THESE TERMS AND CONDITIONS ("AGREEMENT") APPLY TO YOUR ORDER AND PURCHASE OF HARDWARE, SOFTWARE AND THIRD PARTY BRANDED SERVICES AND SUPPORT (COLLECTIVELY, "PRODUCT") SOLD THROUGH COMPULINK TECHNOLOGIES INCORPORATED (ALSO REFERRED TO AS “CTI”) PUBLIC SECTOR. You accept the terms and conditions of this Agreement, unless you have a separate agreement authorized by both your company and CTI, in which case, that separate agreement will govern. CTI may, from time to time and at its sole option, revise this Agreement without notice by posting the revised agreement on its website. The Agreement posted on CTI's website at the time Compulink Technologies Inc. accepts your order will govern that purchase.
Data Accuracy and Corrections. CTI obtains certain data directly from the manufacturer, publisher or supplier of products and bears no responsibility for pricing, typographical or other errors in any such data. In addition, availability of products is bound to change without notice. CTI reserves the right to cancel orders related to such errors or product discontinuation or unavailability, and to correct this website at any time, including errors in pricing not detected until after CTI's confirmation or e-mail response.
Prices/Payment Terms. Prices are subject to revision prior to CTI's acceptance of your order. Payment terms are at CTI's discretion and all orders are subject to credit approval. You must provide credit references upon request and authorize us to obtain credit history from such references. You agree to pay the total purchase price for the products, plus tax and shipping (to the extent shipping is not prepaid by you, including shipping charges billed to CTI as a result of using your carrier account number or a carrier selected by you). Invoices are due and payable within the 30 day time frame and in the currency specified on the invoice, measured from the date of invoice. You agree to pay interest on all past-due amounts at the lower of one and one-half percent (1.5%) per month or the maximum rate allowed by law. You will be responsible for CTI's costs of collection for any payment default, including, but not limited to, court costs, filing fees and attorneys' fees. In addition, if payments are not received as described above, CTI reserves the right to suspend further transactions until payment is received.
Taxes. Federal, state and local sales, use and excise taxes and all similar taxes and duties, (excluding taxes based on Compulink's income, assets or net worth), are solely your responsibility. You may provide Compulink a tax exemption certificate, which will be subject to review and acceptance by Compulink.
Delivery/Title/Risk of Loss. CTI will utilize commercially reasonable efforts to meet requested delivery times but does not guarantee delivery by the stated time and is not responsible for any damages due to delays or the failure to meet an estimated time of arrival for the delivery. CTI reserves the right to make deliveries in instalments. Delay in delivery of one instalment will not entitle you to cancel other instalments. Except for sales shipped in or to California, products will be delivered to your FOB Origin (CTI's facility or the facility of any of CTI's suppliers who drop ship direct), freight prepaid and added. When the purchased product is delivered to the transportation carrier, Title and risk of loss shall pass to you. CTI does not bear responsibility for insuring shipments, nor for any loss or damages to purchased products during shipment and highly recommends you obtain insurance for shipments. Product shipped in or to California will be delivered to your FOB Destination, freight prepaid and added. Title and risk of loss for such shipments shall pass upon delivery at the requested delivery destination. Notwithstanding anything in this paragraph, title to software Product remains with the applicable licensor(s), and your rights and obligations related to the software are contained in the license agreement between you and the licensor(s). You grant a security interest in all Products purchased under this Agreement to secure payment in full. Additionally, you authorize Compulink Technologies Incorporated to execute and file a financing statement or other documents that are necessary to perfect CTI's security interest. CTI's security interest shall terminate when Compulink Technologies Incorporated has received all amounts due for the Product(s).
Third Party Services. Third Parties may provide certain services (also known as "Third Party Services"). During the case of a Third Party Service(s), the third party will be considered the contracting party, not Compulink Technologies Inc., and the third party shall be the responsible party for providing the services to you. You will look solely to the third party for any loss, claims or damages arising from, or related to, the provision of such Third Party Services. By agreeing to these terms, you release Compulink Technologies Inc. from any and all claims arising from or relating to the purchase or provision of any such Third Parties Services.
Limited Warranty. PRODUCTS MANUFACTURED, PUBLISHED OR PROVIDED BY THIRD PARTIES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY BY COMPULINK TECHNOLOGIES INC. OF ANY KIND, EITHER EXPRESS OR IMPLIED. CTI shall pass through to you, to the extent available, any manufacturer's/publisher's/supplier's written warranties associated with third party products and services purchased from Compulink Technologies Inc. Although Third Party Services are considered products and you may purchase such services through Compulink Technologies Inc., CTI bears no obligations to provide the services disclaims any warranty relating to Third Party Services. Compulink Technologies Inc. accepts no liability for any claims arising out of any act or omission, including negligence, by your third-party service provider; and any amounts associated with Third Party Services, including but not limited to taxes, will be collected solely in our capacity as an independent reseller of such products and services.
PRODUCTS PRODUCED SOLELY BY COMPULINK TECHNOLOGIES INC. ("CTI PRODUCT") ARE PROVIDED WITH ONLY THOSE WARRANTIES EXPRESSLY SET FORTH IN THE CTI PRODUCT SPECIFICATION. Your sole remedy and Company's sole obligation for breach of this warranty will be reasonable efforts to correct any non-conformance or, if this cannot be accomplished, then Company will issue you a credit for, or a refund of, the purchase price and original freight paid for the CTI Product.
Disclaimer of Warranty. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND YOUR SOLE AND EXCLUSIVE REMEDIES. Compulink DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES. No agent or employee of CTI or any other party is authorized to make any warranty in addition to those made in this Agreement.
Limitations on Use. You agree and represent that you are buying CTI Products for your own internal use and not for resale. If the Product(s) purchased under this Agreement is intended for export, it may be subject to export regulations. You accept full responsibility for and agree to comply fully with all export regulations, including obtaining export licenses. The export of Products may also alter or void the manufacturer's or publisher's warranty. PRODUCTS OFFERED BY Compulink ARE NOT DESIGNED FOR USE IN LIFE SUPPORT, LIFE SUSTAINING, NUCLEAR SYSTEMS OR OTHER APPLICATIONS IN WHICH FAILURE OF SUCH PRODUCTS COULD REASONABLY BE EXPECTED TO RESULT IN PERSONAL INJURY, LOSS OF LIFE OR CATASTROPHIC PROPERTY DAMAGE. USE IN ANY SUCH APPLICATIONS IS AT YOUR SOLE RISK.
Limitation of Liability. COMPULINK TECHNOLOGIES INC. WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF INCOME, PROFITS, DATA, OPERATIONAL EFFICIENCY, USE OR INFORMATION, ARISING UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION OR THEORY OF RELIEF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Any liability for direct damages arising under this Agreement, regardless of the form of action or theory of relief, is limited to the purchase price of the Product. No action arising out of the transactions under this Agreement may be brought by you more than one (1) year after the damage, loss or expense occurred. CTI is not liable for any claim made by a third party or made by you for a third party.
Termination. You may cancel any order for Products and services at no charge up to 12 HOURS prior to scheduled shipment upon written notice to CTI, unless such Product has been modified or reconfigured in accordance with your specifications. Cancellation shall not relieve your duty to pay for Products shipped, services performed or expenses incurred by Compulink Technologies Inc. prior to such notice. If an order is cancelled prior to shipment, your sole remedy and CTI's sole obligation will be a full refund of the purchase price paid for the Product(s). Cancellation of orders following shipment must be made in accordance with the return policies of the manufacturer, publisher or supplier of the Product(s).
Governing Law and Venue. This Agreement will be governed by the substantive laws of the state of New York without giving effect to any choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. You are responsible for compliance with local laws to the extent that local laws are applicable. Both parties to this Agreement specifically agree to submit to the exclusive jurisdiction of, and venue in, the courts in New York City, New York in any dispute arising out of or relating to this Agreement.
Assignment. Compulink Technologies Inc. may assign or subcontract all or any portion of its rights or obligations with respect to the sale of Products and/or assign the right to receive payments without your consent or authorization. You may not assign this Agreement or any of its rights or obligations without the prior written consent of Compulink Technologies Inc. Subject to the restrictions in assignment contained in this provision, this Agreement will be binding on and apply to the benefit of the parties hereto and their successors and assigns.
Force Majeure. Compulink Technologies Inc. does not bear liability for failure to fulfill its obligations under this Agreement or for delays in delivery or performance due to causes beyond its reasonable control. CTI's time for performance of any such obligation will be extended for the time period of circumstantial delays, or CTI may, at its options, cancel any order or remaining part thereof, without liability, upon notice to you.
Miscellaneous. No provision of this Agreement may be waived, amended or modified by either party except by a written agreement signed by both you and Compulink Technologies Inc. Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights. The relationship between CTI and you is equivalent to separate, independent contractors and not that of employer/employee, partnership or joint venture. If any part of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, all other parts will still remain in effect and not be affected. Notices to be provided under this Agreement must be in writing and will be deemed received upon the earlier of: 1) actual receipt; 2) three days after mailing, if mailed postage prepaid by regular mail or airmail; or 3) one (1) day after such notice is sent by courier or facsimile transmission. The terms and conditions applicable to all returns are set forth in Compulink's Return Policy. Terms in effect at the time of Product purchase shall apply to any requested returns.
Entire Agreement. This Agreement constitutes the entire agreement between us regarding this purchase of products and services from Compulink Technologies and annuls any previous communications, representations or agreements. Any additional or different terms or conditions contained in any purchase order or other documents provided by you are considered material alterations to this Agreement, expressly rejected and will not be binding upon Compulink.
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