By accessing or using the website located at mru-instruments.com or purchasing products or services, including field services, from MRU Instruments, Inc. (“MRU Instruments,” “we,” “us,” or “our”), you (“Buyer,” “you,” or “your”) agree to be bound by these Terms of Service (“Terms”).
If you do not agree to these Terms, please do not use our website, purchase our products, or engage our services
1. Acceptance/Agreement
All orders and service requests are subject to acceptance by MRU Instruments, Inc. Additional or different terms in a Buyer’s purchase order, service request, or any other document by the Buyer are not part of this agreement unless explicitly agreed to in writing by MRU Instruments, Inc. Any rejection of these Terms or variations in any degree, any of the terms of this agreement’s form, shall be deemed material and are objected to or rejected, but this sales and service agreement form shall not operate as a rejection of the Buyer’s offer unless otherwise indicated.
2. Payment Terms
Payments for products and services, including field services, are due immediately upon receipt of invoice unless special written arrangements have been made with MRU Instruments, Inc. MRU Instruments, Inc. may, at any time, suspend performance of any order or service or require payment in cash, security, or other adequate assurance for insecurity. In the event of such suspension, MRU Instruments, Inc. reserves the right to assess late charges on outstanding balances at the rate of 1.5% per month. All goods are shipped Ex Works, and the financial condition of the Buyer or other factors for insecurity warrant such action. MRU Instruments, Inc. reserves the right to assess late charges on outstanding balances accruing at the rate of 1.5% per month until payment is received in full.
3. Cancellation/Termination
Upon written notice of cancellation or termination for the Buyer’s convenience of standard catalogue items or field services, for standard
products or services only, the Buyer is subject to a minimum 15% charge on the remaining balance and a charge reflecting a reversion to the quantity pricing or service rates of items or services actually delivered. In the event that the goods or services are special, non-standard, or custom, the Buyer may terminate this order or service agreement in whole or in part for its convenience upon written notice to MRU Instruments, Inc., in which event MRU Instruments, Inc. shall be entitled to termination charges consisting of a percentage of the order or service price reflecting the percentage of the work performed prior to termination plus actual direct costs resulting from termination.
4. Delivery
The promised delivery date for products is the best estimate possible, based upon current and anticipated manufacturing capabilities, when the product will be shipped. MRU Instruments, Inc. assumes no liability for losses, damages, or consequential damages due to delays, including those caused by international shipping or customs delays. In the event MRU Instruments, Inc. fails to deliver Products to Buyer by the promised delivery date, in the event that MRU Instruments, Inc. defaults, Buyer’s sole remedy for such default shall be cancellation of the applicable order. MRU Instruments, Inc. shall have no other liability to Buyer as a consequence of any such default.
5. Field Services
MRU Instruments, Inc. may provide field service for its products, including maintenance, repair, and technical support, at locations in the United States, Canada, and Mexico as requested by the Buyer. The following terms apply to field services:
Service Requests: Buyer must submit a written or electronic service request, specifying the location, product, and nature of the service required. Buyer is responsible for providing the most applicable/available information regarding the state and operation of the device for which the Field Service is being requested to facilitate the informed preparation by MRU Instruments, Inc. Failure to provide this information may result in additional cost including but not limited to replacement material/hardware, shipping cost, rebooking or rescheduling costs, or additional time on site at the current rate set by MRU Instruments, Inc. MRU Instruments, Inc. will provide an estimated timeline for service, subject to availability, travel conditions, and other factors beyond our control.
Travel and Expenses: Travel-related expenses incurred by MRU Instruments, Inc., including but not limited to transportation, accommodation, meals, and visas or permits required for travel to the U.S., Canada, Mexico, or South American countries are generally covered under the quoted Field Service Cost. Buyer is responsible for any Rebooking, Rescheduling, or Return trips made necessary by delayed receiving of service materials, weather conditions, travel incidents, customs/visa rejection or delay, or request by the Buyer. MRU Instruments, Inc. will provide a detailed invoice for such expenses, payable immediately upon receipt unless otherwise agreed in writing.
Access and Cooperation: Buyer agrees to provide MRU Instruments’ field service technicians with safe and timely access to the product location, necessary facilities, and any information or assistance required to perform the service. Buyer is responsible for ensuring compliance with local safety, health, and environmental regulations at the service location.
Scheduling and Delays: MRU Instruments, Inc. will make reasonable efforts to meet scheduled service dates but assumes no liability for delays due to weather, travel restrictions, customs issues, government regulations, or other factors beyond its reasonable control.
6. UL/CSA Certification and Commissioning Requirement
MRU Instruments, Inc. manufactures stationary industrial products that are certified under applicable UL (Underwriters Laboratories) and/or CSA (Canadian Standards Association) standards. As a condition of maintaining the validity of these certifications, the commissioning of any UL/CSA-certified device must be performed exclusively by an MRU Instruments, Inc. technician or a certified MRU service partner. It is the sole responsibility of the customer to arrange, purchase, and facilitate this required commissioning directly with MRU Instruments, Inc. or risk the loss or invalidation of the UL/CSA certification status of the device. MRU Instruments, Inc. shall not be held liable for any consequences resulting from the customer’s failure to properly commission the equipment in accordance with these requirements.
7. Shipment Readiness and Delays in Receipt
Any hardware—whether new or returned—prepared by MRU Instruments, Inc. for shipment to the Buyer must be received by the Buyer within a reasonable amount of time following notification of shipment readiness or be subject to MRU Instruments, Inc.’s current policies regarding unclaimed or delayed orders. This may include, but is not limited to, the application of fees for storage, recalibration, or repeated preparation of the hardware. MRU Instruments, Inc. reserves the right to assess such fees at its sole discretion based on the duration and nature of the delay.
8. Force Majeure
MRU Instruments, Inc. is not in default upon the availability of materials or the ability to provide field services; MRU Instruments, Inc. shall not be liable for any delay in delivery, service provision, or failure to deliver or perform due to events beyond its reasonable control, including but not limited to natural disasters, pandemics, government regulations, cyberattacks, supplier failures, labor disputes, fires, floods, acts of God, international trade restrictions, customs delays, or travel restrictions affecting field service technicians.
9. Lead Times and Delivery Expectations
All lead times provided by MRU Instruments, Inc. are based on the best available projections at the time of issuance. These lead times are non-binding and intended solely as estimates to assist the Buyer in planning. Any delay on the part of the Buyer during the purchasing process—including but not limited to delayed issuance of a purchase order, required documentation, or payment—may result in extended lead times. Such extensions may occur due to changes in material availability at the final point of processing, production scheduling, or inventory constraints. MRU Instruments, Inc. will make all reasonable efforts to deliver the acquired hardware or materials in a timely manner and in accordance with any requested schedule where feasible. MRU Instruments, Inc. assumes no responsibility or liability for delays in lead times arising from factors including, but not limited to, acquisition delays, shipping disruptions, or supplier availability.
10. Liability
MRU Instruments, Inc., its suppliers, and partners are not limited to, shall not be liable for any damages or losses resulting from the use of the website, products, or services, including field services, including but not limited to indirect, incidental, special, consequential, or punitive damages, or any damages for loss of profits, revenue, data, or use, arising out of or related to this agreement, whether in contract, tort, or any other legal theory. The materials, products, and services on this website are provided “as is” with no warranties, express or implied, including merchantability, fitness for a particular purpose, or non-infringement. MRU Instruments, Inc. shall not be liable for any injuries, damages, or losses arising from field service activities, including those caused by third-party actions, Buyer negligence, or environmental hazards at the service location, except in cases of gross negligence or willful misconduct by MRU Instruments, Inc.
11. Warranty
MRU Instruments, Inc. expressly warrants that the materials and services, including field services, covered by this sale will conform to the specifications, drawings, or other descriptions specified by the Buyer or, if none are specified, to MRU Instruments’ standard specifications and will be free of defects in materials and workmanship for a period of one year from the date of shipment or service completion. This warranty is the only warranty made by MRU Instruments, Inc. with respect to the goods and services sold or provided under this agreement. There is no other warranty, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. MRU Instruments, Inc. shall not be liable for any incidental, special, or consequential damages, including but not limited to loss of profits, revenue, or use, arising from the sale, use, or performance of the products or services.
12. Failure of the Buyer to Object
Failure of the Buyer to object in writing to any merchandise shipped or field services provided by MRU Instruments, Inc. within 30 days after receipt thereof or service completion will constitute acceptance by the Buyer of such merchandise or services. Rejected material or services must be reported to MRU Instruments, Inc. within 30 days after receipt or completion, with prior authorization from MRU Instruments, Inc. MRU Instruments, Inc. may, at its option, accept, replace, or reperform the rejected material or services to meet Buyer’s specifications within a reasonable time period after receipt or report. Claims for shipping damage, including international shipping issues, or service-related issues must be made with the carrier or detailed in writing to MRU Instruments, Inc., and Buyer must adequately protect returned items in the same packaging in which they were received.
13. Confidential Information
All drawings, diagrams, specifications, and other materials furnished by MRU Instruments, Inc. and identified as confidential, including information shared during field services, are proprietary to MRU Instruments, Inc. and shall not be disclosed or used by Buyer except as necessary to perform under this agreement. Buyer agrees to maintain the confidentiality of all confidential information in possession or control, which relief is in an event less than the measures it uses to maintain the confidentiality of its own information of equal importance. Buyer further acknowledges and agrees that the sale of products or provision of services to Buyer does not convey any license, express or implied, and Buyer shall not, manufacture, modify, reverse engineer, duplicate, or otherwise copy or reproduce any of the products, services, or parts thereof without prior written consent from MRU Instruments, Inc.
14. Intellectual Property
All materials on the website, including text, graphics, logos, and software, are owned by or licensed to MRU Instruments, Inc. and are protected by copyright, trademark, and other intellectual property laws. Buyers are granted a limited, non-exclusive, non-transferable license to download one copy of the materials for personal, non-commercial use. This license does not transfer title and may be terminated if these Terms are violated or upon MRU Instruments’ discretion.
15. Governing Law and Dispute Resolution
These Terms will be governed by and construed in accordance with the laws of the State of Texas, United States, unless otherwise required by applicable law in Canada or Mexico. For Buyers in the United States, any suit hereunder will be brought in the federal or state courts of Harris County, Texas, and Buyer hereby submits to the personal jurisdiction of such courts. For Buyers in Canada, disputes will be resolved under the laws of the province of Ontario, with jurisdiction in the courts of Toronto, Ontario. For Buyers in Mexico, disputes will be resolved under Mexican federal law, with jurisdiction in the courts of Mexico City, Mexico. Any disputes arising from this agreement, including those related to field services, must be submitted to mediation in the applicable jurisdiction (Harris County, Texas; Toronto, Ontario; or Mexico City, Mexico) before pursuing litigation. If mediation fails, either party may seek resolution in the appropriate courts as specified above.
16. Privacy Policy
By using our website or purchasing our products or engaging our services, including field services, you agree to our Privacy Policy, which is incorporated into these Terms by reference. Our Privacy Policy outlines how we collect, use, store, and protect your personal information in compliance with applicable laws, including the General Data Protection Regulation (GDPR) for European Union residents (if applicable), Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA), and Mexico’s Federal Law on Protection of Personal Data Held by Private Parties. You can review our Privacy Policy at mru-instruments.com/privacy-policy.
17. Digital Transactions and Electronic Signatures
Buyer agrees that electronic signatures, online forms, and email communications are binding and enforceable under this Agreement, subject to applicable laws in the United States, Canada, and Mexico. MRU Instruments may use digital platforms to process orders and service requests, and Buyer consents to the use of such platforms for transactions and communications.
18. Data Retention
Buyer data, including information collected during field services, will be retained for no longer than necessary to fulfil the purposes for which it was collected, in compliance with applicable data protection laws, including but not limited to U.S. federal and state laws, Canada’s PIPEDA, and Mexico’s Federal Law on Protection of Personal Data Held by Private Parties. Data may be deleted upon written request unless required by law to be retained.
19. Return and Refund Policies
Returns of products must be requested within 30 days of delivery, in original packaging, and subject to a 15% restocking fee. Refunds will be issued within 14 days of receiving returned goods, provided they meet MRU Instruments’ inspection standards. For field services, Buyer may request a refund or reperformance within 30 days of service completion if the service fails to meet agreed specifications, subject to MRU Instruments’ review.
All claims for shipping damage, including international shipping issues, or service-related issues must be made with the carrier or detailed in writing to MRU Instruments, Inc., and Buyer must adequately protect returned items in the same packaging in which they were received. Buyers in Canada and Mexico are responsible for any additional customs duties, taxes, or fees associated with returns, refunds, or field service travel.
20. Third-Party Integrations and AI Tools
MRU Instruments may use third-party services (e.g., payment processors, analytics tools) or automated tools, including artificial intelligence, to facilitate transactions, website functionality, or field service scheduling and diagnostics. Buyer agrees that MRU Instruments is not responsible for the performance, security, or privacy practices of these third parties. MRU Instruments is not liable for errors or inaccuracies resulting from the use of AI or automated tools, subject to applicable laws in the United States, Canada, and Mexico.
21. General Provisions
Any actions arising from this agreement, or breach thereof, including those related to field services, must be commenced within one year after the cause of action accrues. MRU Instruments, Inc. reserves the right to correct any stenographical or clerical errors in any of the writings or documents issued by or between Buyer and MRU Instruments, Inc. The Buyer may not assign any rights or delegate any performance under this agreement without the written consent of MRU Instruments, Inc.
22. Amendments
MRU Instruments, Inc. may amend these Terms at its discretion, with changes effective immediately upon posting on our website. It is Buyer’s responsibility to review these Terms periodically for updates. Continued use of our website, products, or services after such changes constitutes acceptance of the amended Terms.
