Terms and Conditions
Terms and Conditions of Sales
1. Scope
1.1. These terms & Conditions (“T&Cs”) apply to all sales of goods, services or digital deliverables by MIM International, Inc. (Seller) to any purchaser (“Customer”). They apply to all quotations, purchase orders (“POs”), invoices and sales transactions unless superseded by written Contract executed by both parties.
2. Applicability
2.1. These T&Cs apply to every transaction between Seller and Customer, regardless of conflicting or additional terms in Customer’s purchase orders or documents, unless expressly accepted in writing by Seller’s authorized representative.
2.2. In the event of a conflict between the following order of precedence applies:
1) Any written contract signed by both parties;
2) Seller’s quotation;
3) These Terms & Conditions; and
4) Customer’s purchase order.
2.3. No waiver, variation, or representation shall bind Seller unless confirmed in writing.
2.4. Quotation and Price Validity.
2.4.1. All quotations are issued for reference only and become binding only when Seller provides a written order acknowledgement. Prices reflect current costs including tariffs, labor, exchange rates, materials, and freight, where applicable.
2.4.2. Seller reserves the right to revise or withdraw any quotation prior to acceptance and to adjust pricing when material cost changes, regulatory actions, or market fluctuations occur before order acknowledgement.
2.4.3. If the Customer requests schedule changes, quantity revisions, or other modifications, Seller may revise prices accordingly.
2.4.4. Quoted prices apply solely to the transaction identified in Seller’s written acknowledgement and do not imply future price protection.
3. Interpretation
• “Customer” means any purchaser of goods or services from Seller.
• “Goods” means all pipes, valves, fittings, fire equipment, gaskets and other components or other goods supplied by MIM International, Inc. (MIM).
• “Seller” means MIM International, Inc. (MIM).
• “Services” means any related support, installation, or ancillary services provided by Seller.
• “Contract” means these Terms and Conditions, together with any written sales order, quotation, or Contract between Seller and Customer.
• “Force Majeure” means any event beyond the reasonable control of a party, including but not limited to natural disasters, pandemics, cyber incidents, or government actions.
• “Incoterms 2020” refers to the International Chamber of Commerce rules defining shipping and delivery responsibilities.
• “Uniform Commercial Code (UCC)” refers to the Uniform Commercial Code as adopted and codified in the Texas Business & Commerce Code, governing domestic transactions for the sale of goods and services. References to UCC provisions in this policy shall mean the Texas-applicable version in effect on the date of purchase or contract execution.
• “Importer of Record” means the party legally responsible for ensuring that imported Goods comply with all import regulations, for filing required documentation, and for paying assessed duties, taxes, and fees.
• “USPPI (U.S. Principal Party in Interest)” means the person or entity in the United States that receives the primary benefit, monetary or otherwise, from the export transaction. The USPPI is responsible for providing required export information and documentation.
3.1. Documentation and OEM Confidentiality
(a) Seller recognizes that certain information, drawings, specifications, or documents provided by original manufacturers, vendors, or end-users may be proprietary or confidential. Seller shall treat all such materials as confidential and shall use them solely for the purpose of fulfilling the Customer’s order.
(b) Seller does not manufacture or design the Goods and does not claim ownership of intellectual property or design data belonging to the original equipment manufacturer (OEM) or the Customer. All OEM drawings, models, or specifications remain the property of their respective owners.
(c) Seller will not modify, reproduce, or distribute such materials except as required for order execution, warranty processing, or technical clarification authorized by the OEM or Customer. Seller may transmit these documents to its approved suppliers or subcontractors strictly on a need-to-know basis to complete the scope of supply.
(d) Customer acknowledges that documentation provided by Seller is limited to the OEM’s standard data or certificates applicable to the supplied Goods. Any additional documentation, engineering modification, or field data outside Seller's scope shall be requested directly from the OEM or performed under separate written Contract. This Section governs information received from manufacturers or end-users. Customer confidentiality obligations are addressed separately in Section 11.
4. Price and Payment
4.1. Prices. All prices are in U.S. Dollars (USD) unless otherwise stated. Prices are as stated in the Contract and are exclusive of all applicable taxes, tariffs, duties, or other governmental charges. Unless otherwise stated in a written quotation, prices are subject to change. Customer will be invoiced at prices in effect at the time of shipment.
4.1.1. Prices are subject to equitable adjustment if changes occur in material costs, freight rates, import duties, taxes, or other factors beyond Seller’s control between the quotation date and shipment. Seller will notify Customer in writing of any such adjustment before shipment or invoicing. Charges related to tariffs, duties, customs fees, and other import/export assessments are governed exclusively by Section 9 (Tariffs, Duties & Shipping Compliance).
4.2. Payment Terms. Payment Terms shall be those approved during Seller’s credit application review.
4.3. Overdue Accounts. Past-due balances accrue interest at one-and-one-half percent (1.5%) per month, or the maximum rate allowed by law. Seller may suspend further deliveries until payment is received in full.
4.4. Seller may recover reasonable collection and attorney’s fees incurred in securing overdue payment.
4.5. No Set-Off. Customer shall not withhold, retain, or set off any amounts owed to MIM against claims, credits or disputes arising from other transactions.
4.6. Acceleration of Payment. In the event of late payment, MIM may, at its discretion, declare all amounts on Customer’s account immediately due and payable without further notice, in addition to other remedies.
4.7. Credit and Suspension Rights
4.7.1. If, in Seller’s judgment, Customer’s financial condition or payment history becomes unsatisfactory, Seller may suspend performance, require advance payment or security, or terminate the Contract without liability. Failure to pay any invoice when due constitutes default, and Seller may declare all outstanding amounts immediately payable. The rights set forth in this Section 4.7 are in addition to Seller’s rights to demand adequate assurance of performance under UCC §2-609 (as adopted under the Texas Business & Commerce Code), including suspension of performance until such assurance is received.
5. Delivery, Title, and Inspection
5.1. Delivery Terms. Unless otherwise agreed in writing, delivery shall be made in accordance with Incoterms® 2020 and UCC, FOB Seller’s facility. Risk of loss transfers to Customer upon delivery to the carrier, except as otherwise stated in the Contract.
5.2. Notwithstanding delivery and transfer of risk, title to the Goods shall remain with Seller until Seller has received full payment of all amounts due under the Contract.
5.3. Delivery Dates. Delivery dates are estimates only. Time is not of the essence unless expressly agreed in writing. Seller shall not be liable for delays caused by carriers, freight forwarders, or events beyond reasonable control (see Section 12 – Force Majeure). If Seller is solely responsible for a delay, Seller shall bear the cost of expedited shipping. Seller shall make commercially reasonable efforts to meet quoted schedules but delay due to events beyond Seller’s reasonable control shall automatically extend the time for performance for the duration of such delay without penalty or liquidated damages.
5.3.1. If Customer fails to accept delivery when scheduled, risk of loss shall pass to Customer and Seller may store the Goods at Customer’s cost and risk. Storage, insurance, and handling fees will accrue until shipment or pickup. Seller may invoice as though delivery had occurred.
5.4. Inspection at Delivery. Customer shall inspect Goods upon receipt. Failure to note visible damage or shortages on the carrier’s delivery receipt may void related claims.
5.5. Claims for Errors. Customer must notify Seller in writing of (a) shipping errors, shortages, or visible defects within two (2) business days of delivery, and (b) billing errors within ten (10) business days of the invoice date. Failure to notify within these timeframes constitutes acceptance of the Goods and waiver of such claims.
6. Returns
6.1. Authorization and Eligibility. All product returns must be pre-authorized in writing by Seller and accompanied by a Return Material Authorization (RMA) number. Eligible stock goods may be returned within thirty (30) days of delivery, provided they are new, unused, and in their original packaging. Unauthorized returns will be refused and will not qualify for credit. All returns are subject to verification of eligibility under this policy and MIMINT-QMS-PROC-003 Warranty & RMA Procedure.
6.2. Special Orders. Special-order, non-stock, cut lengths or modifications, and non-cancellable goods may only be returned if accepted by the original manufacturer. Customer is responsible for all associated costs, including restocking, freight, and any manufacturer cancellation charges. Seller assumes no liability for manufacturer refusal or delay in processing special-order returns.
6.3. Inspection, Condition and Restocking Fees. All returned goods are subject to inspection and must be in resalable condition, accompanied by the original invoice or packing slip. Seller reserves the right to reject returns for goods that are obsolete, discontinued, damaged, or otherwise not in resalable condition. A restocking fee of up to twenty-five percent (25 %) of the purchase price may apply unless otherwise agreed to in writing. Returns resulting from Seller’s shipping or order error shall not be subject to restocking fees.
6.4. Title and Risk of Loss. Title and risk of loss remain with Customer until the goods are received, inspected, and accepted by Seller. Seller’s acceptance of returned goods does not imply acceptance of liability for damage, loss, or error prior to delivery to Seller’s designated facility.
6.5. Credits. Returns receive credit on a case-by-case basis only. Credit is issued in the form of a credit memo to Customer’s account; no cash refunds will be made. Credit amounts are calculated net of any applicable restocking fees, freight charges, or deductions as defined under MIMINT-QMS-PROC-003 Warranty & RMA Procedure.
7. Warranties
7.1. Title. Seller warrants that it has good and marketable title to the Goods, free of liens and encumbrances.
7.2. Manufacturer’s Warranty. All Goods are covered solely by the manufacturer’s standard warranty in effect at the time of sale. Seller’s role is limited to assisting Customer in submitting claims under the manufacturer's warranty.
7.3. Manufacturer’s Warranty and Disclaimer. Seller makes no warranties, express or implied, including without limitation any implied warranties of merchantability or fitness for a particular purpose. All Goods are sold solely to the manufacturer’s standard warranty, if any. Seller’s responsibility is limited to facilitating the manufacturer’s review and authorization for repair, replacement, or credit.
7.4. Remedies. Seller’s liability under warranty is limited to the repair, replacement, or credit authorized by the manufacturer. Seller is not responsible for labor, removal, reinstallation, loss of use, or consequential damages.
7.5. Field Evaluation. When a manufacturer requires inspection, Customer shall provide safe access and cooperate with Seller to coordinate evaluation. Unauthorized disassembly or return of Goods prior to authorization may void warranty coverage.
7.6. Proof of Claim. Customer bears the responsibility to demonstrate that any defect reported is covered under the applicable manufacturer’s warranty, and that installation, operation, and maintenance were in accordance with manufacturer instructions.
7.7. Reference to Procedure. All activities related to claim review, RMA issuance, inspection, and credit issuance shall follow MIMINT-QMS-PROC-003 – Warranty & Return Material Authorization (RMA) Procedure.
8. Limitation of Liability
8.1. Exclusion of Damages. In no event shall Seller be liable to Customer for any incidental, consequential, special, punitive, exemplary, or indirect damages, including without limitation loss of profits, loss of business opportunity, downtime, or business interruption, even if Seller has been advised of the possibility of such damages.
8.2. Cap on Liability. Seller’s total cumulative liability for any claim arising out of or relating to the sale of Goods or Services shall not exceed the purchase price actually paid by Customer for the specific Goods or Services giving rise to the claim.
8.3. Exclusive Remedy. The limitations and remedies set forth in this Section constitute the sole and exclusive remedies available to Customer for any claim arising out of or relating to the sale of Goods or Services. These limitations are essential elements of the basis of the bargain between Seller and Customer, and Seller’s pricing reflects these allocations of risk. Absent these limitations, the cost of the Goods would be substantially higher. No other remedies, obligations, or liabilities shall apply, whether arising in contract, tort, strict liability, or otherwise.
8.4. Delivery Delays and Limitations. Delivery dates are estimates only and based on information from manufacturers and freight carriers. Seller shall make reasonable efforts to meet quoted schedules but shall not be liable for any loss, damage, or expense resulting from delay, regardless of cause. If Seller expressly agrees in writing to a firm delivery date, Customer’s sole remedy for delay caused directly by Seller shall be determined upon the Seller’s review.
8.4.1. Seller shall not be liable for any indirect, incidental, or consequential losses, including project penalties, downtime, or lost profits arising from delay.
9. Tariffs, Duties and Shipping Compliance
9.1. Tariffs, Duties & Customs Charges. Unless otherwise stated in the Contract, all prices exclude tariffs, duties, customs fees, import/export charges, value-added taxes, and other governmental assessments. These costs shall be borne solely by the Customer.
9.2. Import, Export, and Trade Compliance. Customer shall comply with all applicable import, export, and trade compliance laws and regulations of the United States and any other jurisdictions where the Goods are shipped or used. Customer shall not export, reexport, divert, or transfer any Goods, documentation, or related technical data in violation of applicable laws or trade sanctions. Customer is solely responsible for obtaining and maintaining any licenses, permits, or approvals required for import, export, or reexport of the Goods. Seller assumes no responsibility for securing such authorization on Customer’s behalf.
9.3. Shipping Documentation & Importer of Record. Seller shall not be designated as the U.S. Principal Party in Interest (USPPI), Importer of Record, or equivalent foreign importer without Seller’s prior written consent. Customer is solely responsible for selecting and managing its customs broker and for ensuring accurate and timely submission of all import/export documentation.
9.4. Pass-Through of Costs. Any increases or new impositions of tariffs, duties, taxes, or other governmental charges arising after the quotation date shall be the responsibility of the Customer, unless otherwise agreed to in writing.
10. Indemnification
10.1. Customer Indemnification. Customer shall indemnify, defend, and hold harmless Seller, its affiliates, and their respective officers, directors, and employees from and against all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) Customer’s misuse, resale, or improper handling of the Goods;
(b) Customer’s negligence, willful misconduct, or breach of these Terms and Conditions; or
(c) Customer’s violation of applicable laws, regulations, or trade controls.
Customer shall promptly notify Seller in writing of any claim subject to this Section and cooperate fully in Seller’s defense.
10.2. Seller Indemnification. To the extent required by law, Seller shall indemnify Customer only for direct claims of personal injury or tangible property damage caused solely by Seller’s gross negligence or willful misconduct. Seller’s liability under this Section shall remain subject to the limitations set forth in Section 8 (Limitation of Liability).
10.3. Exclusions. Seller shall have no indemnification obligation for claims arising from:
(a) Customer’s specifications, instructions, or designs;
(b) Customer’s combination of the Goods with other products or services not supplied by Seller;
(c) modifications to the Goods made without Seller’s written approval; or
(d) Manufacturer acts, omissions, or product defects outside the Seller’s control.
10.4. Survival. The indemnification obligations set forth in this Section shall survive delivery, payment, or termination of Contract.
11. Confidentiality
11.1. Confidential Information. “Confidential Information” means any non-public, proprietary, or sensitive information disclosed by one Party to the other, whether written, oral, electronic, or otherwise, including but not limited to pricing, proposals, financial information, customer and end-user lists, business processes, technical data, specifications, and designs. Confidential Information does not include information that:
(a) is or becomes publicly available through no fault of the receiving Party.
(b) was already known to the receiving Party without restriction prior to disclosure.
(c) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information; or
(d) is rightfully received from a third party without confidentiality obligation.
11.2. Use and Disclosure. Confidential Information shall be used solely for the performance of Contract and shall not be disclosed to any third party except:
(a) to Affiliates, subcontractors, or representatives who have a strict need to know for purposes of Contract and who are bound by confidentiality obligations at least as protective as those in this Section; or
(b) is required by law, regulation, or valid court order, provided that the receiving Party promptly notifies the disclosing Party when legally permitted.
11.3. OEM/Vendor Proprietary Information. Seller may disclose information received from its OEMs or other suppliers only to the extent required to fulfill its obligations under Contract. Customer agrees that Customer shall not disclose OEM/vendor proprietary information outside of Customer’s organization without Seller’s prior written consent.
11.4. Customer/End-User Information. Seller shall not disclose Customer or end-user proprietary information except as required to supply materials, manage warranty claims, comply with legal requirements, or as expressly authorized by Customer in writing.
11.5. Term. The confidentiality obligations in this Section shall survive termination of the Contract for a period of five (5) years, except for trade secrets, which shall remain protected for as long as they remain trade secrets.
11.6. Return or Destruction. Upon request or termination of Contract, each Party shall return or destroy the other Party’s Confidential information, except copies retained for legal, audit, or compliance purposes.
11.7. Equitable Relief. Unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages are inadequate. The disclosing Party shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law or equity.
12. Force Majeure
12.1. Neither party shall be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including, without limitation, labor disputes, supplier shortages, pandemics, cyber incidents, acts of God, transportation interruptions, government actions, export or import restrictions, or natural disasters. Seller’s time for performance shall be extended for the duration of such delay, and neither penalties nor liquidated damages shall apply during the period of suspension.
12.2. If performance is prevented, delayed or made commercially impracticable by such an event, Seller may:
(a) Extend delivery by the duration of the disruption, or
(b) At Seller’s option, cancel the affected order without liability in the event of reduced supply, Seller may allocate available inventory among its Customer in a fair and reasonable manner.
12.3. Force Majeure relief for delivery timing shall apply in conjunction with Section 5.3 Delivery and 8.4 Delivery Delays and Limitations. Customer shall not terminate, cancel, or impose penalties for non-performance during a Force Majeure event provided Seller promptly notified Customer of the event and makes commercially reasonable efforts to resume performance.
12.4. Extended Force Majeure. If a Force Majeure event continues for more than ninety (90) consecutive days, either Party may terminate the affected order upon written notice without liability.
13. Termination
13.1. Either party may terminate Contract upon written notice if the other Party materially breaches its obligations and fails to cure such breach within thirty (30) days after receiving written notice.
13.2. Seller may also terminate Contract, or any part thereof, immediately upon written notice if:
(a) Customer fails to make any payment when due and fails to cure within ten (10) days of notice.
(b) Customer becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy.
(c) Seller has reasonable grounds for insecurity regarding Customer’s creditworthiness or ability to perform and Customer fails to provide adequate financial assurance within a commercially reasonable time in accordance with UCC §2-609; or
(d) Customer fails to comply with applicable trade compliance, export control, or regulatory requirements related to the Goods.
13.3. Effect of Termination. Upon termination, all outstanding amounts owed by Customer shall become immediately due and payable. Termination shall not relieve Customer of its obligation to pay for Goods delivered or Services performed prior to termination. Customer shall also be liable for any reasonable cancellation, restocking, or handling charges incurred by Seller for work in process, non-cancelable commitments, or specially manufactured items.
13.4. Survival. Any provisions that by their nature should survive termination shall continue in effect, including but not limited to payment obligations, confidentiality (Section 11), warranty claims made prior to termination, and compliance obligations.
13.5. Suspension Right. Seller may suspend performance or delivery during any period in which grounds for insecurity exist under UCC §2-609, without liability.
14. Compliance with Laws
14.1. General Compliance. Customer and Seller shall each comply with all applicable laws and regulations of the United States, and any other relevant jurisdiction, including those relating to export control, trade sanctions, customs, environmental protection, labor, and anti-bribery. Seller may suspend performance or cancel any order if fulfilling such order would cause Seller to violate applicable law or expose Seller to regulatory penalties or sanctions.
14.2. Customer Responsibilities. Customer shall be solely responsible for obtaining any required licenses, permits, or authorizations for the import, export, or re-export of the Goods. Customer shall not export, re-export, divert, or transfer any Goods or related documentation in violation of applicable law.
14.3. Indemnification for Non-Compliance. Customer shall indemnify and hold harmless Seller from and against all losses, fines, penalties, damages, costs, or liabilities (including reasonable attorney’s fees) arising out of Customer failure to comply with applicable trade, customs, or export-control laws, including any government inquiries, audits, or investigations.
14.4. Anti-Corruption and Ethical Conduct. Each party warrants that it has not and will not engage in any form of bribery, kickback, facilitation payment, or unlawful inducement in connection with Contract. Seller reserves the right to immediately suspend performance or terminate any order if it reasonably believes a violation of anti-bribery or anti-corruption laws has occurred.
14.5. Reference to Related Sections. For tariff and shipping compliance, see Section 9 Tariffs, Duties & Shipping Compliance. For termination rights related to regulatory non-compliance, see Section 13 Termination.
14.6. Supplier Integrity and Ethical Standards. Each party shall ensure its subcontractors, agents, and suppliers operate in accordance with equivalent ethical, environmental, and compliance standards. Seller may suspend cooperation or purchasing from with any Party found to be in breach of applicable law or integrity standards.
15. U.S. Government Contracts
15.1. The Goods supplied by Seller are commercial, off-the-shelf (COTS) products provided solely under these Terms and Conditions. Seller does not agree to the inclusion or flow-down of any federal acquisition regulations, including but no limited to FAR, DFARS, CAS, or NIST cybersecurity provisions, or any other government procurement requirements, unless expressly accepted in writing by an authorized officer of Seller.
15.2. Seller makes no representations or certifications regarding government contract requirements, including but not limited to small-business status, country of origin, determinations, preference programs, or specialty compliance, except as separately agreed in writing.
15.3. In the event of a conflict between these Terms and any government flow-down clause or procurement requirement, these Terms shall prevail unless Seller has expressly accepted such clause in writing.
16. Governing Law and Dispute Resolution
16.1. Governing Law. Contract and any dispute, claim, or controversy arising out of or relating to Contract shall be governed by and construed in accordance with the laws of the State of Texas, U.S.A., without regard to its conflict-of-law principles. The parties expressly exclude application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
16.2. Venue and Jurisdiction. Any legal action or proceeding arising out of or relating to Contract that is not resolved through arbitration shall be brought exclusively in the state or federal courts located in Harris County, Texas, and each party irrevocably submits to the personal jurisdiction of such courts.
16.3. Arbitration Option. At Seller’s sole election, any dispute, claim, or controversy arising out of or relating to Contract shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Houston, Texas, U.S.A., and judgment on the award may be entered in any court of competent jurisdiction. Arbitration may proceed on an individual basis only, and not as a class, collective, consolidated, or representative action.
16.4. Attorneys’ Fees and Language. The prevailing Party in any arbitration or court proceeding shall be entitled to recover its reasonable attorneys’ fees and costs. All proceedings shall be conducted in English.
16.5. Waiver of Jury Trial. Each Party knowingly and voluntarily waives any right to a trial by jury in any action or proceeding relating to Contract.
MIMINT-CORP-POL-001 Rev. 0 | Effective December 2025 | Rev 0