MTI Terms and Conditions of Sale
1. Unless otherwise agreed in writing by the parties, these terms and conditions, together with any related quote, order confirmation, packing slip or invoice (collectively, the “Terms”), comprise the entire agreement between Medical Technologies Industries, Inc. (“MTI”) and Customer with respect to the products (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.
2. Payment Terms. Upon acceptance of the Terms, Customer agrees to pay MTI per the Payment Terms included herein.
a. Standard Terms. Standard payment terms are 50 percent of the amount set forth in the Terms (the “Purchase Price”) as a prepayment. The remaining balance may be paid by a credit card at time of shipment or check, or other acceptable form of payment at time of delivery. Orders for Customers outside the United States of America (USA), the remaining balance must be paid before shipment by an acceptable Payment Method.
b. Credit. MTI may, but is not obligated to, sell Products on credit. If Customer desires credit, the Customer must apply for credit through MTI’s credit application. In the event that MTI sells Products on credit, then: (a) payment in full is due and payable per the terms of the credit extended from the date of the invoice; (b) Purchase Orders may be accepted at MTI’s discretion; provided that a valid Purchase Order is issued upon acceptance of the Terms.
c. Other. Other Payment Terms must be agreed upon with a duly executed document by MTI.
3. Payment Method. Credit Cards may only be used at the time of purchase and not with any Payment Terms where payment is made after shipment. Only Visa and MasterCard are accepted. If the remaining balance is to be paid by a credit card, the balance will be charged to that card at the time the order is shipped. Other forms of payment such as checks, wire, ACH, or EFT are acceptable. If other form of payment is made, all fees associated with the payment are the responsibility of the Customer.
4. Payments are payable to Medical Technology Industries, Inc. at 3655 W Ninigret Dr, Salt Lake City, Utah, 84104 -6572, USA.
5. A service charge of 1.5 percent per month (or the maximum rate allowed by law if such rate is less than 1.5 percent) will be assessed if the account is not paid in full within the Payment Terms set forth herein.
6. 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 invoiced 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.
7. Return of Products. All returns must be authorized by MTI in advance by issuance of an RMA number. If a return is authorized, transportation charges must be prepaid by Customer. Risk of loss with respect to returned goods shall remain with Customer until receipt by MTI. Products returned for credit are subject to a minimum restocking fee of 20 percent (or more at MTI’s discretion) to cover inspection, reconditioning and repacking costs. Electrical components and special order products are not returnable. Products may be returned within 30 days (except Service Parts within 90 days) from the original ship date if it is in its original packaging, unused and unopened. See MTI’s Product Return Policy for more specific policy details.
8. Shipment Deferral. Should Customer defer shipment beyond the initial agreed upon shipment date for any reason, MTI will invoice the Customer on the original shipment date. MTI at its discretion may hold the order for a nominal period and release shipment upon Customer’s request. The remainder of the Purchase Price will be payable per the Terms.
9. 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.
10. 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 in this agreement. MTI will not be responsible for any delays, loss, or damage in transit, nor will such delays be considered a breach of contract by MTI. Unless Customer otherwise notifies MTI within 10 days 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 passes to Customer once MTI has made the Products available to Customer at the shipping point. While installation services are sometimes not provided by MTI, 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.
11. Limited Warranty. All warranties are as per the manufacturer’s standard warranty. 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.
12. Cost relating to the following activities are the sole responsibility of Customer and ARE NOT INCLUDED IN THE PURCHASE PRICE.
a. The disconnecting, moving, and/or re -installing of Customer’s existing equipment.
b. Changes or additions in plumbing, electrical or carpentry work.
c. Necessary governmental inspections, approvals, and fees.
d. Union intervention in installation of the equipment.
e. 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.
13. 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.
14. 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.
15. Products are shipped in accordance with the regulations of the USA Export Administration.
16. Wood products manufactured by MTI are California 93120 CARB Phase 2 compliant.
17. A $20.00 minimum per order is required.
18. In the event the amount due and owing is placed for collection, Customer agrees to pay all collection costs associated with the Products (including court and reasonable attorney’s fees).
IN NO EVENT IS MTI BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES 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.