The following are the terms and conditions ("Terms and Conditions") for the
sale of products ("Products") by CCD Direct, Inc. to its customers ("Customer").
1. ORDERS. Orders are subject to CCD Direct's acceptance and to these Terms
and Conditions. Customer may, without charge, cancel an order for standard
Products provided such order has not been delivered to the carrier by the
manufacturer, or CCD Direct. Customer may not cancel orders for non-standard
Products.
2. PRICES. CCD Direct reserves the right to make changes to product pricing
at any time without notice as deemed necessary by CCD Direct. The amount of
all Federal, State and local sales, use, excise and similar taxes or other
charges now or hereafter imposed by any government authority which may be
paid by CCD Direct or for which CCD Direct may be liable shall be paid to
CCD Direct by Customer in addition to the purchase price of the Products.
3. TERMS OF PAYMENT. Payment is due at the time of order accept for approved
open accounts. CCD Direct accepts Visa, MasterCard, and American Express credit cards. Charges
are captured at the time of order regardless of order fulfillment date.
4. DELIVERY AND TITLE. (a) Customer acknowledges that delivery dates provided
by CCD Direct are estimates only and that CCD Direct will not be liable for
failure to deliver on such dates. Selection of the carrier and delivery route
will be made by CCD Direct unless specifically designated by Customer. (b)
All shipments by CCD Direct are F.O.B. point of shipment (manufacturers's facility)
and the amount of all transportation charges from such facility shall be paid
to CCD Direct by the Customer in addition to the purchase price of the Products.
Subject to CCD Direct's right of stoppage in transit, delivery to a carrier
will constitute delivery to Customer, and risk of loss will thereupon pass to
Customer; however, title shall remain in CCD Direct until payment in full for
the Products by Customer. Claims for shortages and damage must be made to
carrier within ten (10) days after delivery.
5. LIMITED WARRANTY AND LIMITATION OF LIABILITIES. CCD Direct warrants to
Customer that Products purchased hereunder will conform to the applicable
manufacturer's specifications for such Products and that any value-added work
performed by CCD Direct on such Products will conform to applicable Customer's
specifications relating to such work. CCD Direct makes no other warranty,
express or implied, with respect to the Products. IN PARTICULAR, CCD DIRECT
MAKES NO WARRANTY RESPECTING THE MERCHANTABILIITY OF THE PRODUCTS OR THEIR
SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT.
However, CCD Direct will transfer to Customer whatever transferable warranties
and indemnities CCD Direct receives from the manufacturer of the Products.
With respect to Products which do not meet applicable manufacturer's specifications
and with respect to value-added work by CCD Direct which does not meet applicable
Customer's specifications, CCD Direct's liability is limited (at CCD Direct's
election) to (1) refund of Customer's purchase price for such Products (without
interest), (2) repair of such Products, or (3) replacement of such Products;
provided, however, that such Products must be returned to CCD Direct, along
with acceptable evidence of purchase, within twenty (21) days from date of
delivery, transportation charges prepaid. CUSTOMER SHALL NOT IN ANY EVENT BE
ENTITLED TO, AND CCD DIRECT SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT BEING LIMITED TO, LOSS
OF PROFIT, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEAD, INJURY TO REPUTATION
OR LOSS OF CUSTOMERS. CUSTOMER'S RECOVERY FROM CCD DIRECT FOR ANY CLAIM SHALL
NOT EXCEED CUSTOMER'S PURCHASE PRICE FOR THE PRODUCTS IRRESPECTIVE OF THE NATURE
OF THE CLAIM WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE.
6. PRODUCT RETURNS. Customer is deemed to have accepted the Products unless
written notice of rejection is received by CCD Direct within ten (14) days
after delivery. Customer waives any right to reject or revoke acceptance thereafter.
All Products returned for reasons other than defect or damage are subject to a
25% restocking charge. Returned Products must be in original shipping cartons
and must be complete with all packing materials. If returned Products are
claimed to be defective, a complete written description of the nature of the
defect must accompany all returned Products. All items not eligible for return
will be returned to Customer, transportation collect. In addition to these
terms, the terms under which Products may be returned are specified by the
manufacturer. CCD Direct will provide, at the Customer's request, specific
manufacturer's Product return policy prior to purchase.
7. USE OF PRODUCTS IN LIFE SUPPORT AND NUCLEAR APPLICATIONS. Products sold
by CCD Direct are not designed for use in life support or nuclear applications.
CCD Direct's customers using or selling Products for use in life support or
nuclear applications do so at their own risk, agree that CCD Direct and the
manufacturer of the Products are not liable, in whole or in part, for any claim
or damage arising from such use, and agree to fully indemnify, defend and hold
harmless CCD Direct and the manufacturer of the Products from and against any
and all claims, damages, loss, cost, expense or liability arising out of or in
connection with the use or performance of Products in life support or nuclear
applications.
8. STATEMENTS AND ADVICE. If statements or advice, technical or otherwise, is
offered or given to Customer, such statements or advice will be deemed to be
given as an accommodation to Customer and without charge and CCD Direct will
have no responsibilities or liabilities whatsoever for the content or use of
such statements or advice.
9. SOFTWARE. If an order includes computer software, such computer software
is transferred by CCD Direct to Customer pursuant to a single user license,
the royalty, terms and conditions of which are set forth on or in the packaging
accompanying such software.
10. FORCE MAJEURE. CCD Direct will not will be liable for delays in delivery
or for failure to perform its obligations due to causes beyond its reasonable
control, including, but not limited to, product allocations, material shortages,
labor disputes, transportation delays, unforeseen circumstances, acts of God,
acts or omissions of other parties, acts or omissions of civil or military
authorities, Government priorities, fire, strikes, floods, epidemics, quarantine
restrictions, riots, or war. CCD Direct's time for delivery or performance will be
extended by the period of such delay or CCD Direct may, at its option, cancel any order
or remaining part thereof without liability by giving notice to Customer.
11. GENERAL. (a) The Terms and Conditions may not be modified or cancelled without
CCD Direct's written agreement. The sale of Products hereunder will be governed
by the Terms and Conditions, notwithstanding contrary or additional terms and
conditions in any purchase order, planning schedule, acknowledgment, confirmation
or any other form or document issued by either party effecting the purchase and/or
sale of Products. (b) No rights, duties, agreements or obligations hereunder may
be assigned or transferred by either party without the prior written consent of
the other. The obligations, rights, terms and conditions hereof will be binding
upon and inure to the benefit of the parties hereto and their successors and assigns.
The waiver of any breach of any term, condition or covenant hereof or default under
any provision hereof will not be deemed to constitute a waiver of any other term,
condition, or covenant contained herein or of any subsequent breach or default
of any kind or nature. (d) Any provision hereof which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof in that jurisdiction or affecting the validity or enforceability
of such provision in any other jurisdiction. (e) The Terms and Conditions will be
governed by and construed in accordance with the laws of the state of Texas and
the applicable laws of the United States. Customer will not directly or indirectly
export, re-export, sell or transfer any Product to any country for which an export
license or other governmental approval is required without first obtaining all
licenses and other approvals.
For questions regarding these terms and conditions please contact our
Sales Group
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