These Standard Terms and Conditions of Sale (“Terms”) exclusively govern the sale of products (“Products”), associated parts and components (“Accessories”), software licenses (“Software”), and/or signal services licenses (“Signal Services”) by Nordian Inc. (“Seller”) to the buyer identified in Nordian’s quotation, sales confirmation, or invoice (“Buyer”).
he quotation, sales confirmation, or invoice (“Order Confirmation”) together with these Terms constitute the entire agreement between the parties (the “Agreement”) and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, whether written or oral. These Terms prevail over any conflicting or additional terms in any purchase order or other document submitted by Buyer, regardless of when submitted. Seller’s fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and does not modify these Terms.
If the parties have executed a separate written contract covering the sale of Products, Accessories, Software, or Signal Services, that contract controls to the extent it conflicts with these Terms.
1. Ordering
1.1 Submitting Purchase Orders. Purchase orders must be submitted directly to Nordian Inc. through the designated channels. Upon receipt, Nordian will process the order in its system.
1.2 Order Acceptance. Submission of a purchase order by Buyer does not constitute acceptance. All orders are subject to Nordian’s formal approval.
1.3 Notification of Acceptance. Upon approval, Nordian will notify Buyer via email or a similar communication channel. A support contact email will also be provided and is available Monday–Friday, 9:00 AM–5:00 PM (CT).
1.4 Confirmed Orders. A purchase order becomes a Confirmed Purchase Order only after Nordian issues formal written approval.
1.5 Post-Confirmation Access. For hardware purchases that enable Correction Signal subscriptions, Nordian will email Buyer credentials for the Nordian Dashboard portal to activate and manage subscriptions for end users. Portal questions should be directed to support@nordian.com
2. Prices
2.1 Firm Pricing. All quoted prices are fixed and firm.
2.2 Packaging. Prices include standard commercial packaging for shipment within the United States.
2.3 Buyer Responsibilities—Taxes & Custom Packaging. Buyer is responsible for all costs related to custom packaging and for all applicable U.S. federal, state, and local taxes, duties, fees, and similar charges.
2.4 Transportation & Insurance. Unless otherwise stated herein, transportation and insurance costs are Buyer’s responsibility.
2.5 Freight Allocation (U.S. Shipments). If the order’s net value (after applicable taxes) is USD 3,500.00 or less, Buyer is responsible for freight. For orders above this amount, Nordian will arrange and pay freight from Nordian’s facility to the address specified in the quotation.
2.6 Software & Signal Services Pricing. Subscription pricing takes effect on the activation date through Nordian’s Dashboard portal and remains in effect for the term stated in the Confirmed Purchase Order. Activated subscriptions cannot be paused or suspended to extend the agreed term.
2.7 Renewals. Subscription renewals are subject to Nordian’s then-current prices and require a new purchase order accepted by Nordian.
2.8 Payment for Correction Signal. On the first U.S. business day of each month, Nordian will count the subscriptions activated by Buyer during the prior month and issue an invoice for those activations. Payment timing will be set by written agreement between Buyer and an authorized Nordian representative.
3. Payment Terms
3.1 Standard Terms. Unless otherwise agreed in writing, payment is due in advance. Accepted methods include ACH, wire transfer, check, or payment link (credit/debit card processing fees may apply).
3.2 Extended Terms. If different terms are agreed in writing, invoices are due twenty (20) calendar days from the invoice date.
3.3 Currency. All payments shall be in U.S. Dollars (USD).
3.4 Late Payment. Overdue amounts accrue interest at 12% per annum (1% per month) or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid in full.
3.5 Retention of Title. Nordian retains a security interest in all Products and Accessories until the purchase price is paid in full. Buyer shall take all steps necessary to perfect such security interest.
3.6 Transfer of Ownership. Title to the Products and Accessories transfers to Buyer only upon Nordian’s receipt of full payment.
3.7 Credit Limits. Nordian may establish and adjust Buyer credit limits and may decline orders if limits are exceeded.
4. Delivery and Risk
4.1 Required Information. Purchase orders must include: “Ship To” address, “Bill To” address, Nordian quotation number, and preferred carrier details and account number (if applicable).
4.2 Carrier Selection. If Buyer provides no carrier instructions, Nordian may select a carrier at Buyer’s expense.
4.3 Force Majeure. Nordian is not liable for delays or failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, government actions, fires, floods, accidents, strikes, or shortages of transportation, fuel, energy, labor, or materials.
4.4 Transfer of Risk. Risk of loss, damage, or destruction transfers to Buyer upon delivery of the goods to the carrier within the United States.
5. Intellectual Property, Copyright, and Confidentiality
5.1 Ownership. All copyrights in Software, specifications, manuals, training materials, sales documentation, drawings, technical descriptions, and other materials are the exclusive property of Nordian. All intellectual property rights in the design of any part of the Products and Accessories are owned exclusively by Nordian.
5.2 Confidential Information. Data, patents, copyrights, proprietary rights, know-how, trademarks, and processes related to Signal Services are proprietary and confidential to Nordian and its suppliers.
5.3 Buyer Obligations. Buyer shall (a) maintain the confidentiality of information identified or confirmed in writing by Nordian as confidential (“Confidential Information”); (b) not disclose Confidential Information to third parties without Nordian’s prior written consent; and (c) use Confidential Information only as necessary to operate and maintain the Products and Accessories.
5.4 Prohibitions. Buyer shall not reverse engineer, decompile, or disassemble Products, Accessories, or Software, nor attempt to derive any Nordian or third-party intellectual property.
5.5 Trademarks. “Nordian Inc.” and the Nordian logo are registered trademarks of Nordian and may be used only as authorized by Nordian.
6. Limited Warranty
6.1 Warranty Period.
•Products and Software: 12 months from shipment
•Accessories: 90 days from shipment
•Signal Services: No warranty
6.2 Coverage. During the applicable period, Nordian may, at its discretion, repair or replace, at no charge, any Product, Accessory, or Software that fails to materially conform to Nordian’s specifications or has material defects in materials or workmanship.
6.3 Software. If a software defect arises during the warranty period, Nordian will provide a patch or a fix in the next general release at no additional cost. Patches are provided “as is,” without re-verification, certification, or implementation services.
6.4 Warranty Returns. Buyer must initiate a return request via support@nordian.com and obtain pre-approval. Approved returns must be shipped prepaid to: 2301 W Anderson Ln, Austin, TX 78757. Nordian will communicate approval or denial via a technical report sent to Buyer’s provided email.
6.5 If Denied. Upon denial, Buyer may choose: (1) Return of product (Buyer pays return shipping); (2) Repair estimate (if accepted, Buyer pays repair and shipping); or (3) Recycling/Disposal at no cost. Buyer has 30 calendar days from denial notice to elect an option; otherwise, Nordian may dispose of the product without liability.
6.6 Exclusions. Warranty is void for items that are: misused, abused, neglected; damaged in shipment; improperly tested, installed, stored, handled, or maintained; exposed to abnormal stress or environments; modified, rebuilt, repaired, or altered by unauthorized parties; used with non-approved third-party products; returned with altered/removed markings; designated as beta/experimental/prototype/pre-production/samples/incomplete/non-conforming; or are third-party materials (covered only by that third party’s warranty, if any).
6.7 Disclaimers. Nordian does not warrant that software will be uninterrupted or error-free. Signal Services are provided “AS IS” without any warranty.
6.8 Limitation. This limited warranty is Buyer’s exclusive remedy. Nordian is not liable for special, indirect, incidental, or consequential damages. Any modification to this warranty is valid only if in writing and signed by a Nordian executive.
7. Compliance with Laws & U.S. Export Controls
7.1 Compliance. Buyer will comply with all applicable U.S. federal, state, and local laws, regulations, and ordinances, including export, import, and trade controls, and shall maintain all required licenses, authorizations, consents, and permits.
7.2 U.S. Export Laws. Products, Accessories, Software, and Signal Services are subject to U.S. export control laws and regulations (“U.S. Export Laws”), which may restrict or prohibit their provision or use.
7.3 Restrictions. Nordian will not enable Signal Services, ship Products/Accessories/Software, or deploy personnel in violation of U.S. Export Laws, including to embargoed destinations, denied parties, or prohibited end uses.
7.4 Buyer Warranty & Indemnity. Buyer warrants it will not use, divert, export, re-export, or import any items contrary to U.S. Export Laws and will indemnify and hold Nordian harmless from any liability arising from violations.
8. Software License
8.1 Ownership. All Software remains the property of Nordian or its third-party licensors.
8.2 Licensing. Nordian Software is licensed under the applicable End User License Agreement (EULA). Third-party software is licensed under the provider’s terms. Other Nordian Software is licensed on a limited, non-exclusive, revocable, non-transferable basis for Buyer’s internal use with Nordian Products, in object code only.
8.3 Restrictions. Buyer may not modify, adapt, translate, reverse engineer, decompile, or disassemble the Software or otherwise attempt to discover source code.
8.4 Compliance. Buyer is responsible for complying with all license terms. Violations may result in immediate revocation of license rights without prejudice to Nordian’s other remedies.
9. Signal Services
9.1 Definition & Permitted Use. Signal Services are subscription-based correction services not intended as a primary or sole means of navigation. Permitted sectors are: (a) agriculture; (b) other land-based industries; and (c) UAV operations over land. Unless expressly authorized in writing by Nordian, Signal Services may not be used with receiver hardware embedded in autonomous road vehicles.
9.2 Limitations. Nordian is not liable for deactivation due to geographic or speed limitations. Buyer shall indemnify, defend, and hold Nordian harmless from claims arising from such deactivation.
9.3 Aerial Use. For UAV applications, Buyer is solely responsible for compliance with all applicable U.S. federal, state, and local aviation laws and regulations (including FAA rules). Buyer shall indemnify, defend, and hold Nordian harmless from claims arising from such use.
9.4 Specific Conditions. Certain Signal Services require manual purchase orders and are not available via e-commerce. Services may be deactivated or terminated for use outside permitted sectors, violations of U.S. Export Laws, prohibited applications, unauthorized sharing/resale, or use by unauthorized third parties.
9.5 Buyer Responsibilities. Buyer shall comply with all applicable U.S. laws and regulations for Signal Services use and will indemnify Nordian for liabilities arising from improper use.
10. Exclusion of Liability
10.1 Excluded Damages. To the maximum extent permitted by law, Nordian and its affiliates are not liable for any indirect, incidental, consequential, punitive, or special damages, including loss of use, revenue, or profit, even if advised of the possibility.
10.2 Liability Cap. Nordian’s total liability under this Agreement shall not exceed the total amount paid by Buyer to Nordian for the goods/services giving rise to the claim.
10.3 Scope. The exclusions and indemnities in Sections 6, 8, 10, and 11 apply regardless of cause, including negligence or breach of duty, and to all theories of liability.
10.4 Claim Period. Except as prohibited by law, any claim must be brought within one (1) year after the cause of action accrues.
11. Data Protection and Privacy
Buyer’s personal information will be handled in accordance with Nordian’s Privacy Policy (www.nordian.com/privacy-policy) or as provided upon request. Personal information may be disclosed to third parties (e.g., collection agencies) to facilitate recovery of outstanding debts.
12. Termination
Nordian may terminate this Agreement immediately upon written notice if Buyer: (a) fails to make any due payment; (b) breaches any term or condition; or (c) becomes insolvent, files for bankruptcy, or is subject to bankruptcy, administration, reorganization, or assignment for the benefit of creditors.
13. Governing Law and Venue
This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. The parties submit to the exclusive jurisdiction of the state and federal courts located in Texas.
14. Amendments
This Agreement may be amended only by a writing signed by an authorized representative of Nordian. Oral representations, promises, or agreements regarding Products, Accessories, Software, or Signal Services (including features, enhancements, functionality, or services) are not binding unless set forth in a signed writing.
15. Miscellaneous
15.1 Notices. Notices to Nordian must be in writing and addressed to: 2301 W Anderson Ln, Austin, TX 78757, with a copy to connect@nordian.com. Notices must be delivered personally, by nationally recognized courier, or by certified/registered U.S. mail (return receipt requested, postage prepaid) and are effective upon receipt.
15.2 Survival. Sections 5, 7, and 11, and any provisions that by their nature should survive, will remain in effect after expiration or termination.
15.3 Severability. If any provision is held invalid, illegal, or unenforceable, the remaining provisions remain in full force. The parties will negotiate in good faith to replace the invalid provision to achieve the original intent as closely as possible.
15.4 No Waiver. Any failure or delay in exercising rights does not waive those rights. A single or partial exercise does not preclude further exercise of any right or remedy.
15.5 Assignment. Buyer may not assign, transfer, delegate, or subcontract any rights or obligations without Nordian’s prior written consent. Any attempted assignment in violation of this section is void.
15.6 Force Majeure. Nordian is not liable for failure to perform due to events beyond its reasonable control that could not have been prevented with reasonable care.
15.7 Relationship. The parties are independent contractors. Nothing herein creates an agency, partnership, joint venture, employment, or fiduciary relationship.
15.8 Exclusivity. This Agreement does not create any exclusivity between the parties.
