Terms and Conditions

Standard Terms and Conditions of Sale

1. Acceptance. Acceptance hereof by Purchaser shall be subject to the terms and conditions set forth in this Sales Agreement (including on the face hereof). Delivery of a signed copy hereof by Purchaser to Seller shall constitute such acceptance notwithstanding any purchase order, acknowledgment or other proposal containing terms and conditions additional to or different from those stated herein. Seller’s failure to object to such proposals made by Purchaser shall neither be deemed a waiver of the provisions of the terms and conditions hereon nor acceptance of the terms and conditions of such proposals.
   
   In addition, Purchaser’s acceptance of delivery of any of the goods, materials, articles and services covered hereby (the “Goods”), in the absence of written approval by Seller to any proposed terms and conditions of Purchaser that are additional to or different from those offered herein, shall be deemed to be acceptance of this offer and acceptance of the Goods by Purchaser in accordance with the exact terms and conditions set forth herein. Unless provided otherwise on the face of this Sales Agreement, terms or conditions not contained herein shall not be binding on Seller unless expressly accepted by Seller in writing.


2. Payment. In addition to the purchase price for the Goods stated herein, Purchaser shall pay to Seller the amount of any and all excise, sales, privilege or other taxes (whether federal, state or local) which are payable by reason of the sale or delivery of the Goods covered hereby.
   
   If payment is not made within thirty (30) days after date of invoice, interest on the outstanding balance will be charged at the rate of 1.5% per month. If the charging or payment of such amount of interest is in violation of any applicable law, interest will be charged and paid at the highest lawfully permissible rate then in effect.


3. Delivery. Title and Risk of Loss Title to the Goods covered hereby shall vest in Purchaser upon delivery or tender thereof by Seller at F.O.B. point. Risk of loss shall shift with title to the Goods.


4. Inspection and Rejection. Purchaser agrees to inspect, at Purchaser’s sole cost and expense, the Goods delivered pursuant hereto within a reasonable time after receipt of the Goods and to notify Seller in writing (by registered mail, return receipt requested) within such period of any defects. Failure to inspect as agreed or to so notify Seller of defects during such period shall constitute acceptance of the Goods. Purchaser agrees to comply with all reasonable instructions of Seller following any such notification.


5. Warranty; Exclusion of Other Warranties. EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THIS SALES AGREEMENT, SELLER HEREBY DISCLAIMS ANY, AND MAKES NO, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED AS TO (A) THE MAINTENANCE, REPAIR, CONDITION, DESIGN, WORKMANSHIP, SUITABILITY, UTILITY OR MARKETABILITY OF ANY OF THE GOODS OR ANY PORTION THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, (B) ANY MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE OR THAT WILL BE MADE AVAILABLE OR COMMUNICATED TO PURCHASER OR ITS AGENTS, CONSULTANTS OR REPRESENTATIVES IN CONNECTION WITH THIS SALES AGREEMENT, OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, OR (C) ANY EXPRESSED OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, IT IS EXPRESSLY AGREED THAT ALL DIMENSIONS, SPECIFICATIONS, PARAMETERS OR OTHER CRITERIA IN THIS SALES AGREEMENT SHALL BE SUBJECT TO SELLER’S STANDARD TOLERANCES AND DEVIATIONS UNLESS SPECIFIC TOLERANCES OR DEVIATIONS ARE EXPRESSLY STATED HEREIN. ORAL AND WRITTEN STATEMENTS MADE BY SELLER’S AGENTS OR ON BEHALF OF SELLER DO NOT CONSTITUTE WARRANTIES, SHALL NOT BE RELIED UPON AS SUCH BY PURCHASER, AND ARE NOT PART OF THIS SALES AGREEMENT. IF PURCHASER EXPERIENCES DIFFICULTIES BELIEVED TO BE COVERED BY WARRANTY, IT SHOULD NOTIFY THE SELLER IN WRITING IMMEDIATELY. SELLER WILL NOT BE RESPONSIBLE FOR PAYMENT OF ANY CHARGES OR OBLIGATIONS INCURRED BY PURCHASER FOR CORRECTION OF DEFICIENCIES COVERED BY WARRANTY UNLESS EXPRESS WRITTEN AUTHORIZATION HAS BEEN GRANTED BY SELLER FOR THE PERFORMANCE OF SUCH CORRECTION AT SELLER’S EXPENSE. SELLER’S SOLE LIABILITY FOR BREACH OF ANY APPLICABLE WARRANTY SHALL BE REPAIR OR REPLACEMENT OF THE GOODS OR A REFUND OF THE PURCHASE PRICE PAID TO SELLER, AT SELLER’S OPTION. PURCHASER SHALL BE RESPONSIBLE FOR ALL PACKING AND SHIPPING COSTS RELATED THERETO.


6. Supplemental Orders and Modifications. Orders subsequent to and which supplement or modify this Sales Agreement shall be subject, except for price and delivery, to the terms and conditions of this Sales unless expressly agreed otherwise in writing by Seller. Prices for supplemental orders or modifications will be governed by the price then in effect unless otherwise specified by Seller.


7. Force Majeure. Seller shall not be liable for any failure, omission, or delay in its performance, in whole or in part, of any of the terms or conditions of this Sales Agreement, due to any event, whether foreseeable of unforeseeable, the occurrence of which is beyond the reasonable control of Seller, including but not limited to the following: accidents to machinery, equipment breakdown, volume of business, inability to secure raw materials, delays in transportation or lack of transportation facilities, labor disputes, precedents, restrictions or priorities granted any federal, state, or local governments or any subdivision or agency thereof, or any other cause beyond Seller’s reasonable control.


8. Entire Agreement. All proposals, negotiations, and representations, if any, regarding the transaction or series of transactions evidenced hereby and made prior to or on the date hereof are deemed to be superseded and replaced by this Sales Agreement. This Sales Agreement forms the entire agreement between Seller and Purchaser and there are no other promises, representations or warranties affecting it. No evidence of any prior or contemporaneous course of dealings or course of performance between Seller and Purchaser shall be admissible to supplement, explain or contradict any term herein.


9. Assignment. Purchaser shall neither assign any of its rights nor delegate any of its duties hereunder without Seller’s prior written consent, and any such attempt at assignment or delegation shall be void.


10. Indemnification. Purchaser shall hold harmless, indemnify and defend Seller for or on account of any claims or suits, liabilities, losses, costs, claims or damages for patent infringement to the extent resulting from Seller’s compliance with the Purchaser’s directions, design, or other specifications, personal injury or property damage (including loss of use, consequential, exemplary or punitive damages, and pre and post-judgment interest), penalties and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation and litigation) (collectively, “Losses”) relating to, arising from or in connection with this Sales Agreement or the Goods, including those Losses caused by Seller’s concurrent or sole negligence or fault.
    
    On written demand by Seller, Purchaser will defend Seller from any action, arbitration, audit, hearing, investigation, or suit (whether civil, criminal, administrative, investigative or informal) brought in connection with such Losses at Purchaser’s sole cost and expense.


11. Purchaser’s exclusive remedy against Seller and limitation of liability. PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER FOR ANY SUIT OR CLAIM ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS SALES AGREEMENT, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNIFICATION, CONTRIBUTION OR OTHERWISE, IS LIMITED TO AND WILL NOT, IN THE AGGREGATE, EXCEED THE PRICE PAID FOR THE GOODS BY PURCHASER TO SELLER FOR THE GOODS. IN ADDITION, IN NO EVENT SHALL SELLER BE RESPONSIBLE OR LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFIT, BUSINESS INTERRUPTION, DOWNTIME, LOSS OF CAPITAL, ETC.) WHETHER BY ACTION FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNIFICATION, CONTRIBUTION OR OTHERWISE.


12. Waiver. Seller’s forbearance or failure to exercise, at any time, any of its rights, privileges, or remedies herein shall not be deemed a subsequent waiver thereof nor a waiver of any other right, privilege or remedy contained herein or conferred by law.


13. Costs. Purchaser hereby agrees to reimburse Seller for all costs and expenses (including reasonable attorney’s fees) incurred by Seller in connection with any legal proceeding commenced hereunder or otherwise arising out of this Sales Agreement or its enforcement.


14. Choice of Law. The construction, validity and effect of the contract evidenced hereby shall be governed by the internal law of the State of Texas (without regard to conflicts of law principles). Any litigation based hereon, or arising out of, under, or in connection with, this Sales Agreement, or any course of conduct, course of dealing, or statements related thereto(whether verbal or written), shall be brought and maintained exclusively in the state courts of the Washington County, Texas, or in the United States District Court for the Southern District of Texas.


15. Severability. Any provision of this Sales Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Sales Agreement.


16. Headings. The headings herein are for convenience only and do not define or limit the provisions hereof.


17. Amendment, Modification, Rescission or Waiver. Neither this writing nor any provision hereof may be amended, modified, waived, discharged, terminated, or rescinded orally or by course of performance, course of dealing or usage of trade, but only by an instrument in writing executed by the party against which enforcement of the amendment, modification, waiver, discharge, termination or rescission is sought. No waiver of any provision hereof or of any right otherwise conferred by law shall affect the Seller’s right to respond to any other contemporaneous or future breach.

Procurement Terms and Conditions

1. Delivery. MIC Group production schedules are based upon the agreement that materials will be delivered to the company by the date specified on the face of this purchase contract. If deliveries are not made at the time agreed upon, the Buyer reserves the right to cancel or to purchase elsewhere. .


2. Inspection. All goods are subject to Inspection and rejection upon receipt. Such goods may be tested to determine compliance with contract. If any goods are defective or not in conformity with the contract, Buyer in addition to its remedies under the Uniform Commercial Code may reject such defective or non-conforming goods, require correction, or accept them with an equitable adjustment in price. Payment prior to inspection shall not constitute waiver of any rights hereunder. Acknowledgement of receipt on packing slips or bills of lading shall not constitute acceptance. Materials rejected or not conforming to this purchase contract shall be returned at the Seller's expense, including transportation and handling costs.


3. Changes.  Buyer may at any time by written change order make changes in the articles or services to be furnished hereunder or their quantities or delivery dates. If the cost of, or time required for, furnishing the articles or services ordered hereby is increased or decreased as a result of such change order, an equitable adjustment in the contract price and/or delivery schedule will be made in the change order. If a price and/or delivery adjustment is not included in the change order, no increase in price or delay in delivery will be allowed.


4. Warranty. Seller warrants that all articles furnished under this contract will be free from defects in material and workmanship, and will conform to applicable specifications, drawing, samples or other descriptions, and that articles of Seller's design will also be free from defects in design. Seller further expressly warrants that all services performed under this contract will be free from defects in workmanship. These warranties shall remain in effect as to each product furnished, serviced and/or repaired hereunder, for a period of time consistent with the warranty life normally offered by the Seller. All warranties shall be construed as conditions as well as warranties and shall not be deemed to be exclusive.


5. Indemnification. Seller shall indemnify Buyer from any and all losses, claims, damages, expenses, or liabilities of any kind suffered by Buyer by reason of or in connection with Seller's fulfillment of this contract or in the manufacture and sale of any goods hereunder.


6. Patents. Seller agrees to save Buyer, its customers, and agents harmless from any loss, damage, or liability on account of any alleged infringement of any patent with respect to any product furnished under this Purchase Contract provided that such product is not manufactured pursuant to Buyer's design. Seller also agrees that it will, at its own expense, defend any action, suit or claim in which infringement is alleged provided Seller is duly notified as to such suit. .


7. A waiver by Buyer of any at the terms and conditions of this Purchase Contract shall not constitute a waiver of any similar provision or other such breach. This Purchase Contract shall not be deemed or construed to be modified, amended, rescinded, cancelled, or waived in whole or in part, except by written change order hereto signed by a Buyer's authorized representative.


8. Shipping. All articles are to be suitably prepared and packed for shipping to prevent damage and shall be shipped pursuant to the specific routing instructions on the face of this Purchase Contract. All packages, packing slips and invoices shall be plainly marked to show Buyer's order number. All invoices shall be sent to Buyer's Accounts Payable Department.


9. Proprietary Information. Seller agrees that all information contained in drawings, specifications, etc., which are submitted by Buyer to Seller under or pursuant to this contract is proprietary to Buyer and is submitted with the understanding and agreement by Seller that such Information shall not be utilized in whole or in part by Seller, except for fulfillment of this contract, without written permission of Buyer.


10. Information Proprietary to Seller. Any information which is proprietary to Seiler and which is disclosed in the products or documents furnished by Seller hereunder shall be deemed to have been disclosed as a part at the consideration for this contract and the Buyer shall have full right to its use as Buyer sees fit.


11. Compliance with Applicable Laws. Seller certifies that all of the products and services to be furnished hereunder will be manufactured or supplied by Seller in accordance with all applicable provisions and stipulations as of this date, of the Walsh-Healy Act, Fair Labor Standards Act. Occupations Safety and Health Act of 1970, Equal Employment Opportunity Provisions and Executive Orders, or any other federal, state, or local law, wherein such acts, provisions, and orders may be applicable, including but not limit to specifically set forth OSHA standards.


12. Assignment. Seller may not assign either its rights or obligations under this contract without prior written consent of Buyer.


13. Termination. Buyer reserves the right to terminate this contract, or any part hereof, and to cancel all or any part of the undelivered portion of this contract if Seller does not make deliveries as provided in this contract, or, if Seller breaches any of the terms hereof, including warranties. Seller agrees that any delay in delivery or other failure to perform, resulting from Seller's failure to comply with the provisions of the Occupational Safety and Health Act of 1970 and the standards and regulations issued hereunder, shall not be deemed an excusable delay or otherwise excuse Seller from performance as required. Buyer shall also have the right to terminate this contract or any part thereof, and cancel all or any part of the undelivered portion in the event of the happening of any of the following: insolvency of Seller, filing of a voluntary petition in bankruptcy, filing of an involuntary petition to have Seller declared bankrupt provided it is not vacated within thirty (30) days from the date of such filing, or the execution by Seller of any assignment for the benefit of creditors. Buyer shall have no obligations to Seller in respect of the cancelled portion of this contract and Buyer's liability shall be limited to payment for the delivered portion of this contract at the rate specified on the face hereof (reflecting quantity prices as though this purchase contract had gone to full completion). If, as a result of default of performance by the Seller, this contract is terminated in whole or in part and it is necessary to procure any of the specified products or services elsewhere, then Seller will be liable for any re-procurement charges which exceed the amount which would have been due the Seller if he had satisfactorily completed this contract. These remedies shall be cumulative in addition to any other or further remedies provided in law or equity.


14. Buyer may, for its convenience, terminate work under this Purchase Contract, in whole or in part, at any time by giving notice to Seller in writing. Seller will thereupon immediately stop work on the Purchase Contract or the terminated portion thereof and notify any subcontractors to do likewise; Seller shall be entitled to reimbursement for its actual costs incurred up to and including the date of termination, such costs to be determined in accordance with recognized accounting principles. Seller shall also be entitled to a reasonable profit on the work done prior to such termination at a rate not exceeding the rate used in establishing the original purchase price. The total of such claim shall not exceed the pro rata of this Purchase Contract which is cancelled.


15. Acceptance. Unless otherwise provided herein, Seller's acknowledgement of this Contract or commencement of any work, shipment of goods or performance of any services hereunder shall constitute acceptance by Seller of this Contract and all of its terms and conditions. No terms or conditions stated by Seller in acknowledging or otherwise accepting Contract shall be binding upon Buyer unless specifically accepted in writing by Buyer.


16. Governing Law. This agreement shall be governed by and interpreted in accordance with the laws of the State of Texas.


17. Payment Terms. Shall be governed by the Purchase Order. It is understood that any cash discount period will date from the receipt of the goods, or from the receipt of the invoice, whichever is later.


18. Right of Inspection. Buyer shall have the right to inspect the premises of Seller used in connection with the production of the goods purchased.