Terms and Conditions
Unless otherwise agreed to by Max Marine Electronics, in writing, the following terms and conditions (“Agreement”) apply to all purchases of physical Products from the Max Marine Electronics entity fulfilling the order. By placing an order for Products, the purchaser (“You”) accepts and agrees to be bound by this Agreement. If You have placed an order, but do not wish to be bound to this Agreement, then you must promptly cancel such order in accordance with the Cancellation Policy.
DEFINITIONS: “Customer” or “You” means you and/or any of your affiliates that place order(s) for Products. “Products” includes Standard Products and Special Products. “Standard Products” are products (i) that have not been modified especially for a customer, and (ii) are available to the general public for purchase from Max Marine Electronics. “Special Products” are products that (i) are not a Standard Product, (ii) are a custom product or a modification of a Standard Product provided by Max Marine Electronics at the request of or especially for a Customer, or (iii) have been marked or labeled according to a Customer’s specifications. “Nonconforming Products” means only the following: (i) Product shipped is different than identified in Max Marine Electronics’ Purchase Order Acknowledgement; or (ii) Product’s label or packaging incorrectly identifies its contents.
ORDERS: All orders are subject to acceptance by Max Marine Electronics, which acceptance will be indicated by the issuance of a Purchase Order Acknowledgement subject to these terms, issued via (i) written confirmation, (ii) electronic confirmation, or (iii) fulfillment and shipment of such order. Upon receipt of an order, Max Marine Electronics may issue a Purchase Order Acknowledgement within (30) days, indicating the quantities and products accepted, as well as the estimated delivery date for such Products, which shall not be considered as binding upon Max Marine Electronics. Max Marine Electronics reserves the right to indicate different estimated delivery dates for different Products in its Purchase Order Acknowledgement, and Customer hereby acknowledges that the dates indicated on the Purchase Order Acknowledgement may not reflect the dates indicated in the order. Max Marine Electronics reserves the right to reject any order for any reason.
PRICES: All orders for Standard Products and Special Products will be invoiced at the price in effect at the time of shipment. All prices are subject to change without notice and are subject to shortages in materials or resources and increases in the cost of manufacturing. Taxes and shipping and handling charges are not included in Product prices. Unless otherwise agreed to by Max Marine Electronics in writing, all costs, fees, and expenses associated with the shipment of Products or the insurance of Products while in transit shall be paid by Customer and will be calculated and added to the order prior to shipment.
TAXES AND FEES: All taxes, assessments, fees, and charges applied or imposed by any government relating to the sale, delivery, shipment or use of Products will be added to the purchase price of Products, even if such is imposed after delivery and payment, and will be paid by Customer, except to the extent that Customer provides Max Marine Electronics with an acceptable tax exemption certificate.
DELIVERY: Unless otherwise agreed to by Max Marine Electronics in writing, all orders will be delivered. Scheduled shipping dates are estimates, not guaranteed, and subject to change without notice. Unless otherwise agreed to by Max Marine Electronics in writing, actual delivery dates are not of the essence. Max Marine Electronics will have no liability to Customer or any third party for any delay in delivery or partial deliveries, regardless of the reason. International shipments may be subject to customs, duties, and local marine import regulations, which are Buyer’s responsibility.
Inspection and Acceptance: Buyer must inspect Goods upon receipt. Any claims for damage, shortage, or incorrect items must be made within (30) days of delivery. After this period, Goods are deemed accepted.
PAYMENTS: All payments must be in U.S. Dollars or such currency indicated in the applicable Purchase Order Acknowledgement. Invoices are due and payable prior to delivery by Max Marine Electronics. If Customer delays shipment for any reason, payments shall become due from the date on which Max Marine Electronics was prepared to make shipment. All payments for Products shall be made without withholdings, set-off or delay. Payments for Products shall be made to the Max Marine Electronics entity processing the order or a bank or other organization designated by such Max Marine Electronics entity. Customer acknowledges and understands that any devaluation or other change in the currency of the country of Customer’s location is at the risk of the Customer. Customer is responsible for establishing and maintaining methods and procedures used to detect and prevent fraud, theft, and unauthorized attempts to divert payments due to Max Marine Electronics. Customer shall always verify request alleging that Max Marine Electronics changed its bank coordinates. Customer shall remain fully liable for its payment to Max Marine Electronics should it wire payment(s) due to Max Marine Electronics to a third party by mistake or should it be a victim of fraud, theft, or unauthorized diversion of payment.
RETURN POLICY: Subject to certain restrictions, new, unused, and unopened Standard Products may be returned to Max Marine Electronics after receiving a Return Merchandise Authorization (RMA) from Max Marine Electronics (“Authorized Returns”). To obtain an RMA, contact your Customer Services Representative. Authorization will not be given for the return of Products (i) which would, in Max Marine Electronics’ sole opinion, result in an excess in the amount of stock Max Marine Electronics normally carries, (ii) which were not invoiced within the previous (30) day period, (iii) which have a Return Value (as defined below) greater than 10% of Customer’s aggregated sales invoiced for the previous (30) day period, or (iv) which are Special Products. Unauthorized returns may be refused and returned freight collected.
Notwithstanding anything herein to the contrary, Max Marine Electronics hereby reserves the right to refuse any and all RMA requests submitted by Customer at any time without having to justify its decision. Max Marine Electronics shall not assist Customers in liquidating excess inventories by means of Authorized Returns to Max Marine Electronics. Authorized Returns must be in their original packaging, and, unless otherwise agreed to by Max Marine Electronics in writing, Customer is responsible for risk of loss and shipping and handling fees for Authorized Returns. The “Return Value” for Authorized Returns shall be the lesser of (i) the prevailing fair market value of such products at the time the RMA is issued or (ii) Customer’s original purchase price for the products, adjusted for bundling and promotional pricing, if applicable. The Return Value shall be paid in the form of a credit note to Customer’s account to be used for future purchases of Products.
CUSTOMER WARRANTIES: Customer warrants that it will use and sell the Products only for their intended uses as may be specified by Max Marine Electronics. Seller warrants that Goods are free from defects in materials and workmanship for a period of [90 days] when applicable from the date of shipment. This warranty excludes damage caused by corrosion, electrical surges, saltwater exposure, or improper installation. Seller’s liability is limited to repair, replacement, or refund at Seller’s discretion.
LEGAL COMPLIANCE: Customer agrees to comply with all applicable U.S. and foreign laws, regulations, orders, and requirements pertaining to the purchase and sale of Products, their export from the U.S., and their import into the country of destination. Without limiting the generality of the foregoing, Customer acknowledges and agrees to comply with (i) all U.S. export licensing laws and regulations, (ii) all restrictions on the sale or other transfer of Products to prohibited parties, countries, or end-users, and (iii) all restrictions on the sale or other transfer of Products for a prohibited end-use. In addition, Customer acknowledges and agrees to comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and all other applicable antibribery laws and regulations.
DATA PROTECTION: For the purposes of fulfilling the terms of the Order, Max Marine Electronics shall collect and/or receive from Customer personal data about (1) Customer’s officers, directors, and employees, and from (2) Customer’s contractors, customers and consumers and their officers, directors, and employees. Customer hereby authorizes Max Marine Electronics to store, use and process all personal data collected in fulfilling the terms of the Order anywhere Max Marine Electronics does business, including in countries that do not have the same level of protection of personal data as in Customer’s country. Such personal data may include names, phone numbers, and e-mail/postal addresses of Customer officers, directors, employees, contractors, customers, and consumers (“PERSONAL DATA”). Such PERSONAL DATA shall be processed by Max Marine Electronics as an Independent Controller based on the following legal bases: Execution of a Contract.
DUTY TO DEFEND: Customer agrees to defend, hold harmless and indemnify Max Marine Electronics and reimburse Max Marine Electronics for all claims, taxes, penalties, interest, costs, assessments, and expenses that arise because of or in connection with any inadequacy or invalidity of any tax exemption certificate submitted by Customer or any act, omission, or misrepresentation of Customer or any of its affiliates, employees, agents, contractors, customers, or representatives, which gives rise to any breach of this Agreement.
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