PLEASE READ THIS TERMS AND CONDITIONS OF SALES & SERVICE (“Terms” or “Agreement”) CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, OBLIGATIONS, REMEDIES, LIMITATIONS, EXCLUSIONS, AS WELL AS JURISDICTION AND DISPUTE RESOLUTION PROVISIONS.

APPLICATION & INTERPRETATION: These Terms apply to all sales and services provided by Control Concepts Inc. (“Seller” or “Company”) to or for the benefit of you (“Buyer”).  Therefore, it is understood and relied on by Seller that your acceptance of products and/or services from Seller, including but not limited to your acceptance of any quote or rate card from the Company, as well as your submission of any purchase order to the Company incorporates these Terms in their entirety into such document as though these Terms were set forth in full in that document. 

It is understood and agreed that the Terms, together with any Quote and/or rate card signed by the Company and accepted by you  constitute the complete and exclusive statement of your agreement with the Company and supersede all prior written or oral communications between the parties, as well as any conflicting or contrary terms on your form of purchase order, whether such purchase order is submitted before or after the effective date of this Agreement. 

In the event of conflict between or among the provisions of these Terms, your quote, rate card or purchase order the documents shall be given the following descending order of precedence in construing the controlling interpretation or provision:

1. signed rate card;
2. these Terms;
3. signed quote; and
4. your purchase order if countersigned by the Company

PAYMENT TERMS:  Net 30 Days upon prior credit approval otherwise COD – We accept credit cards. We also offer a 3% discount on equipment sales and service when paying by cash or check at the time you place your order.  Published pricing reflects the 3% discount.  Buyer acknowledges and agrees that it is obligated to pay the Company timely and without regard to whether payment has been received by Buyer on the project. Should payment not be made by Buyer in accordance with Seller’s net 30 day payment terms, Buyer agrees to pay Seller interest at one and one-half percent (1½%) per month on the unpaid balance due.  With the advance written consent of Seller, Prior consent from the seller is required. No other retention shall be acceptable. 

LEAD TIMES: Shipment lead times are estimates and reflect current production schedules based upon current information or past practice with respect to availability, shipment times and release to production. Seller shall not be responsible to Buyer (or ultimate user) for Force Majeure circumstances or events as defined below. If Buyer desires a “required delivery schedule” from Seller or Seller’s source of supply, Buyer understands and agrees that Buyer must obtain a separate and specific written commitment from Seller or the manufacturer, as the case may be, that expressly confirms the required delivery schedule.  

DELIVERY: Deliveries of equipment and other goods to or for the benefit of Buyer shall be made FOB Origin (manufacturers’ factory) unless otherwise agreed in writing by Seller. Title and risk of loss or damage to equipment and other goods shall pass to Buyer at FOB Origin point.  Seller shall not be responsible for any shipping or storage charges for any reason unless specifically agreed in writing by Seller. Failure of Buyer to furnish Seller with shipping instructions shall in no way alter the terms of delivery from those stated above; nor provide a defense to payment of Seller’s invoice. Where an allowance for freight is included it is limited to the first destination. 

FORCE MAJEURE: Seller’s performance shall be excused for force majeure events or other circumstances to the extent it is impeded, delayed or prevented, in whole or in part, directly or indirectly, due to causes beyond its reasonable control, including, but not limited to, acts of God, war, labor strike, civil disturbance, terrorist act, fire, flood, earthquake, health epidemic or any law, order, regulation or other action of any governing authority or agency, failures of public or private infrastructure, computer or internet sourced disruptions or crimes, or failures on the part of Seller’s vendors or suppliers over which Seller lacks direct control, without regard to whether the cause is foreseeable.  

CLAIMS: Buyer shall notify Seller in writing, within ten (10) calendar days from delivery if equipment is defective or nonconforming. If Seller performs installation or repair services Buyer shall notify Seller in writing of any deficiency within three (3) calendar days of the service date. Failure to make such a claim within the allotted time shall constitute acceptance of the goods and services. Defects that do not impair the performance of the equipment shall not be cause for rejection by Buyer. Seller shall have the option to make its own reinspection and the right to attempt to cure any defects or nonconformance in the goods or services provided before allowing or rejecting Buyer’s claim. Expenses incurred and charges for services performed by Seller in connection with remedying any claim of defect or nonconformance for which Seller is not liable will be the responsibility of and paid for by Buyer. 

NO LIQUIDATED OR CONSEQUENTIAL DAMAGES: Seller disclaims all liquidated damages and all consequential damages liability. No provision for liquidated damages or for consequential damages for delay, breach or any other circumstance or event shall apply.

MODIFICATIONS:  Notice from Buyer to suspend work, delay delivery or terminate any order shall entitle Seller to payment from the Buyer for all charges under the order prior to the date the modification instruction is received and for all additional costs, direct and indirect, resulting to Seller in complying with the modification. 

RETURNS: Control Concepts Inc. offers a 30 day return policy on most parts, subject to all of the following requirements.  All parts must be unopened, uninstalled, and restockable/resellable as “New”.  Parts accepted for return are subject to a minimum Restocking Charge of 25% of the initial invoice amount.  The Restocking Charge will vary by manufacturer and item. Buyer is responsible for all shipping charges related to Returned Goods and if free freight was offered the Buyer will also become responsible for the full cost of the initial shipping in addition to all applicable Restocking Charge(s). An RMA (Returned Merchandise Authorization) form must accompany all returns.  Please call our Buyer Service department at 800-447-0691 to request an RMA. Custom and specially manufactured parts (including non-catalog items, goods built to Buyer’s specifications) as deemed by Seller or the manufacturer cannot be returned for cash or credit under any conditions.

TAXES: Buyer agrees to pay all sales, excise, VAT, tariffs and other taxes, which may be applicable to the sale of the equipment and/or materials. If Buyer’s purchase is for resale, a copy of your Resale Tax Exempt Certificate will be required for taxes to be excluded.  

NO SELLER WARRANTY:  Seller offers no warranty on equipment or other goods. The only warranty on equipment or parts shall be the manufacturer’s written limited warranty in effect at the time of shipment, if any. Buyer acknowledges that the manufacturer’s written limited warranty is limited to the replacement or repair of the equipment, FOB Origin, and is subject to such other and further limitations as may be set forth in the manufacturer’s warranty. Further, Buyer agrees to indemnify and hold harmless Seller against all claims of damage, loss, expense, charge cost, indirect or consequential damage alleged to exist or arise in connection with or as a result of selecting or furnishing the equipment. If any warranty claim is made by or through Buyer, which is determined not to be covered by the manufacturer’s warranty for any reason, Seller shall be reimbursed in full by Buyer for all expenses and time incurred (calculated according to Seller’s standard rates) in ascertaining the warranty claim. 

LIMITATIONS OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPTING ONLY A MANUFACTURER’S WARRANTY IF APPLICABLE TO THE EQUIPMENT, SELLER DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE EQUIPMENT, SELLER’S SERVICES OR PRODUCTS, WHETHER EXPRESS, STATUTORY OR IMPLIED. SELLER ALSO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR TRADE USAGE. 

FURTHER, SELLER, ITS EMPLOYEES, CONTRACTORS, OFFICERS, DIRECTORS AND AGENTS DISCLAIM AND SHALL NOT BE LIABLE TO YOU, YOUR EMPLOYEES, CONTRACTORS, OFFICERS, DIRECTORS OR TO ANY THIRD PARTY FOR ANY (i) SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES, (ii) LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS, OR FOR (iii) BUSINESS INTERRUPTION. IN ANY AND ALL EVENTS, THE MAXIMUM AGGREGATE LIABILITY OF SELLER, TOGETHER WITH ITS EMPLOYEES, CONTRACTORS, OFFICERS, DIRECTORS AND AGENTS  FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL BE LIMITED IN AMOUNT TO THE TOTAL FEES PAID BY YOU TO SELLER FOR ITS SERVICES PERFORMED DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE LIABILITY. 

INDEMNITY:  You agree to indemnify, defend and hold Seller, its employees and contractors harmless against all claims, lawsuits, losses, damages, costs and expenses (including attorney’s fees) incurred by any of them as a result of (i) any negligent, reckless or intentional misconduct or omission by you, your employees, agents or contractors, (ii) any contractual obligation owed by you to a third-party, (iii) any misuse or modification of equipment that is the subject of the service or repair or that is a necessary element or component to its operation by you, your employees, agents or contractors, or  (iv) any failure by you, your employees, agents or contractors to comply with any applicable law or regulation applicable to these Terms and Conditions or that bear on workplace safety.

ATTORNEY’S FEES & JURISDICTION: This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of laws principles.  If any legal action is brought to enforce or interpret these Terms, the prevailing party shall be entitled to recover reasonable attorneys’ fees in addition to any other relief to which it may be entitled. The parties agree that jurisdiction over any dispute arising under this Agreement shall be resolved in the state or federal courts within Orange County, and the Parties expressly consent to such jurisdiction. 

MISCELLANEOUS: Client acknowledges and agrees that Seller is an independent contractor and not an employee, partner, joint venturer or in any like relationship with Buyer or any manufacturer. This Agreement may not be altered, amended, or otherwise modified in any respect, except by a writing duly executed by the parties. This Agreement may not be assigned by either party without the advance written consent of the other party, The rights and duties of the parties to this Agreement shall be binding upon and inure to the benefit of their respective heirs, successors, and permitted assigns. No waiver of any right or provision of this Agreement shall constitute a waiver of any other right or provision or of the same right or provision on another occasion. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement.