MaxLite, Inc. ("MaxLite") maintains this website ("Site") for your informational use, subject to the following terms (the "Terms") and all applicable laws. By accessing or using the Site, you are agreeing to the Terms. If you are unable or unwilling to accept and be bound by the Terms, do not access or use the Site. You may not use the Site if you are barred from using the Site under the applicable law.
Use of Information. MaxLite authorizes you, subject to the Terms, to view and use the information available on the Site (collectively, the "MaxLite Information"). The MaxLite Information may consist of technical specifications, product literature, and other materials relating to MaxLite products. You may not remove any copyright, patent, trademark, or other proprietary notices present on or near MaxLite Information. You may not modify MaxLite Information in any way.
Your Account. In order to use certain services on the Site, you may be required to create an account and/or provide information about yourself as a part of the registration process, or as part of your continued use of the Site. You agree that any such information you give us will always be accurate, correct and up to date. If you create an account on the Site, you understand and agree (i) that you are responsible for maintaining the confidentiality of the password for your account, (ii) you will not transfer your account to anyone without first getting our written permission, and (iii) if we disable your account, you will not create another account without our permission. You will be solely responsible to us for all activities that occur under your account. You will notify us immediately if you become aware of any unauthorized use of your account.
Submissions. Certain features of the Site may permit you to post questions, reviews, comments, product information, photos, and other content ("Your Content"). You agree to the following guidelines on the posting of Your Content: Your Content shall not contain any unauthorized commercial communication; Your Content shall not contain viruses or other malicious code; Your Content shall not be illegal, obscene, threatening, defamatory, offensive, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties; and Your Content shall not contain political campaign material, chain letters, mass mailings or any form of "spam". Your Content will be treated as non-confidential and non-proprietary, and they may be disseminated or used by MaxLite for any purpose.
Use of the Site. You agree to the following guidelines on the use of the Site: (i) you will not use a false e-mail address or other personal information, impersonate any person or entity, or otherwise mislead as to the origin of Your Content; (ii) you will not interfere with the use of the Site by or harass any other user; (iii) you agree to use the Site only for purposes that are permitted by the Terms and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries); (iii) you will not engage in any activity that interferes with or disrupts the Site; (iv) you will not use the Site for any other purpose other than in accordance with the Terms; (v) you will not post or transmit to or from this Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under any law; and (vi) and you will not collect other users’ content or information from the Site through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Site.
Your Responsibilities. You will be solely responsible for any breach of your obligations of this Term and any consequence of such breach. You will notify us immediately if you become aware of any unauthorized use of your account. You represent and warrant that you own or otherwise control all of the rights to Your Content, that Your Content is accurate, that use of Your Content does not violate the Terms and will not cause injury to any person or entity. You agree to indemnify us for all claims resulting from Your Content.
Copyright. All content included on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is our property or our content suppliers and protected by United States and international copyright laws. The compilation of all content on the Site is the exclusive property of us and protected by U.S. and international copyright laws. All software used on this Site is the exclusive property of us or our software suppliers and protected by U.S. and international laws.
License. We grant you a limited license to access and make personal use of the Site but not modify it, or any portion of it, except with our express written consent. This license does not include any resale or commercial use of the Site or its contents, or any use of data mining, robots, or similar data gathering and extraction tools. The Site or any portion of the Site may not be reproduced, copied, or otherwise exploited for any commercial purpose without our express written consent. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information on the Site without our express written consent. You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the home page of the Site so long as the link does not portray us, or the Site in a false, misleading, derogatory, or otherwise offensive manner. You may not use any of our logo or other proprietary graphic or trademark as part of the link without express written consent. Any unauthorized use terminates the permission or license granted by us.
You grant us a non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display Your Content throughout the world in any media. You grant us and sub-licensees the right to use the name that you submit in connection with Your Content.
Links to Other Sites. Any links to or from third-party websites that are not maintained by MaxLite are provided solely as a convenience to you. MaxLite generally has not reviewed such third-party sites and does not control and is not responsible for any such sites or their content. MaxLite does not endorse or make any representations about them or any information, software, or other products or materials found there, or any results that may be obtained from using them. If you decide to access any such third-party websites, you do so entirely at your own risk.
DISCLAIMER/LIMITATION OF LIABILITY. ALL DATA AND INFORMATION PROVIDED AT THIS SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. THE DATA AND INFORMATION PRESENTED ON THIS SITE IS BELIEVED TO BE ACCURATE BUT SHOULD NOT BE RELIED UPON BY THE USER FOR ANY PURPOSE. ANY AND ALL LIABILITY FOR THE CONTENT OF OR ANY OMISSIONS FROM THIS SITE, INCLUDING ANY INACCURACIES, ERRORS, OR MISSTATEMENTS IN SUCH DATA OR INFORMATION IS EXPRESSLY DISCLAIMED.
MAXLITE DISCLAIMS ANY LIABILITY FOR USE OF MAXLITE PRODUCTS IN APPLICATIONS OTHER THAN THOSE FOR WHICH THEY ARE DESIGNED.
IN NO EVENT SHALL MAXLITE, ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES AND THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THIS SITE, ANY WEB SITES LINKED TO THIS SITE, OR THE MATERIALS OR INFORMATION CONTAINED AT ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MAXLITE DOES NOT WARRANT THAT THIS SITE WILL OPERATE WITHOUT ERROR OR INTERRUPTION.
WE ARE NOT RESPONSIBLE FOR THE ACTIONS OR CONTENT OF THIRD PARTIES. YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTY. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
Governing Law. These Terms and your relationship with us under the Terms shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to its conflict of laws provisions. You and we agree to submit, and hereby do submit, to the exclusive jurisdiction of courts located within the State of New Jersey to resolve any legal matter arising from the Terms, and you waive any objection to such jurisdiction based on venue, convenience, or any other cause. You agree that we shall be allowed to apply for injunctive remedies in any jurisdiction.
General. MaxLite may at any time revise the Terms by placing an updated version on this Site. You are bound by any such revisions and should therefore periodically visit this page to review the then-current Terms to which you are bound.
The Terms constitute the whole legal agreement between you and us and govern your use of the Site (but excluding any services which we may provide to you under a separate written agreement), and completely replace any prior agreements between you and us in relation to the Site.
You agree that we may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Site.
You agree that if we do not exercise or enforce any legal right or remedy which is contained in the Terms (or which we have the benefit of under any applicable law), this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
MAXLITE TERMS AND CONDITIONS OF SALE:
ORDERS: All orders are subject to acceptance by the seller herein, S.K. AMERICA, INC. d/b/a MaxLite ("MaxLite"), which is conditioned on the acceptance by the buyer herein ("Buyer") of these terms and conditions ("Terms"). The Buyer shall accept the Terms by signing the order or invoice upon which these terms and conditions are printed or accepting Products shipped. MaxLite will confirm orders taken by telephone in writing. All telephone orders will be binding on the Buyer and subject to the Terms. If the Products are unavailable, MaxLite may substitute comparable Products. References to "Products" herein are intended to refer to lamps, fixtures, inverters, ballasts and other goods sold by MaxLite.
PRICES: Prices for Products shall be invoiced at the same price as the MaxLite price prevailing at the time the order is taken. Unless otherwise agreed to by MaxLite in writing, orders taken for future delivery will be invoiced at the prices prevailing at the time of shipment.
TAXES: All taxes, duties, imposts, fees, or any charges from any governmental body which shall be levied, imposed on, or increased by any governmental authority, on any unshipped portion of the Products, or on the purchase, sale, holding for sale, distribution or transportation of any Products, shall be added to the purchase price of the Products and reimbursed by the Buyer to MaxLite, if at any time paid or borne by MaxLite or collected for the purpose of paying any taxing authority.
SALES: Products sold on an open account will be due and payable pursuant to the terms and conditions stated on the MaxLite invoice. All invoices are due within thirty (30) days of the invoice date unless otherwise indicated on the invoices and payments shall be made to the order of MaxLite. Products are sold at an F.O.B. shipping point. The terms and conditions contained in any MaxLite invoice, order, or in any discrepancy letter shall take precedence over any terms and conditions set forth in the Buyer's purchase orders or other similar document, unless authorization is otherwise given in writing by the MaxLite Accounts Receivable Department. Any invoices not paid within sixty (60) business days of the invoice date will be assessed a one and one half percent (1.5%) per month service charge or the maximum rate permitted by law, whichever is lower. NO DISCOUNTS WILL BE ALLOWED OR GIVEN ON ANY INVOICE NOT PAID WITHIN SIXTY (60) DAYS. The Buyer further agrees to pay such costs, collection agency costs, commissions and/or expenses, and reasonable attorneys fees (including, without limitation, at trial and on appeal). MaxLite may engage in any manner of lawful collection of any sums from the Buyer, which are past due. MaxLite will apply all payments by Buyer and credits issued on behalf of the Buyer at MaxLite's discretion. Buyer will be notified of application by monthly statement.
BACK ORDERS: Back orders are shipped at an F.O.B. shipping point. No deductions are allowed for freight, parcel post or UPS charges. All back orders not shipped within sixty (60) days of the requested ship date will be cancelled unless MaxLite extends the back order in writing or if the Buyer requests an earlier cancellation of the back order in writing.
ORDER PROCESSING: MaxLite must receive orders five (5) business days before the requested ship date in order for the shipment to be sent on any such ship date. MaxLite must receive hard copies of the written purchase orders for those Buyers who have purchase order requirements, five (5) business days before the requested ship date. In the event that the terms of any such purchase order conflict with the Terms, the Terms shall prevail.
CANCELLATION: A request to cancel an order, which has been entered into the MaxLite order system, must be made in writing and received at least three (3) business days prior to the requested ship date, and is subject to prior approval by MaxLite.
ADDITIONAL OR MODIFIED ORDERS: In the event that the Buyer desires to order additional types of Products from those previously ordered or to request that modifications be made to any product previously ordered, the Buyer must notify MaxLite of its request in writing. MaxLite will reasonably attempt to fulfill such requests but the Buyer acknowledges that supplying additional Products or modifying any product may increase the prices of individual Products. Upon receiving any such request, MaxLite will notify the Buyer within five (5) business days whether MaxLite is able to fulfill the Buyer's request and, if so, the price per product item. All agreements between MaxLite and the Buyer relating to additional types of Products or modified Products to be furnished by MaxLite must be in writing and signed by both parties to the agreement.
DELIVERY: MaxLite shall arrange for the delivery of its Products by a third party carrier to a truck off-loading location on the Buyer's premises as the Buyer may direct or use other means of delivery as MaxLite may reasonably select. Delivery of any Products by MaxLite to said carrier F.O.B. shall constitute delivery to the Buyer and shall be subject to the lien of MaxLite for any unpaid portion of the purchase price of such Products. MaxLite shall not be liable for any failure to deliver if the failure is occasioned by fire, embargo, strike, or inability to secure materials, or any other circumstances beyond the control of MaxLite which shall hinder performance of any agreement by MaxLite. MaxLite shall have no delivery obligations other than to arrange for delivery of its Products by a third party carrier to a truck off-loading location designated by the Buyer or such other means as MaxLite shall reasonably select.
LOSS OR DAMAGE IN TRANSIT: MaxLite shall not be responsible for Products lost or damaged in transit. The Buyer will be responsible for checking the shipment upon delivery for total product count and condition. ANY EVIDENCE OF DAMAGE TO Products MUST BE NOTED ON THE CARRIER'S DELIVERY RECEIPT. This must be immediately reported to the MaxLite Accounts Receivable and Shipping Departments and to the carrier's local office, followed by a written notice within fourteen (14) business days from the date of invoice, providing in writing the MaxLite invoice number, order number, and an itemization of all damages to the Products. Incomplete claims or claims filed more than fourteen (14) business days after the MaxLite invoice date will not be accepted and no credit will be given. The Buyer shall further provide its claims number(s), if any, when reporting damage to Products.
SHORTAGES: ANY SHORTAGES IN TOTAL PRODUCT COUNT MUST BE NOTED ON THE CARRIER'S DELIVERY RECEIPT. All shortages must be immediately reported to the MaxLite Accounts Receivable and Shipping departments, followed by a written notice within seven (7) business days from the date of invoice, providing in writing the MaxLite invoice number, order number and an itemization of all shortages/overages by product code and quantity. Incomplete claims or claims filed more than fourteen (14) business days after the MaxLite invoice date will not be accepted and no credit will be given.
The Buyer shall further provide its claims number(s), if any, when reporting a shortage.
(A) ALL RETURNS: THE MaxLite ACCOUNTS RECEIVABLE AND CREDIT DEPARTMENTS MUST PRE-APPROVE ALL RETURNS. THE BUYER MUST PAY ALL RETURN FREIGHT CHARGES, unless the Buyer is authorized to use UPS CALL TAG.
(B) RETURN TO STOCK POLICIES: MaxLite WILL CONSIDER "RETURN TO STOCK" REQUESTS ONLY IF THERE HAS BEEN AN ERROR BY MaxLite. Such return to stock requests made after thirty (30) days of the invoice date will not be considered. A MaxLite INVOICE NUMBER IS REQUIRED FOR ALL "RETURN TO STOCK" CLAIMS and the merchandise returned must be in the same sellable condition as it was at the time of shipping, or no credit will be issued. There will be 25% restocking fees to be charged to all returned merchandise.
(C) DEFECTIVE RETURN POLICIES: Whether a product is defective will be determined at the discretion of MaxLite. Credit for Products found to be defective would be issued at the invoiced price. Failure by Buyers to provide the invoice will result in credit being issued at the lowest current price.
HANDLING CHARGES: MaxLite will not pay any handling charges.
TIME LIMIT FOR AUDIT CLAIMS: MaxLite invoices will be deemed accepted by the Buyer and will not be subject to any audit claims unless the Buyer notifies MaxLite in writing within thirty (30) days of the date of the subject invoice.
SPECIFICATIONS AND WARRANTIES: Any product delivered shall conform to MaxLite Published Specifications. MaxLite HEREBY EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND MAKES NO OTHER WARRANTIES TO THE BUYER, EXPRESS OR IMPLIED, except as specifically provided for herein. As Buyer's sole remedy hereunder, MaxLite lamps, MaxLite ballasts, and MaxLite emergency light inverters are warranted from the date of the applicable purchase order to be free from defects in material and workmanship for the following periods: (i) all linear lamps for a period of one (1) year; all compact fluorescent lamps for a period of one (1) year unless otherwise stated; (ii) linear ballasts for a period of five (5) years; compact fluorescent ballast for a period of three (3) years, (iii) Energy Star fixtures for a period of one (1) year for the lamp and ballast unless otherwise stated and (iv) emergency light inverters for a period of up to five (5) years for the unit and a period of two (2) years for the battery. In order to exercise any warranty hereunder, the Buyer shall notify MaxLite in writing seeking return authorization and provide a sample to MaxLite of the product alleged to be defective. MaxLite's obligations under this warranty shall be limited to, at its option, repairing or replacing defective Products. MaxLite will ship replacement lamps, ballasts, and/or emergency light inverters to the Buyer at MaxLite 's expense.
INSTALLATION AND OPERATION:
(A) MaxLite shall not be responsible for the installation and operation of its Products and the warranty provided in Section 15 above is not applicable to any product sold by MaxLite that is not installed and operated in accordance with: (i) The National Electric Code (NEC); (ii) the Standards for Safety of Underwriter's Laboratories, Inc. (UL); (iii) the Standards of the American National Standards Institute (ANSI); and (iv) the specific instructions provided by MaxLite for the installation of the Products.
(B) The warranty provided for in Section 15 is not applicable if the lamps, ballasts, or emergency light inverters are: (i) operated above maximum rated temperatures of 100F or outside of recommended operating voltage; (ii) installed improperly; (iii) installed in connection with improper wiring; or, if applicable, (iv) installed in cracked or dirty sockets. The lamp portion of the warranty is not applicable if the MaxLite lamp is replaced with the lamp of any other manufacturer. The warranty for any lamp ballast system is not applicable if the MaxLite ballast is replaced with any other manufacturer's ballast.
LIMITATION OF LIABILITY, DAMAGES, AND ACTIONS: MaxLite WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT, INTERRUPTION OF BUSINESS, OR ANY OTHER SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGE SUFFERED OR SUSTAINED BY THE BUYER. No action shall be maintained by the Buyer against MaxLite unless written notice of any claim alleged to exist has been delivered by the Buyer to MaxLite as provided for herein.
CLAIMS: Any claims of the Buyer to MaxLite shall be made in writing accompanied by a sample of the product alleged by the Buyer to be defective. Claims shall be submitted in accordance with the provisions of Sections 12(C), 15, and 21 herein.
TERMINATION: MaxLite may immediately terminate the Buyer's ability, if any, to purchase Products on credit or otherwise at any time at MaxLite's discretion. All accounts with invoices not paid within ninety (90) days of the invoice date are subject to termination and may result in stoppage of shipping.
FORCE MAJEURE: If a delivery date is specified, that date will be extended to the extent that delivery is delayed by reason of fire, flood, war, riot, strike, natural disaster, or any other event beyond the reasonable control of MaxLite.
NOTICES: All notices required or permitted under this agreement shall be in writing and personally delivered or mailed, by certified mail, return receipt requested, or delivered by a nationally recognized overnight delivery service when accompanied by written evidence of delivery and addressed to each recipient as set forth in the order confirmation. Notice shall be deemed effective when received, if personally delivered, on the third business day after mailing, or on the date delivered by a delivery service.
CONSTRUCTION: To the extent permitted by the laws of the State of NewJersey, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New Jersey determined without reference to principles of conflicts or choice of law. Each party agrees to submit to the exclusive jurisdiction of the Courts of the State of New Jersey and of the United States situated within the Northern District of the State of New Jersey for any legal or equitable proceeding arising from or relating to or connected with this Agreement and waives any claim, defense or objection that any such proceeding in any such court has been brought in an incorrect or inconvenient venue or forum.
MISCELLANEOUS: This agreement is the entire agreement between the parties, MaxLite and the Buyer, with respect to the subject matter hereof and supersedes all prior agreements and negotiations between the parties. This agreement may be supplemented, modified or amended only in writing signed by the duly authorized representatives of both parties, MaxLite and the Buyer. This agreement shall inure to the benefit of and shall be binding upon the parties' respective successors and assigns. In the event that any provision of this agreement shall be found to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the validity, legality or enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired by such a finding.
This Agreement may be signed in counterparts, all of which shall be considered to be one and the same agreement, and shall become effective when signed and delivered.
OTHER REPRESENTATIONS: The Buyer agrees that MaxLite has made no representations of any kind with respect to the agreement between the parties or to the Products to be supplied under such agreement, except as such representations are expressly set forth herein.