Offers, Purchase Orders, Order Confirmations and Loan Items
- All offers made by Maxtena are open for acceptance within thirty calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.
- The quantity, quality and description of any specification for the goods and/or services shall be those set out in Maxtena’s quotation or the Purchaser’s order.
- All orders issued by Purchaser shall specify as a minimum the type and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on Maxtena unless and until confirmed by Maxtena in writing with the applicable prices. Maxtena’s order confirmation shall be the binding document for the subsequent invoicing.
- Minimum order is US $80.00 unless otherwise agreed by Maxtena.
- A surcharge of US $25.00 is applicable for orders below the minimum and invoiced without further notice. This conditioned minimum order and respective surcharge overrule any written or oral quotes omitting this.
- There can be no cancellation or suspension of any orders without Maxtena’s agreement in writing. If the Purchaser cancels the order Maxtena has the
- right to charge the Purchaser an amount appropriate to the work that has been carried out up to a maximum of the value of the contract and/or orders. Loan Items – These terms and conditions apply to any loaned items. Notification of any defect must be made within three days. The loaned item remains the property of Maxtena at all times. It is a condition of accepting a loan item that the recipient insures the product and keeps it in his possession and under his control at all times. The recipient will pay for carriage and packaging of the item both to and from Maxtena’s premises. Purchaser will be invoiced for the Loan Item at standard price. A credit note will be issued upon safe return. Should the loan item not be returned to Maxtena within the agreed time scales (usually 30 days) the invoice will be due for payment. If the loaned item has deviating technical or cosmetic appearance vs. new, customer will be invoiced up to a maximum of the list price value of the item.
Prices and Terms of Payment
- The prices for goods and/or services shall be those set forth in Maxtena’s quotation. All prices are quoted in US Dollars and are exclusive of any applicable value added tax, other form of Sales Tax and any charge imposed by any government authority.
- All prices quoted are valid for 30 days only or until earlier acceptance by the Purchaser, after which Maxtena may alter without providing notice to the Purchaser.
- Prices are subject to change without notice. Maxtena shall endeavor to provide as much advance notice as possible of forthcoming prices changes. Maxtena reserves the right without notice to alter the price of goods due to circumstances beyond its control including but not limited to taxes, alteration of duties, freight charges, exchange rate fluctuations, delivery date changes and increase in cost of labor or materials.
- The prices quoted are discounted based on cash/check transactions, for credit card transactions they are 2.9% higher.
- Unless expressly stated otherwise in Maxtena’s order confirmation, payment for goods shall be in advance for non-account holders without offset or deduction. Receipts for payment will be issued only upon request.
- Maxtena may at any time change agreed payment terms without notice by requiring payment cash in advance or cash on delivery, bank guarantee, letter of credit or otherwise.
- If Purchaser fails to pay any invoice within 10 calendar days of the due date of payment, Maxtena may suspend delivery of any purchase order of any remaining balance thereof until payment is made, or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to Purchaser within seven calendar days of the expiration of the grace period.
- Title to goods delivered shall remain the property of Maxtena until payment has been fully received under the agreed payment terms.
- Payments that are delinquent 30 days or more are subject to 2.5% charge.
Terms of Delivery and Late Delivery
- Unless expressly stated otherwise in Maxtena’s order confirmation, all deliveries of goods shall be [ex works] in accordance with applicable terms 2010. The risk of loss or damage to goods shall pass to Purchaser in accordance with the agreed delivery term. The Purchaser has the option to add delivery insurance to shipment at Purchaser’s expense.
- The delivery dates of goods shall be those set forth in Maxtena’s order confirmation.
- Maxtena reserves the right to make partial shipments.
Acceptance of goods
- Purchaser must inspect goods delivered upon receipt. Any claim that any goods have been delivered damaged, or does not comply with their description, shall be notified by the Purchaser to Maxtena within 5 days of delivery.
- Maxtena warrants that upon delivery and for a period of twelve months from the date of invoice goods purchased hereunder will conform in all material respects to the applicable manufacturer’s specifications for such goods and will be free from material defects in workmanship, material and design under normal use. The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse.
- With respect to goods which do not conform to the warranty Maxtena’s liability is limited, at Maxtena’s election, to (i) refund of the purchase price for such goods less a reasonable amount for usage, (ii) repair of such goods, or (iii) replacement of such goods; provided, however, that such goods must be returned to Maxtena, along with acceptable evidence of purchase, within fourteen calendar days after Purchaser has discovered the perceived lack of conformity.
- Maxtena makes no other warranty, expressed or implied, with respect to goods delivered hereunder, and the warranty constitutes Maxtena’s sole obligation in respect of any lack of conformity of goods delivered. In particular, Maxtena makes no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose.
- All material returned under warranty shall be returned to Maxtena prepaid by the Purchaser and will be returned to the Purchaser, prepaid by Maxtena.
Limitation of Warranty and Liability
- Neither party will be entitled to, nor liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, re-procurement costs, loss of data, injury to reputation or loss to Purchaser. Purchaser’s recovery from Maxtena for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
- Maxtena shall not be liable for any claims based on Maxtena’s compliance with Purchasers designs, specifications or instructions or repair, modification or alteration of any goods by parties other than Maxtena or use in combination with other goods.
- Maxtena shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control. The obligations and rights of Maxtena shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, Maxtena’s obligations shall resume. In the event the interruption continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.
Intellectual Property Rights
- The intellectual property of all items designed, developed and manufactured by Maxtena resides with Maxtena. The payment of Non-Recurring Engineering, tooling, setup or other charges (collectively referred to as NRE) by a Purchaser does not confer any rights to the intellectual property of any designs, which emanate directly or indirectly from the development. As part of any contract, whether it includes the payment of NRE or not, the Purchaser must accept without reservation that Maxtena is the rightful owner of all intellectual property rights for products which are supplied under contract or standard supplies to Purchaser. The Purchaser must not copy, or allow any third party to copy the designs of any Maxtena products.
- Copyright in any specification, drawing, digital software, technical description, photographs and other documents supplied by Maxtena generally or in connection with the Order and all intellectual property rights in the design of any parts of the equipment or provisions of services, whether such design be registered or not, shall vest in Maxtena absolutely. The Purchaser shall keep confidential any information expressed or confirmed by Maxtena in writing to be confidential and shall not disclose it without Maxtena’s prior consent in writing by an authorized officer to any third party or use it other than for the operation and maintenance of any equipment provided.
- No waiver of any provision of these TCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these TCS shall not constitute a waiver of such provision or any other provision(s) of these TCS.
- Should any provision of these TCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these TCS shall remain in full force and effect and shall be construed in accordance with the modified provision.
- These TCS and all contracts of sale entered in between the Parties shall be governed by and construed in accordance with the laws of the United States without giving effects to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of the Parties against the other shall be instituted exclusively before the competent courts of the United States, however, without prejudice to Maxtena’s right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision has not been incorporated into these TCS.
- These Terms and Conditions of Sale (TCS) apply to all Sales of goods or services by Maxtena notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from Purchaser. No such conflicting, contrary or additional terms and conditions shall be deemed acceptable by Maxtena unless and until Maxtena expressly confirms the acceptance in writing.
- These Terms and Conditions of Sale apply to any quotation, whether written or verbal, or to any order unless or until other Terms and Conditions are agreed and accepted by Maxtena in writing.
- Issues addressing principal agreements, partnerships, intellectual property rights, or any other legal contract are only valid when signed by an authorized officer on behalf of Maxtena, i.e. the CEO or Executive Directors.
- Maxtena reserves the right to change these TCS at any time. Maxtena will give Purchaser thirty calendar days’ notice of any changes by posting notice on Maxtena’s website.