Terms and Conditions of Sale

Sales Policy

Wholesale Only

Machine Vision Store ("MVS") sells products for business use to customers with proper business identification, which is required from all customers prior to delivery.

Prices

Prices listed are wholesale, do not include freight, handling fees, taxes, and/or duties, and are subject to correction or change without notice. All prices are in U.S. dollars. Customer should contact MVS or check online at MachineVisionStore.com for current pricing. Export orders may be subject to other special pricing. MVS reserves the right to accept or reject any order.

Payment and Credit Terms

MVS accepts Visa, MasterCard, American Express, Discover and PayPal via our online merchant services provider. For customers with established MVS credit, we accept company checks and money orders, and payment terms are net thirty (30) days from the date of shipment or pick-up. All credit extended by MVS to customer, and the limits of such credit, is at MVS’s sole discretion, and may be reduced or revoked by MVS at any time, for any reason. MVS reserves the right to charge a convenience fee for late payments. MVS further reserves the right to charge customer a late payment fee at the rate of one and one-half percent (1-1/2%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. Anticipation and cash discounts are not allowed. Export orders are subject to special export payment terms and conditions. All payments must be made in U.S. dollars. MVS shall have the right of set-off and deduct for any sums owed by customer to MVS.

If customer fails to make payment within thirty (30) days of shipment or pick-up, or fails to comply with MVS’s credit terms, or fails to supply adequate assurance of full performance to MVS within a reasonable time after requested by MVS (such time as specified in MVS’s request), MVS may defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order.

Customer agrees to assume responsibility for, and customer hereby unconditionally guarantees payment of, as provided herein, all purchases made by customer, its subsidiaries and affiliates. Each of customer’s subsidiaries and affiliates purchasing from MVS will be jointly and severally liable for purchases with customer, and customer is also acting as agent for such subsidiaries and affiliates.

Security Interest

Customer hereby grants to MVS a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to MVS. Customer agrees to file, or permit MVS to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of MVS's lien or security interest.

Credit Balance

Customer agrees that any credit balance(s) issued by MVS will be applied to customer’s account within one (1) year of its issuance. IF CUSTOMER HAS NOT REQUESTED THE CREDIT BALANCE WITHIN ONE (1) YEAR, ANY REMAINING CREDIT BALANCE WILL BE CANCELLED, AND MVS SHALL HAVE NO FURTHER LIABILITY.

Freight Policy

Domestic Orders

Orders shipping to an address within one of the 50 states of the United States are defined as "Domestic Orders". For Domestic Orders, prices stated are F.O.B. origin, freight prepaid to destination specified in the order. MVS charges a shipping and handling fee, (which includes internal handling and related costs), on each order which is applied at time of order and reflected on customer's invoice. Receipts for shipping and handling charges will not be furnished. Other terms and conditions may apply for other than standard ground delivery ("Other Freight Services"), including without limitation, expedited same day delivery, air freight, freight collect, hazardous materials, customer's carrier, or other special handling by the carrier. Any charges incurred for Other Freight Services must be paid by customer. Fuel surcharges may be applied.

International Orders

International orders include all orders that are not Domestic Orders. For international orders, prices stated are F.C.A our warehouse per Incoterms 2010. Any and all costs for freight, handling, tarrifs, taxes, duties, customs clearance, storage, and surcharges shall be paid by the customer. The customer may choose to provide to MVS their own freight account number such that a freight company may bill the customer directly. If MVS chooses to make shipping arrangements on the customer's behalf using the customer's freight account number, it shall not change the terms and conditions of sale, and the customer shall remain responsible for all costs described in this paragraph.

All Orders

For all shipments, regardless of destination, title and risk of loss pass to customer upon tender of shipment to the carrier. If the product is damaged in transit, customer's only recourse is to file a claim with the carrier. COD shipments are not permitted.

Warranty Policy

LIMITED WARRANTY

ALL PRODUCTS SOLD ARE WARRANTED BY MVS ONLY TO CUSTOMERS FOR: (i) RESALE; OR (ii) USE IN BUSINESS, GOVERNMENT OR ORIGINAL EQUIPMENT MANUFACTURE. MVS WARRANTS PRODUCTS AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF ONE (1) YEAR AFTER THE DATE OF PURCHASE FROM MVS, UNLESS OTHERWISE STATED. PROVIDED THAT MVS ACCEPTS THE PRODUCT FOR RETURN DURING THE LIMITED WARRANTY PERIOD, MVS MAY, AT ITS OPTION: (i) REPAIR; (ii) REPLACE; OR (iii) REFUND THE AMOUNT PAID BY CUSTOMER. CUSTOMER MUST RETURN THE PRODUCT TO MVS SHIPPING COSTS PREPAID. MVS’S REPAIR, REPLACEMENT, OR REFUND OF AMOUNTS PAID BY CUSTOMER FOR THE PRODUCT, SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY.

WARRANTY DISCLAIMER

NO WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE LIMITED WARRANTY STATEMENT ABOVE, IS MADE OR AUTHORIZED BY MVS. MVS DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. MVS EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE PRODUCTS: (i) ARE MERCHANTABLE; (ii) FIT FOR A PARTICULAR PURPOSE; OR (iii) DO NOT AND WILL NOT INFRINGE UPON OTHER’S INTELLECTUAL PROPERTY RIGHTS.

MVS MAKES NO WARRANTIES TO THOSE DEFINED AS CONSUMERS IN THE MAGNUSON-MOSS WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENT ACT.

LIMITATION OF LIABILITY

MVS EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES. MVS'S LIABILITY IN ALL CIRCUMSTANCES IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.

Warranty Product Return

Before returning any product, customer shall contact MVS and provide the date, the original order number, the catalog number, and a description of the defect. Proof of purchase is required in all cases.

Manufacturer's Warranty

The original manufacturer may offer an additional warranty. If so, MVS may assist the the customer in filing a warranty claim, subject to the terms and conditions of said manufacturer's warranty. For information on a specific manufacturer’s warranty, please contact MVS.

Product Information

Catalog/Website Information

MVS reserves the right to update publishing errors in any of its websites. Product depictions in the websites are for illustrative purposes only. Access to any MVS websites does not constitute the right to purchase products.

Product Substitution

Products (and country of origin) may be substituted and may not be identical to website published descriptions and/or images.

Occupational Safety and Health Administration ("OSHA") Hazardous Substance

Material Safety Data Sheets (“MSDS”) for OSHA defined hazardous substances are prepared and supplied by the manufacturers. MVS MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE RECOMMENDATIONS IN ANY MSDS. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT.

MSDS and Proposition 65 Regulated Product Requests

Information on MSDS and Proposition 65 regulated products is available upon request. Please contact us via MachineVisionStore.com.

General Terms

Order Acceptance

MVS reserves the right to accept or reject any order without cause. A customer's completion of an online purchase process, and MVS sending automated emails, does not constitute order acceptance by MVS. A customer will be notified within seven business days of order receipt, using the contact information they provided, if an order is rejected.

Intellectual Property

Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights reserved by MVS, or any trademarks or service marks owned by suppliers to MVS. All materials contained on the Machine Vision Store website are subject to the ownership rights of MVS and its suppliers. Customer shall have no right to copy or use any of the intellectual property of MVS or its suppliers without MVS’s permission.

Cancellation

All product order cancellations must approved by MVS, and may be subject to restocking fees and other charges. Special orders, and orders for customized items, may not be canceled.

Product Return

Product returns must be made within 30 days from date of original shipping, unless otherwise indicated. Customer should contact MVS via MachineVisionStore.com for instructions. Returned product must be in original packaging, unused, undamaged, and in saleable condition. MVS will refuse items showing any sign of installation or use. MVS will refuse items that have been special ordered or customized. Proof of purchase is required in all cases.

Force Majeure

MVS shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fire, accident, explosion, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of MVS in the conduct of its business.

Assignment

Customer shall not assign any order, or any interest therein, without the prior written consent of MVS. Any actual or attempted assignment without MVS’s prior written consent shall entitle MVS to cancel such order upon notice to customer.

Diversion

Customer shall not divert purchased items or related intellectual property to locations or to third parties contrary to U.S. law.

No Third Party Benefit

The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.

Waiver, Choice of Law and Venue

The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Minnesota, excluding its conflict of law rules, and venue shall either be in the state courts in Dakota County, Minnesota or the federal courts for the District of Minnesota.

Severability

If any portion of these terms and conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.

Modification of Terms

MVS's acceptance of any order is subject to customer's assent to all of the terms and conditions set forth herein. Customer’s assent to these terms and conditions shall be presumed from customer’s receipt of MVS’s acknowledgment, or from customer’s acceptance of all or any part of the products ordered. No additions or modifications of MVS’s terms and conditions by customer shall be binding upon MVS, unless agreed to in writing by an authorized representative of MVS. If a purchase order or other correspondence submitted by customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in MVS’s acknowledgment, MVS's fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by customer, and will not constitute a waiver by MVS of any of the terms and conditions contained herein.

Complete Agreement

The terms and conditions in MVS's websites are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and MVS.

Changes

We reserve the right to make changes to these terms and conditions without notice.