Terms + Conditions
MūL Technologies Terms and Conditions of Sale
- APPLICATION OF TERMS.
The following terms and conditions (“T&Cs”) shall govern the sale by Mul Technologies LLC d/b/a MūL Technologies (“MūL”) to the entity (“Customer”) named on the invoice, order, or acknowledgment that will be provided to Customer for the sale of products sold by MūL (the “Products”). Customer agrees to be bound by and accepts these terms and conditions and acknowledges that these terms and conditions supersede any terms and conditions of any purchase order or similar document placed by Customer and are a condition to MūL’s obligations hereunder. Any attempt to modify, supplement or amend these terms and conditions will be void unless agreed to in writing by MūL .
- PAYMENT TERMS; ORDERS; QUOTES.
All orders are not binding on MūL unless accepted either by MūL in writing or by MūL’s shipment of the Product. Acceptance is determined at the sole discretion of MūL and MūL may reject any order for any reason at any time. Any quotation provided by MūL will be valid for the time period stated in the quotation. If no time period is stated, such quotation will be valid for 14 days from the date of the quote. MūL reserves the right to equitably adjust the price and delivery terms of the order in the event of changes to the volumes of Products. Customer shall pay invoices within 30 days from the date of the invoices unless MūL has agreed to other terms, in writing, or unless MūL requires C.O.D. payment or credit card payment. By providing a credit card or other payment method accepted by MūL, Customer represents and warrants that Customer is authorized to use the designated payment method and that Customer authorizes MūL (or our third-party payment processor) to charge Customer’s payment method for the total amount of Customer’s order (including any applicable taxes and other charges). If the payment method Customer provides cannot be verified, is invalid or is otherwise not acceptable, Customer’s order may be suspended or cancelled. Customer must resolve any payment problem MūL encounters in order to proceed with Customer’s order. Customer agrees to pay interest on all past due sums at the lesser of 1.5% per month or the highest rate allowed by law. IF CUSTOMER BREACHES ANY PROVISION IN THIS PARAGRAPH, MūL SHALL BE ENTITLED, IN ADDITION TO ALL OTHER AVAILABLE REMEDIES, TO RECOVER ALL CONSEQUENTIAL, INCIDENTAL AND COLLECTION COSTS, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES AND STORAGE COSTS. Notwithstanding anything to the contrary herein, delivery dates on orders may not be delayed by Customer more than 30 days beyond the delivery date initially acknowledged and agreed to by MūL in writing, unless previously agreed upon in writing by MūL. If MūL grants Customer any credit that may be applied against future invoices, any unused credit shall expire 365 days after the date the credit is granted to Customer. Customer consents to allow MūL to use Customer name in MūL’s promotional marketing.
- SHIPPING; TAXES.
All Products purchased by Customer will be shipped ExWorks from MūL’s facility in Mequon, Wisconsin. Prices do not include shipping and handling charges, sales, use, excise, gross receipts, export, value added tax, or other similar taxes, customs charges or duties and Customer is responsible for all such taxes and charges.
- TITLE AND RISK OF LOSS; DELIVERY.
Title and risk of loss shall pass to Customer on an ExWorks basis from MūL’s facility in Mequon, Wisconsin (“Delivery”). Customer accepts all Products upon Delivery subject to the Warranty and may not reject any Products after Delivery. MūL may deliver the Products ordered in installments. Any delivery or shipment date given by MūL is an estimate only and MūL is not liable for any loss, damage, cost, or expense of any kind for any failure to deliver in accordance with the given delivery or shipment date.
- LIMITED WARRANTY.
MūL warrants to Customer that, subject to the terms hereof, (the "Warranty"): for a period equal to one year from the date of Delivery to Customer, the Products will be free from material defects in materials and workmanship under normal use and service with proper maintenance. This warranty is not transferable by Customer to any third-party and is as stated herein unless otherwise agreed to in writing.
The Warranty does not apply to expendable or consumable parts or items, such as batteries. The Warranty does not apply when Product is not used for its intended purpose, is used outside of its intended environment as expressly stated in the Product specific documentation, or when combined with other products. MūL does not warrant the Product if it is used outside of the United States.
MūL shall have no obligation under the Warranty if Customer:
(a) fails to notify MūL in writing during the warranty period of a claim under the Warranty; or (b) uses, misuses, or neglects the Product in a manner inconsistent with the Product's specifications or use or maintenance directions, modifies or alters the Product in any way or improperly installs, handles or maintains the Product. The Warranty does not apply if the Product or any of its parts have been altered or modified. The Warranty does not apply to any repairs or replacements to or of the Product or any part thereof arising out of or relating to any service of the Product or any part thereof performed or provided by any person or entity other than MūL or its authorized service representatives. MūL shall in no way be responsible for the costs or expenses or any repairs or replacements regarding the Product or any part thereof that are performed or provided by any person or entity other than MūL or its authorized service representatives.
- DISCLAIMER OF OTHER WARRANTIES.
MūL MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE PRODUCT EXCEPT FOR THE WARRANTY EXPRESSLY SET FORTH HEREIN. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED (INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF ANY RIGHT OF ANOTHER, INCLUDING ANY INTELLECTUAL PROPERTY RIGHT), UNLESS REQUIRED UNDER APPLICABLE LAW, IN WHICH CASE, SUCH IMPLIED WARRANTIES ARE LIMITED TO THE TERM OF THE WARRANTY SET FORTH HEREIN. Some states do not allow limitations on the term of an implied warranty, so the above limitation may not apply. No oral or written information or advice given by MūL , its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of the Warranty, and no such persons have authority to modify any aspect of the Warranty or create any other warranties.
- EXCLUSIVE REMEDIES.
As Customer’s sole and exclusive remedy for any and all breach of warranty claims, MūL will correct, at its place of business or any other site chosen by MūL, in its sole discretion, any material defects of the Products covered under the Warranty at no charge to Customer for labor and materials. All Products returned to MūL are subject to a standard diagnostic charge that will be waived if MūL repairs the Product under Warranty. MūL’s liability for failure to repair the Product to conform to the Warranty after a reasonable number of attempts is limited to replacement of the Product or, if replacement is impractical, a refund not to exceed the purchase price of the Product. The remedies set forth in this section 8 of the T&C’s are the Customer’s sole and exclusive remedies for any and all breaches of a warranty by MūL, including the Warranty.
All warranty claims require a Return Material Authorization (“RMA”) number. Customer may call a Customer Service Representative at 262-242-8830 (Monday through Friday, 8:00 a.m. to 5:00 p.m. central time) to receive an RMA number and specific return instructions. Customer may also e-mail any RMA request to MūL at email@example.com. Customer should have the following information ready when requesting an RMA number: serial number of item, description of problem, and contact information. All RMA numbers are valid for 30 days. The RMA number must be conspicuously marked on the shipping package delivered to MūL. Customer should return Product using packaging from original shipment of Product by MūL to Customer. If original packaging was not retained, Customer may order replacement packaging from MūL and use replacement packaging for Product return. Customer will be responsible for i) in-transit damage to Product returned to MūL if not shipped using MūL packaging or negligently packaged and ii) the freight for returning any defective Products or components to MūL. MūL will pay ground freight charges for delivery of any Product repaired under the limited warranty provided herein, to any continental U.S. locations of Customer. If Customer returns Product to MūL under a warranty claim and MūL determines there is no problem found or that Customer’s warranty claim is not valid, Customer will be responsible for return freight for Product shipped to Customer. Customer shall notify MūL in writing within 30 days of the date the Customer became aware of or should have become aware of a Product’s breach of a Warranty. Any claim or action for a breach of Warranty must be commenced within one year after the Delivery of the Product at issue.
- LIMITATION OF DAMAGES.
UNDER NO CIRCUMSTANCES SHALL MūL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, ENHANCED, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE SALE OR USE OF A PRODUCT, WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER THE DAMAGES WERE FORESEEABLE OR WHETHER THE CUSTOMER WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES. THE TOTAL LIABILITY OF MūL TO CUSTOMER ARRISING OUT OF OR RELATED TO THE PRODUCT SHALL NOT EXCEED THE PRICE PAID BY CUSTOMER TO MūL FOR THE PRODUCT ON WHICH SUCH LIABILITY IS BASED DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE ACCRUAL OF THE APPLICABLE CAUSE OF ACTION. Examples of indirect, special, incidental, or consequential damages include, but are not limited to, loss of profits, loss of revenue, loss of use of the Product or any other equipment, cost of capital, cost of substitute or replacement equipment, facilities or services, down time, purchaser's time, claims of third parties, including customers, and injury to person(s) or property. This limitation applies both during and after the Warranty period. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply.
- SOFTWARE LICENSE AND WARRANTY.
MūL grants to Customer the nonexclusive, nontransferable, perpetual right and license to use, for its own internal business purposes, but not own, the Licensed Software for so long as the Customer owns the Product. The Customer's licenses and rights to use Extended Applications is governed under separate agreement between Customer and the third-party licensor of such Extended Applications. “Licensed Software” means the standard unmodified application software and firmware programs owned by MūL and installed with its Products. Licensed Software also includes all customizations, upgrades, and modifications of and to the Licensed Software, Licensed Software may not be customized, upgraded, modified, or altered in anyway by any person other than MūL. Licensed Software includes any and all derivatives of and to the Licensed Software and is limited to machine-readable code (generally referred to as executable or object code) and does not include human-readable source code. “Extended Applications” means application software and firmware other than Licensed Software owned and licensed by a third party that is installed with the Products. Title to any Licensed Software or Extended Applications shall remain with the applicable licensor(s). All Licensed Software and Extended Applications are subject to any applicable license agreement(s) or copyright. Customer shall be bound by the license agreements and copyrights (including the license set forth herein), and any restrictions set forth therein upon the Delivery of the Product. Warranty for any software shall be in accordance with the license agreement, if any. MūL does not warrant any software.
- PROPRIETARY RIGHTS.
All intellectual property related to the Products or MūL and any derivative works thereof, including without limitation all trademarks, copyrights, patents, designs, specifications and drawings for the Products or the manufacture thereof whether or not patentable and all propriety code related to any Licensed Software or other software or firmware developed or customized by MūL, is and shall at all times remain the exclusive property of MūL Customer covenants and agrees not to reverse engineer, re-compile, or otherwise attempt to re-create the human readable source code of any Licensed Software or Extended Applications.
- AVAILABILITY/COMPLIANCE WITH GUIDE.
Product availability may be limited and may not be available for immediate delivery. MūL reserves the right, without liability or prior notice, to revise or cease to make available any or all Products. Customer acknowledges that it has read and fully understands the operational requirements and limitations of the Products set forth the user guide located at www.multechnologies.com/documentation. Customer agrees to operate the Products in accordance with the user guide including, but not limited to the provisions regarding limitations, safe usage, and environmental needs of the Products.
- FORCE MAJEURE.
MūL SHALL NOT BE LIABLE IF IT IS UNABLE TO PERFORM ANY OF ITS OBLIGATIONS CONTAINED IN THESE TERMS AND CONDITIONS DUE TO, DIRECTLY OR INDIRECTLY, SABOTAGE; FAILURE OR DELAYS IN TRANSPORTATION, UTILITY SERVICE OR COMMUNICATION SYSTEMS; ANY LABOR OR INDUSTRIAL DISPUTE; SHORTAGES OF LABOR, FUEL, SUPPLIES OR EQUIPMENT; WAR; FLOOD; EXPLOSION; ACT OF GOD OR TERRORISM; OR ANY OTHER EVENT BEYOND THE CONTROL OF MūL .'
Customer will indemnify, hold harmless, and defend MūL and its officers, directors, partners, members, shareholders, employees, agents, affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, and the costs of enforcing any right to indemnification under these T&C’s and the cost of pursuing any insurance providers, relating to any claim arising out of or occurring in connection with Customer’s use of the Product or Customer’s breach of any provision of these T&C’s.
- GOVERNING LAW AND JURISDICTION.
The sale of Products shall be governed by the laws of the State of Wisconsin excluding the conflict or choice of law provisions. The state and federal courts located in the State of Wisconsin shall have exclusive personal jurisdiction over MūL and Customer for all disputes arising hereunder. Venue and jurisdiction for all disputes will lie in the state
courts of Milwaukee or Ozaukee County in Wisconsin or in the federal courts located in Milwaukee County.
- EXPORT CONTROL.
Products purchased or received under these terms and conditions shall be subject to export laws and regulations of the United States of America, and Customer agrees to comply with such export laws and regulations.
- SECURITY INTEREST.
MūL reserves a security interest in all Products and any proceeds thereof until any and all payments and charges are paid in full. Customer shall, reasonably assist MūL in perfecting such security interest.
- NO ASSIGNMENT.
Customer may not assign its rights or obligations under these T&Cs without the express written consent of MūL .
- WAIVER AND SEVERABILITY.
Waiver by MūL of any of the terms or conditions of the T&Cs shall be effective only if in writing and signed by MūL and shall not constitute a waiver of such terms as to any subsequent events or conditions, whether similar or dissimilar. The invalidity or enforceability of any particular provisions of these T&Cs shall not affect the other provisions within these T&Cs, and the remaining provisions of these T&Cs shall be construed in all respects as if such invalid or unenforceable provisions were omitted. In the event that any part of these T&Cs is held by any court or other judicial or administrative body to be null, void or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of these T&Cs shall remain in full force and effect.
APPLICATION OF TERMS.