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Mechanical Products Southwest (MPSW)
Terms and Conditions
Sale of Parts, Devices and Services
Company: The Company as used herein shall mean Mechanical Products Southwest,
Inc., or one of its subsidiaries or affiliates as elsewhere stated herein (“MPSW” or
“Company”).
Price Policy: Prices of the goods may be increased depending on the date of
release and/or shipment of the order, announced increases in the Company’s list prices, or
increases in labor and material cost. Quotes are valid for a maximum period of 30 days unless
otherwise noted.
Terms of Payment: Terms of payment are subject at all times to prior approval
of the Company’s credit department. Terms of payment are net 30 days of the date of invoice
unless previously otherwise agreed in writing. If at any time the financial condition of the
Purchaser or other circumstance affecting the credit decision, in the Company’s opinion, does
not justify continuance of production or providing of products, or shipment of products on the
terms of payment specified, the Company may require full or partial payment in advance, or may
at its sole discretion stop or delay production or shipment of products. In the event of
default in payment, Purchaser agrees to pay all costs of collection incurred by Company
including but not limited to collection agency fees, attorney fees and court costs. All past
due amounts shall bear interest at the highest rate allowed by law. MPSW retains all rights to
enforce lien and/or claim opportunities in accordance with respective state and federal laws to
protect MPSW interests.
Shipping terms and dates: All shipments will be made F.O.B. factory or MPSW
warehouse with freight as quoted. Shipment dates are only estimates. No contract has been made
to ship in a specified time unless in writing, and signed by an officer of the Company.
Claims: The responsibility of the Company for all shipments ceases upon
delivery of goods in good order to the carrier. Since all goods are shipped at Purchaser’s
risk, any claims for damage or shortage in transit must be filed by Purchaser against the
carrier. Claims for factory shortages will not be considered unless made in writing to the
Company within ten (10) days after receipt of the goods and accompanied by reference to the
Company’s bill of lading and factory order numbers.
future taxes applicable to the product shall be added to the price contained herein and paid by
the Purchaser in the same manner and with the same effects as if originally added thereto. If
Customer is exempt in accordance with law, Customer shall provide MPSW with acceptable tax
exemption certificates.
Cancellations: Accepted orders are not subject to cancellation without the
Company being reimbursed for any and all expenses, and being indemnified by Purchaser against
any and all loss.
Returned Goods: Goods may not be returned except by permission of an
authorized Company official, and when so returned will be subject to handling and
transportation charges. Authorized return goods must be shipped prepaid to the location
designated by the authorization. An MPSW “Return Goods Authorization” must be fully completed
and authorized by MPSW for all returned goods.
Terms of Sale: Sale of goods covered hereby to Purchaser is made solely on the
terms and conditions set forth herein, notwithstanding any additional or conflicting terms and
conditions that may be contained in any purchase order or other form of purchase, all of which
additional or conflicting terms and conditions are hereby rejected by the Company unless agreed
upon in writing by an officer of the Company. No waiver, alteration or modifications of the
foregoing terms and conditions shall be valid unless made in writing and signed by an
authorized official of MPSW. In particular and without limiting the foregoing, and
notwithstanding anything to the contrary in Purchaser’s purchase order or any other documents,
the Company does not accept any order subject to project design and specifications. Purchaser
agrees to accept full and sole responsibility to determine whether the product ordered by
Purchaser meets the design and specifications requirements of any project.
Asbestos and Hazardous Materials: MPSW services expressly exclude any
indemnification, abatement, cleanup, control, disposal, removal or other work connected with
asbestos or other hazardous materials (“Hazardous Materials”). Should MPSW become aware of or
suspect the presence of Hazardous Materials, MPSW may immediately stop work in the affected
area and shall notify Customer. Customer will be responsible for taking any and all action
necessary to correct the condition in accordance with all applicable laws and regulations.
Customer shall be exclusively responsible for any claims, liability, fees and penalties, and
the payment thereof, arising out of or relating to any Hazardous Materials on or about the
premises, not brought onto the premises by MPSW. MPSW shall be required to resume performance
of the services only when the affected area has been rendered harmless.
Indemnity: MPSW shall not in any event be liable to the customer or to third
parties for any incidental, consequential, indirect or special damages, including but not
limited to loss of property or equipment use or efficiencies or loss of profits or revenue
arising from any cause whatsoever including, but not limited to any delay, act, error or
omission of MPSW. In no event will MPSW liability for direct or compensatory damages exceed the
payment received by MPSW from customer for the specific product/part from this specific sales
order under this agreement.
Governing Law: This agreement is governed and construed in accordance with the
laws of the state where the project is located.
