TERMS AND CONDITIONS
The following Terms and Conditions apply to all sales orders, purchase orders, sales acknowledgements, or other documents (“Order” or “Orders”) issued by Montenegro Inc. (“Montenegro”) to an end recipient (“You” or “Your”) for Montenegro’s products and services. These Terms and Conditions are subject to change and modifications at any time.
Last updated: July 2023
1. PURCHASES
All transactions for the sale of Montenegro’s products are subject to these Terms and Conditions, which may be changed, modified, or updated from time to time.
2. PRICING
Montenegro reserves the right to revise any prices prior to issuing any Orders and to invoice the products at the prices in effect at the time of shipment to You.
3. LATE FEES
In addition to any applicable late charges provided in any sales order, purchase order, or other document order, You are further required to pay all costs and expenses, including, but not limited to, reasonable attorney’s fees, court costs and collection costs, that Montenegro may incur in connection with the enforcement of any available remedy, including, but not limited to, any action by Montenegro for all or any portion of the price of the products, all or any portion of any other sum due by You, or recovery by Montenegro of any products sold to You.
4. CANCELLATION
Montenegro reserves the right to invoice the products and services at the prices in effect at the time of shipment or distribution to You. Pro rata payments will be made as shipments are made by Montenegro to You. If You cancel any Orders, such cancellation will be accepted only at Montenegro’s discretion, and will only be valid if Montenegro accepts the cancellation in writing and subject to payment by You of any cancelation charges as determined by Montenegro.
To the extent allowed by law, no claim for alleged price overcharge, shortages, or other errors shall be considered by Montenegro, and Montenegro will have no liability therefor, unless you send written notice to Montenegro of any such claim within twenty- four (24) hours after the tender of delivery of the products or services sold to You.
5. TAXES
Unless otherwise agreed upon by Montenegro, You agree to indemnify and hold Montenegro harmless from the assessment or imposition of any excise, use, or other tax upon the production, sale, delivery, or use of the products.
6. DELIVERY
You agree and acknowledge that any Order or Orders accepted by Montenegro may be subject to Montenegro’s suppliers, distribution schedules, and government regulations, orders, directives, and restrictions, that may be put into effect from time to time. Any products sold by Montenegro to You will be at Your own risk, from the time they are duly delivered to the carrier at the point of shipment.
7. INDEMNIFICATION
To the extent permitted by law, You agree to defend, indemnify and hold harmless Montenegro and its Affiliates, and their respective directors, offices and employees, representatives and sub-contractors against all third-party claims, including any third-party intellectual property claims, arising from or relating to the purchase of any Montenegro’s products and services.
8. WARRANTY
Any and all products quoted or sold by Montenegro as identified on any sales order, purchase order, or other document order (referred to as “Order” or “Orders”) will conform to the description on an Order and to Montenegro’s standard for quality. THIS WARRANTY IS IN LIEU OF, AND MIDLAND HEREBY DISCLAIMS, ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, WARRANTIES ARISING FROM COURSE OF DEALING OF TRADE USAGE, OR ANY OTHER MATTER. All products purchased by You are “AS IS,” “WHERE IS,” AND WITHOUT ANY, AND MONTENEGRO HEREBY DISCLAIMS ALL, REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH GOODS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE, OR ANY OTHER MATTER.
9. LIMITATION OF LIABILITY
TO THE EXTENT ALLOWED BY LAW, IN NO EVENT SHALL MONTENEGRO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR COST OF COVER, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF MONTENEGRO IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM AGGREGATE LIABILITY OF MONTENEGRO ARISING OUT OF OR IN RELATION TO THE AGREEMENT, WHETHER ARISING FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL IN NO CASE EXCEED THE AMOUNT OF ANY PRODUCT SOLD.
10. FORCE MAJEURE
Neither You or Montenegro shall be responsible or liable for any delay or failure to perform due to Force Majeure (defined below), if either You or Montenegro notifies the other as soon as practicable in the circumstances of the nature and anticipated duration of the Force Majeure event as well as the steps it intends to take to overcome the Force Majeure event and takes all reasonable steps to prevent and minimize the delay or failure to perform. The foregoing shall not apply to any failure to make any payment when due.
Force Majeure means any contingency beyond the reasonable control of You or Montenegro including acts of God, fires, floods, wars, sabotage, endemics, civil unrest, accidents, labor disputes, government laws, rules and regulations, whether valid or invalid, except that lack of funds or credit shall not constitute a Force Majeure.
11. INTELLECTUAL PROPERTY
To the extent Montenegro has any Intellectual Property rights in the products, Montenegro retains all right, title, and interest in such Intellectual Property.
12. ASSIGNMENT
These Terms and Conditions are not assignable or transferrable by either You or Montenegro without the prior written consent of the non-assigning party, except to a successor-in-interest through a merger, acquisition, or sale of all or substantially all its assets. Subject to the foregoing, these Terms and Conditions shall bind and ensure to the benefit of permitted successors and assigns.
13. AUTHORITY
You represent and warrant that You have full authorization to enter into and fully perform the provisions of any Order or Orders and that the provisions of these Terms and Conditions are valid and binding and that entering into and performing under these Terms and Conditions the Agreement do not constitute a violation of any law, regulation, or any other contract that You may be bound by.
14. WAIVER
The failure of either You or Montenegro to enforce or to exercise, at any time or for any period of time, any provision of or any right arising pursuant to these Terms and Conditions does not constitute, and shall not be construed as, a waiver of such item or right and shall in no way affect Your or Montenegro’s later right to enforce or exercise it.
15. RELATIONSHIP OF THE PARTIES
Montenegro and You are independent contractors, and nothing in these Terms and Conditions or any Order will confer any status on either Montenegro or You as an employee, partner, joint venturer, franchisee, or agent of the other, nor will it permit You or Montenegro to bind the other.
16. ENTIRE AGREEMENT
These Terms and Conditions are associated with any Order or Orders and any other documents, including but not limited to any appendices, schedules, and exhibits, will form the entire agreement between You and Montenegro and supersede all prior agreements, understandings, and negotiations. There is no representation, warranty, collateral term or condition, or collateral agreement affecting the Agreement, other than as expressed in writing in these Terms and Conditions.
