TERMS AND CONDITIONS OF SALE AGREEMENT
The Terms and Conditions of Sale (the “Agreement”) contained herein constitute the entire agreement between Mo-Sci Corporation (“Mo-Sci”) and Customer.
1. PRODUCTS. “Products” shall mean any products identified on Mo-Sci’s then current price list, proposals or quotations, or any of Mo-Sci’s invoices. Mo-Sci may make a modification to any product that it deems necessary or advisable at any time without prior notice to or consent of customer and such altered product shall be deemed fully conforming.
2. PAYMENT. Upon credit approval by Mo-Sci, payment terms shall be net thirty (30) days from date of shipment unless otherwise specified. All payments shall be made in U.S. dollars. All international orders are prepayment to release of shipment. Credit card payments are accepted through VISA, MasterCard, and American Express. Bank wire transfer is also accepted, there is a minimum of a $20.00 fee that is added to all bank wire transfer orders. Purchaser’s failure to make payment when due will be a material breach of the order and these Terms and Conditions. Mo-Sci, at its sole option and without incurring any liability, may suspend its performance until such time as the overdue payment is made or in Mo-Sci’s opinion, that the payment will be promptly made. In the event of such a suspension, the delivery time will be changed, taking into account the suspension. Any sum not paid by the customer when due shall bear interest until paid at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less.
3. TAXES AND DUTIES. All stated prices are exclusive of any taxes, fees and duties. Any taxes related to products purchased are the responsibility of the buyer. Customer shall provide to Mo-Sci an exemption certificate acceptable to the taxing authorities.
4. ORDERS. Mo-Sci will not be bound by any terms of customer’s order that are inconsistent with the terms set forth herein unless otherwise agreed to in writing. All orders are subject to acceptance by Mo-Sci. No form of acceptance except Mo-Sci’s written acknowledgement to the customer shall constitute valid acceptance of the customer’s order.
5. QUOTATIONS. Quotations submitted by Mo-Sci are good for acceptance only within thirty (30) days from receipt of date of quotation unless otherwise specified. Delivery lead times contained on quotations shall date from receipt of all necessary materials and information such as purchase order, specifications, etc. to be supplied from buyer.
6. CANCELLATION. Cancellation of any order must be written notice to Mo-Sci and will be subject to cancellation charges, which will include all expenses incurred by Mo-Sci.
7. CUSTOM ORDERS. All custom orders are non-refundable and non-returnable. Prepayment is required at the start of the project. Full payment or half payment will be required depending on the product, quantity, and cost of order.
8. RUSH ORDERS. On orders that need to be filled under limited time constraints a Rush Order Fee will be charged.
(a) On custom orders this fee is calculated as an additional 30% charge. Please contact a Mo-Sci representative for details concerning your order. Mo-Sci will determine whether the order can be filled in the time frame being requested and notify you accordingly.
(b) On standard stock items required to be shipped the same day there will be an added charge ranging from $50 – $250 depending on the product, quantity, and stocked amount. Your Mo-Sci representative will make you aware of the applicable charge at the time of your order.
9. PRODUCT RETURN.
(a) Procedure. If an item is not custom manufactured for the buyer and is not quoted and sold under a “best-effort” basis and a product is wished to be returned to Mo-Sci, the customer shall first call or e-mail to notify Mo-Sci of the reason for the return and to authorize the return. Notification of product return must be made within 30 days of the items ship date. All items that are sold as custom supplied items or items that are sold as “best-effort” are non-refundable. Product must be un-opened and in the original container. There is a 30% re-stocking fee that is applicable for all returns.
(b) Shipping Costs. The customer is responsible for all incoming and outgoing freight, insurance costs, and duties and taxes that are applicable for product returns.
10. SHIPPING AND DELIVERY.
(a) Shipping Dates. Shipping dates will be established by Mo-Sci upon receipt of a Customer’s purchase order and will be assigned as close as practicable to the customer’s requested date. Mo-Sci will notify the customer of the actual scheduled shipping date after receipt of order if this is specified by customer. Shipment schedules are approximate and are as accurate as present conditions permit. Mo-Sci assumes no responsibility for failure to delay in making delivery or otherwise performing hereunder when such failure or delay is due to any cause beyond its control and without fault or negligence. Delivery to common carrier shall constitute delivery to buyer and all risk of loss or damage in transit shall be borne by buyer.
(b) Shipping Method. UPS Ground Trac or UPS Worldwide Express Pre-pay and Add are the standard ship methods used unless an alternative method or carrier is specified. For collect / 3rd Party Billing shipments carrier information must be provided. Shipments are insured for the value of the product at the buyer’s expense unless otherwise indicate on orders. All international orders will have a $25.00 International Document fee added to the order.
(c) Rescheduling. The customer has the right to defer product shipment for no more than (30) days from the scheduled shipping date, provided written notice is received by Mo-Sci at least ten (10) days before originally scheduled shipping date.
(d) Shipment Terms, Etc. Shipment terms are F.O.B., Rolla, MO. The customer shall be responsible for all freight, handling and insurance charges.
(a) Risk of Loss. Risk of loss shall pass from Mo-Sci to the customer at Mo-Sci’s dock, Rolla, MO.
11. EXPORT SALES. If this transaction involves an export of items subject to the Export Administration Regulations, such items were exported from the United States in accordance with the Export Administration Regulations. The customer agrees that it will not divert, use, export or re-export such items contrary to United States law. The customer expressly acknowledges and agrees that it will not export, re-export, or provide such items to any entity or person within any country that is subject to United States economic sanctions imposing comprehensive embargoes without obtaining prior authorization from the United States Government. The list of such countries subject to United States economic sanctions or embargoes may change from time to time but currently includes Cuba, Iran, Sudan, and Syria. The customer also expressly acknowledges and agrees that it will not export, re-export, or provide such items to entities and persons that are ineligible under United States law to receive such items, including but not limited to, any person or entity on the United States Treasury Department’s list of Specially Designated Nationals or on the United States Commerce Department’s Denied Persons List, Entity List, or Unverified List. In addition, manufacturers’ warranties for exported products may vary or may be null and void for products exported outside the United States.
12. INTELLECTUAL PROPERTY. Unless otherwise specifically agreed to in writing by Mo-Sci, all drawings, techniques, processes, inventions, patents, patent applications and other intellectual property (i) now owned by Mo-Sci , (ii) created hereafter by Mo-Sci outside the scope of the Purchase Order or the agreement under which a Purchase Order is submitted (the “Agreement”) or (iii) created by Mo-Sci or created jointly by Mo-Sci and Buyer in connection with the Purchase Order or Agreement (collectively, “Mo-Sci’s Intellectual Property”) shall be and remain Mo-Sci’s property. Mo-Sci grants no license or other right to the buyer in Mo-Sci’s intellectual property, whether now owned or hereafter created. Unless otherwise specifically agreed to in writing by the buyer, all drawings, techniques, processes, inventions, patents, patent applications and other intellectual property owned by the buyer on the effective date of the Purchase Order (“Buyer’s Intellectual Property”) shall be and remain the property of the buyer.
13. FORCE MAJEURE. Mo-Sci shall not be liable for any delay or failure in performance whatsoever due to acts of God, earthquakes, shortages of supplies or supplier failure, transportation difficulties, labor disputes, riots, war, fire, epidemics, and similar occurrence. The obligations and rights of Mo-Sci shall be extended on a day-to-day basis for a period of time equivalent to the period of the delay.
(a) Choice of Law. This Agreement shall be interpreted and construed and legal relations created shall be determined in accordance with the internal laws of the State of Missouri, without reference to the conflicts of laws principles thereof.
(b) No Waiver. No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of this or any other right under this Agreement.
(c) Assignment. Neither this Agreement nor any rights under this Agreement, other than monies due or to become due, shall be assigned or otherwise transferred by either party (by operation of law or otherwise) without the prior written consent of Mo-Sci. Notwithstanding the foregoing, this Agreement may be transferred or otherwise assigned to any company or other entity, which acquires all, or substantially of the assets of such party.
(d) Illegality. In the event that any of the terms of this Agreement become or are declared to be illegal by any court of competent jurisdiction, such term(s) shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect. Notwithstanding the foregoing, if this paragraph becomes applicable and, as a result, the value of this Agreement is substantially impaired for either party, then the affected party may terminate this Agreement by written notice to the other.
(e) Attorney’s Fees. In the event of a breach of this Agreement, the breaching party shall pay to the other party any reasonable attorney’s fees and other costs and expenses incurred by the non-breaching party in connection with the enforcement of any provision of the Agreement.
(f) No Agency. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever.
(g) Representations and Warranties. Mo-Sci shall make no representations or warranties either express or implied, of merchantability or fitness for a particular purpose of any nature regarding the information of the product to which the information refers. The information on its web site, data sheets, MSDS, technical sheets, etc. may include typographical inaccuracies.
(h) Entire Agreement. This Agreement and each invoice relating to the products constitute the entire Agreement between the parties hereto concerning the subject matter of this Agreement and such invoices; and there are no conditions, understandings, agreements, representatives, or warranties, expressed or implied, which are not specified herein.
(i) Amendment and Modification. No change, modification, or waiver to any terms or scope of the order will be binding and valid unless it is accepted in writing and signed by an authorized representative of Mo-Sci. The products and specifications, configurations, and other technical information regarding the products are subject to change without notice. Mo-Sci believes that the statements, technical information, and recommendations for the products are accurate and reliable but provides such information without warranty of any kind, express or implied, and users must take full responsibility for their application of any products offered.
IN ADDITION, EXCEPT AS OTHERWISE AGREED TO BY MO-SCI IN WRITING, MO-SCI’S LIABILITY ON ALL CLAIMS IN ANY WAY RELATED TO THE MANUFACTURE, SALE, PACKING , DELIVERY, OR USE OF THE PRODUCTS OT MO-SCI’S NEGLIGENCE, TORT, STRICT LIABILITY OT OTHERWSIE, WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEED THE PURCHASE PRICE OF THE PRODUCTS SUBJECT TO THE CLAIM OR INCLUDE ANY INDIRECT, CONSEQUENTIAL, INCIDENTIAL, EXEMPLARY, PUNITIVE, OR OTHER SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO , LOSS OF PROFITS OR REVENUE, LOSS OF USE TOF THE PRODUCTS, LABOR CHARGES, LINE-DOWN CHARGES OR CLAIMS FOR PRODUCTION INTERRUPTION, DELAYS, OR CLAIMS OR CUSTOMER’S CUSTOMERS OR OTHER THIRD PARTIES.