Terms and Conditions - Montana Mixers

Terms and Conditions

These Terms and Conditions (“Terms”) apply to all sales of manufactured and custom products (“Products”), as well as engineering services (“Services”) and the combination thereof by Montana Mixers LLC, a Montana limited liability company (“Company”) to the end user of those commercial Products and Services (“User” or “You”) and by using the Company Website https://montana-mixers.com/ (the “Website”), Cloud-Based Applications (“App”) or other software. By using the Website or Apps, Software, or placing an order for Products or Services, User agrees to these Terms. Any terms or conditions proposed by User that are inconsistent with these Terms are hereby rejected.

Company Information Montana Mixers LLC
119920 Rick Jones Way, Butte, MT 59750
Email: info@montana-mixers.com
Phone: +1 (406) 519-4009
Manufactured Product Description: Company manufactures and sells commercial goods: Vertical Resonant Oscillating Mixers (VROM ™), which are bladeless mixing systems capable of mixing powders, liquids, slurries, and pastes. Patents are pending. All rights are reserved. Detailed specifications are provided in product documentation together with initial Product software developed by Company. Company reserves the right to discontinue certain Products and Services, and will endeavor to promptly provide You with reasonable notice of any discontinuation so You can seek alternate sources, inform Your customer base, and plan Your business accordingly. New releases of and updates to Product software may be offered separately.
Services: In addition to Products, Company provides engineering services, mixing services, mix studies and other services to assist Users in optimizing their mixing processes and meeting specific requirements. Details and pricing for Services will be quoted individually based on the scope of work. Goods recommended or purchased from third party manufacturers through Company Services may still be covered by its respective manufacturer warranties. Warranty length and coverage depends on the goods and the manufacturer and can be determined by contacting the manufacturer directly.
Pricing and Payment Terms

Pricing: Prices are subject to change and do not include any required federal, state or local sales or other taxes, duties, export or custom charges, VAT charges, brokerage or other fees), shipping, special handling and packaging, freight, insurance, or installation services for which User shall be fully responsible (unless otherwise stated in the Purchase Order accepted by Company).
Payment Methods: Payments are accepted via ACH, Check, or Wire Transfer.
Payment Terms: Payment terms will be specified in the Quote sent by Company and Purchase Orders accepted by Company. In the event of late shipping of any portion of an order, the payment terms for previously delivered items remain unchanged. Failure to make timely payments may result in suspension of credit and delay of shipments.
Late Payment Penalty: Late payments are subject to a penalty of 1.5% per month.
Description and Quantity of Products: Company shall transfer and deliver to User, and User shall accept and pay for the Products described by type and quantity in the Purchase Order accepted by Company.

Shipping and Delivery; Risk of Loss.

Shipping Costs: User is responsible for all shipping costs. Title and risk of loss transfer to User upon delivery to the carrier. Our most common carrier offers specific terms and links to insurance available if You who want to insure the shipment of Your purchased Product(s): https://www.odfl.com/us/en/tools/freight-shipping-rate-estimate/freight-cargo-liability.html
Delivery Timelines: Delivery timelines will be quoted individually for each Company-approved-Purchase Order. You shall be deemed to have Accepted the condition of Manufactured and Custom Products on the date of delivery. Company does not compensate for late shipments but will make all reasonable efforts to ship on time.
Installation Services: Installation services are available upon request and will be quoted as a separate line item.

Limited Product Warranty

Warranty Coverage: A limited Product warranty of 1 year from the date of delivery of the Product, excluding wear and tear of parts.
Warranty Scope: The warranty covers defects in materials and workmanship of Manufactured Products. It does not cover improper maintenance, customer modifications, unauthorized maintenance or repair, use outside the system’s specifications, or abuse/damage.
Claims: Warranty claims must be submitted in writing, and Company reserves the right to repair or replace the defective product at its discretion. Your acceptance of the MixHQ App (cloud-based application) license agreement for two years, and consistent transmission of mixer data for one year will extend this Limited Product Warranty by one year.
Disclaimer of Express and Implied Warranties. Seller warrants that the Products are as described in this Agreement, but no other express warranty is made with respect to the Products and the Implied Warranties of Merchantability and Fitness for a Particular Purpose are hereby disclaimed.
ENERGETICS MIXING EXCLUSION, WAIVER OF WARRANTY AND RELEASE: It is the User’s responsibility to mix safely. User agrees to ensure it is complying with all laws, regulations, and other requirements for the mixing of hazardous materials in the state where User is located and is hereby advised that the use of any Company Products for mixing Hazardous Materials, including explosive energetic materials, even if specifically designed and manufactured for mixing hazardous explosive energetic materials, is an inherently dangerous activity such that the condition of the Product and your safety cannot be guaranteed by Company and will void the Limited Product Warranty. Furthermore, should the User use any Company machine which is not designed and manufactured for the mixing of hazardous explosive energetic materials for the mixing of said materials, the User hereby releases and shall indemnify, defend and hold harmless the Company, its subsidiaries and affiliates, and representatives of all of the foregoing from and against any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, interest, reasonable attorney’s fees, costs and expenses of whatsoever kind or nature, arising from any property damage or from injury to or death of any person, which in any manner was directly or indirectly caused, occasioned or contributed to in whole or in part by User’s use of any non-hazardous rated Company equipment for the mixing of hazardous explosive energetic materials.

Limitation of Liability; Actions; Statute of Limitations.

Company’s maximum liability is limited to the value of the product sold. Company is not liable for indirect, incidental, or consequential damages, including but not limited to loss of use or profits.
Any statute of limitations on claims arising under these Terms, the Products, the Services or other agreements with the Company, are hereby expressly reduced a period of one (1) year from the later date of Acceptance of Delivery or Breach.
IN NO EVENT SHALL COMPANY BE LIABLE UNDER THIS AGREEMENT TO THE BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOWDOWN COSTS, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. THE LIABILITY OF SELLER, AND BUYER’S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER UNDER THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, SHALL NOT BE GREATER THAN THE ACTUAL PURCHASE PRICE OF THOSE PRODUCTS WITH RESPECT TO WHICH SUCH CLAIM IS MADE.

Product Use

Safety Instructions: User must follow all safety and usage instructions provided with the Product.
Specific Use/ACCEPTANCE OF RISK: If User intends to mix energetic, explosive or hazardous materials, User ACCEPTS THE RISK INHERENT IN MIXING ENERGETIC, EXPLOSIVE OR HAZARDOUS MATERIALS and agrees to hold Company, its representatives, affiliates, and subsidiaries harmless, indemnify, and defend against any and all claims, liabilities, damages, losses, or expenses, including legal fees. This includes, but is not limited to, any misuse, negligence, or failure to comply with provided instructions.
Environment: Products are designed for indoor use only.
ACKNOWLEDGEMENT OF RISKS: You acknowledge that when using Company Products and Services that there are certain risks, hazards and dangers, including risk of physical injury, burns, disability, or death and risk of loss of use or damage to Your personal property. Risks include but are not limited to accidents, unforeseen circumstances, proximate combustions, weather related hazards and natural disasters, infectious diseases, the possibility of slips and falls, head injuries, pinches, scrapes, twists and jolts that could result in scratches, bruises, sprains, lacerations, fractures, concussions, or even more severely debilitating or life-threatening hazards. You understand that injury or loss may result from the use of Company Products to mix energetic explosive materials, in addition to unknown or unexpected risks in your surroundings, but may also result from the use of equipment, materials, or facilities recommended by the Company, environmental conditions, from the acts or omissions of others, or from the unavailability of immediate and/or adequate emergency medical care. There is also the possibility that Your engaging in such activities could cause injury or harm to a person other than yourself. You by offering or agreeing to purchase Company Products or Services, You agree to and accept the risks involved in the activity of using Company Products or Services.
You verify that You have no physical or mental disabilities, impairments, or chemical dependencies that inhibit your use of Company Products or Services. You understand that the Company does not guarantee your personal health or safety at any point during this Use of Company Products or Services, nor does it protect You against risk of loss of Your personal property. You understand the Company does not assume responsibility for the actions of persons not employed by the Company for using Company Products or Services to mix energetic explosive materials, or that are beyond the control of the Company or its contractors, or for situations that may arise due to the failure of You and Your agents to disclose pertinent information. You agree that You will not use Company Products or Services for any unlawful purpose. You understand and hereby acknowledge that You assume all risks incurred by your using Company Products or Services. In consideration of being allowed to use Company Products or Services, You hereby release the Company, its officers, agents, owners and employees (collectively “Company”) from any and all claims arising out of or in any way connected with using Company Products or Services to mix energetic explosive materials, including but not limited to the risks as outlined above.
Code Of Conduct; Insurance, Acknowledgement of Responsibility. It is Your exclusive obligation to maintain and control passwords to your account. You are exclusively responsible for all activities that occur in connection with your User name and password. You agree to immediately notify the Company of any unauthorized Uses of your User name and password or any other breaches of security. The Company will not be liable for any loss or damages of any kind, under any legal theory, caused by your failure to comply with the foregoing security obligations or caused by any person to whom You grant access to Your account. You agree to maintain adequate insurance on your activities involving Company Products and Services. You consent to medical treatment in the event of injury, accident and/or illness resulting from using Company Products or Services to mix energetic explosive materials. In the event You are injured or become ill while using Company Products or Services to mix energetic explosive materials You understand and agree that You will accept responsibility for any medical bills, including co-payments and deductibles. In the event You are injured or your property is damaged as a result of using Company Products or Services to mix energetic explosive materials. You will not seek reimbursement from the Company unless it is the sole negligence of the Company that caused Your loss. You understand and agree to let the Company investigate any claim and to abide by its findings. In the event that while using Company Products or Services to mix energetic explosive materials You cause harm to another person or another person’s property, You accept sole responsibility for Your actions. You understand and accept the risks; You understand and agree to abide by the code of conduct; and You accept responsibility for injury to yourself; your property; and harm to others that You have caused under the laws of the United States of America and each of the several states where You may be mixing explosive energetic materials, and expressly agree to obey the following:
- The Federal Hazardous Substances Act (15 U.S.C. § 1261 et seq.)
- The Child Safety Protection Act (15 U.S.C. § 1278)
- The Poison Prevention Packaging Act (15 U.S.C. § 1471 et seq.)
- The Labeling of Hazardous Art Materials Act (15 U.S.C. § 1277)
- The Children’s Gasoline Burn Prevention Act (110 P.L. 278, 122 Stat. 2602)
- The Consumer Product Safety Improvement Act of 2008 (110 P.L. 314, 122 Stat. 3016).

Intellectual Property; Notice

User is prohibited from reverse engineering, modifying, or reproducing the Product. Any modification voids the warranty. Company reserves all rights to trade secrets, trademarks, copyrights and patents in its Products and Services.
You agree to protect any confidential information that may be provided to or accessed by the Company and to limit disclosure and use of the Company’s trade secrets, copyrights, patents and including all proprietary information that may reasonably be provided by Company (“Confidential Information”) and to grant access to only Your employees or agents who need access the information to utilize Company Products and Services, and to maintain and use the Confidential Information and to safeguard to whom the Confidential Information may be disclosed by using the best security practices available to You, as if it were your own Confidential Information for a period of five (5) years from Delivery, but any trade secrets should be protected for so long as the information remains a trade secret. These confidentiality obligations will be enforced and protected under Montana and federal law.
Copyright Complaints. (DMCA Takedown Requests)
- Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement must be sent to Service Provider’s Designated Agent.
  - Notification must be submitted to the following Designated Agent:
  - Service Provider: Montana Mixers LLC
  - Name of Agent Designated to Receive Patrick O’Connell
  - Notification of Claimed Infringement: CEO & Founding Partner
  - Full Address of Designated Agent for this and all other purposes:
    - Montana Mixers LLC
    - 119920 Rick Jones Way
    - Butte, Montana 59750
  - Telephone Number of Designated Agent: +1 (406) 519-4009
  - E-Mail Address: info@montana-mixers.com
- To be effective, the notification must be a written communication that includes the following:
  - A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  - Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  - Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  - Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
  - A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  - A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Company may give notice of a claim of copyright infringement to Users by means of a general notice on its Website, electronic mail to User’s e-mail address in Company’s records, or by written communication sent by first-class mail to User’s address in Company records. Company may, within its sole discretion, terminate authorization of Users to its Website, Products or Services, who are repeat infringers.

Dispute Resolution; Choice of Law; Venue

Governing Law: These Terms are governed by the laws of the State of Montana and applicable federal law without regard to conflict of laws principles.
Parties Affirmatively Opt-Out of the CISG: You and the Company hereby expressly opt out of the U.N. Convention on Contracts for the International Sale of Goods.
Dispute Resolution: In the event of disputes resulting from the use of the Site, the parties will first consult together with a view to resolve the dispute amicably. Any unresolved disputes arising out of or related to these Terms, Company Products or Services will be resolved through binding arbitration in Montana.

Custom Components

Third-party components supplied by Company are not warranted by Company and are hereby disclaimed whether express or implied, including the Implied Warranties of Merchantability and Fitness for a Particular Purpose. However, the original manufacturer’s or supplier’s warranty may apply.

Non-Assignability

User may not assign or transfer any rights or obligations under these Terms without the prior written consent of Company. Company consent shall not be unreasonably withheld, conditioned or delayed. Any attempted assignment or transfer without such consent will be null and void.

Miscellaneous

Modification of Terms: Company reserves the right to, in its sole discretion, change, modify, add, or delete portions of these Terms at any time. Company will provide notice of such changes by posting the updated Notice on Company’s Website and changing the “last updated” date associated with this Notice. This Notice applies exclusively to Your access to, interaction with, and use of, these Products, Apps, Software, Services and Company Website and does not alter in any way the terms or conditions of any other agreement you might have with the Company, and specifically does not modify warranties specific to each product, the Operating System (“OS”) Software Licensing Agreement or the Cloud-Based Application License Agreement. We encourage You to review our Notice each time You visit our Site, to check if it has been updated since Your last visit. If you have any questions or comments regarding the use of the Website or App, please direct your questions or comments to: info@montana-mixers.com
Privacy Policy: Access our Privacy Policy here.
Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
Survival: Sections 7-14 of these Terms shall survive termination of any Agreement between the Parties.
Force Majeure: Company is not liable for delays or failure to perform due to events beyond its reasonable control, including but not limited to (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; (i) epidemic, pandemic or similar influenza or bacterial infection (which is defined by the United States Center for Disease Control as virulent human influenza or infection that may cause global outbreak, or pandemic, or serious illness); (j) emergency state; (k) shortage of adequate medical supplies and equipment; (l) shortage of power or transportation facilities; and (m) other similar events beyond the reasonable control of the Impacted Party.
Restrictions: You shall not:

(a) modify, reverse engineer, decompile, or disassemble the Products or Software, except as expressly permitted by applicable law;

(b) copy, distribute, or sublicense the Products or Software, except as expressly authorized herein;

(c) use the Products or Software independently of the Hardware;

(d) remove or alter any copyright notices or other proprietary markings from the Products or Software;

(e) use the Products or Software in any manner that could disrupt the operation of the Software, the Hardware, the internet, or Licensor’s systems;

(f) use the Products or Software to transmit any malicious code, viruses, or other harmful materials;

(g) use the Products or Software in any situation where failure of the Products or Software could cause death or serious bodily injury, unless explicitly agreed to in writing by Licensor.

(h) Attempt to circumvent any security measures implemented by Licensor or its third-party providers.

(i) Use the Software to collect personally identifiable information (PII) without providing all required notices and obtaining all necessary consents from end-users, in compliance with all applicable data protection laws.

(j) Allow unauthorized third parties to access or use the Products or Software.

(k) Use the Products or Software in any manner that violates any applicable laws or regulations.

(l) export, re-export, or transfer the Products or Software in violation of any applicable export control laws, including the U.S. Export Administration Regulations (EAR) or the International Traffic in Arms Regulations (ITAR).