Maxtena Inc. Purchase Order Terms and Conditions

  1. General. All purchase orders (“POs”) issued by Maxtena, Inc. (“Maxtena”) to supplier (“Seller”) of products, deliverables, and/or services (“Products” collectively) are made in accordance with the following terms and conditions and any additional terms and conditions shown on the face of the PO that do not conflict with the following terms and conditions. All other terms and conditions are hereby expressly rejected and superseded by Maxtena terms and conditions. If a separate agreement exists between Maxtena and Seller with respect to Products, the terms and conditions of such agreement shall prevail over any inconsistent terms and conditions in this document. The PO constitutes Maxtena’s offer to Seller, and is a binding contract when it is accepted by Seller. No condition stated by Seller in accepting or acknowledging the PO shall be binding upon Maxtena unless accepted by Maxtena’s written approval.
  2. Delivery and Rescheduling. Unless otherwise specified in writing by Maxtena, the delivery by date specified on the PO is the date the Seller is expected to ship the products. Seller is authorized to ship no earlier than seven (7) days and zero (0) days late. Failure to ship products according to the time indicated on the PO shall constitute a material breach. Seller shall notify Maxtena as soon as it discovers that the ship date cannot be met, and propose a new ship date. Maxtena may agree to the newly proposed date or cancel the PO with no liability. Seller shall be liable for the actual and reasonable costs and damages Maxtena incurs due to this delay or cancelation. Maxtena may, without liability and with a notice given at least seven (7) days to the Seller, reschedule any ship date to a later date. Seller shall not commence the manufacturing or procurement of material for products in advance of standard manufacturing and material lead time. All materials purchased in excess of product quantities shall be approved by Maxtena in advance of such purchases.
  3. Cancelation. Maxtena reserves the right to cancel or terminate, with or without cause, in whole or in part of this PO. In the event the cancelation or termination is without cause, Maxtena shall provide a thirty (30) day written notice prior to the ship date of the PO, and Maxtena agrees to negotiate in good faith a reasonable compensation. Maxtena shall have no further obligations to Seller except for paying for Products that were provided to Maxtena prior to such cancelation or termination and accepted by Maxtena.
  4. Changes. Maxtena may at any time suspend the work under a PO in whole or in part, or make changes in product designs, method of shipment, or place of delivery upon written notice to Seller. Any change of product costs or delivery schedule caused by such changes shall be mutually agreed upon by both parties. Seller shall not make any changes to the material specifications, manufacturing processes or locations for products specified in this PO without Maxtena’s prior consent in writing.
  5. Shipping. Seller shall ship the products covered by the PO complete unless instructed otherwise and via methods consistent with the agreed upon incoterms. Seller shall label the shipping cartons with necessary markings, and provide adequate protective packing in accordance with best practices and /or specifications provided by Maxtena.
  6. Invoicing. Invoices shall be emailed to Maxtena Finance Department immediately after shipment of goods or rendering of services. The PO number shall be clearly stated on the invoices.
  7. Inspection. Maxtena shall have a reasonable time upon receipt of products to inspect the products. Maxtena may reject any materials that are defective, or not conforming to specifications or terms and conditions of this PO. Rejected products may be returned to Seller at Seller’s risk and expense including shipping costs, for refund, credit, repair or replacement. Seller shall pay and fully indemnify Maxtena for Maxtena’s expenses related to the inspection and return processes.
  8. Assignment and Subcontracting. Seller shall not assign, transfer, or subcontract any right or obligations associated with this PO without the prior written consent from Maxtena. In the event that Maxtena consents to the use of a subcontractor, Seller shall guarantee and be liable for the performance and payment of all subcontracted obligations.
  9. Right of Entry. Maxtena may, upon reasonable notification to Seller, enter the premises of Seller or Seller’s subcontractors during normal business hours to perform quality inspection related to the products specified in this PO.
  10. Warranty. Seller warrants that: (i) no laws of the United States or any state or government authority or agency has been violated in any activities related to the deliveries of Products associated with this PO; (ii) Products will be free from defects and new unless they were returned by Maxtena for rework; (iii) Products will conform to and perform in accordance with specifications; (iv) Products do not infringe any proprietary rights; (v) Seller shall conform to any Maxtena quality requirements including those specified in Maxtena Supplier Quality Manual; (vi) Seller understands Maxtena’s commitment to avoid the use of conflict minerals and Maxtena’s demand of its suppliers to comply with sourcing from socially responsible suppliers; (vii) Seller has not and will not act unethically, and as applicable Seller complies with the Electronics Industry Citizenship Coalition (EICC) Code of Conduct. Products failing to comply with applicable warranties may result in termination of this PO, refund, credit, and/or returns, at Maxtena’s discretion. Seller shall provide Maxtena with declarations of compliance upon request.
  11. Ownership. Maxtena shall have free title to and ownership in Products provided by Seller related to the PO. Maxtena shall own all intellectual property rights in any software programs, specifications, and processes created for Maxtena associated with this PO. For Seller-owned or licensed intellectual property associated with the deliverables of this PO, Seller grants to Maxtena a royalty-free, perpetual, and transferrable license to use internally and/or to third parties.
  12. Confidential Information. Confidential Information shall mean any information and data of a confidential nature, whether owned by a party, or by a third party obtained through a confidential arrangement, including but not limited to proprietary, technical, development, marketing, sales, operating, performance, cost, know-how, business and process information, computer programming techniques, all record bearing media containing or disclosing such information and techniques, and all other information of a confidential nature, whether tangible or intangible, whether in written, oral or visual form, which is disclosed by one party (“Discloser”) to the other party (“Recipient”) pursuant to this Agreement. When appropriate, the term shall also include any samples, models, tools or prototypes, or parts thereof. Seller acknowledges that certain information provided by Maxtena related to the PO is confidential in nature, including the identity of Maxtena and Seller, and the fact that Maxtena and Seller are in contact with each other. Seller shall hold Confidential Information in confidence and shall not disclose to third parties. Seller may only use Confidential Information for the purpose of fulfilling its obligations under the PO.
  13. No Publicity. Seller shall not use Maxtena name, logo, or trademark to publicize the fact that it is doing business with Maxtena without Maxtena’s prior consent in writing. Seller shall remove any references of Maxtena on material rejected or not purchased by Maxtena.
  14. No Authority. The PO does not confer any authority on Seller to enter into any commitment on behalf of Maxtena. Any such commitment shall be entered into only with the prior and specific written consent of Maxtena.
  15. Limited Liability. To the greatest extent permitted under applicable law, in no event shall Maxtena’s liability to Seller exceeds the aggregate amount paid or due to Seller for Products delivered in accordance with this PO.
  16. Indemnification. Seller will defend, indemnify, and hold harmless Maxtena against all losses, liabilities, damages, claims, penalties, costs and expenses including legal fees relating to any allegation arising from: (i) any claim that the use, possession, or sale of Products violates a third party’s rights including intellectual property rights; (ii) any act or omission of Seller directly or indirectly related to this PO, (iii) loss of or damage to the property of Seller or any subcontractor of Seller, whether or not the negligence or breach of duty has caused or contributed to by Maxtena.
  17. Insurance. Seller agrees to at its own expense provide and maintain in effect at all times during the term of this PO at least the minimum insurance coverage required by law. Certificates of insurance shall be provided by Seller upon Maxtena’s request.
  18. Governing Law. This PO is governed by and will be construed in accordance with the laws of the State of Maryland without regard to conflicts of law principles.
  19. No Waiver. Failure to enforce any provision of this PO shall not constitute a waiver of any term hereof. Any waiver by Maxtena must be made in writing expressly reference this PO.
  20. Severability. The provisions of this PO shall be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.