TERMS AND CONDITIONS OF SALE
All quotations, acknowledgments, sales and invoices by Multi-Tech Systems, Inc., its subsidiaries or affiliates (collectively, “MultiTech”) are subject to these Terms and Conditions of Sale (“Terms”); provided however, that in the event that you (the “Customer”) have a written and fully executed purchase agreement with MultiTech regarding your purchase of MultiTech’s products, then these Terms shall supplement such purchase agreement to the extent not otherwise in conflict. “Customer” shall mean the natural person or entity that is purchasing the MultiTech product.
- Orders: All orders are subject to credit approval and written acceptance by MultiTech.
- Limited warranties and disclaimers: Unless otherwise noted, MultiTech warrants that its products will be free from defects in material or workmanship for a period of two years from delivery in accordance with its Standard Warranty. MULTITECH MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED OR STATUTORY, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. This warranty does not apply to any products that have been (i) damaged by lightning, water, or power surges; (ii) neglected, altered, abused, or used for a purpose other than the purpose for which they were provided; (iii) repaired by Customer or any other party without MultiTech’s prior written authorization; (iv) used in conjunction with a third party product or products not approved in advance by MultiTech; or (v) used in any manner inconsistent with any instructions provided by MultiTech. MultiTech’s entire obligation under this warranty shall be limited at its option to repair or replacement of any products which prove to be defective within the warranty period or issuance of a refund of the purchase price. Defective products must be returned by Customer to MultiTech’s factory, transportation prepaid. MULTITECH IS NOT AND WILL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES AND UNDER NO CIRCUMSTANCES WHATSOEVER WILL MULTITECH’S LIABILITY, WHETHER IN CONTRACT, TORT, STATUTE, WARRANTY OR OTHERWISE, EXCEED THE PURCHASE PRICE OF THE PRODUCTS WHICH GIVE RISE TO THE CLAIM.
- Design control: MultiTech reserves the right to make changes in the design and manufacture of any item without incurring any obligation to revise items manufactured for, or delivered to, Customer prior to such a change. Customer is responsible for the validation of the product design and to determine that the product is suitable for use in the Customer’s intended application. Customer is deemed to have accepted and validated the product design upon acceptance of a shipment from MultiTech. MultiTech will use the current revision of referenced documents unless Customer states a different revision on their purchase order.
- Designs and specifications: MultiTech assumes no responsibility for the adequacy of any designs, specifications, requirements, and/or instructions provided by Customer. Acceptance by Customer of any custom or non-standard products provided by MultiTech shall constitute an acknowledgment that Customer has reviewed the designs for such products and is satisfied that the designs meet all specifications, requirements, and standards applicable to such products. Customer further agrees that, upon request by MultiTech, it will execute a design approval form confirming the matters contained in this paragraph, and that MultiTech may withhold shipment of such products pending execution of such form.
- Technical assistance, samples, demonstrations: Any technical advice, recommendations, demonstrations, lab test, and/or samples provided by MultiTech or its representatives concerning the use, application or compatibility of any products or materials are provided by MultiTech solely for the purpose of assisting Customer to evaluate, at its own risk, the suitability of MultiTech products for Customer’s intended use. No such practices provided by MultiTech shall be construed as an express or implied warranty.
- Changes, rescheduling, cancellations: Customer may request to modify the quantities and dates for delivery or performance, or may request to cancel all or part of the order, but no such modification or cancellation will become effective unless consented to in writing by MultiTech. Consent of any such modification or cancellation will be at MultiTech’s discretion and will be upon such terms as MultiTech may require which may include changes to price, surcharges and cancellations charges as deemed appropriate by MultiTech. MultiTech will not accept any modifications or cancellations to an order within thirty (30) days of the scheduled ship date.
- Payment terms, prices, taxes and duties: Payment shall be made in advance (i.e., by check payment, credit card, or wire transfer), unless credit terms are approved by MultiTech. MultiTech products will not ship until MultiTech receives payment from Customer for the products. Prices are Ex Works (EXW) MultiTech’s facility in Mounds View, MN, and do not include any costs of shipment, taxes, tariffs, insurance, storage fees, forwarding, duty, import or export fees, or other charges, payment of which is and will be the sole responsibility of Customer. All payments shall be in U.S. Dollars and subject to Customer’s state sales tax. MultiTech reserves the right to modify pricing and terms prior to shipment, require payment in advance, or delay or cancel any shipment or order by reason of Customer’s creditworthiness or should Customer fail to fulfill any obligation when due.
- Delivery, risk of loss, delays: Unless otherwise stated on the face of the quote or invoice, product will be delivered EXW MultiTech’s facility in Mounds View, MN. Risk of loss will pass to Customer at MultiTech’s facility in Mounds View, MN. MultiTech may indicate scheduled shipment or service dates for certain items of Customer’s order. MultiTech reserves the right to ship in advance of any date or time provided by Customer for delivery, and to deliver in installments. Such dates are estimates only and may be subject to change by MultiTech without liability. Customer shall not be entitled to treat these Terms as repudiated in the event of such failure to deliver the products. MultiTech shall have no liability for direct, indirect, special, incidental or consequential damages due to failure for any reason to meet scheduled shipment dates. MultiTech shall not be liable for any damage to or loss of product following delivery to the EXW point, including any damage or loss in transit. MultiTech is not responsible for liquidated damages.
- Inspection, acceptance, returns: Customer will thoroughly inspect each shipment of products promptly upon receipt. All products will be deemed to have been accepted ten days after receipt, except for products for which Customer makes a written claim of non-conformance within such time. All products made the subject of such claim will be deemed to have been accepted ten days after receipt of conforming goods. No products may be returned to MultiTech except by prior authorization by MultiTech. All such returns will be subject to MultiTech’s then-current return policies and procedures.
- Entire agreement: These Terms constitute the entire agreement between Customer and MultiTech. In the case of conflict, these Terms will supersede and control any contrary terms. Any different, additional, or inconsistent terms and conditions of Customer’s purchase order or other documents will constitute a material alteration of MultiTech’s offer, and unless specifically accepted in a signed writing by an authorized representative at MultiTech, are specifically objected to and will not be binding on or effective against MultiTech. These Terms shall supersede any additional, different or conflicting terms proposed by Customer or contained on Customer’s purchase order or any document or instrument submitted by Customer, and all such terms proposed by Customer are hereby objected to and rejected by MultiTech.
- Force majeure: MultiTech shall not be liable for any failure to perform its obligations where such failure is a result of acts of God (including fire and natural disaster), any civil or military action, or any other cause or event not reasonably within MultiTech control.
- Governing law and venue: This agreement will be construed and governed by the laws of the state of Minnesota, without regard to its conflict of laws principles. Customer and MultiTech expressly consent and submit to the exclusive jurisdiction of either the state or federal courts of Minnesota.
Terms and Conditions of Sale
©2018 MULTI-TECH SYSTEMS, INC.