Buyer forms and accepts a Contract with MBS by: (a) executing a separate agreement with MBS which incorporates the Terms and Conditions outlined herein, (b) submitting a purchase order for Products with quantities and delivery dates acceptable to MBS; (c) accepting delivery of the Products; or (d) paying the price for the Products, whether prior to delivery or not, as agreed to by both parties and/or set forth in the quote, order confirmation or invoice.

The Contract is deemed accepted by Buyer at the time any one of these four methods occurs. All purchasing agreements (Contracts) with MBS incorporate the Terms and Conditions herein unless specifically stated otherwise in writing.

Buyer agrees to purchase, and MBS agrees to manufacture and sell, the products ("Products") described in a quote, or if none, pursuant to any orders placed by Buyer and accepted by MBS under the Contract. To the extent Buyer provides any product specifications to MBS, Buyer grants MBS the right to use any such specifications to fill any orders placed by Buyer in connection therewith.

All orders shipped to Buyer by MBS are non-returnable unless the Products are determined to be defective as described in this contract, or a Return Merchandise Authorization (RMA) has been issued by MBS as a courtesy, or for other reasons not described.

MBS shall make all reasonable attempts to keep in reserve Products deemed as "stock." Buyer acknowledges Products deemed as "stock" are not guaranteed to be in stock and MBS shall not be in default of performance due to a delay in shipment if "stock" Products are not readily available. MBS Systems cannot be held liable for excess freight charges incurred for expediting any Products at Buyer's request.

MBS shall make all reasonable efforts to meet Buyer's delivery schedule. Buyer shall agree to make all reasonable efforts to provide sufficient lead-time on all orders. Same day shipments can be accommodated dependent upon current workload and may be subject to a "Rush" charge. Cut-off time for same day shipments is 12:00 pm Pacific Time.

Should MBS not be able to perform, Buyer is merely entitled to withdraw from the Contract without claims to damages or later delivery, respectively.

There are Stocking & Blanket Order programs available to insure the availability, price and delivery schedules of Products. Please talk to your Account Manager about these options.

QuickShip Products are certain staple Products that MBS attempts to keep in stock at all times, and can normally be shipped within 24 hours. MBS, however, shall not be liable for any delay in shipping orders containing QuickShip Products that cannot be shipped within this 24-hour period. Products designated as QuickShip are subject to change without notice.

MBS accepts faxed or emailed Purchase Orders only. Verbal orders are discouraged. In case of a verbal Purchase Order, the Buyer accepts the subsequent Order Confirmation as an agreement between the Buyer and MBS. Order Confirmations are sent prior to shipment of any Products.

If an Order Confirmation has not been returned to the Buyer, MBS shall not be responsible for delay in shipment of Products, as this may be an indication that MBS has not received Buyer's Purchase Order. Some changes to orders may be allowed, at MBS' discretion, provided the changes are requested to be made within 30 minutes of placing the order.

MBS will consult with Buyer on the design of customized Grippers, Suspension Kits or any other Products. Any subsequent ideas for new or improved Products or technologies, Product enhancements, designs, materials or new Product names are the exclusive property of MBS, and may not be divulged, reproduced, copied or used as the basis for the manufacture or sale of apparatus without the express written authorization of MBS.

Buyer shall acknowledge that customized Grippers and certain other Products may take up to 4 months to manufacture, in addition to development time. There may be consultation and engineering fees, as well as other set-up charges associated with such development.

Buyer hereby assigns to MBS all rights (including intellectual property rights), title and interest it may now or hereafter possess in and to the MBS Technology and in any derivative works of, and improvements to, the Products. MBS is under no obligation to disclose any of the MBS Technology to Buyer for any reason.

MBS does not accept orders under the amount of $25.00 USD excluding shipping charges. A special handling charge may be added to smaller orders under the minimum.

Customers are responsible for the initial shipping cost and all return shipping costs. No credits are issued on shipping costs. MBS, at its sole discretion, may accept returns under the following conditions — any problems with an order must be reported to MBS within 48 hours of receipt:

• Goods are stock items
• Goods are returned at Buyer's expense
• Goods are returned within 15 days from the issuance of an RMA
• Goods were purchased within the 30 days previous to the issuance of an RMA
• Goods are deemed re-saleable, unused and undamaged
• Goods are returned in original packaging
• MBS may ask to submit photos to help with the return process

Upon inspection and acceptance by MBS's Quality Control Department, a Credit will be issued. All returned goods are subject to a re-stocking charge between 20 to 50 percent, based on the condition of the goods.

MBS is not held liable for any damage resulting from use of MBS product on customers' surfaces. MBS will not be held liable for sneeze guard failure to prevent coronavirus — these tools are intended to limit the risk of the spread of germs but are not 100% effective, nor are they approved as a "safe" barrier by governmental authorities.

MBS's publications containing pricing information are offered as sources of general information, and are neither quotations nor offers to sell the product at the specified price. Prices exclude all federal, state, or local taxes, as well as shipping and handling charges. Such prices are subject to increase by the amount of any shipping and handling charge, and any such tax (excluding tax on net income) that MBS may be required to collect or pay upon the sale or delivery of the Products. Prices are, and all payments shall be made, in the currency set forth in the quote, order confirmation or invoice.

To qualify for free shipping, you must fall within these criteria. The free shipping qualification will be calculated before tax.

• Free shipping is only available in the continental United States — excluding Hawaii, Puerto Rico, Alaska and international shipments
• Ground shipping only — all expedited orders will be at the customer's charge
• 1–2 days transit time is not guaranteed
• Products greater than 24" or weighing over 50 lbs require a minimum $200 order for free shipping
• All other products (24" or less) require a minimum $100 order for free shipping
• 1–2-day shipping qualification is based on products able to ship from the nearest warehouse; if order cannot be fulfilled by the nearest warehouse, longer transit time may apply without notice
• Packages shipped via UPS, FedEx and USPS at shipper's discretion
• Orders needing to go freight due to size or weight are subject to a shipping charge
• Freight shipments qualifying for free shipping are dock-to-dock service — any special delivery requirements (lift gate or residential) will be billed at cost prior to shipping
• A $5 "ship on your own account" fee applies if you wish to use your own carrier account
• All orders under $25 subject to a flat rate $10 fee until the $25 minimum is reached
• Orders with multiple items may arrive in one or more shipments with multiple tracking numbers from multiple warehouses
• All packages covered with $100 insurance provided by the carrier — additional insurance plans available upon request
• No signature delivery by default — request signature delivery at time of purchase if needed

Unless otherwise expressly agreed to, written quotations are void unless accepted within 30 days from the date of issue. MBS publications containing pricing information are offered as sources of general information, and are neither quotations nor offers to sell Product at the specified price.

MBS provides a limited amount of Product samples with the following agreement: sample products are to be paid for upfront; however, if the Buyer returns for a larger order, the cost of the initial sample product can generally be credited towards the new purchase.

Our standard terms for established credit accounts are Net 30 unless otherwise agreed upon by MBS. All other accounts are Credit Card, COD or Pre-payment. New credit applications will be handled in an expedient manner, but may take up to 14 days for processing and final approval.

MBS reserves the right to withhold all shipments if the Buyer's current account balances are not paid under the agreed-to payment terms or if the buyer has exceeded its credit limit. Such shipments, if sanctioned, will require pre-payment.

Unless otherwise stated in a quote: (a) all domestic deliveries shall be made from either MBS's warehouse in Tampa, FL; Henderson, NV; St Charles, IL; or Centennial, CO, and risk of loss of such Products shall transfer to Buyer upon delivery to the freight carrier; and (b) all international deliveries shall be made Ex Works MBS, and risk of loss of such Products shall transfer to Buyer upon presentation to the carrier.

Under the terms and conditions governing the carriers (FedEx, UPS or USPS), unless a delivery signature option is requested at time of shipment, they may deliver to residential or commercial locations without signature. If you want a signature delivery please mention it at time of order — a fee may apply.

Orders for stocked "bulk" product (not including kits) are usually shipped within 48 hours of receipt unless express delivery is specified. Buyer shall pay, or reimburse MBS for all amounts due for import and export licenses and permits, custom charges and duties, penalties, freight, insurance and other shipping expenses. Unless otherwise instructed, selection of carrier and routing of all shipments shall be at MBS's discretion.

As a general rule on Buyer's behalf, MBS will not insure any Products during transfer with carriers engaged by MBS. The freight insurance will be billed to the Buyer at current rates if: (a) Buyer specifically instructs MBS to do so, (b) Products travel "collect" on Buyer's own shipping account, or (c) Buyer engages its own carrier.

MBS shall not be held responsible for Shipments that are lost or undelivered due to an incorrect or illegible ship-to address on the original Purchase Order. Any excess shipping charges incurred as a result shall be billed to and paid by Buyer.

Shipments of Art Track and other over-sized materials are subject to additional shipping and handling charges to cover shipping materials and handling fees imposed by shipping companies.

MBS shall not be liable for any delays in the delivery of Products, due in whole or in part, directly or indirectly, to fire, acts of God, strike, shortage of raw materials, supplies or components, retooling, upgrading of technology, delays of carriers, embargo, government order or directive, or any other circumstance beyond MBS's reasonable control.

Save the original packaging and everything in the package until your claim is settled.

All parts are manufactured to specification in effect at the time of the sale. When inspecting, the main criteria should be the product's functionality. All parts are quality controlled to ensure they will be within the standard tolerances listed below:

Product Size	Tolerance (Imperial)	Tolerance (Metric)
12" and under	+/- .005"	+/- .125 mm
Greater than 12" up to 10'	+/- .25"	+/- 6.35 mm
10' and above	+/- 1"	+/- 25.77 mm

Title to Products shall stay with MBS until MBS receives payment in full for such Products. Buyer hereby recognizes that MBS retains all rights, title and interest in: (a) all intellectual property rights in and to the Products; (b) all processes, methods, formulas, ingredients, designs, procedures and other practices used by MBS or relating to the manufacture and sale of the Products; and (c) all of MBS's equipment and tooling used in the manufacture and sale of the Products (collectively "MBS Technology").

Buyer hereby assigns to MBS all rights (including intellectual property rights), title and interest it may now or hereafter possess in and to the MBS Technology, and in any derivative works of and improvements to the Products. Buyer also agrees to execute all documents and take all actions that may be necessary to effect such assignment. MBS is under no obligation to disclose any of the MBS Technology to Buyer for any reason.

MBS warrants to Buyer that the Products shall be free from defects in materials and workmanship. Any claims for breach of the foregoing warranty shall only be valid if Buyer makes such claim within one (1) year of the date of shipment by notifying MBS's Sales Department in writing and obtaining an RMA number. Buyer's exclusive remedy shall be for MBS, at MBS' sole option, to repair, replace or modify the defective Product.

In order to receive warranty service, Buyer must return the defective Product within 30 days of notification. If MBS determines that the original Products were not defective, Buyer shall reimburse MBS all costs of handling, transportation and repairs at MBS's prevailing rates.

THE WARRANTY SET FORTH IN THIS SECTION IS IN LIEU OF ALL OTHER WARRANTIES AND MBS HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT AND FITNESS FOR PARTICULAR USE.

Any repair or attempt to repair Products by anyone other than an authorized representative of MBS automatically voids any warranty. Parts provided by MBS are not intended for use in: (a) outdoors, (b) chemical-laden environments such as indoor swimming pools, (c) adjacent to HVAC vents or moving-air environments which will cause the Product to oscillate, (d) locations subjected to water or excessive humidity, (e) human implantation, and (f) aircraft applications. The warranty shall also be void if Product is not installed according to published Installation Instructions or if Products are altered and/or combined with 3rd party products not approved by MBS.

Although MBS has attempted to provide accurate information on its web site, MBS assumes no responsibility for the accuracy of that information. All materials and services on this site are provided "as is" without warranty of any kind. In no event shall MBS or its suppliers be liable to you or any third party for any special, incidental, indirect or consequential damages of any kind, including without limitation those resulting from loss of use, data or profits.

Buyer agrees to indemnify and hold MBS, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content you submit, post to or transmit through this site, your use of this site, your connection to this site, your violation of the rules, or your violation of any rights of another person or entity.

Buyer agrees to indemnify, defend and hold harmless MBS, its officers, directors, employees, agents, licensors, suppliers and any third party information providers from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these rules (including negligent or wrongful conduct) by you or any other person accessing this site.

MBS shall not be liable for any loss or damage caused by delay in furnishing the Products. UNDER NO CIRCUMSTANCES SHALL MBS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, COLLATERAL, SPECIAL, PUNITIVE, TREBLE, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR GOODWILL) WHETHER SUCH CLAIM IS BASED ON CONTRACT, NEGLIGENCE, TORT, WARRANTY OR ANY OTHER BASIS, IRRESPECTIVE OF WHETHER MBS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT SHALL MBS's AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY BUYER FOR THE PRODUCTS PURCHASED UNDER THIS CONTRACT.

No action, regardless of form, arising out of the transactions under this Contract may be brought by Buyer more than 1 year after the events which gave rise to the cause of action occurred.

Buyer understands and agrees that MBS is a business-to-business supplier and is not responsible or liable in any way for the installation of its products for third-parties or end users. Buyer assumes all liability for the installation of MBS products for third-parties or end users and agrees that Buyer shall fully defend, indemnify, and hold harmless MBS from any and all claims, lawsuits, demands, causes of action, liability, loss, damage and/or injury of any kind whatsoever.

MBS may terminate this Contract or orders placed hereunder with notice to Buyer if: (a) Buyer fails to pay when due any sums payable hereunder and such failure continues for ten (10) days after the due date, or (b) Buyer materially breaches its obligations hereunder and such breach continues for a period of twenty (20) days after receipt by Buyer of written notice from MBS specifying such breach.

Buyer may not cancel all or any portions of an order for which Products have been specially produced, are under production or have been shipped.

MBS's Products are components designed and manufactured to specifications developed, maintained, and controlled by MBS. For the purpose of processing orders, MBS requires no proprietary information from Buyer, and specifically requests that buyers refrain from including any information that may be considered proprietary.

Buyer agrees that all non-public information furnished to Buyer by MBS, including any variations in pricing from MBS's standard prices, is proprietary to MBS and such information shall be held in confidence and shall not be used or disclosed by Buyer without MBS's prior written consent. Buyer shall enforce against its employees and agents these obligations of confidentiality.

Buyer will comply with the provisions of the United States Government's Export Administration regulations and related documentation requirements and internal control procedures. Buyer shall be responsible for obtaining any necessary export or import licenses and permits.

This Contract shall be governed by and construed in accordance with the internal laws of the State of California. The parties expressly waive the application of the United Nations Convention on Contracts for the International Sale of Goods to this Contract.

Any action at law, suit in equity, or judicial proceeding of any kind arising directly, indirectly, or otherwise in connection with, out of, related to or from this Contract shall be litigated only in the state or federal courts located in Hillsborough County, Florida. The parties waive any right they may have to challenge the jurisdiction of this court or seek to bring any action in any other forum. The losing party in a lawsuit shall pay its own and the prevailing party's attorney's fees and expenses.

All files submitted must be the work of the individual submitting them. It is the responsibility of each entrant to ensure that any files they submit have been taken with the permission of the owner and do not infringe the copyright of any third party or any laws. Entrants must warrant that the file they are submitting is their own work and that they own the copyright for it.

Copyright in all files submitted remains with the submitter. However, each submitter grants an unrestricted, worldwide, irrevocable, perpetual license to MBS Standoffs to feature any or all of the submitted images in any of their publications, their websites and/or in any promotional material connected.

A cookie is a small data file that certain web sites write to your hard drive when you visit them. A cookie file can contain information such as a user ID that the site uses to track the pages you've visited, but the only personal information a cookie can contain is information you supply yourself. A cookie can't read data off your hard disk or read cookie files created by other sites.

Some parts of MBS's web site use cookies to track user traffic patterns in order to determine the usefulness of MBS information to our users and to see how effective our navigational structure is in helping users reach that information. MBS does not correlate this information with data about individual users, nor does it share this information or sell it to any third party.

If you prefer not to receive cookies on the MBS site, you can set your browser to warn you before accepting cookies. You can also refuse all cookies by turning them off in your browser. Please note that all catalog areas of this site require the use of cookies — if you turn off the acceptance of cookies, you will not be able to purchase items online.

The trademarks, logos and service marks ("marks") displayed on this site are the property of MBS or other third parties. You are not permitted to use the marks without the prior written consent of MBS or such third party which may own the marks. MBS and the MBS logo are trademarks of Jean Philippe Merminod.

If you provide us your email address with your order, you may receive periodic emails from us regarding new product announcements, sales and close-out specials. We do not share your email address with any other parties. With any email we send, you always have the option to unsubscribe from our customer email list.

If you supply us with your postal address on-line you may receive periodic mailings from us with information on new products and services or upcoming events. If you do not wish to receive such mailings, please let us know by calling (813) 938-6025, emailing us, or writing to us at our address. Please provide your exact name and address so we can ensure your name is removed from the list.

Persons who supply us with their telephone numbers on-line will only receive telephone contact from us with information regarding orders they have placed on-line.

This Contract and any other agreement or document entered into by the parties which incorporate these Terms and Conditions by reference, constitute the final, complete, exclusive and entire agreement between the parties and supersede all prior or contemporaneous agreements, written or oral, regarding the subject matter of this Contract.

The failure of MBS to enforce at any time any of the provisions of this Contract shall not be construed to be a waiver of such provisions nor the right of MBS to enforce such provisions in the future. Buyer may not assign any rights under this Contract without the prior written consent of MBS. Any prohibited assignment shall be null and void. MBS may subcontract any of its obligations hereunder.

If any provision of this Contract is found to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected. The parties may only modify this Contract in a writing signed by both parties.