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General Terms and Conditions for Equipment Purchase


Last Updated: 11.20.2020


These service terms and conditions for Equipment purchase ("Terms") are the only terms that govern the purchase and sale of the Equipment (as further defined below, the "Equipment") sold by Metas to the Customer referenced in that certain Managed Label Services® Agreement between Metas or Service Provider (as applicable) and Customer. References to "Service Provider" in these Terms are only applicable if Customer has entered into a Managed Label Services Agreement with a Service Provider, as an authorized reseller. The accompanying Managed Label Services® Agreement (and any documents incorporated into and made a part thereof) and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications with respect to Customer's purchase of the Equipment. These Terms prevail over any of Customer's general terms and conditions regardless of whether or when Customer submits any request for proposal, order, or terms. Delivery of Equipment to Customer, or acceptance of Customer's payment for the same, does not constitute acceptance of any of Customer's terms and conditions and does not serve to modify or amend these Terms.

In consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follow:

  1. Sale of Equipment: Metas ("Seller") shall sell to Customer ("Buyer") and Buyer shall purchase from Seller the Equipment specified on Appendix C ("Appendix C") to Managed Label Services® Agreement (the "Equipment") for the price and on the terms and conditions set forth in this Agreement. Buyer is purchasing the Equipment for its use at its facility located at set forth in Appendix C ("Buyer's Facility").
  2. Price: The price for the Equipment is as specified on Appendix C. The price is stated and payable in U.S. Dollars. The price is exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on the sale of the Equipment (other than taxes imposed on Seller's income, revenues or gross receipts) or any amounts payable by Buyer. Buyer is responsible for all such taxes, duties, and charges.
  3. Delivery Terms: The Equipment are sold and delivered F.O.B. Buyer's Facility. Title and risk of loss to the Equipment transfers to Buyer when the Equipment are so delivered and Buyer completes its visual inspection of the Equipment on such delivery, unless Buyer notifies Seller upon such inspection that the Equipment are damaged (other than any damage that occurs in the process of unloading the Equipment). Buyer is responsible for unloading the Equipment at the named delivery location and for any damage to the Equipment that occurs during unloading.
  4. Estimated Shipping Date: The estimated shipping date for the Equipment is as specified on Appendix C. Seller may extend the estimated shipping date for acts or circumstances beyond its reasonable control.
  5. Payment Terms: The payment terms for the price of the Equipment are as set forth in Appendix C. Buyer shall make all payments by wire transfer or electronic funds transfer of immediately available funds.
  6. Site Preparation; Installation: Buyer is responsible for the site preparation for the Equipment which will be consistent with the guidelines provided by Seller. Seller will install the Equipment at the Buyer's Facility in accordance specifications provided by Seller. Buyer will take installation of the Equipment and complete training with respect to the Equipment, consistent with the guidelines provided by Seller, within 30 days after delivery of the Equipment as provided in the "Delivery Terms" paragraph above. Guidelines for the site preparation for the Equipment, specifications for installation of the Equipment, and/or guidelines for training for the Equipment may be provided by Seller in the form of a statement of work.
  7. Sale of the Equipment is final: The sale of the Equipment is final and may not be cancelled or terminated by Buyer.
  8. Seller Representations. Seller represents and covenants to Buyer as follows:
    1. Seller shall perform, or cause to be performed, the installation services for the Equipment for which it is responsible for installing under this Agreement, and otherwise fulfill its obligations under this Agreement, honestly and in good faith, exercising reasonable skill, care and diligence, in accordance with recognized industry standards, in a timely manner and in accordance with the terms and conditions of this Agreement.
    2. Seller is the owner of, and/or authorized to provide, the Equipment and software sold, licensed and/or provided to Buyer under this Agreement and Seller has not and will not, to the best of its knowledge and belief, violate or infringe the rights of any third party.
    3. Seller represents and warrants that the Equipment purchased by Buyer under this Agreement are new unless referenced otherwise.
  10. Selection of Equipment. Buyer acknowledges and agrees that it has independently investigated, selected, and determined that the Equipment are suitable for its operations and applications.
  11. Limited Warranty.
    1. Seller provides Buyer with a 12 month or, if earlier, 2,000 hours of operation, in each case from date of installation, warranty on mechanical and electrical parts of the Equipment under normal use and service. Seller will replace any defective or non-performing mechanical or electrical parts of the Equipment during such warranty period provided the Equipment are properly used and maintained and only consumables and supplies provided by Seller are used with the Equipment. This limited warranty only covers the cost of the replacement parts and does not cover the labor or other costs to install or replace the parts unless those services are covered by a service contract between Seller and Buyer for the affected Equipment. This limited warranty is void if the Equipment are serviced or repaired by anyone other than Seller, there is any modification to the Equipment without Seller's written approval, or any consumables or supplies are used with the Equipment other than those provided by Seller. This limited warranty does not cover any problem or damage caused by misuse, casualty, lightning, or improper electrical currents. This limited warranty does not cover consumables or supplies sold or provided by Seller.
    2. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 10(a), SELLER MAKES NO WARRANTY WITH RESPECT TO THE EQUIPMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, IN EACH CASE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
    3. Buyer is responsible for any inspections or certifications of any Equipment, and the cost of any inspections or certifications of any Equipment, except those inspections or certifications expressly set out in the specifications of the Equipment that Seller provides in writing to Buyer.
  13. Limitation of Liability.
    1. IN NO EVENT WILL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, LOST REVENUE, LOST PROFITS, LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL,INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    2. IN ANY INSTANCE WHERE BUYER OR ANY OF ITS AFFILIATES IS ENTITLED TO RECOVER DAMAGES FROM SELLER, WHETHER BECAUSE OF A DEFAULT BY SELLER UNDER THIS AGREEMENT OR FOR ANY OTHER REASON, THEN, REGARDLESS OF THE BASIS ON WHICH BUYER OR ANY OF ITS AFFILIATES IS ENTITLED TO CLAIM DAMAGES (INCLUDING BREACH, NEGLIGENCE, MISREPRESENTATION, OR OTHER CONTRACT OR TORT CLAIM), THE MAXIMUM LIABILITY OF SELLER SHALL BE THE PRICE PAID BY BUYER FOR THE EQUIPMENT UNDER THIS AGREEMENT.
  15. Buyer's Acts or Omissions. If Seller's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Seller shall not be deemed in breach of its obligations under this Agreement or otherwise liable to Buyer.
  16. Termination. In addition to other remedies that may be available, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement; (ii) does not otherwise perform or comply with its obligations under this Agreement, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
  17. Intellectual Property. No title to or ownership of software or proprietary technology in hardware incorporated into any Equipment is acquired by Buyer. Title to the software shall remain with Seller or the manufacturer or its suppliers. All copyright, patent, trade secret, trade name, trademark, confidential information and other proprietary and intellectual property rights in the Equipment, including any software or firmware incorporated or otherwise included and used with or by the Equipment, and any documentation provided by Seller or the manufacture in connection with the Equipment, are and shall remain the property of Seller or the manufacturer. By purchasing the Equipment, Buyer and subsequent transferees of the Equipment are granted a nonexclusive license to use the software embedded in the Equipment (in machine-readable, object code form only), and associated user documentation and printer drivers provided to Buyer, only with the Equipment in which the software is embedded and not with any other apparatus. Buyer shall not have any rights in the Equipment except as expressly set forth in this Agreement. Neither Buyer nor any person under Buyer’s direction or control, shall tamper with, alter, modify, or enhance any Equipment, including without limitation, any copyright or other proprietary notices, or disassemble or decompile the Equipment or any software incorporated or used with the Equipment, or attempt to do any of the foregoing.
  18. Compliance with Law. Buyer shall comply with all export and import laws of all countries involved in the sale of the Equipment under this Agreement or any resale of the Equipment by Buyer. Buyer assumes all responsibility for shipments of Equipment requiring any government import clearance. The Equipment, including any software, documentation, and any related technical data included with, or contained in the Equipment, and any products utilizing such Equipment, software, documentation or technical data (collectively, "Regulated Equipment") may be subject to U.S. export control laws and regulations. Buyer shall not, and shall not permit any third party to, directly or indirectly, export, re-export or release any Regulated Equipment to any jurisdiction or country to which, or any party to whom, the export, re-export or release of any Regulated Equipment is prohibited by applicable U.S. or foreign law, regulation, or rule. Buyer shall comply with all applicable U.S. and foreign laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), before exporting, re-exporting or releasing any Regulated Equipment.
  19. Confidential Information. All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, drawings, and documents, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential", in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. This Section does not apply to information that is in the public domain or rightfully obtained by Buyer on a non-confidential basis from a third party.
  20. Amendment and Modification. This Agreement may be amended or modified only in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.
  21. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  22. Late Payments. Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting the price of the Equipment, including, without limitation, attorneys' fees, whether or not legal proceedings are commenced.
  23. Assignment. Buyer may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
  24. Governing Law; Jurisdiction. This Agreement and all matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Michigan. The United Nations Convention on Contracts for the International Sale of Equipment does not apply to this Agreement or the sale of the Equipment. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States located in the Western District of Michigan or the courts of the State of Michigan located in the County of Kent, and each party submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
  25. Notices. All notices provided pursuant to this Agreement other than routine business communications (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth in the accompanying Sale of Equipment Agreement or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery or Federal Express or other internationally recognized overnight courier (with all fees pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving party, and (ii) if the party giving the Notice has complied with the requirements of this Section.
  26. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  27. Force Majeure. Seller shall not be liable or responsible to Buyer, nor deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, governmental actions, terrorist threats or acts, riot or other civil unrest, national emergency, epidemic, labor disputes, restraints or delays affecting carriers, inability or delay in obtaining supplies of materials or Equipment or telecommunication breakdown or power outage.
  28. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner.
  29. Survival. Provisions of this Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement, including, but not limited to, the following provisions: Section 10 (Limited Warranty), Section 11 (Limitation of Liability), Section 14 (Intellectual Property), Section 15 (Compliance with Law), Section 16 (Confidential Information), Section 20 (Assignment), Section 21 (Governing Law; Jurisdiction), Section 26 (Survival), and Section 29 (No Third Party Beneficiaries).
  30. Authorization. Buyer and Seller represent and warrant to the other that each has the necessary corporate power, authority and capacity to perform its obligations under this Agreement, its entry into this Agreement has been duly authorized by all necessary corporate action on its behalf, and the individual executing and delivering this Agreement on its behalf is duly authorized to do so.
  31. Successors and Assigns. This Agreement is binding on and inures to the benefit of the parties to this Agreement and their respective successors and permitted assigns.
  32. No Third Party Beneficiaries. The parties do not confer any rights or remedies upon any person, individual, or entity other than the parties to this Agreement and their respective successors and permitted assigns.