Maxtena Policies & Terms

Maxtena, Inc. is aware of and concerned by reports that profits from the sale of certain metals mined in the Democratic Republic of the Congo (DRC) or adjoining countries have helped fuel war and human rights violations in the eastern Congo. In July 2010, the United States passed HR4173, the Dodd-Frank Financial Reform Bill section 1502(b) requiring all US stock listed companies and their suppliers to disclose the chain of custody usage of conflict minerals (specifically Tin, Tantalum, Tungsten, and Gold, also known as 3TG).

While Maxtena is not a public company and not subject to SEC reporting, Maxtena fully supports this legislation and its position to avoid use of conflict minerals. Maxtena is committed to responsible sourcing and is taking appropriate measures that include the following activities:

• Communicating this policy to our suppliers and customers via our company website.
• Expecting and demanding our suppliers to source materials from socially responsible suppliers and incorporating contractual language in our Purchase Orders and Terms and Conditions that will ensure compliance.
• Investigating aggressively any information we receive which indicates that any minerals used are Conflict Minerals.
• Maxtena may terminate relationships with suppliers that are found to have supplied us with Conflict Minerals without appropriate disclosure.

Please be assured that Maxtena understands the importance of this issue and is committed to the pursuit of responsible procurement practices and has no intentions, directly or indirectly of abetting the human rights violations identified in the Democratic Republic of Congo (the “DRC”) and adjoining countries.

1. General - All purchase orders (“POs”) issued by Maxtena, Inc. (“Maxtena”) to supplier (“Seller”) of products, deliverables, and/or services (“Products” collectively) are made in accordance with the following terms and conditions and any additional terms and conditions shown on the face of the PO that do not conflict with the following terms and conditions. All other terms and conditions are hereby expressly rejected and superseded by Maxtena terms and conditions. If a separate agreement exists between Maxtena and Seller with respect to Products, the terms and conditions of such agreement shall prevail over any inconsistent terms and conditions in this document. The PO constitutes Maxtena’s offer to Seller, and is a binding contract when it is accepted by Seller. No condition stated by Seller in accepting or acknowledging the PO shall be binding upon Maxtena unless accepted by Maxtena’s written approval.

2. Delivery and Rescheduling - Unless otherwise specified in writing by Maxtena, the delivery by date specified on the PO is the date the Seller is expected to ship the products. Seller is authorized to ship no earlier than seven (7) days and zero (0) days late. Failure to ship products according to the time indicated on the PO shall constitute a material breach. Seller shall notify Maxtena as soon as it discovers that the ship date cannot be met, and propose a new ship date. Maxtena may agree to the newly proposed date or cancel the PO with no liability. Seller shall be liable for the actual and reasonable costs and damages Maxtena incurs due to this delay or cancelation. Maxtena may, without liability and with a notice given at least seven (7) days to the Seller, reschedule any ship date to a later date. Seller shall not commence the manufacturing or procurement of material for products in advance of standard manufacturing and material lead time. All materials purchased in excess of product quantities shall be approved by Maxtena in advance of such purchases.

3. Cancelation - Maxtena reserves the right to cancel or terminate, with or without cause, in whole or in part of this PO. In the event the cancelation or termination is without cause, Maxtena shall provide a thirty (30) day written notice prior to the ship date of the PO, and Maxtena agrees to negotiate in good faith a reasonable compensation. Maxtena shall have no further obligations to Seller except for paying for Products that were provided to Maxtena prior to such cancelation or termination and accepted by Maxtena.

4. Changes - Maxtena may at any time suspend the work under a PO in whole or in part, or make changes in product designs, method of shipment, or place of delivery upon written notice to Seller. Any change of product costs or delivery schedule caused by such changes shall be mutually agreed upon by both parties. Seller shall not make any changes to the material specifications, manufacturing processes or locations for products specified in this PO without Maxtena’s prior consent in writing.

5. Shipping - Seller shall ship the products covered by the PO complete unless instructed otherwise and via methods consistent with the agreed upon incoterms. Seller shall label the shipping cartons with necessary markings, and provide adequate protective packing in accordance with best practices and /or specifications provided by Maxtena.

6. Invoicing - Invoices shall be emailed to Maxtena Finance Department immediately after shipment of goods or rendering of services. The PO number shall be clearly stated on the invoices.

7. Inspection - Maxtena shall have a reasonable time upon receipt of products to inspect the products. Maxtena may reject any materials that are defective, or not conforming to specifications or terms and conditions of this PO. Rejected products may be returned to Seller at Seller’s risk and expense including shipping costs, for refund, credit, repair or replacement. Seller shall pay and fully indemnify Maxtena for Maxtena’s expenses related to the inspection and return processes.

8. Assignment and Subcontracting - Seller shall not assign, transfer, or subcontract any right or obligations associated with this PO without the prior written consent from Maxtena. In the event that Maxtena consents to the use of a subcontractor, Seller shall guarantee and be liable for the performance and payment of all subcontracted obligations.

9. Right of Entry - Maxtena may, upon reasonable notification to Seller, enter the premises of Seller or Seller’s subcontractors during normal business hours to perform quality inspection related to the products specified in this PO.

10. Warranty - Seller warrants that:

    1. No laws of the United States or any state or government authority or agency has been violated in any activities related to the deliveries of Products associated with this PO;
    2. Products will be free from defects and new unless they were returned by Maxtena for rework;
    3. Products will conform to and perform in accordance with specifications;
    4. Products do not infringe any proprietary rights;
    5. Seller shall conform to any Maxtena quality requirements including those specified in Maxtena Supplier Quality Manual;
    6. Seller understands Maxtena’s commitment to avoid the use of conflict minerals and Maxtena’s demand of its suppliers to comply with sourcing from socially responsible suppliers;
    7. Seller has not and will not act unethically, and as applicable Seller complies with the Electronics Industry Citizenship Coalition (EICC) Code of Conduct. Products failing to comply with applicable warranties may result in termination of this PO, refund, credit, and/or returns, at Maxtena’s discretion. Seller shall provide Maxtena with declarations of compliance upon request.

11. Ownership - Maxtena shall have free title to and ownership in Products provided by Seller related to the PO. Maxtena shall own all intellectual property rights in any software programs, specifications, and processes created for Maxtena associated with this PO. For Seller-owned or licensed intellectual property associated with the deliverables of this PO, Seller grants to Maxtena a royalty-free, perpetual, and transferrable license to use internally and/or to third parties.

12. Confidential Information - Confidential Information shall mean any information and data of a confidential nature, whether owned by a party, or by a third party obtained through a confidential arrangement, including but not limited to proprietary, technical, development, marketing, sales, operating, performance, cost, know-how, business and process information, computer programming techniques, all record bearing media containing or disclosing such information and techniques, and all other information of a confidential nature, whether tangible or intangible, whether in written, oral or visual form, which is disclosed by one party (“Discloser”) to the other party (“Recipient”) pursuant to this Agreement. When appropriate, the term shall also include any samples, models, tools or prototypes, or parts thereof. Seller acknowledges that certain information provided by Maxtena related to the PO is confidential in nature, including the identity of Maxtena and Seller, and the fact that Maxtena and Seller are in contact with each other. Seller shall hold Confidential Information in confidence and shall not disclose to third parties. Seller may only use Confidential Information for the purpose of fulfilling its obligations under the PO.

13. No Publicity - Seller shall not use Maxtena name, logo, or trademark to publicize the fact that it is doing business with Maxtena without Maxtena’s prior consent in writing. Seller shall remove any references of Maxtena on material rejected or not purchased by Maxtena.

14. No Authority - The PO does not confer any authority on Seller to enter into any commitment on behalf of Maxtena. Any such commitment shall be entered into only with the prior and specific written consent of Maxtena.

15. Limited Liability - To the greatest extent permitted under applicable law, in no event shall Maxtena’s liability to Seller exceeds the aggregate amount paid or due to Seller for Products delivered in accordance with this PO.

16. Indemnification - Seller will defend, indemnify, and hold harmless Maxtena against all losses, liabilities, damages, claims, penalties, costs and expenses including legal fees relating to any allegation arising from:

    1. any claim that the use, possession, or sale of Products violates a third party’s rights including intellectual property rights;
    2. any act or omission of Seller directly or indirectly related to this PO,
    3. loss of or damage to the property of Seller or any subcontractor of Seller, whether or not the negligence or breach of duty has caused or contributed to by Maxtena.

17. Insurance - Seller agrees to at its own expense provide and maintain in effect at all times during the term of this PO at least the minimum insurance coverage required by law. Certificates of insurance shall be provided by Seller upon Maxtena’s request.

18. Governing Law - This PO is governed by and will be construed in accordance with the laws of the State of Maryland without regard to conflicts of law principles.

19. No Waiver - Failure to enforce any provision of this PO shall not constitute a waiver of any term hereof. Any waiver by Maxtena must be made in writing expressly reference this PO.

20. Sever-ability - The provisions of this PO shall be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.

What information do we collect?

We collect information from you when you register on our site, place an order, subscribe to our newsletter, respond to a survey or fill out a form.

When ordering or registering on our site, as appropriate, you may be asked to enter your: name, e-mail address, mailing address or phone number. You may, however, visit our site anonymously.

What do we use your information for?

Any of the information we collect from you may be used in one of the following ways:

• To improve our website - We continually strive to improve our website offerings based on the information and feedback we receive from you.
• To improve customer service - (your information helps us to more effectively respond to your customer service requests and support needs.
• To process transactions - Your information, whether public or private, will not be sold, exchanged, transferred, or given to any other company for any reason whatsoever, without your consent, other than for the express purpose of delivering the purchased product or service requested.
• To send periodic emails - The email address you provide may be used to send you information, respond to inquiries, and/or other requests or questions.

How do we protect your information?

We implement a variety of security measures to maintain the safety of your personal information when you place an order or enter, submit, or access your personal information.

Do we use cookies?

Yes (Cookies are small files that a site or its service provider transfers to your computers hard drive through your Web browser (if you allow) that enables the sites or service providers systems to recognize your browser and capture and remember certain information.

We use cookies to compile aggregate data about site traffic and site interaction so that we can offer better site experiences and tools in the future. We may contract with third-party service providers to assist us in better understanding our site visitors. These service providers are not permitted to use the information collected on our behalf except to help us conduct and improve our business.

This website uses Google Analytics, a web analytics service provided by Google, Inc. (“Google”). Google Analytics uses “cookies”, which are text files placed on your computer, to help the website analyze how users use the site. The information generated by the cookie about your use of the website (including your IP address) will be transmitted to and stored by Google on servers in the United States . Google will use this information for the purpose of evaluating your use of the website, compiling reports on website activity for website operators and providing other services relating to website activity and internet usage. Google may also transfer this information to third parties where required to do so by law, or where such third parties process the information on Google’s behalf. Google will not associate your IP address with any other data held by Google. You may refuse the use of cookies by selecting the appropriate settings on your browser, however please note that if you do this you may not be able to use the full functionality of this website. By using this website, you consent to the processing of data about you by Google in the manner and for the purposes set out above.

Do we disclose any information to outside parties?

We do not sell, trade, or otherwise transfer to outside parties your personally identifiable information. This does not include trusted third parties who assist us in operating our website, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law, enforce our site policies, or protect ours or others rights, property, or safety. However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses.

Third party links

Occasionally, at our discretion, we may include or offer third party products or services on our website. These third party sites have separate and independent privacy policies. We therefore have no responsibility or liability for the content and activities of these linked sites. Nonetheless, we seek to protect the integrity of our site and welcome any feedback about these sites.

California Online Privacy Protection Act Compliance

Because we value your privacy we have taken the necessary precautions to be in compliance with the California Online Privacy Protection Act. We therefore will not distribute your personal information to outside parties without your consent.

Children’s Online Privacy Protection Act Compliance

We are in compliance with the requirements of COPPA (Children’s Online Privacy Protection Act), we do not collect any information from anyone under 13 years of age. Our website, products and services are all directed to people who are at least 13 years old or older.

Online Privacy Policy Only

This online privacy policy applies only to information collected through our website and not to information collected offline.

Your Consent

By using our site, you consent to our online privacy policy.

Changes to our Privacy Policy

If we decide to change our privacy policy, we will post those changes on this page.

Contacting Us

If there are any questions regarding this privacy policy you may contact us.

1. Offers, Purchase Orders, Order Confirmations and Loan Items

   • All offers made by Maxtena are open for acceptance within thirty calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.
   • The quantity, quality and description of any specification for the goods and/or services shall be those set out in Maxtena’s quotation or the Purchaser’s order.
   • All orders issued by Purchaser shall specify as a minimum the type and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on Maxtena unless and until confirmed by Maxtena in writing with the applicable prices. Maxtena’s order confirmation shall be the binding document for the subsequent invoicing.
   • Minimum order is US $80.00 unless otherwise agreed by Maxtena.
   • A surcharge of US $25.00 is applicable for orders below the minimum and invoiced without further notice. This conditioned minimum order and respective surcharge overrule any written or oral quotes omitting this.
   • There can be no cancellation or suspension of any orders without Maxtena’s agreement in writing. If the Purchaser cancels the order Maxtena has the right to charge the Purchaser an amount appropriate to the work that has been carried out up to a maximum of the value of the contract and/or orders. Loan Items – These terms and conditions apply to any loaned items. Notification of any defect must be made within three days. The loaned item remains the property of Maxtena at all times. It is a condition of accepting a loan item that the recipient insures the product and keeps it in his possession and under his control at all times. The recipient will pay for carriage and packaging of the item both to and from Maxtena’s premises. Purchaser will be invoiced for the Loan Item at standard price. A credit note will be issued upon safe return. Should the loan item not be returned to Maxtena within the agreed time scales (usually 30 days) the invoice will be due for payment. If the loaned item has deviating technical or cosmetic appearance vs. new, customer will be invoiced up to a maximum of the list price value of the item.

2. Prices and Terms of Payment

   • The prices for goods and/or services shall be those set forth in Maxtena’s quotation. All prices are quoted in US Dollars and are exclusive of any applicable value added tax, other form of Sales Tax and any charge imposed by any government authority.
   • All prices quoted are valid for 30 days only or until earlier acceptance by the Purchaser, after which Maxtena may alter without providing notice to the Purchaser.
   • Prices are subject to change without notice. Maxtena shall endeavor to provide as much advance notice as possible of forthcoming prices changes. Maxtena reserves the right without notice to alter the price of goods due to circumstances beyond its control including but not limited to taxes, alteration of duties, freight charges, exchange rate fluctuations, delivery date changes and increase in cost of labor or materials.
   • The prices quoted are discounted based on cash/check transactions, for credit card transactions they are 2.9% higher.
   • Unless expressly stated otherwise in Maxtena’s order confirmation, payment for goods shall be in advance for non-account holders without offset or deduction. Receipts for payment will be issued only upon request.
   • Maxtena may at any time change agreed payment terms without notice by requiring payment cash in advance or cash on delivery, bank guarantee, letter of credit or otherwise.
   • If Purchaser fails to pay any invoice within 10 calendar days of the due date of payment, Maxtena may suspend delivery of any purchase order of any remaining balance thereof until payment is made, or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to Purchaser within seven calendar days of the expiration of the grace period.
   • Title to goods delivered shall remain the property of Maxtena until payment has been fully received under the agreed payment terms.
   • Payments that are delinquent 30 days or more are subject to 2.5% charge.

3. Terms of Delivery and Late Delivery

   • Unless expressly stated otherwise in Maxtena’s order confirmation, all deliveries of goods shall be [ex works] in accordance with applicable terms 2010. The risk of loss or damage to goods shall pass to Purchaser in accordance with the agreed delivery term. The Purchaser has the option to add delivery insurance to shipment at Purchaser’s expense.
   • The delivery dates of goods shall be those set forth in Maxtena’s order confirmation.
   • Maxtena reserves the right to make partial shipments.

4. Acceptance of Goods

   • Purchaser must inspect goods delivered upon receipt. Any claim that any goods have been delivered damaged, or does not comply with their description, shall be notified by the Purchaser to Maxtena within 5 days of delivery.

5. Warranty

   • Maxtena warrants that upon delivery and for a period of twelve months from the date of invoice goods purchased hereunder will conform in all material respects to the applicable manufacturer’s specifications for such goods and will be free from material defects in workmanship, material and design under normal use. The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse.
   • With respect to goods which do not conform to the warranty Maxtena’s liability is limited, at Maxtena’s election, to
     1. refund of the purchase price for such goods less a reasonable amount for usage,
     2. repair of such goods, or
     3. replacement of such goods;
     provided, however, that such goods must be returned to Maxtena, along with acceptable evidence of purchase, within fourteen calendar days after Purchaser has discovered the perceived lack of conformity.
   • Maxtena makes no other warranty, expressed or implied, with respect to goods delivered hereunder, and the warranty constitutes Maxtena’s sole obligation in respect of any lack of conformity of goods delivered. In particular, Maxtena makes no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose.
   • All material returned under warranty shall be returned to Maxtena prepaid by the Purchaser and will be returned to the Purchaser, prepaid by Maxtena.

6. Limitation of Warranty and Liability

   • Neither party will be entitled to, nor liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, re-procurement costs, loss of data, injury to reputation or loss to Purchaser. Purchaser’s recovery from Maxtena for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
   • Maxtena shall not be liable for any claims based on Maxtena’s compliance with Purchasers designs, specifications or instructions or repair, modification or alteration of any goods by parties other than Maxtena or use in combination with other goods.
   • Maxtena shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control. The obligations and rights of Maxtena shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, Maxtena’s obligations shall resume. In the event the interruption continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.

7. Intellectual Property Rights

   • The intellectual property of all items designed, developed and manufactured by Maxtena resides with Maxtena. The payment of Non-Recurring Engineering, tooling, setup or other charges (collectively referred to as NRE) by a Purchaser does not confer any rights to the intellectual property of any designs, which emanate directly or indirectly from the development. As part of any contract, whether it includes the payment of NRE or not, the Purchaser must accept without reservation that Maxtena is the rightful owner of all intellectual property rights for products which are supplied under contract or standard supplies to Purchaser. The Purchaser must not copy, or allow any third party to copy the designs of any Maxtena products.
   • Copyright in any specification, drawing, digital software, technical description, photographs and other documents supplied by Maxtena generally or in connection with the Order and all intellectual property rights in the design of any parts of the equipment or provisions of services, whether such design be registered or not, shall vest in Maxtena absolutely. The Purchaser shall keep confidential any information expressed or confirmed by Maxtena in writing to be confidential and shall not disclose it without Maxtena’s prior consent in writing by an authorized officer to any third party or use it other than for the operation and maintenance of any equipment provided.

8. Miscellaneous

   • No waiver of any provision of these TCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these TCS shall not constitute a waiver of such provision or any other provision(s) of these TCS.
   • Should any provision of these TCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these TCS shall remain in full force and effect and shall be construed in accordance with the modified provision.
   • These TCS and all contracts of sale entered in between the Parties shall be governed by and construed in accordance with the laws of the United States without giving effects to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of the Parties against the other shall be instituted exclusively before the competent courts of the United States, however, without prejudice to Maxtena’s right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision has not been incorporated into these TCS.

9. General

   • These Terms and Conditions of Sale (TCS) apply to all Sales of goods or services by Maxtena notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from Purchaser. No such conflicting, contrary or additional terms and conditions shall be deemed acceptable by Maxtena unless and until Maxtena expressly confirms the acceptance in writing.
   • These Terms and Conditions of Sale apply to any quotation, whether written or verbal, or to any order unless or until other Terms and Conditions are agreed and accepted by Maxtena in writing.
   • Issues addressing principal agreements, partnerships, intellectual property rights, or any other legal contract are only valid when signed by an authorized officer on behalf of Maxtena, i.e. the CEO or Executive Directors.
   • Maxtena reserves the right to change these TCS at any time. Maxtena will give Purchaser thirty calendar days’ notice of any changes by posting notice on Maxtena’s website.

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Cookies Policy

About cookies

This website uses cookies. By using this website and agreeing to this policy, you consent to Maxtena’s use of cookies in accordance with the terms of this policy.

Cookies are files sent by web servers to web browsers, and stored by the web browsers.

The information is then sent back to the server each time the browser requests a page from the server. This enables a web server to identify and track web browsers.

There are two main kinds of cookies: session cookies and persistent cookies. Session cookies are deleted from your computer when you close your browser, whereas persistent cookies remain stored on your computer until deleted, or until they reach their expiry date.

Cookies on our website

Maxtena uses the following cookies on this website, for the following purposes:

• Google Analytics
• Google Adsense
• Quantcast Measure

Google cookies

Maxtena uses Google Analytics to analyse the use of this website. Google Analytics generates statistical and other information about website use by means of cookies, which are stored on users’ computers. The information generated relating to our website is used to create reports about the use of the website. Google will store and use this information. Google’s privacy policy is available at: http://www.google.com/privacypolicy.html

Maxtena publishes Google Adsense interest-based advertisements on this website. These are tailored by Google to reflect your interests. To determine your interests, Google will track your behaviour across the web using cookies. You can view, delete or add interest categories associated with your browser using Google’s Ads Preference Manager, available at: http://www.google.com/ads/preferences/. You can opt-out of the Adsense partner network cookie at: http://www.google.com/privacy_ads.html. However, this opt-out mechanism uses a cookie, and if you clear the cookies from your browser your opt-out will not be maintained. To ensure that an opt-out is maintained in respect of a particular browser, you should use the Google browser plug-in available at: http://www.google.com/ads/preferences/plugin

[Other] third party cookies

When you use this website, you may also be sent the following third party cookies, which may be used for the following purposes:

• com utilizes Audience measurement and targeting features via Quantcast. Quantcast uses cookies to count views and assess demographics. Quantcast Audience Targeting feature uses the measurement and insight data to target advertising.

Refusing cookies

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Credit

This document was created using a Contractology template available at http://www.freenetlaw.com.