Jungk Nguyen Innovation, LLC

(Including JNI Armor and JNI SmartGlass)
Terms and Conditions of Sale

  1. General. The products and services offered for sale by Jungk Nguyen Innovations, LLC (dba as “JNI Armor or JNI SmartGlass” and  herein JNI, LLC”) are sold subject to acceptance of the terms and conditions stated herein (the “Agreement”), unless a Distribution Agreement, Sales Agreement, Master Purchase Agreement or similar signed Agreement exists between JNI, LLC and buyer, in which case the terms of that agreement take precedence over any similar terms contained herein and are incorporated herein by reference. Any order placed by buyer shall be deemed an acceptance of an offer to sell by JNI, LLC under these terms and conditions, and any proposal by buyer, whether contained on buyer’s purchase order or any document submitted by buyer, for additional or different terms, or any attempt by buyer to vary in any degree any of these terms and conditions is hereby objected to and rejected.
  2. Prices, Taxes and Payment. JNI, LLC reserves the right to change the prices and specification for its products at any time without notice. Product prices will be set out in a separate price list, which may be updated by JNI, LLC from time to time and for the purpose of determining the price to be paid by buyer to JNI, LLC in respect of an order. Any tax, duty, custom, or other fee of any nature imposed upon this transaction by any federal, state, or local government authority shall be paid by buyer in addition to the price quoted or invoiced. In the event JNI, LLC is required to prepay any such tax, buyer will reimburse JNI, LLC. Payment terms shall be netthirty (30) days from the date of delivery (with approved credit), without any right of set-off. In the event buyer’s credit is not approved by JNI, LLC, buyer shall pay for each purchase of product by prepaid wire transfer or such other terms as JNI, LLC shall provide from time to time. Invoices not paid in full when due will incur interest at a rate of two and one-half percent (2.5%) per month finance charge assessed against the unpaid balance from the date of invoice until the date of payment. JNI, LLC may also refuse to sell to any person or company until overdue accounts are paid in full.
  3. Purchase Orders. Buyer shall order product via electronic or written purchase order to JNI, LLC. Each purchase order shall specify the purchase order number, order date, buyer name and address, shipping method, shipping name and address, customer item number, JNI, LLC item number, description of item, buyer requested delivery date, quantity, unit price, total item price, and total purchase order price. All orders must be placed in batch quantities, as stipulated by JNI, LLC. Any orders not placed in specific batch quantities will be charged a per unit fee to satisfy batch quantity in full. JNI, LLC may reject any such order in whole or in part, all in its sole discretion.
  4. Delivery and Shipment. JNI, LLC will make every effort to ship the products or provide the services hereunder in accordance with the requested delivery date, provided that JNI, LLC accepts no liability for any losses or for general, incidental, special or consequential damages arising out of delays in delivery. All requests for expedited delivery shall be subject to additional fees at JNI, LLC’s discretion.
  5. Risk and Title of Shipments. Risk of loss and title in any shipment of the products shall pass to buyer on an FOB (Incoterms 2010) basis (for shipments by vessel) or EXW (Incoterms 2010) JNI, LLC’s facilities. All shipment costs shall be paid by Buyer, and if prepaid by JNI, LLC, the amount thereof shall be reimbursed to JNI, LLC.
  6. Exports. Buyer represents that it will not export, either directly or indirectly, any product or service provided by JNI, LLC to any country outside the United States of America, without prior written approval from JNI, LLC, the applicable office of the U.S. State Department, or other applicable U.S. Government Agency.
  7. Compliance with Laws. If so permitted by JNI, LLC, Buyer shall be responsible for obtaining any necessary import licenses or permits necessary for entry of the product into the country of the shipping destination and for any and all customs duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection with any importation of the product. Notwithstanding any other provision of this Agreement, JNI, LLC shall not be required to honor any purchase order if such performance will or is likely to result in a breach of any law or obligation. Buyer shall comply with 1) all applicable laws, rules and regulations, including but not limited to the International Traffic in Arms Regulations (ITAR), 2) all terms and conditions of this Agreement, and 3) appropriate ethical standards.
  8. Inspection. Buyer shall be responsible for inspecting all products shipped hereunder prior to acceptance, provided that if buyer shall not have given JNI, LLC written notice of rejection within 20 days following shipment to buyer, the products shall be deemed to have been accepted by buyer.
  9. Warranty. The products shall be covered by the applicable JNI, LLC express limited warranty issued from time to time by JNI, LLC, as applicable to the relevant product. The express limited warranty is the sole and exclusive warranty made by JNI, LLC with respect to the products. The express limited warranty does not cover defects or damage caused to product by buyer or any third party, or any product that has been purposefully modified in any way by buyer. NO OTHER EXPRESS OR IMPLIED WARRANTY IS MADE WITH RESPECT TO THE PRODUCTS, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. FAILURE TO CLOSELY FOLLOW ALL WARNINGS AND INSTRUCTIONS WILL VOID ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY BALLISTIC PERFORMANCE WARRANTY AND COULD LEAD TO SERIOUS INJURY OR DEATH.
  10. CONSIGNED GOODS. Any material furnished by Buyer on a “No Charge” basis shall remain property of Buyer and be fully accounted for, including scrap. Any such material scrapped because of defective workmanship of Seller shall, at Buyer’s discretion, be replaced or paid for by Seller.
  11. CHANGES:
    • Buyer may at any time by written notice make changes within the general scope of this Order, in any one or more of the following: 1) drawings, designs or specifications; 2) method of shipping or packing;3) place of inspection, acceptance, or point of delivery; 4) amount of Buyer-furnished property and material; and (5) delivery schedule. If any such change causes an increase or decrease in the cost of, or the time required for, the performance of any work under this Order, whether changed or not changed, an equitable adjustment shall be made in the contract price or delivery schedule or both, and the Order shall be modified in writing accordingly. Seller shall proceed with the Order as changed unless such changes will result in an increase in the cost or extension of the time of performance. If such changes will so affect the cost or time of performance, Seller must notify Buyer in writing to that effect within five (5) working days after receipt of changes (such notification will include an estimate of the extent of the effect of the changes on the cost and time of performance so that Buyer can determine if it wishes to proceed with the changes in view of the impact on cost and time of performance). After such Buyer by Seller for adjustment under this Section must be asserted within thirty (30) days from the date of receipt by Seller of notification from Buyer instructing Seller to proceed with the changes, provided, however, that Buyer, if it so chooses, may receive and act upon such claim asserted at any time prior to the final payment under this Order. Nothing in this Section shall excuse Seller from proceeding with the Order as changed. If any item in any of the Purchased Goods or Services has become obsolete or unnecessary as the result of a change, and the cost for such item is included in Seller’s claim for adjustment, Buyer shall have the right to prescribe the manner of disposition of such item.
    • Buyer manufactures lifesaving personal protection products into which Seller’s products may be incorporated.  Any changes in Seller’s product, including but not limited to, suppliers, raw materials, changes in location of manufacturing, manufacturing processes, quality system, quality certification, procedures, equipment and process control methodology need written approval by Buyer prior to any change or implementation of a change on products covered under Buyer(s)’s purchase orders.  Buyer requires a minimum of 30 days notification to evaluate and approve any contemplated change(s).  Any changes made by Seller without Buyer’s express written approval, may result in, without limiting any rights or remedies available to Buyer, cancellation of existing or future orders, rejection and return ofexisting receipts from Buyer, and any other actions necessary in order that Buyer and its customers are able to obtain assurance of conformance with specifications of Buyer of the changed product.
  12. CANCELLATION. The Buyer, subject to the provisions of Section 29, without waiving any other legal rights, reserves the right to cancel without charge or to postpone deliveries of any of the materials covered by this Order which are not shipped in reasonable time to meet the required date.
  13. Returned Goods. Customers may return non-conforming products within 45 days of receipt. All returns must be initiated within this 45-day period to be eligible for refund or exchange. Returned items must be in their original condition and accompanied by proof of purchase. After 45 days, items are considered accepted by customer. Any request to return products will be governed by the applicable JNI, LLC express limited warranty issued from time to time by JNI, LLC. A Return Materials Authorization (“ RMA”) number must be obtained from JNI, LLC, under the terms and conditions laid out in the express limited warranty, prior to returning any product.
  14. Cancellation Prior to Shipment. In the event buyer requests that an order for products or services which it has placed with JNI, LLC be cancelled prior to shipment, and with which request JNI, LLC agrees, buyer shall be liable to JNI, LLC for all costs incurred by JNI, LLC as a result of such cancellation, including but not limited to, cost of any finished goods or work in process and the raw materials thereof, cancellation costs to suppliers and unreimbursed advances on goods, if any, together with any specifically identifiable incidental and consequential expenses.
  15. Resale. Buyer agrees its purchase of any products is for the purpose of sales to or use customers previously approved by JNI, LLC. Buyer shall not make any statements as to the quality or manufacture of the product or make any promises or guarantees with reference to the product other than those expressly set forth in any promotional material supplied by JNI, LLC or as otherwise approved by JNI, LLC. Buyer agrees any use of JNI, LLC’s logos, trademarks or trade names must be expressly authorized in writing by JNI, LLC prior to usage. If such authorization is given, buyer agrees to abide by all terms of JNI, LLC’s brand guidelines.
  16. Payment Terms. Buyer agrees to pay within terms set forth in the Sales Order Agreement.  Failure to pay in a timely manner may result in the following consequences.
    • Failure to pay within approved terms, may result in termination of approved credit.  Failure to pay within approved terms on 3 consecutive orders will result in an automatic termination of credit terms.
    • Failure to pay within approved terms, will result in interest at a rate of 5% accrued monthly.
    • Failure to pay within 60 days of due date will result in automatic credit termination.
    • Failure to pay within 90 days of due date will result in reporting to credit bureaus and initiation of legal actions.
  17. Sales Order Confirmation. A sales order confirmation will be sent by JNI Armor upon receipt of a PO.  Buyer will have 2 business days to respond to the sales order confirmation.  After 2 days, the sales order confirmation will be deemed approved, upon which changes will need to be agreed in writing by both parties.
  18. Governing Law. This Agreement shall be governed by the laws of the State of California, U.S.A., without giving effect to any conflict of law provision that would cause the application of the laws of any other jurisdiction. Both parties disclaim the application of the UN Convention on Contracts for the International Sale of Goods. Disputes relating to this Agreement will be resolved exclusively in the relevant courts in Orange County California, and the parties to this Agreement hereby expressly consent to service of process in any such court.
  19. Limitation of Liability. In no event shall JNI, LLC (including its affiliates, related companies and subsidiaries) be liable for anticipated or lost profits or for special, punitive, indirect, incidental, or consequential damages. JNI, LLC’s total liability for any claim of any kind whatsoever for loss or damage arising out of or in connection with or resulting from this Agreement or from the performance or breach thereof shall in no case exceed the price allocable to the products or services which give rise to claim.
  20. INTELLECTUAL PROPERTY:
    1. Background Intellectual Property shall mean all Intellectual Property other than Foreground Intellectual Property.
    2. Foreground Intellectual Property shall mean all Intellectual Property and tangible work product conceived, created, acquired, or first reduced to practice in connection with the Order, UNLESS OTHERWISE AGREED IN WRITING.
    3. Each Party retains its existing rights in Background Intellectual Property.  Unless explicitly stated, no licenses to any Background Intellectual Property are granted under this Agreement.
    4. Buyer shall own all Foreground Intellectual Property.  Seller shall disclose to Buyer all Foreground Intellectual Property.  If not expressly required to be delivered in the Order, Seller shall deliver to Buyer all Foreground Intellectual Property upon written request from Buyer.  Seller hereby irrevocably assigns and promises to assign to Buyer all right, title and interest to all Foreground Intellectual Property.  Seller agrees to do all things reasonably necessary to enable Buyer to secure and perfect Buyer’s Foreground Intellectual Property rights, including, without limitation, executing specific assignments of title in Foreground Intellectual Property by Seller to Buyer and cooperating with Buyer at Buyer’s expense to defend and enforce Buyer’s rights in any such Foreground Intellectual Property.  All Foreground Intellectual Property assigned to Buyer pursuant to the Order shall be considered Buyer’s Proprietary Information (defined hereinafter).
    5. Seller represents and warrants that Seller has sufficient rights in all Goods, Services, and Intellectual Property and other items that Seller uses or transfers to Buyer in connection with the Order to allow Seller to lawfully comply with the Order.
    6. Seller hereby grants and promises to grant to Buyer and Buyer’s Affiliates a worldwide, non-exclusive, perpetual, fully-paid, irrevocable, transferable license to Background Intellectual Property (i) to use, sell, offer for sale, import, export, copy, adapt, embed, modify, make derivative works, make and have made Goods and Services, and (ii) to enable Buyer to practice the Foreground Intellectual Property.
    7. Seller hereby irrevocably waives and promises to waive all moral rights to the extent permissible by law, all rights of privacy and publicity, and the like, in all Goods provided to Buyer and in all activities in connection with the Order.
    8. Except as expressly authorized herein, nothing in the Order shall be construed as Buyer granting Seller a license in or any right to use any of Buyer’s Intellectual Property other than in the performance of work under the Order.
    9. Seller shall pay all costs including attorney’s fees and any damages finally awarded in any suit for which Buyer is found legally responsible with respect to an allegation that the design or construction of the goods as furnished, pursuant to this Order, infringe an American or Canadian patent (with the exception of infringement occurring as a result of incorporating a design or modification at the request of Buyer, provided that Buyer promptly notifies Seller of any charge of infringement and Seller is given the right to settle such charge and to defend or control the defense of any suit based upon such charge at its expense). This paragraph sets forth Seller’s exclusive liability with respect to patents. If any Subcontractor as defined in Section 27 becomes aware of any such possible infringement in the course of performing Work under the related subcontract, the subcontractor shall immediately notify buyer in writing.
  21. Confidentiality. “Confidential Information” as used in these terms shall mean any and all confidential or proprietary knowledge, data or information, in any form whatsoever, whether provided by either party prior to the execution of this Agreement or subsequently. During the course of business transactions and at all times thereafter, each party and its representatives will hold and maintain the other party’s Confidential Information strictly confidential, and will protect the other party’s confidential information from unauthorized disclosure or dissemination to, and use by, any third party without the prior written consent of the owner.
  22. Assignment. Buyer shall not assign its rights or its obligations under this Agreement without the written consent of JNI, LLC.
  23. Force Majeure. JNI, LLC’s performance shall be excused in the event of strikes, accidents, fires, unavailability of material and all other causes beyond the control of JNI, LLC.
  24. Indemnification. Buyer agrees, at its own cost, to indemnify, defend and hold harmless JNI, LLC, its affiliates, related companies and respective officers, directors, employees, and agents from and against all actions, proceedings, losses, damages, liabilities, claims, costs and expenses, including without limitation fines, penalties, legal and other professional fees and expenses, arising out of or resulting from acts or omissions or deemed acts or omissions of buyer, including without limitation the sale of product to buyer’s customers.
  25. General Provisions. The failure of JNI, LLC to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time performance by buyer of any of the provisions herewith shall in no way be constructed to be a waiver of any such provision. This Agreement contains the complete and exclusive statement of the agreement between the parties in connection with the subject products and/or services and supersedes any previous understandings, communications, commitments or agreements, oral or written. With respect to the terms, conditions or performance of this Agreement the parties are independent contractors; neither is an agent or employee of the other or has any authority to assume or create any obligation or liability of any kind on behalf of the other. Any provision of this Agreement that is invalid or unenforceable under applicable laws with respect to a particular party or circumstance will be served from this Agreement with respect to such party or circumstance without invalidating the remainder of this Agreement or the application of such provision to other persons or circumstances. The headings used in this Agreement have no legal effect.
INSTRUCTIONS TO SUPPLIER:
  • Please acknowledge PO within 2 days
  • Mark all shipping documents with PO #, p/n, qty. Must appear on all packaging/docs
  • Acceptance of PO shall constitute acceptance of all terms on all terms on file
  • If USMCA eligible, provide USMCA certificates. If not eligible, include Certificate of Origin
  • Must provide 10 digit Harmonized Tariff Number
  • Please provide Safety Data Sheet where applicable
  • Must include packlist with shipment
  • Shipments 1 to 300 lbs up to 10 cartons, no 1 package weighing >150 lbs: Ship via Fedex Ground
  • Must email tracking and shipping documents as directed by the buyer upon shipment