1. Welcome to the mi-nde.com site. Mechanical Integrity, Inc. (MII) requests that you carefully read this Disclaimer-Terms of Use before using this site. MII provides services to you subject to the following. This website is solely for informational purposes.
2. Mechanical Integrity Inc. (“MII”) is an independent testing and conformity assessment company. MII evaluates and tests customer property in accordance with standards and procedures developed or adopted by MII. MII issues written testing evaluations and conclusions upon the completion of the contracted testing.
3. The mi-nde.com site may contain other proprietary notices and copyrighted information, the terms of which must be observed and followed. Information, including product pricing and availability, may be changed or updated without notice. MII and its subsidiaries reserve the right to refuse service, terminate accounts, and/or cancel orders in its discretion, including, without limitation, if MII believes that customer conduct violates applicable law or is harmful to the interests of MII and its subsidiaries.
4. No information or material provided to MII by you through the mi-nde.com site or otherwise may contain vulgar, obscene, threatening or otherwise unlawful language or material. By sending any images, intellectual property, concepts, how-to or product information or material (material/information), you grant MII an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute such materials/information, without consideration to you, and you represent and warrant that you own or otherwise control all of the rights to such materials/information and that MII is free to use such materials/information that you send us for any purpose.
5. All software and content (including compilations thereof) included on this site, such as text, graphics, logos, button icons, images, audio clips, and software, is the owned or licensed property of MII or its software and content suppliers and protected by U.S. and international copyright laws. MII grants you permission to view and use content and software made available to you on the site in connection with your use of the site. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the content and software on this site is strictly prohibited.
6. MII has endeavored to display and describe its products and services on the site accurately so that you can get a good idea of their use and of the services offered. Furthermore, MII is constantly improving its information, products and services. Consequently, MII cannot and does not guarantee the accuracy or completeness of the information, including prices, product images, specifications, availability and services.
7. The mi-nde.com site may contain links to other websites so that you may learn more about the products available at MII and other matters that MII feels may be of interest to you. MII is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by MII of the site or any association with its operators. Any concerns regarding any product or service offered by a website to which the mi-nde.com site is linked or the link itself should be directed to the operator of that specific website and not to MII.
8. Customers shall submit to MII all requests for services in writing (a “Request for Services”), email acceptable. In response to a Request for Services, MII may issue to Customer a written quotation for services to be rendered (a “Quotation”). To order services from MII which are described in a Quotation, Customer shall submit a written order (an “Order”).
9. An Order shall be deemed accepted and binding on MII without further action if: (i) it is received in response to a Quotation within 90 days of the date of the Quotation and (ii) it contains no alteration of any term or condition stated in the Quotation. Notwithstanding any acceptance (deemed or otherwise) of an Order, MII may alter the terms and conditions of any Order at any time if Customer’s creditworthiness fails to meet MII’s requirements. Customer understands and agrees that all terms or conditions stated in a Quotation are material for this purpose. Oral or written statements made by MII or its representatives or agents which conflict with or add terms or conditions to an Order shall not constitute a part of an Order unless confirmed in writing by MII. An Order which does not meet the above requirements shall only be deemed accepted and binding on MII if MII issues a new written Quotation stating the terms and conditions of the Order and Customer delivers an Order meeting the above requirements.
10. Customer may submit an Order without first submitting a Request for Services and receiving a Quotation. MII has the right to accept or reject such an Order in whole or in part, and no such Order shall be deemed accepted and binding on MII unless MII expressly confirms its acceptance in writing.
11. Unless otherwise agreed in writing between the parties, fees charged by MII shall be determined pursuant to the MII Quote. Work done at customer’s request beyond the Quote will be charged at MII’s rate for similar work.
12. Unless otherwise agreed, MII payment terms shall be net 30 days from date of invoice date. Invoices more than 30 days past due will bear interest at the rate of 1.5% per-month. Customer also agrees to pay MII’s costs of collection, including attorneys’ fees, incurred in collecting any past due amounts. MII reserves the right to suspend its performance of services until payment is received in full for services rendered. Such suspension of services may include, without limitation, the refusal to issue a test report or certification to which Customer would otherwise be entitled. Any questions or concerns regarding an invoice must be submitted to MII in writing within 14 days of receipt of the invoice. Failure by Customer to submit any questions or concerns within that 14-day period shall constitute an agreement by Customer to pay the invoice in full.
13. MII reserves the right at any time to request full or partial payment in advance or in satisfaction of fees for services rendered through the date of the invoice. MII may suspend its performance until such payment is made.
14. In the event that the customer cancels or postpones activities on less than 30 days’ prior notice to MII , the Applicant shall pay MII a fee, with respect to the activities not done as originally scheduled, equal to 25% of the fees that would have been payable for those activities if they had been performed. This fee is in addition to the Applicant’s obligation to pay MII for the services that are performed.
15. If MII ’s performance is prevented, restricted or interfered with by reason of a force majeure event (as defined below), then MII shall be excused from that performance to the extent of that prevention, restriction, or interference. MII shall resume its performance promptly whenever such causes are removed. “Force majeure events” shall be any cause or condition beyond the reasonable control of MII , including but not limited to natural catastrophes, acts or omissions of a government or its agencies or departments, labor strikes, lockouts or other disturbances, wars, riots or difficulties in procuring labor, energy shortages, shortage of suitable parts or materials, computer malfunctions, transportation problems, Customer’s failure to fulfill its obligations or delays in delivery by MII ’s vendors.
16. MII services will performed by it shall be performed in accordance with the terms of the applicable accepted and binding Order and in accordance with the standards and procedures referenced in paragraph (2) above. In the event that the services performed by MII do not comply with this warranty, Customer shall notify MII in writing of the noncompliance within 30 days, and MII shall, at its option, re-perform the services or provide a refund of fees to Customer. Material to be returned to MII for such re-testing shall be returned to MII at Customer’s expense. The failure of Customer to so notify MII of a claim that services were non-conforming shall constitute an irrevocable waiver of that claim. Customer understands and agrees that MII’s responsibility extends only to the specific material or parts of a facility which were tested or audited by MII and only to the extent of such testing or audit. MII shall not be liable for any viral infection or other damage caused to software of Customer. Furthermore, Customer acknowledges that in some cases, MII’s services can result in damage to, or the destruction of, the equipment under test and other materials supplied to MII. Accordingly, Customer agrees that MII shall not be responsible for any such damage or destruction to the extent not caused by MII’s negligence.
17. The fees for MII’s services do not include any taxes unless stated on the invoice. Customer shall be responsible for paying any and all taxes which apply now or in the future to these services or to Customer’s payments, other than taxes on MII’s net income. In the event that MII may be required to collect or pay taxes for which Customer is responsible, MII may increase its charges to Customer by an equal amount.
18. Subject to the exceptions described below, “Confidential Information” will mean all of the information that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) under an Order, provided that information is either in writing and marked “confidential”, “restricted”, or “proprietary” or, if disclosed orally or through access to facilities, is identified as being confidential at the time of disclosure, with that non-written disclosure being promptly confirmed in writing by the Disclosing Party to the Receiving Party. Confidential Information shall not include information which (a) is now in the public domain or subsequently enters the public domain through no action or fault of the Receiving Party; (b) is known by or available to the Receiving Party from its own independent sources prior to its receipt thereof under an Order; (c) the Receiving Party receives from any third party having a legal right to transmit such information without any obligation to the Disclosing Party to keep such information confidential; or (d) is independently developed by the Receiving Party’s employees, agents, or contractors. The Receiving Party agrees to treat all of the Disclosing Party’s Confidential Information with the same degree of care to avoid disclosure to any third party as the Receiving Party uses with respect to its own information of like importance which is to be kept secret and in any event no less than reasonable care. Nevertheless, Customer agrees that MII may disclose Customer’s Confidential Information to certification bodies as required for MII’s performance of services for Customer. Unless otherwise mutually agreed in writing, the Receiving Party’s obligations under this paragraph with respect to each item of Confidential Information shall terminate two years after the date of the receipt of that item by the Receiving Party.
19. To the extent not inconsistent with paragraph 18 relating to confidentiality, MII shall own all copyrights, trade secret rights and the right to patent or to otherwise protect any information given to Customer by MII . This information includes, but is not limited to, all documents, reports, opinions, drawings, certificates or other information given to Customer by MII.
20. In the event of a conflict between terms and conditions stated in any Order or other document provided by Customer and any acknowledgment or other document provided by MII, the terms of the MII document shall prevail. No waiver of any rights, obligations, or defaults with respect to this Disclaimer or any Order shall be effective unless in writing and signed by the party against which the same is sought to be enforced. One or more waivers of any right, obligation, or default shall not be construed as a waiver of any subsequent right, obligation, or default. No delay or failure of either party in exercising any right and no partial or single exercise thereof shall be deemed to constitute a waiver of that right or any other rights.
21. MII is an independent contractor for the provision of services, not an agent of the Customer. Customer has no authority to act on behalf of MII or to bind MII with respect to any promise or representation unless specifically authorized in writing to do so by MII. Customer may not, without MII’s prior written consent, assign or transfer any Order, or any of its rights or obligations to any other person. MII may delegate its obligations to its affiliates, agents, suppliers, and contractors, and MII may disclose to any such persons any information required by them to perform the duties so delegated to them, but such delegation shall not relieve MII of its obligations herein.
22. Any notice, request or demand required or desired to be given from one party to the other must be in writing and shall be effective upon receipt if delivered personally, seven days after mailing if sent by pre-paid registered or certified mail, and on the next business day if sent by reputable overnight courier. Notices shall be sent to the party’s then-current principal mailing address, or as a party may otherwise specify in a notice to the other party.
23. These terms and conditions and any Order and all rights and duties of MII and Customer arising thereunder shall be governed by and construed in accordance with the laws of the State of Texas without reference to its conflict-of-law rules.
24. Customer shall defend, indemnify and hold MII harmless from any Claim arising from use of the Products in any nuclear facility or related applications or activities, whether the cause of action be based in contract, tort (including negligence), strict liability or otherwise and from all indirect, special, incidental, exemplary, punitive or consequential damages arising out of a "nuclear incident" as defined in the Atomic Energy Act. Customer waives all rights of recovery for any Claims.
25. MII complies with the Fair Labor Standards Act, as amended; and all other applicable U.S. federal and state laws and regulations with respect to labor relations, occupational safety, minimum wages and hours of employment, now in effect or hereinafter enacted. Customer shall not ship, transfer or export any MII Products, separately or as part of another product or system, directly or indirectly, into any country except as permitted by the U.S. Export Administration Act and the regulations thereunder, or use any MII Products for any purpose prohibited by such Act.
26. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THIS SITE.THIS SITE IS PROVIDED BY MII ON AN "AS IS" BASIS. MII AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW. UNLESS SPECIFICALLY PROVIDED FOR HEREIN, MII AND ITS SUBSIDIARIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS, AND FREEDOM FROM ERRORS, VIRUSES, BUGS, OR OTHER HARMFUL COMPONENTS. MII AND ITS SUBSIDIARIES WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL DAMAGES OR DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, ANY DELAYS ON THE SITE, OR THE INABILITY TO USE THE SITE, ANY PORTION THEREOF, OR ANY HYPERLINKED WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF MII OR ANY OF ITS SUBSIDIARIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGARDLESS OF THE FORM OF ACTION, MII 'S LIABILITY RELATING TO THE PRODUCTS OR THE MANUFACTURE, SHIPPING, SALE OR USE OF THE PRODUCTS SHALL NOT EXCEED THE PRICE PAID BY CUSTOMER FOR THE SPECIFIC SERVICE OR PRODUCT(S) GIVING RISE TO THE CAUSE OF ACTION.BY YOUR USE OF THIS SITE YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND MII SHALL BE RESOLVED BY BINDING ARBITRATION THAT WILL OCCUR ONLY IN MONTOGOMERY COUNTY, TEXAS USING THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATION WILL BE CONDUCTED BY A SINGLE ARBITRATOR SELECTED FROM A PANEL PROVIDED BY THE AMERICAN ARBITRATION ASSOCIATION.