Skip to content
Terms And Conditions
- Price. Price is quoted in U.S. dollars and may be accepted only within 30 days from the date of quotation by McIver Engineering & Controls Solutions, LLC. Quotations do not include taxes unless otherwise noted.
- Agreement. The agreement between McIver Engineering & Controls Solutions, LLC (McIver) and the buyer (“Buyer”) consists of the quotation letter and exhibits issued by McIver. and Buyer’s purchase order or other acceptance of McIver’s offer, together with any subsequent change orders (collectively, “this Agreement”).
- General Policy and Scope. The design concepts stated in this proposal may change as better concepts and designs are uncovered through further research and development during the actual design process. Any changes in requirements or machine functionality due to the Buyer after the purchase order has been received will be quoted as an Addendum, and the purchase order will be adjusted accordingly.
- Hazardous Materials. In accordance with the Federal Hazard Communications Standard Occupational Safety and Health Administration (OSHA) #29 C.F.R. 1910.1200, the Buyer must supply in writing to McIver the Safety Data Sheet(s) (SDS) for any products or materials which McIver. would have to handle which have been designated by OSHA as hazardous.
- Safety Risk Assessment. The Buyer is responsible for conducting a safety risk assessment of all equipment and its use, service, and maintenance procedures prior to production use. Any modifications, design changes, or modifications to the program/software performed by the customer void any warranty and may result in unsafe conditions.
- Terms. Payments are due and payable from Buyer as set forth in the quotation letter or (if applicable) net ten (10) days from the invoice date, unless otherwise stated on the invoice. McIver reserves the right to require payment prior to shipment if, in its opinion, Buyer’s financial condition or other circumstances do not warrant shipment on the terms originally specified in the quotation letter. All prices that include delivery and/or taxes are based on freight and tax rates in effect on the date of the quotation letter, and any increase in freight or tax rates at time of shipment shall be an additional charge to Buyer.
- Late Payments. Amounts owed by Buyer that are not paid when due and payable shall bear interest at 1.5% per month from the due date until paid (or, if lower, the maximum rate allowed by applicable law). If McIver engages an attorney to collect any delinquent amounts owed by Buyer, Buyer shall pay all legal fees and expenses incurred by McIver in connection therewith.
- Cancellation. In the event of cancellation of this Agreement, Buyer agrees to make immediate payment for all work performed up to the time of cancellation, as well as for all materials and services contracted for by McIver which are not subject to cancellation without payment of damages or penalty, as well as all direct and indirect costs incurred by McIver its performance of this Agreement.
- Alterations. Changes in specifications, which require additional time or other expense, will be payable by Buyer at McIver’s regular rates.
- Ownership of Intellectual Property; Confidentiality. Buyer agrees and acknowledges all intellectual property created, provided or prepared by McIver pursuant to this Agreement including, but not limited to, computer programs and software, documentation, artwork, layouts, design, diagrams, inventions, and other information or materials, and all copyrights, patent rights and other intellectual property rights related thereto, will be owned by and remain the exclusive property of McIver Confidential or proprietary information of McIver., including, any intellectual property, proprietary, patented, licensed, copyrighted or trademarked information, or technical information regarding the design, operation and maintenance of the supplied automation by McIver. shall remain the exclusive property of McIver and shall be kept confidential by Buyer and shall not be disclosed by Buyer to any third party without the prior written consent of McIver.
- Use in Advertising. McIver retains the right to utilize drawings, photographs, and/or videos of equipment manufactured in future advertising, promotions, or documentation purposes. McIver will mask from view any proprietary components, manufacturing processes, or devices at the buyer’s request. McIver would prefer to utilize photographs and/or videos taken of equipment installed and working on the buyer’s floor. This would be done only with the permission of the buyer.
- No Duplication. Buyer shall have the right to back-up the software provided by McIver. Buyer is not allowed or authorized to duplicate, modify, or license any software for the purpose of system duplication or for use in any equipment not provided by McIver.
- No Solicitation of Employees. Buyer agrees that it shall not, during the term of this Agreement and for a period of one year after the completion of performance of this Agreement by McIver seek to hire or hire, whether as an employee or independent contractor of Buyer: (a) any employees of McIver; or (b) former employees of McIver who worked on the performance of this Agreement.
- Governing Law; Amendments. This Agreement shall be governed and construed solely by the laws of the State of Wisconsin without regard to any conflict of law principles that may cause the laws of another jurisdiction to apply. This Agreement constitutes the entire Agreement between Buyer and McIver. This Agreement may be amended, modified, or revised only in writing signed by both parties.
- No Third-Party Beneficiaries. Nothing in this Agreement is intended or will be deemed to confer upon any person or entity (other than McIver and Buyer) any rights or remedies under or by reason of this Agreement.
- Notices. All notices from McIver to Buyer shall be in writing by email to the most current email address that McIver has on record for Buyer or to the most current physical address that McIver has on record for Buyer. Buyer must provide all notices to McIver in writing via email to customerservice@mcivereng.com.
- No Implied Warranty. McIver makes no warranties, express or implied, other than any express warranties contained in this Agreement. No representation or statement not expressly contained in this Agreement shall be binding upon McIver as a warranty or otherwise. McIver has made no warranties express or implied that the goods sold, or services provided are merchantable or fit for any particular purpose, and there are no warranties, express or implied, which extend beyond the express warranty (if any) contained in this Agreement.
- Limitation of Liability. To the maximum extent permitted by law, McIver’s liability in connection with the Agreement will be limited by this Agreement, and all other damages or remedies are hereby waived by Buyer. McIver’s liability under this Agreement will be limited to direct, actual damages or costs only. Notwithstanding anything to the contrary, IN NO EVENT SHALL MCIVER. BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND BUSINESS INTERRUPTION DAMAGES, ARISING UNDER THIS AGREEMENT. Notwithstanding anything to the contrary, McIver’s and cumulative liability arising out of or relating to this Agreement from any and all causes, whether as a result of breach of contract, breach of warranty, tort liability (including negligence), strict liability, or otherwise shall not be limited to the actual amount billed to and paid by Buyer to McIver.
- Wisconsin Lien Law. As required by the Wisconsin Construction Lien Law, McIver hereby notifies the owner that persons or companies furnishing labor or materials for the construction on owner’s land may have lien rights on owner’s land if not paid. Those entitled to lien rights, in addition to McIver, are those who contract directly with the owner or those who give the owner notice within 60 days after they first furnish labor or materials for the work and should give a copy of each notice received to his mortgage lender if any. McIver agrees to cooperate with the owner and his lender, if any, to see that all potential lien claimants are duly paid.
- Release and Indemnification. To the maximum extent permitted by law, Buyer agrees to indemnify, release, and hold harmless McIver and its directors, officers, shareholders, partners, members, agents and employees (the “Indemnified Parties”), from and against all loss, damage, expense, liability and other claims, including court costs and reasonable attorneys’ fees (the “Liabilities”) resulting from any third party actions relating to Buyer’s breach of this Agreement and from injury to or death of persons, and damage to or loss of property arising out of Buyer’s acts or omissions (or such acts or omissions of its contractors, subcontractors, affiliates, agents or employees) in connection with this Agreement or related subject matter, including, any such Liabilities; provided, however, that nothing herein shall require Buyer to indemnify the Indemnified Parties for any Liabilities to the extent, and only to the extent, caused by or arising out of the negligent acts or omissions, or the willful misconduct, of the Indemnified Parties.
- Statute of Limitations. Any action by Buyer under this Agreement must be commenced within two years from the date of this Agreement.
- Force Majeure. “Force Majeure” means an event or circumstance that prevents McIver from performing any obligation under this Agreement and that was not previously anticipated or, if anticipated, was unavoidable, is not within McIver’s reasonable control, and not the result of McIver’s negligence or willful misconduct, and which, by the exercise of due diligence, is unable to be overcome or avoided. Events or circumstances on which a claim of Force Majeure may be based include, without limitation, acts of God (such as tornadoes, fires, earthquakes and floods), explosions, war, hostilities, riots and acts or threats of terrorism, pandemics, epidemics, vandalism, civil disturbances, protests or embargoes, or any such event or similar event not within the reasonable control of McIver. McIver shall not be considered in breach of this Agreement or liable for any delay or failure to comply with this Agreement to the extent that such breach, delay, or failure is attributable to the occurrence of a Force Majeure; provided that McIver shall use reasonable efforts to minimize the delay caused by such Force Majeure and resume performance of its obligations hereunder.
- Non-Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of that or any other provision of this Agreement.
- Severability. If any provision or portion of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible, and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein.
- Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association before a single arbitrator in a proceeding in Waukesha County, Wisconsin, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, McIver may file and pursue to completion a lawsuit to collect any amounts due it from Buyer or to obtain any injunctive relief that may be necessary or appropriate in its discretion.
- Waiver of Jury Trial. To the extent permitted by applicable law, and acknowledging that the consequences of said waiver are fully understood, the parties hereby expressly waive the right to trial by jury.
- Jurisdiction and Venue. Each party hereby (a) consents to the personal jurisdiction of any state or federal court located in or for Waukesha County, Wisconsin (and any corresponding appellate court) in any proceedings arising out of or relating to this Agreement, (b) waives any venue or inconvenient forum defense to any proceeding maintained in such courts and (c) agrees not to bring any proceeding arising out of or relating to this Agreement in any other court. Process in any such proceeding may be served on each party anywhere in the world.
