QUOTE VALIDATION:  Quotations are valid for 7 days.  With the volatile nature of raw materials needed for fabrication and the fluctuation of manufacturer pricing of goods sold, we cannot guarantee prices beyond the expiration date of our estimates.  If the purchasing decision is made after the expiration date, please request updated pricing.

PURCHASE PRICE AND TAXES:  Buyer agrees to pay the total price of the Goods (the “Purchase Price”). Buyer shall be responsible for all taxes, duties, levies and charges of whatsoever nature or kind levied on this sale of the Goods (or the delivery thereof) or measured by the Purchase Price (“Taxes”).  Buyer shall pay and hold MAD harmless from such Taxes (including penalties and interest) of any taxing jurisdiction which Buyer is required to pay.  MAD reserves the right to separately invoice Buyer for Taxes and Buyer agrees that these amounts shall be immediately payable by Buyer.  In the case where Buyer provides MAD a certificate of exemption against Taxes, or other evidence of Buyer’s exemption from Taxes, MAD will refund the amount of Taxes collected arising out of the Buyer’s purchase of the Goods.  
 
PAYMENT TERMS:  The total amount of the Purchase Price, plus the cost of preparing the Goods for delivery, including, skidding and/or crating charges, and shipping and handling, shall be payable by Buyer as follows: Orders under $10,000 a nonrefundable 50% with initial invoice and remaining 50% within 30 days following Buyer’s notification that the Goods are ready for shipment; Orders $10,000 and above 75% with initial invoice and remaining 25% within 30 days following Buyer’s notification that the Goods are ready for shipment.  Goods will not be shipped until invoice is paid in full.  Buyer will be assessed a $50 charge for each check that is returned for any reason, or any credit chargeback.  Any portion of the Purchase Price, Taxes or other charges which are the responsibility of Buyer which remain unpaid 5 days past their due date, shall be considered overdue. All amounts past due are subject to a late charge of the lesser of one and one-half percent (1½%) per month (being eighteen percent (18%) per annum) or the highest lawful rate. If full payment has not been made within 90 days after notification of Goods ready to ship, MAD reserves the right to cancel the order and retain all amounts paid by Buyer.  
 
LEAD TIME AND DELIVERY:  Lead times and any delivery dates provided by MAD are estimates only. MAD will not be liable for any loss or damages arising from any failure or delay to deliver the Goods to Buyer’s destination, as proposed or estimated. Unless otherwise agreed in writing by MAD, the Goods shall be packaged according to manufacturer’s instructions.  Orders are typically shipped via common carrier, pre-paid and added unless other arrangements are made for pickup by the Buyer. The shipping amount quoted is only an estimate and will be confirmed by the carrier at the time of shipment.
 
INSPECTION AND NOTIFICATION OF DAMAGED, DEFECTIVE OR NON-CONFORMING GOODS:  Buyer shall inspect the Goods for damage, defects, shortage or other nonconformity to this Order immediately upon its receipt of the Goods and before signing for the Goods.  Buyer acknowledges, understands and agrees that failure to do so may prevent Buyer from making a claim with the carrier of the Goods.  Buyer shall notify MAD in writing of any damage or defects within two (2) calendar days, and of any shortage or nonconformity to the Order and within twenty (20) calendar days, after date of delivery of the Goods.  Failure by Buyer to provide MAD written notice within the time provided for herein shall be deemed an acceptance by Buyer in full of the Goods. Any timely claim made based on defect, damage or other nonconformity of the Goods to this Order shall require proof of the claimed condition.  Claims made based on damaged Goods will require Buyer to submit photographic evidence of such damage, as well as driver’s signature on the Bill of Lading acknowledging any damage to the Goods caused as a result of shipment. 
 
TITLE AND RISK OF LOSS; GRANT OF SECURITY INTEREST:  Title to the Goods shall not pass until payment of the Purchase Price has been received by MAD.  Notwithstanding the retention of title, all risk of loss or damage with respect the Goods, however caused, shall pass to Buyer upon date of invoice.  Buyer assumes all of the obligations and risks of an absolute owner and agrees to indemnify and save harmless MAD from any and all loss or damage or claim for loss or damage to persons or properties caused by reason of the use, possession or operation of the Goods.
 
INSTALLATION, OPERATION:  It is the obligation and responsibility of the Buyer to ensure that the Goods are installed and operated in a safe and proper manner, and to comply with any technical manual of the manufacturer pertaining to the operation, maintenance and repair of the Goods, and replacement of parts thereof, and with any and all applicable laws which might pertain to the installation and operation of the Goods.
 
ORDER SUBJECT TO CHANGE, BUYER'S RESPONSIBILITY TO VERIFY SPECIFICATIONS, CANCELLATION, RETURNS: This Order is subject to the Goods being available for sale by MAD’s supplier.  This Order is subject to change without notice.  Specifications and product identification number are believed to be correct. This Order is prepared based on upon specifications of MAD’s supplier, which are subject to change.  It is Buyer’s responsibility to verify accuracy and correctness of the specifications in advance of purchase. This Order is subject to final acceptance and approval by MAD in writing.  Orders may not be canceled once deposit has been made.  There are no returns of Goods that have been delivered.
 
LIMITATION OF WARRANTY AND DISCLAIMER:  The Goods are sold to Buyer “AS-IS” AND MAD DOES NOT WARRANT THEIR EFFECTIVENESS, USEFULNESS, RELIABILITY OR FUNCTIONALITY IN ANY ENVIRONMENT.  Subject to the last sentence of this paragraph, MAD HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: (a) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (b) ALL WARRANTIES AS TO THE ACCURACY, CORRECTNESS, OR COMPLETION OF ANY INFORMATION OR INSTRUCTIONS PROVIDED BY THE MANUFACTURER OF THE GOODS; or (c) THAT THE GOODS CONFORM WITH ANY SPECIFICATIONS OF BUYER.   Claims made based upon allegations that the Goods are defective shall be governed strictly in accordance with the terms and provisions of the express written warranty of the manufacturer of the Goods (“Manufacturer’s Warranty”) which can be found on our website.
 
LIMITATION OF LIABILITY:  Notwithstanding any other provision in these terms and conditions to the contrary, in no event shall MAD under any circumstances be liable to Buyer for any incidental, special, or consequential (including, without limitation, any damages for any loss of business profits, business interruption, loss of equipment, facilities or services, or any other pecuniary loss) arising in connection herewith, regardless of how characterized and even if advised of the possibility of such damages.
 
LIABILITY CAP:  The limitation of MAD’s total liability to Buyer shall be, in the absence of a specific limitation, 100% of the Purchase Price.
 
INDEMNIFICATION:  Buyer shall indemnify, defend and hold harmless MAD, its managers, members, officers, employees, agents and representatives from and against any loss, claim, expense, costs, damages, actions or causes of action arising out of or resulting from Buyer’s ownership, use or possession of the Goods, any negligent act or omission by Buyer, or any breach by Buyer of its obligations under this Order.
 
FORCE MAJEURE:  MAD shall not be liable for its failure to perform hereunder due to circumstances beyond its reasonable control, or if performance hereunder is prevented, restricted or interfered with by reason of any acts of war, riot, insurrection, fire, flood, tornado, natural calamity, act of God, compliance with any law, regulation or order, whether valid or invalid, of the United States of America or any other governmental body, strike or other labor activities, shipping or transport delays, materials or labor shortage, or accident or plant breakdown not caused by the fault or neglect of MAD, then MAD shall be excused from such performance to the extent of the "force majeure."
 
NO WAIVER:  No failure or delay on the part of MAD to exercise any right of its rights under these terms and conditions or this Oder shall operate as a waiver thereof, nor shall any single or partial exercise by MAD of any right preclude any future exercise thereof or the exercise of any other right.
 
GOVERNING LAW: These terms and conditions and Order shall be governed by and construed and enforced in accordance with the laws of the State of Illinois, without regard to choice of law or conflicts in laws. Each party to this Agreement, by its execution hereof hereby irrevocably submits to the exclusive jurisdiction and venue of the state courts of the State of Illinois or the United States District Court located in the State of Illinois. 
 
MISCELLANEOUS:  Any provisions herein or in the Order to be invalid by a court of competent jurisdiction shall be removed, but shall not invalidate any other provision herein or in the Order.   Whenever litigation is used by MAD to enforce any of the terms and conditions or this Order, MAD shall be entitled to reimbursement from Buyer for MAD’s reasonable attorneys’ fees and disbursements related thereto. Any litigation brought by Buyer for breach of any covenant of MAD in this Order shall be commenced within one (1) year of the date of tender or delivery of the Goods.