MJS US, LLC dba MJS Supply
600 W Peachtree St NW, Suite 1700, Atlanta, GA 30308
quotes@mjs-supply.com · MJS-Supply.com

These are the Conditions of Sale referenced on MJS Supply quotations, order acknowledgments, and invoices.

1. Scope and Acceptance

These Terms and Conditions (Conditions) apply to commercial sales of products by MJS US LLC dba MJS Supply (MJS) to the purchasing customer (Buyer). MJS distributes and resells products made by others, including rigging, lifting, fall protection, safety, cargo control, material handling, tools, and MRO supplies. MJS does not manufacture, fabricate, alter, repair, install, inspect, certify, or provide engineering or field services under these Conditions. A manufacturer or other supplier may produce made-to-order products that MJS resells.

MJS quotations are invitations to place an order and are subject to availability and final written acceptance by MJS. Buyer may request an order by purchase order, email, text, telephone, or in person. No order binds MJS until MJS issues its written acknowledgment identifying the products, price, payment terms, and delivery arrangements. These Conditions must be provided to Buyer before contract formation and be expressly accepted by Buyer, including by email or electronic approval identifying the applicable quote or acknowledgment. MJS EXPRESSLY REJECTS ALL ADDITIONAL OR DIFFERENT BUYER TERMS AND MAKES ANY ACCEPTANCE OF A BUYER OFFER EXPRESSLY CONDITIONAL ON BUYER’S EXPRESS ASSENT TO THESE CONDITIONS. A Buyer purchase order is for administrative purposes only and does not amend these Conditions. MJS will not order or ship against conflicting forms until the conflict is resolved in writing. Payment, shipment, invoice processing, portal registration, or other performance does not constitute MJS’s assent to Buyer terms. A separate agreement signed by authorized representatives of both parties controls only to the extent of a direct conflict. Specifically agreed order details control as to product identity, quantity, price, payment schedule, and delivery method, but do not override warranty, indemnity, liability, or dispute provisions unless the signed agreement expressly identifies the provision being superseded. No employee or sales representative may vary these Conditions without MJS’s written authorization.

2. Quotes, Prices, and Taxes

Unless expressly stated otherwise, quotations expire seven calendar days after issuance and are subject to availability and MJS’s written acceptance. MJS may correct clerical, mathematical, typographical, or supplier-quotation errors before acceptance. Accepted base prices are fixed except for Buyer-requested changes and documented new or increased tariffs, duties, governmental assessments, or freight surcharges imposed after acceptance and directly attributable to the order. MJS will notify Buyer of such increases with supporting details before incurring them, where practicable. Buyer may decline an increase before the affected commitment is made; cancellation remains subject to Section 4 of these Conditions. Freight, delivery, expedited service, required documentation, and applicable sales, use, excise, and similar transaction taxes are additional unless expressly included. Buyer bears taxes arising from the sale other than taxes on MJS’s net income. Buyer must furnish a valid exemption certificate before invoicing and reimburse taxes, interest, or penalties resulting from an invalid certificate or inaccurate Buyer tax information, except to the extent caused by MJS’s failure to comply with applicable law.

3. Payment and Credit

Payment in immediately available funds is due before MJS places the supplier order unless MJS expressly approves credit or a deposit-and-balance schedule in writing. Credit is discretionary, applies only within approved limits, and may be reduced or withdrawn prospectively on reasonable grounds. Buyer’s payment obligation is independent of payment by its customer, its project acceptance, and reimbursement by any third party. Buyer must pay amounts when due without deduction, withholding, chargeback, setoff, or recoupment, except as required by mandatory law or agreed by MJS in writing. Buyer must identify invoice disputes in writing, with particulars, within 15 calendar days after the invoice date; failure to do so waives reasonably discoverable billing objections, but not nonwaivable rights. A dispute does not defer undisputed amounts. Overdue commercial balances bear simple interest at 1.5% per month or the maximum lawful rate, whichever is less, subject to applicable accrual requirements. Buyer will pay reasonable collection expenses and attorney’s fees to the extent legally recoverable, subject to required statutory notices and limits. MJS may suspend performance for overdue amounts or reasonable grounds for insecurity, demand written adequate assurance and advance payment, and exercise available cancellation and seller remedies if adequate assurance is not timely supplied as permitted by law. MJS is not responsible for resulting delays to the extent the suspension is lawful. Buyer must promptly disclose insolvency proceedings or material adverse changes affecting payment. As security for unpaid purchase money, Buyer grants MJS a purchase-money security interest in products sold on credit and their identifiable proceeds, and authorizes financing statements describing that collateral. Buyer will reasonably cooperate in the perfection of such security interest. This security interest does not postpone the passage of transit risk under Section 5.

4. Changes and Cancellations

No change, suspension, rescheduling, or cancellation is effective without MJS’s written approval. MJS may refuse cancellation after an order is accepted or committed to a supplier. Before approving a change or cancellation, MJS may require payment of outstanding balances and the resulting charges, including supplier cancellation or restocking charges, completed work, committed materials, freight, handling, and other commercially reasonable losses recoverable under applicable law. Deposits may be applied to such amounts; any excess will be refunded, and Buyer remains liable for any deficiency. Made-to-order, fabricated, cut-to-length, specially procured, and other designated noncancelable products are noncancelable and nonreturnable for convenience once MJS makes the disclosed commitment. Changes may revise pricing and extend lead times. MJS may cancel an undelivered portion of an order if supply becomes unavailable despite commercially reasonable efforts, performance becomes unlawful, or Buyer fails to satisfy payment or assurance requirements. For cancellation not caused by Buyer’s breach, MJS will refund amounts paid for undelivered products, less any Buyer-approved custom commitments, without liability for substitute procurement costs or consequential losses, subject to Sections 10 and 11 of these Conditions and applicable law.

5. Shipping, Delivery, and Risk of Loss

Products may ship directly from a manufacturer or supplier, ship from MJS, be picked up, or be delivered locally by MJS. The acknowledgment will identify the delivery method and any agreed freight or delivery charges. For third-party carrier shipments, unless the accepted order expressly requires destination delivery, risk of loss and title pass when conforming products are duly delivered to the carrier at the stated shipping origin, including a supplier’s facility. For an expressly agreed destination shipment, risk passes when conforming products are tendered at that destination as required by the order. For MJS local delivery, risk and title pass on Buyer’s or its designated recipient’s receipt at the agreed location; for pickup, they pass on receipt by Buyer or its representative. These rules remain subject to applicable law concerning nonconforming goods.

Buyer will provide accurate delivery instructions, receiving hours, access restrictions, appointment requirements, and unloading requirements and will supply safe access and suitable unloading personnel and equipment unless otherwise agreed. Buyer bears commercially reasonable redelivery, detention, demurrage, storage, and additional handling charges caused by inaccurate instructions, failure to receive, or requested additional services. If Buyer fails to take delivery when conforming goods are duly tendered, MJS may arrange storage at Buyer’s expense and exercise applicable seller remedies; risk passes to Buyer to the extent provided by applicable law. MJS may make partial shipments and invoice each separately; each invoice is payable when due notwithstanding later shipments. Buyer bears associated freight only to the extent included in the accepted freight arrangements or separately approved. Partial delivery does not excuse payment for conforming goods delivered.

6. Delivery Estimates and Delays

Lead times and delivery dates are estimates, not guarantees, unless an authorized MJS representative expressly agrees otherwise in a signed writing. Time is not of the essence unless that writing expressly states it. MJS is not liable for delay caused by circumstances beyond its control, including severe weather, disaster, epidemic, labor interruption, government action, export restrictions, carrier disruption, or supplier interruption that MJS could not reasonably prevent or overcome (each a “Force Majeure Event”). MJS will notify Buyer of known material delays and use commercially reasonable efforts to mitigate them; MJS need not obtain substitute goods at commercially unreasonable cost. MJS may reasonably allocate limited supply among customers. A delay does not excuse Buyer’s accrued payment obligations or permit cancellation of completed deliveries. After 30 calendar days of a continuing excused delay, Buyer may cancel only the affected undelivered portion of standard, uncommitted products by written notice and receive a refund for that portion. Cancellation of custom or noncancelable commitments remains subject to Section 4 of these Conditions and applicable law. No Force-Majeure event excuses payment for goods already delivered.

7. Inspection and Claims

Buyer will inspect products promptly upon receipt and before installation, resale, incorporation, or use. Buyer must give MJS written notice specifying any visible damage, shortage, or incorrect product within seven calendar days after receipt, and preserve packaging, photographs, shipping documents, and the affected products for inspection. Absent timely specific notice, Buyer accepts the products and waives claims for nonconformities reasonably discoverable by that inspection, to the extent permitted by law. Acceptance does not waive latent defects or rights that cannot lawfully be waived. Buyer will notify MJS of a concealed or latent defect within a reasonable time after discovery, or when it should reasonably have been discovered, and provide a reasonable opportunity to inspect and cure before repair, alteration, disposal, or return, except for necessary immediate safety measures. Claims remain subject to Sections 10 and 11 of these Conditions and any applicable manufacturer procedures. The party bearing transit risk must pursue carrier claims; MJS will provide reasonable assistance without assuming the carrier’s liability. Buyer must immediately stop use of suspected defective, damaged, or incorrect safety equipment and take reasonable measures to prevent further injury or loss.

8. Returns

No return is permitted without MJS’s prior written return authorization identifying the destination and conditions. Authorization is not an admission of liability or a promise of credit. Requests for discretionary returns of conforming goods must be made within seven calendar days after receipt; MJS may approve or deny them in its reasonable commercial discretion, taking account of supplier eligibility and product condition. Approved goods must be unused, unaltered, complete, in original packaging, and accompanied by required labels and traceability documents. Buyer bears return freight, transit risk until actual receipt at the authorized destination, and supplier restocking charges and reasonable MJS handling charges disclosed in the authorization. Credit is issued only after inspection and acceptance, less applicable charges. Unauthorized returns may be refused or returned at Buyer’s expense. Made-to-order, fabricated, cut-to-length, specially procured nonreturnable, and identified final-sale goods are not eligible for convenience returns. Safety goods with compromised seals, traceability, or unverifiable use history are ineligible. These rules do not eliminate valid nonconformity claims: MJS will provide the remedy under Section 10 and reasonably necessary return freight for an established error attributable to MJS.

9. Product Selection, Safe Use, and Documentation

Buyer must verify product specifications, capacities, compatibility, environmental suitability, and applicable jobsite requirements through qualified personnel before ordering and use. MJS may provide manufacturer information and sourcing assistance; it does not provide engineering approval, lift planning, equipment inspection, user training, or a guarantee of suitability for a particular application. No substitution affecting brand, model, material, dimensions, capacity, certification, or performance may be made without Buyer’s prior written approval. Buyer and end users must follow manufacturer instructions, warnings, inspection requirements, and applicable safety laws, and must not exceed rated capacities or use damaged or altered equipment. These duties do not excuse MJS from its own legal obligations.

Buyer must identify required test reports, certificates, country-of-origin records, or other compliance documentation before acceptance. MJS will confirm availability and any charges and provide agreed manufacturer or supplier documents as received. MJS does not independently certify products. Buyer may retain and use supplied documents for lawful operation, inspection, and recordkeeping. Manufacturer intellectual property rights remain unaffected. Government, domestic-content, or project-specific certifications are provided only if expressly confirmed for the particular order; mandatory applicable legal requirements remain controlling.

10. Warranties and Remedies

Manufacturer warranties, if any, are passed through only to the extent assignable or otherwise available, subject to the manufacturer’s terms, exclusions, procedures, and duration. MJS will provide reasonable administrative assistance, but does not adopt, extend, guarantee, or independently assume a manufacturer’s warranty or its performance. MJS’s sole independent express undertaking is that goods tendered will match the product identity, quantity, and specifications expressly accepted in its written acknowledgment. Subject to timely notice, and a reasonable opportunity to inspect and cure, Buyer’s sole and exclusive contractual remedy for an established breach by MJS is, at MJS’s sole election, repair, replacement, or refund of the purchase price paid for the affected goods, together with reasonable necessary return freight. Replacement does not create a new or extended MJS warranty. MJS is not responsible for unauthorized removal, installation, labor, testing, or substitute-procurement costs except to the extent applicable law requires. If the elected repair or replacement cannot be completed within a reasonable time, MJS will offer the refund remedy. Nothing in this Section 10 excludes remedies that applicable law requires if an exclusive remedy fails of its essential purpose.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR THE LIMITED EXPRESS UNDERTAKING IN THIS SECTION 10, MJS MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GOODS ARE OTHERWISE SOLD AS IS AND WITH ALL FAULTS. CATALOGS, WEBSITE CONTENT, SAMPLES, RECOMMENDATIONS, AND MANUFACTURER LITERATURE DO NOT CREATE AN ADDITIONAL MJS WARRANTY UNLESS EXPRESSLY INCORPORATED AS A WARRANTY IN MJS’S ACCEPTED WRITING. NO DISCLAIMER NEGATES AN EXPRESS WARRANTY THAT CANNOT LAWFULLY BE DISCLAIMED OR THE OBLIGATION TO DELIVER THE EXPRESSLY AGREED GOODS.

11. Liability and General Terms

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MJS WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR REVENUE, LOST PRODUCTION, BUSINESS INTERRUPTION, LOSS OF USE, OR CLAIMS FOR PROJECT DELAY, WHETHER ASSERTED IN CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THEIR POSSIBILITY. MJS’S AGGREGATE LIABILITY ARISING FROM OR RELATED TO AN ORDER WILL NOT EXCEED THE PURCHASE PRICE PAID OR PAYABLE FOR THE PARTICULAR PRODUCTS GIVING RISE TO THE CLAIM. THESE ALLOCATIONS APPLY TO THE FULLEST LAWFUL EXTENT INDEPENDENTLY OF THE EXCLUSIVE REMEDY IN SECTION 10 OF THESE CONDITIONS, INCLUDING IF THAT REMEDY FAILS OF ITS ESSENTIAL PURPOSE, BUT ONLY AS APPLICABLE LAW PERMITS. THEY DO NOT EXCLUDE OR LIMIT FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, LIABILITY FOR PERSONAL INJURY OR DEATH, OR OTHER LIABILITY THAT CANNOT LAWFULLY BE LIMITED. BUYER’S PAYMENT AND SECTION 12 INDEMNITY OBLIGATIONS ARE NOT SUBJECT TO MJS’S LIABILITY CAP. TO THE EXTENT PERMITTED BY LAW, BUYER MUST COMMENCE ANY ACTION FOR BREACH OF A SALES CONTRACT WITHIN ONE YEAR AFTER THE CLAIM ACCRUES UNDER APPLICABLE LAW; MJS’S ACTIONS TO COLLECT UNPAID PURCHASE MONEY ARE NOT SUBJECT TO THIS CONTRACTUAL LIMITATION. MANDATORY TOLLING AND NONWAIVABLE STATUTORY RIGHTS REMAIN UNAFFECTED.

Georgia law governs these Conditions, and the transactions contemplated by them, excluding conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods. Except where applicable law requires otherwise, Buyer irrevocably submits to exclusive jurisdiction and venue in the state courts located in Fulton County, Georgia, or the United States District Court for the Northern District of Georgia, Atlanta Division, if federal jurisdiction exists, and waives objections based on personal jurisdiction, venue, or inconvenient forum. These Conditions and the accepted order constitute the entire agreement concerning the sale, subject to any separately signed controlling agreement. Separate signed confidentiality agreements remain effective. MJS may share order information with suppliers, carriers, and service providers as reasonably necessary for fulfillment, subject to applicable privacy and confidentiality obligations. Revised Conditions apply prospectively only after notice and assent for later orders; the agreed version governs each accepted order. Amendments and waivers must be in writing by authorized representatives; delay, partial enforcement, or a single waiver does not waive other rights. Buyer may not assign an order or its rights or delegate its obligations without MJS’s prior written consent. MJS may assign receivables and use suppliers and carriers without relieving MJS of its express obligations. Payment obligations, disclaimers, remedies, indemnities, liability limitations, and dispute provisions survive delivery, cancellation, and termination. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder continues in effect. Mandatory government procurement requirements control only to the extent legally applicable to the particular transaction. Buyer must identify other proposed flow-downs before acceptance, and none is accepted merely by reference in a purchase order.

12. Buyer Indemnity and Compliance

To the extent permitted by law, Buyer will indemnify, defend, and hold harmless MJS and its directors, members, officers employees, and agents against third-party claims, damages, liabilities, and reasonable defense expenses to the extent caused by Buyer’s or its personnel’s negligent or wrongful selection, specification, installation, alteration, storage, handling, use, or resale of products; failure to transmit manufacturer instructions, warnings, and recall notices to downstream users; violation of applicable law; or specifications or materials supplied by Buyer that infringe third-party rights. This obligation does not extend to losses to the extent caused by MJS’s negligence, willful misconduct, breach of its express obligations, or a product defect not attributable to Buyer. MJS will give reasonably prompt notice; delay relieves Buyer only to the extent materially prejudiced. Buyer will use competent counsel reasonably acceptable to MJS, and may not settle a claim imposing an admission, nonmonetary obligation, or unreimbursed payment on MJS without MJS’s written consent. MJS may participate through separate counsel at its expense unless a material conflict requires independent counsel, in which event reasonable independent defense costs are included to the extent covered by this indemnity. Buyer will comply with applicable export-control, sanctions, and end-use restrictions, provide reasonably requested end-use information, and cooperate with product-safety notifications and recalls. MJS may refuse or suspend an unlawful transaction without liability for that refusal or suspension.