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Terms and Conditions

Standard Terms and Conditions of Sale

Unless otherwise specified, all goods ordered from this Website are subject to MPT's Standard Terms and Conditions of Sale, as follows:

1. Order Confirmation. All orders will be confirmed with a written (fax or email) Order Confirmation.

 

2.   Purchase Price, Sales Tax and Delivery Costs. The purchase price for the goods shall be that amount set forth on the Order Confirmation. Sales tax will be added to the purchase price by MPT and will be paid by Purchaser unless Purchaser provides MPT with a tax-exemption certificate. Delivery costs will be Purchaser's responsibility unless otherwise indicated on the Order Confirmation.

 

3.  Minimum purchase. Minimum Order is $50 ($100 for Credit Card).                                                                                            

 

4.   Terms and Method of Payment. Payment shall be made in US Dollars upon order placement, except where MPT has extended credit to Purchaser. Corporate checks, credit cards and cash are acceptable methods of payment. Where MPT has extended credit to Purchaser, terms of payment shall be net thirty (30) days from the date of invoice. The amount of credit or terms of payment may be changed or credit withdrawn by MPT at any time. If the goods are delivered in installments, Purchaser shall pay for each installment in accordance with the terms of payment hereof. When Purchaser fails to make each payment when it is due, MPT reserves the right to withdraw credit and thereby suspend or cancel performance under any outstanding Order Confirmation in which MPT has extended credit to Purchaser. If, in MPT's judgment, Purchaser's financial condition does not justify the terms of payment specified herein, MPT may cancel any outstanding orders unless Purchaser shall immediately pay for all goods which have been delivered and pay in advance for all goods yet to be delivered. Late payments bear interest at the lower of 1.5% per month or the highest rate permitted by law. To secure payment for goods delivered on credit, MPT may require Purchaser to grant MPT a security interest in the goods. Purchaser agrees to execute financing statements and other documents necessary to perfect a security interest for the benefit of MPT.

 

5.   Delivery and Risk of Loss. This transaction shall constitute a sale FOB selling point unless otherwise indicated. Title and liability for loss or damages shall pass to Purchaser upon MPT's tender of delivery of the goods to a carrier for shipment to Purchaser and any subsequent loss or damage shall not relieve Purchaser from any obligation. Delivery dates are estimates and MPT shall not be liable for any loss or expense (consequential or otherwise) incurred by Purchaser if MPT fails to meet any estimated delivery dates. One hundred dollars ($100) of shipping insurance is included in all sales. Additional insurance is available at Purchaser's cost.

 

6.   Order Cancellation. Orders may not be cancelled; provided, however, that under special circumstances MPT may grant a request by Purchaser to cancel an order for goods which are not a special order and have not already shipped. Such cancellation may be accompanied by a restocking charge of twenty percent (20%) of the purchase price plus any applicable cancellation fee.

 

7. Representations and Warranties of MPT. MPT represents and warrants to Purchaser as follows:
7.1   Right to Transfer. MPT has the full right to sell and transfer the goods.
7.2 Pass Through of Manufacturer's Warranties. To the extent permitted by MPT's contract with its supplier, MPT shall assign to Purchaser any rights MPT may have under any manufacturer warranty. All claims made by Purchaser under manufacturer warranties will be handled through MPT.
7.3 DISCLAIMER OF WARRANTY. EXCEPT AS MAY OTHERWISE BE PROVIDED UNDER SECTION 7.2, THE GOODS ARE SOLD AS IS. MPT DOES NOT MAKE ANY WARRANTY WITH RESPECT TO THE GOODS, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SAID WARRANTIES BEING EXPRESSLY DISCLAIMED.
7.4 LIMITATION OF MPT LIABILITY. IN NO EVENT SHALL MPT BE LIABLE TO PURCHASER FOR LOSS OF ANTICIPATED PROFITS OR FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER MPT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MPT'S LIABILITY FOR A CLAIM OF ANY KIND OR FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THIS AGREEMENT, OR FROM ANY PERFORMANCE OR BREACH, SHALL IN NO CASE EXCEED THE AGGREGATE PURCHASE PRICE PAID BY PURCHASER FOR THE GOODS WHICH ARE THE SUBJECT OF THE CLAIM.
7.5 Force Majeure. MPT shall not be liable to Purchaser for any failure or delay caused by events beyond MPT's control, including, without limitation, sabotage, failures or delays in transportation, power or communication, failures or substitutions of goods, labor disputes, accidents, shortages of labor, fuel, raw materials, or goods, or technical failures.

 

8.  Representations and Warranties of Purchaser. Purchaser represents and warrants to MPT as follows:
8.1   Purchaser is a corporation duly organized and validly existing and in good standing under the laws of the state in which it has been incorporated and has the requisite authority to enter into the transaction contemplated by these Standard Terms and Conditions of Sale.
8.2   Acceptance of Terms. Purchaser has read and understood MPT's Standard Terms and Conditions of Sale. By making a purchase, Purchaser evidences that it has accepted all terms and conditions contained herein.

 

9. General Provisions.                                                                 
9.1   Notices. All notices shall be in writing to the addresses listed on the Order Confirmation and delivered in person or by mail, registered or certified, postage prepaid with return receipt requested. Each party shall notify the other promptly of any change in address. Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of two days after mailing.
9.2 Entire Agreement of the Parties. These Standard Terms and Conditions of Sale together with all Order Confirmations constitute the entire understanding between the parties with respect to the subject matter herein and supersede any prior discussions, negotiations, agreements and understandings.
9.3 Severability. Whenever possible, each provision of these Standard Terms and Conditions of Sale shall be interpreted in such a way as to be effective and valid under applicable law. If a provision is prohibited by or invalid under applicable law, it shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of these Standard Terms and Conditions of Sale.
9.4 Governing Law. These Standard Terms and Conditions of Sale shall be governed and controlled in all respects by the laws of the State of Michigan, including interpretation, enforceability, validity and construction, but excluding its conflict of law principles.
9.5 Amendments. These Standard Terms and Conditions may be changed by MPT at any time, with or without notice. The Standard Terms and Conditions posted on MPT's website at the time that an order is placed, shall govern that order.
9.6 Waiver. MPT's failure to exercise a right or remedy or MPT's acceptance of a partial or delinquent payment will not operate as a waiver of any of MPT's rights or Purchaser's obligations under these Standard Terms and Conditions of Sale and will not constitute a waiver of MPT's right to declare an immediate or a subsequent default.
9.7  Third Party Beneficiaries. These Standard Terms and Conditions of Sale shall not confer any rights or remedies upon any third-party, other than MPT and Purchaser and their respective successors and assigns.
9.8 Successors. These Standard Terms and Conditions of Sale shall inure to the benefit of, and be binding upon, Purchaser and MPT, and their respective successors and assigns.

 

Michigan Pneumatic Tool ®is the exclusive U.S. importer of NPK® tools.

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