Skip to Content

Terms of Service

STANDARD TERMS AND CONDITIONS OF SALE

  1. APPLICABILITY – Midwest Ag Electric, a Minnesota corporation located at 118 Columbus Ave, Albert Lea, MN 56007 (“Company”) is a service provider. All transactions in which services (“Services”) are sold or provided to or for the benefit of any individual or entity who purchases Services from Company (“Customer”), whether or not such other person deals directly with Company or its agent, are governed by these terms and conditions (“T&Cs”), unless and to the extent otherwise expressly and specifically agreed to by Company in a purchase order or other signed written agreement between Company and Customer in which Company separately initials the different or additional terms. Placement of an order with Company shall constitute acceptance of these terms and conditions of sale by the Customer. These T&Cs are subject to change by Company without prior written notice at any time, in Company’s sole discretion. Customer can find the most up to date T&Cs on Company’s website. A waiver or repeated waivers of any provision or provisions hereof by Company shall not constitute a waiver of the same provision or provisions or any other provisions in any other instance and shall not impair the rights of Company to enforce any of these T&Cs subsequent to such waiver. If any change to any law, rule, regulation, order, code, standard or requirement impacts Company’s obligations or performance under these T&Cs, Company will be allowed a change order for an equitable adjustment in the price and time of performance.

  2. QUOTATIONS AND PURCHASE PRICE – Company’s price quotations will be firm from the date of quotation for 30 days unless an earlier or later date is listed on Company’s proposal. Prices do not include any sales, use, excise, or other tax, fee or charge of any nature or any shipping, delivery, duty, custom, inspection or testing fee, or insurance costs. Additional taxes and fees will be paid by Customer in addition to the prices quoted or invoiced.

  3. PAYMENT TERMS – Except as otherwise provided herein, upon completion of work, Company shall issue an invoice detailing all charges arising from the Work (“Invoice”). The term “completion of Work” shall mean any juncture of the job at which point Company cannot move forward with the project due to the need for an inspection other than the final inspection, waiting on Customer or other contractors, waiting on materials, etc. Customer agrees to pay each Invoice within seven (7) calendar days of delivery. The term “delivery” shall mean two (2) business days after mailing, if mailed by regular United States Postal Service, or immediately upon email delivery to Customer or at the location of any Work or other location set forth for delivery in the Work Documentation. On the eighth (8th) day following delivery and every day thereafter, a daily late charge of $15 will be added to all delinquent accounts.

  4. ORDER ACCEPTANCE – Either written acceptance or commencement of the Services by Company, whichever occurs first, will be deemed effective acceptance by Company of Customer’s order.

  5. CANCELLATIONS AND DELAYS

    1. CANCELLATIONS – Accepted orders or any part thereof, including all blanket or standing orders, may not be cancelled by Customer without at least 60 days’ prior, written notice to and approval of Company, which may be conditioned upon payment of cancellation fees and recovery of costs incurred. Customer agrees to pay Company standard contract labor rate for all labor incurred and all raw materials purchased for that order, including any restocking charges incurred, plus applicable handling fees and costs for all finished goods and work in progress. In addition, Customer is responsible for all Products ordered and held in inventory pursuant to a standing purchase order.

    2. DELAYS – Company will not be liable for any delays caused by its suppliers. Company will not be liable for delays, in whole or in part, caused by riots, strikes, labor disputes, shortages or curtailments of raw materials, natural disasters, fires, lack of transportation, accidents, disease, pandemic, government action, or any other contingency beyond their reasonable control.

  6. CONFIDENTIAL INFORMATION – All information provided to Customer relating to price, design, performance, size, and type of Service is considered confidential information and is not to be shown or disclosed or made available to others without the prior written consent of Company.

  7. GOVERNING LAW.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of Minnesota.

  8. Default by Customer – The following circumstances constitute a Default: 1) Customer fails to satisfy his or her payment obligations, 2) Customer files for bankruptcy (or the state-law equivalent), 3) Customer is in receivership, or is under threat of receivership or bankruptcy (or the state law equivalent), or 4) Company reasonably deems itself insecure with respect to Customer’s performance under this Agreement. In the event of Default, Company may exercise one or more of the following options: 1) cancel the Agreement and be relieved of all remaining obligations thereunder, 2) take possession of any parts or goods purchased by the Company and associated with the Work, and/or 3) demand immediate payment and take all necessary steps to collect full payment. Company’s waiver of one Default shall not be deemed a waiver of any subsequent default.

  9.  INDEMNITY – Customer agrees to indemnify Company from and against all third-party claims, damages, expenses, liabilities, and losses, including without limitation attorney’s fees and costs, whether or not a lawsuit or other action is filed, alleging bodily injury, death, or damage to a third party’s tangible property caused by Customerr’s negligent acts or omissions or other wrongful conduct or breach of Customers obligations under these T&Cs, except to the extent such damages or losses are directly caused by the gross negligence or willful misconduct of Company. Customer shall provide Company with prompt written notice of any third-party claims covered by this Section. Company has the unrestricted right to select and hire counsel and the exclusive right to conduct the legal defense and/or settle the claim on the Customer’s behalf. Customer shall not make any admission(s) which might be prejudicial to Company and shall not enter a settlement without the express permission of Company.

  10. LIMITED WARRANTY AND DISCLAIMERS – Company warrants that Work will be performed in a workmanlike manner and will be free from defects in workmanship for a period of five (5) years, and free from defects in materials for a period of two (2) years, each from the date of Company’s final Invoice to Customer.  Company’s sole liability and Customer’s exclusive remedy for any defect shall be limited, at Company’s option, to repair, replacement, or a refund of amounts paid by Customer for all or a portion of the Work. Customer must provide written notice of the alleged defect(s) upon discovery of such defect and before the expiration of the warranty period described herein.  Defective items disclosed on the Invoice and any parts or items supplied by the Customer may be excluded from warranty, at Company’s option.  This warranty is contingent upon proper use of the affected areas in the application for which it was intended and does not apply to any Work subjected to unusual physical or electrical stress or impediments, neglect, improper testing or storage, third party workmanship, or unauthorized repair.  If the Work or any aspect of the Work is repaired, replaced, or altered by anyone other than Company, the warranty is void.  The warranty for parts repaired or replaced by Company is limited to the scope and duration of the original warranty set forth herein.  This warranty is for Customer’s benefit only, and is non-transferable.

    EXCEPT FOR THE LIMITED WARRANTY PROVIDED HEREIN, COMPANY MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED WITH RESPECT TO THE WORK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF EVERY KIND PERTAINING IN ANY WAY TO THE WORK WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ADEQUACY OR SUITABILITY, HOWEVER ARISING, WHETHER BY STATUTE, COMMON LAW, USAGE OF TRADE, COURSE OF DEALING, CUSTOM OR OTHERWISE.

  11. LIMITATION OF LIABILITY – IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY OR TORT (INCLUDING NEGLIGENCE), SHALL COMPANY OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE OF EQUIPMENT, LOSS OF DATA, DAMAGE TO, OR LOSS OF USE OF, ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE OR REPLACEMENT PRODUCTS, FACILITIES, SERVICE OR POWER, DOWN TIME COSTS, OR CLAIMS OF CUSTOMER’S FOR SUCH DAMAGES. COMPANY’S LIABILITY ON ANY CLAIM OF ANY KIND (INCLUDING NEGLIGENCE) FOR ANY LOSS OR DAMAGE ARISING OUT OF OR RESULTING FROM THIS AGREEMENT, OR FROM THE PERFORMANCE OR BREACH THEREOF, OR FROM THE PRODUCTS OR SERVICES FURNISHED HEREUNDER, SHALL IN NO CASE EXCEED THE PRICE OF THE SPECIFIC PRODUCT OR SERVICE WHICH GIVES RISE TO THE CLAIM. ALL SUCH LIABILITY SHALL TERMINATE UPON THE EXPIRATION OF THE LIMITED WARRANTY PERIOD, AS HEREINABOVE STATED.

  12.  INTELLECTUAL PROPERTY – Unless Company and Customer otherwise agree in writing, Company will have the right to use all ideas, concepts, specifications, and other materials conceived of or produced in connection with the Products or Services in Company’s business and all intellectual property rights and title to all copyrights, patents, know-how, designs (including drawings, plans, specifications and application software) to Products and inventions (whether registered or not), including all enhancements and improvements, shall vest in and be the exclusive and absolute property of Company and shall not constitute “work made for hire” as defined in U.S. Copyright laws. Title to firmware will also remain with the Company or the respective equipment manufacturer. Company will grant to Customer a perpetual, non-exclusive, non-transferable license to use application software in the application for which the software was designed for the specified Products.

  13. NON-SOLICITATION OF EMPLOYEES – During the term of this Agreement and for a period of 1 year after the expiration or termination of these T&Cs, Customer agrees not to, directly or indirectly, including through affiliates, hire, contract with, solicit for the purpose of hiring or contracting with any employee of Company, or otherwise encourage or induce any employee of Company to alter such person’s relationship with Company; provided that nothing contained herein shall prevent Customer from (i) hiring a person who responds to a general solicitation of employment not specifically directed at such person, or (ii) soliciting or hiring a person who has been terminated by the Company.

  14.  ENTIRE AGREEMENT – These T&Cs are intended by the parties as the final expression of their agreement and is the complete and exclusive statement of the terms of their agreement and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings, whether oral, written, expressed or implied.

  15.  ADDITIONAL TERMS – Company’s failure to object to the provisions contained in a purchase order or other communications shall not be deemed a waiver of the T&Cs nor acceptance of such Customer provisions. If one or more of these provisions in the T&Cs is found to be unlawful, invalid or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of these T&Cs, which will remain valid and enforceable. All matters relating to or arising from dealings between Company and Customer will be governed and controlled by the laws of the State of Minnesota, notwithstanding conflict of law provisions, whether based in contract or tort, including statutes of limitations. Customer agrees to bring any claim, cause of action, suit or demand allegedly arising out of or related to the transactions between Company and Customer exclusively in the state or federal courts located in Minnesota. Customer irrevocably consents to jurisdiction in, and venue of such courts. CUSTOMER IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH DEALINGS WITH COMPANY.