Effective 1/26/2022
Definitions
“MMI” or “Seller” shall mean Max Machinery, Inc., and the Seller specified in an Order.
“Buyer” shall mean the Buyer specified in an Order.
“Terms” shall mean these terms and conditions.
“Order” means a written order or purchase order or an electronic order submitted to MMI via website, email, EDI system, or other electronic or hard copy means by Buyer.
“Goods” shall mean any goods or product(s) (including any part or parts thereof) specified in an Order to be purchased by Buyer from Seller, and shall include any Services related thereto.
“Services” shall mean any services specified in the Order to be furnished by Seller to Buyer.
General
The following Terms shall apply to all Orders made by Buyer and Buyer accepts the Terms by placing an Order with MMI. By submitting an order to MMI, Buyer agrees to be bound by and to comply with all of the Terms herein and in the Order and any supplements there to. Any terms and conditions in the Order which are added by the Buyer and are different from or in addition to these Terms, whether contained in an acknowledgement, confirmation or other document of the Order, will not be binding on MMI and MMI hereby rejects them. The Order and the Terms constitute the sole and entire agreement between MMI (“Agreement”) and the Buyer with respect to the subject matter hereof and the Agreement supersedes all previous written or oral representations and understandings between the Buyer and MMI and any different or additional terms and conditions. The Agreement may only be modified by a written document signed by duly authorized representatives of MMI and Buyer.
All correspondence pertaining to the Agreement, or to any of the terms and conditions contained in this Agreement, will be in the English language.
Direct Customers, Resellers, and Distributors
MMI Direct Customers are Buyers who intend to use MMI Goods and Services directly in applications determined by Buyer to be appropriate for use. MMI differentiates between resellers and distributors. A Reseller is a Buyer with intent to purchase and resell MMI products to direct customers either as an individual product or bundled with other products. MMI Sales Partners are authorized MMI distributors covered under separate written agreements in addition to this Agreement. If you are an MMI Sales Partner, you are bound by this Agreement and any separate agreement with MMI.
Limited Right to Resell Products
Resale of MMI Goods and Services is limited and only allowed under the following conditions:
• All rights granted to a Reseller hereunder are non-exclusive and nothing in this Agreement will be deemed to prohibit MMI from entering into any reseller, end-user license, services or other agreement with any party anywhere in the world at any time.
• Each Reseller Order is a one-time event, non-exclusive, and limited to the transaction documented in the Order. No future business communication or interaction (other than legally required correspondence regarding the Order placed) is contemplated or implied.
• This Agreement shall not render Reseller as an employee, partner, agent of, or joint venture with MMI for any purpose and Reseller shall not have authority to act for, or bind, MMI under any circumstances.
• Resellers shall not modify MMI Goods in any way or install MMI Goods in any way that violates their intended use in an application.
• No Warranty, Expressed or Implied. Reseller shall not make any representation or warranty, express or implied, concerning Goods, to its customers other than such warranty as may be expressly furnished in writing by MMI. MMI shall have no warranty obligation to Reseller or Reseller’s customers based on, resulting from, or connected with any representations or warranties made by Reseller. The making of any such unauthorized warranties by Reseller shall constitute a breach of the Agreement.
• Discounts for resale are at the sole discretion of MMI. See Prices section below for details.
Prices, Taxes, and Fees
MMI reserves the right to change prices for its Goods and Services at any time. Prices specified by MMI in a quote and are applicable for the period specified in MMI’s quote. If no period is specified, quoted prices are applicable for thirty (30) days. Orders are billed at prices in effect at time of Order.
Discounts for volume sales or to Resellers or to Sales Partners are at the sole discretion of MMI. All discounted pricing if offered, shall be in the written quote, is good only for the specific quote issued and time specified in the quote. If no period is specified, quoted prices are applicable for thirty (30) days. Pricing on all future Orders is subject to change.
Prior to shipment, prices are subject to change in the event of an increase in MMI costs or other circumstances beyond MMI’s reasonable control. If MMI agrees to modify an Order in which a quantity discount was provided, and as a result of the modification Buyer fails to purchase the entire quantity upon which a quantity discount price is based, Buyer will pay a non-discount price for all Goods purchased and/or a cancellation or restocking fee.
All prices are shown in U.S. dollars. Prices are exclusive of federal, state, or local sales, use, goods and services, excise, value-added or other similar taxes imposed by any government authority. All such taxes shall be paid by Buyer, unless Buyer provides MMI with evidence satisfactory to MMI of exemption from such taxes. When MMI is required by law or regulation to collect such taxes, MMI will add such taxes to the sale price of the Goods and Services.
Prices are exclusive of any additional charges or fees not specified on the Order, including but not limited to international shipping charges, carrier/shipping fees, import duties, forwarding agent’s and broker’s fees, bank fees, consular fees, document fees, and foreign currency conversion fees. All such charges and fees shall be paid by Buyer.
Specifications & Disclaimer of Implied Warranties
All Goods and Services supplied by MMI shall be in accordance with the specifications or descriptions (if any) expressly listed or set out on the Order. A Limited Warranty for all Goods manufactured by MMI is provided in detail via this link: https://www.maxmachinery.com/warranty/. No other express warranty is made with respect to the Goods or Services.
It is the Buyer’s responsibility to ensure that the intended application is suitable, appropriate and compatible, before acceptance and use.
Buyer is purchasing a serialized, calibrated, and traced measurement instrument and/or accessory and/or service to a measurement instrument. Buyer’s part number selection and options are solely in the discretion of Buyer. Part number options are listed on MMI product specification sheets. Once MMI confirms the Order placed against the quoted Goods or Services, the part number and features of the Goods or Services are set. No retrofit, conversion, or changes to specifications listed in the part number are possible. See cancellation, restocking, and return terms listed below that may apply.
Property Furnished by Buyer
If Buyer furnishes any components, tools, or other property, equipment, material, or facilities to MMI in connection with the performance of the Order, Buyer shall bear all risk of loss or damage with respect to such property, equipment, material, or facilities and shall indemnify and hold MMI harmless from and against all loss, cost, expense, or liability arising in connection with its use of any such property, equipment, material, or facilities. MMI shall not be responsible for any delay in performance or nonperformance hereunder or the failure of any product to conform to applicable specifications resulting, in whole or in part, from MMI’s use of any components, tools or other property, equipment, material, or facilities furnished by Buyer.
Payment Terms
All Orders shall be paid in advance. Credit card, EFT/ACH, and bank wire are accepted. Your Order will not be accepted by MMI until payment is received. Following payment, lead time will begin once the Order is placed in our queue.
Optional open account payment terms may be offered once a credit check is completed at the sole discretion of MMI which may be revoked at any time. Net 30 terms will apply. Additional term lengths and/or credit limits may be offered and must be agreed to in writing between Buyer and MMI.
Shipment Lead Times
Shipment lead times are not guaranteed and may be changed at any time up to the time of shipment. Carrier transit times are not included in lead time estimates. MMI does not guarantee delivery dates to Buyer’s location.
Shipment Terms, Title, and Risk of Loss
International: All shipments are, Ex Works, Healdsburg, California, USA. Costs for shipping are the responsibility of Buyer.
Domestic: Shipping is via UPS or FedEx and costs are the responsibility of the Buyer. Shipment options and delivery times are per the carrier. Title and risk of loss passes to Buyer upon carrier pick up of Goods.
Cancellation
The Order is subject to cancellation by Buyer except upon written request of Buyer and written approval of MMI. MMI may charge a cancellation fee or restocking fee.
Customized products or customer specific modified products are non-returnable / non-cancellable.
Returns and Restocking
Customized products or any product modified for specific customer use are non-returnable/non-cancellable. Catalog items only, are eligible for return if all of the following are met:
• Fluid measurement products must be 100% un-used with original sealing caps installed (Fittings installed, thread sealant present, scratches or blemishes from installation, non-factory fluid present will render the products non-returnable).
• Electronic products must be 100% un-used and sealed in original packaging.
• Return Material Authorization (RMA) number must be issued within 30 days of original shipment date.
• Returned items must be received by MMI within 60 days of original shipment date.
A 30% restocking fee applies to all returns. Return shipping is at the Buyer’s expense. Orders placed via credit card will have the price of any returned items less any charges or fees refunded to the original card. Funds may take up to 14 days to be returned to the original card upon receipt of return.
Orders placed via a Purchase Order will have the price of the returned items less any charges or fees credited to their account and a refund check may be issued if no other amounts are due on the Buyer’s account.
Goods received without an RMA number and/or prior notification, or are not eligible for return as described above, may be returned at Buyer’s expense or scrapped at MMI in MMI’s sole discretion.
Miscellaneous
Buyer grants to MMI a security interest in the Goods purchased under this Agreement as to any amounts owed to MMI and authorizes MMI to file appropriate Uniform Commercial Code forms (UCC Financing Statement) to perfect and evidence such security interest.
The Agreement is intended by the parties as a final expression of their agreement concerning the matters contained herein, and is also intended as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this Agreement.
No agent, employee, or representative of MMI has any authority to bind MMI to any affirmation, representation, or warranty concerning the Goods or Services sold under this Agreement, and unless an affirmation, representation, or warranty made by an agent, employee, or representative is specifically included within this Agreement, it has not constituted a part of the basis of this bargain and shall not in any way be enforceable.
This Agreement shall be governed by the laws of the State of California as effective and in force on the date of the Agreement without regards to its conflict of law rules. Any provision or provisions herein which are found to be invalid shall be deemed inoperative without invalidating or otherwise affecting any other provisions of this Agreement. Any action brought by either party shall be brought in the state or federal courts located in the County of Sonoma, State of California, which courts shall have exclusive jurisdiction for all matters arising in connection with this Agreement and all transactions contemplated thereby.
MMI’s standard Terms and Conditions of Sale maybe changed from time to time by MMI. With respect to an Order, the Terms that are effective at the time of the Order shall constitute the Terms applied to the Order.