MHI Inc. USAORDER PROCESSING: Order processing will start on the first available business day, whenever possible. MHI Store orders are acknowledged and processed from 8 am to 5 pm Eastern Standard Time. Any orders placed will be promptly attended to on working. Orders may be placed (saved) 24 hours a day, 7 days a week, and on any day, including weekends and holidays. Shipment dates are only approximate and depend on the type of product and inventory; they can vary from a few days to a few weeks. If it is going to take longer than that, we will advise you.
MHI Store TERMS AND CONDITIONS OF SALE APPLY. Shipping conditions may vary from those selected for a variety of reasons, including weather, availability, and inadequate initial estimate/charge. Any price increase in shipping amounts shown and paid during the order process is to the buyer’s account. MHI reserves the right to ship in the best mode that it considers appropriate, regardless of the chosen method during the order. Sometimes, the options selected with an item may not have been captured in the shipping amount during checkout. This will be corrected during shipping by either choosing a different shipping method by MHI and/or charging for the increase in cost. Shipping conditions may vary from those selected for a variety of reasons, including weather, availability, and inadequate initial estimate/charge.
MHI TERMS AND CONDITIONS OF SALE
ACCEPTANCE:
Any purchase order placed with Micropyretics Heaters International, Inc. herein referred to as MHI, shall not be binding upon MHI until accepted in writing by an authorized employee of MHI. Upon acceptance by MHI, each purchase order will be subject to and be deemed to include these Terms and Conditions of Sale in addition to any other terms & conditions stated on the MHI quotation, proforma invoice and/or MHI invoice. Failure by MHI to object to provisions contained in any purchase order or in any related communication from the Buyer shall not be construed as a waiver of MHI’s Terms and Conditions of Sale nor an acceptance of such provisions from the Buyer.
BREAKAGE OR DAMAGE:
According to the Contract Terms and Conditions of the Carrier, the responsibility of MHI ends at the Time and Place of Shipment at the MHI dock. The Carrier then assumes full responsibility of the Shipment. Buyer is to inspect shipment upon receipt in the presence of your local agent/carrier and notify them of any damage and/or insurance claim information immediately. Hold damaged goods with original container and packing for inspection by appropriate authorities. After the proper authorities have examined and informed you of filing a claims procedure, please contact MHI. A certified copy of our invoice will be available upon request. If the shipment was prepaid, write for receipted transportation bill. Advise MHI regarding your wish for replacement. In any event it is the responsibility of the Buyer to ensure prompt payment per invoice terms.
CANCELLATION:
All orders placed on MHI are non-cancelable unless otherwise agreed to, prior to placement of order. In such cases where prior agreement exists, only upon written notice to MHI, the cancellation charges shall be at least 30% of the purchase price of the goods covered (50% for custom furnaces) by the cancelled order(s). In the case of cancelled orders for custom products where processing has started, MHI shall charge the full invoice price for the product whether or not the completed product is delivered. Such payment is due immediately upon receipt of the invoice. No changes to the order are possible once placed unless accepted in writing by MHI.
BUYER’S TERMS:
Buyers often provide terms and conditions of purchase beyond the agreed to price, payment terms and delivery dates. These are automatically refused and all provisions not in conformity with MHI Terms & Conditions of Sale (this document) are automatically objected to. No insurance or other MHI company and/or technical papers will be provided to the Buyer or their representatives unless specifically agreed to in writing by MHI or explicitly stated in the quotation. The acceptance of MHI Terms & Conditions of Sale supersedes all other conditions imposed by the Buyer, unless specifically accepted by MHI in Buyer’s Purchase Order. No action by MHI or any of its employees shall be construed as acceptance of Buyer’s terms beyond price, payment terms, MHI’s terms and conditions of sale and the agreed to approximate delivery date (see below). Buyer may not withhold any taxes not disclosed to MHI and accepted by MHI in writing in the Buyers written Purchase Order. MHI product sales, unless mutually agreed to in writing and specifically accepted by MHI, are not guaranteed for any Buyer process. Process-based acceptance tests may not be used by Buyer for acceptance or rejection of a product. Any Buyer terms which specify any process-based acceptance tests are automatically declined.
CREDIT TERMS:
All new accounts (including credit card purchases) must be approved by MHI Accounting Department. New Buyer Accounts (include accounts with no activity for 18 months) require prepayment. Please refer to the quote for all other orders. All Sole Source, Element, Custom and online store orders require prepayment to begin production. All Items with discount pricing require Prepayment.
MHI may extend credit to Buyers in good standing. MHI reserves the right to make the final decision regarding the extension of credit. All non-USA orders require prepayment. Title and ownership of goods delivered/manufactured will remain with MHI unless payment is made in full. Any collection charges incurred are a responsibility of the Buyer.
DELIVERY TIMES:
Shipping dates are approximate. MHI will make the best effort to ship by the agreed to date. MHI shall not be liable for delay in delivery or failure to manufacture due to causes beyond its reasonable control, nor shall MHI be required to allocate production and deliveries between Buyers in this event. MHI reserves the right to make partial shipments unless other instructions are given.
OWNERSHIP:
Title to the equipment supplied to Buyer hereunder will pass to Buyer upon payment.
All drawings, specifications, dies, and tools required to produce articles quoted shall remain the property of MHI. Preparation charges, setup charges, tooling charges, or charges for dies and tools represent only a portion of the cost, and payment of any such charges does not give the Buyer any right, title or interest in such dies, tools, drawings, concepts, or other work product.
EXPORT CONTROL LAWS:
MHI is not responsible or makes no warranty that the sale or use is in compliance with US Export Control Laws if any item is re-sold or used outside USA. This is the responsibility of reseller/exporter and/or shipper.
INSURANCE:
MHI’s policy is not to insure all outgoing shipments unless otherwise instructed in writing. It is the Buyer’s responsibility to ensure that adequate insurance has been chosen and paid for, regardless of whether MHI, a third party or the Buyer does the insuring.
PATENTS:
Buyer shall hold MHI harmless against any expense or loss for infringement of patents, or trademarks arising from compliance with Buyer’s designs, specifications, or instructions in the manufacture of the products. MHI shall not be liable for any use made by Buyer, of the product furnished to the Buyer, which is covered by an adversely held patent.
RETURNS:
Goods sold, unless otherwise approved, cannot be returned. MHI is not responsible for incorrect information provided by Buyer. Heating element sales are final, and no return/refund is possible. A Return Merchandize Authorization (RMA) must be requested before a product is sent back for evaluation or returned. An RMA may be requested only after payment in full has been made. The issuance of an RMA does not imply that MHI is accepting a permanent return or that a refund will be made. Furnaces and other heating devices which are accepted for restocking and received in satisfactory condition are subject to a minimum 30% restocking charge plus the full price of heating elements and other consumables. If returns are allowed, all returns must be made in original or comparable adequate packaging and be received at MHI in good condition.
DUTIES & TAXES:
All MHI shipments are FOB, MHI docks. All duties and taxes are the responsibility of the Buyer.
TAXES:
MHI prices do not include sales, use, excise, duties, or similar taxes. Thus, in addition to the price specified herein, any present or future sales, use, excise, or similar taxes applicable to the products sold hereunder shall be added to the price and paid by the Buyer. The foregoing shall not apply to any taxes upon presentation of valid tax exemption certificates.
WARRANTY & LIMITATION OF LIABILITY:
MHI warrants that for a period of one (1) year, from the date of shipment, the equipment and components manufactured by MHI will remain free from defects in material and workmanship under conditions of normal usage and with appropriate maintenance. Heating elements, panels and consumables are not under any warranty. MHI’s liability under any warranty shall not exceed the cost of correcting any defects in or replacement of the products delivered. In no event shall the liability of MHI exceed the price of the product. The Buyer assumes all risk and liability for the results obtained using any MHI product in combination with other articles or materials or in the practice of any process. MHI is in no way responsible for failure or damage resulting from designs and specification provided and/or accepted by the Buyer for any order, including all custom orders. Use of MHI hot temperature products either directly or indirectly, constitutes the Buyer’s acceptance of the potential hazards involved in such use including related high currents and hot temperatures. Buyer certifies that he/she/it is fully insured in every respect for use/rent/lease of MHI products. If requested by MHI, Buyer agrees to submit a copy of the insurance which at the minimum must be at least for US$1 Million liability coverage. MHI CUMULATIVE LIABILITY ARISING OUT OF OR IN ANY MANNER RELATED TO THIS CONTRACT SHALL NOT EXCEED IN THE AGGREGATE THE CONTRACT PRICE, AND BUYER HEREBY RELEASES MHI FROM ANY EXCESS LIABILITY; AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, MHI SHALL NOT BE RESPONSIBLE OR HELD LIABLE FOR PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR LIABILITY FOR LOSS OF USE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF PROFIT OR REVENUE, LOSS OF PRODUCT OR OUTPUT, OR BUSINESS INTERRUPTION. THE LIMITATIONS SET FORTH HEREIN SHALL APPLY HOWEVER THEY ARISE, WHETHER IN CONTRACT, TORT, STATUTE, EQUITY OR OTHER THEORY OF LAW (INCLUDING, BUT NOT LIMITED TO, THE BREACH OF ANY LEGAL DUTY OR THE FAULT, NEGLIGENCE OR STRICT LIABILITY OF EITHER PARTY). FURTHERMORE, THERE IS SPECIFICALLY EXCLUDED ANY IMPLIED WARRRANTY FOR FITNESS OF PURPOSE.
FORCE MAJEURE AND EXCUSABLE DELAY AND COSTS:
MHI shall not be liable for any damages or costs of any kind for delayed or non-performance if such delayed or non-performance is due directly or indirectly to:
(a) Customer, including omissions or failure to act on the part of Customer or its agents or employees;
(b) An Event of Force Majeure, defined herein as including acts of God, acts of public enemies, fires, floods or unusually severe weather conditions, strikes, lockouts, disputes with workmen or other hostilities, embargoes, wars, riots or civil disturbances, epidemics or quarantine restrictions, delays or shortages of transportation, governmental action including the government’s denial or failure to grant an export license or other needed government authorization, new tariffs and taxes;
(c) Causes beyond the MHI’s reasonable control, including severe accidents at MHI’s plant, unforeseen production or engineering delays or inability of MHI or its vendors to secure adequate materials, manufacturing facilities, or labor, or any other acts and causes not within its control, which by the exercise of due diligence and reasonable effort, MHI would not have been able to foresee, avoid or overcome.
(d) MHI shall notify Buyer of any delayed or non-performance due to an excusable delay or Event of Force Majeure as soon as practicable. If either such event should occur, MHI’s period of performance shall be extended for a period of time equal to the duration of either such event and the additional costs will be added to the Buyer amount due to the MHI for the supply. If the excusable delay or Event of Force Majeure extends more than six months, MHI and Buyer may mutually agree to terminate the Purchase Order or any portion thereof impacted by the excusable delay or Event of Force Majeure, and Buyer shall promptly pay MHI for any delivered Products or services performed, any works in process, any termination costs, including vendor settlement expenses, and a reasonable profit on the terminated Purchase Order or portion thereof that MHI and Buyer agreed to terminate. Buyer can pay MHI additional agreed amounts for unknown or unplanned tariffs or other Force Majeure-related costs instead of the Buyer canceling the order.
FURTHER LIMITATION OF LIABILITY:
(a) MHI assumes no liability, consequential or otherwise, for, and the Buyer agrees to hold MHI harmless against, infringement of patent claims covering completed equipment or any assembly, circuit, combination, method, or process in which any such Products may be used and any trademark infringements involving any marking or branding not applied by MHI, or involving any marking or branding applied at the request of the Buyer.
(b) In addition, MHI assumes no liability, consequential or otherwise, for and Buyer agrees to indemnify and hold MHI harmless against, any claims resulting from the production of articles or materials to specifications supplied to MHI by Buyer, or from the production of articles or materials designed by MHI to meet the requirements of Buyer, or arising out of the use of any equipment, materials, parts, or machinery furnished by Buyer in producing articles, materials, parts, or equipment to such specifications. No costs or expenses under this paragraph shall in any event be incurred for the account of MHI without its prior written consent.
(c) MHI’s sale of Products does not convey any license, expressly or by implication, estoppel, or otherwise, under any patent claim with respect to which MHI can grant licenses covering completed equipment, or any assembly, circuit, combination, method, or process in which any such Products are used as components (notwithstanding the fact that such Products may have been designed for use in, or may only be useful in, such patented equipment, assembly, circuit, combination, method, or process, and that such Products may have been purchased and sold for such use).
(d) MHI’s sale of Products does not convey any trademark license, express or by implication, estoppel, or otherwise. MHI may, from time to time, permit a distributor to use MHI’s trademarks in promotions and advertising of Products that a distributor has purchased from MHI. Such permission is only for the purpose of promoting the resale of MHI’s Products and shall not be construed as a trademark license.
(e) Wherever Buyer has indicated a critical requirement, it must be so acknowledged and agreed explicitly in writing by MHI for that requirement to be a part of the purchase order. Custom and/or prototype and/or development products are experimental in nature and may perform differently than intended in which case MHI intends to collaborate with Buyer for necessary modifications, if at all feasible. The purchase is of a “as is, where is” nature.
JURISDICTION:
The sole jurisdiction for any legal matters shall be the Federal or State courts in Hamilton County, Ohio. The governing law shall be that of the State of Ohio.
INSPECTION & DELIVERY SCHEDULE:
Within the quoted period of manufacture from receipt and acceptance of technically and commercially clear purchase order confirming fully to our proposal and other written correspondences, the equipment may be made available for cold inspection at our manufacturing facility at Cincinnati, Ohio or another site determined solely by MHI. Alternatively, pictures of the equipment can be e-mailed to the Buyer prior to shipment. A charge for inspection may apply. If hot inspection is required and agreed to by MHI, a charge will apply. Hot inspections also will require Buyer to sign off that the elements seen and used during the hot inspection may be more brittle during shipping and subsequent installation because of the hot inspection. Where applicable, hot inspection may require Buyer to purchase an extra set of elements or an extra device with the original order.
COMPLIANCE & INSPECTION:
Unless specified otherwise in this contract, MHI has not made any attempt to comply with local codes in the area where the item is to be used. This contract will be subject to revision in the event the specification of the equipment or components must be revised to comply with applicable national, state, or local laws, codes or ordinances or project specifications. Supplementary charges may apply to cover the additional work necessary to ensure such compliance. Any costs associated with inspections performed by Buyer or agents or representatives of the Buyer, regardless of results, shall be at the expense of the Buyer.
In the case of advance payment not accompanying the order, the receipt of full payment will redetermine the inspection date. In case of multiple payments, if subsequent payments are delayed, the inspection and delivery schedule will be revised, and such revised date provided to Buyer. In the event payments are delayed, MHI has the full right to request complete payment prior to supply of item(s) even if an advance payment has been paid. Inspection and delivery schedules may change due to factors beyond our control.
INSTALLATION:
Only where applicable and agreed in writing, with payment for the process, is installation applicable to any order. Installation will commence after complete receipt of all products, inspection, and supply payments. It is the Buyer’s responsibility to ensure the equipment and its components are fully insured during transport from our works, during unloading, unpacking, storage, internal movements, erection, commissioning, and trials at Buyer’s site. Installation, by MHI staff, is not possible on items which have received shipment damage. It is the Buyer’s responsibility to acquire non-damaged parts prior to installation.
PHOTOS/ SKETCHES/ SCAN IMAGES/ ETC.:
Any sketches, catalogs, drawings, photos, scanned images etc. submitted with the proposal are purely for conceptual purpose & cannot be held binding for execution.
SOFTWARE:
MHI grants the Buyer a nonexclusive, nontransferable, revocable license to use a copy of any software program embedded in the Product, in object code only, for use as part of the Product (“License”). Notwithstanding the foregoing, this License is subject to the following prohibitions: (a) Buyer shall not attempt to decompile, reverse engineer, or disassemble the object code, or in any other way convert the object code into a human-readable form; (b) Buyer shall not manufacture, sell, deliver or in any way provide any products containing the object code; (c) Buyer shall not use the object code to create derivative or competing products of any kind; or (d) Buyer shall not transfer the object code to a third party for any reason without prior written consent of MHI, which may be withheld at MHI’s sole and reasonable discretion, and only then subject to Buyer executing a sub-license agreement with the same terms and conditions herein and providing Buyer the sub-license agreement executed by the transferee. Any transfer must be in full compliance with U.S. Export Laws and may require additional export licenses or other authorizations to be obtained by Buyer and/or MHI. Other than the License, MHI is not granting any other rights to its intellectual property, patents, trademarks, software, or proprietary data, other than the right of Buyer to use the Product for its intended purposes. MHI’s vendors are direct and intended beneficiaries of this License and may enforce it directly against Buyer.
SPECIFICATIONS CHANGE:
In case any specifications are changed, or our scope of work is augmented, after issue of a purchase order, additional costs and time will be applicable. Often Buyers request changes during the cold or hot full inspection process. These changes may or may not be possible at such a late stage of manufacturing, and if they are possible, MHI will make such changes after a charge is quoted to the buyer and the Buyer has paid the original and any additional charges in full.
AMENDMENT OF TERMS:
The preceding Terms and Conditions of Sale are subject to withdrawal or change by MHI at any time by amendment or issuance of updated terms and conditions. Until modified or withdrawn, these terms and conditions herein will govern all sales from MHI to Buyer, unless an authorized representative of MHI specifically changes such terms in writing.
NOTICE:
MHI, Inc. attempts to verify that expanded data and information and the use of products for some of our products are made available only to professional users. When Buyer makes a request to MHI for information or purchase, Buyer verifies it is a professional user, defined as a person or organization involved in the thermal, electrical, industrial, pharmaceutical, medical device, research, laboratory or other life-sciences or healthcare-related industrial settings or equivalent.
If any terms above are held invalid by a competent court of jurisdiction, all other terms shall continue to apply. These terms shall be in force and effect for all orders placed with MHI, and in addition may include any additional terms which appear on the quotation, proforma invoice, and/or the purchase order acknowledgement.
(Current as of: 20 December 2024)
