Terms & Conditions

I. MUDGE FASTENERS STANDARD TERMS AND CONDITIONS
A. SALES POLICY FOR PRODUCTS
1. Wholesale Only
MUDGE FASTENERS, Inc. ("MUDGE FASTENERS") sells its complete offering wholesale to business customers, while also serving individuals.
2. Prices
Prices listed are wholesale, do not include freight, handling fees, taxes, and/or duties, and are subject to correction or change without notice. Market sensitive commodity products will be priced according to current market conditions. Customer should contact MUDGE FASTENERS or check online at FastenerExpert.com for current pricing. Export orders may be subject to other special pricing. MUDGE FASTENERS reserves the right to accept or reject any order.
3. Sales Tax
Customer is responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. When placing an order, customer shall indicate which products are tax exempt.
4. Payment and Credit Terms
MUDGE FASTENERS accepts PayPal, Visa, MasterCard, and American Express. For customers with established MUDGE FASTENERS credit, payment terms are net thirty (30) days from the date of shipment or pick-up of products. All credit extended by MUDGE FASTENERS and the limits of such credit, is at MUDGE FASTENERS’s sole discretion, and may be reduced or revoked by MUDGE FASTENERS at any time, for any reason. As a condition for the continued extension of credit, customer agrees to provide MUDGE FASTENERS with current credit information and the latest annual financial statement within five (5) business days following request by MUDGE FASTENERS. MUDGE FASTENERS reserves the right to charge a convenience fee for late payments. MUDGE FASTENERS further reserves the right to charge customer a late payment fee at the rate of one and one-half percent (1-1/2%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. Anticipation and cash discounts are not allowed. Export orders are subject to special export payment terms and conditions identified in Section III. All payments must be made in U.S. dollars. MUDGE FASTENERS has the right of set-off and deduction for any sums owed by the customer to MUDGE FASTENERS.
If the customer fails to make payment within thirty (30) days of shipment or pick-up, or fails to comply with MUDGE FASTENERS’s credit terms, or fails to supply adequate assurance of full performance to MUDGE FASTENERS within a reasonable time after requested by MUDGE FASTENERS (such time as specified in MUDGE FASTENERS's request), MUDGE FASTENERS may defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order.
Additionally, customer, and each of its subsidiaries and affiliates, agrees to provide to MUDGE FASTENERS proper authorization necessary for MUDGE FASTENERS to request any financial information from third parties.
Customer agrees to assume responsibility for, and customer hereby unconditionally guarantees payment of, as provided herein, all purchases made by customer, its subsidiaries and affiliates. Each of customer’s subsidiaries and affiliates purchasing from MUDGE FASTENERS are jointly and severally liable for purchases with customer, and customer is also acting as agent for such subsidiaries and affiliates.
5. Security Interest
Customer hereby grants to MUDGE FASTENERS a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to MUDGE FASTENERS. Customer agrees to file, and it permits and authorizes MUDGE FASTENERS to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of MUDGE FASTENERS’s lien or security interest.
6. Credit Balance
Customer agrees that any credit balance(s) issued by MUDGE FASTENERS will be applied to customer’s account within one (1) year of its issuance.
 
B. FREIGHT POLICY
Prices stated are F.O.B. origin, freight prepaid to destination specified in the order. MUDGE FASTENERS charges a shipping and handling fee, (which includes internal handling and related costs), on each order which is applied at time of order and reflected on customer's invoice. Receipts for shipping and handling charges will not be furnished. COD shipments are not permitted. Other terms and conditions may apply for other than standard ground delivery ("Other Freight Services"), including without limitation, expedited same day delivery, air freight, freight collect, export orders, hazardous materials, customer's carrier, shipments outside the contiguous U.S. or other special handling by the carrier. Any charges incurred for Other Freight Services must be paid by customer. Fuel surcharges may be applied. Title and risk of loss pass to customer upon tender of shipment to the carrier. If the product is damaged in transit, customer's only recourse is to file a claim with the carrier.
 
C. PRODUCT WARRANTY POLICY
1. WARRANTY DISCLAIMER.AND LIMITATIONS OF LIABILITY TO ALL CUSTOMERS.
EXCEPT AS SET FORTH HEREIN AND WHERE APPLICABLE, NO WARRANTY OR AFFIRMATION OF FACT OR DESCRIPTION, EXPRESS OR IMPLIED, IS MADE OR AUTHORIZED BY MUDGE FASTENERS. MUDGE FASTENERS DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. MUDGE FASTENERS ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. MUDGE FASTENERS EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES TO THE EXTENT PERMISSIBLE. MUDGE FASTENERS'S LIABILITY IN ALL EVENTS IS LIMITED TO THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.
2.  Product Return.
Before returning any product, customer shall: (i) write or call MUDGE FASTENERS; (ii) in the case of an internet order, contact MUDGE FASTENERS by logging on to www.MUDGE FASTENERS.com, clicking on the “Contact Us" link at the top of the page, then clicking on the “Email us” link and provide the date, the original invoice number, the stock number, and a description of the defect; or (iii) call Customer Care at 1-800-634-0406, and provide the date, the original invoice number, the stock number, and a description of the defect. Proof of purchase is required in all cases.
3. Manufacturer’s Warranty.
For information on a specific manufacturer's warranty, please contact MUDGE FASTENERS at 1-800-634-0406.
4. Product Compliance and Suitability.
Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. MUDGE FASTENERS does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does MUDGE FASTENERS accept responsibility for construction, installation and/or use of a product. It is customer's responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.
5. Cross-Reference Information.
Product cross-reference comparisons or product alternatives that are presented do not imply that products are available or perfectly comparable. CROSS-REFERENCED PRODUCTS OR PRODUCT ALTERNATIVES ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE EQUIVALENTS. Customer shall review all cross-referenced product or product alternative specifications prior to purchase and use to determine suitability of the product for customer's intended use.
 
D.PRODUCT INFORMATION
1. Catalog/Website Information.
MUDGE FASTENERS is a distributor of products and information about the products in the MUDGE FASTENERS web site is provided by the manufacturers and/or suppliers. Product depictions in the websites are for illustrative purposes only. Possession of, or access to, any MUDGE FASTENERS literature or websites does not constitute the right to purchase products. MUDGE FASTENERS reserves the right to revise publishing errors in any of its websites. Despite our efforts, occasional pricing errors may occur in the MUDGE FASTENERS websites. MUDGE FASTENERS reserves the right to cancel any and all orders resulting from such pricing errors, even if customer has received an order confirmation from MUDGE FASTENERS.
2. Product Substitution.
Products and/or country of origin may be substituted and may not be identical to descriptions and/or images published in the catalog or on the website.
3. Material Safety Data Sheets.
Material Safety Data Sheets (“MSDS”) for OSHA defined hazardous substances are supplied by the manufacturers and/or suppliers. MUDGE FASTENERS MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE INFORMATION IN ANY MSDS. CUSTOMER END USER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT. Send MSDS requests to MUDGE FASTENERS, 3050 Palisades Drive, Corona, CA 92880, email request to sales@MudgeFasteners.com, or call 1-800-634-0406.
 
E. GENERAL TERMS
1. Electronic Data Interchange.
If MUDGE FASTENERS and customer mutually agree to use an Electronic Data Interchange (“EDI”) system to facilitate purchase and sale transactions, customer agrees that it will not contest: (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. MUDGE FASTENERS and customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use reasonable security procedures to protect EDI records from improper access. In the event of a conflict, the business records maintained by MUDGE FASTENERS regarding EDI purchases made by customer shall be deemed to be conclusive.
2. Third Party Payment Provider.
If customer elects to use a third party payment system provider (“Third Party Provider”) and MUDGE FASTENERS is charged fees by the Third Party Provider, MUDGE FASTENERS reserves the right to seek reimbursement from customer for any and all costs paid to the Third Party Provider for the transfer of funds, retrieval of payment detail, or any other purpose from the Third Party Provider.
3. Intellectual Property.
Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights (“IP”) reserved by MUDGE FASTENERS, or any IP owned by manufacturers and/or suppliers to MUDGE FASTENERS. All materials contained in MUDGE FASTENERS literature or on its web sites are subject to the ownership rights of MUDGE FASTENERS and its manufacturers and/or suppliers. Customer shall have no right to copy or use any IP of MUDGE FASTENERS or its manufacturers and/or suppliers without MUDGE FASTENERS's permission.
4. Independent Contractors.
MUDGE FASTENERS and customer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer does not have the right to bind or otherwise obligate MUDGE FASTENERS in any manner, nor may customer represent to anyone that it has the right to do so.
5. Sourced Product.
MUDGE FASTENERS may procure product not available through MUDGE FASTENERS literature or available on www.MUDGE FASTENERS.com for a customer from other sources (“Sourced Product(s)”). Sourced Product is priced according to current market conditions on a per order basis, and is shipped F.O.B. origin with freight and handling fee paid by MUDGE FASTENERS and charged to customer. Sourced Product may not be returned without a return goods authorization issued by MUDGE FASTENERS. MUDGE FASTENERS, at its sole discretion, may withhold the issuance of such authorization. A restocking fee may apply for any returned Sourced Product. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE SOURCED PRODUCT WILL BE CUSTOMER'S SOLE REMEDY.
6. Custom Product.
MUDGE FASTENERS may offer products manufactured or assembled to customers specifications (“Custom Product(s)”). MUDGE FASTENERS is not responsible for verifying or confirming the accuracy of specifications provided by customer to MUDGE FASTENERS for Custom Products. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE CUSTOM PRODUCT WILL BE CUSTOMER'S SOLE REMEDY, AND ALL OTHER WARRANTIES ARE DISCLAIMED UNDER SECTION I.C.3 ABOVE. All Custom Products are sold on a “FINAL SALE” basis only, and no cancellations, returns, refunds or credits are allowed.
7. Cancellation.
All product order cancellations, if not prohibited above, must be approved by MUDGE FASTENERS, and may be denied or subject to restocking fees and other charges.
8. Product Return by Business Customers.
Product returns by business customers, if not prohibited above, must first be approved by MUDGE FASTENERS. Business customer should contact MUDGE FASTENERS at 800-634-0406 for instructions. MUDGE FASTENERS does not take title to returned products until the item is received by MUDGE FASTENERS at the applicable return location. Returned product must be in original packaging, unused, undamaged, and in saleable condition. Proof of purchase is required in all cases. Product returns may be denied or made subject to restocking fees and other charges by MUDGE FASTENERS.
9. Materials of Trade.
Customer represents that if it is purchasing products as its “materials of trade,” as defined in the Hazardous Materials Regulations in Title 49 of the Code of U.S. Federal Regulations, the products shall be used in direct support of customer’s business, such business does not concern transportation, and such products shall not be resold or transported in a vehicle other than one owned by customer.
10. Force Majeure.
MUDGE FASTENERS shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of MUDGE FASTENERS in the conduct of its business.
11. Assignment.
Customer shall not assign any order, or any interest therein, without the prior written consent of MUDGE FASTENERS. Any actual or attempted assignment without MUDGE FASTENERS's prior written consent shall entitle MUDGE FASTENERS to cancel such order upon notice to customer.
12. No Third Party Benefit.
The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto. 14. Waiver, Choice of Law and Venue.
13. Waiver, Choice of Law and Venue.
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of California..
14. Severability.
If any portion of these terms and conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.
15. Modification of Terms.
MUDGE FASTENERS’s acceptance of any order is subject to customer’s assent to all of the terms and conditions set forth herein. Customer's assent to these terms and conditions shall be presumed from customer's receipt of MUDGE FASTENERS’s acknowledgment, or from customer’s acceptance of all or any part of the products ordered. No additions or modifications of MUDGE FASTENERS’s terms and conditions by customer shall be binding upon MUDGE FASTENERS, unless agreed to in writing by an authorized representative of MUDGE FASTENERS. If a purchase order or other correspondence submitted by customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in MUDGE FASTENERS’s acknowledgment, MUDGE FASTENERS’s fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by customer, and will not constitute a waiver by MUDGE FASTENERS of any of the terms and conditions contained herein or in MUDGE FASTENERS’s acknowledgment.
16. Complete Agreement.
The terms and conditions in: (i) MUDGE FASTENERS’s forms; (ii) acknowledgments; (iii) quotations; (iv) invoices; (v) web sites; (vi) literature; and (vii) extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and MUDGE FASTENERS.
 
II. ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF MUDGE FASTENERS PRODUCTS
IN ADDITION TO THE STANDARD TERMS AND CONDITIONS IN SECTION I, EXPORT SALES OF MUDGE FASTENERS PRODUCTS WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF MUDGE FASTENERS PRODUCTS (“ADDITIONAL EXPORT TERMS”). IN THE EVENT OF A CONFLICT BETWEEN MUDGE FASTENERS’S STANDARD TERMS AND CONDITIONS IN SECTION I AND THE ADDITIONAL EXPORT TERMS IN SECTION III, THE ADDITIONAL TERMS IN SECTION III SHALL PREVAIL FOR EXPORT SALES OF MUDGE FASTENERS PRODUCTS.
1. Order Acceptance.
Customer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by MUDGE FASTENERS, or any of its U.S. affiliates and divisions, or at any of its websites. Customer further consents that submission of its order shall subject customer to the jurisdiction of the federal courts of the U.S. and of the State where acceptance occurred in the U.S.
2. Sales Tax and Duties, Import Fees.
MUDGE FASTENERS is required to charge federal, state, local tax, applicable duties, and import fees on products, or for providing a valid exemption certificate. Customer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and expenses as may be applicable. When placing an order, customer shall indicate which products are tax exempt.
3. Payment and Credit Terms.
Payment terms are net thirty (30) days from the date of shipment. All other payment terms are as set forth in Section I.A.4. Customer agrees to inform MUDGE FASTENERS immediately if it intends to use any import or export financing, or has or will be granting a lien or security interest on its inventory to any third party.
4. Shipping Charges and Freight Policy.
All MUDGE FASTENERS export orders are shipped under INCOTERMS® 2010 rules as defined by the International Chamber of Commerce. Unless otherwise stated and agreed, default shipping term is FCA MUDGE FASTENERS shipping location, excluding export customs clearance. Freight is prepaid to U.S. airport or port of exit for single shipment orders of U.S. $1,500 or more of product (before tax and freight) using routing of MUDGE FASTENERS’s choice. Other shipments are freight collect from any MUDGE FASTENERS facility. Customer shall be responsible for obtaining insurance. At MUDGE FASTENERS’s option, this freight policy may be subject to special terms and conditions for certain export orders. If any item is backordered that qualifies for freight prepayment, that item will be shipped prepaid as customer's exclusive remedy. Title and risk of loss for products shall transfer at the delivery point as determined by the applicable INCOTERMS being utilized for the export sale.
5. Export Controls and Related Regulations.
Customer represents and warrants that it is not designated on, or associated with, any party designated on any of the U.S. government restricted parties lists, including without limitation, the U.S. Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List; Entity List or Unverified List; the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List; or the U.S. State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List. Customer shall comply with all applicable U.S. economic sanctions and export control laws and regulations, including without limitation, the regulations administered by OFAC, the Export Administration Regulations administered by BIS, and the International Traffic in Arms Regulations administered by DDTC.
6. Foreign Principal Party in Interest; Freight Forwarder and Documentation.
It is specifically agreed that customer shall be the foreign principal party in interest and/or that its freight forwarder shall act as customer's agent in such capacity for purposes of the Foreign Trade Regulations or other regulatory purposes, and customer and its freight forwarder are responsible for all routed export transactions documentation, including but not limited to the filing of the required Electronic Export Information/Automated Export System records. At MUDGE FASTENERS’s request, customer or its freight forwarder shall provide copies of any export, shipping, or import documentation prepared by customer or its freight forwarder related to sales to customer by MUDGE FASTENERS.
7. Anti-Corruption.
Customer is aware that MUDGE FASTENERS’s business practices prohibit bribery and corrupt behavior in any form. Customer agrees that it is an independent contractor and it is and shall remain in compliance with all applicable laws that relate to money laundering, terrorism, commercial or official bribery or dealing with government officials (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act) and laws implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. Customer shall not offer or provide anything of value (cash or cash equivalents, gifts, loans, travel, entertainment, or any other similar benefit) either directly or indirectly to any public sector or government official for the purpose of influencing any act or decision in connection with the purchase, transportation, customs clearance and/or resale of the products ordered from MUDGE FASTENERS. Customer shall not pay a gratuity, bribe or inducement to any public sector or government official, even if it appears customary or consistent with prevailing business practices.
8. Dispute Resolution.
Actions by MUDGE FASTENERS for non-payment by customer of the purchase price of products sold by MUDGE FASTENERS, or for redress of other breaches by customer of these terms and conditions may be brought by MUDGE FASTENERS, at its option, before any U.S. or foreign judicial court of competent jurisdiction. At MUDGE FASTENERS’s option, disputes between customer and MUDGE FASTENERS, including all claims for non-performance by MUDGE FASTENERS, shall be finally settled by arbitration in Riverside County, California, U.S., in accordance with the Commercial Arbitration Rules (“Rules”) of the American Arbitration Association, by a single arbitrator appointed in accordance with said Rules, applying these terms and conditions and consistent provisions of the federal and state laws (except conflict of law rules) of the State of California, U.S. The language of the arbitration shall be English.
9. Country of Importation and Anti-diversion.
Customer represents that it is purchasing products from the U.S. and importing them to the country specified in the customer and MUDGE FASTENERS documentation. Customer agrees that the products will be shipped to the specified destination in compliance with the laws of such destination and the U.S., and that the products will not be directly or indirectly sold, exported, transferred, assigned, used, or otherwise disposed of in a manner which may result in any non-compliance with applicable U.S. laws and regulations relating to the product purchased by customer. Any commodities, technology and software will be exported from the U.S. in accordance with the U.S. Export Administration Regulations and other applicable laws or regulations. Diversion contrary to U.S. law is prohibited. If requested by MUDGE FASTENERS, customer shall provide documentation satisfactory to MUDGE FASTENERS verifying delivery at the designated country, the identity of end users ordering products from customer and the terms and conditions upon which such end users request products to be supplied. Customer further agrees to inform MUDGE FASTENERS at the time of order of any North American Free Trade Agreement or other special documentation, packaging or product marking or labeling, but MUDGE FASTENERS shall not be responsible for providing any such documentation, packaging, marking or labeling other than such documents that are necessary under U.S. export laws and regulations for export, unless MUDGE FASTENERS expressly agrees to do so.
10. Permits, Export, and Import Licenses.
Customer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country of importation and/or under the Export Administration Regulations, International Traffic in Arms Regulations, Toxic Substances Control Act, or other applicable laws or regulations.
11. Governing Law; Limitations.
The rights and obligations of the parties under these terms and conditions shall not be governed by the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods. Rather, these terms and conditions shall be governed by the laws of the State of Illinois, U.S., including its provisions of the Uniform Commercial Code, but excluding its conflict of law rules. Notwithstanding the foregoing, any legal action by customer with respect to any transaction must be commenced within one (1) year after the cause of action has arisen.
 
 
LIABILITY
Mudge Fasteners (Seller) disclaims any warranties expressed or implied as to the suitability of any product for a particular purpose. It is the responsibility of the end user of the products we sell to select the proper product and test that product at a level that is commensurate with the nature of the application.
 
Seller shall not be responsible for buyer's manufacturing costs, labor, alternate purchases, extra freight, lost profit, good will, recall costs or other incidental or consequential damages.