Max Group's (hereinafter "Seller's") invoice, including these Standard Terms and Conditions of Sale printed thereon, shall constitute an offer to Buyer for the sale of Seller's goods which shall be deemed accepted by Buyer upon the delivery and non-rejection of Seller's goods. An acceptance shall constitute Buyer's consent to the terms and conditions stated on the invoice, which are in lieu of and supercede any and all terms and conditions stated on the Buyer's purchase order or other documents provided by the Buyer.
All payments shall be made to Seller in U.S. Dollars to 17011 Green Drive, City of Industry, CA 91745 USA., or another location if so requested by Seller, on or before the due date as stipulated on the invoice. All shipments and deliveries are subject to approval of Buyer's credit standing by Seller. Seller reserves the right to decline or postpone shipments for any reason except upon receipt and acceptance of payment or upon terms and conditions acceptable to Seller.
Prices for Seller's products shall be those stated on the front side of the invoice, which unless otherwise stated, do not include costs incurred for special packaging, shipping, or taxes. If prices are contingent on the purchase of a minimum quantity that is not met by the Buyer, Seller shall have the right to adjust the price accordingly.
All shipments covered by this acceptance are FOB Seller's facility. Seller's liability for delivery shall terminate upon delivery to the carrier, at which time the Buyer assumes all responsibility for damage to or loss of products.
Any technical assistance or advice offered by Seller in regard to the use of any product or service provided in connection with Buyer's purchases is given free of charge and as an accommodation to the Buyer. Seller shall not be held liable for the content of or Buyer's use of such technical assistance or advice, nor shall any statement made by any sales representative in connection with the products or services constitute a representation or warranty, express or implied.
SELLER SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ON ITS PART WHICH IS DUE TO CAUSES BEYOND ITS CONTROL. THE LIABILITY OF SELLER, IF ANY, ARISING OUT OF AN AGREEMENT TO PURCHASE OR OTHERWISE WITH REGARD TO ANY GOOD FOR ANY AND ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES, WHETHER ARISING FROM SELLER'S NEGLIGENCE OR OTHER TORT, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, OR OTHERWISE SHALL NOT EXCEED THE TOTAL PRICE FOR THE GOODS UNDER THIS AGREEMENT. IN NO EVENT SHALL SELLER BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR INABILITY TO USE SELLER'S PRODUCTS OR DOCUMENTATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR PROFITS. SELLER SHALL NOT BE LIABLE FOR ANY HARDWARE, SOFTWARE, OR DATA STORED OR USED WITH ANY PRODUCT, INCLUDING WITHOUT LIMITATION THE COSTS OF REPAIRING, REPLACING, INTEGRATING, INSTALLING OR RECOVERING SUCH HARDWARE, SOFTWARE OR DATA.
Seller is in the business of distribution and resale of products made by manufacurers in the United States or abroad and assumes no liability resulting from the use or misuse of products, and infringement of Intellectual Rights of any third party. Buyer hereby agrees to indemnify and hold Seller, its officers, directors, employees and agents harmless from and against all claims, demands, losses, costs, expenses, judgments, penalties, interest, damages, liabilities, suits, causes of action and expenses, including reasonable attorney's fees and cost of investigation and experts arising from the infringement of any Intellectual Rights by the manufacturers.
All sales, transactions, and/or disputes between Seller and Buyers shall be governed by and construed in accordance with the laws of the State of California, as well as applicable federal statutes of the United States of America.
The State of California, County of Los Angeles shall be the exclusive venue for the resolution of any disputes between Seller and Buyer arising from any invoice, any agreement to purchase or otherwise. Buyer's acceptance shall constitute consent to the jurisdiction and venue of the courts of Los Angeles County. The prevailing party shall be entitled to a reasonable compensation of attorney's fees, legal expenses, and costs.
As to all of Seller's products, unless specifically otherwise agreed to by Seller in writing, Buyer acknowledges that products/goods sold by the Seller are intended for uses only as stated on Seller's invoice.
Max Group recommends certain third party components, such as memory, hard disks drives, add-on cards, etc., to be used with Max Group's systems, chassis, or main boards. Any use or offering other than these recommended third party components is strictly the responsibility and liability of the user or customer.
The commodities listed herein on this Site may be subject to U.S. export control laws and regulations, including without limitation the Export Administration Regulations. Any export, re-export, or transfer of these commodities must be conducted in compliance with such applicable laws and regulations.
The terms and conditions on Max Group’s website and on Max Group's invoice, together with the documents incorporated into any invoice by reference, shall constitute the complete and exclusive agreement between the Seller and Buyer which supercedes any prior or contemporaneous representations or agreements.
Any terms or conditions furnished by the Buyer that conflict with those stated on Max Goup’s website or the invoice shall be deemed inapplicable to any sale and shall not be binding on Seller. No modification, amendment, or waiver of the invoice terms or the terms on Max Group’s website shall be binding on Seller absent a writing signed by the Seller.