General Terms and Conditions
MW Enterprises, LLC General Terms and Conditions -
1. PRICES - Prices may change without prior notice. Unless stated otherwise, prices do not cover transportation fees or any special packaging or crating requested by the Buyer. The Seller reserves the right to adjust prices to account for any additional duty, tariff tax, or other charges imposed by the U.S. Government, state or local governments, or their respective agencies.
2. TAXES - Unless stated otherwise, prices exclude taxes. Any taxes that the Seller is obligated to pay or collect under current or future federal, state, local, or foreign laws related to the sale, purchase, delivery, storage, processing, use, or consumption will be the responsibility of the Buyer. The Buyer must promptly remit the amount owed to the Seller upon request.
3. PAYMENT TERMS - Unless specified otherwise, the terms are 30 days net from the date of the invoice, pending approval by MW Enterprises, LLC regarding the amount and terms of credit. Any products held or stored for the Buyer will be at the Buyer's risk and expense. Seller reserves the right to refuse or delay shipment if the Buyer fails to pay any amount owed on time, whether under this purchase order or any other contract between the Seller and Buyer. Accounts not fully paid within thirty days of the invoice date will incur a finance charge of 0.5% per month (equivalent to an annual percentage rate of 6%), with a minimum charge of $0.50. Past-due accounts will be forwarded for collection at the Buyer's expense, and the Buyer will be liable for interest, court costs, and attorney's fees. A fee of $20.00 will be charged for each returned check. The agreement between the Seller and Buyer is considered executed in Moriarty, Torrance County, New Mexico, and will be governed by New Mexico law. Legal proceedings shall take place in Torrance County, New Mexico.
4. DELIVERY - The Buyer is responsible for all transportation costs unless expressly agreed upon in writing. Delivery dates are estimated and subject to change. If circumstances arise that hinder adherence to the delivery schedule, the Seller shall not be held liable for any resulting loss, damage, consequential damages, or penalties due to delays in delivery.
5. SHIPMENTS - All shipments will be made F.O.B. from the Seller's designated point of shipment, which could be the factory of origin, a gateway city (Seller's designated port of entry), or the Distribution Center. If specific instructions are not provided, the Seller will choose the carrier, but it should be noted that the carrier is not considered the Seller's agent, and the Seller holds no liability for any damage or delays that may occur during shipment. Any mention of freight or Incoterms in this order is solely for the purpose of assigning freight, insurance, and associated transit costs.
Regardless of any provisions to the contrary in this order, title and risk of loss for all goods transfer to the Buyer upon the Seller's delivery to the carrier or other delivery service. At this point, the Buyer becomes responsible for the goods. Any transit insurance, charges, or costs arranged by the Seller are done so on behalf of the Buyer. Any discrepancies or shortages must be reported to MW Enterprises, LLC in writing within ten days of receiving the material.
6. CANCELLATIONS OR RESCHEDULES -
Cancellation or rescheduling of orders for standard products must be requested with thirty days' advance written notice to the Seller. Buyer's orders, whether for warehouse or direct shipment, can be canceled or reduced in quantity without factory authorization under certain conditions: if the Seller's committed delivery date exceeds the current date by more than 45 calendar days, or if the customer's expected ship date is overdue or less than the current date. Orders for products not featured in the Seller's current catalog, including semi-custom or custom items with unique markings, special testing, or tailored manufacturing for the Buyer, may be rescheduled with sixty days' prior written notice to the Seller. These orders cannot be canceled except under the terms of a prior written agreement between the Buyer and Seller, specifying the cancellation charges to be paid by the Buyer in the event of cancellation. If such an agreement is absent, the charges will be 100%.
7. PRODUCT SAFETY - MW Enterprises, LLC products are not intended, designed, or authorized for use as components in systems intended for surgical implantation into the body, or in any applications intended to sustain life or support vital functions, or in any situation where the failure of MW Enterprises, LLC products could potentially result in personal injury or loss of life. If the Buyer chooses to purchase or utilize MW Enterprises, LLC products for such unintended or unauthorized applications, the BUYER SHALL INDEMNIFY AND HOLD MW ENTERPRISES, LLC AND ITS OFFICERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AND DISTRIBUTORS HARMLESS AGAINST ALL CLAIMS, COSTS, DAMAGES, AND EXPENSES, INCLUDING REASONABLE ATTORNEY FEES, ARISING DIRECTLY OR INDIRECTLY FROM ANY CLAIMS OF PERSONAL INJURY OR DEATH ASSOCIATED WITH SUCH UNINTENDED OR UNAUTHORIZED USE, EVEN IF SUCH CLAIMS ALLEGE NEGLIGENCE ON THE PART OF MW ENTERPRISES, LLC REGARDING THE DESIGN OR MANUFACTURE OF THE PRODUCT.
8. PRODUCT ACCEPTANCE - The Buyer will promptly assess and decide whether to accept or reject the goods upon delivery. If not previously accepted or rejected, the goods will be considered accepted by both parties within thirty days after delivery to the Buyer. Upon acceptance of each unit of goods, the Buyer forfeits any right to revoke acceptance for any reason, regardless of whether the reason was known or unknown at the time of acceptance. The Buyer's only recourse concerning any defects or non-conformities discovered in the goods after acceptance shall be in accordance with Clause 9 titled "Warranty."
9. WARRANTIES, DISCLAIMER OF ALL OTHER WARRANTIES, AND LIMITATION OF LIABILITY AND REMEDY - Seller provides the following warranty for the product sold, unless otherwise specified herein: Standard products of MW Enterprises, LLC are warranted by the Seller for a period of one year (commencing on the first day of the calendar month following the date indicated by the date code on each product) to be free from defects in materials and workmanship, and to conform to the specifications furnished or approved by the Seller. Liability under this warranty is strictly limited to the repair or replacement, at the Seller’s discretion (excluding installation), of any defective product. These warranties do not extend to, or apply to, any product that has been (1) subjected to misuse, neglect, accident, improper installation, or use in violation of instructions furnished by the Seller, and/or (2) repaired or altered outside of the Seller’s factory by persons not expressly approved in writing by the Seller, and/or (3) evaluated, screened, or tested by an outside testing laboratory not previously approved in writing by the Seller. Except as otherwise stated herein, the Seller makes no warranty, either express or implied. (II) Any implied warranty of merchantability or fitness for a particular purpose is hereby disclaimed and excluded by the Seller from any sale. (III) The Seller specifically denies adoption of any manufacturer’s express warranty.
10. GOVERNMENT REQUIREMENTS - The Seller agrees to comply with all applicable state and federal laws, rules and regulations, and all obligations hereunder are subject to applicable government regulations, including those affecting or limiting prices, production, purchase, sales use or inventory of materials.
11. ASSIGNMENT - This order and Buyer’s duties hereunder may not be delegated or assigned by Buyer without Seller’s written consent, and any assignment attempted without such consent shall be null and void and shall effect, at Seller’s option, a cancellation of all of Seller’s obligations hereunder. Seller may assign this order and its interest therein to any affiliated corporation, or to any corporation succeeding to Seller’s business without the consent of Buyer.
12. DISPUTES AND DEFAULT - These terms and conditions of sale (this “Agreement”) shall be governed by, and construed in accordance with, the laws of the State of New Mexico, excluding any laws that require the application of another jurisdiction’s laws.
13. GOVERNMENT CONTRACTS - To the extent this contract is entered into to satisfy U.S. Government supply requirements Seller agrees only to those of the Federal Acquisition Regulations (FAR) or other Government Regulation clauses which Buyer includes in its order and which are required by law to be incorporated into a fixed price supply subcontract. No other clauses shall be included in this contract unless specifically agreed to in writing by Seller.
14. GENERAL - If any of the terms or provisions of this contract shall be declared in violation of the law, the remaining terms and provisions shall remain in full force and effect.
15. EXCLUSIVE TERMS AND CONDITIONS - The Seller reserves the right to alter or amend the terms and conditions of this Agreement without notifying the Buyer. This Agreement, along with any written amendments or supplements agreed upon by the Seller, constitutes the sole and complete agreement between the parties regarding the sale of the products, and overrides any purportedly associated representations, promises, or conditions not expressly included herein.