MAX LIGHTING AND DISTRIBUTION

TERMS & CONDITIONS OF SALE

General

Max Lighting and Distribution requires that all persons or entities doing business with Max Lighting and Distribution agree to these Terms & Conditions (“Terms”) for the purchase of any products sold or supplied by Max Lighting and Distribution.

These Terms apply to all quotations, purchase orders, sales orders, invoices, releases, deliveries, and purchases from Max Lighting and Distribution. By submitting a purchase order, authorizing Max Lighting and Distribution to proceed, paying a deposit, accepting a Sales Order Acknowledgement, or accepting any products or equipment, the Customer acknowledges and agrees to be bound by these Terms.

Any terms contained in a Customer purchase order, subcontract, or other document that are additional to or inconsistent with these Terms are expressly rejected and shall not apply unless specifically accepted in writing by an authorized representative of Max Lighting and Distribution.

All quotations and sales are also subject to the applicable manufacturer's terms of sale, warranty, return, cancellation, freight, and delivery policies. No other terms or conditions, whether oral, written, or implied, shall supersede or modify these Terms unless expressly agreed to in writing by Max Lighting and Distribution.

 

1. Quotations, Pricing & Scope

Quotations are based solely upon the plans, specifications, fixture schedules, counts, photographs, drawings, and other information provided to Max Lighting and Distribution.

Max Lighting and Distribution is not responsible for inaccuracies, omissions, or discrepancies resulting from incomplete or incorrect information provided by the Customer.

Pricing is firm for thirty (30) days from the quotation date unless otherwise stated. After expiration, the project is subject to requotation, including manufacturer price increases, tariffs, duties, surcharges, freight increases, or other cost changes.

A purchase order is not binding upon Max Lighting and Distribution until accepted through a written Sales Order Acknowledgement.

Max Lighting and Distribution reserves the right to correct clerical errors, pricing errors, omissions, or materials inadvertently excluded from a quotation.

All prices are stated in U.S. dollars and exclude applicable sales, use, excise, or other taxes unless specifically stated otherwise.

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2. Quantities & Customer Verification

The Customer is solely responsible for verifying all fixture types, quantities, linear run lengths, configurations, voltages, mounting conditions, control requirements, and other project requirements before ordering.

Max Lighting and Distribution is not responsible for counts or quantity discrepancies.

Any change to quantities, specifications, approved submittals, Bill of Material, drawings, or project scope may require requotation.

Quotations are valid only for the types and quantities specifically listed.

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3. Excluded Items

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Unless specifically included in writing, quotations do not include miscellaneous materials, lamps, spares, samples, mockups, stems, guards, plaster frames, mounting hardware, specialty accessories, or other items not expressly listed.

Samples and mockups requested after issuance of the quotation may be subject to additional charges.

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4. Cancellations & Changes

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Once a Sales Order Acknowledgement has been issued, the Customer may not cancel, modify, or alter an order, in whole or in part, without prior written approval from Max Lighting and Distribution.

Max Lighting and Distribution reserves the right, in its sole discretion, to cancel, suspend, decline, or terminate any order, in whole or in part, at any time prior to delivery. This includes, without limitation, circumstances involving nonpayment or late payment, credit concerns, manufacturer cancellation or discontinuation, product unavailability, pricing or specification errors, supply-chain issues, changes in manufacturer terms, inability to procure material, or other commercial or operational circumstances affecting fulfillment of the order.

In the event Max Lighting and Distribution cancels an order, Max Lighting and Distribution's liability shall be limited to the return of any Customer deposit or payment applicable to the cancelled portion of the order for which material has not been delivered, less any non-refundable manufacturer charges, committed costs, or other amounts properly due.

Any Customer-requested cancellation or modification that Max Lighting and Distribution approves is subject to manufacturer cancellation charges, restocking charges, engineering charges, freight charges, fabrication expenses, committed material costs, and any other costs already incurred.

Hold-for-release orders may be subject to cancellation charges of up to 30% of the order value.

Standard material already released, ordered, manufactured, or in production may be subject to cancellation charges of up to 100% of the order value.

Custom, modified, made-to-order, special-component, or non-returnable products may be non-cancellable and subject to charges up to 100% of the order value.

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5. Payment Terms

Payment shall be made in full, without offset, deduction, withholding, or unauthorized back charge, according to the payment terms established by Max Lighting and Distribution and stated on the applicable quotation, Sales Order Acknowledgement, or invoice.

Max Lighting and Distribution reserves the right to establish payment terms on a project-by-project basis.

Unless expressly agreed to in writing by Max Lighting and Distribution, payment terms are not “pay when paid” and are not contingent upon the Customer receiving payment from an owner, general contractor, construction manager, or any other third party.

Where a project is divided among multiple purchase orders, payment terms may be established separately for each Sales Order Acknowledgement.

Max Lighting and Distribution shall have no obligation to release orders, commence applicable lead times, or proceed with procurement until any required deposit or down payment has been received.

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6. Past-Due Accounts & Collection Costs

Invoices not paid when due may be subject to a service charge of 1.5% per month (18% annually), or the maximum rate permitted by applicable law, whichever is less.

The Customer shall be responsible for reasonable costs incurred by Max Lighting and Distribution in collecting past-due amounts, including collection agency fees, court costs, and reasonable attorneys' fees, to the extent permitted by applicable law.

If the Customer's account becomes delinquent or Max Lighting and Distribution reasonably determines that the Customer's creditworthiness has materially changed, Max Lighting and Distribution reserves the right to suspend procurement, production, shipments, releases, or deliveries and may require partial or full payment before proceeding.

Such suspension shall not constitute a breach by Max Lighting and Distribution and shall not relieve the Customer of any payment obligation.

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7. Delivery, Shipping & Risk of Loss

All shipping and delivery dates are estimates only and are not guaranteed.

Estimated lead times shall not commence until Max Lighting and Distribution has received all information required to process the order, including approved submittals when applicable, written release authorization, and any required deposit.

Unless otherwise expressly stated, shipments are quoted FOB Shipping Point.

Risk of loss or damage shall transfer in accordance with the applicable shipping terms.

The Customer shall not be relieved of its obligation to accept or pay for products because of a manufacturer, freight, production, or delivery delay.

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8. Freight & Additional Delivery Charges

Unless otherwise stated, quoted freight is based upon one (1) shipment or release.

Split releases, partial shipments, pre-shipments, expedited shipments, anchor bolt shipments, special palletizing, liftgate service, union drivers, inside delivery, jobsite restrictions, or other special transportation requirements may result in additional charges.

Pole shipments and oversized or specialty freight may be subject to additional freight charges.

Max Lighting and Distribution reserves the right to invoice additional freight charges resulting from Customer-requested split releases or special delivery requirements.

No UPS or FedEx deliveries will be made directly to job sites for small shipments unless expressly approved. An alternate delivery address may be required.

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9. Returns, Refunds, Damages & Shortages

ALL SALES ARE FINAL. NO RETURNS OR REFUNDS.

Damages, shortages, or missing items must be communicated to Max Lighting and Distribution in writing within forty-eight (48) hours after delivery.

Failure to provide written notice within this period shall constitute acceptance of the shipment as delivered.

No merchandise may be returned without prior written authorization from Max Lighting and Distribution. Unauthorized returns will not be accepted or credited.

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10. Manufacturer Warranties

Products supplied by Max Lighting and Distribution are generally manufactured by third-party manufacturers.

All product warranties are limited to and governed by the applicable manufacturer's warranty, including the manufacturer's terms, conditions, exclusions, limitations, and claim procedures.

Max Lighting and Distribution makes no independent warranty regarding products manufactured by third parties.

Max Lighting and Distribution will use commercially reasonable efforts to assist the Customer with legitimate manufacturer warranty claims.

A pending warranty claim does not relieve the Customer of its obligation to timely pay any outstanding invoice.

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11. Back Charges

Max Lighting and Distribution will not accept any back charges, labor charges, field repair charges, delay charges, liquidated damages, or other deductions unless expressly authorized by Max Lighting and Distribution in writing prior to the expense being incurred.

The Customer may not unilaterally deduct, offset, or withhold any claimed back charge from amounts owed to Max Lighting and Distribution.

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12. Limitation of Liability

To the fullest extent permitted by applicable law, Max Lighting and Distribution shall not be liable for lost profits, loss of use, loss of production, project delays, labor inefficiencies, liquidated damages, special damages, indirect damages, incidental damages, punitive damages, or consequential damages arising from or relating to any quotation, order, product, shipment, manufacturer delay, delivery delay, or transaction.

To the fullest extent permitted by applicable law, the aggregate liability of Max Lighting and Distribution arising from any product or transaction shall not exceed the amount actually paid to Max Lighting and Distribution for the specific product giving rise to the claim.

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13. Force Majeure

Max Lighting and Distribution shall not be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, fire, flood, severe weather, war, terrorism, governmental action, tariffs, import restrictions, civil disturbance, strikes, labor shortages, material shortages, supply-chain disruptions, transportation shortages, manufacturer delays, inability to obtain raw materials, or other causes beyond the reasonable control of Max Lighting and Distribution.

Max Lighting and Distribution may suspend performance for the duration of such condition without liability.

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14. Taxes & Governmental Charges

Sales tax is not included unless specifically stated.

Applicable sales, use, excise, governmental, tariff, duty, or similar charges shall be added to the Customer's invoice unless the Customer provides a valid exemption certificate acceptable to Max Lighting and Distribution.

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15. Credit Approval

All orders and payment terms are subject to credit approval.

If, in the reasonable judgment of Max Lighting and Distribution, the Customer's credit becomes impaired or the Customer fails to maintain its account according to agreed payment terms, Max Lighting and Distribution may require partial or full payment in advance before ordering, releasing, shipping, or delivering additional material.

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16. Product Specifications

Manufacturer specifications, dimensions, finishes, performance data, and other product characteristics may be subject to change without notice.

Max Lighting and Distribution will use commercially reasonable efforts to communicate material manufacturer changes known to Max Lighting and Distribution.

The Customer remains responsible for confirming that products ordered satisfy the project's specifications, drawings, approved submittals, codes, and intended application.

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17. Assignment

The Customer may not assign or transfer any rights or obligations relating to an order or these Terms without prior written consent from Max Lighting and Distribution.

Max Lighting and Distribution may assign its rights, including accounts receivable and payment rights, as permitted by applicable law.

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18. Confidentiality

Each party agrees to reasonably protect confidential or proprietary information received from the other party and shall not disclose such information except as necessary to perform the transaction or as otherwise required by law.

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19. Export Compliance

The Customer shall comply with all applicable United States export-control laws and regulations and shall not knowingly export, re-export, or transfer products supplied by Max Lighting and Distribution in violation of applicable law.

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20. Authority to Modify Terms

No salesperson, manufacturer's representative, employee, agent, or other representative has authority to alter, waive, or modify these Terms unless expressly approved in writing by an authorized representative of Max Lighting and Distribution.

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21. Governing Law & Venue

These Terms and all transactions between Max Lighting and Distribution and the Customer shall be governed by the laws of the State of New York, without regard to conflict-of-law principles.

To the extent permitted by applicable law, any action or proceeding arising from the transaction shall be brought in a court of competent jurisdiction located in Nassau County, New York.

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22. Legal Fees

In any action to collect amounts due to Max Lighting and Distribution or enforce the Customer's payment obligations, the Customer shall be responsible for reasonable attorneys' fees, court costs, collection expenses, and other reasonable costs of enforcement incurred by Max Lighting and Distribution, to the extent permitted by applicable law.

For other litigation arising under these Terms, the prevailing party may recover reasonable attorneys' fees and costs to the extent permitted by applicable law.

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23. No Third-Party Beneficiaries

These Terms are solely for the benefit of Max Lighting and Distribution and the Customer and their respective permitted successors and assigns and are not intended to create rights in any third party.

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24. Entire Agreement

These Terms, together with the applicable quotation, Sales Order Acknowledgement, invoice, approved change orders, and other documents expressly incorporated by Max Lighting and Distribution, constitute the agreement between Max Lighting and Distribution and the Customer regarding the applicable transaction.

No oral statement or conflicting or additional term contained in a Customer purchase order, subcontract, or other Customer document shall amend or supersede these Terms unless expressly accepted in writing by an authorized representative of Max Lighting and Distribution.

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25. Binding Effect

These Terms shall be binding upon and inure to the benefit of Max Lighting and Distribution, the Customer, and their respective permitted successors and assigns.

Section headings are provided for convenience only and shall not affect the interpretation of these Terms.

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26. Customer Acceptance

By submitting a purchase order, paying a deposit, authorizing Max Lighting and Distribution to proceed, accepting a Sales Order Acknowledgement, accepting delivery, or otherwise authorizing procurement of material, the Customer acknowledges that it has read, understood, and agrees to be bound by these Terms & Conditions.

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27. Website Incorporation

By accepting a quotation, submitting a purchase order, making payment, authorizing Max Lighting and Distribution to proceed, or accepting products from Max Lighting and Distribution, the Customer acknowledges and agrees that the Terms & Conditions published on the Max Lighting and Distribution website are incorporated into and form part of the applicable quotation, order, and transaction.