Max-Air Technology, Inc.
General Terms & Conditions of Sale
These General Terms & Conditions (“T&Cs”) govern and are hereby incorporated in the Purchaser’s purchaser order and/or Sales Contract between Purchaser and Max-Air Technology, Inc., a Missouri corporation (“Max-Air Technology”). The term “Purchaser” as set forth in these T&Cs means the person or entity which Max-Air Technology is providing products or services. Sale of any product by Max-Air Technology to Purchaser is expressly conditioned on Purchaser’s assent to these T&C’s. Any order to perform work and Max-Air Technology’s performance of work shall constitute Purchaser’s assent to these Terms and Conditions. Purchaser expressly acknowledges and agrees to the following T&Cs. All sales are subject to these T&Cs.
1. Warranty: Max-Air Technology provides the following warranty regarding its products. THE WARRANTY STATED HEREIN IS EXPRESSELY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESSED OR IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. Max-Air Technology warrants its products shall be delivered free from defects in materials and workmanship when these products are used for the purpose for which they were designed and manufactured. Max-Air Technology does not warrant its products against chemical or stress corrosion or against any other failure other than from defects in materials or workmanship. The applicable warranty period is dependent on the clearly identified brand labeling.
The warranty period for Max-Air brand labeled products is for twelve (12) months from installation date or eighteen (18) months from shipment date, whichever date comes first.
The warranty period for Delta T brand labeled products is for thirty-six (36) months from the delivery date to the Purchaser.
Any claims regarding this warranty must be in writing and received by Max-Air Technology before the last effective date of the warranty period, failing which this warranty shall expire. Upon Max-Air Technology’s receipt of a warranty claim, Max-Air Technology reserves the right to inspect the product(s) in question at either the field location or at Max-Air Technology manufacturing plant. If, after inspection of the product(s) in question, Max-Air Technology determines that the Purchaser’s claim is covered by this warranty, Max-Air Technology’s sole liability and the Purchaser’s sole remedy under this warranty is limited to the refunding of the purchase price or repair or replacement thereof at Max-Air Technology’s option. Warranty repair, replacement or re-performance by Seller shall not extend or renew the applicable warranty period. Max-Air Technology will not be liable for any repairs, labor, material or other expenses that are not specifically authorized in writing by Max-Air Technology, and in no event shall Max-Air Technology be liable for any direct, indirect or consequential damages arising out of any defect from any cause whatsoever. If any Max-Air Technology product is modified or altered at any location other than Max-Air Technology – Wentzville (Missouri) or Max-Air Technology – Agrate Brianza (MB) ITALY without the express written authorization of Max-Air Technology, it is expressly not covered by this warranty. The warranties and remedies are conditioned upon (a) proper storage, installation, use, operation, and maintenance of products, (b) Purchaser keeping accurate and complete records of operation and maintenance during the warranty period and providing Max-Air Technology access to those records, and (c) modification or repair of products only as authorized by Max-Air Technology in writing. Failure to meet any such conditions renders the warranty null and void. Max-Air Technology is not responsible for normal wear and tear. The warranty for such products shall be subject only to the warranty relief, if any, provided by the suppliers and/or manufacturers of such products.
2. Prices and Availability: Prices and other terms of sale where set forth in current price sheets are subject to change without notice. Stenographic or clerical errors are subject to correction. All products are subject to prior sale.
3. Acceptance of Orders and Assignment: All orders are subject to written acceptance by Max-Air Technology, Inc., Wentzville, MO. No assignment of Purchaser’s rights or obligations under any purchase order may be made without prior written consent of Max-Air Technology, Inc, which may be withheld for any reason or no reason.
4. Terms of Payment: All accounts are payable net 30 days from invoice date in U.S. dollars, without set-off. All accounts are subject to credit approval. Max-Air Technology shall charge 1.75% per month interest on accounts not paid 30 days after invoice date. All accounts are payable in USD, free of exchange, collection, or any other charges. Max-Air Technology retains the right, at its own discretion, to require full or partial payment in advance and to set spending limits for credit accounts to ensure financial responsibility. Max-Air Technology also reserves the right to make partial shipments when necessary and render invoices therefore, which shall be due and payable as provided in said invoices.
5. Shipments: Prices are quoted F.O.B. Wentzville, Missouri. Max-Air Technology is only responsible for the delivery of products in good order to the transportation company for delivery to the Purchaser. Max-Air Technology does not guarantee delivery to destination. Claims for damage or shortage in transit must be made by the Purchaser against the carrier. In the absence of definite shipping instructions, Max-Air Technology reserves the right to ship all material, upon completion, by any public carrier deemed satisfactory.
6. Taxes: Purchaser shall be responsible for all taxes, duties, fees, or other charges of any nature (including, but not limited to, consumption, gross receipts, import, property, sales, stamp, excise, use, or value-added taxes imposed by any governmental authority for sale of the products by Max-Air Technology to Purchaser which shall be added to or be in addition to the price quoted and Purchaser agrees to pay the same to Seller.
7. Drawings, Data, and Confidential Information: All technical, performance data or pricing included in drawings, technical bulletins, catalogs, brochures, advertisements, illustrations and price lists constitute as a guide only. These data shall not be binding, except to the extent as expressly included in the purchase order. All data submitted to the Purchaser prior or subsequent to the formation of the purchase order remains exclusive property of Max-Air Technology, unless consent is otherwise given in writing. Max-Air Technology reserves the right to charge a fee for specialized drawings or data requested by the Purchaser.
8. Changes of Design: Max-Air Technology reserves the right to change, modify, or discontinue the design of any product offered. Max-Air Technology is not under any obligations to replace, issue credit, or install changes or modifications to products previously or subsequently sold.
9. Returns and Cancellations: Return requests must be made within 90 days of shipment, and no product may be returned without a prior written Returned Material Authorization (RMA) form submitted by Max-Air Technology. All freight to and from Max-Air Technology will be prepaid by the Purchaser. All product returns are subject to inspection and dispositioning by Max-Air Technology’s quality department. Max-Air Technology shall require a general restocking fee of 30% to cover the cost of reconditioning, restocking, and preparation of goods to a re-sellable condition. Special material items, buyouts, modified product, or custom machined product are non-returnable. Overages, shortages and incorrect material claims must be made in writing within ten (10) days or receipt of goods. Order cancellation requests must be received in writing; Max-Air Technology will not be liable for any fees related to cancellation of buyout or sourced products, and cancellation charges may be incurred for any product modifications or custom machined items. Credits issued by Max-Air Technology are only valid for one (1) year and must be applied towards open or future invoices.
10. Limitations of Liability: Order are accepted by Max-Air Technology under the conditions that Max-Air Technology is not liable for losses, detentions, or delays caused by accidents, strikes, vandalism, terrorism, acts of war, pandemics or the operations of suppliers or any other causes beyond our control and under no circumstances damage for delivery will be allowed. Under no circumstances will Max-Air Technology assume any responsibility, damage for delay, expense, liability for repairs, or alterations to products with or without written consent. Max-Air Technology shall not be liable for loss of profit or revenues, loss of use of equipment or systems, interruption of business, cost of replacement power, cost of capital, downtime costs, increased operating costs, any special, consequential, incidental, indirect, or punitive damages, or claims of Purchaser’s customers for any of the foregoing types of damages.
11. Final Product Validation: Max-Air Technology will not assume responsibility for final product validation unless expressly agreed upon between the Purchaser and Max-Air Technology. The Purchaser warrants, represents and agrees that it has inspected the goods and otherwise made inquiry and review, upon its own behalf, concerning the nature, characteristics and quality of the materials and workmanship incorporated therein at or prior to delivery, that is it fully contented and satisfied therewith and has independently determined that all goods are in all respects fit and useable for all purposes for which they are intended to be employed by the Purchaser.
12. Governing Law: This contract shall be governed by, construed and enforced in accordance with the laws of the State of Missouri, without regards to its conflicts of law rules that would apply the laws of any other jurisdiction.
13. Export Regulations: Max-Air Technology’s products can only be exported in accordance with U.S. Export Administration Regulations and other U.S. legal requirements. Diversion contrary to U.S. law is prohibited.
14. Customer Supplied Materials: All customer supplied material must be submitted with prior authorization, and must reference a Max-Air issued Customer Supplied Material Authorization (CMA) Form. Customer supplied materials will only be stored by Max-Air for the duration of an active/open purchase order from the customer, unless a long term storage arrangement is agreed upon. On the date of cancellation or completion of work on an open order, all materials shall be shipped as specified by the customer. Max-Air will not assume responsibility for storage or disposal of the materials unless otherwise agreed in writing. It is the customer’s responsibility to clearly identify which order the supplied materials are associated with. Return of the customer supplied material will be at the customer’s expense.
15. Automation Services: Max-Air Technology Inc. provides automation services for products manufactured by Max-Air Technology, Inc., Delta T Valves – A Brand of Max-Air Technology, Inc., Sesto Valves, SRL, and Sesto Valves LLC, as well as a wide variety of other manufacturers. Max-Air Technology, Inc. warranties and provides remote technical support for its affiliated product brands listed above, but does not perform on-site installation, maintenance, or servicing, and cannot warranty or guarantee products from other manufacturers. The scope of automation services includes factory assembly and testing of automated valve packages for use in process systems and providing guidance in the selection process for choosing valves, actuators, and related accessories for a process. Max-Air Technology, Inc. bases the selections of product(s) upon information provided by the client, which is assumed to be accurate, complete, and correct. Max-Air Technology, Inc. provides this guidance in good faith and with the understanding that the client, distributor, end user, or other process expert shall carefully verify details with a qualified professional engineer to assess the suitably of the selected valve, actuator, and related control accessories for the application. Max-Air Technology, Inc. will not be held liable for failure to operate as desired due to inaccurate, incorrect, or incomplete information supplied by the client related to process conditions or other variables of critical importance.
16. Material Selection: Max Air Technology, Inc. provides general guidance on materials, trims, or seals for valves, actuators, and related control accessories. Recommendations provided to clients should be considered general guidance only to assist in choosing suitable materials based on information provided by the client. Final material selections should be reviewed in detail and approved by process experts and/or engineers who are familiar with material compatibilities and performance in their specific process and environment. Max-Air Technology, Inc. will not be held liable for material recommendations.
17. Valve Sizing: Max Air Technology, Inc. provides general guidance on valve sizing based on process information provided by the client. Theoretical calculations are performed to predict the performance of shutoff or control valves in various scenarios. The results of the calculations and sizing recommendations should be reviewed and verified by process experts and/or engineers who are familiar with the actual process requirements. Actual valve performance may differ from theoretical calculations due to variables that were either neglected or could not be accounted for in calculations. Max-Air Technology, Inc. will not be held liable for improper valve sizing calculations or recommendations due to inaccurate or incomplete information provided by the client, or unforeseen variables that could not be accounted for in otherwise sound theoretical calculations or knowledgeable expertise.
18. Indemnity: Purchaser shall indemnify Max-Air Technology from and against claims brought by a third-party, on account of personal injury or damage to the thirty party’s property, to the extent caused by the negligence of the Purchaser in connection with the use of any product sold by Max-Air Technology under these T&C’s.
19. General Clauses: These T&C’s represent the entire agreement between the parties. No oral or written representation or warranty not contained in these T&C’s shall be binding on either party. Purchaser’s and Max-Air Technology’s rights, remedies and obligations arising from or related to products sold under these T&Cs’ are limited to the rights, remedies and obligations stated in these T&Cs. No modification, amendment, rescission or waiver shall be binding on either party unless agreed in writing by both parties.