Morgan Dynamic Research
Terms and Conditions of Sale
BASIS OF SALE
These Terms and Conditions of Sale (these “Terms”) shall be the sole terms and conditions governing the sale of all products (“Products”) by Morgan Dynamic Research, LLC (“Morgan Dynamic Research”, “MDR”, “we,” “us” or “our”), to the party listed on the purchase order or other order documentation (the “Purchaser”), regardless of whether Purchaser submitted a purchase order electronically through the MDR website or through a written purchase order (collectively, “Purchase Order”).
MDR’s acceptance of Purchaser’s order is expressly conditioned on Purchaser’s acceptance of these Terms and conditions. Purchaser shall be deemed to have accepted these Terms upon submitting a Purchase Order to Morgan Dynamic Research and shall become a binding contract between MDR and Purchaser. No variation to these Terms shall be binding unless expressly agreed in writing by Morgan Dynamic Research. MDR’s failure to object to any provision contained in any communication from Purchaser shall not be deemed a waiver of any provision hereof. In addition to these Terms, the terms contained within the other MDR documents, including MDR’s Product warranties may apply to your purchase.
ACCEPTANCE OF ORDER
Purchaser may offer to purchase Products under these Terms by submitting a Purchase Order to MDR. Fulfillment of any Purchase Order is subject to Product availability and acceptance of the Purchase Order by Morgan Dynamic Research. Each Purchase Order will be subject to MDR’s acceptance or rejection, at MDR’s sole discretion. MDR is under no obligation to accept or fulfill any Purchase Order. MDR reserves the right to correct any typographical or clerical errors in prices, specifications or acknowledgments.
Each Purchase Order will indicate the desired quantities of Product and the Item Number for each Product ordered. MDR specifically rejects any additional, different, or inconsistent terms or conditions proposed by Purchaser in any Purchase Order, unless MDR expressly agrees to such terms in writing. While these Terms are fixed at the time of acceptance of a Purchase Order, these Terms are subject to change without notice from one Purchase Order to the next.
All prices are invoiced and payable in U.S. Dollars. Any quoted price for Products expires after thirty (30) days, unless otherwise expressly stated in writing. Prices are subject to change without prior notification. Prices do not include freight or delivery charges or taxes (sales, excise, use, ad valorem, etc.) or any export or import duties. Those charges may be prepaid by MDR and added to Purchaser’s invoice.
All payments to Seller shall be made in U.S. Dollars. Immediate payment will be required at the point of checkout when placing an order to secure your Products. All online orders are processed via PayPal. Orders will be processed within 24-48 hours of receipt of such order depending on the time and day the order was placed. There may be some instances where your order may be delayed, and delivery will take longer than expected, for example if the Product(s) ordered are out of stock or other circumstances. In the event of any delay in the processing and delivery of your order, MDR will contact the Purchaser to notify of such delay.
Unless otherwise agreed to by MDR payment must be received by MDR prior to our acceptance of an order.
Prices do not include applicable taxes or duties. Purchaser is solely responsible for paying all applicable taxes and duties. Unless Purchaser provides MDR with a valid and correct tax exemption certificate applicable to your purchase of Product and the shipping location, you are responsible for sales and other taxes associated with the order.
SHIPPING, DELIVERY AND INSPECTION
Unless specific instructions to the contrary are supplied by Purchaser, MDR shall select the method and carrier for delivery of all Products and ship the Products to the address indicated in Purchaser’s Purchase Order. Title and risk of loss or damage to the Products shall pass from MDR to Purchaser upon delivery to a carrier at point of shipment. Any subsequent loss or damage will not relieve Purchaser from its obligations.
Delivery time of your Products varies. MDR will communicate to Purchaser an estimated shipment and delivery date. However, information regarding estimated shipment and delivery date are approximate only and do not constitute any guarantee of shipment, delivery, or performance on any particular date. Under no circumstances shall MDR be liable to Purchaser for any damage, loss, or expense incurred by Purchaser if MDR fails to meet the estimated delivery date.
Title to and risk of loss for Products will transfer from MDR to Purchaser upon MDR’s delivery to the designated shipping carrier. All Products in shipment are covered by the carrier’s insurance. Purchaser shall be responsible for making all claims with carriers, insurers, and others for non-delivery, loss, damage or delay.
Any claim for missing items or defective Products must be within 21 days of shipment or MDR cannot be held responsible for these issues. MDR will not assume any liability in connection with the shipment or constitute any carrier as its agent.
For international shipments, Purchaser is importer of record and is responsible for all import duties, taxes and any other expenses incurred, or licenses or clearances required.
Morgan Dynamic Research shall not be liable to Purchaser or deemed to be in breach of these Terms or the applicable Purchase Order for any loss or damage by reason of any delay in performing, or any failure to perform any of our obligations under these Terms, or from any delay in delivery or failure to give notice of delay when such delay was due to any cause or event beyond our reasonable control, including, without limitation, acts of nature, strikes, power outages, inclement weather, fire, government interference, and the like, unavailability of supplies or sources of energy, riots, terrorist acts, sabotage, delays in transportation, delays in delivery or defaults by MDR’s vendors, or acts or omissions of Purchaser. MDR shall be excused from making deliveries hereunder to the extent of such prevention, restriction or interference. In the event of delay due to any such cause, time for delivery shall be extended for a period of time equal to the duration of such delay and Purchaser shall not be entitled to refuse delivery or otherwise be relieved of any obligations as a result of the delay. In the event of delay due to any such cause MDR will contact Purchaser to advise of any delay.
If you wish to cancel an order prior to receiving it, any such request must be made in writing and such action must be approved in writing by Morgan Dynamic Research. MDR, at its option, may accept or reject any such request by Purchaser, and reserves the right to impose charges on Purchaser in connection therewith.
This return policy applies only to purchases directly from Morgan Dynamic Research. You may return eligible Products for a credit or a refund of the purchase price paid, less shipping and handling fees. We encourage you to let us know of any concerns you have with your Product before returning it to MDR.
If you are not satisfied with a purchase you have made from Morgan Dynamic Research, please contact us at [email protected]
or by phone, 603-276-1648 within 30 days from the date on the packing slip or invoice for return instructions and authorization. Any product returned to MDR without prior authorization from MDR will be considered an unauthorized return, and you will not receive credit for the Product and MDR will not ship the Product back to you.
Any returned Products must be undamaged or abused. Damaged Products will not be accepted as returns. We recommend insuring your returned Product, as MDR cannot be responsible for lost or damaged shipments. It is MDR policy not to accept returns deemed damaged by the carrier.
THE LIMITED WARRANTIES APPLICABLE TO MORGAN DYNAMIC RESEARCH PRODUCTS CAN BE FOUND IN THE DOCUMENTATION MDR PROVIDES WITH ITS PRODUCTS. MDR MAKES NO OTHER WARRANTIES FOR ITS PRODUCTS, AND MAKES NO WARRANTIES WHATSOEVER FOR SERVICE, SOFTWARE, MAINTENANCE OR SUPPORT OR FOR ITS PRODUCTS. SUCH PRODUCT, SOFTWARE, SERVICE, MAINTENANCE OR SUPPORT IS PROVIDED BY MDR “AS IS”. SOME STATES DO NOT ALLOW LIMITATIONS OF IMPLIED WARRANTIES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
MDR DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, MDR WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT, MDR IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT INVOICED FOR THE APPLICABLE PRODUCT. SOME JURISDICTIONS MAY NOT ENFORCE ALL OF THESE LIMITATIONS, AND ONLY THE LIMITATIONS THAT ARE LAWFULLY APPLIED TO YOU IN YOUR JURISDICTION WILL APPLY.
RESTRICTIONS ON USE
Use restrictions are conditions to the purchase of certain Products. Purchaser must strictly comply with all use restrictions with respect to Products, which may be set forth on MDR’s website, on the Product, in any documentation or label accompanying the Product or otherwise provided in writing to Purchaser (each a “Use Restriction”). For clarity, the Use Restrictions include Purchaser’s compliance with all policies or procedures in effect, all applicable federal and state laws and regulations.
Any Warranty granted by MDR with respect to the Products may be deemed void, at the sole discretion of MDR, if any Product covered by such Warranty is used for any purpose not permitted hereunder or otherwise in violation of any Use Restriction. Purchaser shall not re-sell, assign, transfer or distribute the Products to any other reseller without express written permission to do so from MDR.
LIMITATIONS OF ACTIONS
Any action for a breach of contract arising out of MDR’s acceptance of Purchaser’s order or arising out of Purchaser’s acceptance of Product supplied must be commenced within one year after the cause of action has accrued.
These Terms constitute the entire agreement between the parties hereto relating to the subject matter hereof, whether oral or written, and supersede all prior agreements, communications and understandings between the parties.
No failure by MDR to exercise any right accruing to it by virtue of the manufacturer/purchaser relationship or under any contract of sales entered into with the Purchaser shall operate as a waiver thereof or preclude the exercise of any other right or privilege by MDR. These Terms may not be amended, altered, modified, rescinded, supplemented, or terminated without MDR’s prior written consent.
These Terms are not assignable by Purchaser without MDR’s prior written consent and any unauthorized attempt to assign any rights, duties or obligations arising hereunder shall be void. Morgan Dynamic Research may, as it deems necessary, subcontract any part of the work or services to be provided pursuant to these Terms. These Terms shall be binding upon each party and their successors and permitted assigns.
GOVERNING LAW AND VENUE
These Terms, and any and all disputes, claims and controversies between the parties, whether, directly or indirectly, arising from or relating to these Terms or arising from alleged extra-contractual facts including, without limitation, fraud, misrepresentation, negligence or any other alleged tort or violation of contract, shall be governed by, construed, and enforced in accordance with the laws of the State of New Hampshire, without reference to its conflicts of law principles. Purchaser agrees that the sole jurisdiction for all actions related to the subject matter hereof shall be the state and federal courts located in the State of New Hampshire, and consents to venue in Grafton County, New Hampshire. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from these Terms.
If for any reason a court of competent jurisdiction finds any term or provision of these Terms or applicable Purchase Order to be invalid or unenforceable, the remaining terms and provisions shall survive and will continue in full force and effect, with any necessary modification to become a part hereof and treated as though contained in this original Agreement.
THIRD PARTY BENEFICIARIES
No provision in these Terms confers any benefits, rights, or remedies to any person or entity other than Purchase or MDR.
These Terms will prevail notwithstanding any different, conflicting, or additional terms that may appear on any Purchase Order or other writing not expressly incorporated herein, including, but not limited to, data sheets, application notes, purchase order acknowledgements, and online communications.
Revised: June 28, 2018