These Terms & Conditions of Sale & Warranty (“Terms”) govern the sale of goods and/or service by MSA Industries LLC (“MSA”) to the buyer listed on the order confirmation (“Buyer”).
Limited Warranty. MSA warrants its products to be free from defects in material and workmanship given normal usage and care as set forth herein. Warranty periods are listed on all Customizable line products. MSA will repair or replace, at its option, any product that upon MSA’s examination is shown to be defective. This warranty excludes: (a) items exhibiting normal wear and tear; (b) products that were not installed, used, and maintained in accordance with industry standards; (c) products exhibiting abuse or that have been altered or modified in any way; (d) if unauthorized corrective repairs have been taken by any person other than MSA or its designees; or (e) products that are exposed to extreme environmental conditions, that have been subject to improper storage, or exhibit mold, dry rot, mildew, or other conditions caused by moisture and improper ventilation. Warranty periods for custom products vary – warranty periods will be listed on the shop drawings. THE WARRANTY CONTAINED HEREIN IS IN LIEU OF ANY OTHER WARRANTY OR CONDITION, WHETHER EXPRESSED OR IMPLIED BY STATUTE OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; OR WARRANTY OF TITLE AND AGAINST INFRINGEMENT.
Warranty Exclusions; Remedy Limitations. Labor is not included in any warranty. MSA shall not be liable for transportation costs of returning products. By purchasing products from MSA, Buyer acknowledges that Buyer’s sole remedy for any defective products shall be in accordance with the limited warranty above. MSA shall not be liable for any incidental, indirect, or consequential damages, including lost profits or costs of acquiring replacement goods or services, resulting from any breach of warranty or for any damages of any type resulting from late delivery of goods, damage to goods in transit, or by any third party, non-delivery of goods, delivery of non-conforming goods, or services performed. Buyer further agrees that MSA’s maximum aggregate liability for any and all claims relating to MSA’s work, including claims for negligence and breach of contract, shall be limited to the total amount of compensation paid to MSA under the applicable order form.
Quotes, Price Changes. All posted prices are subject to change without prior notice. Specifications listed are approximate and not exact. MSA reserves the right to make changes or modifications to the product line when necessary, without prior notice. Quotes provided by MSA are valid for thirty (30) days unless otherwise noted. The 30-day validity period for quotes may be subject to change or voided in the event of unforeseen circumstances, including, but not limited to, drastic fluctuations in material costs, unexpected tariffs, or significant global economic events.
Order Requirements. MSA requires that all orders be submitted in writing to avoid errors or duplication. Orders will be confirmed via email within one (1) business day. If Buyer does not receive an order confirmation within one (1) business day, please contact MSA. For orders that require a shop drawing, drawings will be provided within two (2) business days of order receipt. Please check the acknowledgement and shop drawings for errors immediately upon receipt. It is Buyer’s responsibility to double-check acknowledgment and shop drawings and inform MSA immediately of any errors or omissions. The acknowledgement and shop drawings are the final agreement between Buyer and MSA and supersede all previous conflicting terms or communications between MSA and Buyer. In an instance where the acknowledgement and shop drawings have conflicting information, the shop drawing supersedes the acknowledgement. Changes to shop drawings will require new drawings to be produced and a new sign off will be required from Buyer.
Please note, MSA’s order acknowledgement is final and binding. Any change or cancellation must be acknowledged in writing by MSA before the order goes into production. If production has begun, Buyer will be responsible for the entire invoice amount of the cancelled order.
Lead Times. Lead times are estimates only. Lead times begin when shop drawings are approved and a deposit has been received by MSA. Lead times are dependent on material and hardware availability and delivery dates. Delays may occur if any materials or hardware components are backordered or arrive damaged.
Shipping; Title and Risk of Loss. All freight and shipping charges are the sole responsibility of Buyer. Prices for goods are FOB origin. Title to the goods and risk of loss shall pass to the Buyer upon delivery to a common carrier. MSA is not responsible for damage or loss incurred during shipment. Should Buyer receive items that are visibly damaged, Buyer must note such damage on the bill of lading before signing it. Claims for damage caused during shipment must be made against the carrier by Buyer. Buy must take pictures of the damaged product and call the carrier to report the damage and schedule an inspection. ALL DAMAGE (including concealed damage), losses, and shortages must be reported within 5 calendar days from receipt of the order. Retain damaged items and packaging at the original receiving location, unaltered and unused. Buyer must call the carrier’s customer support for assistance with filing a freight claim. Written details as to the extent of the damage and/or photos will be required. MSA is not responsible for concealed damage or damages arising from Buyer’s failure to follow these procedures.
Payment Terms, Interest. Payment terms are listed on quotes and acknowledgements. In the event timely payment is not made, interest will be charged at the rate of 1.0% per month on delinquent accounts over thirty (30) days. In the event of Buyer’s default of these Terms, Buyer agrees to pay all resulting costs and expenses incurred by MSA, including reasonable attorneys’ fees (whether or not litigation commences) and costs of collection.
Credit, Deposits. Credit terms will be extended in MSA’s sole discretion upon verification of industry trade and business references. MSA reserves the right to change its deposit requirements at any time.
Returns. No merchandise may be returned to MSA without MSA’s prior written consent and shipping instructions. MSA must be notified in writing as to the reason for the return. MSA has sole discretion to approve or deny a return. Once a return is approved, a written Return Authorization will be issued. No returns will be accepted without an approved Return Authorization. Unauthorized returns will be returned freight collect.
Force Majeure. MSA shall not be held liable for delay or failure of delivery due to strikes and/or acts of war, riot, fire, acts of nature, or compliance with government regulations, war, pandemic, epidemic, embargo, government interference, government orders, inability to procure or general shortage of labor or material in the normal channels of trade, delay in transportation, delays in inspections, acts of God, or other acts or natural phenomena beyond its reasonable control. MSA’s obligations shall be excused for the period of such delay, and the period for such performance shall be extended for a period equivalent to the period of such delay.
Indemnification and Hold Harmless. To the fullest extent allowed by law, Buyer shall indemnify, defend, and hold harmless MSA, its affiliates, employees, agents, successors and assigns from any loss, damage, liability, cost, third party suit, charge, expense, (including attorneys’ fees) or third party cause of action, arising out of or in any way connected to any order(s), including but not limited to (a) any act or omission of Buyer in breach of the these Terms, (b) any negligence, willful misconduct, or breach of law of Buyer, its agents, employees, subcontractors, agents, suppliers, or assigns, or (c) any equipment, property, or facilities used by Buyer, its agents, employees, subcontractors, agents, suppliers, or assigns. MSA shall not be indemnified or held harmless against liability for damage caused by or resulting from the sole gross negligence or willful misconduct of MSA, its affiliates, officer agents, successors and assigns. The obligations set forth herein shall survive completion of MSA’s performance hereunder, for any reason.
Governing Law; Venue. These Terms and any claims of any nature relating to these Terms are governed by the substantive and procedural laws of the State of Washington. Regardless of the legal basis of any such claims, and regardless of the nature of the remedy sought, all actions arising out of or in connection with these Terms shall be brought exclusively in the state or federal courts of and located in King County, Washington.
Severability. The provisions of these Terms are severable, and if any part of it is found to be unlawful or unenforceable, the other provisions of these Terms shall remain fully valid and enforceable to the maximum extent consistent with applicable law.
Captions. The section headings in these Terms are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of these Terms.
Survival. The provisions of these Terms that by their nature extend beyond the termination of these Terms shall survive the termination or expiration of these Terms, including for payment of any fees to MSA.
Assignment. Buyer shall make no assignment of these Terms without prior consent in writing of MSA. MSA shall have the right to assign these Terms to any affiliate or successor in interest. These Terms shall inure to the benefit of MSA and Buyer and any successors or assigns of MSA and Buyer. No third party shall have any rights hereunder.
Conflicting Terms. To the extent the provisions contained in these Terms are inconsistent with those contained in any order, shop drawing, or acknowledgement, the terms and provisions contained herein shall control unless specifically agreed to by MSA in writing.
Authority. The individual agreeing to these Terms on behalf of Buyer warrants that he or she has the authority to agree to these Terms on behalf of Buyer and to bind Buyer to these Terms.
Entire Agreement. Acceptance by MSA of any order, and therefore the imposition of responsibilities on MSA, is expressly made conditional on Buyer’s assent to these Terms, and this writing shall constitute the entire agreement between the parties with respect to is subject matter notwithstanding any different or additional provisions on any order unless otherwise expressly agreed in writing by MSA. These Terms shall govern all future dealings between MSA and Buyer, unless revoked by MSA in writing. These Terms may be amended by MSA. Notice of the amended Terms will be provided by MSA on its website and/or to Buyer prior to accepting further orders. Submission of further orders by Buyer shall constitute its assent to such modified Terms.
Last Updated: June 20th, 2025. We maintain a comprehensive record of all previous versions of this document, including their respective active dates. Please contact us directly should you require access to these archived versions.
