AGREEMENT – Customer’s acceptance of MDI’s proposal or quote, or MDI’s acceptance of customer’s order, or customer’s acceptance of a shipment of products from MDI, or other conduct by customer that recognizes the existence of a contract will create an Agreement between MDI and customer. The “Agreement” will consist of MDI’s proposal or quote (if any), MDI’s current product descriptions and listed prices and these Terms and Conditions. MDI’s proposal or quote (if any) will control over any product descriptions and listed prices and over these Terms and Conditions, to the extent of any inconsistency. Acceptance of the Agreement by customer and/or MDI is expressly limited to the terms described in this paragraph and MDI expressly rejects any different or additional Terms and Conditions in any documentation submitted by customer.
PRICES – The prices for the products will be the prices set forth in MDI’s proposal or quote (if any) or otherwise will be the current MDI list prices. Customer is responsible for the cost of insurance and shipping from MDI’s plant and those costs are not included in the quoted or listed prices. Unless otherwise set forth in MDI’s proposal or quote, prices are subject to change at any time. If MDI’s proposal or quote specifies firm prices for any period of time, MDI may nevertheless increase those prices on 30 days written notice to customer.
BILLING AND PAYMENT TERMS – MDI will invoice customer on shipment of the products to customer. Unless otherwise agreed, MDI will arrange shipping and add the freight cost to each invoice as a separate line item. Payment of the invoice to credit approved customers is due 30 days from the date of the invoice (unless otherwise agreed). Late payment is subject to a time-price differential of 1.5% per month. MDI accepts Visa, MasterCard and American Express credit cards, and prepayments by check. In order to request net 30 days credit terms, customer must place a minimum order of $200 (not including shipping) and submit a credit application, which must be approved by MDI. Custom orders require a deposit as specified in MDI’s proposal or quote. Customer is responsible for any sales, use or other similar taxes assessed on this transaction. These taxes are not included in the price of the product. Customer will promptly pay MDI for any taxes that MDI pays on customer’s behalf. If customer is tax exempt in any state, customer must provide the applicable tax exemption certificate or resale certificate with its purchase order.
CREDIT/COLLECTION COSTS – MDI reserves the right to change credit terms based on the credit worthiness of customer. MDI may terminate the undelivered portion of any order in the event that customer is delinquent in its payments to MDI, or customer’s credit worthiness is unacceptable to MDI. If MDI pursues collection of any amount due from customer, customer must pay all costs of collection, including, but not limited to, collection agency and legal fees and expenses.
CHANGES, MODIFICATIONS and/or CANCELLATIONS – Customer will be subject to additional charges for any changes, modifications and/or cancellations of an order, whether written or oral, that is initiated by customer.
ARTWORK, FILM & CAMERA-READY SCREENS, & TOOLING – Full-sized finished artwork and film, camera-ready for screen printing productions, are to be provided by customer. However, if these items are provided by MDI they will be invoiced separately, along with any tooling.
LEADTIME OF PRODUCTS –In-stock products will be shipped within one to three business days of receipt of the order. Out of stock products will be shipped as soon as reasonably possible.
HANDLING CHARGES – A $7.95 per shipment handling charge will be assessed on minimum orders of $100.00 or less.
WAREHOUSING CHARGES- If an agreement on warehousing does not otherwise exist between customer and MDI, products of customer remaining in inventory for more than 90 days from the date of the order will be shipped to customer or to a facility of customer’s choice, or customer must pay warehousing fees of 2% per month of the month-end inventory balance. If inventory remains for up to six months from the date of the order, at the end of that six month time period, MDI may scrap the inventory.
DELIVERY/FREIGHT; TITLE & RISK OF LOSS – All shipments are F.O.B. MDI’s plant. MDI is not responsible for damage to the products once the products are accepted by the transportation company. Customer is responsible for the costs of transportation. Title and risk of loss passes to customer on delivery of the products by MDI to the transportation company, and any claims for loss or damage must be made by customer directly with the transportation company. MDI will not be responsible for insuring shipments unless specifically requested by customer, and any insurance requested by customer will be at customer’s expense. MDI is not responsible for delays caused by circumstances beyond its control. Customer is responsible for placing any claims with the transportation company for any damaged products.
INSPECTION – Customer must inspect all products immediately upon receipt for correct count, damage or defect. Customer must note visible damage or difference in count on the delivery receipt before accepting delivery. Any claims for errors, shortages or defects, including concealed defects, must be reported to MDI within 5 business days of receipt of the shipment. Failure to make a claim within the stated period will constitute irrevocable acceptance of the products.
WARRANTIES – a) All products are sold with the requirement that customer will determine the suitability of each product for its intended purpose. b) MDI warrants that products sold to customer will be free from defects in material and workmanship for a period of one (1) year from date of sale. This warranty is extended for light panel products which have a three (3) year warranty from the date of sale. i) Warranty claims must be delivered to MDI in writing within 30 days of discovery; but in any event, within the warranty period specified. ii) At MDI’s option, any such defective products brought to MDI’s attention within said period will be replaced; or necessary parts will be furnished and a reasonable allowance for labor, as determined by MDI, will be made; or the product will be repaired, without cost (except shipping); or the purchase price will be refunded. A repair or replacement of a product will not extend the term of the original warranty. c) MDI’s warranty will not apply if the products have been subjected to misuse, mishandling, misapplication, neglect (including, but not limited to, improper maintenance), accident, modification (including, but not limited to, use of unauthorized parts or attachments), or adjustment or repair performed by anyone other than MDI or an MDI authorized agent. d) The foregoing shall be customer’s sole remedies for breach of warranty. e) Except as provided above, MDI does not grant any warranties, expressed or implied, including any warranties of merchantability or fitness for intended use. f) Any cause of action for breach of warranty must be brought within one year of the date the alleged breach was discovered, or should have been discovered, whichever occurs first.
RETURN OF STOCK ITEMS – MDI must receive returns within 30 days of the ship date. The return must be accompanied by a written authorization number that customer may receive by calling MDI. Customer is subject to a 25% restocking charge on returns of non-defective merchandise. Customer must pay for return freight charges. Returns shipped collect will be refused. Note: MDI will not accept returns on custom items, unless defective
INTELLECTUAL PROPERTY RIGHTS – All original designs, sketches and product specifications are provided by MDI in confidence. Customer does not acquire any property rights in designs, sketches, drawings, production methods, composition of products, software, etc. that have been or may be made available to customer in connection with the purchase of products from MDI, and MDI will remain the exclusive owner of any intellectual or proprietary property rights relating to the products.
ASSIGNMENT VOID – Customer may not assign its rights or obligations under its agreement with MDI without the prior written consent of MDI.
CHOICE OF LAW/JURISDICTION – Claims and disputes between the parties will be construed in accordance with and governed by the laws of the State of Michigan without reference to the conflict of laws rules, and any action must be conducted in a State of Michigan court in Oakland County, Michigan, or in the Federal District Court for the Eastern District of Michigan, Southern Division.
NONDISCLOSURE OF CONFIDENTIAL INFORMATION – Customer agrees not to disclose confidential information revealed to it by MDI.
INDEMNIFICATION – Customer agrees to indemnify MDI for any liabilities that MDI incurs as a result of the negligence or intentional acts of customer.
FUTURE ORDERS - These Terms and Conditions govern any future orders placed by customer with MDI. However, if a future order is covered by further Terms and Conditions provided by MDI, those additional Terms and Conditions will apply to the extent of any inconsistency.
ENTIRE AGREEMENT; MODIFICATION – MDI’s proposal or quote, if any, and its attachments, and these Terms and Conditions, and any subsequent modifications or amendments signed by an authorized representative of both parties, set forth the entire agreement between MDI and customer, and supersede all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter of the Agreement. No other agreements, representations, warranties, provisions in customer purchaser orders, correspondence or other matters, whether oral or written will be binding on MDI. Acceptance by MDI and customer is expressly limited to the terms of the Agreement (regardless of whether or when customer may have submitted or may submit its own terms or other documentation). No change, amendment or modification of the Agreement will be effective unless made in writing and signed by an authorized representative of both parties.
LIMITATION ON REMEDIES – MDI will not be liable to customer for special, consequential, exemplary or punitive damages, and customer waives any right it may have to recover such damages to the full extent allowed by law.