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Terms and Conditions
1. Orders
Buyer Purchase Orders should reference this quotation and shall constitute acceptance of these terms and conditions that are considered to take precedence where any conflict exists between Buyer’s Purchase Order and this quotation.
2. Validity of Quotation
Midé Technology Corporation quoted price and delivery schedule is valid for a period of sixty (60) days from date of quote.
3. Deliveries
All deliveries by Midé Technology Corporation will be made F.O.B. Midé’s point of shipment is Medford, Massachusetts. Purchase orders placed under this quotation must specify a delivery schedule of no longer than 12 months from the date of Buyer’s order.
4. Packing
Hardware shall be delivered packed in accordance with proper commercial practice for domestic and international shipment. Any additional handling or preparation for shipment specified by Buyer shall be at buyer’s additional expense.
5. Excusable Delays and Failures
Midé Technology Corporation shall be excused for delays to the extent that any such delay or failure results from any cause beyond the control of Midé; including solely by way of example and without limitation, delays caused by Buyer, strikes and other labor disputes, government regulations, war, national emergency, public disorder, and catastrophes of nature, fire and explosion, effecting Midé or any supplier to Midé.
6. Risk of Loss
Risk of loss with respect to Midé deliverables delivered under this Agreement shall fall on Midé until delivery is made to the courier at Midé’s facilities, at which point risk of loss shall fall on Buyer.
7. Intellectual Property
Any Midé proprietary specifications, drawings, designs, or technical or business data (“Proprietary Information”) furnished to Buyer in connection with the work required under the Purchase order shall remain Midé’s property. All copies of such Proprietary information shall be returned to Midé at its request and shall be kept confidential by Buyer unless such Proprietary Information has been or is subsequently made public by Midé or a third party. Midé retains title and all rights to inventions relating to Midé Products delivered under this quotation, if applicable. Delivery of Midé Products under this quotation conveys no license to Buyer under any intellectual property rights of Midé.
8. Warranties
Midé warrants that the Midé products delivered will comply with the respective description and specifications furnished in this quotation, and will be free from defects in workmanship or materials in normal use and operation. Midé’s responsibility under this warranty is, at its sole option, to repair, or replace, at Midé’s facilities and without extra charge, any Midé product that the buyer informs Midé as being defective within ninety (90) days from date of delivery to Buyer, and found by Midé to be so defective. Requests for compliance with this warranty will be honored only when made by Buyer. All claims under this warranty must be made in writing. No item may be returned to Midé without its authorization in advance. Midé shall pay transportation charges on returned Midé products found by Midé to be defective. This warranty shall not apply to any Midé product that has been repaired, damaged or altered by anyone other than Midé, or a person acting under Midé’s written direction. Except for the above warranty, Midé makes no other warranties, express or implied. This limited warranty expressly excludes all other express or implied warranties including, but not limited to, warranty of fitness for a particular purpose. Midé requests immediate notification of any claims arising from damage in transit in order to determine if carrier responsibility exists.
9. Indemnification
It is understood that Buyer is responsible for the design and manufacture of its goods, and Midé shall not be liable for any loss or damage relating to or asserted to arise from such goods incorporating Midé products, including claims for patent infringement or injury based on negligent or improper design. Buyer shall indemnify and hold Midé harmless in respect of any such injury, loss or claim, including legal fees incurred in defense.
10. Inspection and Acceptance
In the manufacture of Midé products delivered hereunder, Midé will utilize an inspection or quality assurance system in accordance with good commercial quality management.
11. Changes and Cancellations
If Buyer cancels or changes its order, Buyer shall be liable for the payment of reasonable cancellation charges, which shall include, among other things, expenses already incurred by Midé, actual liabilities against commitments incident to the order involved, and property allowable indirect charges, including set-up and equipment expenses reasonably needed to execute the order.
12. Invoices and Payment
Unless otherwise specified on the quotation, payment terms for all purchase orders made by Buyer and accepted by Midé shall be 30 days after shipment of deliverables. All payments are to be made in US dollars. Interest charges for late payment are agreed to incur at the rate of 1.5% per month (18% per year), or less. The maximum rate permitted by applicable law, which will be added to all past due invoices. Non-payment of any invoice for over 60 days constitutes a breach of this agreement and relives Midé of the responsibilities defined herein for delivery and warranty. Buyer agrees to pay collection costs in the event of court enforcement.
13. Taxes and Duties
The prices provided for in this quotation do not include any present or future taxes or duties that pertain to the sale or use of the Midé products; including, to the extent applicable, the Federal Manufacturers’ Excise Tax, and State sales, use taxes, or any import/export duties. The amounts of such taxes or duties (which do not include income and corporate franchise taxes) will be invoiced to and paid by Buyer, unless paid for by the Buyer directly, or Buyer submits a tax exemption certificate.
For more information:
Please contact Attila (Products), or call: 781-306-0609 x225