Terms and Conditions

Mead and Hunt, Inc.
Standard Terms and Conditions of Sale

Applicability. Mead and Hunt, Inc.’s (Seller) sale of products and services is expressly conditioned upon the terms and conditions contained herein. All quotations, offers to sell, proposals, acknowledgements and acceptances of orders by Seller are subject to these Terms and Conditions of Sale, and acceptance by Purchaser is expressly limited to them. Any conflicting terms and conditions set forth in any purchase order or similar communication submitted to Seller by Purchaser are objected to and are deemed proposals for addition to the contract of sale, and do not become part of the contract of sale between Seller and Purchaser unless expressly and separately agreed to in writing by Seller. Authorization by Purchaser, whether written or oral, for Seller to supply the products and services will constitute acceptance of these Terms and Conditions of Sale.
Prices. Prices quoted by Seller are valid for the period stated in the Quotation. If no period is stated, then any proposal shall expire without notice thirty (30) days after issuance, unless terminated earlier by prior written notice. Prices stated are firm (except as noted below) provided that Purchaser provides Seller with written notification of release for immediate production and shipment of equipment and materials not later than sixty (60) days from date of written acceptance. If Seller receives such written release later than sixty (60) days from date of written acceptance, prices may be increased as a result of such delay in which case a change order shall be issued to reflect such price increase, or at Seller’s option, the order may be cancelled. Notwithstanding the foregoing, the prices may increase at any time regardless of what is stated in the Quotation or these Terms and Conditions of Sale when related to an increase in tariffs on any importation of goods from outside the United States into the United States.
Payment. Payment terms are 100% net 30 days of shipment unless otherwise expressly agreed to in writing by Seller. Amounts that remain outstanding for more than 30 days after date due shall bear interest at the rate of eighteen percent per annum. Further, Seller reserves the right to suspend or terminate performance in the event of Purchaser’s failure to pay in a timely fashion. Purchaser shall be liable to Seller for all collection expenses, including reasonable attorney's fees and court costs, incurred by Seller in attempting to collect any amounts due from Purchaser. Seller, upon request from Purchaser, shall provide appropriate and reasonable lien waivers upon receipt of payment.
Specifications. Specifications are as stated in Seller’s written quotation. No other specifications may be deemed part of the contract between Seller and Purchaser unless specifically identified as such in a writing made part of the contract and signed by the Seller. After the contract of the sale becomes effective, specification changes requested by Purchaser and agreed to by Seller may become part of the contract only by separate written agreement signed by Seller, in which event the prices quoted in connection with the original specifications will be subject to change. Seller reserves the right, without obtaining Purchaser’s approval, to make changes in the design and specifications of the products sold hereunder, or of any component part, which changes do not affect the performance of the goods sold.
Shipment. Shipments are F.O.B. Seller’s warehouse or another named shipping point in the Quotation with title and risk of loss passing to Buyer upon delivery to the carrier. Any shipment dates quoted by Seller are approximate. Purchaser shall select the mode of shipment and carrier. All shipping costs shall be borne by Purchaser. Seller shall exercise reasonable care in preparing items for shipment. Purchaser agrees to advise Seller and pay for any additional packaging and crating requirements. Purchaser shall insure the products against all risks, including damage and shipment, until final payment is made, with policies payable to Seller’s benefit as a loss payable under the policy. Purchaser shall furnish a certificate of insurance with loss payable to Seller. Purchaser shall be responsible for filing any claims with its insurer for damages to the product during shipment. Purchaser shall be liable to Seller for any storage, warehouse or demurrage charges and any extra cartage and handling charges caused by Purchaser’s failure or refusal to accept delivery of the products when tendered. If shipment is delayed at Purchaser’s request, then any payments otherwise due from Purchaser to Seller upon delivery shall immediately become due and payable, and Purchaser shall pay, prior to shipment, any costs of handling, storage and insurance of the products incurred prior to delivery of the products.
Force Majeure; Purchaser’s Rights in the Event of Delays. Project completion and equipment shipment dates are estimates only. Seller shall not be held responsible for any delay or failure in performance of any part of its obligations to Purchaser, to the extent that such delay or failure is caused by fire, flood, explosion, war, strike, embargo, government requirement, civil or military authority, act of God, or other similar causes beyond the parties’ control. Upon occurrence of any of the foregoing events, Seller may elect to delay performance or to renegotiate with Purchaser. If after any force majeure event which has delayed Seller’s performance, Seller and Purchaser are unable to agree on revised prices or terms, Seller may cancel the order. Seller shall not be liable to Purchaser for any damages purported to be due to delays in shipment, regardless of the causes of the delays. Purchaser may cancel the contract due to delays only if (a) shipment is delayed for more than 120 days by delays caused by Seller, (b) after any such 120 day delay period, Purchaser gives Seller notice in writing of Purchaser’s intent to cancel the contract unless shipment is made within 30 days of Purchaser’s written notice, (c) Seller fails to ship within 30 days after Purchaser’s written notice, and (d) Purchaser provides Seller with written notice canceling the contract in accordance with the foregoing, then Seller shall refund to Purchaser all funds paid by Purchaser for the products, and shall have no further liability of any kind to Purchaser. parties or to these Terms and Conditions of Sale shall be binding without the written consent of both parties.
Installation. Installation is by Purchaser unless specifically described in the Quotation as being within Seller’s scope of work.
Cancellation. Purchaser may only cancel the contract by giving notice in writing to Seller of the cancellation and subject to the payment of such cancellation costs as set forth in these Terms and Conditions of Sale. Purchaser may cancel the contract for delay only in accordance with the provisions stated above. If purchaser cancels the contract for any reason other than delay in shipment, then Seller shall retain all payments made by Purchaser prior to the cancellation, regardless of Seller’s costs prior to the cancellation. If Seller’s costs at the time of cancellation, plus 15 percent of the costs, collectively exceed the amount of any payments made by Purchaser prior to the cancellation, then Purchaser shall be liable to Seller for such increment in excess of the amount of Purchaser’s payments. Products may be returned only with permission of Seller and may be subject to discount in Seller’s discretion.
Warranty. The products sold are pursuant to the manufacturer’s warranty and are not separately warrantied by Seller but by only such warranties as are given by the manufacturers to Seller. To qualify for warranty consideration at the earlier of Purchaser’s discovery of the defect or the time at which the Purchaser should have discovered the defect, Buyer must immediately notify Seller and must promptly thereafter return to Seller (freight prepaid) all defect parts. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHICH ARE HEREBY DISCLAIMED. THE OBLIGATION OF SELLER UNDER THE EXPRESS WARRANTY SHALL NOT INCLUDE LIABILITY FOR LOSS OF USE, LOSS OF PROFITS OR ANY OTHER DIRECT OR INDIRECT INCIDENTIAL OR CONSEQUENTIAL DAMAGES CAUSED BY THE FAILURE OF ITS PRODUCT OR ANY DEFECT IN THAT PRODUCT OR DELAY IN REMEDYING THE SAME.
Partial Invalidity. If any provision or portion of a provision of these Terms and Conditions of Sale is determined to be invalid under any applicable law, it shall be deemed omitted, and the remaining provisions and partial provisions hereof shall continue in full force and effect.
Governing Law and Venue for Legal Actions. The contract between Seller and Purchaser, including these Terms and Conditions of Sale, shall be interpreted and construed in accordance with the laws of the State of Wisconsin. The exclusive jurisdiction for any legal proceedings involving the contract between Seller and Purchaser, including these Terms and Conditions of Sale, shall be the State or Federal Courts of Wisconsin. Purchaser expressly consents to the jurisdiction and venue of such court.
Changes. No changes of the contract between the parties or to these Terms and Conditions of Sale shall be binding without the written consent of both parties.
LIMITATION ON DAMAGES. SELLER SHALL NOT BE LIABILE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND. THIS LIMITATION ON DAMAGES IS INTENDED TO HAVE THE BROADEST POSSIBLE APPLICATION AND IS INTENDED TO APPLY TO ALL DISPUTES BETWEEN PURCHASER AND SELLER THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE CONTRACT BETWEEN THE PARTIES AND/OR THE PRODUCTS TO BE SUPPLIED TO PURCHASER BY SELLER, REGARDLESS OF WHETHER OR NOT THE PRODUCTS ARE ACTUALLY MANUFACTURED AND/OR SHIPPED TO THE PURCHASER. EXCEPT AS OTHERWISE PROVIDED HEREIN, PURCHASER’S EXCLUSIVE REMEDY FOR ALL CLAIMS ARISING OUT OF THE CONTRACT OF SALE SHALL BE THE RIGHT TO REPAIR OR REPLACEMENT OF NONCONFORMING PRODUCTS, OR AT SELLER’S OPTION, REPAYMENT OF THE PURCHASE PRICE. SELLER’S LIABILITY TO PURCHASER FOR DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES ARE DISCLAIMED HEREIN, SHALL IN NO EVENT EXCEED THE CONTRACT PRICE.
Assignment. This agreement benefits Seller, its successors and assigns. Seller may assign its rights under the contract, and the assignee and any subsequent assignee shall have all the rights and remedies of Seller under the contract of sale. Neither the contract of sale nor the obligations thereunder may be assigned or transferred by Purchaser unless separately agreed to by Seller, in writing. Any purported assignment by Purchaser in violation of this provision shall be void as against Seller.
Security Interest. Seller reserves a purchase money security interest in all products delivered until Seller receives the full purchase price. Purchaser agrees to execute any documents at Seller’s request with respect to creation and perfection of a security interest in the products sold.
Copying. Purchaser agrees not to make drawings of the products or any portions thereof, or permit others to do so, and will not duplicate or conspire in the duplication of the products.
Software. The products purchased include all hardware, software, and services set out in the contract documents. Software for the equipment is licensed, not sold, to Purchaser. Seller hereby grants and Purchaser accepts a license to use the software in connection with other equipment and for the purposes set out in the contract documents. Purchaser shall not copy, download, disassemble, decompile, or modify software in any fashion.