Standard Terms and Conditions of Sale

Updated 02/01/2021 Rev.10

BINDING AGREEMENT - An order becomes binding only upon NB’s issuance of its purchase order acknowledgment. No provision hereof may be waived or changed except in writing, signed by an official of NB.


    Prices quoted are valid for 21 days and are contingent upon steel prices as of the date this quotation. To the extent unit costs for steel increase between the date of this quotation and the date that steel is actually procured for any orders issued pursuant to this quotation, any such increases shall be added to the prices quoted herein and borne by the Purchaser (see Item #5). Due to the extreme volatility of the metal market, we reserve the right to make adjustments to price and availability based on changes to the raw material cost using the HDG CRU index for finished steel upon receipt of order, release from credit hold, or drawing approval, if drawings are required for the order. Noise Barriers shall use its best efforts to procure steel the most favorable price possible to limit the amount of increase, if any, to the prices quoted herein. Noise Barriers shall place orders for steel materials as soon as practically possible after receipt of notification from Purchaser that delivery and invoicing for materials will be accepted. Noise Barriers shall notify Purchaser at time of procurement of materials of any increases in costs which will be passed through. Purchaser agrees that any such increased cost pass through shall be paid in full to Noise Barriers. Adjustments will be made to the Material prices only (Installation and Engineering are not to be subject to this escalation) based on the final quotation date value. As a means of indexing these price increases, Noise Barriers will use the HDG CRU Index for finished steel pricing.

  • TERMS OF PAYMENT - The purchase price of the Goods or Services is the price stated on the face of the NB Invoice (the “Price”). NB shall invoice Customers for the Goods or Services within five (5) days of completion. Unless otherwise stated, Customer shall pay all properly invoiced amounts Net 30 days with approved credit. All credit card payments are subject to a transaction fee of 3%.


    Orders shipping outside the USA must be Letter of Credit or payment prior to shipment. NB's acceptance of a Purchase Order and shipment of goods pursuant thereto shall at all times be subject to NB's approval of Customer's credit. Customer agrees that it shall provide to NB from time to time any and all financial information which NB reasonably requests to establish and maintain Customer’s credit approval. Notwithstanding anything herein or in any agreement between the parties to the contrary, NB reserves the right to: (a) change Customer's credit authorization or require different credit terms (any such change in credit terms will be based upon the standard credit underwriting criteria then in effect at NB); (b) require Customer to provide security or credit enhancements acceptable to NB as a condition of accepting purchase orders or completing shipments of goods pursuant to accepted purchase orders; and/or; (c) require the payment of a deposit. NB shall use commercially reasonable efforts to provide Customer with as much advance notice as practicable of any change in credit terms.

    Customer agrees to exempt NB from any retainage mandates. In situations where retainage is defined, NB’s Terms of Payment apply.

  • RESTRICTIONS OF PAYMENT - Liquidated damages, consequential damages, penalty clauses or other restrictions of payment are not acceptable.

  • PURCHASE PRICE ADJUSTMENT - The purchase price set forth in the Quotation is subject to adjustment until fifteen (15) days prior to the production date. Any purchase price adjustment to the purchase price set forth in the Quotation (the “Purchase Price Adjustment”) will be reasonably based upon increased raw material costs as indicated by industry accepted indexes (i.e. AMM,CRU,Platts). If NB exercises such Price Adjustment, Customer may cancel the order with respect to any Price Adjusted Goods as long as the cancellation occurs prior to ten (10) days to the production date.

    If, after the issuance by NB of a Quotation, a Governmental Action (as herein defined) is issued or enacted, and the effect of such Governmental Action is to require that the applicable Goods include additional equipment or comply with new standards, the direct costs associated with conforming the Goods to the requirements of the Governmental Action will be added to the applicable invoice and paid by Customer. As used herein, the term "Governmental Action" means any order, decree, directive, law or regulation promulgated, issued or enacted by any legislative body or agency having jurisdiction that pertains to the manufacture, operation or sale of any goods.

  • CANCELLATION - Orders are not subject to cancellation after Customer’s receipt of NB’s purchase order acknowledgment, except, as noted in Purchase Price Adjustment, or upon written consent and due remuneration for all services and costs incurred or assumed by NB in fulfillment of any order to contractual obligation. If cancellation is made prior to Approved Drawing Submittal the cancellation fee shall be 10% of the quote. If cancelled after Approval Drawings have been submitted the cancellation fee shall be 25%. If cancelled after NB has been given notice to proceed the cancellation charge shall be 25% plus the cost of materials and labor that have been worked on at time of cancellation.

    In addition to any remedies provided herein, NB may terminate this Agreement with immediate effect, either before or after acceptance of Goods or Services, if Customer has breached any of the Terms herein, if the Customer becomes insolvent, commences or has commenced by it or against its bankruptcy proceedings, receivership, reorganization or assignment for the benefit of creditors. If Customer terminates the Agreement for any reason, Customer's sole and exclusive remedy is payment for the Goods or Services received and accepted by NB prior to the termination.

  • CLAIMS - All claims must be made within thirty (30) business days from receipt of merchandise. When and if claims arising out of quality of NB merchandise are found by NB to be justified, replacement or correction will be made. NB does not assume any liability for claims of damages beyond such adjustment.

  • WARRANTY - Items of NB manufacture are warranted by NB for a period of one (1) year from the date of shipment as merchantable, fit for the designated purpose, and free from defective material or workmanship. Such warranty is limited to repair or replacements of materials FOB our plant. Prior written permission by NB is required for any return shipments. This warranty will not apply to such products or parts which have been subject to abuse, misapplication or misuse. Any applicable statute of limitations runs from the date of Customer discovery of the noncompliance. If Customer gives NB notice of noncompliance, NB shall, at no cost to Customer, promptly replace or repair the nonconforming Goods or Services. NB will make needed arrangement with the Customer so that the required repairs or services may be performed. THIS WARRANTY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, INCLUDING ALL OTHER WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

  • AVAILABILITY OF MATERIALS AND OTHER CAUSES - All orders are subject to availability of materials. NB shall not be liable in damages and has the right to terminate purchase orders for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God (to include but not limited to flood, fire, explosion, etc.), government restrictions/tariffs, strikes, labor outages, wars, insurrections, or any other cause beyond the reasonable control of NB.

  • CHANGE ORDERS - Customer may, from time to time, initiate changes by issuing to NB written notices (each, a “Change Agreement”) that alter, add to, or deduct from the Goods or Services, but that are otherwise subject to our Terms. NB will promptly comply with the terms of any Change Agreement up to the day of production release provided change order is in writing and signed by an authorized representative, with reasonable consideration given to availability of components and required additional engineering. There will be no obligation to consider change orders when received verbally or submitted post production release. CHANGE FEES WILL BE ADMINISTERED BASED ON THE SCOPE OF THE REQUESTED CHANGE.

  • TAXES - No Federal, State, and/or local taxes including, but not limited to, value added tax, goods and services tax, sales, use or consumption tax. Any such Taxes shall be paid by the Customer, and NB will add applicable sales tax to all invoices except where appropriate tax exemption certificates are submitted to NB. Non-taxable orders require a tax-exempt certificate. No sales or use tax shall be added when a valid tax exemption is indicated by Customer. Unless specified otherwise on the Purchase Order, all prices are inclusive of materials, and Customer shall be solely responsible for and pay, all federal, state, and local taxes.

  • DELIVERY/FREIGHT - AMOUNT ESTIMATED FOR FREIGHT IS BASED ON MARKET CONDITIONS AT THE TIME OF QUOTE PREPAPRATION. ACTUAL FREIGHT COST WILL BE INVOICED AT THE TIME OF SHIPMENT. EXPORT FEES, CUSTOM FEES AND/OR DOCUMENTATION FEES WILL BE ADDED TO THE FREIGHT EXPENSES WHEN APPLICABLE. IN NO WAY ARE FREIGHT ESTIMATES TO BE CONSIDERED FIRM PRICES. SECONDARDY CHARGES ARE THE RESPONSBILITY OF THE CUSTOMER. Delivery of goods shall be ex works Factory and in accordance with Customers instructions. Freight Collect, Prepay & Add, or other terms may be subject to a handling surcharge. At Customer’s request, NB may arrange shipment of the goods by common or contract carrier, with Customer as the consignee, to such destination. NB will make a good faith effort to honor Customer's shipping instructions and ship goods on or before any stated shipping date; however, such shipping date is an estimate only and NB shall not be liable for any delays in shipment and any delays in shipment shall not relieve Customer of its obligation to accept the goods. Customer shall take delivery of its goods within ten (10) business days of notice of production completion. After ten (10) business days, Customer shall pay a storage fee of twenty-five dollars ($25.00) per business day per crate with NB reserving the right to transport and deliver the goods to Customer solely at the Customer’s expense. Unless NB arranges shipment, Customer agrees that it shall be Customer's responsibility to ensure that the carrier delivering goods to Customer has adequate insurance in full force and effect to cover any and all loss or damage to any goods which may result from delivery or transport of the goods. Risk of loss and damage to goods shall pass to Customer upon shipment from the shipping point.

    If Noise Barriers arranges and pays the shipping, NB will have to file the freight claim. If the Customer arranges and pays the freight they are responsible for filing the claim. The responsible party has 4 days from delivery to report any damage to us so we can initiate claim with carrier. After that four day window noise Barriers cannot file a claim and the Customer is now responsible for paying the cost of the replacement material. If Noise Barriers has a freight claim NB will not be responsible for any back charges in the time required to fabricate the replacement parts.

  • INSTALLATION - (where performed or supervised by NB) refer to the quote for specific scope.

    1. No charges either to unload at the receiving platform or transfer materials to the installation site shall be borne by NB unless expressly stated

      in the Noise Barriers’ quote.

    2. Installation quotes are based on the work site area that is to be free and clear of all obstruction.

    3. NB’s responsibility for the installation of Noise Barriers’ product does not include the wiring of any electrical fixtures or final connection to building electrical service. All electrical work must be done by others. NB is not responsible for connection of any silenced ventilation system to the host building HVAC system.

  • REMEDIES - In the event of a default by Customer, or if NB deems itself insecure, NB may suspend all shipments until all delinquencies and defaults are cured and adequate assurances of performance by Customer are given to NB. CUSTOMER SHALL BE LIABLE TO NB FOR AND SHALL PAY TO NB ALL COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED BY NB TO COLLECT THE PURCHASE PRICE FROM CUSTOMER OR OTHERWISE TO ENFORCE ANY AGREEMENT IN THE EVENT OF CUSTOMER'S BREACH. In the event of a default by Customer, NB shall have all remedies available under the Illinois Uniform Commercial Code, § 810 ILCS 5/, as amended, and as otherwise provided by applicable law.

  • INDEMNIFICATION - Customer shall notify NB of any accident or condition resulting in personal injury or property damage involving any goods when Customer reasonably believes or should have reasonably believed through the exercise of due diligence that the goods caused or contributed to the occurrence of the accident or condition. In the event Customer fails to notify NB within ten (10) days thereof, Customer shall hold harmless and indemnify NB from any claims, injury or damage resulting therefrom. Customer agrees to hold harmless and indemnify NB from any claims, including but not limited to claims for violations of any statute or regulation, for personal injury, property damage, patent infringement or appropriation of proprietary technology arising out of any equipment, materials, designs or specifications furnished by Customer.

    With respect to goods or parts thereof manufactured or produced in accordance with designs, design information, specifications or processes supplied by Customer, Customer shall indemnify and hold harmless NB, against any and all loss, damage, cost, fees (including without limitation, reasonable attorney’s fees), expenses, liabilities, claims, suits, proceedings and actions arising out of or in connection with any actual or alleged infringement or violation of any patent, trademark, copyright, confidentiality, trade secret or other intellectual property rights relating to the manufacture and sale of such goods or to any damages suffered by any third parties as a result of NB following such designs, design information, specifications or processes.

  • GOVERNING LAW - The laws of the State of Illinois shall govern this Agreement and all dealings between Customer and NB, in all respects, including claims pertaining to execution, interpretation, performance and enforcement, without regard to principles of conflicts of law. NB AND CUSTOMER AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF ILLINOIS. CUSTOMER AND NB HEREBY WAIVE THE RIGHT TO TRIAL BY JURY.

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