Standard Terms & Conditions / Warranty

No person under the age of 18 is allowed or authorized to purchase or utilize nFLOW’s parts or services.

A. PRODUCT INFORMATION

Website Information.
Product depictions in the catalogs and websites are for illustrative purposes only. nFLOW reserves the right to discontinue, eliminate or change all items and services without notice. Information contained in catalogs, websites and/or other informational material does not constitute a right to purchase or provide assurances that nFLOW currently offers these products or services. nFLOW reserves the right to revise publishing errors in its catalogs or any of its websites.
We strive to have error free publications but occasional pricing errors may occur in the nFLOW catalogs and websites. nFLOW reserves the right to cancel any and all orders resulting from such pricing errors, even if customer has received an order confirmation from nFLOW.
Product Substitution.
Products and/or country of origin may be substituted and may not be identical to descriptions and/or images published in the catalog or on the website.
Material Safety Data Sheets.
Material Safety Data Sheets (“MSDS”) for OSHA defined hazardous substances for nFLOW products which require MSDS are available upon request to nFLOW.
Important Notice to Federal Customers Re: Country of Origin.
nFLOW products may not meet the requirements of the Trade Agreements Act (“TAA”), as implemented by Federal Acquisition Regulations Part 25. At the time of purchase, it is the customer’s responsibility to inquire whether or not a product is “TAA-compliant.” Any federal customer purchasing a non-TAA compliant item will be making an open market purchase which is not covered by any contract. By purchasing from nFLOW any product on the open market, customer represents that it has authority to make such purchase and has complied with all applicable procurement regulations.

B. UTV/ATV/RTV REMANUFACTURED ENGINE, TRANSMISSION AND UTV/ATV/RTV COMPONENT WARRANTY POLICY

SATISFACTION GUARANTEE.
Customers should contact nFLOW if not satisfied with a product for any reason. No return of product(s) is permitted without prior written authorization from nFLOW.
EXPRESS LIMITED WARRANTY.
nFLOW warrants that all ATV/UTV/RTV engines and transmissions remanufactured by nFLOW and supplied and distributed by nFLOW shall be free from defects in material and workmanship under normal use for a period of six months after the date of shipment from nFLOW, unless otherwise provided, in writing.
This EXPRESS LIMITED WARRANTY does NOT apply where there has been a failure of the product due to alteration, repair by a third party subsequent to the purchase, misuse, improper installation, neglect, racing, performing in dangerous manner or conditions or accident. Examples of misuse and neglect shall include, but shall not be limited to: disassembly of the engine or component by the customer or a third party; engines or components found to contain water, dirt or other foreign substances; failure to properly maintain engine oil levels; racing; product use in dangerous conditions; or any abuse or negligence by owner during operation or maintenance. Products sold by nFLOW are warranted only for normal use and only for intended product applications which the product was designed. This EXPRESS LIMITED WARRANTY does not apply to any products where racing or dangerous operating conditions exist, and such limitations to the EXPRESS LIMITED WARRANTY under these circumstances, include, but shall not be limited to, products which are changed with big bore kits, stroker kits, high compression kits or any modification which enhances performance or changes the unit to perform in conditions which the product was not originally designed or intended.
This EXPRESS LIMITED WARRANTY shall apply only to the remanufactured engines, transmission and turbochargers, and does NOT apply to the sale of all other individual parts or components. Electrical products, electrical components or used components are not covered with this Express Limited Warranty and no cancellations, returns, refunds or credits are allowed.
EXCLUSIVE REMEDIES AND RESPONSIBILITIES.
nFLOW will, at its option, and as customer’s exclusive remedy, repair or replace the product that is proven defective, or provide a refund of the purchase price, if within the duration of the EXPRESS LIMITED WARRANTY period. If the customer believes it has purchased a defective product, the customer must promptly, within 10 days from date of shipment of product, notify nFLOW, in writing, of the reason(s) why the customer believes the product(s) are defective. Customer must return the product to nFLOW, or an authorized service location as designated by nFLOW, shipping costs prepaid. nFLOW will inspect the purported defective product(s) and make a determination whether the product(s) are defective in material and workmanship. If the product is found to be defective, nFLOW’s repair, replacement, or refund of purchase price (not including sales tax), shall be customer’s sole and exclusive remedy.
EXCLUSION OF OTHER EXPRESS AND IMPLIED WARRANTIES.
Except as provided herein above in the section entitled EXPRESS LIMITED WARRANTY, nFLOW makes NO other EXPRESS or IMPLIED WARRANTIES of any kind, whether as to MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, or non-infringement of intellectual property rights. Any and all verbal or other written representations about nFLOW’s products, made or provided by representatives of nFLOW, shall not constitute warranties and are not intended to be a part of nFLOW’s EXPRESS LIMITED WARRANTY.
OTHER EXCLUSIONS.
nFLOW disclaims any liability for claims arising out of product misuse, improper product selection, improper installation, product modification, improper repair or misapplication. nFLOW expressly disclaims any liability for ANY incidental, consequential, special, exemplary or punitive damages, to the extent permissible. In any event, nFLOW’s liability shall not exceed and shall be limited to the purchase price of the product (excluding sales tax) that gives rise to the liability. The purchaser of any part, engine, machine or service releases the manufacturer of those parts and nFLOW LLC from all liabilities pertaining to the use of those parts. The purchaser recognizes that any alteration or modification to any machine may increase the risk of injury, accident or even death.
EXTENDED LIMITED WARRANTY FOR REMANUFACTURED ENGINES.
An extended warranty is available, at an additional cost, for remanufactured engines, transmissions and/or turbochargers. The EXTENDED EXPRESS LIMITED WARRANTY extends the EXPRESS LIMITED WARRANTY from six months after the date of shipment from nFLOW to twelve months. Please contact nFLOW for payment information.
WARRANTY PRODUCT RETURN.
Before returning any product, customer shall email, write or call nFLOW. Provide the date, the original invoice number, the stock number, a description of the defect and a copy of the written return authorization. Proof of purchase is required in all cases.
OTHER EXCLUSIONS.
nFLOW disclaims any liability for claims arising out of misuse, modification, improper repair or misapplication. nFLOW expressly disclaims any liability for ANY incidental, consequential, special, exemplary or punitive damages, to the extent permissible. In any event, nFLOW’s liability shall not exceed and shall be limited to the purchase price of the product (excluding sales tax) that gives rise to the liability.
Payment and Credit Terms.
Payment in full will be required at time of pick-up or delivery unless credit has been approved by nFLOW. Down payments are required for certain components, parts and services prior to work starting.
Indemnity.
Customer shall defend, indemnify and hold harmless nFLOW and its respective officers, directors, employees, subcontractors and agents, each individually, an indemnified party, from and against any and all any claims, suits, liabilities, damages, settlements, charges, taxes and any other losses or expenses including reasonable attorneys’ fees (collectively “Liabilities”) for physical injury to, illness or death of, any third party regardless of status and damage to or destruction of any tangible property which the third party may sustain or incur, to the extent such Liabilities relate to the products or services; except for such Liabilities relating to or arising out of a final judgment of gross negligence or willful misconduct of the Indemnified Party. In any action, suit or proceeding brought against an Indemnified Party by reason of any such claim as specified above, customer shall resist and defend such action, suit or proceeding by counsel of its choice, at the sole expense of customer, provided that the Indemnified Party notifies customer promptly in writing of the claim; customer’s counsel does not give rise to a conflict of interest with respect to the Indemnified Party; customer has the sole control of the defense and all related settlement negotiation but shall keep the Indemnified Party reasonably informed of status; and the Indemnified Party provides customer with all reasonably necessary assistance, information, and authority to perform the foregoing at customer’s expense.
Right to Subcontract.
Customer agrees that nFLOW may subcontract the performance of services to third parties. Customer authorizes nFLOW to disclose all information to the subcontractor, including confidential information necessary for such performance of services by the subcontractor.
No Third Party Reliance.
Customer acknowledges and agrees that any advice, recommendation, information or work product provided to customer by nFLOW in connection with the services is for the sole use of customer and may not be relied upon by any third party; and customer is prohibited from making such advice, recommendation, information or work product available to any third party without prior written consent from nFLOW.
Product Compliance and Suitability.
Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Due to local laws, codes or regulations, certain products may not be available for sale in all areas. nFLOW does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does nFLOW accept responsibility for design, installation and/or use of a product. It is customer’s responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the design, installation, and/or use involving the products are compliant.
Compatibility of Products.
nFLOW strives to represent all products accurately for which makes or models they are compatible. Manufacturers change models and make changes without notice which may render your nFLOW product incompatible. Contact nFLOW if your part is incompatible with your make and model.

C. AUTOMOTIVE, TRUCK, COMMERCIAL AND INDUSTRIAL COMPONENTS, ENGINE MACHINING, COMPONENT REBUILDING, LARGE ENGINE REBUILDING, DIESEL INJECTION PUMPS, INJECTORS, TURBOCHARGERS, FUEL DELIVERY SYSTEM PRODUCTS AND FILTER’S WARRANTY POLICY

Satisfaction Guarantee.
Customers should contact nFLOW if not satisfied with a product or service for any reason. No return of product(s) is permitted without prior written authorization from nFLOW.
EXPRESS LIMITED WARRANTY FOR SERVICE WORK, REPAIR, MACHINING, FILTERS, PARTS AND COMPONENTS.
nFLOW’s services will be performed in a workmanlike manner and conform to the specifications, if any, provided by nFLOW in a statement of work, and shall be warranted for a period of seven (7) days after performance of services / sales or as otherwise required by law, or as otherwise provided in writing.
Components purchased new from nFLOW shall be warranted for a period of 90 days from date of shipment or as otherwise required by law or stated in writing. Components purchased used from nFLOW are not covered by this Express Limited Warranty and no cancellations, returns, refunds or credits are allowed.
This EXPRESS LIMITED WARRANTY FOR SERVICE WORK, REPAIR, MACHINING, FILTERS, PARTS AND COMPONENTS does NOT apply where there have been alterations, repairs or machining completed by a third party, subsequent to nFLOW’s completion of work. This EXPRESS LIMITED WARRANTY FOR SERVICE WORK, REPAIR, MACHINING, FILTERS, PARTS AND COMPONENTS also does NOT apply in cases of misuse,increasing horsepower or performance through high performance products, improper installation, failure to utilize new gaskets, connectors and clamps for filters, neglect, racing, performing in a dangerous manner or dangerous conditions or accident. Examples of misuse and neglect shall include, but shall not be limited to abuse or negligence by owner during operation or maintenance as described in the standard operating procedures from the original equipment manufacturer. Products sold and services provided by nFLOW are warranted only for normal use and only for intended product applications which the product was originally designed. This EXPRESS LIMITED WARRANTY does not apply to any products where racing, improved or high performance, improper installation or dangerous operating conditions exist, and such limitations to the EXPRESS LIMITED WARRANTY under these circumstances, include, but shall not be limited to, improper installation of filters, failure to utilize new gaskets, connectors and clamps, products which are changed with big bore kits, stroker kits, high compression kits, high performance pumps, high performance injectors or any modification which enhances performance or changes the unit to perform in conditions which the product was not originally designed or intended.
This EXPRESS LIMITED WARRANTY does NOT apply where there has been a failure of the product due to alteration, repair by a third party subsequent to the purchase, misuse, adding high performance products to increase horsepower or performance, improper installation, neglect, racing, performing in dangerous manner or conditions or accident. Examples of misuse and neglect shall include, but shall not be limited to: disassembly of the engine or component by the customer or a third party; engines or components found to contain water, dirt or other foreign substances; failure to properly maintain engine oil levels; racing; product use in dangerous conditions; or any abuse or negligence by owner during operation or maintenance. Products sold by nFLOW are warranted only for normal use and only for intended product applications which the product was designed. This EXPRESS LIMITED WARRANTY does not apply to any products where racing or dangerous operating conditions exist, and such limitations to the EXPRESS LIMITED WARRANTY under these circumstances, include, but shall not be limited to, products which are changed with big bore kits, stroker kits, high compression kits, high performance pumps, high performance injectors or any modification which enhances performance or changes the unit to perform in conditions which the product was not originally designed or intended.
This EXPRESS LIMITED WARRANTY shall apply only to the engine machining, large engine rebuilding, diesel injection pumps, turbochargers, injectors, filters with using new gaskets, connectors and clamps and individual parts or components and does NOT apply to electrical products, electrical components or used components. Electrical products, electrical components, high performance pumps, high performance injectors and used components are not covered with this Express Limited Warranty and no cancellations, returns, refunds or credits are allowed.
EXCLUSIVE REMEDIES AND RESPONSIBILITIES.
nFLOW will, at its option, and as customer’s exclusive remedy, re-perform those services, in whole or in part, as necessary to cure the particular improperly performed service, or provide a refund of the amount paid by customer for the products, components or services directly attributable to the particular improperly performed service. nFLOW’s re-performance or refund of amounts paid by customer for the product, component or service directly attributable to the particular breach, shall be customer’s sole and exclusive remedy.
EXCLUSION OF OTHER EXPRESS AND IMPLIED WARRANTIES.
Except as provided herein above in the section entitled AUTOMOTIVE, TRUCK, COMMERCIAL AND INDUSTRIAL COMPONENTS, ENGINE MACHINING, COMPONENT REBUILDING, LARGE ENGINE REBUILDING, DIESEL INJECTION PUMPS, INJECTORS, TURBOCHARGERS, FUEL DELIVERY SYSTEM PRODUCTS AND FILTER’S WARRANTY POLICY
nFLOW makes NO other EXPRESS or IMPLIED WARRANTIES of any kind, whether as to MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, or non-infringement of intellectual property rights. Any and all verbal or other written representations about nFLOW’s service performance, made or provided by representatives of nFLOW, shall not constitute warranties and are not intended to be a part of nFLOW’s EXPRESS LIMITED WARRANTY FOR SERVICE WORK, REPAIR AND MACHINING.
OTHER EXCLUSIONS.
nFLOW disclaims any liability for claims arising out of misuse, modification, improper repair or misapplication. nFLOW expressly disclaims any liability for ANY incidental, consequential, special, exemplary or punitive damages, to the extent permissible. In any event, nFLOW’s liability shall not exceed and shall be limited to the purchase price of the product, component or service (excluding sales tax) that gives rise to the liability.
Payment and Credit Terms.
Payment in full will be required at time of pick-up or delivery unless credit has been approved by nFLOW. Down payments are required for certain components, parts and services prior to work starting.
Indemnity.
Customer shall defend, indemnify and hold harmless nFLOW and its respective officers, directors, employees, subcontractors and agents, each individually, an indemnified party, from and against any and all any claims, suits, liabilities, damages, settlements, charges, taxes and any other losses or expenses including reasonable attorneys’ fees (collectively “Liabilities”) for physical injury to, illness or death of, any third party regardless of status and damage to or destruction of any tangible property which the third party may sustain or incur, to the extent such Liabilities relate to the products or services; except for such Liabilities relating to or arising out of a final judgment of gross negligence or willful misconduct of the Indemnified Party. In any action, suit or proceeding brought against an Indemnified Party by reason of any such claim as specified above, customer shall resist and defend such action, suit or proceeding by counsel of its choice, at the sole expense of customer, provided that the Indemnified Party notifies customer promptly in writing of the claim; customer’s counsel does not give rise to a conflict of interest with respect to the Indemnified Party; customer has the sole control of the defense and all related settlement negotiation but shall keep the Indemnified Party reasonably informed of status; and the Indemnified Party provides customer with all reasonably necessary assistance, information, and authority to perform the foregoing at customer’s expense.
WARRANTY PRODUCT RETURN.
Before returning any product, customer shall email, write or call nFLOW. Provide the date, the original invoice number, the stock number, a description of the defect and a copy of the written return authorization. Proof of purchase is required in all cases.
Right to Subcontract.
Customer agrees that nFLOW may subcontract the performance of services to third parties. Customer authorizes nFLOW to disclose all information to the subcontractor, including confidential information necessary for such performance of services by the subcontractor.
10.
No Third Party Reliance.
Customer acknowledges and agrees that any advice, recommendation, information or work product provided to customer by nFLOW in connection with the services is for the sole use of customer and may not be relied upon by any third party; and customer is prohibited from making such advice, recommendation, information or work product available to any third party without prior written consent from nFLOW.

D. SALES POLICY FOR PRODUCTS AND SERVICES.

Prices.
Prices listed do not include freight, handling fees, taxes, and/or duties, unless otherwise specified and are subject to correction or change without notice. Custom or export orders may be subject to special pricing. nFLOW reserves the right to accept or reject any order.
Sales Tax.
Customer is responsible for payment of all applicable country, state and local taxes.
Payment and Credit Terms.
nFLOW requires payment at time of order for most accounts. nFLOW accepts cash, checks, money orders, Visa, MasterCard, Discover and American Express. For customers with established nFLOW credit, payment terms are net thirty (30) days from the date of shipment or pick-up of products. All credit extended by nFLOW to customer and the limits of such credit, are at nFLOW’s sole discretion, and may be reduced or revoked by nFLOW at any time, for any reason. As a condition for the continued extension of credit, customer agrees to provide nFLOW with current credit information and the latest annual financial statement within five (5) business days following request by nFLOW. nFLOW reserves the right to charge a convenience fee for late payments. nFLOW further reserves the right to charge customer a late payment fee at the highest rate allowed by law on the amount remaining unpaid. No discounts to invoice amounts are allowed unless explicitly approved by nFLOW. All payments, including export orders, must be made in U.S. dollars. Export orders must be paid at time of order. nFLOW has the right of set-off and deduction for any sums owed by customer to nFLOW.
If customer fails to comply with nFLOW’s credit terms, nFLOW may defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order. Additionally, customer, and each of its subsidiaries and affiliates, agrees to provide to nFLOW proper authorization necessary for nFLOW to request any financial information from third parties.
Customer agrees to assume responsibility for, and customer hereby unconditionally guarantees payment of, as provided herein, all purchases made by customer, its subsidiaries and affiliates. Each of customer’s subsidiaries and affiliates purchasing from nFLOW are jointly and severally liable for purchases with customer, and customer is also acting as agent for such subsidiaries and affiliates.
Security Interest.
Customer hereby grants to nFLOW a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to nFLOW. Customer agrees to file, and it permits and authorizes nFLOW to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of nFLOW’s lien or security interest.
Credit Balance.
Customer agrees that any credit balance(s) issued by nFLOW will be applied to customer’s account within one (1) year of its issuance. IF CUSTOMER HAS NOT REQUESTED THE CREDIT BALANCE WITHIN ONE (1) YEAR, ANY REMAINING CREDIT BALANCE WILL BE CANCELLED, AND nFLOW SHALL HAVE NO FURTHER LIABILITY.

E. FREIGHT POLICY

Prices stated are F.O.B. origin, unless freight prepaid to destination is specified in the order. COD shipments are not permitted. Unless stated free freight, nFLOW charges a shipping and handling fee, including internal handling and related expenses, on each applicable order which is applied at time of order and reflected on customer’s invoice. Receipts for shipping and handling charges will not be furnished. Other terms and conditions may apply for other than standard ground delivery, including without limitation, expedited same day delivery, air freight, freight collect, export orders, hazardous materials, customer’s carrier, shipments outside the contiguous U.S. or other special handling by the carrier. Any charges incurred for other than standard ground delivery must be paid by customer. Fuel surcharges may be applied. Title and risk of loss pass to customer upon tender of shipment to the carrier. If the product is damaged in transit, customer’s only recourse is to file a claim with the carrier. The customer is responsible for providing insurance on their products during shipping.

F. GENERAL TERMS

Third Party Payment Provider.
If customer elects to use a third party payment system provider and nFLOW is charged fees by the third party payment system, nFLOW reserves the right to seek reimbursement from customer for any and all costs paid to the third party provider for the transfer of funds, retrieval of payment detail, or any other service provided by third party provider.
Intellectual Property.
nFLOW owns and customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights reserved by nFLOW, or any trademarks or service marks owned by suppliers to nFLOW. All materials contained on the nFLOW website are subject to the ownership rights of nFLOW and its suppliers. Customer shall have no right to copy or use any of the intellectual property of nFLOW or its suppliers without nFLOW’s permission.
Independent Contractors.
nFLOW and customer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer cannot bind or otherwise obligate nFLOW in any manner, nor may customer represent to anyone that it has the right to do so.
Custom Product.
nFLOW may offer services or products manufactured or assembled to customers specifications. nFLOW is not responsible for verifying or confirming the accuracy of specifications provided by customer to nFLOW for Custom Products. nFLOW’s EXPRESS LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DOES NOT APPLY TO CUSTOM PRODUCTS. CUSTOM PRODUCTS OR SERVICES ARE NOT COVERED BY WARRANTY UNLESS REQUIRED BY LAW. All Custom Products are sold on a final-sale basis only, and no cancellations, returns, refunds or credits are allowed.
Cancellation.
nFLOW must approve, in writing, all product order cancellations, credits, returns or refunds which may be denied or subject to restocking fees and other charges.
Product Return.
nFLOW authorized in writing product returns must be made within 7 days from date of purchase, unless otherwise indicated. Customer should contact nFLOW for instructions. Returned product, along with proof of purchase, must be in original packaging, unused, undamaged, and in saleable condition. Product returns may be denied or made subject to restocking fees and other charges by nFLOW.
Third Party Financing.
nFLOW does not directly or indirectly provide financing for the purchase of its products. The responsibility for the financing product/services is third party financing companies or individuals, and no endorsement by nFLOW is intended or implied. nFLOW claims no responsibility for any consequences or liability attributable to or related to any use, non-use, or interpretation of information contained or not contained in this financing product/service. Buyer acknowledges and agrees that it shall indemnify nFLOW from all lender actions or non-actions, or information provided, relating to the third party financing. Any and all information, related to financing, provided by nFLOW, is performed as a service to our customers and is not intended or implied to promote the financing of nFLOW products, to promote any third party financing entity, or to attach nFLOW as a party to any agreement between lender and / or borrower.
Product or Service Shipment Delays or Cancellations
nFLOW shall not be liable or issue credit or refunds for costs resulting from any delay in, or impairment of, products or performance from nFLOW due to delayed shipments or cancelled orders from vendors for any circumstance or cause beyond the reasonable control of nFLOW in the conduct of its business.
Force Majeure.
nFLOW shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism, governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of nFLOW in the conduct of its business.
Age Restriction
No person under the age of 18 is allowed or authorized to purchase or use nFLOW parts or services.
nFLOW’s acceptance of any order is subject to customer’s agreeing and representing that they are 18 years old or older and that the purchased products, components or services from nFLOW will only be used by individuals which are 18 years or older. Customer’s assent to these terms and conditions shall be presumed from customer’s order or from customer’s acceptance of all or any part of the products ordered. No additions or modifications of nFLOW’s terms and conditions by customer shall be binding upon nFLOW, unless agreed to in writing by an authorized representative of nFLOW. If a purchase order or other correspondence submitted by customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in nFLOW’s acknowledgment, nFLOW’s fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by customer, and will not constitute a waiver by nFLOW of any of the terms and conditions contained herein or in nFLOW’s acknowledgment.
Assignment.
Customer shall not assign any order, or any interest therein, without the prior written consent of nFLOW. Any actual or attempted assignment without nFLOW’s prior written consent shall entitle nFLOW to cancel such order and recover all associated expenses.
No Third Party Benefit.
The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.
Waiver, Choice of Law and Venue.
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Indiana, excluding its conflict of law rules, and venue shall either be in the state courts in Evansville, Vanderburgh County, Indiana or the federal courts for the Southern District of Indiana.
Severability.
If any portion of these terms and conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.
Modification of Terms.
nFLOW’s acceptance of any order is subject to customer’s agreeing to all of the terms and conditions set forth herein. Customer’s assent to these terms and conditions shall be presumed from customer’s order or from customer’s acceptance of all or any part of the products ordered. No additions or modifications of nFLOW’s terms and conditions by customer shall be binding upon nFLOW, unless agreed to in writing by an authorized representative of nFLOW. If a purchase order or other correspondence submitted by customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in nFLOW’s acknowledgment, nFLOW’s fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by customer, and will not constitute a waiver by nFLOW of any of the terms and conditions contained herein or in nFLOW’s acknowledgment.
Complete Agreement.
The terms and conditions contained in nFLOW’s forms, acknowledgments, quotations, invoices, websites, catalogs, and extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and nFLOW.

TERMS AND CONDITIONS RELATED TO EXPORT OF nFLOW PRODUCTS.

IN ADDITION TO THE STANDARD TERMS AND CONDITIONS, EXPORT SALES OF nFLOW PRODUCTS WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF nFLOW PRODUCTS. IN THE EVENT OF A CONFLICT BETWEEN nFLOW’s STANDARD TERMS AND CONDITIONS AND THE ADDITIONAL EXPORT TERMS, THE ADDITIONAL TERMS SHALL PREVAIL FOR EXPORT SALES OF nFLOW PRODUCTS.

Order Acceptance.
Customer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by nFLOW, or any of its U.S. affiliates and divisions, at a continental U.S. facility or at any of its websites. Customer further consents that submission of its order shall subject customer to the jurisdiction of the federal courts of the U.S. and of the State where acceptance occurred in the U.S.
Sales Tax and Duties, Import Fees.
nFLOW is required to charge federal, state, local tax, applicable duties, and import fees on products, unless a valid and approved exemption certificate is provided with order. Customer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and expenses as may be applicable. When placing an order, customer shall indicate and show proof of which products are tax exempt.
Payment and Credit Terms.
Products must be paid in US dollars at time of order.
Shipping Charges and Freight Policy.
Shipping charges and mode of transportation for exported products must be agreed by nFLOW prior to shipment. Customer shall be responsible for obtaining and paying for insuring their property during freight process. At nFLOW’s option, this freight policy may be subject to special terms and conditions for certain export orders. Customer is responsible for all freight and other charges on all shipments made including backorders. Title and risk of loss for products shall pass to customer on delivery to carrier in the U.S. If product is damaged in transit, customer’s only recourse is to file a claim with the applicable airline, carrier, vessel and/or insurance company; provided. Customer must provide product insurance at their expense during the shipping process.
Export Controls and Related Regulations.
Customer 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. Customer 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.
Foreign Principal Party in Interest; Freight Forwarder and Documentation.
It is specifically agreed that customer shall be the foreign principal party in interest and/or that its freight forwarder shall act as customer’s agent in such capacity for purposes of the Foreign Trade Regulations or other regulatory purposes, and customer and its freight forwarder are responsible for all routed export transactions documentation, including but not limited to the filing of the required Electronic Export Information/Automated Export System records. At nFLOW’s request, customer or its freight forwarder shall provide copies of any export, shipping, or import documentation prepared by customer or its freight forwarder related to sales to customer by nFLOW.
U.S. Foreign Corrupt Practices Act.
Customer acknowledges that it is an independent contractor and represents, warrants, and covenants that it has not paid, offered or agreed to pay, authorized the giving of, or caused to be paid, directly or indirectly, money or anything of value to any foreign official (as defined in the U.S. Foreign Corrupt Practices Act, as amended), a foreign political party or party official, or any candidate for foreign political office in connection with the purchase and resale of the products ordered from nFLOW.
Dispute Resolution.
Actions by nFLOW for non-payment by customer of the purchase price of products sold by nFLOW, or for redress of other breaches by customer of these terms and conditions, may be brought by nFLOW, at its option, before any U.S. or foreign judicial court of competent jurisdiction. At nFLOW’s option, disputes between customer and nFLOW, including all claims for non-performance by nFLOW, shall be finally settled by arbitration in Vanderburgh County, Indiana, U.S., in accordance with the Commercial Arbitration Rules (“Rules”) of the American Arbitration Association, by a single arbitrator appointed in accordance with said Rules, applying these terms and conditions and consistent provisions of the federal and state laws (except conflict of law rules) of the State of Indiana, U.S. The language of the arbitration shall be English.
Country of Importation and Anti-diversion.
Customer represents that it is purchasing products from the U.S. and importing them to the country specified in the customer and nFLOW documentation. Customer agrees that the products will be shipped to the specified destination in compliance with the laws of such destination and the U.S., and that the products will not be directly or indirectly sold, exported, transferred, assigned, used, or otherwise disposed of in a manner which may result in any non-compliance with applicable U.S. laws and regulations relating to the product purchased by customer. Any commodities, technology and software will be exported from the U.S. in accordance with the U.S. Export Administration Regulations and other applicable laws or regulations. Diversion contrary to U.S. law is prohibited. If requested by nFLOW, customer shall provide documentation satisfactory to nFLOW verifying delivery at the designated country. Customer further agrees to inform nFLOW at the time of order of any North American Free Trade Agreement or other special documentation, packaging or product marking or labeling, but nFLOW shall not be responsible for providing any such documentation, packaging, marking or labeling other than such documents that are necessary under U.S. export laws and regulations for export, unless nFLOW expressly agrees to do so.
Permits, Export, and Import Licenses.
Customer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country of importation and/or under the Export Administration Regulations, International Traffic in Arms Regulations, Toxic Substances Control Act, or other applicable laws or regulations.
Governing Law; Limitations.
The rights and obligations of the parties under these terms and conditions shall not be governed by the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods. Rather, these terms and conditions shall be governed by the laws of the State of Indiana, U.S., including its provisions of the Uniform Commercial Code, but excluding its conflict of law rules. Notwithstanding the foregoing, any legal action by customer with respect to any transaction must be commenced within one (1) year after the cause of action has arisen.