Last updated 04/16/2024

Instant Quote Terms & Conditions

Thank you for using our online instant extrusion quoter. By using this online tool you agree to the following terms and conditions:
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1.  This quotation and the terms and conditions herein (collectively referred to as the “Quotation”) constitutes the entire agreement of Midwest Interventional Systems, Inc. (“MIS”) and the customer identified in the Quotation (“Customer”)with respect to the subject matter hereof and supersedes all quotations, oral or written, and all negotiations, conversations, discussions or arrangements heretofore between the parties. No terms or conditions of Customer’s purchase order or any other documents, whether stated or incorporated by reference, shall be deemed accepted by, or binding on, MIS, nor have any effect in describing, prescribing or interpreting the obligations of either party with respect to this Quotation.  Customer shall be deemed to have accepted all terms and conditions herein by signing theQuotation.2.  THE SERVICES AND/OR PRODUCTS PROVIDED UNDERTHE ATTACHED QUOTE DO NOT REQUIRE THE USE BY MIS OR DISCLOSURE TO MIS OF ANYINFORMATION THAT IS PROTECTED BY ANY LAW(S) OF ANY COUNTRY (PROTECTEDINFORMATION) INCLUDING BUT NOT LIMITED TO ANY PROTECTED HEALTH INFORMATION (ASDEFINED IN 45 C.F.R. Sec. 160.103) AND CUSTOMER SHALL NOT PROVIDE OR DISCLOSEANY SUCH PROTECTED INFORMATION TO MIS.3.Customer shall order the Product(s) by means of written, individual purchase orders (“Purchase Order”). The Purchase Order shall specify applicable prices, quantities, shipping schedule, shipping instructions, any special requirements, any mutually agreed upon specifications for the Product (“Product Specifications”), and other similar matters applicable to the individual order. MIS may accept or reject Purchase Orders in its sole discretion. Any special packing or handling requested by the Customer shall be at the sole expense of the Customer and must be described in the Purchase Order or Product Specifications. To the extent that the terms of the Purchase Order differ from the terms of this Quotation, the terms of this Quotation will prevail. Each order shall be non-cancellable and payments shall be non-refundable.4.MIS may increase the price provided in the Quotation according to fluctuations or increases in MIS’s costs (including but not limited to, costs of materials, components, labor and services) and any currency fluctuations up to the date of delivery of the Product(s). MIS shall issue an invoice for each shipment or, for development projects, at the end of each month and/or mid-month in its discretion. The Customer shall make payment of each relevant invoice in accordance with the payment terms listed on the Quotation. All prices are quoted in US Dollars and all payments will be made in US Dollars currency by wire transfer to the bank account designated by MIS. This Quotation is exclusive of, and Customer is responsible for payment of, all taxes, duties, charges, fees or other levies including any sales tax, excise duty or other taxes that may be applicable. 5.In addition to all other remedies available under the Quotation or at law, (i)if Customer fails to pay any amount when due hereunder, (ii) if the financial condition of the Customer becomes impaired or unsatisfactory to MIS, in its sole discretion, or (iii) in the event of Customer’s bankruptcy or insolvency, MIS shall be entitled to (a) suspend the delivery of any Product(s) and/or modify the payment terms applicable to Customer under this or any other agreement between the parties, or (b) terminate this Quotation and any Purchase Orders immediately by written notice to Customer. Upon such termination, Customer shall pay MIS for all Product(s) delivered, all costs of labor, work in progress, non-cancellable materials on order and all other costs incurred by MIS prior to the effective date of termination in connection with the Quotation.  6.MIS shall not be obliged to commence supply of the Product(s) until MIS’s standard Non-Disclosure Agreement has been signed by the Customer and delivered to MIS. MIS will use its reasonable efforts to meet the forecasted date of delivery for the Product(s) (“the Delivery Date”), however the Delivery Date is an estimate only. MIS shall have no liability to the Customer if there is any delay in dispatch or delivery of the Product(s). If the Product(s) are not delivered on the Delivery Date the Customer shall not be entitled to reject the Product(s) or make any abatement to the Quote. All Product(s) shall be shipped via the method and carrier specified on the Purchase Order. All Product(s) to ship FOB MIS’s facility, with all costs of shipping, duties and the like to be at the expense of the Customer. Title to and risk of loss and damage to the Product(s) will pass to the Customer upon delivery to Customer’s designated shipper at MIS’s facility. The Customer will procure insurance for such Product during shipment at its sole expense.7.In that MIS purchases a quantity of materials that exceeds Customer’s requirements for Products, Customer shall receive title to all such excess materials and MIS shall store such materials for a maximum of 120 days from the date of the last shipment to Customer. If Customer does not make further orders for the Products within such 120 day period, MIS will provide written notice to Customer instructing Customer to provide shipment information with 14 days. If Customer does not provide shipment information within 14 days, MIS will receive title to the materials and may use them for any purpose. If Customer elects to take delivery of the materials, Customer shall be responsible for all costs of shipment.  8.Customer shall inspect each shipment of the Product(s) and give MIS written notice of any obvious defect in or damage to any Product(s) or obvious non-conformity with Product(s) Specifications or the Purchase Order within thirty (30) days of receipt of the applicable shipment. If Customer does not deliver any such notice within such thirty (30) day period, the Products shall be deemed to be accepted by Customer. MIS warrants that, for a period of 12months  commencing on the date of delivery of the Product(s) to the Customer’s designated shipper at MIS’s facility (“the Warranty Period”), Product(s) shall be free from defects in material and workmanship and will conform to the Product Specifications.  This warranty is limited to the Customer and may not be assigned to third parties. If non-conformity of a Product(s) with the foregoing warranty occurs within the Warranty Period, the Customer shall notify MIS in writing. MIS will, at no charge, replace or credit the purchase price of any non-conforming Product(s) which are not excluded from replacement because of violation of any warranty condition. THE REMEDIES SET FORTH IN THISSECTION SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND MIS’ ENTIRE LIABILITYFOR ANY BREACH OF WARRANTY. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION,MIS MAKES NO OTHER WARRANTIES EITHER EXPRESS OR IMPLIED AS TO THE SERVICES ORPRODUCTS PROVIDED HEREUNDER, INCLUDING NO WARRANTY OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. There are no third-party beneficiaries under this Quote. The Customer is fully responsible for the regulatory compliance of the Product(s) with any and all applicable laws and regulations in all jurisdictions in which it distributes such Product(s), and design safety and status of any Product(s) and/or component, assembly or completed devices that contain, comprise, use or otherwise implicate the Product(s). MIS makes no warranty or representation with respect to the consequences or results of the Customer’s use of the Product(s) and all such use is at Customer’s own risk. 9.Customer agrees to defend, indemnify, and hold harmless MIS from and against any and all claims, liabilities, losses, damages, costs and expenses howsoever arising out of (a) breach by the Customer of any term of the Quotation; (b) any third party claim including claims based upon any alleged death or injury to any person or any damage or loss of property allegedly resulting from any actual or alleged defect in the Product(s) supplied under this Quotation; and(c) claims alleging that any of the Product(s), or any use or incorporation of the Product(s) into a device, constitutes an infringement of any trademark, copyright, patent, or misappropriation of any trade secret or violation of any other intellectual property right of any third party. MIS reserves the right in its sole discretion to institute any proceedings against any third party in its name and on its behalf that infringes its intellectual property, and the Customer shall cooperate fully with MIS in any legal action taken by MIS against such third parties.  MIS’ TOTALAGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OROTHERWISE) ARISING OUT OF, OR IN CONNECTION WITH, ANY ACT, OMISSION, EVENT ORCIRCUMSTANCES OR SERIES OF ACTS, OMISSIONS, EVENTS OR CIRCUMSTANCES RELATING TOMIS’ SERVICES OR MIS’  PROVISION OF THEPRODUCT(S) AND/OR THIS QUOTATION, OR FOR ANY OTHER CLAIM OF DAMAGE ARISING ORALLEGED HEREUNDER, IS LIMITED TO A MAXIMUM OF THE AMOUNT PAID BY THE CUSTOMERTO MIS FOR THE PARTICULAR SERVICES OR PRODUCTS THAT ARE THE BASIS FOR THE SUITOR CLAIM IN THE PRECEDING 12 MONTH PERIOD HEREUNDER OR $100,000.00, WHICHEVERIS LESSER.  IN NO EVENT SHALL MIS BELIABLE FOR LOST PROFITS OR INDIRECT, CONSEQUENTIAL SPECIAL, INCIDENTAL ORPUNITIVE DAMAGES, EVEN IF SUCH DAMAGES WERE FORESEEABLE.  Notwithstanding the forgoing, MIS’s liability for any defect in materials or workmanship in the Product(s) is limited to the repair or replacement thereof.10.Either party’s failure to perform its obligations hereunder shall not be deemed a breach of this Quotation if such failure is due to fire, strike, war, civil unrest, terrorist action, government regulations, acts of nature, pandemic, quarantine restrictions, supply chain disruptions or other causes beyond the reasonable control of the party claiming force majeure. This provision shall not apply to the Customer’s obligation to pay any sums due under this Quotation or Customer’s indemnification and defense obligations.11.Any notice sent pursuant to the terms and conditions herein shall be sent via registered mail or hand delivered to the registered office of the parties by registered post and shall be deemed received three working days from the date of the Notice. In proving service, it shall be sufficient to show that the envelope is properly addressed and stamped. If any term or provision of this Quotation is held to be invalid or unenforceable, this shall, in case of doubt, not affect the remaining provisions, and this Quotation shall be interpreted and construed as if not containing the invalid or unenforceable provisions. Neither party shall have the right to assign or otherwise transfer its rights and obligations under this Quotation except with the prior written consent of the other party; provided, however, that MIS may at any time without Customer’s prior written consent assign this Quotation and any Purchase Order to any entity which purchases substantially all of the assets of MIS, any entity into which MIS is merged with or into whether or not MIS is the surviving entity, or any affiliated entity of MIS. Any attempted assignment in breach of this Section shall be null and void and of no effect. No failure by either party to take any action or assert any right hereunder shall be deemed to be a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. This Quotation may not be modified, amended, rescinded, cancelled or waived, in whole or in part, unless by mutual writtenagreement.12.This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to the conflicts of law provisions thereof.  The exclusive jurisdiction and venue of any action with respect to this Agreement shall be the state or federal courts located in or for Hennepin County, Minnesota, and each of the parties hereto submits itself to the exclusive jurisdiction and venue of such courts for the purpose of any such action.Sections 7, 8 and 9 hereof shall survive termination.