Terms and Conditions of Sale

MHz began in 1975. While some of the people and the ownership at our early customers have changed, we are still blessed to do business with so many companies from our beginning. Thank you for being a MHz Customer! We truly appreciate your business and the opportunity to continue our long-term relationship. If you’re a potential new customer, we look forward to working with you and building a lasting relationship. Thank you for considering MHz as a potential new vendor.

The sale of equipment and/or services (“PRODUCTS”) by Mega Hertz are subject to this document’s “Terms and Conditions of Sale” and the Terms and Conditions included in the Mega Hertz Credit Application (together the “Agreement”), regardless of other or additional terms or conditions that conflict or contradict the two documents just referenced above in any customer (“Customer”) Purchase Order, Customer document, or any other communication with preprinted terms and conditions; Mega Hertz failure to object to conflicting or additional terms and conditions will not change or add to the terms and conditions of this Agreement, unless Mega Hertz has entered into a legally binding contract with other defined terms and conditions of sale.

1. ORDERS. All Orders are subject to acceptance by Mega Hertz. Please note, orders for special, custom, and nonstandard Products, as well as, some standard Products from a few of our manufacturer partners are non-cancelable and non-returnable (“NCNR”). Mega Hertz will always attempt to identify for our customers “NCNR” Products prior to any purchase. “NCNR” products may not be cancelled, rescheduled or returned without Mega Hertz consent and may be subject to cancellation, rescheduling or restocking fees enforced by a manufacture.
2. PRICES. Mega Hertz written price quotes are valid for 30 days, or as otherwise stated in a Mega Hertz quote or proposal. Mega Hertz reserves the right to increase or decrease prices quoted at any time. Prices quoted are for Products only and do not include any shipping charges, taxes, tariffs or duties imposed by any government authority, unless so stated in the written Mega Hertz quotation.
3. SALES TAX. While subject to change, currently Mega Hertz is authorized to collect tax in the following states: AR, AZ, CA, CO, CT, FL, GA, IA, ID, IL, IN, KS, KY, LA, MA, MD, MI, MN, MO, NC, NJ, NV, NY, OH, OK, PA, SC, TN, TX, UT, VA, WA & WI. Please note, when Mega Hertz is instructed to deliver Products into a state which Mega Hertz is not authorized to collect Sales Tax, Customer attests, that Customer will accrue and pay all state and local applicable Use-Tax on all purchases made from Mega Hertz. Customer further attests, that Customer is responsible for payment of all sales and use taxes and shall indemnify and hold harmless Mega Hertz from any loss, cost, or expense Mega Hertz may incur, including attorney fees and court costs, in the event the Customer fails to pay such taxes. Customers with a Tax-Exempt Certificate should provide Mega Hertz with a copy to eliminate any tax billing.
4. TERMS OF PAYMENT. Payment for Products invoiced are due 30 days from the date of invoice, with prior credit approval. To apply for credit with Mega Hertz, please request, complete and submit the Mega Hertz credit application to AR@go2mhz.com. In all purchases, under a Customer’s credit account, the Customer grants to Mega Hertz a security interest in, the Products described in the Customers purchase order and/or MHz shipping documents, until such time as the Customer completes its’ obligation to Mega Hertz for payment of all Products delivered by MHz. In the event of any past due invoice, Mega Hertz may charge interest from the payment due date to the date of payment (at 1-1.5% per month), plus reasonable attorney fees and any collection costs. Mega Hertz may change the terms of Customer’s credit at any time. If pre-approved credit has not been established, Customer agrees to prepayment via wire transfer, Credit Card or any mutually acceptable form.
5. DELIVERY AND TITLE. Unless Mega Hertz has been instructed otherwise, Product shipments will be made FOB place of origin (shipping point). Customer is responsible for all shipping costs and any applicable surcharges, unless prior arrangements have been mutually agreed to. Shipping charges will appear as a separate line item on Mega Hertz invoices. Mega Hertz does its best to provide “estimated” only delivery dates and is not liable for delays which may occur. Mega Hertz reserves the right to make partial shipments and Customer agrees to accept delivery and pay for the Products delivered. A delayed delivery of any portion of a customer purchase order does not entitle Customer to cancel other deliveries. Title and Risk of loss, passes to Customer upon delivery of the Products to the carrier.
6. ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS. Customer must notify Mega Hertz in writing of any damage, shortage, or other discrepancy to Products within 5 business days following delivery. After the 5 th day, Customer is deemed to have accepted the Products and may not revoke acceptance. Damaged carton or missing carton claims must be filed by the Customer with the carrier, at time of shipment delivery. Hidden shortage claims must be filed with Mega Hertz in writing within 5 days. Customer cannot return Products without a Mega Hertz return material authorization (“RMA”) number. Contact your Mega Hertz Account Manger to obtain authorization for return. Returned Products must be in original manufacturer’s shipping cartons, in new condition and be returned per the RMA instructions within 30 days to be eligible for credit. Customer shall return all Products, freight prepaid, insured for value; return and/or restocking fees may apply depending upon manufacture. Original outbound freight charges will not be credited. Products returns received after 30 days following delivery will receive credit on account.
7. MEGA HERTZ’S LIMITED WARRANTY. Customers inherit any and all manufacture Product warranties and indemnities, authorized by the manufacturer, including any transferable warranties and indemnities for intellectual property infringement on Product purchases from Mega Hertz. Mega Hertz warrants Products conform to the manufacturer’s specifications. Services performed by Mega Hertz will conform to the Mega Hertz scope-of-work provide and ordered by the Customer. Mega Hertz makes no other Product warranty, express or implied. If Products do not conform to the manufacturer’s specifications or if services provided by Mega Hertz do not meet the defined scope-of-work, Mega Hertz has the option to (1) repair the Products, (2) replace the Products; or (3) issue an appropriate refund.
8. LIMITATION OF LIABILITY. Mega Hertz is not liable for and Customer is not entitled to any indirect, special, incidental or consequential damages; for example – loss of profits or revenue, loss of data, loss of use, injury to reputation, or loss of customer(s). Customer’s recovery from Mega Hertz for any direct damages will not exceed the price of the product at issue.
9. FORCES BEYOND MEGA HERTZ CONTROL. Mega Hertz is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond its reasonable control, (for example: acts of God, acts or omissions of the Customer, man-made or natural disasters, epidemic or medical crises, materials shortages, strikes, acts of terrorism, delays in transportation, or inability to obtain labor or materials through its regular sources).
10. USE OF PRODUCTS. Products sold by Mega Hertz are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or catastrophic property damage. If Customer uses or sells the products for use in any such applications, Customer acknowledges that such use or sale is at Customer’s sole risk. Customer will indemnify, defend and hold Mega Hertz and the Product manufacturer harmless from and against any and all liabilities and costs arising out of or in connection with such use or sale. Customer acknowledges it will indemnify, defend and hold Mega Hertz harmless for any claims on Customer use of Product in combination with other Products which violates any patent or intellectual property.
11. EXPORT/IMPORT. Certain Products sold by Mega Hertz and other related technology and documentation may be subject to export control laws, regulations and orders of the United States and the export or import control laws and regulations of other countries. Customer acknowledges, it will not directly or indirectly export or divert any Products and other related technology and documentation to any third party or country where such export or transmission is restricted or prohibited. Customer agrees, it is responsible to obtain any license to export re-export, or import as may be required.
12. PRODUCT INFORMATION. Product information, including information related to a Product’s specifications, export/import control classifications, uses or conformance with legal or other requirements, is obtained by Mega Hertz from its suppliers or other sources. Such information is provided by Mega Hertz on an “AS IS” basis. Mega Hertz makes no representation as to the accuracy or completeness of the Product information. All Product information is subject to change without notice. Mega Hertz is not responsible for typographical or other errors or omissions in Product Information.
13. GENERAL.
    a. The laws of the State of Texas will exclusively govern any dispute between Mega Hertz and Customer.
    b. Customer may not assign this Agreement without the prior written consent of Mega Hertz.
    c. Modification to this Agreement or any special contract Terms and Conditions of Sale can only be made in writing and must be signed by authorized representatives of both Mega Hertz and Customer.
    d. Statements or advice (technical or otherwise) given without charge, are an accommodation to Customer and Mega Hertz has no responsibility or liability for the content or use of such statements or advice.
    e. Mega Hertz failure to object to any document, communication, or act of Customer will not be deemed a waiver of any of the Terms and Conditions of this Agreement.
    f. Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses.
    g. Customer and Mega Hertz will comply with applicable laws and regulations.
    h. Mega Hertz reserves the right to modify and post any Terms and Conditions of Sale changes on its website at www.go2mhz.com.
    i. The unenforceability of any of the above Terms or Conditions will not affect the remainder of the terms or conditions.

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