Acceptance.
Acceptance of an order by Amaax LLC is expressly made conditional on the Purchaser’s acceptance of these terms and is contingent on a satisfactory credit evaluation. Purchaser will be deemed to have assented to Purchaser’s completion or execution of this Agreement and Purchaser’s acceptance to this Agreement by issuance of a purchase order and subsequent acceptance in writing by Amaax LLC. Any additional or different terms specified or referenced in Customer’s Purchase Order are hereby excluded and shall not be deemed effective or binding unless expressly agreed to in writing by an authorized representative of Amaax LLC.
Order Cancellation Policy.
Purchaser may only cancel a purchase order if Purchaser provides written notice to Amaax LLC at least 24 hours prior to the scheduled shipment date and with written acceptance by an authorized representative of Amaax LLC.
Pricing.
Unless otherwise agreed to in writing or set forth in the quotation, all prices quoted by Amaax LLC are based on U.S. dollars. Unless otherwise stated, the Quotation pricing is only valid for 30 days from original quote date. Prices are confidential and may not be published or shared with parties not listed on the quote.
Payment.
Invoices are payable net thirty (30) days from date of invoice. Payment shall be deemed to have been made when a check is received by Amaax LLC or payment is received by an electronic transfer in Amaax LLC’s bank account. Unless waived by Amaax LLC in writing, overdue undisputed invoices shall be subject to a late payment charge equal to the lesser of one and one half percent (1½%) per month or the maximum rate allowed by law. Purchaser agrees to pay Amaax LLC for any and all costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Amaax LLC to collect any amounts owed to it under this Agreement. Amaax LLC may require an advance payment or milestone payments prior to beginning performance of the Purchase Order. Amaax LLC may require the Customer to obtain a letter of credit for international orders.
Delivery and Shipment.
Date of delivery shall be determined by mutual written agreement of the parties. No delivery date set forth in a purchase order shall be binding on Amaax LLC unless Amaax LLC explicitly agrees to such delivery date. Shipment of all products shall be Freight on Board (FOB) origin. Whereupon title to and all risk of loss, damage, or destruction of the products will pass to the Purchaser. All freight charges, transportation and other similar charges will be the sole responsibility of the Purchaser. In the event of any loss or damage to any of the products during shipment, Purchaser should make claim against the carrier. Amaax LLC’s quoted delivery schedule represents its best estimate and is based on current schedules and workload. Amaax LLC shall have no liability for delay or any damages or losses sustained by Customer as a result of such estimate not being met. Partial deliveries shall be permitted. Amaax LLC shall pack all products in accordance with its standard design and packaging specifications or practices. Special packaging or handling requirements may be accommodated at the discretion of Amaax LLC.
Taxes.
Purchaser shall be billed for all applicable sales and other taxes until such time as Purchaser provides a tax-exempt certificate (resale certificate) to Amaax LLC with respect to such taxes. Applicable taxes will be calculated and billed at time of invoicing. Taxes will be in addition to the prices quoted.
Warranties.
Subject to the terms and conditions set forth, Amaax LLC warrants that the durable Products manufactured by Amaax LLC shall be free from defects, including latent defects, in material and workmanship for a period of 12 months from delivery and reusable products shall perform as intended under normal use and service when operated in accordance with Amaax LLC’s operating instruction. Amaax LLC’s obligation and Customer’s remedy under the Warranty shall be, at Amaax LLC’s option, the repair or replacement of the nonconforming warranted Product, or any part thereof. The warranty does not apply to consumable items such as foam pillows and like items. Consumable Products manufactured by Amaax LLC shall be free from defects, including latent defects, in material and workmanship under normal storage and handling conditions for 12 months from manufacture date of products as indicated on the labeling. Amaax LLC’s obligation and Customer’s remedy shall be, at Amaax LLC’s option, the destruction or replacement of the nonconforming consumable Product, or any part thereof.
EXCEPT AS SPECIFICALLY SET FORTH IN THE AGREEMENT, AMAAX LLC MAKES NO WARRANTIES, EXPRESS OR IMPLIED. EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT, AMAAX LLC EXPRESSLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WITH RESPECT TO THE PRODUCTS, INCLUDING, WITHOUT LIMITATION: FITNESS FOR ANY PARTICULAR PURPOSE; WORKMANSHIP; OR MERCHANTABILITY. UNLESS OTHERWISE REQUIRED BY LAW, THIS WARRANTY EXTENDS ONLY TO THE ORIGINAL PURCAHSE OF THE PRODUCTS PURCHASED FROM AMAAX LLC OR FROM AN AUTHORIZED AMAAX LLC DISTRIBUTOR. Customer shall provide written or verbal notice of the Product’s failure within the Warranty period, to Amaax LLC Customer Service. If requested, and provided a Return Materials Authorization (RMA), Customer will ensure the failed Product is packed and returned to Amaax LLC with transportation and insurance prepaid by Amaax LLC.
Purchaser acknowledges that it understands its obligations under the Safe Medical Devices Act of 1990 (the “Safe Devices Act”), including, but not limited to, its reporting obligations to the U.S. Food and Drug Administration (the “FDA”). In the event Purchaser is required to file a notice with the FDA pursuant to the Safe Devices Act, Purchaser agrees to simultaneously provide Amaax LLC a copy of such report by sending a copy of the report to: Amaax LLC, 7901 4th St N # 26451, St. Petersburg, FL 33702.
Limitation of Liability.
IN NO EVENT WILL AMAAX LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE PURCHASE, WHETHER BASED IN BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY OTHER LEGAL THEORY, EVEN IF AMAAX LLC IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION: DELAYED SHIPMENT, LOST PROFITS, SAVINGS, OR REVENUE; DAMAGE TO REPUTATION; LOSS OF USE OF A PRODUCT OR ANY ASSOCIATED EQUIPMENT; COST OF CAPITAL; COST OF ANY SUBSTITUTE GOODS, EQUIPMENT, FACILITIES OR SERVICES; DOWNTIME; OR THE CLAIMS OF THIRD PARTIES INCLUDING PURCHASER’S CUSTOMERS.
Return Goods Policy.
Should Amaax LLC ship products in error, Amaax LLC shall arrange and pay for return shipment of the product without applying a restocking fee provided that, Purchaser notifies Amaax LLC of the error within thirty (30) days of shipment, and the product is returned in “as shipped” condition. If Purchaser orders products in error and notifies Amaax LLC of the error within thirty (30) days of shipment, Purchaser may return the product in “as shipped” condition at Purchaser’s cost and expense; however, Purchaser agrees to pay Amaax LLC a restocking fee of 15% of the net price for the returned products.
Installation.
Unless otherwise agreed in writing, Purchaser shall perform any installation of products sold hereunder at Purchaser’s expense. Amaax LLC agrees to furnish appropriate instructions and information to assist with the installation and/or operation of the products.
Product Interface.
Purchaser shall be responsible for ensuring to Purchaser’s satisfaction that any equipment and accessories not supplied by Amaax LLC, that are used with the products, properly interface or operate with the products. Amaax LLC shall not be liable to Purchaser or any third person for personal injury or property damage arising from the use of third-party equipment and accessories with the products.
Specifications.
Specifications and any other information shall remain the property of Amaax LLC and are subject to recall at any time. Such information shall not be disclosed or used for manufacture of any products. In accordance with Amaax LLC’s established policy of constant improvement, Amaax LLC reserves the right to amend its specifications at any time without notice.
Ordering.
All purchase orders should be emailed to [email protected]
If you have any questions, please call or WhatsApp Customer Support at (727) 362-3615.
Force Majeure.
Either party shall be excused from any delays in schedules or failure to perform any of its obligations, except payment obligations, under this Agreement caused by floods, strikes or other labor disturbances, fires, accidents, wars, delays of carriers, inability to obtain raw materials, failures of normal sources of supply, restraints of government, or any other similar or dissimilar cause beyond either party’s reasonable control. No such delay or failure shall be considered a breach of either party’s obligations under this Agreement.
Security Interest.
Amaax LLC shall retain a security interest in the products until Amaax LLC has received full payment including taxes. Purchaser agrees to sign and deliver to Amaax LLC any additional documents required by Amaax LLC to protect its security interest. If Purchaser defaults or Amaax LLC deems itself insecure or the products in danger of confiscation, the full amount unpaid shall immediately become due and payable at the option of Amaax LLC and on proper notice to Purchaser, Amaax LLC may retake possession of the products wherever located without court order and can resell or retain according to the laws of the state where the products are located. The products shall not be considered a fixture if attached to any realty. Purchaser shall assume all loss relating from damage to the products occurring after the products have been delivered to Purchaser and shall provide adequate insurance therefore at all times until the purchase price shall have been fully paid. Amaax LLC reserves the right to request proof of such insurance at any time prior to full payment along with a statement from such insurer limiting cancellation or changes to said policy within ten (10) days after written notice of same to Amaax LLC.
Complete Agreement; Conflicting and Additional Terms.
This Agreement and Purchase Orders issued and accepted in accordance with this Agreement contain the complete agreement of the parties with respect to the subject matter hereof. All Products from Amaax LLC will be provided on the terms and conditions set forth in this Agreement. The terms of this Agreement will govern over any conflicting terms in individual Purchase Orders, and all additional terms (other than the dates, product type and quantity terms of such order) in individual Purchase Orders will be disregarded in their entirety unless otherwise explicitly agreed to in a writing signed by an authorized representative of each party.
Amendment.
No amendment or modification of this Agreement shall be effective or binding upon either party unless committed to in writing and signed by a duly authorized representative(s) of each of the parties.
Severability.
Each and every paragraph, sentence, clause, term and provision of this Agreement shall be severable, and if any portion of this Agreement shall be held or declared to be illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability shall not affect any other portions hereof, and the remainder of this Agreement, disregarding such invalid portion, shall continue in full force and effect as though such void provision had not been contained herein.
Waiver of Damages.
In no event will either party be liable for any indirect, punitive, special, incidental or consequential damages in connection with or related to this agreement (including delayed shipment; loss of profits, use, data, or other economic advantage; damage to reputation; loss of use of a product or any associated equipment; cost of capital; cost of any substitute goods, equipment, facilities or services; downtime; or the claims of third parties including purchaser’s customers), howsoever arising, either out of breach of this agreement, including breach of warranty, or in tort (including negligence, strict liability, or otherwise), even if the other party has been previously advised of the possibility of such damage and whether or not such damages are foreseen or unforeseen.
Law and Venue.
These Terms and Conditions, and any related claims or disputes, are governed by and construed under Florida law, notwithstanding its principles of conflicts of law. Any claim or legal action arising under these Terms and Conditions shall be commenced and maintained in the Florida state court respectively. The parties waive their rights to a jury trial in any such action, and agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply to the purchase of goods under this.