Terms and Conditions
General Provisions:
The terms and conditions set forth herein (the “Terms and Conditions”) apply to all proposals and quotations submitted by MCS Engravers, Inc. (“MCS Engravers”), to all purchase orders received by MCS Engravers from a Customer, and to all Products and Services provided by MCS Engravers to the Customer. “Products” as used herein shall mean one or more of the following: (1) Machines, Machine Parts, and Embedded Software (2) CAD/CAM Software including Dongles and (3) Consumable Materials, sold under MCSEngravers. “Services” shall mean any services provided to the Customer related to the Products, including repairs, maintenance and training on the use of the Products. Gravotech and the Customer shall be referred to herein individually as a “Party” and collectively as the “Parties.”
In the event that these Terms and Conditions conflict with any other written agreement between MCS Engravers and the Customer, these Terms and Conditions shall prevail, unless a written agreement signed by an authorized representative of each Party expressly modifies these Terms and Conditions. These Terms and Conditions replace and supersede any prior agreements between MCS Engravers and the Customer related to the Products or Services. Any standard terms and conditions contained in a Customer’s purchase order or other written document exchanged with MCS Engravers and the Customer are of no force and effect unless expressly acknowledged in writing by an authorized representative of MCS Engravers.
No binding agreement to provide Products or Services shall exist until such time as the Customer’s purchase order is accepted and approved by MCS Engravers at its home office. Notice of such approval may be furnished to the Customer in the form of a written acknowledgment, or by shipment of the Products, or provision of the Services requested by the Customer.
MCS Engravers may correct unilaterally any mathematical and typographical errors in price quote or purchase order and shall promptly notify the Customer of such corrections. A course of performance, course of dealing, or customs in the trade shall not constitute a modification or waiver by MCS Engravers of any of these Terms and Conditions.
Prices and Payment:
Prices contained in MCS Engraver's published price lists, if any, are subject to change without notice. Prices contained in individual written quotations or proposals are subject to change without notice after thirty (30) days from the date of the quotation. The Customer should verify any pricing changes for quotes older than thirty (30) days before submitting a purchase order. Any changes requested by the Customer to a price quotation or purchase order may result in increased charges by MCSEngravers in its sole discretion.Quoted prices do not include taxes or other governmental levies such as customs duties, if any. Customer is solely responsible for paying all taxes or governmental levies resulting from MCS Engraver’s provision of any Products or Services provided hereunder. Customer shall pay all government fees levied on the installation and inspection of the Products. Customer shall pay upon receipt all invoices rendered by MCS Engravers for any such items or services MCS Engravers may provide.
All prices are quoted in United States dollars and payment shall be made by the Customer in United States dollars, no later than thirty (30) days after invoice date. All amounts not paid to MCS Engravers when due shall incur a carrying charge of one point five percent (1.5%) per month to the extent allowed by law and otherwise at the highest written contract rate allowed by law.
In the event that payment is conditioned on post-shipment Services to be provided by MCS Engravers, such as installation, Customer shall be responsible for any documented increased costs caused by Customer’s failure to reasonably cooperate in facilitating such Services, and any amounts which remain to be paid shall become immediately due and payable.
In the event Customer cancels a Purchase Order, or any term therein, with or without cause, after acceptance by MCS Engravers of such purchase order but prior to delivery, Customer shall pay to MCS Engravers as liquidated damages an amount equal to twenty-five (25%) percent of the cancelled Purchase Order, which the Parties agree is a reasonable pre-loss estimate of the damages caused to MCSEngravers by such cancellation.
Shipping and Delivery:
General Shipping dates are estimates based on MCS Engraver's present engineering and manufacturing capacity and scheduling, and may be revised by MCS Engravers upon receipt or scheduling of Customer's purchase order. All shipping dates are approximate and shall be computed from the date of entry of the order on MCS Engraver's books. All shipping dates are further subject to Gravotech's prompt receipt from Customer of a written purchase order or acceptance, letter of credit, down payment, and other conditions as specified in the accepted Purchase Order, and of all drawings, specifications, information and approvals necessary to provide Products and to grant any credit proposed in the accepted Purchase Order.All Products shall be delivered F.C.A. MCS Engraver's dock (Incoterms ® 2010 ICC) unless otherwise agreed in writing by both Parties. All transport costs are borne by the Customer. All risk of loss or damage to Products ordered by Customer shall pass from MCS Engravers to Customer according to the Incoterm provided in article 3.1.2. MCS Engraver's non-compliance to the accepted Purchase Order shall not affect the passing of the risk of loss to Customer notwithstanding any provision of law to the contrary. Notwithstanding the above, the Products delivered shall remain property of MCSEngravers until MCS Engravers has received payment in full. Until the title to the Products has passed to Customer, Customer shall keep the Products separate from those of Customer and third parties, and keep them properly stored, protected, insured and identified as property of MCS Engravers. Customer shall be entitled to resell these Products in the ordinary course of its business but shall account to MCS Engravers for the proceeds of sale of these Products.
In all cases, late deliveries cannot lead to the cancellation of the orders, either wholly or partly, nor can they give right to penalties except when expressly and beforehand accepted by MCS Engravers and mentioned in the acknowledgment of receipt of the Order with regard to their quantity and their conditions.
Any additional costs associated with a delivery of replacement Products and Parts (including during the warranty period) will be at Customer’s expense, including expedited freight.
If shipment of any item or other performance by MCS Engravers is delayed at the request of or due to the fault of Customer, MCS Engravers may, at its option, elect to: (1) hold the item at the risk and expense of the Customer for later shipment, or (2) cancel Customer’s order and impose a 25% restocking fee. MCS Engravers shall not be in default because of its delay or failure to deliver or perform resulting, in whole or in part, from: (i) any foreign or domestic embargoes, seizures, acts of God, insurrections, acts of war or terrorism, or the adoption or enactment of any law, ordinance, regulation, ruling or order, or (ii) the lack of usual means or transportation, fires, floods, explosions, strikes or any other accidents, contingencies, or events, at MCS Engraver's facilities or elsewhere (whether or not beyond MCS Engraver's control) which directly or indirectly interfere with, or render substantially more burdensome MCS Engraver's production, delivery, or performance.
Drawings, Specifications, etc.
All drawings, specifications, technical documentation, samples, prototypes and Products shall be deemed approved and/or accepted by Customer if Customer does not provide a written objection and/or rejection within five (5) days of receipt or other reasonable time established by MCS Engravers. Any objection and/or rejection by the Customer must be in writing and state with specificity all defects and non-conformities upon which Customer will rely to support its rejection. Failure to provide such timely notice constitutes a waiver of any such claims by Customer.Installation and setting up:
All Products shall be assembled and installed by and at the expense of the Customer. Customer shall be responsible for providing premises that are suitable for the installation of the Products. MCS Engravers shall not be responsible for any structural or other alterations to the Customer’s premises required to permit the installation.If the Customer is installing the Products, MCS Engravers may furnish, upon request and without additional cost or creating liability to MCS Engravers, written instructions for installing, maintaining, and operating the Products. In such case, installations must comply with MCS Engraver’s installation and directions for use.
At Customer's request and upon acceptance of MCS Engraver's quote, MCS Engravers may furnish personnel and equipment to assist in the installation and/or start-up of the Products. Unless otherwise specified, Customer shall pay Gravotech its prevailing per diem rates for such personnel and equipment plus reasonable transportation, food, lodging and other travel expenses. Customer shall have competent supervisory, maintenance and operating personnel present when MCS Engraver's personnel are performing such services. Whilst MCS Engravers is installing the Products, Customer shall be responsible for taking and maintaining appropriate insurance policies to cover MCS Engravers and its agents whilst on Customer’s premises.
It is the Customers responsibility to provide all proper devices, tools, training, and other means that may be necessary effectively to protect all personnel from serious bodily injury which otherwise may result from the method of particular installation, use, operation, or service of the Products. Manuals furnished by MCS Engravers; ANSI Safety Standards; EPA, OSHA and similar state regulations and other sources should be used by Customer to insure the safe use of the Products. If Customer fails to comply with the obligations set forth in this section, Customer shall indemnify and hold MCS Engravers harmless from any liability or obligation incurred by MCS Engravers to property or persons injured directly or indirectly in connection with the operation of the Products and all warranties of MCS Engravers shall become automatically void.
Without prejudice to any other of these conditions, MCS Engraver’s sole liability in the event of any defect in its installation of the Products shall be to remedy that defect at its own expense. Except for liability for death or personal injury arising out of MCSEngraver’s gross negligence, MCS Engravers shall not be liable for any other loss or damage of whatever nature suffered by the Customer arising out of the supply and installation of the Products at the Customer’s premises. MCS Engravers shall not be liable for any business interruption, economic loss, loss of profits, or of business opportunity, and shortfall in earnings.
The Customer shall be solely responsible for ensuring that the Products are used in compliance with all applicable federal, state and local laws and ordinances.
Customer must contact MCS Engravers requesting warranty coverage plus a return authorization number and other instructions for the return of Products to MCS Engravers. If requested by MCS Engravers, Customer shall issue a new purchase order or amendment to MCS Engravers for replacement parts, subject to MCS Engravers issuing a credit memo if Customer's claim for warranty coverage is approved. Customer must comply with MCS Engravers's return instructions (including return of the Products) within thirty (30) days or the claim shall be deemed conclusively to have been abandoned. Customer is responsible for properly tagging, identifying, and packing returned Products. Products returned without compliance with the above procedures shall be returned to Customer at its own cost.
Customer's remedies shall be limited (even in the event of MCS Engraver's default of its warranty obligations) exclusively to those provided in this section. UNDER NO CIRCUMSTANCES SHALL MCS ENGRAVERS BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL OR LIQUIDATED DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF BUSINESS, LOSS OF PROFITS, OPPORTUNITIES OR PRODUCTION, OR SHORTFALL IN EARNINGS WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Customer waives any causes of action or theories of liability including, but not limited to, those arising under contract, tort, strict liability, product liability, statutes, or otherwise, except as specifically provided by the UCC, as modified and limited herein. The replacement or repair of Products by MCS Engravers does not give rise to any new warranty except the warranty period provided for herein shall be extended by the length of any period from the date the defective or non-conforming Products are received by MCS Engravers until the date repaired or replacement Products are delivered to Customer.
MCS ENGRAVERS DISCLAIMS ALL IMPLIED WARRANTIES (OTHER THAN PRODUCT TITLE) INCLUDING BUT NOT LIMITED TO THOSE OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT. MCS Engravers does not warrant that the Products will comply with the requirements of any safety or environmental code or regulation of any federal, state, municipality or other jurisdiction beyond the specific express warranties in these Terms and Conditions. MCS Engravers does not warrant the accuracy of the patent rights or any other Intellectual property rights of the Products or their non-infringement upon other intellectual property rights.
Parts, Service and Training Performed by MCSEngravers:
All warranty and non-warranty parts, inspection, labor, service, software, and training, if any, provided by MCS Engravers or it’s agents and contractors (including those provided under purchase orders subsequent to the Agreement) related to the Products are subject to all limitations and disclaimers of warranties and remedies provided in these Terms and Conditions.Shall MCS Engravers provide its staff on Customer’s site, Customer shall ensure access to the Products during or after provision of the Services. Shall Products not be accessible, MCS Engravers may charge to Customers extra fees in consideration to the impossibility for its staff to work.
MCS Engravers is not under any duty to inspect the Products for any defects or any improper use or modification of the Products nor to correct or advise the Customer of any such condition, use or modification, which is observed. Any notification which may be given is voluntary and subject to all limitations and disclaimers in the Terms and Conditions or any other Agreement.
OUT OF WARRANTY PERIOD:
Out of warranty period, repair works can only be carried out after Customer has agreed in writing on the estimation costs. Without such an agreement within one (1) month from the date of the assessment, all fitting and appraisal costs shall be borne by Customer. Shall Customer ask for repair before any assessment of the costs, fitting, repairs and tests works shall be carried out upon receipt of Customer’s written order, inducing a complete agreement on their costs in consideration of MCS Engraver‘ s prices in force at the date of the repair.Customer shall defend, indemnify and hold MCS Engravers harmless from and against any and all third party claims including infringement claims, damages, and expenses (including reasonable attorney fees) under theories of tort, product liability, negligence (ordinary or gross), warranty, contract, statute, or otherwise arising out of the use, storage, sale, processing or other disposition of the Products, supplies or materials used in connection with the Products, or parts manufactured with the Products, if the action or inaction of the Customer or its employees, customers or agents, or the Customer's design and or technical specifications, or request for customization were a material or proximate cause of injuries or damages giving rise to claims against MCSEngravers.
Consequential, Incidental, and Other Damages:
CUSTOMER AND THIRD PARTIES SHALL NOT BE ENTITLED TO RECOVER ANY, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES, AS DEFINED IN THE UCC OR OTHERWISE. This limitation shall be enforced regardless of whether MCS Engravers has defaulted in its warranty or other obligations. Any legal inability to limit or restrict the right of the Customer or a third party to such damages shall not affect the right of MCS Engravers to indemnification hereunder, and under no circumstance shall Customer recover more than the purchase price of the concerned Product.Proprietary Information.
Customer acknowledges that any information disclosed to MCS Engravers has not and will not be confidential or a trade secret unless clearly and conspicuously noted on the disclosure, or in some other writing delivered to MCS Engravers at or prior to the time of the disclosure. Otherwise, MCSEngravers shall be under no obligation to refrain from using in its business any information, manufacturing processes or non patented disclosures which may pass to it from Customer in the performance of the Agreement.All proposals, plans, specifications, drawings, commercial information and other information furnished by MCS Engravers in bidding, negotiating and performing the Agreement, are confidential and the property of MCS Engravers and shall not be shown or disclosed to any other bidder, nor to any third party nor used by Customer except as may be necessary for the selection or use of the Products.
Time for Bringing Action:
Any proceeding by the Customer for breach of these Terms and Conditions or any related Agreement or any other right against MCS Engravers arising from or in connection with the payment cannot be filed nor maintained unless: (i) it is commenced within one (1) year after the cause of action has accrued; and (ii) Customer has given timely written notice to MCS Engravers of its claim as provided herein; and (iii) Customer deposits the unpaid portion of the purchase price with the tribunal pending final adjudication. A cause of action shall accrue no later than shipment of the Products.
Why Choose MCS Engravers, Inc.?
With over 40 years experience in the industry, we fully understand the specifications required by the industrial / commercial customer and look forward to providing you with the best products, technology, and service to merit your business.
We pride ourselves on delivering quick turnaround whenever possible.
"Good enough is failure; therefore, only the best will do."
What We Do...
We offer a variety of labeling products with each category having its own unique process. We can produce identification tags needed on control panels, lamacoid tags for manifolds, switches, safety gates and robot cells, or equipment tags to show flow patterns, maintenance instructions or various caution and warning situations.
Whether it is rotary engraved legend plates, lasered stainless steel, printed aluminum, or Gravoply plastic sheet stock, there is a labeling technique that will fit your needs.