1. PRODUCTS: “Products” shall mean any products identified on the website.
2. ORDERS: Customer shall purchase Product by placing an order on the website, indicating specific Products, quantity, ship-to address and other special instructions. All orders are subject to acceptance by MGI Americas.
3. PRICES: All prices are firm and exclusive of shipping costs and applicable taxes, if any. Title to Products shall pass from MGI Americas to Customer upon delivery to the Customer. Duties, value added and withholding taxes are the responsibility of the Customer.
4. TERMS OF PAYMENT: Customer shall pay MGI Americas the full amount of the order upon placing the order via check, credit card or wire transfer. Upon receipt of the funds/clearing of the check, MGI Americas will initiate the fulfilment of the order.
5. PERFORMANCE AND SHIPPING: Shipping dates specified and communicated by MGI Americas to the Customer are based on average lead times. Failure to perform or ship on such dates shall not be considered a breach by MGI Americas. All claims for shortage of Products shipped must be presented to MGI Americas within ten (10) days after receipt by Customer of the particular shipment of Products.
6. CANCELLATION: The Customer may cancel or terminate any Customer order within 1 hour of receipt of the order confirmation by contacting MGI Americas via email or customer service phone number on the website.
7. QUANTITY: MGI Americas endeavors to use its reasonable best efforts to produce and ship the ordered quantity. MGI Americas may split an order into multiple shipments if the Products ordered are not available for shipment at the same time.
8. LIMITED PRODUCT WARRANTY: MGI Americas’ obligations to the Customer for any Product sold by MGI Americas are to issue a refund for any defective Product under the Refund Procedure (as defined below), on or before 30 days from the date of original shipment of the Product. The warranty does not cover any Product which has been damaged in applications which were not intended per the Product’s specifications.
9. REFUND PROCEDURE: In order to receive a refund for any defective Product Customer must contact MGI Americas via email or customer service phone number on the website.
10. LIMITATION OF LIABILITY: Except for the warranties stated herein, the Customer’s sole and exclusive remedy is expressly limited to the terms of the Agreement. MGI Americas shall not be liable to the Customer for any other costs or damages; including any costs or damages resulting from the use of this Product in violation of the Product’s Material Safety Data Sheet (“MSDS”). Each Product’s MSDS can be found on the website.
11. EXPORT RESTRICTIONS: Customer shall obtain all licenses, permits and approvals required by any government. Customer shall not transmit, export or re-export, directly or indirectly, separately or as part of any system, the Products received from MGI Americas, without first obtaining any license required by the applicable government, including without limitation, the United States Government and/or any other applicable competent authority. Customer also certifies that none of the products supplied by MGI Americas under this Agreement will be sold or otherwise transferred to, or made available for use by or for, any entity that is engaged in the design, development, production or use of nuclear, biological or chemical weapons or missile technology or any entity that is located in an export-prohibited country as defined by the U.S. government.
12. RIGHTS IN INTELLECTUAL PROPERTY: All right, title and interest in and to any inventions, discoveries, improvements, methods, ideas, and other forms of intellectual property, which are made, created, developed, written, conceived or first reduced to practice by MGI Americas solely, jointly or on its behalf, in the course of, arising out of, or as a result of MGI Americas’ work performed under an order, shall belong to and be the sole and exclusive property of MGI Americas. Customer agrees not to reverse engineer all or any portion of any Product nor allow or assist others to do so.
13. GENERAL TERMS:
13.1 The validity, interpretation and performance of this Agreement shall be governed by and construed under the applicable laws of the State of California and the United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of laws. MGI Americas and Customer hereby irrevocably and unconditionally submit to the jurisdiction of the courts of the State of California and all courts competent to hear appeal there from.
13.2 MGI Americas shall not be liable for any delay or failure in performance whatsoever due to acts of God, earthquakes, shortage of supplies beyond the control of MGI Americas, transportation difficulties, labor disputes, riots, war, fire, explosion, epidemics, or other occurrences beyond MGI Americas’ reasonable control or due to unforeseen circumstances.
13.3 Customer shall hold confidential and shall not use, disclose or permit others to use any confidential information identified as such in writing or orally by MGI Americas or information which Customer knows or ought to reasonably know is confidential, proprietary or trade secret information of MGI Americas, including, without limitation, trade secrets embodied in Products.
13.4 Neither this Agreement nor any rights under this Agreement, other than monies due or to become due, shall be assigned or otherwise transferred by Customer (by operation of law or otherwise) without the prior written consent of MGI Americas. This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties.
13.5 This Agreement constitutes the entire agreement between the parties hereto concerning the subject matter of this Agreement, apart from existing non-disclosure agreements and there are no understandings, agreements, representations, conditions, warranties, or other terms, express or implied, which are not specified herein.
13.6 MGI Americas’ written acknowledgement sent to Customer shall constitute an acceptance expressly conditioned on assent to the terms hereof and the exclusion of all other terms.