TERMS AND CONDITIONS

All sales by Midpoint Bearing, An EIS Company (“Seller”), including those transacted through Seller’s website (www.midpoint.eis-inc.com), are subject to the below terms and conditions.

1. All sales of goods by Seller are subject to these terms and conditions. Any additional or different terms and conditions proposed by Buyer are expressly rejected. These terms and provisions comprise the entire agreement regarding the sale of the goods by Seller; there are no agreements, understandings, promises or conditions, oral or written, express or implied, regarding the sale of the goods by Seller that are not merged in and superseded hereby. Regardless of the place of contracting, place of performance or otherwise, this contract shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction. The exclusive jurisdiction for disputes relating to the sale of goods by Seller to Buyer are courts in the State of Georgia and each party consents to jurisdiction thereof.
   
   
2. All orders are non-cancellable. All sales are final. Buyer shall not return goods, whether conforming or non-conforming to Seller without Seller's written consent, which consent is subject to Seller’s sole discretion. Authorized merchandise returns, for standard merchandise, may be subject to a restocking charge up to twenty-five percent (25%).  No authorization for return will be allowed, under any circumstances, for customer-specific material.
   
   
3. Unless other payment terms are agreed to in writing by Seller, payment is required upon order acceptance by Seller. If credit terms are granted by Seller, the credit terms remain subject to change by Seller. Standard sale credit terms, if approved for open term account, are net thirty (30) days from date of invoice. Any outstanding balance remaining unpaid thirty (30) days beyond its due date will be subject to a late charge equal to the lesser of 1.5% per month (18% per year), or the maximum amount allowed by law, compounded monthly, which will continue to accrue until the balance is paid in full.
   
   
4. Prices quoted or shown on acknowledgments are subject to changes by Seller without notice. Unless specified in writing by Seller, price quoted on an acknowledgment may be adjusted on invoicing to reflect Seller's change in invoice price as of the date of shipment.
   
   
5. Buyer is responsible for any revenue, sales and use tax, duties assessed, and other tax-like charges imposed, on or incidental to the goods, other than taxes arising solely from income Seller realizes from the sales of the goods. Prices quoted by Seller are exclusive of all taxes, VAT, import and export duties, excise duties and other taxes or levies imposed or charged in relation to goods and transportation costs.
   
   
6. Delivery of the goods shall be FOB point of shipment unless otherwise specified in a writing signed by Seller. All risks of loss, damage or untimely delivery shall be on Buyer after the goods are released to the carrier. Shipment dates indicated are estimates.
   
   
7. Seller reserves the right to adjust quantities and to ship and bill up to 10% more or less than the specified quantity.
   
   
8. Buyer agrees to accept partial shipments of goods. Buyer agrees to accept and make timely payment for any conforming goods delivered by Seller, notwithstanding any inability of Seller to ship the entire amount of goods.
   
   
9. EXCEPT AS EXPRESSLY SET FORTH IN A WRITTEN DOCUMENT ISSUED BY SELLER THAT IS LABELED “WARRANTY”, SELLER MAKES NO, AND EXPRESSLY DISCLAIMS ANY, WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, DESIGN, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. Seller's sole liability and Buyer's sole remedy hereunder shall be limited to the replacement or repair of defective goods or, at Seller's option, the refund of the purchase price thereof.
   
   
10. Buyer agrees to give Seller prompt written notice of any breach, default in delivery or nonconformity of goods arising out of a sale by Seller to Buyer. Notice must be received by Seller within (10) days after receipt of the goods by Buyer, unless such breach, fault or nonconformity is not discoverable within such ten-day period, in which case notice must be received by Seller within ten (10) days after discovery occurs or the date on which discovery first should have occurred. Unless Seller shall have timely received notice, all liability of Seller shall terminate. In any event, any action brought by Buyer must be commenced within one (1) year after the date of tender of delivery of the goods to Buyer.
    
    
11. Technical advice and specifications regarding the goods sold hereunder solicited from Seller shall be used by Buyer at its own risk. SELLER DISCLAIMS ALL LIABILITY FOR DIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES SUFFERED AS THE RESULT OF THE USE OF SUCH TECHNICAL ADVICE OR SPECIFICATIONS.
    
    
12. Buyer and Seller assume that no contingency will occur which impairs or affects Seller's ability to obtain or access labor, materials, energy, manufacturing facilities or transportation, or to otherwise perform, at customary costs, to secure, produce and ship the goods on a timely basis. Seller shall be permitted to cancel orders or to modify quantities, pricing and shipment times due to the occurrence any such contingency.
    
    
13. No change modification, amendment or waiver of these terms and conditions shall be binding upon either Seller or Buyer without the written consent of authorized representative of both Seller and Buyer.
    
    
14. SELLER SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, REVENUE INCURRED BY BUYER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT.
    
    
15. In the event that Seller retains an attorney to enforce any provisions hereof or to collect any amount owing hereunder or damages for breach of any provisions hereof, Buyer shall pay Seller reasonable attorney’s fees plus all legal and court costs.
    
    
16. The information provided by Seller, including on Seller’s website, is provided “AS IS” without warranty of any kind. Seller does not accept any responsibility or liability for the content, accuracy, completeness or reliability of the information contained on its website nor does it guarantee that the website is free from computer viruses or other malicious or destructive properties.