Terms and Conditions

1. Unless otherwise agreed in writing by the parties, these terms and conditions, together with any related sales quotation, order confirmation, packing slip or invoice (collectively, the “Terms”), comprise the entire agreement (the “Agreement”) between Medical Technology Industries, Inc. (“MTI”) and Customer with respect to the products, service parts and services (the “Products”) referenced in the Terms, and supersedes all prior understandings, agreements, negotiations, and communications, both written and oral. These Terms prevail over any of Customer’s terms and conditions of purchase.  Fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.  The amount set forth in the Terms is (the “Purchase Price”).  Purchase Orders may be accepted at MTI’s discretion, provided that a valid Purchase Order is issued upon acceptance of the Terms.
2. Payment Terms. Upon acceptance of the Terms, MTI may but is not obligated to sell Products to Customer on credit.  If Customer desires credit, the Customer must apply for credit through MTI’s credit application process.  In the event that MTI sells Products on credit then payment in full shall be due and payable thirty (30) days from the date of invoice except for specific amounts disputed in good faith by Customer.  Otherwise, MTI will sell Products to Customer on prepaid Payment Terms.  All payments must be paid by an acceptable Payment Method.  MTI shall issue an invoice to Customer upon shipment of Product (whether a complete or partial fulfillment of the order).  The invoice shall state the amount to be paid by the Customer for all such shipped Product, as well as the taxes, duties, excises or shipping, handling, and transportation charges paid by MTI to be reimbursed by Customer.
3. Payment Method. All fees associated with the payment are the responsibility of Customer.  Customer shall make all payments in US dollars by check, wire transfer, or automated clearing house in accordance with the MTI’s wire instructions.  Credit or purchasing cards may only be used at the time of purchase and not with any Payment Terms where payment is made after shipment.  Only Visa, MasterCard and American Express are accepted.  If the remaining balance is to be paid by a credit or purchasing card, the balance will be charged to the card before the order is shipped.
4. Payments are payable to Medical Technology Industries, Inc. at 3655 W Ninigret Dr, Salt Lake City, Utah, 84104-6572, USA.
5. In the event Customer fails to pay MTI the Purchase Price within the Payment Terms set forth herein, Customer shall pay MTI interest on such delinquent payment at one and one-half percent (1.5%) per month, compounded monthly, or the highest rate permitted by law. Customer shall pay all collection expenses, including but not limited to attorney’s fees, incurred by MTI in the collection of amounts owed by Customer.
6. Security Interest. Customer grants MTI a security interest in the Products to secure all obligations owed by Customer to MTI.  Customer authorizes MTI to file appropriate Uniform Commercial Code financing statements or other documents and to take such other actions as MTI determines to be appropriate to perfect MTI’s security interest.  Customer’s failure to make any payment as provided herein or any other amounts due to MTI by Customer, or any other credit concerns of MTI, shall entitle MTI to cease without notice all shipments to Customer, and Customer consents that MTI, its successors and assigns, shall be and are hereby authorized to retake possession and custody of any shipments already made and/or received by Customer and upon written notice to Customer, cancel the balance and/or unexecuted portion of this Agreement and hold Customer liable for any and all damages incurred as a result of or in any manner growing out of the default or failure to so pay on the part of Customer.
7. Taxes. The Purchase Price does not include sales, use, excise, or other taxes.  Should taxes be applicable to this sale, Customer will pay all such taxes and agrees to file the applicable state or local taxes directly unless MTI invoices Customer for applicable taxes.  Taxes on the invoices are deemed to be accurate.  All other taxes shown on other documents are estimates only.  If MTI invoices Customer for taxes, in addition to the Purchase Price of the Products, the amount of any present or future sales, use, excise, or other tax applicable to the sale or use of the Products sold herein will be paid by Customer, or in lieu thereof, Customer must provide MTI with a tax-exemption certificate acceptable to the taxing authorities.  Customer will indemnify, defend, and hold MTI harmless from all such taxes.
8. Return of Products. All returns for Products must be authorized by MTI in advance by issuance of an RMA number and returned to the facility identified in the RMA.  If a return is authorized, transportation charges must be prepaid by Customer and RMA number identified on the outside of the packaging.  Risk of loss with respect to returned Products shall remain with Customer until receipt by MTI.  Special order or custom Products, custom or non-standard or special color Products, discontinued Products, or single-use Products are not returnable.  A warranted Product will be invoiced upon shipment and credited in full if: a) returned within sixty (60) days from the invoice date of warranted Product; and b) upon acceptance of the returned warranted Product.  Otherwise, the invoice will be due for the warranted Product.  See MTI’s Product Return Policy for more specific policy details.
9. Shipment Deferral. Should Customer defer shipment beyond the initial agreed upon shipment date for any reason, MTI will invoice Customer on the original shipment date.  MTI will hold deferred shipment for up to ten (10) business days and release shipment upon Customer’s request.  After ten (10) business days a storage fee will be assessed prior to release.  The remainder of the Purchase Price plus any applicable storage fees will be payable per the Terms.
10. Shipment Deferral, Termination or Reduction in Quantity. In the event Customer desires to defer shipment, terminate any part or all of its order, or reduce the quantity of the Products ordered, fair compensation will be made to MTI which will take into account, among other things; commitments already made by MTI, expenses incurred, the costs incurred by MTI for revising in the shipment or delivery schedule, in the case of termination or reduction in the quantity of Customer’s order, the profit reasonably anticipated by MTI, and reasonable costs and expenses incurred by MTI in making settlement herein.
11. Delivery and Acceptance. MTI does not guarantee delivery dates and times.  Notwithstanding, MTI will use its best efforts to deliver the Products on the date specified per the Terms.  MTI will not be responsible for any delays, loss, direct, indirect, incidental, or consequential damages, including without limitation lost income or profits, loss of use, downtime, and independent or employee contractor wages, payments, and benefits or damage in transit, nor will such delays be considered a breach of contract by MTI.  Products arriving with external damage should be noted and described on the Proof of Delivery, Delivery Receipt, or Bill of Lading.  In case of concealed damage, consignee must contact the carrier within 15 days after receipt and claims for damage instituted.  Unless Customer otherwise notifies MTI within forty-eight (48) hours after receipt of the Products, the Products are deemed to be of the price, quantity, and type ordered by Customer, and delivered and accepted by Customer in good condition.  Title and risk of loss, theft, destruction, or damage to the Products passes to Customer once MTI has made the Products available to Customer at the shipping point.  In the event MTI agrees to provide any installation services, except to the extent caused by the gross negligence or willful misconduct of MTI, MTI is not responsible for any damage or other loss associated with the disconnecting, removal, disposal or moving of Customer’s existing equipment or the moving or installation of the Products.
12. Force Majeure. MTI shall not be liable for any actions or failure to act due to causes beyond its reasonable control as a result of any strikes, work stoppages or labor unrest, natural disasters, shortages of materials or supplies or availability of goods or inventory, acts of war, terrorism, crimes, government-declared pandemics, civil unrest or violence, shipping or other transportation delays or restraints, acts, laws, rules and regulations of any governmental or legal authority, or any other cause or circumstance beyond its reasonable control.  However, MTI agrees that it shall use all commercially reasonable efforts to perform its obligations hereunder, shall use its reasonable best efforts to avoid or remove any such cause for delay.
13. Limited Warranty. All warranties are as per the manufacturer’s standard warranty.  A warranted Product will be invoiced upon shipment and credited in full if: a) returned within sixty (60) days from the invoice date of warranted Product; and b) upon acceptance of the returned warranted Product. Otherwise, the invoice will be due for the warranted Product.  MTI MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE OR OTHERWISE.
14. Cost relating to the following activities are the sole responsibility of Customer and ARE NOT INCLUDED IN THE PURCHASE PRICE.
    1. The disconnecting, moving, and/or re -installing of Customer’s existing equipment.
    2. Changes or additions in plumbing, electrical or carpentry work.
    3. Necessary governmental inspections, approvals, and fees.
    4. Union intervention in installation of the equipment.
    5. Freight cost including, but not limited to: storage fees, existing equipment disposal fees, special fees, i.e. inside and/or lift gate (ground) delivery, “white glove” delivery service, limited access delivery fees, small truck delivery fees, etc.
15. Products are shipped in accordance with the regulations of the USA Export Administration.
16. Wood products manufactured by MTI are TSCA Title VI compliant.
17. In the event that Customer breaches this Agreement, it is agreed that a fair measure of liquidated damages is 25 percent of the Purchase Price.
18. Governing Law. This Agreement and all rights, obligations, and liabilities arising hereunder are construed in accordance with the laws of the State of Utah, without giving effect to any choice or conflict of law provision that would cause the application of the laws of any other jurisdiction.  Any legal suit, action or proceeding arising out of or relating to this Agreement will be instituted in the federal courts or the courts of the State of Utah in each case located in Salt Lake City, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
19. Limitation of Liability. MTI’s liability for any claim of any kind, including breach of warranty and negligence, for any loss or damage resulting from, arising out of, or relating to the manufacture, sale, delivery, resale, repair, or use of the Products shall in no case exceed the Purchase Price for the Products which give rise to the claim.
20. Arbitration. MTI may, at its discretion, settle any dispute, controversy or claim arising out of or relating to this Agreement, or the breach of non-performance of any provision hereof, by arbitration in accordance with the Arbitration Rules of the American Arbitration Association in effect at the time such claim or controversy arises.  Customer and MTI agree that the place of arbitration shall be administered and conducted at Salt Lake City, Utah.
21. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

IN NO EVENT IS MTI BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES, DOWNTIME, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, REGARDLESS OF WHETHER UNDER CONTRACT, TORT, OR OTHERWISE.  IN NO EVENT IS MTI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE PURCHASE PRICE.

All returns for products and service parts (the “Products”) must be authorized by MTI in advance by issuance of an RMA number and returned to the facility identified in the RMA.  If a return is authorized, transportation charges must be prepaid by Customer and RMA number identified on the outside of the packaging.  Risk of loss with respect to returned Products shall remain with Customer until receipt by MTI.

Special order or custom Products, custom or non-standard or special color Products, discontinued Products, or single-use Products are not returnable.  A Product may be returned for credit only if it is: a) in current production (i.e. not discontinued); b) in the original packaging, unused and unopened; and d) products may be returned within 6 months and service parts within ninety (90) days from the original ship date.

Products may be returned to MTI for one hundred (100) percent credit if the Customer and MTI determine in good faith that: a) MTI erred in order fulfillment or shipping; b) the Product or the Product packaging is damaged upon delivery; or c) Product is covered under the Product’s warranty. A warranted Product will be invoiced upon shipment and credited in full if: a) returned within sixty (60) days from the invoice date of warranted Product; and b) upon acceptance of the returned warranted Product. Otherwise, the invoice will be due for the warranted Product. Products returned for credit are subject to a minimum restocking fee of twenty (20) percent or more at MTI’s discretion to cover inspection, reconditioning and repacking costs, except if Product qualifies for a return reason listed above.  MTI will issue credit (net of any applicable restocking fee) to the Customer’s account upon inspection and verification of the condition of the returned Product.