Terms and Conditions

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Terms & Conditions & 12 Month Warranty 

This agreement contains the terms and conditions that apply to Customer purchases from M&B Global Rentals Services Ltd. ("M&B GLOBAL RENTALS"). 

By accepting M&B GLOBAL RENTALS sales order acknowledgment and delivery of the products described on the invoice (the “Products”), Customer agrees to be bound by and accepts these terms and conditions. THESE TERMS AND CONDITIONS WILL APPLY UNLESS 

THE CUSTOMER HAS SIGNED A SEPARATE PURCHASE AGREEMENT WITH M&B GLOBAL RENTALS, IN WHICH CASE SUCH SEPARATE AGREEMENT SHALL GOVERN.  

These terms and conditions are subject to change without prior notice at any time at M&B GLOBAL RENTALS's sole discretion. 

1. DELIVERY. All sales are Ex Works* Texas USA unless otherwise agreed and liability and risk of loss or damage thereto shall pass to Customer upon M&B GLOBAL RENTALS's tender of delivery of the Products to the carrier, and any loss or damage thereafter shall not relieve the Customer from any of its obligations hereunder. 

2. TITLE AND SECURITY. Title to the Products shall remain with M&B GLOBAL RENTALS as security until payment in full for the Products is received by M&B GLOBAL RENTALS. To secure the full payment and performance by the Customer of its liabilities and performance hereunder, (i) M&B GLOBAL RENTALS reserves for itself, and Customer grants to 

M&B GLOBAL RENTALS a security interest in the Products and all proceeds thereof; (ii) Customer agrees to execute all financing statements or other documents 

necessary to further reflect the grant or perfection of the security interest; and (iii) if Customer refuses or fails to execute any such documents, M&B GLOBAL RENTALS is hereby appointed as Customer's attorney-in-fact to execute any such documents on Customer's behalf. 

3. PAYMENT TERMS. All orders must be accompanied by a deposit in an amount equal to 40% of the price (exclusive of applicable taxes) of the Products ordered. The balance payable pursuant to the applicable invoice must be paid in full prior to shipment of the Products. No discounts are authorized unless expressly set out in the applicable contract / sales order. Shipment and performance of work shall at all times be subject to approval by M&B GLOBAL RENTALS's credit department and M&B GLOBAL RENTALS may at any time decline to make any shipments or perform any work except upon receipt of payment, or on other terms and conditions satisfactory to M&B GLOBAL RENTALS in its sole discretion. If in the judgment of M&B GLOBAL RENTALS, the financial condition of Customer at any time does not justify continuation of production or shipment on the terms of payment originally specified, M&B GLOBAL RENTALS may require full or partial payment in advance. In the event of bankruptcy or insolvency of Customer or in the event that a proceeding is brought by or against Customer under any bankruptcy or insolvency laws, M&B GLOBAL RENTALS shall be entitled immediately to cancel any order then outstanding. 

4. TAXES. The price does not include applicable US federal or state/provincial sales or use taxes, export or import charges, transportation or insurance charges, custom and duty fees, personal property or similar taxes, if any. All such taxes, charges and fees shall be paid by the Customer. Any tax M&B GLOBAL RENTALS may be required to collect or pay upon the sale or delivery of the Products shall be paid by Customer to M&B GLOBAL RENTALS unless Customer provides direct payment authority or an exemption certificate valid in the state/province to which the Products will be shipped. 

5. SOFTWARE LICENSES. Subject to the terms and conditions of this Agreement, M&B GLOBAL RENTALS grants to Customer, during the term of this Agreement, a nonexclusive, nontransferable, non-sub licensable license ("License") to use any M&B GLOBAL RENTALS software only as and to the extent described in the M&B GLOBAL RENTALS End User Software License(s). ALL SOFTWARE FEES ARE NON-REFUNDABLE. 

6. WARRANTY. Unless otherwise stated in writing, all products are sold subject to the M&B GLOBAL RENTALS warranty in effect for the Products at the time of acceptance of Customer's purchase order by M&B GLOBAL RENTALS, a copy of which warranty is attached as 

Schedule “A”. THE EXPRESSED WARRANTIES SET FORTH IN THE M&B GLOBAL RENTALS 

WARRANTY ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR 

IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF 

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED BY M&B GLOBAL RENTALS.  

7. LIMITATION OF LIABILITY. In no event shall M&B GLOBAL RENTALS's total liability to Customer (in connection with this transaction) for all damages exceed the amount (if any) actually paid by Customer to M&B GLOBAL RENTALS hereunder. In no event shall M&B GLOBAL RENTALS be liable for costs of procurement of substitute goods by  Customer, any lost profits, loss of use, incidental, consequential or special damages or any other damages, even if M&B GLOBAL RENTALS has been informed of such loss or damage. THE STATED EXPRESS WARRANTIES ABOVE ARE IN LIEU OF ALL OBLIGATIONS AND 

LIABILITIES ON THE PART OF M&B GLOBAL RENTALS FOR DAMAGES, INCLUDING BUT 

NOT LIMITED TO SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PRODUCTS. 

8. INDEMNIFICATION BY M&B GLOBAL RENTALS. Subject to Section 7 above, M&B GLOBAL RENTALS agrees to indemnify, defend and hold Customer harmless from any and all damages finally awarded against Customer as a result of any judgment against Customer which claims that Products infringe any patent, provided Customer promptly notifies M&B GLOBAL RENTALS in writing of the claim, and grants to M&B GLOBAL RENTALS the sole control of the defense of any action and all negotiations for settlement and compromise. M&B GLOBAL RENTALS shall not be liable for any claim of infringement based upon (i) any Product which is altered or modified without M&B GLOBAL RENTALS's authorization; or (ii) use of any allegedly infringing version of a Product, if such alleged infringement could be avoided by the use of a different version supplied by M&B GLOBAL RENTALS, provided, however, that such avoidance only applies from the time M&B GLOBAL RENTALS notifies Customer of the different version and Customer can reasonably implement such different version. 

9. INDEMNIFICATION BY CUSTOMER. Customer agrees to indemnify, hold harmless, and defend M&B GLOBAL RENTALS from and against all claims and lawsuits, including attorney's fees, which arise or result from Customer's use of the Products.  

10. PRODUCT RETURNS. M&B GLOBAL RENTALS may revise and discontinue Products at any time. M&B GLOBAL RENTALS will ship Products that have the functionality and performance of the Products ordered, but changes between what is shipped and what is described in a specification sheet are possible. Customer may return Products in accordance with M&B GLOBAL RENTALS standard return policies for up to 30 days from the date of the invoice. Any and all returns must be pre-authorized by M&B GLOBAL RENTALS. All goods should be inspected upon delivery and any discrepancies reported to M&B GLOBAL RENTALS within two 

(2) weeks of receipt. Returns for other than freight damage will be subject to a 20% restocking fee and shipping costs. Goods returned must be in as-new condition or additional charges will be incurred to return the goods to as-new condition.  

ARBITRATION: In the event a dispute arises between the parties in connection with this Agreement, it shall be settled by arbitration in accordance with the rules of the Texas Justice Center 

1. , and judgment upon any award resulting from such arbitration may be entered and enforced in a court having proper jurisdiction. Such arbitration shall be held in Houston, Texas or such other location as the parties may agree.  

2. ASSIGNMENT. Except for merger, acquisition, or other corporate transaction, neither party shall assign this Agreement or any rights hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. 

3. SEVERABILITY. If any provision of this Agreement shall be held illegal, unenforceable, or in conflict with any law having jurisdiction over this Agreement, the validity of the remaining portions or provisions hereof shall not be affected thereby. 

4. EXPORT RESTRICTIONS. Customer shall not directly export any Product purchased from M&B GLOBAL RENTALS or any technical data derived therefrom to any country in respect of which the US Government or any agency thereof may require an export license or other governmental approval without first acquiring that license or approval. Customer will permit audits or review by M&B GLOBAL RENTALS of any export activity of Customer regarding M&B GLOBAL RENTALS Products, and Customer will not engage in any transaction or activity with any country, party, firm or company notified by the US Department of Foreign Affairs and International Trade to be unsuitable or listed on the table of denial orders. 

5. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Texas. 

6. ENTIRE AGREEMENT. This Agreement constitutes and contains the complete agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior  agreements and statements between the parties relating to the subject matter hereof. 

* Ex Works - Title and risk pass to buyer, including responsibility for payment of all transportation and insurance costs, from the seller's door. 

Schedule “A” 

Warranty 

M&B Global Rentals Services Ltd. (“M&B Global Rentals”) will repair or replace, at its expense and at its option, any system or component, subject to the limitations and / or exclusions specified herein, which in normal use has proven to be defective in workmanship or material provided that, within one (1) year of the purchase date, the original purchaser returns the product prepaid, accompanied by proof of purchase, from a sales agent authorized by M&B Global Rentals, and provides M&B Global Rentals with reasonable opportunity to verify the alleged defect by inspection. 

Warranty Limitations And/Or Exclusions: 

1. This warranty does not apply to light bulbs. 

2. Batteries, fuses, transistors, integrated circuit modules (IC’s), voltage regulating devices and electrical plugs and / or connectors are warranted to be free from defects in material and workmanship for a period of ninety (90) days from the date of shipment to the original purchaser. 

3. Any article purchased from, but not manufactured by, M&B Global Rentals is sold with only such warranties as are made by the manufacturer therein.  M&B Global Rentals only warrants that it has title thereto, free of all liens or encumbrances. 

4. This warranty does not apply to units which are damaged by connection to improperly wired AC receptacles. 

5. Track belts, tethers, view ports and other components subject to wear through abrasion are warranted to be free from defects in material and workmanship for a period of ninety (90) days from the date of shipment to the original purchaser. 

6. Any damage caused by failure to observe proper packing or to observe instructions for operation and maintenance as contained in the Instruction Manual furnished with the equipment, by accident in transit or elsewhere, will not be covered by the warranty. 

7. Repairs are warranted for 90 days. 

M&B Global Rentals may require that certain components may be returned, prepaid, to a manufacturer’s authorized station for inspection and repair or replacement. 

M&B Global Rentals will not be responsible for any asserted defect which has resulted from Acts of God, normal wear, misuse, abuse, improper configuration, repair, or alteration made, or specifically authorized by, anyone other than a representative of M&B Global Rentals authorized to do so.  The giving of, or failure to give, any advice or recommendation by M&B Global Rentals shall not constitute any warranty by, or impose any liability on, M&B Global Rentals 

The foregoing constitutes the sole and exclusive remedy of the purchaser and the exclusive liability of M&B Global Rentals and is in lieu of any and all other warranties, express, implied or statutory as to merchantability, fitness for purpose sold, description, quality productiveness, or any other matter.  Under no circumstances shall M&B Global Rentals be liable for special, incidental or consequential damages, or for delay in performance of this warranty.