CP Technologies
Terms and Condition of Sale
15774 Gateway Circle
Tustin, CA 92780
Tel: (800) 876-8889
www.cptechusa.com
1. Acknowledgement. It is agreed by Corner Products. (“CP TECHNOLOGIES”) and the “Customer” that the sale of the Products and/or Support Services is governed exclusively by these Terms and Conditions of Sale. Acceptance of Customer’s Purchase Order is expressly conditioned upon Customer’s agreement to these Terms and Conditions. CP TECHNOLOGIES hereby expressly objects to any deletions, modifications, alterations or additions to these Terms and Conditions. Any such revisions may be binding only if they are in writing and signed by the authorized representative of CP TECHNOLOGIES. These Terms and Conditions shall apply to all sales of Products and/or Support Services between CP TECHNOLOGIES and the Customer until such time as CP TECHNOLOGIES issues a revised Terms and Conditions, or unless expressly agreed to in writing. CP TECHNOLOGIES reserves the right to change and update the Terms and Conditions without notification.
2. Drawings and Descriptions. All information concerning weight, dimensions, capacity, technical and technological data, etc. as well as prices listed in catalogues, advertisements, photographic material, price lists and the like is approximate. Such information shall only be considered binding in the event that such is expressly stated in the confirmation of order issued by the company or in any form of written agreement signed by the company.
3. Terms of Payment. All payments for products will be paid in full in advance of delivery until credit is established. Payment shall be made in United States Dollars on or before the date stated on the invoice. In the event that no such date is stated on the invoice, the sum owing shall be paid in cash on delivery. Upon written approval by the company’s credit department, invoices may be due thirty (30) days from the date of invoice or on such other terms as approved by the company’s credit department in writing. The credit department may decline at any time to permit shipment of products hereunder until receipt of payment or written agreement upon terms and conditions satisfactory to the credit department in its sole discretion. Payments shall be due on a pro rata basis in the case partial shipments are made by the company; provided that, delays in the delivery of a non-significant part of the shipment shall not entitle the purchaser to refrain from paying the full amount owing pursuant to the agreements reached. Should the purchaser fail to make payment on time, in addition to collection costs, the company shall be entitled to charge interest on the sum owing at the lesser of (a) 2 percent (2%) per month, or (b) the maximum percentage then permitted by law, in either case on the balance remaining from the time of delivery until such time as payment may be made. If the company retains a third party to collect overdue amounts, all collection costs resulting from such retainer, including, without limitation, legal fees and disbursements, shall be payable upon demand by the purchaser to the company.
In the event that the purchaser fails to accept or permit delivery on time for products that are to be delivered at a specific time, the company can choose to either sell such products at the purchaser’s expense, having notified the purchaser of its intention to do so, or to store the products at the purchaser’s expense such that the purchaser is required to pay all costs linked to the period of storage. Irrespective of any delays in delivery, the purchaser is in all events obliged to make the stipulated payment on or by the applicable due date. The purchaser bears the full risk and cost for any items placed in storage.
4. Inspection. The purchaser is encouraged, immediately upon reception of the items purchased, to carry
out an inspection of the products received with good business practice. The purchaser shall have no right to inspect any products prior to delivery unless permitted to do so by the company in its discretion, and any inspection of the products by the purchaser shall be made within seven (7) days after their arrival at the purchaser’s receiving point. Failure to make inspection and provide the company with written notice specifying any claimed basis for rejection within that time will constitute deemed acceptance of the products and, if the purchaser has established credit terms, a final waiver of the right to make any inspection prior to full payment for all of the products.
5. Packaging. Products will be shipped in standard packaging designated and supplied by the company from time to time in its discretion, which may vary depending on whether the shipment is made by air or ship or other common carrier. Product containers shall be accompanied by such packing slips, and/or any other documents and materials as deemed necessary by the company. Custom packaging will only be available at the purchaser’s expense pursuant to a written agreement, and the company is not responsible for charges associated with overseas containers, containerizing or packaging for long-term storage, pier handling, marshalling, demurrage, lighterage, heavy lifts and the like. Boxes and/or other packaging returned will not be credited and will only be accepted on the basis of a written agreement.
6. Credit Approval/Order Acceptance. All payment terms are subject to prior credit approval by CP TECHNOLOGIES. Purchase orders are subject to acceptance by CP TECHNOLOGIES and are accepted and products are delivered under the express condition that the Customer assents to all Terms and Conditions of sale. CP TECHNOLOGIES may reject any Purchase Order, change its credit terms, suspend performance or cancel any accepted Purchase Order, at its sole discretion when, in CP TECHNOLOGIES’s reasonable determination, Customer’s financial condition so warrants. Overdue accounts are subject to a 2% monthly finance charge. All prices are in U.S. Dollar.
7. Quotes. Quotes are valid for thirty (30) days. CP TECHNOLOGIES reserves the right to correct errors in pricing. Prices quoted are based on the purchase of all items in the quantities quoted, unless otherwise indicated.
8. Prices. The company shall be entitled to change its prices at any time without advance notice. All sales shall be made in United States Dollars using the prices for products quoted by the company and confirmed in writing. Prices quoted are ex-works from the company’s facility, and are for product sand standard packaging only and are exclusive of all installation, warehousing or other services or requests, and exclusive of all tariffs, duties, sales taxes, use taxes, regional taxes and fees and like levies or taxes. Any taxes, fees or duties which the company may be required to pay or collect relating to the sale, delivery, processing, use or transportation of the products shall be for the account of the purchaser who shall promptly reimburse the company on demand. Prices quoted are open for the time stated in the quote or a maximum of thirty (30) days from the quotation date and are based on estimated quantities, labor and material requirements and other factors, and are subject to adjustment by the company from time to time.
9. Shipment. Unless otherwise stated on the Order, all Product shipments shall be FOB Tustin.
10. Delivery Times. The delivery time quoted is approximate, with reservations for delays on account of Force Majeure Events (as defined below). Should any Force Majeure Event occur, delivery times will be postponed for a period equivalent to the duration of the event(s) in question. Deliveries made on the postponed delivery date shall in all respects be considered to have been made on time. Insofar as the delivery time may be stated as specific number of days or weeks, this period shall be calculated from the time when the company received from the purchaser all information required to implement the order. Insofar as the purchaser may fail to meet any payment obligations by or on the due dates of same, the delivery time shall be postponed for a period equivalent to the duration in the delay of the payment in question. Insofar as delays arise for reasons other than those mentioned above, such shall not entitle the purchaser to cancel any order either fully or in part unless the delay in question can be considered significant and the company fails to complete the delivery no later than fourteen days after having been notified to do so in writing by the purchaser. The company reserves the right to delay shipment of verbal orders until it receives a written confirmation of the order.
11. Purchase Orders; Confirmations of Orders. By issuing a purchase order to the company or otherwise purchasing products or services from the company, the purchaser accepts these terms and conditions as applicable therein. Any blanket replacement by the purchaser’s terms and conditions is hereby rejected, and in the event of any inconsistency between the terms and conditions hereof and the purchase order, the terms and conditions hereof shall prevail in all instances. Purchase orders shall be deemed irrevocable by purchaser for the items ordered therein, unless mutually agreed in writing otherwise; provided that purchase orders shall not be binding on the company until purchaser has received a written confirmation of order from the company. Purchaser agrees that, except for product specifications, shipping schedules, delivery dates, quantity requirements, and addresses and contact information set forth in purchase orders, all other terms, conditions and requirements in purchase orders shall be null and void and of no effect.
12. Order Changes/Cancellations. Orders for CP TECHNOLOGIES stock products*** may be changed or cancelled prior to shipment if in writing and with the consent of CP TECHNOLOGIES. All Make to Order and Engineer to Order products are non-cancellable and non-returnable. Stock order returns no older than six (6) months are subject to a 35% restocking fee, per packaging specification* and at the freight expense of the Customer. Orders older than 6 months cannot be returned. Special purchases for supporting material for project orders will be the responsibility of the Customer and invoiced accordingly.
13. Return Policy. Please see the applicable warranty policy for returns. CP Technologies offers a 30 day return policy on selected items based on manufacturer return policies. For further information not listed, please contact your CP Technologies account manager.
NO returns of any type will be accepted without an RMA number. Any goods returned without a proper RMA number will not be accepted and will be returned to Customer at Customer’s expense. For faster service, please have the following information on hand when calling for an RMA number: customer name, invoice number, part number and nature of the problem. A 35% restocking fee applies to non-defective returned items.
Any product returned by the Customer must be returned as originally shipped in their original packaging. Any item not returned in its original package will be returned and under no circumstance will we issue a credit. All products returned MUST be 100 percent complete, contain ALL original boxes and packing materials, have original UPC codes on the manufacturer boxes, contain all manuals, blank warranty cards and other accessories and documentation provided by the manufacturer.
CP TECHNOLOGIES DOES NOT ACCEPT RETURNS OR EXCHANGES ON ANY SPECIAL ORDER OR CUSTOM ORDERED PRODUCTS. THIS INCLUDES, BUT IS NOT LIMITED TO CABLE ASSEMBLIES, CUSTOM CUT LENGTHS, COLOR MATCHING, FIBER PRODUCTS, AND/OR CUSTOM FABRICATION.
You the customer are responsible for shipping charges on returned items; CP Technologies will match your shipping method on your replacement or exchange item(s). i.e., you return the defective item in question back to us UPS Ground for replacement; CP Technologies in return will ship back to you the replacement item via UPS Ground at our expense. Any additional shipping cost(s) is the Customer’s responsibility.
CP Technologies strongly recommends you fully insure your return shipment in case it is lost or damaged and you use a carrier that can provide you with proof of delivery for your protection.
If merchandise arrives to you damaged, it is best to REFUSE it back to the carrier attempting delivery. If you accept the package make sure it is noted on the carrier’s delivery record in order for CP Technologies to file a damage claim. Save the merchandise AND the original box and packing it arrived in, notify CP Technologies immediately to arrange for a carrier inspection and a pick up of damaged merchandise. If you do not notify CP Technologies of damaged goods within the first 7 days of arrival our regular return policy will override any claim of damage, and will fall under all current manufacturer restrictions. Contact CP Technologies to arrange for carrier inspection and a pick up of damaged merchandise.
Certain non-defective returns can be accepted directly by CP Technologies within 30 days from the invoice date at CP Technologies’s discretion for credit or exchange. Please see CP Technologies’s Return Policy on this web site. All non-defective returns are subject to a 35 percent restocking fee.
CP Technologies reserves the right to authorize product returns beyond 30 days from the invoice date. IF the product is accepted after 30 days, credit will be issued toward FUTURE PURCHASES ONLY. Original shipping charges are not refunded on returned items. Customers are responsible for all charges for shipping returned items to CP Technologies, and CP Technologies will pay the shipping charges on the replacement or exchange item(s) sent to the Customer.
14. Product Liability. The purchaser shall at all times indemnify, defend and hold the company and its present and former directors, officers, employees agents and affiliates (collectively, “indemnitees”) harmless against all allegations, claims, proceedings, demands and liabilities of any kind whatsoever, including reasonable legal expenses and attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property, resulting from or relating to the use, modification, alteration, repair or resale of the purchaser’s products. The purchaser shall obtain and carry in full force and effect at all times commercial, general liability insurance which shall protect the purchaser and the indemnitees from all such claims. Such insurance shall be written by a reputable insurance company and shall be endorsed to include product liability coverage, and shall contain limits not less than those necessary to adequate insure for all such potential claims. The purchaser shall, upon request, provide the company with certificates of insurance from the insurance carrier evidencing the foregoing insurance coverage.
15. Product Information advice liability. Absent the existence of a specific written agreement to the contrary, any product information, technical advice, consulting or other informational assistance furnished by the company relating in any manner to its products shall be furnished without additional charge and will be given and accepted at the purchaser’s sole risk. The company has no obligation to provide any information or assistance prior to receipt of the full purchase price from the purchaser for the products. The company will have no liability for damages, loss or expense arising out of the provision of information or assistance or any act or omission, including negligence, by the company or its agents. Notwithstanding the foregoing, in the limited circumstance where the company has supplied separate, non-standard written advice to the purchaser in the form of the preparation of specific, customized written calculations or in the form of a specific, customized written statement concerning the suitability of the items sold for a specified purpose issued to a purchaser who cannot reasonably be considered to possess the requisite professional knowledge of the area to be able to evaluate the suitability of the items without assistance, then the company shall accept limited liability only if the advice provided can be considered indefensible in relation to the knowledge the company possessed regarding the object of the advice at the time same was given. The company shall accept no liability for statements if it has been made clear that such statements are based on anapproximate evaluation or estimation. Should errors be discovered in the written advice supplied by the company in connection with the delivery from the company, the purchaser shall, without undue delay and immediately after the purchaser has or should have become aware of the presence of the errors, inform the company of same. Should this provision be ignored or waived, the company shall only pay compensation for such losses as may have arisen as a direct consequence of the incorrect advice from the company at the time at which the purchaser should have informed the company.
In no event shall the liability of the company for losses incurred as a result of incorrect information or advice exceed the obligation to repair or replace the product in question with like product, and in no event shall the company be liable to purchaser for any amounts in excess of the purchase price paid for the individual product which is the subject of the cause of action. The liability of the company for losses incurred as a result of errors in information or advice shall lapse no later than one (1) year after the items to which the information or advice is linked have been delivered.
16. Contract with Release Dates. Contract orders are to be scheduled with line-item shipment dates and quantities agreed upon at time of quote. Upon receipt of order, CP TECHNOLOGIES will ship and invoice as stated on the sales order. All schedule changes by Customer must be requested in writing at least five (5) business days prior to scheduled shipment. Under no circumstances will CP TECHNOLOGIES accept a delay in shipment for more than three (3) months, at which time the scheduled line item will be shipped and invoiced.
17. Limited Warranty. CP TECHNOLOGIES warrants that the goods delivered hereunder will be free from defects in materials and workmanship. Goods that do not meet the foregoing warranty shall be deemed non-conforming and CP TECHNOLOGIES will give appropriate credit to Customer for non-conforming goods or replace such goods. The foregoing warranty is conditioned on (i) all claims regarding such non- conforming goods must be made by Customer in writing to CP TECHNOLOGIES within sixty days after CP TECHNOLOGIES’s shipment of goods; (ii) the nonconforming goods shall have been maintained and stored by Customer in accordance with packaging specification*; (iii) no returns will be accepted by CP TECHNOLOGIES unless accompanied by CP TECHNOLOGIES’s Return Material Authorization (RMA). CP TECHNOLOGIES warrants all goods supplied under this contract only to the extent set forth in this paragraph. THIS WARRANTY APPLIES TO THE GOODS ONLY AND NOT TO ANY OF COMBINATION OR ASSEMBLY OF THE GOODS OR TO ANY SERVICES OF CP TECHNOLOGIES. THE WARRANTY HEREIN DESCRIBED IS MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF THE MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHICH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. CP TECHNOLOGIES SHALL NOT BE LIABLE TO THE CUSTOMER OR ANY OTHER PERSON UNDER ANY LEGAL, THEORY, INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY, FOR ANY INJURY OR FOR ANY DIRECT OR CONSEQUENTIAL DAMAGES SUSTAINED OR INCURRED BY REASON OF THE USE OF ANY CP TECHNOLOGIES’S PRODUCTS. IN NO EVENT WILL CP TECHNOLOGIES’S LIABILITY EXCEED THE PURCHASE PRICE PAID TO CP TECHNOLOGIES FOR THE GOODS.
18. Compliance with Laws. Both CP TECHNOLOGIES and Customer shall comply with all applicable federal, state, and local laws, rules, and regulations.
19. Governing Law. These terms and conditions shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws of the State of California, U.S.A. applicable to agreements made and to be performed wholly within the State of California, U.S.A., including without limitation the California Uniform Commercial Code and excluding the application of the United Nations Convention on Contracts for the International Sale of Goods and INCOTERMS 2000. In the event a judicial proceeding is necessary, the sole forum for resolving disputes arising under or relating in any manner to these terms and conditions and any purchase order are the state or federal district courts located in the County of Orange, State of California, U.S.A. and all related appellate courts, and the parties hereby consent to the jurisdiction of such courts, and that venue shall be in County of Orange, State of California, U.S.A. Each party hereto waives any right to challenge or move the foregoing designated jurisdictions and venue on grounds of inconvenient forum. Service of process may be made in any manner provided for by applicable law and if the purchaser is not otherwise subject to service of process in the State of California, U.S.A., the purchaser agrees to and does hereby irrevocably appoint the Secretary of State of the State of California, U.S.A. as the purchaser’s agent for the acceptance of service of process, and a copy of such process shall bemailedbythecompanytothepurchaseratpurchaser’slastknownaddress. Thesetermsand conditions are binding upon and enure to the benefit of the parties hereto and their respective heirs, executors, successors and permitted assigns, as the case may be. Except with the prior written approval of the company, the purchaser may not assign a purchaser order or the terms and conditions applicable to it. If any provision contained herein is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision and all other provisions shall remain in full force and effect.
20. Waiver. Neither CP TECHNOLOGIES’s nor Customer’s failure to enforce any of the provisions within these
Terms and Conditions shall be construed as a waiver of such provision or the right to enforce any of these
provisions at a later time.
21. Relationship of Parties. In purchasing product under these Terms and Conditions, Customer is solely
acting as an independent contractor. No agency, partnership, joint venture, or other business organization is created by these Terms and Conditions. Neither party has the authority to make commitments of any kind for, or on behalf of, the other party.
22. Force Majeure. The company shall not be liable for any delay in performance, shipment or delivery or inability to provide the purchaser with any products or spare parts due to causes beyond its reasonable control, including, without limitation, strikes, lock-outs, riots, wars, terrorism, mobilization, impoundment, currency restrictions, obstacles to transport, restrictions on fuel or materials, weather, fire, flood, earthquake, pandemic, epidemic, other Acts of God, governmental order or regulation, missing or incomplete or late deliveries from suppliers or subcontractors, loss of electricity, and acts of the purchaser or any other such causes beyond the control of the company (collectively, “Force Majeure Events”). Performance, shipment and/or delivery shall be deemed to be suspended for so long as performance of the same is delayed due to causes beyond the company’s reasonable control, and the purchaser agrees to accept deliveries whenever such causes have been remedied in accordance with the terms of the “Delivery times” section above.
23. Assignment. Neither these Terms and Conditions nor any rights or obligations hereunder shall be transferred or assigned by either CP TECHNOLOGIES or Customer without the written consent of the other Party.
24. Illegal, Invalid, or Unenforceable Provisions. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
25. Entire Agreement. These Terms and Conditions contain the complete and exclusive Agreement between CP TECHNOLOGIES and Customer, and it is intended to be the final expression of their Agreement. No promise, representation, warranty or covenant not included in this document has been or is relied upon by any Party. Each Party has relied upon its own examination of the warranties, representations and covenants expressly contained in these Terms and Conditions. No modification or amendment of these Terms and Conditions shall be of any force unless agreed to in writing by CP TECHNOLOGIES and Customer.
(Rev Date:1/2/2020)