, agents, other representatives and licensors harmless from all demands, claims, actions, causes of actions, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses incurred (including fees and disbursements of legal counsel) of every kind (i) based upon personal injury or death or injury to property to the extent any of the foregoing is proximately caused by Buyer’s misuse of the product or by the negligent or willful acts or omissions by the Buyer, or (ii) based on any breach of this Agreement by Buyer.
PROPRIETARY INFORMATION
NODO retains itself and its licensors all proprietary rights, including without limitation all patent, trademark, trade secret, copyright and other intellectual property rights in and to all NODO designs, manufacturing processes, engineering details, and other data pertaining to any Product sold except where the rights have been assigned pursuant to a written agreement with a corporate officer of NODO. The Products are offered for sale and sold by NODO on the condition that such sale does not convey any right, express or implied, stated or otherwise, under any intellectual property or manufacturing process. NODO and its licensors expressly reserve all intellectual property rights in the product. Without limiting the foregoing, all software included in the Products (including any updates to such software provided to Buyer, if applicable) is licensed to Buyer, not sold, and Buyer shall not transfer any such software apart from the Product, or modify, decompile, disassemble or reverse engineer or otherwise attempt to derive the source code of such software.
TAXES
Prices do not include any sales, local or other similar taxes. Where applicable, taxes will be shown on and added to your invoice. All such taxes shall be paid by Buyer.
RESALE
Buyer certifies and agree that Buyer is purchasing NODO Product for Buyer’s own use only and not for resale. Buyer shall not resell NODO Product or remove components from NODO Product for resale.
NON-WAIVER
Failure of NODO to insist upon strict performance of any terms and conditions herein shall not be deemed a waiver of any subsequent default of terms and conditions thereof.
LAW GOVERNING AND EXCLUSIVE JURISDICTION
This Agreement is to be interpreted in accordance with the laws of the State of California, United States of America. The sale of any NODO Product to Buyer is considered to have taken place in Los Angeles County, California and shall be governed by this Agreement. This Agreement will not be governed by the conflict of law rules or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Exclusive jurisdiction for any dispute arising from the terms and conditions of this Agreement shall be Los Angeles County, California and both Buyer and NODO waive all rights to have a dispute brought elsewhere.
FORCE MAJEURE
NODO shall not be liable for any delay or failure in performance caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failures, or any other causes beyond the control of NODO. Quantities are subject to availability. In the event of shortage, NODO may allocate sales and deliveries in its sole discretion.
HEADINGS
The section headings used herein are for convenience only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.
SEVERABILITY
If any of the terms and conditions of this Agreement are held to be invalid under any applicable statue or rule of law, they are, to that extent, deemed omitted.
ENTIRE AGREEMENT
These terms and conditions constitute the entire and exclusive agreement between Buyer and NODO concerning the products and Buyer’s purchase hereunder and supersedes any and all statements or other agreements, whether written or oral, between Buyer and NODO.
UPDATES TO TERMS AND CONDITIONS OF SALE
You can review the most current version of the Terms and Conditions of Sale at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms and Conditions of Sale by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of access to our website following the posting of any changes to these Terms and Conditions of Sale constitutes acceptance of those changes.
These Terms and Conditions of Sale were last updated on November 23, 2019.