Terms and Conditions

The Conditions of Sale as specified below are binding on Buyer (and Distributor if applicable) and Seller, Mill-Max Mfg. Corp., Oyster Bay, New York, unless revoked by Buyer, in writing, by certified mail, return receipt requested, within three (3) days after receipt.

Sales from Mill-Max are bound solely by the terms and conditions of the Seller. No other terms and conditions apply regardless of how they may be introduced and referenced by the Buyer. Acceptance by Seller of the Buyer's purchase order, delivery of product, and invoicing does not constitute acceptance of Buyers terms and conditions under any circumstance. All notification is provided herein.

QUOTATIONS: Stenographical and clerical errors are subject to correction.

CANCELLATION: Orders may be cancelled or deliveries deferred if written notice is received by Seller prior to delivery accompanied by payment to the Seller for all work completed, at the unit price, computed on a percentage basis including all costs of Seller. All costs are to be determined as of the time of cancellation or deferment. Exception: All credit card orders are final and may not be cancelled at any time.

QUANTITIES: All quotations are based on Buyer accepting over shipment or under shipment on each order not exceeding 10% of quantities purchased. Where closer control of quantity is required, special arrangements and cost shall be agreed upon in advance in writing.

DELIVERIES: Every reasonable effort shall be made to fulfill orders on the proposed delivery date, however Seller assumes no responsibility for any damages or costs growing out or owing to any delays in manufacturing or delivery of the product. Seller does not assume responsibility for damages due to default or delay in production or delivery of all or any portion of any contract resulting directly or indirectly from: (A) accident to or breakdowns of Seller's plant machinery or equipment; labor disputes; embargoes; fire; riots; national emergencies; delays of suppliers; carriers; or governmental restrictions, prohibitions or allocations or (B) any cause beyond the control of the Seller. In no event shall Seller be liable for any consequential special or contingent damages arising out of Seller's default or delay in filling this order. All shipments are made F.O.B. Seller's factory unless otherwise agreed to in writing. Shipments can not be re-scheduled within 30 days of their scheduled shipment dates. All orders must ship within one year from the order date.

PERFORMANCE: Seller will assume responsibility for manufacturing non-standard product in conformity with specifications supplied by Buyer and accepted by Seller. Any changes in specifications will be made at Buyer's direction and expense. If changes are to be made, instructions for the changes shall be made in writing.

DISCLAIMER: THE SELLER DOES NOT WARRANT THAT THE GOODS ARE MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE AND THIS SALE IS MADE AS IS AND WITH ALL FAULTS. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES MADE BY THE SELLER, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT. Seller warrants that the remainder of the goods will conform to the specifications but disclaims any other express or implied warranties. Seller shall not be liable for any special, indirect, incidental, or consequential damages (including without limitation, attorneys fees) due to, resulting from, or rising in connection with the product.

TERMS OF PAYMENT: Net cash 30 days

CLAIMS: Claims for defective merchandise, shortages, delays, or failures in shipment or delivery, or for any other cause, shall be deemed waived and released by Buyer, unless made in writing within two weeks after delivery of the merchandise.

TAXES: Prices on the specified products are exclusive of all city, state and federal excise taxes, including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes. Wherever applicable, any tax or taxes will be added to the invoice as a separate charge to be paid by the Buyer.

REMEDIES: The remedies reserved to Seller herein shall be cumulative and in addition to all other or further remedies provided by law.

SEVERABILITY: If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions hereof shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.

PARTIAL DELIVERY: Seller may ship any portion of the goods as soon as completed at the Manufacturer's plant and payment for any portion of the goods as shipped shall become due in accordance with the terms of payment stated herein.

RETURNS: Defective parts shall be returned to Seller and Seller will, at Buyer's option, credit the Buyer's account or replace the defective part shall be their only obligation to Buyer.

NO WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, IS MADE UNLESS THE SAME IS SPECIFICALLY SET FORTH IN CONTRACT OR PURCHASE OR ACKNOWLEDGMENT OF ORDER, BUT IN SUCH CASE WARRANTY OR GUARANTEE IS LIMITED AS PROVIDED HEREIN.

TOOL, ETC.: Charges for tools needed or used in the manufacturing of an order shall be the property and owned by the Seller and will be reserved for use on Buyer's work exclusively for a period of two (2) years from date of Buyer's last order.

DESIGN CONTROL COTS Product: Mill-Max maintains complete and sole design control of Commercial-off-the–shelf (COTS) products. Customer supplied part numbers, drawings, specifications and requirements do not apply, regardless of the review process and acceptance of an order. Mill-Max COTS products are manufactured to the requirements described by Mill-Max drawings and specifications only. Mill-Max reserves the right to make changes to COTS products as required without notification.

CHANGE CONTROL: In the interest of continuous product and process improvements, Mill-Max reserves the right to make changes to standard products without notification to buyer. Mill-Max also reserves the right to change and control the materials, tooling, processes, locations, and other production methods to the extent necessary to manufacture any product, and without prior notification to buyer or approval from buyer.

DEFAULT: In the event of non-payment of any sums due hereunder all sums of money due under this purchase order shall immediately become due and payable as "liquidated damages" together with reasonable counsel fees and expenses occurred with respect to the collection of these monies. Any waiver or extension by the Seller with respect to any matter shall not be considered as a waiver of the terms and conditions of this contract.

SHIPMENT: In ordering, Buyer shall specify the method of shipment and in the absence of shipping directions Seller shall be free to choose the carrier. The buyer assumes all risk of damage or loss that may occur to the product after delivery to the common carrier. All shipments shall be insured and shipped at Buyer's expense. Order is subject to Mill-Max bar-coding specifications.

INSPECTION: Buyer has the right to inspect Goods purchased prior to shipment at times agreed upon by Seller at Buyers sole cost and expense.

JURISDICTION: This contract is deemed to have been made in the State of New York and is subject to and covered by the laws of the State of New York. Any dispute hereunder is to be determined by a court of competent jurisdiction in the County of Nassau, State of New York.