General Terms and Conditions: Maggiora Bros. Drilling, Inc. (MBI) services, sales, descriptions, quotations, offers, acknowledgments and acceptances are subject to and shall be governed exclusively by the terms and conditions stated herein (Agreement). The Customers acceptance of any offer to sell is limited to the terms and conditions in the Agreement. Any terms or conditions in addition to, or inconsistent with those stated in the agreement shall not become part of the agreement between the Customer and MBI unless expressly accepted in writing by MBI. MBI’s acceptance of any offer to purchase by the Customer is expressly conditioned upon the Customer’s assent to all the terms and conditions in this Agreement. Acceptance of MBI’s products shall in all events constitute such assent. All prices are F.O.B. MBI’s CA plant or drop ship location when applicable. Prices are subject to change without notice.
Fees: In consideration of Services to be performed by MBI, unless otherwise agreed to in advance, Customer shall pay Vendor on a time and materials basis at MBI’s then-current rates for work.
Payment Terms: MBI may require a credit analysis prior to shipping on an open account basis. Credit approval and non-delinquent account status are required before shipping on open account basis. Delinquent accounts are subject to a 1.5% per month service charge on any unpaid balance. Many other payment terms including COD, Company Check and most major Credit Cards are available.
Documents: MBI reserves the right to correct clerical or technical errors in documents. Unless provided otherwise in the Agreement, all descriptions, pictures, drawings, performance data, weights, dimensions and all other specifications are approximations and MBI reserves the right to alter or amend them at any time.
Advice: All recommendations, assistance or advice in connection with MBI is provided to the Customer at the Customers’s sole risk. MBI shall not be liable for any loss, damage or claim arising therefrom.
Order Acceptance/Shipping/Delivery: MBI will confirm orders by email, messaging, fax or phone. It is the customer’s responsibility to promptly respond if confirmation is not received or if any corrections are required. MBI reserves the right to accept or reject any order. Minimum order accepted is $100.00, not including freight or taxes. Preferred shipping method should be specified on customer’s purchase order, otherwise MBI will ship by “best” method. Stock items are typically shipped within one working day. Non-stock, productions items, larger and special orders will require additional lead time. In lieu of specific written instructions on the P.O., MBI will ship substantial portions of an order and back order the balance. Customer will be responsible for all freight charges, including back orders, related to any order.
Waiver of Right to Cancel: In case expedited or urgent service is requested, Customer acknowledges to waive the right to cancel work within three or seven business days, whichever applies.
Freight: All goods shall be deemed delivered and consigned to Customer at the time they are received by the carrier. MBI is not responsible for damage, shortage or loss incurred during transit. Upon arrival and prior to acceptance, receiver must thoroughly inspect all shipments for any discrepancies, damage or shortage. MBI will cooperate and assist, but consignee is responsible for filing and handling claims with the freight carrier.
Customers’ Property: Any designs, tools, drawings, materials, confidential information or equipment furnished by the Customer may be considered obsolete and may be destroyed by MBI after two consecutive years have passed without the Customer placing a service call or an order for the items which are manufactured using such property. MBI shall not be responsible for any loss or damage to such property while in MBI’s possession.
Installation and Hardware Charges: If MBI procures and/or installs hardware, software, or other equipment in connection with provided services, the applicable installation charges and charges for purchase or license shall be indicated on MBI’s service order. Installation charges are nonrefundable. Unless otherwise specifically agreed, equipment and supplies procured for MBI’s own use in providing applicable services shall be the property of MBI, and related charges are nonrefundable.
Returned Merchandise and Errors: MBI will rectify our errors in a timely, reasonable and responsible manner at our discretion. Unused material returned for requested credit will be considered only if commonly stocked, in brand new marketable condition and in undamaged original packaging with a copy of the invoice and a Return Goods Authorization (RGA) number. RGA numbers are available by contacting MBI and must be requested within 30 days of the invoice date. MBI reserves the right to assess a 25% restocking charge. Non-stock items are not returnable unless otherwise noted on the order acknowledgment.
Changed/Cancelled Orders: Orders are processed promptly as they are received. Additions may delay the original shipment or may be shipped as a separate order. Non-stock items cannot be changed and are non-cancellable. Cancelled stock orders are subject to a 10% minimum re-stock fee. Additional fees will be applied commensurate with the completion level of the order.
Taxes and Fees: No Federal Excise Tax, duty, or other charges are included unless expressly specified in writing by MBI. Customer assumes responsibility for and pay any taxes, fees, duties or other charges related to any order.
Warranty and Limited Remedy: MBI will diligently intercede on behalf of our active customer’s to obtain warranty (if any) for products whether purchased from MBI or other distributors based on manufacturer’s warranty, procedures and guidelines. Operational and installation parameters must comply with manufacturer’s requirements and secondarily with generally accepted industry standards. System piping must protect from vacuum damage and utilize flexible connections or otherwise allow for adequate tank expansion. All systems are to be installed using redundant leak protection devices/methods to mitigate any potential damage claims. MBI warrants that distributed products without a manufacturer’s warranty shall be free from defects in materials and workmanship under normal use within the operating parameters for a period of one (1) year from the date of purchase from MBI. This warranty does not apply to consumable items, media, products or components that are damaged as a result of neglect, misapplication, freezing, act of God, misapplication, damage, hot water or any other factor outside of normal operation. Contact MBI in advance for advice as to the suitability of a particular product for a specific purpose. Warranty does not extend to items built wholly or partially to the Customer’s design or specifications. This MBI warranty is in lieu of any other warranty, expressed or implied. MBI does not make any warranty or implied warranty as to the merchantability or fitness for a particular purpose. Contact MBI to obtain an RGA number or to discuss any warranty issues. Customer’s exclusive remedies under this warranty shall be limited to the repair or replacement of the non-conforming item(s) as determined by MBI. Warranty applies only to the specific failed component part(s). Items for warranty consideration must be sent freight insured, pre-paid and appropriately packaged to MBI with a formal Returned Goods Authorization (RGA). Approved warranted items will be shipped F.O.B. MBI Watsonville, CA warehouse. Warranty is for replacement product only with no remedy allowed for any other related expenses, consequential damages, lost business or any other expenditures whether actual or not. New items returned for credit are not a warranty issue and are covered in the Returned Merchandise section of our Terms and conditions. Items returned under warranty, but found not defective will be returned to the customer freight collect with normal inspection charges to apply. Items returned under warranty and found defective will be replaced or credited to the customer at the discretion of MBI. Items returned for non-warranty inspection and repair will be repaired and returned at normal charges.
Limitation of Liability: EXCEPT AS PROVIDED IN THIS PARAGRAPH, ALL SOFTWARE AND SERVICES ARE DELIVERED WITHOUT WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION ANY WARRANTY OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL VENDOR BE LIABLE TO CUSTOMER FOR ANY AMOUNT IN EXCESS OF THE FEES ACTUALLY PAID BY CUSTOMER TO VENDOR FOR SERVICES PROVIDED UNDER THIS AGREEMENT. IN NO EVENT SHALL VENDOR BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT, INDEMNITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.
The foregoing limitations include and apply to, without limitation, any liability arising out of the performance or failure to perform of any hardware, software, or Internet connection, from any errors, omissions, interruptions in or failure to provide Internet service; from interruptions in Web page or electronic mail or general communications availability; from the consequences of malicious computer viruses or low quality software code transferred over the Internet or otherwise; or from communication line failure, breach of security due to use of the Internet, or any loss of information or confidentiality due to such issues.
Relationship of Parties: The relationship of MBI and Customer is solely that of independent contractors. No partnership, joint venture, association, or employment relationship exists between the parties. Vendor is not to be considered the agent of Customer or any third party provider of goods or services with regard to the performance of their respective contractual or other legal obligations.
Force Majeure: MBI shall be excused from performing any of its obligations under this Agreement which are prevented or delayed by any occurrence not within the reasonable control of MBI, including but not limited to, accidents, acts of God, strikes, regulations, plant damage, ordinances or orders of any governmental agency, whether or not such cause exists at the date of the order.
Governing Law: Customer acknowledges that all rights and obligations pertaining to the sale of products or extension of credit for the same bear a reasonable relation to the state of California, USA and further agree that the laws of the state of California, USA will govern the rights and duties of MBI and the Customer.