Terms & Conditions

1. PRICE, OFFER AND ACCEPTANCE.

The sale of products by Maverix Solutions, Inc. (“Seller”) to the “Buyer” identified on the face hereof, are exclusively governed by the following terms and conditions (this “Contract”). A quotation or invoice provided by Seller to Buyer with these terms and conditions supersedes all prior quotations and agreements. When Buyer issues a purchase order or accepts the Products, Buyer accepts these terms, and any additional or different terms or modifications to this agreement proposed by Buyer, whether in a purchase order or otherwise, are expressly rejected by Seller except for terms related to product prices, quantity, specifications, delivery schedules, and locations that match Seller’s quotation. Order acceptance is subject to availability of the Products for delivery as covered by each order and unless otherwise quoted. Seller’s prices in effect for Products at the time of shipment apply unless otherwise agreed in a writing signed by Buyer and Seller. Except where otherwise prohibited by law, all applicable sales, excise, use or similar taxes or charges for the sale of Products will be in addition to the stated price and paid by Buyer.

2. TERMS OF PAYMENT.

Terms of payment shall be as quoted or as stated on the face hereof, or Buyer will pay in U.S. Dollars, without offset, all invoiced amounts within thirty (30) days from date of Seller’s invoice unless otherwise specifically stated on the face hereof. Seller retains a security interest in the Products and in any furnished containers and/or equipment delivered to Buyer, and Buyer agrees to execute documents as may be presented by Seller to perfect this security interest.

3. DELIVERY.

Products will be delivered FOB at Seller’s shipping point, or Ex Works (ExW – Incoterms 2010) with respect to shipments made to locations outside of the United States. Buyer takes title and risk of loss to the Products upon delivery, and expenses shall thereafter rest upon Buyer including without limitation all risks and expenses incurred in the storage and transportation of the Products and all insurance charges, fees, taxes, customs, duties and other governmental charges or levies and all other expenses whatsoever thereafter incurred with respect to the Products. Delivery dates are estimated and are subject to change. Seller may make delivery in installments, each of which may be separately invoiced and paid as billed without regard to subsequent deliveries. If Buyer fails to pay any amount when due, Seller may withhold or delay further deliveries. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept remaining installments. Seller will use reasonable efforts to deliver Products on time, but will not be liable for any expenses or damages incurred as a result of late delivery. In the event of any general increase in freight costs or any ruling or regulation affecting freight rates which results in increased freight costs, Seller may, at its option, increase the price for the Products to reflect such additional freight costs without advance notice.

4. FORCE MAJEURE.

Neither party will be liable if its performance is delayed or made impossible or commercially impracticable due to acts of God, unusually severe weather, civil commotion, terrorism, military authority, war, riot, fire, labor trouble or strikes, unavailability of materials or components, explosion, breakdown or accident, delay in transportation, plant shutdown, compliance with governmental requests, laws, regulations, order or actions, unforeseen circumstances, or causes beyond such party’s reasonable control.

5. QUANTITY VARIATIONS, CHANGES AND RETURNS.

On any individual order or release against an order for Products not stocked as a standard item, or not packed in standard cartons or packages, or on which special fabrications or constructions are involved, Seller reserves the right to ship and invoice for a quantity of Products which may vary up to 10% over or under the quantity specified on such order or release and Buyer shall accept delivery of and pay for such revised quantity. Seller will give due consideration to any request by Buyer for modification or cancellation of the order or release against an order evidenced by this invoice/acknowledgement, but the same may not be modified or canceled without the written consent of Seller. Orders with indefinite delivery dates are accepted upon the understanding that Seller shall have the right to fill said order as it sees fit in the course of its manufacturing schedules and to hold the Products for Buyer’s account at Buyer’s expense and risk pending receipt of definite shipping instructions and, where required, of governmental authorization. Goods sold by Seller may be returned for credit only if permission for such return is granted by Seller in accordance with its return policy.

6. END USE.

Determination of the suitability of the Products for the uses contemplated by Buyer or its customers for such Products is the sole responsibility of Buyer. Buyer and its customers assumes all risks and liability for loss, damage or injury to property of Buyer, Buyer’s customers or others arising out of the use or possession of the Products furnished hereunder. Buyer agrees that Seller is not responsible for any loss, damage or injury to person or property arising out of Buyer’s purchase, possession, or use of any Products supplied by Seller. Buyer shall comply with all applicable laws and regulations relating to the use, storage and/or handling of the Products. Buyer shall have sole control and responsibility over any warnings to be given to end users concerning the use and handling of the Products or property. Buyer shall indemnify Seller against any and all losses, damages, liabilities, claims, suits, costs and expenses (including reasonable attorney’s fees and court costs) which may be brought against, suffered or incurred by Seller as a result of any personal injury (including death) and/or any property damage arising out of or connected with the utilizing, handling, storing, transporting, processing, further manufacturing or other use or resale of such Products or property, used alone or in connection with any other materials. Buyer shall comply with all applicable laws and regulations relating to the use, storage and handling of the Products.

7. CONFIDENTIALITY.

Buyer agrees that all formula and technical information relating to the Products are confidential and proprietary to Seller and that Buyer is purchasing the Products solely for use in Buyer’s manufacturing processes and not for analysis, reverse engineering resale or other distribution to third parties. Buyer will not disclose any confidential or proprietary information about Seller or Seller’s Products to any other person or use any such information for any purpose other than Buyer’s purchase and use of the Products. Buyer will not provide samples or extra Products to any third parties.

8. LIMITED WARRANTY, REMEDIES AND LIMITATIONS.

Seller warrants the Products to be free from material defect upon delivery.
9. NOTICES.

Any written notice or demand may be given to a party by mailing it to the party at its address set forth above, or at such address as the party may provide in writing to the other party and shall be effective when deposited in the United States mail, duly addressed and with postage prepaid for certified mail delivery with return receipt requested.

10. CHOICE OF LAW; COMMENCEMENT OF ACTION; COSTS AND EXPENSES.

This agreement shall be governed by the laws of the State of California, without regard for its conflicts or law principles.