Terms and Conditions

These Terms and Conditions apply to, and form part of, any agreement under which a purchaser (“Purchaser”) agrees to purchase, and Zhejiang MRDVS Technology Co., Ltd. (“MRDVS”) agrees to supply, any product or products (“Products”), unless the Purchaser has entered into a separate purchase agreement with MRDVS for the Products, in which case such separate agreement shall govern.

The sales order placed by Purchaser (“Sales Order”), together with any order confirmation or invoice provided by MRDVS to Purchaser (each a “Confirmation”) and these Terms and Conditions, shall constitute the “Sales Agreement”. The Purchaser agrees to be bound by and accepts the terms of the Sales Agreement, including these Terms and Conditions, by: (a) accepting delivery of the first shipment of any Products under the Sales Agreement, (b) making the first of any payments for any Products under this Sales Agreement, or (c) failing to object in writing within five (5) days of receipt of any Confirmation, whichever is earliest.

These Terms and Conditions are subject to change without prior notice at any time at MRDVS’s sole discretion.

1. PURCHASE

MRDVS agrees to sell, and Purchaser agrees to purchase, the Products set out in the Sales Agreement, subject to the terms of the Sales Agreement.

MRDVS reserves the right to make changes to the Products which do not materially affect the form, fit or function of the Products, without prior approval of or notification to Purchaser.

2. PAYMENT TERMS

All prices for Products will be as set forth in the Sales Agreement for such Products. Unless otherwise specified, the price is exclusive of taxes, duties and charges, and Purchaser will reimburse MRDVS for same, and the price is exclusive of shipping costs, which the Purchaser will be responsible for in accordance with section 6 below.

All payments for Products are due thirty (30) days from the date of the Confirmation unless otherwise specified in writing.

Shipment of the Products shall at all times be subject to approval by MRDVS’s credit department and MRDVS may at any time decline to make any shipments of Products until MRDVS has received payment in full for the Products, or on other terms and conditions satisfactory to MRDVS in its sole discretion.

In the event of bankruptcy or insolvency of Purchaser, or in the event that a proceeding is brought by or against Purchaser under any bankruptcy or insolvency laws, MRDVS shall be entitled immediately to cancel any Sales Order or Sales Agreement then outstanding.

MRDVS reserves the right to charge interest at an amount equal to the lower of: (i) 1.5% per month (18% per annum); or (ii) the maximum rate allowed by law, on the amount of any unpaid balance for Products, calculated from the date that payment is due until the date that payment is received in full by MRDVS.

3. DELIVERY, TITLE AND RISK OF LOSS

Unless otherwise mutually agreed by MRDVS and Purchaser, MRDVS shall, in its sole discretion, determine the time, route and carrier of all shipments of Products.

Delivery of Products is deemed complete upon delivery to Purchaser’s designated receiving location. If Purchaser is unable or unwilling to accept physical delivery at the time or location specified, MRDVS may store Products, at Purchaser’s cost, and delivery of such Products shall be deemed complete as of the date of storage. Unless otherwise specified in writing, title and risk of loss or damage to the Products, including any repaired or replaced items, passes to Purchaser upon delivery by MRDVS.

MRDVS will retain a security interest in all Products until MRDVS has received payment in full for the Products, including any taxes and other expenses in connection with the sale.

4. WARRANTY

With regard to Products, or those parts of the Products, that are manufactured by MRDVS (“MRDVS Products”), such MRDVS Products have a one (1) year limited warranty for parts and labour on material and manufacturing defects, subject to the following exceptions:

MRDVS shall only honour the warranty on any MRDVS Products to the original Purchaser of the MRDVS Products and the warranty shall be void if the party claiming the warranty is different from the original Purchaser, as recorded in MRDVS’s records.

The warranty on the MRDVS Products shall be void if the MRDVS Products are modified to a state, for a purpose, or in any other manner whatsoever for which the MRDVS Products were not intended, or used for any of the Excluded Uses (as that term is defined below).

The warranty on the MRDVS Products shall not cover any damage caused by: (a) misuse, abuse, accident, normal wear, or act of God, (b) failure to observe instructions for operation and maintenance of the MRDVS Products, or (c) operating the MRDVS Products beyond the operating specifications.

For the avoidance of doubt, MRDVS makes no representations, conditions or warranties with respect to any Third Party Products, including any condition or warranty of merchantability; (b) condition or warranty of fitness for a particular purpose; (c) condition or warranty of title; or (d) warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise.

5. NO OTHER WARRANTIES

MRDVS MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, RELATING TO THE PRODUCTS OTHER THAN THOSE EXPRESSLY SET OUT IN THE SALES AGREEMENT.

6. SHIPPING:

Online orders are processed within 1 – 2 business days.  Once the online order is ready to ship, we offer standard shipping by UPS.  Estimated delivery times are between 5 – 10 business days depending on the destination. However, please be aware that this estimate may be affected by factors outside of our control, such as inclement weather, natural disasters, carrier delays, and other unforeseen circumstances. While we work diligently with our shipping partners to minimize any disruptions, we cannot guarantee delivery dates in the event of such delays. We appreciate your understanding and patience.

7. US IMPORT TARIFF / DUTY

U.S. Customs and Border Protection (“CBP”) administers the collection of tariffs / duties at U.S. ports of entry according to rules and regulations prescribed by the U.S. Secretary of the Treasury. Certain of the Products are subject to at least 25% U.S. import duty. CBP depositions and delays your goods at a U.S. port of entry (which will only be released when the buyer pays the customs duty to CBP), and this duty will not be charged at the time of purchase (during the online checkout of the order on the online website), please process your customs duty in a timely manner to minimize delays associated with border tariff payment.

8. RETURNS:

Returns of the Products are only accepted within 7 days from the date on which MRDVS ships the product, and subject to the following limitations:

Returns shall only be accepted for Products that remain in “as new” condition, free of visible scratches, markings or other defects and must be returned with the original purchase invoice, all components and packaging materials.

Returns shall not be accepted if Products have been modified to a state, for a purpose or in any other manner whatsoever for which the Products were not intended.

If MRDVS determines that an item is returnable, MRDVS reserves the right to charge a restocking fee which shall vary depending on the state of the Products’ condition, packaging and value. The minimum restocking fee is 15%.

All returns must be pre-authorized and accompanied by a Return Merchandise Authorization (“RMA”) issued by MRDVS. In order to obtain an RMA, please contact service@mrdvs.com. All Products returned without an RMA shall be rejected and shipped back to the address of origin.

Purchaser shall be responsible for the payment of any shipping and handling fees in connection with the return of any Products.

9. BACKORDERS:

If a Product is currently out of stock a “out of stock” notice will be displayed on the mrdvs.com Product web page and shopping cart. Backordered items usually have an additional lead time of 5 – 10 business days; however, for some Products it can take longer. If this is the case, MRDVS will contact the Purchaser with the estimated shipment date and ask for further confirmation for the online Sales Order. If the Sales Order includes both “in stock” and “backordered” Products MRDVS will wait until the entire Sales Order is complete before shipping. Contact MRDVS to have “in stock” Products shipped immediately when both “in stock” and “backordered” Products are purchased together. Please note that splitting the Sales Order into multiple shipments will incur extra shipping charges.

The mrdvs.com inventory can fluctuate throughout the day, so a Product indicated as “in stock” when a Purchaser places an online Sales Order could potentially be out of stock by the time checkout is completed. If this happens, MRDVS will contact the Purchaser by email to notify that the Sales Order will be placed on backorder, and to provide the estimated shipment date. The email will also provide the Purchaser with information on how to cancel the Sales Order if the Purchaser would prefer not to wait for the Products to be in stock again.

When ordering a backorder item online by credit card, MRDVS will preauthorize your credit card payment however MRDVS will not charge your credit card until your order is ready to ship. If you feel you credit card has been charged by mistake please contact MRDVS at service@mrdvs.com.

10. REPAIRS:

Any labour, parts or materials required for repairs on Products necessitated as a result of accidents, improper adjustments, maintenance or operation, normal wear, or that are otherwise not covered by warranty, shall be charged to Purchaser at MRDVS’s regular rates.

All repairs must be pre-authorized and accompanied by a repair RMA. In order to obtain a repair RMA, please contact service@mrdvs.com. All products without a return RMA shall be rejected by MRDVS and shipped back to the address of origin. Purchaser is responsible for the payment of any shipping and handling fees in connection with the delivery of any Product back to MRDVS for repairs.

MRDVS shall be responsible for the payment of any shipping and handling fees in connection with the delivery of any repaired Product back to the Purchaser.

11. EXCLUDED USES:

Purchaser represents that it will not, without MRDVS’s prior written consent, use the Products, or sell, lease, licence or distribute the Products for use (a) in the manufacture, repair, operation, maintenance or use of any aircraft, except for equipment used in aircraft as passenger entertainment systems, (b) in any nuclear applications or systems, (c) in any medical or pharmaceutical applications or systems, except for use in manufacturing systems or other non-treatment related applications or systems, or (d) by the military or armed forces in any weapons-related, defence or related applications (together, the “Excluded Uses”)

12. PURCHASER LIABILITY:

PURCHASER IS SOLELY RESPONSIBLE FOR AND SHALL INDEMNIFY MRDVS, THE MANUFACTURER OF THE PRODUCTS, AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES AND ASSIGNS FROM ANY AND ALL LOSS, DAMAGE OR LIABILITY ARISING FROM OR RELATED TO (A) THE USE, OPERATION, MAINTENANCE, HANDLING OR TRANSPORTATION OF THE PRODUCTS, INCLUDING FOR ANY PERSONAL INJURIES (INCLUDING DEATH) OR PROPERTY DAMAGE SUFFERED, (B) ANY USE, OR SALE, LEASE, LICENCE OR DISTRIBUTION OF THE PRODUCTS FOR ANY EXCLUDED USES, (C) THE PRODUCTION OF ANY GOODS OR SERVICES USING THE PRODUCTS OR (D) ANY INFRINGEMENT OF ANY COPYRIGHT, INDUSTRIAL DESIGN, TRADEMARK OR PATENT RESULTING FROM OR IN CONNECTION WITH THE USE, OPERATION, MAINTENANCE, HANDLING OR TRANSPORTATION OF THE PRODUCTS.

13. MRDVS LIABILITY:

NEITHER MRDVS NOR ITS AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES OR ASSIGNS SHALL BE LIABLE FOR ANY DAMAGE ARISING FROM OR RELATED TO THE USE OR PERFORMANCE OF THE PRODUCTS, ANY DEFECTS IN THE PRODUCTS, OR ANY LOSS OF TIME INCURRED AS A RESULT OF SUCH DEFECTS.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER MRDVS NOR ITS AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES OR ASSIGNS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, OVERHEAD COSTS, INJURY TO REPUTATION OR LOSS OF CUSTOMERS.

WITHOUT LIMITING THE FOREGOING, THE AGGREGATE LIABILITY OF MRDVS AND ITS AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES OR ASSIGNS TO PURCHASER FOR ANY CLAIM WHATSOEVER ARISING FROM OR RELATED TO THIS SALES AGREEMENT SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS INVOLVED IN SUCH A CLAIM, REGARDLESS OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE.

14. INTELLECTUAL PROPERTY:

Purchaser acknowledges that it does not have, and shall not acquire, any interest in MRDVS’s intellectual property, unless otherwise expressly agreed in writing.

MRDVS may, at its option, delay or cancel Purchaser’s order if any cause specified in this section 15 makes it commercially impracticable, in MRDVS’s judgment, to ship the Products within a reasonable time.

15. FORCE MAJEURE:

MRDVS is not responsible or liable for any delays, defaults or failure to deliver the Products because of strikes, lockouts, accidents, fire, delays in manufacture or transportation, acts of God, acts of public enemies, war, embargoes, government action, unusually severe weather, pandemics, delays by MRDVS’s suppliers or manufacturers, or any other cause beyond the reasonable control of MRDVS.

MRDVS may, at its option, delay or cancel Purchaser’s order if any cause specified in this section 15 makes it commercially impracticable, in MRDVS’s judgment, to ship the Products within a reasonable time.

16. ENTIRE AGREEMENT:

The Sales Agreement, including these Terms and Conditions, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, with respect to the subject matter hereof.

MRDVS reserves the right to refuse service, terminate any Sales Order or Sales Agreement, or cancel orders to anyone for any reason at any time.

17. FURTHER ASSURANCES

Purchase shall execute and deliver such further documents, and carry out such further acts, as may be reasonable requested by MRDVS to evidence or give effect to the terms of this Sales Agreement.

18. GOVERNING LAW:

This Sales Agreement shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada in force therein, without regard to any conflict of laws rules. The Purchaser irrevocably attorns to the jurisdiction of the courts of British Columbia.

19. SEVERABILITY:

If any provision of this Agreement shall be held invalid, 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.

20. SURVIVAL:

The provisions of the Sales Agreement which by their nature are intended to survive the termination, cancellation, completion or expiration of the Sales Agreement shall continue as valid and enforceable obligations of the parties notwithstanding any such termination, cancellation, completion or expiration, including, but not limited to the following provisions: warranty, Purchaser liability, MRDVS liability, intellectual property, governing law and survival.