MINIMAX FIRE PROTECTION
Standard Terms and Conditions of Sale
The terms set forth in this form are the sole terms for the sale of goods and services by Minimax FireProtection (“MXFP”), unless otherwise specifically provided for by MXFP in this document, and shall apply to the exclusion of any inconsistent or additional terms contained in the end purchaser’s (collectively, the “Buyer”) order or acknowledgment or otherwise proposed by Buyer. Buyer’s acceptance of these terms shall be conclusively presumed by Buyer’s submission of a purchase order to Minimax Fire Supply or by Buyer’s acceptance of delivery of, or payment for, the goods and services. Any contract made for the sale of goods or services by MXFP is expressly conditional on Buyer’s assent to the terms stated in this document. MXFP objects to any additional or inconsistent terms proposed by Buyer.
1. Inspection/Acceptance/Return. Buyer may not return any goods, under warranty claim or otherwise, without first reporting to MXFP the reasons for such return and first obtaining and then observing such reasonable instructions as MXFP may give in authorizing any return. All returns must be accompanied by a valid MXFP RMA (return material authorization). Material accepted for return is subject to a minimum 20% restocking fee, or the standard restocking fee charged by the manufacturer or supplier on returns to them. Returned material must be unused or not installed, in its original packaging, and of current design. Sprinkler heads must be in unopened original packaging. Any returned material not in this condition is subject to additional charges to cover inspection, handling, repackaging, refurbishment, or any other expenses incurred by MXFP in accepting the material. MXFP may deny credit on returned merchandise not meeting these
requirements.
2. Special Order Items. Orders for special goods or special painted products may be assessed additional charges and may experience extended lead times. Orders covering special goods and special painted products are not subject to cancellation except by written permission and upon payment for work already performed. Changes to products may result in the loss of listings or approvals.
3. Non-Stock Goods. Orders covering non-stock goods and materials are not subject to cancellation or return except by written permission and upon payment for work already performed.
4. Dimensions and Weights. Dimensions and weights when shown are approximate.
5. DISCLAIMER OF WARRANTY.
a. MXFP PRODUCTS ARE WARRANTED AGAINST DEFECTS IN MATERIAL AND WORKMANSHIP SOLELY TO ORIGINAL PURCHASERS FROM MINIMAX FIRE SUPPLY. MXFP AGREES TO REPAIR OR REPLACE, OR TO REFUND THE PURCHASE PRICE OF, MXFP PRODUCTS DEMONSTRATED TO BE DEFECTIVE IN MATERIAL AND WORKMANSHIP FOR A PERIOD OF ONE (1) YEAR FROM DATE OF SHIPMENT, PROVIDED THAT THE ORIGINAL BUYER PROVIDES WRITTEN NOTICE TO MXFP WITHIN THIRTY (30) DAYS FOLLOWING DISCOVERY OF SUCH DEFECT. TO DEMONSTRATE A DEFECT, PRODUCTS MUST BE SENT, ALONG WITH THE WRITTEN NOTICE, TO MINIMAX FIRE PROTECTION, ATTENTION: RETURNS DEPT., 321 N. INDUSTRIAL PARK DRIVE, HASTINGS, MICHIGAN 49058. THIS WARRANTY SHALL NOT APPLY, HOWEVER, TO ANY MXFPPRODUCTS WHICH HAVE BEEN REPAIRED OR ALTERED OUTSIDE OF MXFP’S FACTORY, HAVE BEEN SUBJECT TO MISUSE, NEGLIGENCE OR ACCIDENTS, HAVE BEEN INCORPORATED AS A PART OR COMPONENT OF A PRODUCT OR SYSTEM MANUFACTURED BY AN ENTITY OTHER THAN MXFP, OR HAVE BEEN USED IN A MANNER CONTRARY TO MXFP’S INSTRUCTIONS OR RECOMMENDATIONS.”
b. BUYER ACKNOWLEDGES THAT ANY WARRANTY FOR PRODUCTS ACQUIRED BY MXFP THROUGH A THIRD PARTY MANUFACTURER IS LIMITED TO THE WARRANTY PROVIDED BY THE MANUFACTURER OF THE GOODS ACQUIRED. BUYER CONSENTS AND AGREES THAT ALL CLAIMS OF BUYER WITH RESPECT TO THE CONDITION OR PERFORMANCE OF SUCH GOODS SHALL BE MADE DIRECTLY BY BUYER TO SUCH MANUFACTURERS. MXFP HEREBY DISCLAIMS ALL WARRANTIES WITH REGARDS TO SUCH GOODS. IN THE EVENT THAT BUYER HAS SUCH A CLAIM, BUYER SHALL CONTACT MANUFACTURER DIRECTLY.
c. NOTWITHSTANDING ANY OTHER PROVISION IN THIS DOCUMENT, MXFP EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MXFP NEITHER ASSUMES NOR AUTHORIZES ANY ENTITY TO ASSUME ON ITS BEHALF ANY OTHER OBLIGATION IN CONNECTION WITH ITS PRODUCTS.
6. Force/Majeure. MXFP and Buyer assume the non-occurrence of the following contingencies which, without limitation, might render performance by MXFP impractical: acts of God, governmental actions, terrorist acts, utility interruptions, strikes, riots, fires, war, assertions by third parties of infringement claims, late or non-delivery by suppliers to MXFP, and all other contingencies beyond the reasonable control of MXFP.
7. NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES WHATSOEVER SHALL MXFP BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE AND WHETHER BASED UPON LOST GOODWILL, LOST RESALE PROFITS, LOSS OF USE OF MONEY, WORK STOPPAGE, IMPAIRMENT OF OTHER ASSETS, OR OTHERWISE AND WHETHER ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, STRICT LIABILITY IN TORT, NEGLIGENCE, MISREPRESENTATION, OR OTHERWISE, EXCEPT ONLY IN THE CASE OF PERSONAL INJURY WHERE APPLICABLE LAW REQUIRES SUCH LIABILITY.
8. Governing Law. Michigan law shall govern all transactions to which these standard terms and conditions apply. MXFP and Buyer agree that any action arising out of the sale of goods or services in accordance with this document will be brought, heard and decided in Kent County, Michigan. Buyer submits to personal jurisdiction in Michigan.
9. Buyer’s Design Responsibility. Buyer acknowledges that MXFP’s goods are produced or provided according to Buyer’s specifications. Buyer acknowledges that Buyer is not relying on MXFP in any way with respect to the suitability of its products or the adequacy of the specifications. MXFP has no responsibility for design, engineering, or other advice, regarding any product specifications provided by Buyer. Buyer shall defend, indemnify and hold MXFP harmless against all product liability, product recall, and other claims, liabilities and expenses, including but not limited to actual attorney fees, incurred by MXFP arising out of any claimed design or engineering defect relating to specifications provided by Buyer to MXFP.
10. Indemnification of MXFP (General). Buyer shall indemnify, defend and hold MXFP and its agents harmless from all claims, liabilities, and expenses, including but not limited to actual attorney fees, sustained by MXFP or its agents that are caused by any action of Buyer relating to the goods or services sold by MXFP to Buyer.
11. Indemnification of MXFP (Patents). Buyer shall indemnify, defend, and hold MXFP and its agents harmless from all claims, liabilities, and expenses, including but not limited to actual attorney fees, arising out of any claim of infringement of a patent, copyright, trademark, trade name, or other proprietary right, or claim of unfair trade or of unfair competition in connection with the manufacture, sale, or use of the goods sold to Buyer, except to the extent that any claim, liability, or expense arises solely from specifications developed by MXFP.
12. Compliance Statement. Commodities, technologies, or software exported by MXFP from the United States are in accordance with Export Administration Regulations. Any export or reexport contrary to U.S. law is prohibited.
13. Assignment. Buyer shall not assign its rights or delegate its duties under this document without MXFP’s prior written consent. MXFP may assign to any third party its rights and obligations with respect to Buyer.
14. Entire Agreement and Amendment. This document contains all of the terms of the agreement between MXFP and Buyer with regard to its subject matter and supersedes all prior oral or written representations, agreements, and other communications between MXFP and Buyer. The contract evidenced by this document may be amended only in writing signed by Buyer and an authorized agent of MXFP.
15. Severability. All terms shall be enforced only to the maximum extend permitted by law. If any term is invalid or unenforceable, all other terms shall remain in effect.
MXFP TC 0320
MINIMAX FIRE SUPPLY
Standard Terms and Conditions of Sale
The terms set forth in this form are the sole terms for the sale of goods and services by Minimax Fire Supply (“MXFS”), unless otherwise specifically provided for by MXFS in this document, and shall apply to the exclusion of any inconsistent or additional terms contained in Buyer’s order or acknowledgment or otherwise proposed by Buyer. Buyer’s acceptance of these terms shall be conclusively presumed by Buyer’s submission of a purchase order to MXFS, or by Buyer’s acceptance of delivery of, or payment for, the goods and services. Any contract made for the sale of goods or services by MXFS is expressly conditional on Buyer’s assent to the terms stated in this document. MXFS objects to any additional or inconsistent terms proposed by Buyer.
1. Price/Delivery. MXFS’s goods and services are sold at the prices in effect on the date of the order, and are subject to change without notice. Unless otherwise specified on MXFS’s order acknowledgement, price and delivery terms are FOB place of shipment (MXFS’s or consignee’s plant or warehouse as selected by MXFS in its reasonable discretion), and such prices do not include sales, use or other taxes, all of which shall be paid and/or absorbed by Buyer, who shall indemnify MXFS against all claims and liabilities therefor. Title shall pass upon delivery of the goods to the carrier at FOB point, and thereafter all risk of loss or damage shall be borne by Buyer. Shipments direct from a manufacturer or supplier are subject to that manufacturer’s or supplier’s standard freight terms, and the Buyer shall be responsible for all such charges.
2. Inspection/Acceptance/Return. Buyer may not return any goods, under warranty claim or otherwise, without first reporting to MXFS the reasons for such return and first obtaining and then observing such reasonable instructions as MXFS may give in authorizing any return. All returns must be accompanied by a valid MXFS RMA (return material authorization). Material accepted for return is subject to a minimum 20% restocking fee, or the standard restocking fee charged by the manufacturer or supplier on returns to them. Returned material must be unused or not installed, in its original packaging, and of current design. Sprinkler heads must be in unopened original packaging. Any returned material not in this condition is subject to additional charges to cover inspection, handling, repackaging, refurbishment, or any other expenses incurred by MXFS in accepting the material. MXFS may deny credit on returned merchandise not meeting these requirements.
3. Special Order Items. Purchase orders which include special order items, must contain both the manufacturer’s item number and a full description. Manufacturer’s and supplier’s terms and conditions may apply. Special items cannot be cancelled or returned unless agreed to by the manufacturer of such items. Cancellation fees and payment for any materials used and labor expended in manufacturing the order will apply.
4. DISCLAIMER OF WARRANTY.
a. BUYER ACKNOWLEDGES THAT ALL GOODS SOLD BY MXFS ARE ACQUIRED THROUGH THIRD PARTY MANUFACTURERS. BUYER ACKNOWLEDGES THAT ANY WARRANTY FOR PRODUCTS ACQUIRED THROUGH MXFS IS LIMITED TO THE WARRANTY PROVIDED BY THE MANUFACTURER OF THE GOODS ACQUIRED. BUYER CONSENTS AND AGREES THAT ALL CLAIMS OF BUYER WITH RESPECT TO THE CONDITION OR PERFORMANCE OF SUCH GOODS SHALL BE MADE DIRECTLY BY BUYER TO SUCH MANUFACTURERS. MXFS HEREBY DISCLAIMS ALL WARRANTIES WITH REGARDS TO SUCH GOODS. IN THE EVENT THAT BUYER HAS SUCH A CLAIM, BUYER SHALL CONTACT MANUFACTURER DIRECTLY. IN THE EVENT THAT BUYER HAS SUCH A CLAIM RELATED TO GOODS SOLD BY MXFS WHICH GOODS ARE MANUFACTURED BY MINIMAX FIRE PROTECTION BUYER SHALL BE BOUND TO THE THEN-CURRENT TERMS AND CONDITIONS OF SALE OF MINIMAX FIRE PROTECTION AVAILABLE AT WWW.MINIMAX-FIRE.COM, WHICH TERMS AND CONDITIONS ARE HEREBY INCORPORATED HEREIN IN THEIR ENTIRETY AND MADE A PART OF THESE TERMS AND CONDITIONS.
b. NOTWITHSTANDING ANY OTHER PROVISION IN THIS DOCUMENT, BUYER EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5. Force/Majeure. MXFS and Buyer assume the non-occurrence of the following contingencies which, without limitation, might render performance by MXFS impractical: acts of God, governmental actions, terrorist acts, utility interruptions, strikes, riots, fires, war, assertions by third parties of infringement claims, late or non-delivery by suppliers to MXFS, and all other contingencies beyond the reasonable control of MXFS.
6. NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES WHATSOEVER SHALL MXFS BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE AND WHETHER BASED UPON LOST GOODWILL, LOST RESALE PROFITS, LOSS OF USE OF MONEY, WORK STOPPAGE, IMPAIRMENT OF OTHER ASSETS, OR OTHERWISE AND WHETHER ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, STRICT LIABILITY IN TORT, NEGLIGENCE, MISREPRESENTATION, OR OTHERWISE, EXCEPT ONLY IN THE CASE OF PERSONAL INJURY WHERE APPLICABLE LAW REQUIRES SUCH LIABILITY.
7. Governing Law. Michigan law shall govern all transactions to which these standard terms and conditions apply. MXFS and Buyer agree that any action arising out of the sale of goods or services in accordance with this document will be brought, heard and decided in Kent County, Michigan. Buyer submits to personal jurisdiction in Michigan.
8. Buyer’s Design Responsibility. Buyer acknowledges that MXFS’s goods are produced or provided according to Buyer’s specifications. Buyer acknowledges that Buyer is not relying on MXFS in any way with respect to the suitability of its products or the adequacy of the specifications. MXFS has no responsibility for design, engineering, or other advice, regarding any product specifications provided by Buyer. Buyer shall defend, indemnify and hold MXFS harmless against all product liability, product recall, and other claims, liabilities and expenses, including but not limited to actual attorney fees, incurred by MXFS arising out of any claimed design or engineering defect relating to specifications provided by Buyer to MXFS.
9. Indemnification of MXFS (General). Buyer shall indemnify, defend and hold MXFS and its agents harmless from all claims, liabilities, and expenses, including but not limited to actual attorney fees, sustained by MXFS or its agents that are caused by any action of Buyer relating to the goods or services sold by MXFS to Buyer.
10. Indemnification of MXFS (Patents). Buyer shall indemnify, defend, and hold MXFS and its agents harmless from all claims, liabilities, and expenses, including but not limited to actual attorney fees, arising out of any claim of infringement of a patent, copyright, trademark, trade name, or other proprietary right, or claim of unfair trade or of unfair competition in connection with the manufacture, sale, or use of the goods sold to Buyer, except to the extent that any claim, liability, or expense arises solely from specifications developed by MXFS.
11. Compliance Statement. Commodities, technologies, or software exported by MXFS from the United States are in accordance with Export Administration Regulations. Any export or re-export contrary to U.S. law is prohibited.
12. Assignment. Buyer shall not assign its rights or delegate its duties under this document without MXFS’s prior written consent. MXFS may assign to any third party its rights and obligations with respect to Buyer.
13. Severability. All terms shall be enforced only to the maximum extend permitted by law. if any term is invalid or unenforceable, all other terms shall remain in effect.
MXFS TC 0320