Sellers Terms and Conditions
- PURCHASE ORDERS: All purchase orders shall be address to MR Systems, Inc., Norcross, Georgia and shall be subject to acceptance by MR Systems, Inc. (Seller).
- EXCEPTIONS: Sale of the equipment and services identified within this quotation will be based solely upon the terms and conditions set forth herein. These terms and conditions supersede and reject any conflicting terms and conditions of the buyer, any statement in the buyer’s terms and conditions to the contrary notwithstanding. Exceptions to any of the Sellers terms and conditions must be contained in a written or typed (not printed) statement received from Buyer. MR Systems shall not be deemed to have waived any of our terms and conditions or to have assented to any modification or alteration of such terms and conditions unless such waiver or assent is in writing and signed by an authorized officer of MR Systems, Inc.
- PRICES: All prices quoted are subject to change, after the quotation validity date on MR Systems’ quotation has expired, without notice, at any time prior to Seller’s acceptance of Buyer’s purchase order, to prices prevailing at time of acceptance. If there is a delay in completion of shipment of said order, due to any change requested by Buyer or as a result of any delay on Buyer’s part in furnishing information required for completion of the order, the price agreed upon at time of acceptance of order is subject to change. Prices are exclusive of all taxes – federal, state or local, which shall be paid directly by Buyer. There will be added to the quoted price any sales or other tax or duty Seller pays or is required to collect or pay upon sale of merchandise quoted.
- TERMS OF PAYMENT: The terms of payment are provided on the face of this invoice. A finance charge of 1.5% per month will be added to all invoices not paid within specified terms.
- CREDIT: All sales are subject to credit approval of MR Systems, Inc. MR Systems reserves the right to suspend or delay shipments of material covered by your purchase order if in our opinion; there is sufficient reason to suspect potential payment default. In such a case, in addition to any other remedies herein or by law provided, cash payment or satisfactory security from the Seller may be required by us before shipment of material is made. Acceptance by us of less than full payment shall not be a waiver of any of our rights.
- SHIPMENT: All shipments will be made F.O.B. shipping point unless otherwise specified in the quotation. In the absence of specific instructions, MR Systems, Inc. will select the carrier. Title to and risk of loss for the material shall pass to the Buyer upon delivery to the carrier or delivery service. Material held for the Buyer or stored for the Buyer shall be at the risk and expense of the Buyer.
- DELIVERY: If an estimate of time of shipment or delivery has been made in a proposal, it is to be understood that it is approximate only and will begin to run on date of Seller’s acceptance of Buyer’s purchase order and receipt of all specifications; except that in the case of special items considered to be non-standard by Seller, it will begin to run on the date which Seller received complete information necessary to design and manufacture. All estimated shipping dates are subject to delays caused by Seller provided testing material, civil insurrection, war, fire, strikes, labor stoppages, acts of God, shortages of fuel, energy or materials, the failure of suppliers or subcontractors who satisfactorily meet scheduled deliveries, the establishment of any priority systems by the U.S.A. or its agencies, or any other factor or cause beyond Sellers control; none of which factors or cause shall give rise to any liability on Seller’s part whatsoever, including loss of use or for any indirect or consequential damages.
- STORAGE: In the event that Buyer is unable to accept delivery of merchandise at the time of completion and/or shipment, Seller shall invoice Buyer for the full purchase price as if shipment had been made and: (1) if Seller is able to store such merchandise in its own facilities, Seller reserves the right to arrange handling and storage in charges for the period of such storage; (2) if Seller is unable to store such merchandise in its own facilities, Seller reserves the right to arrange handling and storage in suitable bonded warehouse for Buyer at Buyer’s expense. In cases where handling and storage becomes necessary per above, it will be the responsibility of Buyer to notify Seller when shipment is to be made.
- WARRANTIES: All goods sold by Seller are warranted to be free from defects in material and workmanship. MR Systems, Inc. is not a manufacturing firm; therefore, the warranties for the material identified hereon is subject to such warranties as may be given by their respective manufacturer. THESE PROVISIONS CONSTITUTE SELLERS SOLE WARRANTY AND MR SYSTEMS, INC. MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. THERE IS NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY AND NO EXPRESSED OR IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE. Seller shall not be liable for any loss, damage, cost of repair, incidental or consequential damage of any kind, whether based upon warranty, contract or negligence, and arising in connection with the sale, use or repair of the products. Seller’s maximum liability shall not in any case exceed the contract price for the products claimed to be defective or unsuitable. MR Systems’ liability hereunder in any case is expressly limited to repair or replacement of goods not complying with this agreement or at MR Systems election, to the repayment of, or crediting Buyer with, an amount equal to the purchase price of goods. This warranty shall not apply to any Seller product which shall have been; (a) repaired or altered other than by Seller or the Seller’s authorized or approved service personnel; (b) subjected to physical or electrical abuse or misuse; or (c) operated in any manner inconsistent with the applicable Seller instructions for use.
- CLAIMS-NOTICE OF DEFECTS: seller will give consideration to settlement of Buyer’s claims, but in no event shall the Seller be liable on any claims unless written notice of the claim is received by Seller within the following limitations; for shortages in weight and count, 15 days after delivery; and for all other claims, 15 days after discovery of defect or 12 months after delivery whichever is earlier. Buyer shall afford Seller prompt and reasonable opportunity to inspect all materials as to which and claim is made. If Seller and Buyer are unable to reach settlement of claim relating to material covered, hereby, Buyer must institute legal action against Seller within one year after such claim arises and thereafter all such claims shall be barred notwithstanding any statutory period limitations.
11. RETURNED GOODS: MR Systems, Inc. will not accept products for return unless prior written permission of MR Systems, Inc. has been obtained.
12. BACKCHARGES: Under no circumstances will MR Systems, Inc. accept any backcharges from the contractor or owner unless MR Systems, Inc. participated in and agreed, in writing, with the decisions which resulted in the backcharge.
13. ERRORS: MR Systems, Inc. reserves the right to correct clerical or stenographic errors or omissions.
- RISK OF LOSS: Delivery shall occur and risk of loss shall pass to Buyer upon delivery of the material to a carrier at the point of shipment. Transportation shall be at Buyer’s sole risk and expense, and any claim for loss or damage in transit shall be against the carrier only.
- DISPUTES: This agreement is deemed to be entered into in Georgia and to be a Georgia contract and shall be governed and construed in accordance with the laws of the State of Georgia. Seller and Buyer specifically agree that any legal action brought relating to goods purchased or relating to this contract will be brought and tried in Georgia. Buyer hereby waives all objections to venue, and Buyer consents to service of process by certified mail addressed to the same address as that address designated or the delivery of the goods purchased hereunder.
- FIELD SERVICES: Whenever a Field Service Representative is provided by MR Systems, Inc., the representative shall act only in an advisory capacity. The Field Service Rep. will interpret the Company’s drawings, advise the Buyer regarding the sequence of steps in erection, installation, inspection, start-up, dismantling, or repairs and explain features and components of the Company’s products and their function. Field Service Rep. will offer constructive criticism of work conditions, methods, and procedures at the jobsite. Field Service Rep. will not be required to superintend or supervise personnel supplied by the Buyer or train them in their respective crafts in connection with the performance of their work. If, however, at the request of the Buyer and if MR Systems, Inc. agrees that the representative will act in another capacity, he shall do so in accordance with normal standards of the industry for that type of work.
Whenever MR Systems, Inc. is involved in rehabilitative work for a customer, there is no warranty extended that repair or rehabilitative work performed will be successful. All risk in such cases shall be with the Buyer and decisions with respect to repair or replacement of the Buyer’s equipment or parts thereof shall remain solely with the Buyer. Neither MR Systems, Inc. nor the representative shall be responsible for any acts, omissions, or workmanship of employees, contractors, subcontractors, or agents of the Buyer or for their failure to follow the advice or instructions of the representative.
17. BUYER’S RESPONSIBILITY: Buyer shall furnish at his own expense and responsibility, all cranes, rigging, tools, facilities and equipment, material and repair or replacement parts, together with sufficient skilled and common labor and foreman, supervisors, and interpreters for the efficient performance of all work. He shall further designate a person in his organization to represent him fully at the site in all contacts and dealings with the representative. The Buyer’s representative shall be responsible for coordinating the work andshall be in charge of labor, supplies, tools, and facilities to be furnished by the Buyer. Buyer’s representative shall inspect and shall be authorized to accept all details of the work as they are completed.
- SELLAR’S LIABILITY OR RESPONSIBILITY: MR Systems, Inc. assumes no liability or responsibility for any acts, misuse of product, advertising, violations of any local, state or federal regulations or laws violated by the Buyer. Buyer assumes all responsibility for their acts and is responsible for researching local, state or federal regulations relating to the sale or use of Seller’s product.
- WAIVER: The failure of either party hereto at any time to require performance by the other party of any of its obligations hereunder shall in no way affect the full right to require such performance at any time thereafter. The waiver by either party hereto of any remedy with respect to a breach of any provision hereof shall not be taken as a waiver of a remedy with respect to any succeeding breach of such provision or any breach of other provisions.
- SEVERABILITY: The parties agree that each provision contained in these Terms and Conditions of Sale shall be treated as a separate and independent clause, and the unenforceability of any clause shall in no way impair the enforceability of any of the other clauses herein. Moreover, if one or more of the provisions contained in these Terms and Conditions of Sale shall for any reason be held to be excessively broad as to scope, activity or subject so as to be enforceable at all, such provision or provisions shall be construed by the appropriate judicial body by limiting and reducing it or them, so as to be enforceable to the extend compatible with the applicable law.
- MODIFICATION: The Terms and Conditions of Sale set forth herein may be accepted only in accordance with their terms. They may not be modified except by written agreement referring specifically to these Terms and Conditions of Sale and signed by a duly authorized representative of Seller. Any Provisions of Buyer’s purchase order, which is inconsistent with the foregoing, shall be of no force and effect. Seller shall have agreed to a modification of the Terms and Conditions of the Sale in the manner set forth herein.