MPT Corporate > Customer Care > Standard Terms & Conditions of Sale
| Standard Terms & Conditions of Sale |
| 1. ACCEPTANCE |
| All orders are subject to acceptance by Seller. Any acceptance by Seller of Buyer's order is expressly made conditional on Buyer's assent to any additional or different terms and conditions contained herein, and all sales and charges of the products listed herein shall be, in the case of conflict between the terms and conditions of Buyer and Seller, interpreted and governed exclusively by the terms and conditions contained herein. Seller shall not be bound by any terms and conditions proposed by Buyer, whether in its purchase order or otherwise, which are additional to or different from the terms and conditions set forth herein, unless and only if accepted in writing by a principal officer of the Seller or his designated representative. |
| 2. QUOTATIONS AND PUBLISHED PRICES |
| Quotations automatically expire forty-five (45) calendar days from the date issued unless otherwise stated in the quotation and are subject to withdrawal by notice within that period. Seller reserves the right to unilaterally extend such quotation up to 12 months from the date of issuance. Prices shown on the published price lists and other published literature issued by the Seller are not unconditional offers to sell, and are subject to change without notice. The Seller's prices for equipment unless otherwise specified, do not include an allowance for installation and/or final on-site adjustment. Prices shall be subject to adjustment to those in effect at time of shipment. |
| 3. TAXES |
| The Seller's prices do not include any applicable federal, state or local sales, use, excise or similar taxes; and the amount of any such tax which the Seller may be required to pay or collect will be added to each invoice unless the Buyer has furnished the Seller with a valid tax exemption certificate acceptable to the taxing authorities. Where a Buyer fails to furnish the required documentation, the previously unpaid sales, use, excise, or similar tax will be billed to the Buyer. If, upon subsequent sales, use, excise or similar tax audit, an exemption certificate provided to the Seller by Buyer is, through no fault of the Seller, determined to be invalid, the Seller will attempt to acquire a valid exemption certificate, notarized affidavit of exempt use or other necessary documentation from Buyer. If Buyer fails to timely furnish a valid exemption certificate, notarized affidavit or other necessary documentation, the previously unpaid sales, use or similar excise tax will be billed to Buyer. |
| 4. TERMS OF PAYMENT |
| Except as otherwise provided herein, terms are cash net 30 days from date of invoice. Amounts pastdue are subject to a service charge of 1.5% per month (or fraction thereof) or maximum contract rate permitted by law. If the Seller deems that by reason of the financial condition of the Buyer or otherwise, the continuance of production or shipment on the terms specified herein is not justified, the Seller may require full or partial payment in advance. On orders of $100,000 or more, the standard method of payment will be progressive deposits. |
| 5. DELIVERY |
| Delivery dates indicated in the contract documents are approximate and are based on prompt receipt of all necessary information regarding the equipment covered by the contract. The seller will use reasonable efforts to meet the indicated delivery dates, but cannot be held responsible for its failure to do so. In the event of any delay in delivery caused by the Buyer, or Force Majeure or causes beyond its reasonable control, the Seller will store and handle all items ordered at the Buyer's risk and will invoice the Buyer for the unpaid portion of the contract price, plus storage, insurance and handling charges, on or after the date on which the equipment is ready for deliver, payable in full within 30 days from invoice date. Title to the equipment and risk of loss or damage shall pass to Buyer upon deliver to carrier. |
| 6. SHIPPING/HANDLING CHARGES |
| Shipments are F.O.B. point of shipment. Shipping/handling will be prepaid and billed as a separate item on the equipment invoice on the basis of Seller's current shipping/handling policies. |
| 7. ELECTRONIC DATA INTERCHANGE/FACSIMILE (FAX) |
| Orders placed hereunder by Buyer may be transmitted electronically or via FAX and in such event, such orders shall be subject to the terms and conditions contained in Seller's Electronic Data Interchange Trading Partner Agreement, or FAX Agreement, in addition to the terms and conditions contained herein. |
| 8. SUBSTITUTIONS |
| Unless specifically restricted on a purchase order, the Seller reserves the right to substitute the latest superseding design and manufactured equivalent product where the interchangeability of the product is based on form, fit, and function, in place of the product ordered. |
| 9. CHANGES |
| Buyer may with the express written consent of the Seller make changes in the specifications for equipment or work covered by the contract. In such event the contract price and delivery dates may be adjusted. The Seller shall be entitled to payment for reasonable profit plus costs and expenses incurred by it for work and materials rendered unnecessary as a result of such changes and for work and materials required to effect said changes. |
| 10. CANCELLATION |
| Undelivered parts of any order may be canceled by the Buyer only with the written approval of the Seller. If the Buyer makes an assignment for the benefit of creditors, or in the event that the Seller for any reason feels insecure about the Buyer's willingness or ability to perform, then Seller shall have the unconditional right to cancel this sales transaction. In the event of any cancellation of this order by either party, the Buyer shall pay to the Seller the reasonable costs and expenses (including engineering, expenses and all commitments to its suppliers and sub-contractors) incurred by the Seller prior to receipt of notice of such cancellations plus the Seller's usual rate of profit for similar work. |
| 11. INTERNATIONAL SALES |
| SELLER acknowledges that the parties hereby expressly exclude the application of the Convention on Contracts for the International Sale of Goods to this Agreement or any Purchase Order issued in connection with this Agreement. |
| 12. DEFAULT |
| Upon default and placing of this instrument with an attorney for collection or repossession of equipment. Buyer agrees to reimburse attorney fees and court costs incurred by the Seller in connection therewith. |
| 13. REGULATORY LAWS AND/OR STANDARDS |
| The Seller takes reasonable steps to keep its products in conformity with various nationally recognized standards and such regulations which may affect its products; however, the Seller recognizes that its products are utilized in may regulated applications and that from time to time standards and regulations are in conflict with each other. The Seller makes no promise or representation that its product will conform to any federal, state or local laws, ordinances, regulations codes or standards, except as particularly specified and agreed upon for compliance in writing as a part of the contract between Buyer and the Seller. The Seller prices do not include the cost of any related inspections or permits of inspection fees. |
| 14. DISCLAIMER OF DAMAGES |
| IN NO EVENT SHALL SELLER BE LIABLE FOR ANY TYPE OF SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PENAL DAMAGES, WHETHER SUCH DAMAGES ARISE OUT OF OR ARE A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE; such damages shall include but not be limited to loss of profits or revenues, loss of use of the equipment or associated equipment, cost of substitute equipment, facilities, down time costs, increased construction costs or claims of Buyer's customers or contractors for such damages. Buyer agrees that in the event of a transfer, assignment, or lease of the equipment sold hereunder that Buyer shall secure for the Seller the protection afforded to it in this paragraph. |
| 15. LIMITATION OF LIABILITY |
| The Seller shall not be liable for any loss, claim, expense or damage caused by, contributed to by or arising out of the acts or omissions of Buyer or third parties, whether negligent or otherwise. In no event shall the Seller's liability for any cause of action whatsoever exceed the cost of the item giving rise to the claim, whether based in contract, warranty, indemnity, or tort (including negligence). Any suit arising hereunder must be commenced within one (1) year from the date the cause of action accrues. Except as provided in Article "Indemnity", the Seller shall not indemnify any party. |
| 16. NO RESPONSIBILITY FOR GRATUITOUS INFORMATION OR ASSISTANCE |
| If Seller provides Buyer with assistance or advice which concerns any parts/products/service supplied hereunder or any system or equipment in which any such part/product/service may be installed and which is not required pursuant hereto, the furnishing of such assistance or advice shall not subject Seller to any liability, whether based in contract, warranty, tort (including negligence) or otherwise. |
| 17. INTERPRETATION |
| Should any term or provision contained in the contract contravene or be invalid under applicable law, the contract shall not fail by reason thereof but shall be construed in the same manner as if such term or provision had not appeared therein. All transactions covered by these terms and conditions shall be governed by the laws of the state of South Carolina. |
