Terms of Sale
This document contains the terms and conditions that apply to Customer’s purchases of Products from Miranda Solutions Group, LLC. Acceptance of Customer’s order is based on these terms and conditions of sale applying. By accepting delivery of products from MSG, Customer agrees to be bound and to accept these terms and conditions. These terms and conditions shall apply unless Customer and MSG have signed a separate purchase agreement with different terms and conditions which expressly control.
- Terms of Sale:Payment terms are net 30 days from invoice date with approved credit. If credit has not been established with MSG, terms shall be designated as payment in advance. MSG reserves the right at any time and for any reason to require payment in advance, or otherwise to modify, suspend, or terminate any credit terms previously extended to Customer. MSG shall be entitled to refuse or delay shipments for failure by Customer to pay within terms any payments due MSG, whether on this or any other contract between MSG and Customer. All shipments are F.O.B. Origin. The full purchase price shall be invoiced upon delivery to a common carrier. A 1.5% per month service charge, or the maximum permitted by law, whichever is less, may be added to delinquent accounts. In the event that it becomes necessary for MSG to incur collection costs to collect any amount due and payable, Customer agrees to pay such additional collection costs, charges and expenses, including attorney’s fees if the account is placed in the hands of an attorney or an agency for collection. Prices are subject to change without notice. Payments should be made according to the instructions on the face of the invoice, based on one of the forms of payment described in section 4 of this document.
- Order Placement: MSG will accept orders in person, over the phone and via email. To place an order via telephone, please contact your MSG sales representative at +1-703-239-3862 between the hours of 9:00 a.m. – 5:00 p.m. EST.
- Specials: From time-to-time, MSG will offer specials online sales and discounted items. Inventory is limited. Specials are first come, first served; no rain checks are available on web special product(s).
- Payment for Hardware: Acceptable forms of payment include credit card payment through our online store or via a sales associate (VISA, MasterCard, AMEX or Discover), check or money order. All payments are in United States of America (USD) currency only. Orders paid via check will be held for a minimum of five (5) business days to allow for proper funding to occur. MSG reserves the right to discontinue services provided for free at any time. If this service is to be discontinued, all users will receive notice 60 days prior to service termination, and be provided with the option to change/upgrade to any comparable service.
- Payment for Monitoring Services: Payment for monitoring services shall proceed based on the pre-negotiated terms of monthly, annually or prepaid service term, with the first services billed upon initiation of the service. Acceptable forms of payment include credit card payment through online payment or via a sales associate, check or money order. All payments are in United States of America (USD) currency only. Orders paid via check will be held for a minimum of five (5) business days to allow for proper funding to occur.
- Add-on Data Service Plan/Agreement: Cellular or Satellite gateways plans require activation of either a month-to-month or 2-year service agreement (paid monthly) unless otherwise noted. If a customer wishes to cancel a service agreement before the end date, an early termination fee will apply.
- Payment for Add-on Data Service Plan: Cellular or Satellite data fees are based upon a monthly, usage with minimum charges at the beginning of the monthly billing cycle. If data usage exceeds the (pre-paid) billable allowance, automatic billing will occur for the next billable increment at that point (and so-on). Data usage resets at the beginning of the customers billing cycle each month. Customer is obligated to stay current with all data plans unless purchased under a bundle service plan. Failure to do so may result in suspension or termination of service, in which case, early termination fees or a reconnection fee may apply. Automatic billing will be applied to a credit card. If a credit card is not available, the customer will be invoiced. Manually generated service invoices will incur a $5 handling fee.
- Shipping Times, Charges and Taxes on Hardware: Orders received before 2 p.m. EST will be shipped the same business day via UPS or FedEx if all items are in stock. Orders received after 2 p.m. will be processed for shipment the following business day (MSG’s regular business hours are Monday through Friday, 9 a.m. – 5 p.m. ET) if all items are in stock. All orders are delivered Monday through Friday unless you call your sales representative in advance to request a Next Day Air Saturday delivery for an extra charge (please contact your sales representative to find out charges). If you are already established with another carrier and can provide MSG with a shipping number, MSG will ship via your specified carrier. Unless Customer provides MSG with a valid and correct tax exemption certificate applicable to the product ship-to location prior to MSG’s acceptance of the order, Customer is responsible for sales tax, any value added or import taxes associated with the order. If applicable, a separate charge for taxes will be itemized on the invoice.
- International Customers: MSG is not responsible for any brokerage, customs fees, or country taxes. The actual value of all orders is indicated on the invoice, and restatements using lower values are not permitted.
- Title and Risk of Loss:Title to products and risk of loss passes from MSG to Customer upon shipment from MSG’s facilities and delivery of the product to a common carrier. Title to software will remain with the applicable licensor(s).
- Claims for Missing or Damaged Goods:Any claims by Customer for the omission of products in the shipped goods, shortages of product, or damaged goods in a shipment are waived by Customer unless Customer provides notice to MSG within 15 days after Customer’s receipt of shipment.
- Limited Warranty:(a) MSG warrants that MSG-branded products will be free from defects in materials and workmanship for a period of one (1) year from the date of shipment with respect to hardware and will materially conform to their published specifications for a period of one (1) year with respect to software. MSG may resell sensors manufactured by other entities and are subject to their individual warranties; MSG will not enhance or extend those warranties. MSG does not warrant that the software or any portion thereof is error free. MSG will have no warranty obligation with respect to Products subjected to abuse, misuse, negligence or accident. If any software or firmware incorporated in any Product fails to conform to the warranty set forth in this Section, MSG shall provide a bug fix or software patch correcting such non-conformance within a reasonable period after MSG receives from Customer (i) notice of such non-conformance, and (ii) sufficient information regarding such non-conformance so as to permit MSG to create such bug fix or software patch. If any hardware component of any Product fails to conform to the warranty in this Section, MSG shall, at its option, refund the purchase price less any discounts, or repair or replace non-conforming Products with conforming Products or Products having substantially identical form, fit, and function and deliver the repaired or replacement Product to a carrier for land shipment to customer within a reasonable period after MSG receives from Customer (i) notice of such non-conformance, and (ii) the non-conforming Product provided; however, if, in its opinion, MSG cannot repair or replace on commercially reasonable terms it may choose to refund the purchase price. Repair parts and replacement products may be reconditioned or new. All replacement products and parts become the property of MSG. Repaired or replacement products shall be subject to the warranty, if any remains, originally applicable to the product repaired or replaced. Customer must obtain from MSG a Return Material Authorization Number (RMA) prior to returning any Products to MSG. Products returned under this Warranty must be unmodified. MSG reserves the right to repair or replace products at its own and complete discretion. Customer must obtain from MSG a Return Material Authorization Number (RMA) prior to returning any products to MSG. Products returned under this Warranty must be unmodified and in original packaging. MSG reserves the right to refuse warranty repairs or replacements for any products that are damaged or not in original form. (b) As a condition to MSG’s obligations under the immediately preceding paragraphs, Customer shall return Products to be examined and replaced to MSG’s facilities, in shipping cartons which clearly display a valid RMA number provided by MSG. Customer acknowledges that replacement products may be repaired, refurbished or tested and found to be complying. Customer shall bear the risk of loss for such return shipment and shall bear all shipping costs. MSG shall deliver replacements for Products determined by MSG to be properly returned, shall bear the risk of loss and such costs of shipment of repaired products or replacements, and shall credit Customer’s reasonable costs of shipping such returned Products against future purchases. (c) MSG’s sole obligation under the warranty described or set forth here shall be to repair or replace non-conforming products as set forth in the immediately preceding paragraph or to refund the documented purchase price for non-conforming Products to Customer. MSG’s warranty obligations shall run solely to Customer, and MSG shall have no obligation to customers of Customer or other users of the Products.
- Limitation of Warranty and Remedies.
THE WARRANTY SET FORTH HEREIN IS THE ONLY WARRANTY APPLICABLE TO PRODUCTS PURCHASED BY CUSTOMER. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. YOU ACKNOWLEDGE AND AGREE THAT THE PRODUCTS AND SERVICES FURNISHED BY MSG ARE NOT GUARANTEED TO BE UNINTERRUPTED OR ERROR-FREE. ADDITIONALLY, YOU AGREE THAT WE ARE NOT LIABLE FOR PROBLEMS CAUSED BY YOU OR A THIRD PARTY; BY WIRELESS CARRIERS, DATA CENTERS, BUILDINGS, ACCIDENTS, HILLS, NETWORK CONGESTION, TUNNELS, TOWERS, WEATHER OR OTHER THINGS WE DON’T CONTROL; OR BY ANY ACT OF GOD. FURTHERMORE, MSG SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY AND WARRANTIES, IMPLIED OR EXPRESSED, FOR USES REQUIRING FAIL-SAFE PERFORMANCE IN WHICH FAILURE OF A PRODUCT COULD LEAD TO DEATH, SERIOUS PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE SUCH AS, BUT NOT LIMITED TO, LIFE SUPPORT OR MEDICAL DEVICES OR NUCLEAR APPLICATIONS. PRODUCTS ARE NOT DESIGNED FOR AND SHOULD NOT BE USED IN ANY OF THESE APPLICATIONS. IF YOU NEVERTHELESS CHOOSE TO USE THE PRODUCTS, SOFTWARE, AND/OR SERVICES IN SUCH ACTIVITIES, YOU MUST NOT RELY ON THEM AS YOUR SOLE OR PRIMARY SOURCE OF MONITORING. MSG’S TOTAL AGGREGATE LIABILITY WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE SHALL NOT EXCEED THE PURCHASE PRICE PAID BY CUSTOMER FOR THE PRODUCT. UNDER NO CIRCUMSTANCES SHALL MSG BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. THE PRICE STATED FOR THE PRODUCTS IS A CONSIDERATION IN LIMITING MSG’S LIABILITY. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.
- Publicity: Customer agrees that MSG may use Customer’s name and logo in presentations, marketing materials, customer lists, financial reports, and Web site listings of customers. If Customer prefers that their name and/or logo not be used, they must notify MSG. If Customer wishes to use MSG’s trade names, trademarks, service marks, logos, domain names and other distinctive brand features (“Brand Features”), Customer may do so, so long as such use is in compliance with this Agreement.
- Indemnification: MSG shall defend or settle any claim, suit, or action against Customer based on an allegation that any Product purchased by Customer from MSG infringes any third party’s U.S. patent or copyright; provided, that Customer has made no modification or alterations to the product and that Customer gives MSG prompt written notice of any claim or suit, sole authority to defend or settle as it sees fit, and full cooperation. MSG may, at its sole option and expense (i) procure for Customer the right to continue using the product (ii) modify the product so that it is non-infringing (iii) procure a replacement product that has substantially the same functionality, or if none of the above options is reasonably available (iv) refund to customer the purchase price originally paid less a use credit for the period of use. MSG has no liability for any claim, suit or action based in whole or in part upon or arising out of compliance with Customer’s designs, specifications or instructions, modification of the Hardware or Software, or the combination of the Hardware or Software with products or items not furnished by MSG. THIS SECTION STATES MSG’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM, SUIT, OR ACTION ALLEGING INFRINGEMENT OF ANY THIRD PARTY PATENT OR COPYRIGHT.
- Order changes and cancellation policy:
- Orders for standard products
- Changes may be made to an order within 24 hours of confirmation. Each item changed or canceled after 24 hours will incur a 7% restocking fee. These changes also make the order subject to new lead times at the time of the change—rather than lead times when the originally quoted when the order was received.
- Orders for Customized Products and Special Orders
- A “Customized Product” is a Product that has been altered, at the request of the Customer, from its original form, fit or function. A “Special Order” is an order that exceeds the normal MSG run rate for a particular product by 20%. Purchase orders accepted for Customized Products or Special Orders are non-cancellable, non-returnable (NC/NR);
- General Provisions
- Standard lead times apply to all orders unless a specific lead time is quoted at the time of the order.
- MSG may adjust pricing in cases where orders no longer meet the original annual volume commitments.
- If the terms stated in this section conflict with terms in MSG’s written acceptance of a purchase order, the terms of the acceptance will control.
- Orders for standard products
- Software: All software is owned by MSG or a third party licensor who shall retain the exclusive right, title, and ownership of the software. Customer is granted a limited, personal, non-exclusive license, without the right to sublicense, to use the software only with the specific MSG manufactured hardware that such software is intended to operate with or, if not for use with specific MSG manufactured hardware, then for the use intended by the Product specification.
- Governing Law. THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF VIRGINIA. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Customer agrees to comply with all applicable laws and regulations of the various states and of the United States. MSG has separate terms and conditions governing resales and transactions outside the United States. Customer agrees to comply with all United States laws concerning export or re-export of products and related technology and documentation.
- Compliance with Laws. All MSG products and publications are commercial in nature. The software, publications, and software documentation available on this website are “Commercial Items”, as that term is defined in 48 C.F.R.§2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are defined in 48 C.F.R. §252.227-7014(a)(5) and 48 C.F.R. §252.227-7014(a)(1), and used in 48 C.F.R.?12.212 and 48 C.F.R. 227.7202, as applicable. Pursuant to 48 C.F.R. §12.212, 48 C.F.R.§252.227-7015, 48 C.F.R. §227.7202 through 227.7202-4, 48 C.F.R. §52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, MSG’s publications, commercial computer software, and commercial computer software documentation are distributed and licensed to United States Government end users with only those rights as granted to all other end users, according to the terms and conditions contained in the license agreements that accompany the products and software documentation, and the terms and conditions herein. These commodities, technology or software are exported from the United States in accordance with the Export Administration Regulations. Diversion contrary to U.S. law is prohibited.
- Export Restrictions. Customer agrees to comply with all applicable United States export control laws and regulations concerning export and re-export of Products, technology, and documentation, including without limitation, the laws and regulations administered by the United States Department of Commerce and the United States Department of State.
- Disputes. The parties agree that the courts of the Commonwealth of Virginia shall have exclusive jurisdiction over any claim or dispute or controversy (whether in contract, tort or otherwise) against MSG, its agents, employees, successors, assigns or affiliates arising out of or relating to this document, MSG’s Products advertising, or any related purchase. Customer agrees to appear in any such action and hereby consents to the jurisdiction of such court.
- Force Majeure. MSG shall not be liable for any damages or penalty for delay in delivery or for any other failure to perform in accordance with the terms and conditions hereof if such delay or failure to perform is due in whole or in part to factors beyond MSG’s reasonable control, including, but not limited to, delay in transportation or delay in delivery by MSG’s vendors.
- Severability. Any waiver of or modification to the terms of this Agreement will not be effective unless executed in writing and signed by MSG. If any provision of these terms and conditions are held to be unenforceable, in whole or in part, such holding shall not affect the validity of the other provisions of this document (in the event of any inconsistency between these terms and conditions and any other related agreements between Customer and MSG, the terms of this document shall prevail unless any other agreement(s) are signed by both parties and state its/their terms and conditions control).
- Entire Agreement. The terms and conditions set forth herein constitute the entire agreement between MSG and Customer. MSG’s offer to sell is expressly limited to the terms stated herein. MSG shall not be bound by any terms of Customer’s order which add to, modify, or are in any way different from the terms set forth in this document.
Inquiries or questions relative to invoices for MSG products should be directed to the sales department at (703) 239-3862 e-mail: firstname.lastname@example.org
Last Updated: 7/23/2019