Conditions of Sale and Warranty

The following terms and conditions shall be deemed a part of every purchase order accepted by Modular Web Solutions notwithstanding any inconsistent or additional provision contained in the purchase order, unless an officer of Modular Web Solutions has agreed in writing to the inconsistent or additional provision.

DURATION OF QUOTATION:

Each quotation shall be effective thirty (30) days from its date. Any quotation is subject to change by Modular Web Solutions at any time before acceptance.

INTELLECTUAL PROPERTY

MWS standard and custom designs are considered property of Maxcess and no other ownership or intellectual property is implied by supplying equipment to 3rd party or end users. Machine component information will be supplied cross referenced to MWS or Maxcess part numbers.  Commercial cross references to components will not be supplied unless explicitly stated in the quote document.

Due to the custom nature of MWS equipment, MWS does not stock recommended spares or consumables for equipment

CHANGES TO SCOPE, SPECIFICATION, OR OTHER MATTERS:

 Any request by you to change the delivery date(s), quantities or types of Goods ordered, the Specification or the scope, nature, or time of performance of the Services and/or equipment may result in additional costs to the contracted price. MWS will notify in writing the incurred additional costs within 30 days after the request is received.

Customer is responsible to provide accurate and adequate information and instructions about this project. Any delay caused by your instructions or your failure to give us adequate or accurate information or instructions; any delay in your delivery to us of your property; or unforeseen conditions or circumstances at any site at which Services are to be performed; will result in a mutually agreed-upon price adjustment driven by time and material costs. 

PAYMENT:

The BUYER shall pay for goods according to the terms of payment quoted to the BUYER in writing. If the BUYER delays any work or shipment, payment shall be made on the purchase price and the percentage of completion as determined by Modular Web Solutions.

LATE CHARGES:

Any payment of the purchase price not paid by the BUYER within ten (10) days after the date on which said payment is due shall bear interest at the rate of 1-1/2% per month from such due date until payment.

 INSTALLATION:

Unless otherwise stated in writing, the equipment sold and described in each quotation is for installation and interconnection by the BUYER. BUYER will supply all necessary labor, material, and permits to properly install this equipment in accordance with Modular Web Solutions’ specific instructions. Modular Web Solutions will not be responsible for moving any machinery, pipe fitting, electrical work, or any other direct labor. Modular Web Solutions recommends that it or one of its authorized representatives supervise BUYER’S installation, start-up and testing of the equipment. If BUYER requests Modular Web Solutions to supervise these procedures, in addition to all other costs provided hereunder, BUYER shall promptly pay Modular Web Solutions for such services at Modular Web Solutions’ then current rates. If BUYER installs and starts up the equipment without Modular Web Solutions’ supervision, BUYER shall have the sole responsibility for all installation procedures. Compliance with any and all local, state and federal requirements is the responsibility of the BUYER.

DELAYS:

Any delivery date for the equipment acknowledged by Modular Web Solutions is a desired and not a promised date. Modular Web Solutions shall not be liable for any damage to or loss of the equipment or any delay in or failure to deliver, service, repair or replace that equipment arising from shortage of raw materials, labor disputes of any kind, fire, windstorm, flood, theft, war, embargoes, governmental acts or rulings, loss of damage or delays in carriage, acts of God, or any other circumstances beyond Modular Web Solutions’ control. Modular Web Solutions will make all reasonable efforts to meet the delivery schedule set forth in the order confirmation, but shall not be liable for failure to do so. Unless otherwise indicated on the BUYER’S order, Modular Web Solutions will ship by the most economical, expeditious and dependable means of transportation.

WARRANTY:

Modular Web Solutions will repair or replace, free of charge, F.O.B. Greenville, Wisconsin, any mechanical part of the equipment which Modular Web Solutions determines to have failed within one year of shipment because of defective design, materials, or workmanship under normal use and service. Prior to said repair of replacement, Modular Web Solutions shall have the right to examine the mechanical part of the BUYER’S plant or at Modular Web Solutions’ plant in Greenville, Wisconsin.

In the event that Modular Web Solutions Engineering or Service Staff requires access to the equipment under warranty in order to inspect, repair, or replace equipment or parts, the customer must allow access to the equipment in a timely manner when MWS staff is on site. In the event Modular Web Solutions staff are not granted access delaying the time of visit or rescheduling the visit, the purchaser of the equipment will be subject to pay for the time of the extension of service trip in part or entirely at the field service rates described in this document.

This warranty shall not apply to any machine or part repaired or altered outside Modular Web Solutions’ factory, operated or installed contrary to instructions, or subject to misuse, negligence, or accident.

(Modular Web Solutions will pass through only the warranty implied by our existing O.E.M. and vendor suppliers)

 THE WARRANTIES PRINTED ABOVE ARE THE ONLY WARRANTIES APPLICABLE TO THE GOODS. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.

 LIMITATION OF LIABILITY;

BUYER agrees that Modular Web Solutions’ liability and BUYER’S remedy for damages, whether in contract, in tort, under any warranty, in negligence, or otherwise, shall not exceed the amount of the purchase price paid. Under no circumstances shall Modular Web Solutions be liable for consequential or special damages or for costs of removal or shipment. The price stated for the goods is based upon and in consideration for limiting Modular Web Solutions liability. No action arising out of the transactions under this agreement may be brought by BUYER more than two years after the date of shipment of the equipment.

 DEFAULT:

Upon BUYER’S failure to pay or otherwise perform in accordance with this Agreement, all amounts owing to Modular Web Solutions by BUYER shall at Modular Web Solutions option and without notice become immediately due and payable. In addition to all the rights and remedies of a secured party under the Wisconsin Uniform Commercial Code and other applicable law, Modular Web Solutions may require BUYER to assemble the equipment for shipment at a place designated by Modular Web Solutions which is reasonably convenient to both parties, and/or may take immediate possession of the equipment, or render it unusable and sell, lease or otherwise dispose of it in whole or in part, at public or private sale, on or off the premises of BUYER. Upon default, BUYER shall be liable for all costs of collection and realization on the equipment collateral, including Modular Web Solutions’ attorney’s fees if placed in the hands of an attorney for collection.

 NONWAIVER:

Modular Web Solutions’ failure to enforce or declare a default with respect to any particular term or condition of this Agreement shall not be considered a waiver of Modular Web Solutions’ right to enforce or declare a default with respect to any other term or condition or, on a subsequent occasion, with respect to that particular term or condition.

 All shipments are F.O.B. Greenville, Wisconsin, and at the risk of the BUYER after delivery to carrier, unless otherwise stated.

 PRICE:

Unless otherwise explicitly stated or agreed, the Price excludes applicable sales and all other taxes, duties, tariffs and levies that may be applicable to the supply of the Goods or Services in question. To the extent that any such taxes, duties or levies are applicable to the transaction, The purchaser shall be liable to pay them in addition to the Price.

Unless otherwise specified, all prices are quoted in US Dollars.

Prices are firm for the time periods of the contract. In exceptional circumstances where Modular Web Solutions can provide evidence of significant increases to raw material costs or costs associated with government-imposed tariffs, Modular Web Solutions reserves the right to request pricing adjustments outside of the agreed prices set by this Agreement. Significant increases are defined as a total year-on-year net price (total BOM cost in excess of 10%) increase in excess of 10%  either due to: (i) increases across the range of all raw materials used in the Products (using the agreed upon index for each specific raw material as the qualifier), or (ii) increases caused by government tariffs using tariff information from the US Customs website. Current prices are based on the following raw material indexes:

Producer Price Index = https://tradingeconomics.com/united-states/producer-prices-change

Price adjustments (if applicable) will only be applied to the remaining balance of the contract amount. No price adjustment can be retroactive to payment milestones already paid by the Customer.

APPLICABLE LAWS:

The laws of the State of Wisconsin in force shall govern each transaction at the date hereof. The Courts of Wisconsin shall have exclusive jurisdiction over all controversies arising out of or in connection with each transaction.