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Omni NDE – Terms and Conditions of Sale

1. Acceptance and Agreement Structure

“Omni NDE” refers to BHNO Enterprises LLC dba Omni NDE. The purchaser of products (“Products”) and/or services (“Services”) is referred to as “Purchaser.” These Terms and Conditions, any quotation, statement of work (SOW), order acknowledgment, or invoice issued by Omni NDE, and any documents incorporated by reference (collectively, the “Agreement”) constitute the entire and exclusive agreement governing the sale of Products and Services.

Omni NDE rejects all additional or different terms proposed by Purchaser, including those in purchase orders or on Purchaser websites, unless expressly accepted in writing by an authorized officer of Omni NDE. Click-through or site terms shall have no effect.

Order of precedence:

  1. written agreement signed by Omni NDE officer
  2. Omni NDE quotation/SOW/order document
  3. these Terms

2. Quotations and Orders

Quotations are valid for ninety (90) days unless otherwise stated and may be withdrawn or modified prior to acceptance. Omni NDE may accept or reject any order at its discretion. Commencement of work or shipment constitutes acceptance of the Agreement by Purchaser.

3. Pricing and Payment

All prices are in U.S. dollars and subject to change prior to shipment or service performance. Omni NDE reserves the right to adjust pricing for increases in materials, labor, freight, or supplier surcharges.

  • Standard terms: as stated on the quotation
  • Custom orders may require a 50% deposit
  • Purchaser is responsible for all taxes, duties, and governmental fees

Late payments accrue interest at 1.5% per month (or maximum allowed by law). Omni NDE may suspend shipments/services, require advance payment, or cancel orders for nonpayment. Purchaser shall reimburse Omni NDE for reasonable collection costs and attorneys’ fees.

Purchaser has no right of offset or deduction.

4. Credit and Financial Condition

All shipments and Services are subject to Omni NDE credit approval. Omni NDE may require prepayment or security at any time. Unused credit balances older than one (1) year may be forfeited without liability.

5. Cancellation or Changes

Orders may not be cancelled or modified without Omni NDE’s written consent once accepted or in process.

  • Standard orders: Purchaser responsible for incurred costs plus reasonable margin
  • Custom orders: Purchaser responsible for full contract value

Omni NDE may cancel any order upon notice without liability.

6. Inspection and Acceptance

Purchaser shall inspect Products within 15 business days of delivery and notify Omni NDE in writing of any nonconformity. Failure to do so constitutes acceptance.

For Interpretive Services, Purchaser must notify Omni NDE of report errors within 7 business days.

Returns require prior written authorization and may be subject to a 25% restocking fee. Custom items and Services are non-returnable.

7. Delivery and Risk of Loss

Unless otherwise stated:

  • FOB Omni NDE facility (Incoterms® 2020)
  • Title and risk transfer upon delivery to carrier
  • Delivery dates are estimates only
  • Purchaser bears risk of transit damage and must pursue carrier claims

8. Warranty

8.1 Product Warranty

For 12 months from shipment, Omni NDE warrants Products will:

  • conform to agreed specifications
  • be free from defects in materials and workmanship

Remedy is limited to repair, replacement, or credit at Omni NDE’s option. Warranty excludes misuse, improper installation, unauthorized modification, wear and tear, or application errors.

8.2 Service Warranty

Omni NDE warrants Services will be performed in a professional and workmanlike manner. Interpretive Services will be performed or supervised by an ASNT/NAS410/EN4179 Level III.

Purchaser must notify Omni NDE of defects within 14 days of report issuance. Remedy is re-performance or refund of service fees.

8.3 Disclaimer

EXCEPT AS EXPRESSLY STATED, OMNI NDE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Purchaser is solely responsible for determining product suitability and interpreting results.

9. Interpretive Services – Purchaser Responsibilities

Purchaser must provide accurate documentation, safety data, and handling instructions. Purchaser acknowledges that testing may damage or destroy samples.

Omni NDE is not liable for damage to samples unless:

  • Purchaser gives written notice in advance
  • items are clearly marked “Do Not Destroy or Damage”

In that case, liability is limited to the lesser of sample value or service price.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • Omni NDE shall not be liable for indirect, incidental, special, punitive, or consequential damages, including lost profits or downtime
  • Omni NDE’s total liability shall not exceed the purchase price of the Products or Services giving rise to the claim

11. Intellectual Property

All intellectual property, designs, methods, and know-how remain the exclusive property of Omni NDE. No license is granted except to use purchased Products or Services.

12. Confidentiality

Purchaser shall keep confidential all Omni NDE information and shall not disclose or use it except as required to perform under the Agreement.

13. Trademarks

Purchaser shall not use Omni NDE trademarks or name without prior written consent and must cease use immediately upon termination of the business relationship.

14. Indemnification (IP)

Omni NDE will defend Purchaser against third-party IP infringement claims arising solely from Omni NDE proprietary Products, provided Purchaser promptly notifies and cooperates. Omni NDE may modify, replace, or discontinue Products to resolve such claims.

15. Compliance with Laws

Purchaser shall comply with all applicable federal, state, local, and international laws, including export control and anti-corruption regulations.

16. Independent Contractors

The parties are independent contractors and not partners, joint venturers, or agents.

17. Force Majeure

Omni NDE is not liable for delay or failure due to events beyond its reasonable control, including supply chain disruptions, labor issues, natural disasters, or governmental actions.

18. Assignment

Purchaser may not assign the Agreement without Omni NDE’s written consent. Omni NDE may assign freely.

19. Default and Waiver

Failure to enforce any provision does not waive future enforcement. Omni NDE may suspend performance in the event of Purchaser default.

20. Insolvency

Either party may terminate the Agreement if the other becomes insolvent or subject to bankruptcy proceedings.

21. Governing Law and Venue

This Agreement shall be governed by the laws of the State of Arizona.

Exclusive jurisdiction and venue for any dispute shall be in the state or federal courts located in Pima County, Arizona.

The parties waive any right to trial by jury.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22. Survival

Any provisions that by their nature should survive termination shall survive.

23. Severability

If any provision is held unenforceable, the remainder shall remain in effect.

24. Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements. It may only be modified in writing signed by both parties.