TERMS AND CONDITIONS
PE2theMax – Terms & Conditions of Use of PE2theMax.com
THE TERMS AND CONDITIONS SET FORTH ON THIS FORM (THE “TERMS”) AND ANY WRITTEN AGREEMENT EXECUTED BY BUYER AND PE2THEMAX (“AGREEMENT”) CONSTITUTE THE ENTIRE AGREEMENT BETWEEN PE2theMax, BY AND ON BEHALF OF ITS SUBSIDIARIES AND AFFILIATES, (“PE2THEMAX”) AND BUYER (“BUYER”). PE2THEMAX WILL NOT BE BOUND BY ANY ADDITIONAL OR DIFFERENT TERMS ON BUYER’S ORDER OR OTHER DOCUMENTS THAT ARE INCONSISTENT WITH THESE TERMS. ACCEPTANCE BY BUYER OF THESE TERMS MAY BE MADE BY (1) CHECKING THE “AGREE TO TERMS CHECKBOX” DURING PE2THEMAX ONLINE ACCOUNT SETUP, (2) USE OF PE2THEMAX’S ONLINE ORDERING SYSTEM OR (3) RECEIPT BY BUYER OF DELIVERY OF ANY PRODUCTS FROM PE2THEMAX, WHICHEVER FIRST OCCURS.
Buyer will submit orders for products and services through PE2theMax’s online ordering system, located on the World Wide Web at pe2themax.com. These Terms apply to all orders for products and services accepted by PE2theMax. Acceptance of Buyer’s order by PE2theMax will be made only on the express understanding and condition that insofar as these Terms conflict with any terms and conditions in Buyer’s order, these Terms shall govern. No order shall be binding upon PE2theMax until PE2theMax sends Buyer confirmation of such order through electronic mail, facsimile, or other written communication.
Prices, Taxes, Payment
All prices quoted, all orders accepted, and all billings rendered are exclusive of all federal, state and local withholding, excise, sales, use and similar taxes, fees, or charges imposed by any governmental authority on this transaction. All prices presented on the site are subject to change at any time and without notice. Buyer will reimburse PE2theMax for any such tax, fee or charge, at the time of sale or thereafter, that PE2theMax is required to pay. Terms of payment are either by Credit Card or Credit Terms as stated at time of order and on confirmation. In the event that payment is not received within the time period specified in the payment terms, any unpaid balance shall bear interest at the rate of 1.5% per month, or the maximum amount allowed by law, if lower. At its discretion, PE2theMax may extend credit to Buyer, and any amount of credit extended by PE2theMax to Buyer may be changed or withdrawn completely by PE2theMax at any time without prior notice. On any order for which credit terms are not extended by PE2theMax, shipment or delivery shall require a successful credit card authorization and payment for order. If any proceeding is brought by or against Buyer under bankruptcy or insolvency laws, PE2theMax shall be entitled to cancel any order by Buyer then outstanding without prior notice.
Returns, Changes and Cancellations
Cancellations of and changes to orders for products and services, and returns of products by Buyer, will be subject to PE2theMax’s then-existing return, change and cancellation fees. Upon the request of Buyer, PE2theMax will use commercially reasonable efforts to inform the Buyer of the return, change, and cancellation policies existing at the time of Buyer’s request. PE2theMax reserves the right to modify its return, change, and cancellation policies and fees at any time and without notice to Buyer. Buyer agrees to pay all charges resulting from such returns, changes and cancellations, and including, without limitation, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, and any other cost resulting from cancellations, changes or returns.
Title, Delivery, and Acceptance
Any sales of products shipped using the Buyer’s own shipping account number or PE2theMax’s shipping carriers are considered F.O.B. to the shipping point. Buyer is responsible for all shipping and insurance charges, and will reimburse PE2theMax for all shipping and insurance costs PE2theMax incurs as part of the order. Title and risk of loss of or damage to the products shall pass to Buyer on the date the products are delivered to a common carrier at the shipping point (“Shipment Date”). In the event of any default by Buyer, PE2theMax may decline to make further shipments without in any way affecting its rights. PE2theMax will not be liable for delay or non-delivery of the products, resulting or arising from any cause beyond the reasonable control of PE2theMax. The products will be deemed accepted on the Shipment Date.
Until full payment has been received for all services rendered to produce the products, PE2theMax reserves a purchase money security interest in the products sold. Buyer agrees to execute any document appropriate or necessary to perfect the security interest of PE2theMax, or in the alternative, PE2theMax may file these Terms as a financing statement and/or chattel mortgage.
“Confidential Information” shall mean any information disclosed by one party to the other which is marked or identified as “Confidential”, “Proprietary” or in some other manner to indicate its confidential nature, or information which the receiving party should know that the disclosing party would reasonably regard as confidential. Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except as set forth herein, and shall use reasonable efforts not to disclose such Confidential Information to any third party. Without limiting the foregoing, each of the parties shall use at least the same degree of care, which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other party under this Agreement. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Notwithstanding the above, neither party shall have liability to the other with regard to any Confidential Information of the other which the receiving party can prove:
(a) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving party;
(b) was known to the receiving party, without restriction, at the time of disclosure;
(c) is disclosed with the prior written approval of the disclosing party;
(d) was independently developed by the receiving party without any use of the Confidential Information;
(e) became known to the receiving party, without restriction, from a source other than the disclosing party, without breach of this Agreement by the receiving party and otherwise not in violation of the disclosing party’s rights; or
(f) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall provide prompt notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.
Breach of the confidentiality obligations set forth in this Section 7 may cause irreparable damage and therefore, the injured party shall have the right to equitable and injunctive relief, and to recover the amount of damages (including reasonable attorney’s fees and expenses) incurred in connection with such unauthorized use.
Upon expiration or termination of this Agreement, each party shall return all tangible Confidential Information received from the other party.
In consideration of the above, Buyer agrees that all information on the site including information related to the customer, accounts, electronic catalogue, pricing, and other information are all confidential information and property of PE2theMax.
Buyer shall indemnify, defend, and hold harmless PE2theMax LLC and its employees, agents, successors, officers, and assigns, from any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that PE2theMax may sustain or incur arising from (a) Buyer’s use of the products (including without limitation to storage, handling, and transportation of products), (b) use of the products by a third party with Buyer’s authorization, (c) use of the products by a third party without Buyer’s authorization, where such unauthorized use is due to Buyer’s negligent act or omission, or wilful misconduct, or (d) the Buyer’s breach of any of its obligations set forth in these Terms or in the Agreement
Warranties and Disclaimers
All information appearing on PE2theMax.com is provided “AS IS” and without warranties of any kind with respect to its correctness, accuracy, reliability or otherwise. PE2theMax provides no warranty with respect to PE2theMax.com or the products and/or services sold hereunder, except those products directly manufactured by PE2theMax and services directly provided by PE2theMax. For products not directly manufactured by PE2theMax and services not directly provided by PE2theMax, Buyer receives a warranty on such products or services, if any, directly from the manufacturer of those products or provider of those services to the extent such “pass-through” warranties are available. Upon the request of the Buyer, PE2theMax will use commercially reasonable efforts to inform the Buyer of the warranty policy of a particular manufacturer or service provider, or to direct Buyer to a source of such information. PE2THEMAX LLC, MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO PE2THEMAX.COM OR THE PRODUCTS AND SERVICES SOLD HEREUNDER. PE2THEMAX LLC. EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. PE2THEMAX LLC, DOES NOT WARRANT THAT OPERATION OF PE2THEMAX.COM WILL BE UNINTERRUPTED OR FREE FROM ERRORS, THAT DEFECTS WILL BE CORRECTED OR THAT PE2THEMAX.COM OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Limitation of Liability
PE2THEMAX LLC., SHALL NOT BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, NOR FOR ANY LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, EVEN IF PE2THEMAX LLC, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD PARTY CLAIMS AGAINST BUYER. PE2THEMAX LLC’S, TOTAL LIABILITY UNDER THIS AGREEMENT WITH RESPECT TO ANY PRODUCT OR SERVICE SOLD HEREUNDER SHALL IN NO EVENT EXCEED THE PRICE PAID BY BUYER FOR SUCH PRODUCT OR SERVICE.
PE2theMax reserves the right to modify any programs, policies, information, products and services contained on PE2theMax.com at any time and without notice to Buyer. A Buyer who uses information contained on PE2theMax.com or makes decisions based on such information does so at his own risk. These Terms and performance by the parties hereunder shall be construed in accordance with the laws of the Commonwealth of Georgia, without regard to provisions on the conflicts of laws. Buyer and PE2theMax consent to the exclusive venue in, the state and federal courts of the State of Georgia. Buyer shall not assign (a) any order for products and/or services placed through PE2theMax.com and any other domain name extensions (i.e. .net, .org, etc.) owned by PE2theMax LLC or (b) any interest in or any rights under such order, without the prior written consent of PE2theMax. These Terms constitute the entire agreement between PE2theMax and Buyer and supersede all previous communications, representations and agreements (except for the Agreement), whether oral or written, between Buyer and PE2theMax with respect to the subject matter hereof. These Terms may not be modified, supplemented, qualified, or interpreted except in writing signed by Buyer and PE2theMax. The failure by PE2theMax to enforce at any time any of the provisions in these Terms will in no way be construed as a waiver of such provisions.
Access and Use of Information
Access to this site is limited to viewing the linked pages solely for legitimate business purposes to access the information provided by PE2theMax at this site. Any access or attempt to access other areas of the PE2theMax computer systems or other information contained on the system for any purposes is strictly prohibited. You may not use any information contained on this site other than in connection with a legitimate business purpose.
This site contains many PE2theMax, and third-party trademarks and service marks. All marks are the property of their respective companies. All rights in the intellectual property contained in this Web site including copyright, trademarks, trade secret and patent rights are reserved. Access to this Web site does not constitute a right to copy or use any of the third parties’ intellectual property of PE2theMax or its suppliers. Statutory notice contained herein represents trademark status in the United States.
All materials contained on this Site are subject to the ownership rights of PE2theMax and its Suppliers. PE2theMax hereby authorizes you to make a single copy of the content herein for your use in learning about, evaluating, or acquiring PE2theMax services or products. You agree that any copy made must include PE2theMax copyright notice. No other permission is granted to you to print, copy, reproduce, distribute, transmit, upload, download, store, display in public, alter, or modify the content contained herein.
All remarks, suggestions, ideas, graphics or other information communicated to PE2theMax through this site will forever be the property of PE2theMax. Unless otherwise specified in writing, all material submitted to PE2theMax will be presumed to be public and PE2theMax will not be required to treat the information as confidential. PE2theMax shall have exclusive ownership of all present and future existing rights in the information, without compensation to the person sending the information.
The terms and conditions of use contained in PE2theMax’s Web site Terms and Conditions contained herein, forms, acknowledgments, quotations, invoices and sales terms and conditions, are incorporated herein by reference and constitute the entire and exclusive agreement between Buyer and PE2theMax.
If any provision of these Terms of Purchase shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any other legal provisions hereof which together shall then be construed as if such illegal and unenforceable provision or provisions had not been inserted herein, unless such illegality or unenforceability shall destroy the underlying business purpose of these Terms and Conditions of Use.
Questions Regarding Terms and Conditions of Use
Any questions regarding PE2theMax.com Terms and Conditions should be directed to J.D. Hughes, President, PE2theMax LLC, at email@example.com or PE2theMax LLC, 9070 Meadow Walk, Villa Rica, GA 30180, 770-778-4514.