SALES TERMS AND CONDITIONS
Our Terms and Conditions apply to all purchases and sales of items offered here, and your purchase means you have accepted our Terms and Conditions of Sale in effect as of the date of purchase. We disclaim any other Terms and Conditions contained in any customer purchase order, order form or otherwise unless expressly agreed to by us in writing. Purchase orders must be strictly in conformity with these Terms and Conditions; inconsistent or conflicting terms in any purchase order or sale acknowledgment are rejected and shall be controlled by these Terms and Conditions unless agreed to by the customer and MBEMRO in a separate mutual writing. Additional terms are not binding unless agreed to by an officer of MBEMRO in a separate writing. We reserve the right to decline fulfilling orders at our discretion.
Our catalogs of products, parts, machinery system and product ordering hierarchy (the "MBEMRO Catalogs") constitute original works and selections and arrangements of data compiled by MBEMRO, and are protected works. All rights in MBEMRO Catalogs are reserved by MBEMRO. You shall use MBEMRO Catalogs solely to purchase products.
Customers transacting e-Commerce business with MBEMRO on our website and/or via third party platforms are subject to limitations appearing on and applicable to visitors and users of our website
Pricing & Charges
Product: Prices and charges in this catalog are effective upon publication (or immediately when displayed on our website) and are subject to change without notice. All prices are quoted in U.S. dollars. We reserve the right to pass on any surcharges or impose purchase restrictions or limits at any time.
Charges: All orders are subject to applicable shipping, freight, taxes and processing charges. Shipping charges for ground service on all stocking orders are determined by using a flat rate table that is based on the combined weight of all items on the order. There are no additional charges for split shipments on MBEMRO stocking orders. This simplified table approach gives MBEMRO the ability to quote freight at the time of the order. Flat table charges are intended to approximate MBEMRO average cost to process and ship a package of similar weight characteristics.
Carrier Surcharges: Carriers may impose surcharges, which vary by carrier and may change at the carrier's discretion. MBEMRO will pass on the surcharge.
Chargebacks: Any chargeback incurred by the buyer is based on the terms and condition set by the financial institute and the buyer. Therefore chargebacks are outside the purview of MBEMRO
List Price: List price on our website is either manufacturer provided or is the pricing found on our similar ecommerce site. This price is not determined by MBEMRO and therefore MBEMRO cannot guarantee the accuracy of this price. This price is meant to be an indicative pricing of similar sites or what the manufacturer would charge without any discount.
For open account, it is Net 30 from date of invoice. In addition to open accounts, we also accept most major credit cards. If an open account customer fails to make full payment within thirty (30) days from date of invoice, MBEMRO may defer any further shipments or other orders, or cancel any portion of an unshipped order. MBEMRO further reserves the right to charge interest on overdue invoices at the rate of 18% per annum (1.5% monthly) or at the highest rate available under applicable law. It is understood and agreed that customer will pay, to the extent permitted under law, all reasonable costs and expenses, including attorney’s fees, collection agency fees and court costs incurred by MBEMRO in connection with any collection action for payment of the amounts due herein.
MBEMRO makes available certain payment processes through which you can provide payment information to us when you pay for your order (our "Authorized Payment Processes"). Examples of our Authorized Payment Processes include providing payment information by telephone, through our website checkout page or using an established Electronic Data Interchange (EDI). MBEMRO has implemented physical, technological and administrative safeguards intended to protect the information that you provide using one of our authorized processes. These safeguards include, for example, encryption of Internet communications. If you do not use an Authorized Payment Processes, and you submit payment information through some other method (such as via email or fax), then the safeguards provided by our authorized processes will not protect your payment information, and you provide such information at your own risk. MBEMRO expressly disclaims all responsibility regarding the collection, use and protection of information that you do not submit through an Authorized Payment Process.
MBEMRO uses partner service provider (UPS) for shipments. Delivery schedules re dependent on product availability in our warehouses or at manufacturer locations. If for any unforeseen reason, shipment is going to be delayed, the same will be communicated to you through our customer service team. Items ordered together may not always arrive in the same box or on the same day. Hazardous materials require special handling, are not service level guaranteed and may be subject to local, state and federal regulations which may delay or prohibit shipments. Hazardous materials will not be shipped to Alaska or Hawaii or exported outside of the contiguous United States. All orders are shipped F.O.B. from MBEMRO warehouse or manufacturer's facility for drop shipments. Title and risk of loss pass to customer on delivery to the common carrier or upon customer pickup. Delivery timelines are maintained and calculated in business days. Please check with MBEMRO customer service for more information at order time
Damaged or Lost Shipments
All damages must be noted on delivery receipt. All shortages and damages must be called into MBEMRO or e-mailed to customer service within 7 calendar days.
Except as otherwise stated, the only warranties applying to materials sold are those, if any, specifically provided by the manufacturer to be honored by the manufacturer. Items marked Lifetime Warranty are subject to manufacturer's warranty terms. EXCEPT AS SET FORTH HEREIN, MBEMRO MAKES NO WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED. MBEMRO DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANSHIP, QUALITY, DURABILITY, SUITABILITY, OR NON-INFRINGEMENT INCLUDING WITHOUT LIMITATION IN THOSE INSTANCES WHERE CHANGES, ALTERATIONS OR MODIFICATIONS ARE MADE IN MATERIALS AT THE REQUEST OR INSTRUCTION OF THE CUSTOMER, AND THE CUSTOMER AGREES NOT TO CLAIM OR COMMENCE SUIT AGAINST MBEMRO BASED ON ANY SUCH DISCLAIMED WARRANTIES OR SUCH MANUFACTURER'S WARRANTIES. OUR OBLIGATION IS LIMITED ONLY TO THE REPAIR OR REPLACEMENT OF DEFECTIVE PARTS OR, AT OUR SOLE OPTION, TO REFUND THE PURCHASE PRICE.
Manufacturer's Responsibility: The customer recognizes that MBEMRO is a distributor and not a manufacturer, fabricator or packager, and all applicable product specifications, representations and warranties are solely those of the fabricator, manufacturer or packager of the products sold. MBEMRO’s liability hereunder for any claim of loss or damage of any kind whatsoever by the customer arising from a breach of any such specifications, representations or warranties by the manufacturer, fabricator or packager shall be limited to reimbursement of the price paid for the specific item sold, and other than such reimbursement, as between the customer and MBEMRO, the customer's sole and exclusive recourse for such loss or damage is to the manufacturer, fabricator or packager of the products. Customer waives any right of set-off or cover under the Uniform Commercial Code or otherwise.
Limited Liability: IN NO EVENT SHALL MBEMRO BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THE PURCHASE, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED OPPORTUNITY OR PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MBEMRO shall not be responsible for computer or electronic interruptions, mechanical or electrical breakdowns, strikes, labor slowdowns, war, terrorism, riots, severe weather conditions, natural disasters, acts of God or any other forces beyond the reasonable control of MBEMRO, LTL shipments and other non-scheduled carriers, branch shipments (due to earlier pickups), back ordered items, replacement orders, new accounts (first order), orders requiring credit review, and supplier manufacturing deficiencies.
The value of the defective product or material is our only liability. All specifications and technical data have been supplied by the manufacturer and are listed only as a convenience. We do not warrant or represent that the merchandise complies with the provisions of any law, particularly the Walsh-Healey Public Contracts Act, and the Occupational Safety and Health Act of 1970, and regulations promulgated thereunder, unless the manufacturer so warrants.
Compliance with Laws
Some products may be obtained from multiple supply sources located throughout the United States or internationally and shipped directly to the customer without sending the item through MBEMRO. Many states and localities have codes and regulations governing sale, offering for sale, distribution, construction, installation and use of products for certain purposes and/or containing certain regulated substances, which may vary from those in neighboring areas. MBEMRO relies upon information provided by the supplier of these products to ensure they are compliant with the laws of the jurisdiction into which the product is shipped. The information provided by the supplier as to the ability of the product to be sold or distributed in any particular jurisdiction is believed by MBEMRO to be accurate. MBEMRO, however, shall not be responsible for how products are used or installed or for the product's conformance to regional, state, or local codes or regulations. MBEMRO does not guarantee compliance with any law and assumes no responsibility for how the items are used or installed. Customer has the sole responsibility for compliance with all applicable codes, regulations and laws and before purchase and use of the product must review and ensure full compliance with such codes, regulations and laws concerning the use or installation of the products.
Environmental & Safety
VOC (Volatile Organic Compounds)Limits:
MBEMRO may be prohibited from offering certain products due to restrictions or requirements of various federal, state, local and other authorities having jurisdiction in these matters. VOC restrictions may change without notice. Customers should consult the regulations applicable to these products to ensure compliance. MBEMRO relies on the manufacturer regarding the VOC content of their products and makes no representation or warranties regarding the information provided by the manufacturer.
Ozone Depleting Substances (ODS)
MBEMRO may be prohibited from selling certain products that contain chemicals (hydrochlorofluorocarbons) to customers that are not commercial customers as defined by regulations issued by the United States Environmental Protection Agency (USEPA). As per the USEPA regulations, it is a violation of federal law to sell, distribute, or offer to sell or distribute any chlorofluorocarbon or aerosol hydrochlorofluorocarbon containing cleaning fluid for electronic and photographic equipment to anyone who is not a commercial user of this product. The penalty for violating this prohibition can be up to $25,000 per sale. Individuals purchasing such products must present proof of their commercial status in accordance with Title 40 of the CFR 82.68(a) or (c). ODS restrictions may change without notice and customers should consult the ODS regulations and are responsible for compliance with all the ODS regulations.
California Proposition 65
Some products may contain certain chemicals and, therefore, be subject to warning requirements of California Proposition 65. Proposition 65 requires that packages of products containing certain chemicals identified by the State of California as causing cancer, birth defects or other reproductive harm contain warnings. MBEMRO relies on the manufacturer regarding the hazardous chemicals in their products and makes no representations or warranties regarding the information provided by the manufacturer.
Mercury Containing Products
Some products may contain mercury and may, therefore, be subject to federal, state, or local regulations regarding their purchase, use, handling and/or disposal. Customers should consult the regulations applicable to their operations regarding these products. MBEMRO relies on the manufacturer regarding the mercury content of their products and makes no representations or warranties regarding the information provided by the manufacturer.
Safety Data Sheet (SDS)
An SDS is a document that is required by the Occupational Safety and Health Administration (OSHA) and provides specific Safety, Health and Environmental information about a product deemed to be hazardous (e.g. Hazardous Ingredients, Physical Hazards, Health Hazards, Safe Handling, Control Measures and more.) Manufacturers or importers are required to produce SDSs and employers are required to have them available for their staff as per OSHA's Hazard Communication Standard 29 CFR. 1910.1200. MBEMRO expressly relies on the evaluation of the chemical manufacturer/importer contained therein. MBEMRO provides SDSs when required. An SDS will be provided for a product when: You order the product for the first time, an updated SDS is received from the manufacturer/importer, or you request another SDS. SDSs will be provided via the following means: (i) accessing MBEMRO website (ii) contacting customer service over phone (iii) requesting through email to the customer service, (iv) requesting an SDS when ordering a product, or (v) contacting MBEMRO in writing requesting an SDS.
Dangerous Goods/Hazardous Materials
•Lead: MBEMRO may be prohibited from offering certain plumbing products intended for use in conveying potable water due to restrictions or requirements of various federal, state, local and other authorities that have prescribed lead content restrictions for such products. These restrictions may change without notice. Customers should consult the regulations applicable to these products to ensure compliance. MBEMRO relies on the manufacturer regarding the lead content of their products and makes no representations or warranties regarding the information provided by the manufacturer.
•Energy Efficiency: MBEMRO may be prohibited from offering certain products that do not meet federal, state, and/or local requirements for energy efficiency. Energy efficiency requirements may change without notice. Customers should consult the regulations applicable to these products to ensure compliance. MBEMRO relies on the manufacturer regarding the energy efficiency rating of its products and makes no representations or warranties regarding the information provided by the manufacturer.
•Handling and Disposal: Numerous federal, state, and local codes, regulations and laws may apply to the disposal of products. Customer is solely responsible for proper handling and disposal of purchased items and should review and ensure compliance with all such codes, regulations and laws.
Except as otherwise provided, no material will be accepted for return after 30 days from date of shipment. To return merchandise, you must call MBEMRO to initiate RMA. No returns will be accepted without a RMA reference number. Include with your return a copy of your invoice or packing slip. All merchandise must be returned in its original packaging and condition. Any claims for discrepancies in shipment must be made within 7 days of receipt of merchandise. Shipping charges for returned items must be prepaid. No return of altered or etched items. A re-stocking charge may be applied. Customers are required to inspect all hazardous materials deliveries prior to accepting the delivery. Unaccepted hazardous materials can be returned to MBEMRO through the freight company that delivered the materials by not accepting the delivery. Once hazardous materials or non-hazardous materials that can become hazardous waste (e.g. broken fluorescent bulbs) are accepted for delivery, MBEMRO is unable to take these items back. Regulated Lithium batteries or cells, or products packed with Lithium batteries and cells, can be returned but it is the customer’s responsibility to comply with all applicable DOT ground shipping regulations. MBEMRO does not take title to returned products until the item is received at an MBEMRO Customer Fulfillment Center (CFC).
Unopened Software may be returned for credit. Opened Software will be replaced only if defective.
Because of the special nature of the products, we will be glad to cut products to length per your specifications. We reserve the right to charge a service fee for difficult or multiple cuts per item. Cut-to-length products, however, are considered final sale, and may not be returned for credit.
MBEMRO products and services, including user manuals and software, are subject to U.S. export control laws, regulations and administrative policies. Customer acknowledges that it is familiar with such laws and regulations and it agrees to abide by them in all respects. Diversion of products and/or services contrary to U.S. law is prohibited. Customer understands that a license, written approval or other authorization may be required from the Bureau of Industry and Security of the U.S. Department of Commerce, the Directorate of Defense Trade Controls of the U.S. Department of State or other U.S. government agency prior to the export or reexport of these items from the United States Guidance may be found at http://www.bis.doc.gov or http://www.pmddtc.state.gov. Customer further understands that it is unlawful to export, reexport or transfer, or to attempt to export, reexport or transfer these items to individuals or entities on the List of Debarred Parties, Denied Persons List, Specially Designated Nationals List, Entity List, Unverified List or Nonproliferation Sanctions List, as well as sales or transfers to Embargoed Countries (currently, Cuba, Iran, North Korea, Syria and Sudan). It is the customer's responsibility to be aware of these Lists and Embargoes. These Lists may be accessed at http://export.gov/ecr/eg_main_023148.asp.
Customer hereby grants to MBEMRO 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 MBEMRO. Customer agrees to file, or permit MBEMRO to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of MBEMRO’s lien or security interest.
MBEMRO and Customer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer will not have the right to bind or otherwise obligate MBEMRO in any manner, nor will Customer represent to anyone that it has the right to do so.
Customer shall not assign any order, or any interest therein, without the prior written consent of MBEMRO. Any actual or attempted assignment without MBEMRO’s prior written consent shall entitle MBEMRO to cancel such order upon notice to Customer.
If MBEMRO and Customer mutually agree to use an Electronic Data Interchange ("EDI") system to facilitate purchase and sale transactions, Customer agrees that it will not contest: (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. MBEMRO and Customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use reasonable security procedures to protect EDI records from improper access. In the event of a conflict, the business records maintained by MBEMRO regarding EDI purchases made by Customer shall be deemed to be conclusive.
Customer shall have no right to copy or use any of the intellectual property of MBEMRO or its suppliers without MBEMRO’s permission. All materials contained in MBEMRO Catalogs and MBEMRO’s website are subject to the ownership rights of MBEMRO and its suppliers.
Controlling Law & Venue
All transactions shall be governed by the laws of the State of Michigan, without regard to any conflict of law principles that would require the application of the laws of any other jurisdiction, and venue shall be in Washtenaw County, State of Michigan.