Nile Technologies LLC
Standard Terms and Conditions of Sale

1.0 General

1. These Standard Terms and Conditions (“Terms”) govern all sales by Nile Technologies LLC (“NILE”). Any different or additional terms in Customer’s purchase order or documents are rejected unless expressly accepted in a writing signed by NILE.
2. No waiver, modification, or amendment of these Terms will be effective unless in writing and signed by an authorized representative of NILE.
3. If any provision is held invalid, the remaining provisions will remain in full force and effect.
4. These Terms shall be construed in accordance with the laws of the State of Texas, without regard to conflicts of law.

2.0 Quotations and Orders

1. Quotations are valid for thirty (30) days from date of issue unless otherwise specified and are subject to withdrawal by NILE at any time prior to acceptance.
2. All orders are subject to written acceptance by NILE. NILE may correct clerical errors or omissions.
3. Changes to orders require NILE’s prior written consent and may result in price and schedule adjustments.

3.0 Prices and Taxes

1. Prices are EXW (Ex Works) NILE’s facility, exclusive of shipping, insurance, taxes, duties, and fees unless otherwise stated.
2. Customer is responsible for all applicable sales, use, VAT/GST, excise, import or other taxes. If NILE is required to pay any such taxes, Customer shall reimburse NILE.

4.0 Payment and Credit

1. Unless otherwise stated, payment terms are net thirty (30) days from date of invoice for standard catalog items. NILE may require advance payment or milestone payments.
2. Overdue balances are subject to a service charge of the lesser of 1.5% per month or the maximum permitted by law.
3. NILE may suspend performance or withhold shipment for failure to make timely payment or if Customer’s credit is impaired.
4. Customer grants NILE a purchase money security interest in delivered goods until paid in full.

5.0 Shipment, Title, and Risk of Loss

1. Shipments are EXW NILE’s facility. Title and risk of loss pass to Customer upon delivery to the carrier.
2. Shipping dates are estimates only. NILE is not liable for delays beyond its reasonable control.
3. Customer shall bear all packing, freight, insurance, and related charges unless otherwise agreed in writing.

6.0 Inspection and Claims

1. Customer shall inspect all deliveries promptly upon receipt and notify NILE in writing of any shortage, damage, or nonconformity within ten (10) days. Failure to notify constitutes acceptance.
2. Damage in transit must be claimed with the carrier. NILE will reasonably assist Customer in filing such claims.

7.0 Cancellation, Rescheduling, and Returns

1. Orders may not be cancelled or rescheduled without NILE’s prior written consent and payment of applicable charges (including restocking fees, work-in-process, and non-recoverable costs).
2. Custom, configured, or non-standard items are non-cancellable and non-returnable (“NCNR”).

8.0 Limited Warranty

1. NILE warrants that new products and parts manufactured or supplied by NILE will be free from defects in materials and workmanship under normal use for a period of twelve (12) months from shipment, unless otherwise stated in a quotation or invoice.
2. This warranty does not cover consumables, normal wear and tear, misuse, neglect, improper installation, unauthorized modification or repair, or operation outside specifications.
3. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9.0 Warranty Remedies; RMA Procedure

1. Customer’s sole and exclusive remedy for breach of warranty is, at NILE’s option, repair or replacement of the nonconforming product, or refund of the purchase price upon return.
2. Prior to any return, Customer must obtain a Return Material Authorization (“RMA”) number from NILE and comply with NILE’s packaging and shipping instructions. Items returned without an RMA may be refused.
3. For items found to be within warranty and defective, NILE will return repaired/replaced product to Customer at NILE’s expense by a standard ground method. Expedited methods are at Customer’s cost.
4. Items returned and found not defective or out of warranty may be subject to inspection/evaluation fees and return freight at Customer’s expense.

10.0 Returns for Credit (Non-Warranty)

1. Returns for credit require NILE’s prior written approval and an RMA. Items must be unused, in original packaging, and returned within thirty (30) days of shipment.
2. Approved returns may be subject to a restocking fee (e.g., twenty percent (20%)) plus refurbishment and freight as applicable. NCNR items are not returnable.

11.0 Repair Services and Field Service

1. Repair services performed by NILE carry a limited repair warranty of ninety (90) days on workmanship and replaced parts only, unless otherwise stated.
2. On-site service calls are billed per current rates, portal-to-portal, plus travel, lodging, per-diem, parts, and materials. Customer shall provide safe access, utilities, and required permits.

12.0 Limitation of Liability

1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NILE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, EVEN IF ADVISED OF THE POSSIBILITY.
2. NILE’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO ANY ORDER SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER FOR THE SPECIFIC PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM.

13.0 Force Majeure

NILE shall not be liable for delays or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, labor disputes, shortages, epidemics, war, terrorism, governmental actions, supply-chain disruptions, or transportation failures. Schedules will be adjusted accordingly.

14.0 Export Compliance

Customer agrees to comply with all applicable export control and sanctions laws and shall not export, re-export, or transfer products in violation of such laws.

15.0 Governing Law; Venue

These Terms are governed by Texas law. Exclusive venue lies in the state or federal courts located in or for Parker County, Texas, and the parties consent to such jurisdiction.

16.0 Entire Agreement

These Terms together with NILE’s quotation, order acknowledgement, and invoice constitute the entire agreement and supersede all prior or contemporaneous communications regarding the sale.