Terms and Conditions
The Customer should note the provisions of Section13 (limitation of liability).
Definitions and interpretation
1.1. In these terms and conditions the following words shall have the following meanings:
Business Day – means a day (other than a Saturday, Sunday or public holiday) when banks in London, UK and Omaha, NE are open for business.
Customer – means the organization or person who purchases Goods from the Company, whether directly or indirectly through an agent or third party who is acting for or instructed by or whose actions are ratified by such organization or person as set forth in the Contract.
Company – means Magnetic Shields USA Corp Florida corporation whose office is located at 140 Fountain Parkway North, Suite 410 St. Petersburg, FL 33176 and /or a Group Company (as the case may be). Conditions – means these terms and conditions as amended from time to time in accordance with Section 10 (alterations) or Section 21 (variation).
Confidential Information – of the party disclosing it means information about such party or its group’s business affairs, goods, services, operations, processes, confidential Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of the Contract, whether orally or in visual, written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential”.
Contract – means the contract between the Company and the Customer for the sale and purchase of the Goods and/or Services (as the case may be) in accordance with these Conditions, an Order Acknowledgement, Quotation and any other documents agreed between the Parties in writing.
Force Majeure Event – means, with respect to a party impacted thereby, (a) acts of God; (b) flood, fire, earthquake, explosion, epidemic, pandemic or other natural and man-made disasters or catastrophes; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) order or action by any Governmental Authority or requirements of applicable law; (e) embargoes or blockades in effect on or after the date of the Contract; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events or circumstances beyond such party’s reasonable control.
Goods – means the articles or things, or part of them, including, without limitation, raw materials, processed materials or fabricated products to be purchased by the Customer from the Company as set out in an Order or as otherwise agreed between the Parties in writing.
Governmental Authority – means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations, or orders of such organization or authority have the force of Law), or any arbitrator, court, or tribunal of competent jurisdiction.
Group Company – means the Company, its subsidiaries or holding companies, or any other person or entity that is directly or indirectly controlling, controlled by, or under common control with the Company, such subsidiaries or holding companies from time to time, which may specifically include (without limitation) Colsur Materials Group (registered in England and Wales with company number 03305650), Magnetic Shields Limited (registered in England and Wales with company number 00581158) MSL Heat Treatment Limited (registered in England and Wales with company number 10760412) and Colsur Group Services Ltd, t/a Magnetic Shields EU (registered in Ireland with company number 725392 (registered in England and Wales with company number 11053076).
Intellectual Property Rights – means all industrial and other intellectual property rights comprising or relating to: (i) patents, patent applications, inventions, prototypes, products, discoveries, techniques or processes and trade secrets; (ii) trademarks, service marks, trade dress, logos, trade or brand names, domain names, together with the goodwill symbolized by any of the foregoing; (iii) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software (including source code and object code), and firmware, systems, data, data files, and databases, and other specifications and documentation; and (iv) all other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing (including moral rights), however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction in any part of the world.
Order – means the Customer’s order for the Goods and/or Services (as the case may be) submitted to the Company, containing the Purchase Order Transaction Terms. The referenced to “Order” in these Conditions shall be to an Order as submitted by the Customer or as accepted by the Company by Order Acknowledgement, as context may require.
Order Acknowledgement – means the Company’s written acknowledgement confirming acceptance of an Order in accordance with Section 3.3.
Parties – means the Customer and the Company.
Purchase Order Transaction Terms – means, collectively, any one or more of the following commercial terms specified by Buyer in an Order pursuant: (a) a list of the Goods and/or Services to be purchased; (b) the quantity of Goods and/or Services ordered; (c) the requested delivery date, which shall be no earlier than 30 days after the Company’s receipt of the Order; (d) the unit price for each of the Goods and/or Services to be purchased; (e) the billing address; and (f) the delivery address. For the avoidance of doubt, the term “Purchase Order Transaction Terms” does not include these Conditions.
Quotation – means the written quotation or proposal detailing the Goods and/or Services to be supplied by the Company to the Customer and other relevant terms related thereto.
Services – means the services to be supplied by the Company to the Customer as set out in the Order or as otherwise agreed between the Parties in writing.
1.2. In these Conditions, the following rules apply:
1.2.1. A person includes a natural person, corporate or unincorporated body (whether or not they have separate legal personality).
1.2.2. A reference to a party includes its personal representatives, successors or permitted assigns.
1.2.3. A reference to ‘writing’ or ‘written’ includes faxes and emails.
1.2.4. Any reference to a statutory provision is a reference to that provision as modified or re-enacted or both from time to time and to any subordinate legislation or regulation made under the statutory provision. 1.2.5. Any phrase introduced by the terms ‘including’ or ‘include’ or any similar expression shall not limit the sense of the words preceding those terms.
General
2.1. The Conditions shall apply to all Contracts for the sale of Goods and provision of Services (as the case may be) by the Company to the Customer to the exclusion of all other terms and conditions referred to, offered or relied on by the Customer, whether in the negotiations or at any stage in the dealings between the Parties, including any standard or printed terms tendered by the Customer, unless the Customer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been agreed by the Company in writing.
Orders
3.1. An Order constitutes an offer by the Customer to purchase the Goods and/or the Services in accordance with these Conditions. The Customer is responsible for ensuring that the Purchase Order Transaction Terms are complete and accurate.
3.2. A Quotation given by the Company shall not constitute an offer. A Quotation shall only be valid for a period of 20 Business Days from its date of issue, unless earlier revoked or withdrawn by the Company by notice to the Customer.
3.3. The Company has the right, in its sole discretion, to accept or reject any Order. The Company may accept any Order by issuing a written acceptance of the Order (“Order Acknowledgement“) or by shipping the Goods or providing the Services listed in the applicable Order, whichever occurs first. No Order is binding on the Company, or create a Contract, unless accepted by the Company as provided in these Conditions.
3.4. The Company may, in its sole discretion, without liability or penalty, cancel or amend any Order accepted by the Company hereunder by providing notice to the Customer: (i) if the Company determines that the Customer is in violation of its payment obligations or is otherwise in breach of this Agreement; (ii) the Company discontinues its production, sale or provision of the Goods and/or Services; or (iii) pursuant to the Company’s rights under Section 14.4.
3.5. Unless verbal or telephone Orders and any variations to Orders are confirmed in writing by the Customer to the Company, the Company shall not be responsible for errors or subsequent misunderstandings.
3.6. Exception as may be agreed to by the parties in accordance with Section 10, the Customer shall have no right to cancel or amend any Order submitted by it.
Page 1 of 4 Terms and Conditions of Sale 2025 | Magnetic Shields USA Corp.
Price and payment
4.1. All prices are in United States dollars unless stated otherwise.
4.2. The price of the Goods and/or Services (as applicable) will be as stated in the Order Acknowledgement. If no price is stated in the Order Acknowledgement, the applicable price shall be the list price of the Company in effect at the date of the Order Acknowledgement.
4.3. The Company’s prices are subject to adjustment at any time before delivery to take account of:
4.3.1. any variation in the Company’s costs including (without limitation) any factor beyond the Company’s control such as variations in wages, the cost of materials, exchange rate fluctuations, alterations of duties and other costs since the date of the Quotation or (if no Quotation is issued) the Order Acknowledgement;
4.3.2. any request by the Customer to change the delivery or performance date(s), quantities or types of Goods ordered or their specification or the scope of Services; or 4.3.3. any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions. The Company accordingly reserves the right to adjust the invoice price by the amount of any increase or decrease in such costs after the price is quoted or the Order is submitted (as applicable). The invoice so adjusted shall be payable as if the price set out therein were the original Contract price.
4.4. (a) All prices are exclusive of, and the Customer is solely responsible for, all sales, use, or excise taxes and any other similar taxes, fees, duties or charges imposed by any Governmental Authority on any amounts payable by the Customer under any Contract (including interest and penalties thereon). If any Taxes are applicable, Seller shall separately state them on the invoice. The price is also exclusive of transport, packaging and insurance, unless otherwise explicitly agreed.
4.5. The Company may invoice the Customer for the Goods and/or Services on or at any time after the Company has issued an Order Acknowledgement. 4.6. All invoices of the Company shall, unless otherwise agreed in writing by the Company, be paid by the Customer within 30 days of the date of such invoices. Time for payment shall be of the essence. 4.7. The Company shall be entitled to charge interest on overdue invoices from the date when payment becomes due until the date of payment at the rate of 3% per annum above the US prime rate published
by the Federal Reserve on the first Business Day of the month in which such interest is applied. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. The Customer shall also reimburse the Company for all costs incurred in collecting any late payments, including attorneys’ fees.
4.8. If the payment of the price or any part thereof is not made by the due date, the Company shall additionally be entitled to:
4.8.1. require payment in advance of delivery in relation to any Goods not previously delivered or performance in relation to any Services not performed;
4.8.2. refuse to make delivery of any undelivered Goods or performance of any unperformed Services whether ordered under a Contract or not and without incurring any liability whatsoever to the Customer for non-delivery or non-performance or any delay in delivery or performance; or
4.8.3. terminate the Contract in accordance with Section 14.
4.9. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, recoupment, deduction or withholding of any kind for amounts owed whether under the Contract, applicable law, or otherwise, and whether relating to the Company’s or Group Companies’ breach, bankruptcy, or otherwise. The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
Specification of Goods
5.1. Any samples, drawings, descriptive matter or advertising produced by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them and shall not form part of the Contract nor have any contractual force. It is therefore agreed by the Customer that Goods supplied may not comply in all respects with the description in the Company’s literature or elsewhere.
5.2. Goods described in the Company’s literature or elsewhere are subject to a continuing process of technical change and development and the Company therefore reserves the right to alter specifications without notice at any time before delivery. The Company also reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements or other requirements by any Governmental Authority.
5.3. In the event that the Goods are to be manufactured in accordance with a specification supplied by the Customer, the Customer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation, special losses and all interest, penalties and attorney’s fees and other reasonable professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Company’s use of the specification. This Section 5.3 shall survive termination of the Contract.
Delivery and risk
6.1. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence unless expressly agreed in writing by the Company. The Company undertakes to use reasonable endeavors to dispatch the Goods on the agreed date. Notwithstanding the foregoing, the Company does not guarantee any particular time of delivery, and expressly disclaims any liability in respect of any loss arising in respect thereof.
6.2. Where the Company is authorized or required by the Customer to deliver the Goods to the Customer:
6.2.1. the Goods will be deemed to be delivered upon delivery of the Goods to a carrier (whether named by the Customer or not);
6.2.2. all risk in the Goods shall pass to the Customer on delivery, such that the Customer shall be liable for any subsequent loss or damage to Goods however caused; 6.2.3. The Parties agree that the Company shall have no obligation to provide any separate notice to the Customer with respect to shipment or insurance of the Goods, except as expressly required under the Uniform Commercial Code, Section 2‑504; and
6.2.4. TheCustomer authorizes the Company to contract with a carrier on customary terms for the shipment of the Goods, which the Customer agrees shall constitute a reasonable shipping arrangement within the meaning of Section 2‑504 of the Uniform Commercial Code.
6.3. Goods collected by the Customer from the Company’s premises shall be deemed to be delivered and risk shall pass to the Customer upon the Customer arriving at the Company’s premises. 6.4. In accordance with industry practice, the delivery quantity tolerances applied by the Company will be plus or minus 10% of the quantity ordered, unless otherwise specified by the Customer in writing at the point of order, and the Customer shall be obligated to accept and pay for the quantity actually delivered..
6.5. If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.6. If the Customer fails or refuses to take or accept delivery of the Goods within 3 Business Days of the Company notifying the Customer that the Goods are ready, risk in the Goods (or any of them not delivered in these circumstances) shall pass to the Customer immediately upon such failure or refusal and (without prejudice to the generality of the foregoing) then, except where such failure or refusal is caused by a Force Majeure Event or the Company’s failure to comply with its obligations under the Contract:
6.6.1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Company notified the Customer that the Goods were ready; and 6.6.2. the Company shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
6.7. If 10 Business Days after the day on which the Company notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods. Nothing in this Section 6.7 shall obligate the Company to resell or otherwise dispose of any part or all of the subject Goods, it being in the Company’s sole and absolute discretion whether, and in what form, such sale or other disposition takes place, and what efforts the Company expands for any such sale or other disposition.
6.8. The Company may, in its sole and absolute discretion, deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.9. The Company shall not be liable for non-delivery, loss of or damage to the Goods occurring prior to delivery or without prejudice to Section 11, for any claim that the Goods are not in accordance with the Contract unless:
6.9.1. the Customer gives notice in writing to the Company: (a) within 7 days of delivery for loss and/or damage or non-compliance with the Contract or (b) for non-delivery within 10 days of the delivery date specified by the Company;
6.9.2. the Company is given a reasonable opportunity to examine such Goods and to cure such non-delivery, loss, damage or to respond to such claim; and 6.9.3. the Customer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Customer’s cost.
6.10. Reserved.
6.11. Without prejudice to Section 11.3, if the Customer fails to give such notice the Goods shall be deemed to be in all respects in accordance with the Contract and, without prejudice to earlier acceptance by the Customer, the Customer shall be bound to accept and pay for the same accordingly.
6.12. In the event of a claim for non-delivery, loss, damage or other non-compliance with the Contract in accordance with this Section 6 the Company undertakes at its option either to repair or replace the Goods at its expense, or to accept return of such Goods in accordance with this Section 6, but shall not be under any further or other liability to any person in connection with such non-delivery loss damage or other non-compliance. THE CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE FOREGOING CONSTITUTES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY NON DELIVERY, LOSS, DAMAGE OR OTHER NON-COMPLIANCE REFERRED TO IN THIS SECTION 6, SUBJECT TO BUYER’S RIGHTS UNDER SECTION 11 WITH RESPECT TO ANY GOODS FOR WHICH THE CUSTOMER HAS ACCEPTED DELIVERY UNDER THIS SECTION.
Title and risk
7.1. Title in the Goods shall not pass from the Company until the Customer has paid the price of all the Goods under any Contract and no other sums are due from the Customer to the Company. 7.2. Until the property in the Goods passes to the Customer, the Customer shall hold the Goods and each of them on a fiduciary basis as a custodian/bailee for the Company. The Customer shall store the Goods separately from all other Goods in its possession and marked in such a way that they are clearly identified as the property of the Company. The Customer shall not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods. The Customer shall maintain the Goods in a resalable condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company.
7.3. Notwithstanding that the Goods remain the property of the Company the Customer may sell the Goods in the ordinary course of the Customer’s business at full market value for the account of the Company. Until title in the Goods passes from the Company, the entire proceeds of sale or otherwise of the Goods shall be held on trust by the Customer for the Company. 7.4. Until such time as title in the Goods passes from the Company to the Customer, the Customer shall, upon request, deliver up such Goods as have not ceased to be in existence or resold, to the Company within 3 days. If the Customer fails to do so, the Company may at any time enter upon any premises owned or occupied or controlled by the Customer where the Goods are situated and repossess the Goods, and the Customer hereby undertakes to provide the Company with any access or assistance necessary to exercise its right in the foregoing clause.
7.5. The Company shall have the right to pursue an action for the price of the Goods notwithstanding that title may not have passed to the Customer.
Supply of Services
8.1. This Section 8 applies where the Company has agreed to provide Services to the Customer.
8.2. The Company shall use all commercially reasonable endeavors to meet any performance dates specified in the Order but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
8.3. The Company reserves the right to amend any Services specification if necessary to comply with any applicable law or regulatory requirement, or if the amendments will not materially affect the nature or quality of the Services and the Company shall notify the Customer in any such event.
8.4. The Company shall not in any circumstances be liable to the Customer:
8.4.1. for a failure to provide the Services in accordance with any Services specification caused by any act or omission of the Customer or the Customer’s agents, sub-contractors or employees; 8.4.2. for a failure or delay in providing the Services caused by act or omission of a third party;
8.4.3. if any defect or fault materializes in the Goods or any articles provided by the Customer following performance of the Services resulting directly or indirectly from a defect in the original article provided by the Customer; or
8.4.4. the defect arises as a result, in whole or in part, of the Company following any drawing, design or Goods specification supplied by the Customer.
Customer’s obligations
9.1. The Customer shall provide the Company with any information reasonably required by the Company as well as obtain all necessary permissions and consents including (without prejudice to the generality of the foregoing) promptly obtaining all necessary import licenses, clearances and other consents necessary for the purchase of the Goods and/or Services.
9.2. Without prejudice to any other rights to which the Company may be entitled, in the event that the Customer unlawfully terminates or cancels any Contract, the Customer shall be required to pay to the Company, the full amount of any third party costs to which the Company has committed and in respect of cancellations on less than 30 days’ written notice the full price of the Goods and/or Services as set out in the Contract, and the Customer agrees this is a genuine pre-estimate of the Company’s losses in such a case.
Alterations to the Contract
10.1. Subject to Section 21.1, the Parties may, at any time, mutually agree upon variations to a Contract, save for an Order Acknowledgement, provision for which is set out below.
Page 2 of 4 Terms and Conditions of Sale 2025 | Magnetic Shields USA Corp.
10.2. Any alterations in the specification of Goods or scope of Services to be provided under a Contract shall be set out in a revised Order Acknowledgement, which shall reflect the changed Goods and for Services and price and all other terms agreed between the Parties.
10.3. The Customer may at any time within 3 days of the revised Order Acknowledgement request in writing alterations to it. On receipt of the request for alterations, the Company shall, within 3 days, or such other period as may be agreed between the Parties, advise the Customer by notice in writing whether it is prepared to alter the Order Acknowledgement in accordance with the Customer’s request and, if it is, the basis upon which it is prepared to do so having regard to the changes which the Company shall require to the price and any other terms previously agreed between the Parties (ab “Alteration Notice”).
10.4. The Customer shall, within 2 days of receipt of an Alteration Notice, or such other period as may be agreed between the Parties, advise the Company by notice in writing whether or not it wishes the Contract to be altered on the basis set out in the Alteration Notice. If such a notice is given by the Customer, the terms of the altered Contract shall be set out in a revised Order Acknowledgement. Warranty
11.1. The Company warrants that it has the right to sell the Goods, but otherwise the Goods are provided on an ‘as-is’ basis without warranty of any kind, express or implied, oral or written. 11.2. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN Section 11.1, THE COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. THE CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY, OR ANY OTHER INDIVIDUAL OR ENTITY ON THE COMPANY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 13.01. 11.3. Where the Goods have been manufactured by the Company and are found under proper use (fair wear and tear excepted) to be defective, the Company shall repair, or in its sole discretion, replace such defective Goods free of charge within 90 days from the receipt of notification from the Customer, subject to the following conditions:
11.3.1. the Customer notifying the Company in writing immediately upon the defect becoming apparent;
11.3.2. the Company is given a reasonable opportunity of examining such Goods; and
11.3.3. the Company determines that the defect is solely due to faulty design, materials or workmanship which is not directly or indirectly attributable to any specification, instruction or article provided by the Customer.
11.4. The Company shall not be liable for the Goods’ failure to comply with its specification in any of the following events:
11.4.1. the Customer makes any further use of such Goods after giving notice in accordance with Section 6.10 or 11.3.1;
11.4.2. the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
11.4.3. the defect arises as a result, in whole or in part, of the Company following any drawing, design or specification supplied by the Customer;
11.4.4. the defect relates directly or indirectly to any defect in the original article supplied by the Customer;
11.4.5. the Customer, or anyone other than the Company or a person authorized by the Company, alters or repairs, reconstructs such Goods without the written consent of the Company; 11.4.6. the defect arises as a result of abuse, misuse, neglect, negligence, accident, abnormal physical stress or environmental conditions, use contrary to any instructions issued by the Company, or improper testing, installation, storage, handling, repair, operation or maintenance, or ordinary wear and tear;
11.4.7. the Goods are used with any third-party product, hardware, or product that has not been previously approved in writing by the Company; or
11.4.8. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
11.5. Except as provided in Section 6 and this Section 11, the Company shall have no liability to the Customer in respect of the Goods’ failure to comply with its description. 11.6. Any Goods to be so repaired or replaced shall be returned to the Company at the Customer’s expense.
11.7. Where the Goods have been manufactured and supplied to the Company by a third party, any warranty granted to the Company shall be passed on to the Customer to the extent that the Company is able and subject to the Goods having been accepted and paid for by the Customer.
11.9 The Company shall be entitled in its absolute discretion to refund the price of defective Goods in the event that such price has already been paid.
11.10 These Conditions shall apply to any repaired or replacement Goods supplied by the Company.
11.11 THIS SECTION 11 SETS FORTH THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND THE COMPANY’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY PROVIDED BY THE COMPANY. Indemnity
12.1. The Customer shall indemnify the Company against all claims (including but not limited to loss of profit), costs and expenses in respect of any dispute, suit, action, arbitration or proceedings that arise out of, or in connection with a Contract (including without limitation attorney’s fees and other professional fees and other costs) which the Company may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under a Contract.
Limitation of liability
13.1. IN NO EVENT IS THE COMPANY, ANY GROUP COMPANY OR ANY OF THEIR RESPECTIVE REPRESENTATIVES LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THE CONTRACT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
13.2. THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO AN ORDER, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO THE COMPANY FOR SUCH ORDER.
Termination
14.1. Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Customer: 14.1.1. if the Customer is in breach of any representation, warranty, or covenant of Buyer under the Contract, and either the breach cannot be cured or, if the breach can be cured, it is not cured by the Customer within 10 days after the Customer’s receipt of notice of such breach;
14.1.2. if the Customer (i) becomes insolvent or is generally unable to pay its debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, (iii) makes or seeks to make a general assignment for the benefit of its creditors, (iv) seeks reorganization, winding-up, liquidation, dissolution, or other similar relief with respect to it or its debts, or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business;
14.1.3. if the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
14.1.4. if the Customer’s financial position deteriorates to such an extent that in the Company’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;
14.1.5. under and in accordance with Section 4.8.3 or Section 18.1.
14.1.6. Without limiting its other rights or remedies, the Company may terminate this Contract by giving 15 days’ written notice to the Customer
14.2. Without limiting its other rights or remedies, the Company may suspend provision of the Goods and/or Services under the Contract or any other contract between the Customer and the Company if the Customer becomes subject to any of the events listed in Section 14.1.2 to Section 14.1.4, or the Company reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
14.3. Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
14.4. On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest, and the Company may cancel any Orders that are scheduled to be delivered after the effective date of termination. With respect to any Goods that are in transit upon termination of this Agreement, Seller may require, in its sole discretion, that all sales and deliveries of such Goods be made on either a cash-only or certified check basis.
14.5. Termination of the Contract shall not affect any of the Parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
14.6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect. Intellectual Property Rights
15.1. All Intellectual Property Rights in or arising out of or in connection with the Goods (including any specification and design in except where, and only to the extent, such specification and design has been provided by the Customer) and the Services (including any deliverables) shall be owned by the Company or the Company’s licensors (as the case may be). Any goodwill derived from the use by the Customer of the Company’s or its licensors’ Intellectual Property Rights inures to the benefit of the Company or its licensors, as the case may be. If the Customer acquires any Intellectual Property Rights in or relating to any Goods or Services by operation of applicable law, or otherwise, such rights are deemed and are hereby irrevocably assigned to the Company or its licensors, as the case may be, without further action by either of the parties.
15.2. The Customer shall not:
15.2.1. claim any right of property in any of the Company’s Intellectual Property Rights;
15.2.2. register or cause to be registered any Intellectual Property Rights that is similar to or an imitation of any Intellectual Property Rights of the Company; 15.2.3. make any modifications to the Goods or their packaging;
15.2.4. alter, remove or tamper with any marks, numbers or other means of identification used on or in relation to the Goods;
15.2.5. use any of the Company’s Intellectual Property Rights in any way that might prejudice their distinctiveness or validity or the goodwill of the Company in them; and 15.2.6. use in relation to the Goods any intellectual property rights other than the Intellectual Property Rights without obtaining the prior written consent of the Company. 15.3. For the avoidance of doubt, nothing in a Contract confers upon the Customer any rights whatsoever in the Company’s Intellectual Property Rights or the goodwill associated with them. The Customer
acknowledges that, except as expressly provided in this Contract, it will not acquire any rights in respect of the Company’s Intellectual Property Rights and goodwill and that they are, and shall remain, vested in the Company.
Confidentiality.
16.1. Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by Section 16.2. Each party further undertakes to protect and safeguard the confidentiality of the other party’s Confidential Information with at least the same degree of care as such party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care. For the purposes of this Section and the definition of “Confidential Information”, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
16.2. Each party may disclose the other party’s Confidential Information:
16.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Section 16; and 16.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.3. No party shall use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract. Entire agreement
17.1. The Contract constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
17.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
Force majeure
18.1. The Company shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from a Force Majeure Event. In such circumstances, the Company shall be entitled to delay or cancel delivery or to reduce the amount delivered. If the period of delay or non-performance continues for 8 weeks, either party may terminate the Contract by giving 14 days written notice to the other party.
Assignment
19.1. The Customer shall not be entitled to assign a Contract or any part of it without the prior written consent of the Company.
19.2. The Company may assign a Contract or any part of it to any person, firm or company.
Page 3 of 4 Terms and Conditions of Sale 2025 | Magnetic Shields USA Corp.
Waiver
20.1. No waiver under the Contract is effective unless it is in writing, identified as a waiver to the Contract and signed by an authorized representative of the Party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion. Neither of the following constitutes a waiver or estoppel of any right, remedy, power, privilege, or condition arising from the Contract: (a) any failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition under the Contract; or (b) any act, omission, or course of dealing between the Parties..
Variation
21.1. Any amendment, modification or variation to the Conditions (including any special terms and conditions agreed between the Parties) shall not be binding on the Company unless in writing and signed by an authorized person on behalf of the Company.
Severability
22.1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable in any jurisdiction, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable in such jurisdiction. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted in such jurisdiction. Any modification to or deletion of a provision or part-provision under this Section shall not affect the validity and enforceability of the rest of the Contract in such jurisdiction.
Rights of third parties
23.1. Except as otherwise expressly provided in these Conditions, The Contract is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of such Contract.. Notices
24.1. Any notice given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this Section, and shall be delivered personally, sent by certified or registered mail or nationally recognized overnight courier, or fax or email.
24.2. A notice shall be deemed to have been received: if delivered personally, when left at the address referred to in Section 24; if sent by certified or registered mail, at 9:00 am on the second Business Day after it was mailed; if delivered by nationally recognized overnight courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
Governing law and jurisdiction
25.1. This Contract, all acts and transactions pursuant hereto and all obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of Florida without regards to such state’s rules and principles of conflicts of law that would require application of the laws of a different jurisdiction. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of Florida and the Federal courts of the United States of America located in the State of Florida, in respect of the interpretation and enforcement of the provisions of the Contract and of the documents referred to herein, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Florida State or Federal court. The parties hereto hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such legal proceedings in such manner as may be permitted by applicable law, shall be valid and sufficient service thereof.
WAIVER OF JURY TRIAL
26.1. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS CONTRACT OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 26.1.
Inconsistency
27.1. Subject to Section 2.1, in the event of any inconsistency among any of the provisions in these Conditions, an Order Acknowledgement, Quotation and any other documents agreed between the Parties in writing, the provisions in of the documents referred to in the foregoing clause shall have precedence in the order in which such documents is listed.
Terms and Conditions of Sale 2025 | Magnetic Shields USA Corp.