THE CUSTOMER AGREES TO BE BOUND BY THIS SALE AGREEMENT AND ACCEPTS ITS TERMS AND CONDITIONS (UNLESS THE CUSTOMER HAS SIGNED A SEPARATE FORMAL PURCHASE AGREEMENT WITH CPACINC.COM. ("CPAC"), IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN).

IMPORTANT INFORMATION ABOUT THIS LEGAL CONTRACT:  This Sale Agreement is a legal contract between the Customer (Purchaser) and CPACinc.com. The Customer accepts this Sale Agreement by making a purchase, placing an order, or otherwise shopping on CPACinc.com's Web Site. (References to “BUYER” shall relate to the Customer. References to "CPAC" shall relate to CPACinc.com and its affiliates.) The terms and conditions of this Sale Agreement are subject to change without prior notice and limited to stock on hand prior to the sale, except that the terms and conditions posted on the Site at the time the BUYER initially places or modifies an order will govern the order in question.

This Sale Agreement constitutes the entire agreement between the BUYER and CPAC relating to the purchase or sale of goods or services on the Site. The Sale Agreement may only be modified or terminated with regard to goods or services that have been purchased or sold on the Site in a writing signed by CPAC. Electronic records (including signatures), that are otherwise valid, shall be accepted under the Sale Agreement. The BUYER consents to receiving electronic records, which may be provided via a web browser or e-mail application connected to the Internet; consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting CPAC.

In the event of any conflict between the terms and conditions stated on your purchase order and this Sale Agreement or any terms and conditions on our invoice, you agree that the provisions of this Sale Agreement and our invoice shall control.

GOVERNING LAW:  THIS AGREEMENT AND ANY SALES HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS OR RULES. THE PARTIES AGREE THAT JURISDICTION, FOR THE PURPOSE OF ALL ISSUES OF LAW, FACT OR EQUITY ARISING IN CONNECTION WITH THIS AGREEMENT OR ANY ADDITIONS, AMENDMENTS OR SUPPLEMENTS THERETO, SHALL BE IN A STATE OR FEDERAL COURT LOCATED IN THE STATE OF CALIFORNIA ONLY AND VENUE FOR THE PURPOSE OF SUCH PROCEEDINGS SHALL BE IN THE CITY OF SANTA ANA AND THE COUNTY OF ORANGE ONLY.

EXPORT SALES:  If goods herein being purchased are for purposes of export, the BUYER must obtain from the federal government applicable export documentation before shipping to a foreign country. In addition, manufacturers' warranties for exported goods may vary or even be null and void for goods exported outside the United States. The BUYER should inquire further regarding any questions. Any and all liability is only for the products purchased.

GENERAL LEGAL DISCLAIMER:  CPAC HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER BY CPAC IN NO WAY AFFECTS THE TERMS OF THE MANUFACTURER'S WARRANTY, IF ANY.

INTERNET DISCLAIMER:  Internet connectivity requires access services from an Internet access provider. Contact your local access provider for rates, terms and conditions.

THIRD-PARTY PRODUCT AND Y2K DISCLAIMER:  All products sold by CPAC are third party products and are subject to the warranties and representations of the applicable manufacturers, including but not limited to Y2K compliance. Accordingly, CPAC makes no representation or warranty with respect to the Y2K compliance of products sold.

LIMITATION OF LIABILITY:  CPAC SHALL NOT BE LIABLE, TO ANY EXTENT WHATSOEVER, TO ANY PERSON FOR ANY CALIM, LOSS INJURY, DAMAGE, OR ANY EXPENSE OF ANY KIND, INCLUDING SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH SELECTION, USE, OR PERFORMANCE OF THE EQUIPMENT, AND SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH CPAC’S FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER.

NOTICES:  Any notice provided herein shall be in writing and sent by registered or certified mail, postage prepaid, addressed to the party for which it is intended at the address set forth on the front page of this agreement, to such other address as either party shall from time to time indicate in writing, said notice to be deemed effective upon receipt or three (3) days from the date of deposit in U.S. mail, whichever occurs first.

ARBITRATION:  ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) arising from or relating to this Sale Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Sale Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Sale Agreement), CPAC'S advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) or any arbitration forum selected by CPAC. Notwithstanding any choice of law provision. Hearings shall be held as provided by the Arbitration Code and if any In-person Hearing is required, it shall be held in Orange County, California. Judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction. Each party shall bear its own cost of any legal representation, discovery, or research required to complete arbitration.

ORDERS; PAYMENT TERMS; LATE FEES:  Orders are not binding upon CPAC until accepted by CPAC. Terms of payment are within CPAC’S sole discretion. Invoices are due and payable within the time period noted on the invoice, measured from the date of the invoice. CPAC may invoice parts of an order separately. BUYER agrees to pay interest on all past-due sums of 1½% per month.

FREIGHT POLICY:  Shipping and handling charges on orders vary; contact your CPAC account manager for our most current and competitive rates, options and shipping specials. For the BUYER 'S protection, we ship only to the verified billing address of the BUYER 'S credit card and require proof of identification. In some circumstances, international shipping may be available. Call for details. Shipping charges are subject to change.

WARRANTY INFORMATION:  Unless otherwise stated, all products have a 90-day CPAC end user warranty against defects, in addition to any warranty provided by the manufacturer.  Extended warranties can be purchased for most items, contact our sales department for more information.  All products sold to RESELLERS, unless otherwise stated, come with a 30 day CPAC warranty.  The express warranties herein contained are in lieu of any and all other warranties, expressed or implied, As to any matter whatsoever, and CPAC hereby disclaims such warranties, including, without limitation, any warranty relating to the design, quality or condition of the equipment, its merchantability, fitness, or capacity for any particular purpose, non-infringement, and warranties arising from course of dealing or usage of trade or any other matter. CPAC reserves the right to authorize product returns beyond 30 days from the invoice date. IF the product is accepted after 30 days, credit may be declined or issued toward FUTURE PURCHASES ONLY. Original shipping charges are not refunded on returned items. BUYER is responsible for all shipping charges back to CPAC on returned items, and CPAC will pay the shipping charges on the replacement item(s) going back.

SOFTWARE AND DVD MOVIE RETURN POLICY:  Only defective software and DVD movies can be returned to CPAC. The return must take place within 30 days of invoice date and may only be replaced for the SAME software or DVD movie title. Unopened software may be returned for refund or exchange within 30 days of invoice date. Multiple software licenses cannot be returned for refund or exchange unless first authorized by the manufacturer. Multiple licenses may not be returned beyond 30 days for any reason.

CHECK PAYMENT POLICY:  CPAC may accept a money order on all approved COD orders. COD Company check terms are available upon completion and acceptance of a CPAC credit application. Email us at credit@cpacinc.com or Fax your credit application to CPAC at (714) 692-6680.  Net terms are available for end user accounts upon approval of credit worthiness and based on sales and payment history with CPAC.  Late invoices are subject to a 1½% monthly late penalty. CPAC will accept personal and business checks for prepay orders, but allow 10 business days for clearing.

RENTAL ITEMS:  Items rented from CPAC are governed under a separate terms and conditions agreement, provided to the customer prior to rental. Contact CPAC for further information on rental terms and conditions if you are considering renting an item form CPAC.

SALES PRICE AND PAYMENT:  The sales price of the equipment is set forth on the front of CPAC’S sales order or sales quote hereof. Unless otherwise provided on the front hereof, payment in full of the sales price is due in advance upon execution of this Agreement.

TAXES:  The sales price does not include any amount for present or future sales, electronic waste fee, recycling, excise or other similar tax. Sales excise or similar taxes are the responsibility of the buyer. BUYER agrees to pay all such taxes including interest and penalties therein. If CPAC is required to pay them to the taxing authority, BUYER will promptly reimburse CPAC for the amount paid. In the event BUYER is purchasing for resale, a duly executed exemption certificate for resale shall be delivered to CPAC prior to delivery of the equipment.

FREIGHT COSTS; DELIVERY:  BUYER agrees to pay for all costs for transportation, rigging, insurance and drayage to the location of equipment. BUYER agrees to pay for all costs for transportation, rigging, insurance and drayage to the location. CPAC shall not be liable for any failure or delay in furnishing the equipment, materials or labor resulting from fire, explosion, flood, storm, act of God, governmental, machinery breakdown, transportation contingencies, difficulty in obtaining parts, supplies, or shipping facilities or delay of carriers.

CLAIMS; DUTY TO EXAMINE:  The BUYER is responsible to notify the carrier shipping the equipment of any loss occurring during transit. BUYER agrees to examine promptly all equipment upon receipt and to notify CPAC of equipment which is not in good working order, nonconforming deliveries or claims within (7) seven days after receipt. BUYER must notify CPAC prior to incurring any charges needed to fix, replace or add to equipment which is not in good working order or does not conform to the terms on the Agreement. Should these charges be CPAC’S responsibility, and the charges exceed the sales prices of the equipment CPAC reserves the right, at its option, to either refund the sales price or replace the equipment.

INSTALLATION:  BUYER assumes all responsibility for installation including any cost associated therewith.

TITLE; RISK OF LOSS; SECURITY INTEREST:  Free title to the equipment shall pass to BUYER upon payment as set forth. Risk of loss shall pass to the BUYER at point of pickup, or delivery to its assigned carrier or receipt of payment whichever shall occur first. Loss or damage that occurs during shipping by a carrier selected by CPAC is CPAC’S responsibility. Loss or damage that occurs during shipping by a carrier selected by the BUYER is the BUYER‘S responsibility. Title to software may remain with the applicable licensors. CPAC reserves title to the equipment sold hereunder as security for the performance of BUYER’S obligations hereunder. Should BUYER fail to perform any provision of this Agreement by it to be performed, or default in payment of any charges hereunder when due, CPAC may remove and repossess and or all equipment with or without notice or demand, in addition to exercising such other rights and remedies as may be conferred on it by law. Loss or damage that occurs during shipping by a carrier selected by CPAC is CPAC 'S responsibility. Loss or damage that occurs during shipping by a carrier selected by BUYER is BUYER’S responsibility. Title to software will remain with the applicable licensor(s).

MAINTENANCE; WARRANTIES; DISCLAIMERS:  CPAC represents and warrants that, at the time the equipment is delivered, CPAC will be the lawful owner of the equipment, free and clear of any liens and encumbrances (other than those which may arise from this Agreement) and will have full right power and authority to sell the same to BUYER. CPAC further warrant’s that the equipment, unless otherwise noted, will be eligible for the equipment manufacturer’s maintenance agreement; provided, however, that equipment is in good working order for a period of 30 days from the date of installation. As set forth, BUYER must examine promptly all equipment upon receipt and notify CPAC within seven (7) days after receipt if the equipment is not in good working order, CPAC, at CPAC’S option, shall either replace or repair the equipment not to exceed the sale price of the equipment, CPAC reserves the right to refund the sales price to the BUYER. BUYER’S failure to notify CPAC as set forth above shall constitute acceptance of the equipment as is and a waiver of this provision.

BUYER shall be responsible for placing the equipment under such maintenance coverage and will promptly notify CPAC in writing of nay dispute concerning the equipment’s eligibility therefore, to afford CPAC a reasonable opportunity to assure such eligibility. If “ALL EQUIPMENT IS SOLD AS IS” is stated on the front hereof, CPAC makes no warranty with respect to manufacturer’s maintainability, workability, or condition.  BUYER recognizing CPAC is not the manufacturer of the equipment, expressly waives any claim against CPAC based on any infringement or alleged infringement of any patent with respect to the equipment or for any indemnity against any such patent claim made by another against BUYER.

THE EXPRESS WARRANTIES HEREIN CONTAINED ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, AS TO ANY MATTER WHATSOEVER, AND CPAC HERBY DISCLAIMS SUCH WARRANTIES, INCLUDING, WITHOUT LIMITATION ANY WARRANTY RELATING TO THE DESIGN, QUALITY OR CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY, FITNESS, OR CAPACITY FOR ANY PARTICULAR PURPOSE, NONINFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE OR ANY OTHER MATTER. NO AGENT, EMPLOYEE OR REPRESENTITIVE OF CPAC HAS ANY AUTHORITY TO BIND CPAC TO ANY WARRANTY EXCEPT AS EXPRESSLY PROVIDED IN THIS PARAGRAPH.

OPTION TO TERMINATE:  CPAC reserves the right to terminate this Agreement if A) BUYER does not or is unable to accept delivery of the equipment or B) BUYER becomes insolvent or is the subject or proceedings under law relating to bankruptcy or C) BUYER fails to perform any term or provision of this agreement. The right to terminate will be exercised by written notice to BUYER, thereafter CPAC shall have the right to take immediate possession of the equipment and to retain all money paid hereunder to the date of such notice as liquidated damages.

ADDITIONAL FEATURES:  If the equipment contains any features not specified in the agreement, BUYER will allow CPAC, at the option and expense of CPAC, the right to remove such features. This removal will be performed by a qualified technician upon the request of CPAC, at a time convenient to BUYER, provided that BUYER shall not unreasonably delay the removal of such features.

SUBSTITUTION AND EQUIPMENT CHANGES:  If in the best interest of CPAC and BUYER, upon writer notice by CPAC, CPAC may provide equipment with different serial numbers than those shown on Agreement. The model and specifications on the front hereof may be changed by writer consent and agreement between BUYER and CPAC.

GENERAL:

1. This constitutes the entire Agreement between CPAC and BUYER with respect to the purchase and sale of the equipment superseding all prior correspondence between the parties (including without limitation, any purchase orders submitted by the BUYER to CPAC) and no amendment, modification, waiver, or representation or statement not contained herein shall be binding upon CPAC or BUYER as a warranty or otherwise, unless in writing and executed by the party to be.
2. The parties agree that jurisdiction, for the purpose of all issues of law, fact or equity arising in connection with this Agreement or any additions, amendments or supplements thereto, shall be in state or federal courts located in the State of California only and venue for the purpose of such proceedings shall be in the city of Santa Ana and the County of Orange only.
3. This Agreement shall be binding upon the inure to the benefit of the parties hereto and their respective assigns.
4. This Agreement shall be governed by and construed on accordance with the laws of the State of California including all matters of construction, validity, performance, and enforcement.
5. This Agreement is subject to acceptance by CPAC at its offices in Yorba Linda, California and shall only become effective on this date thereof.
6. This Agreement shall not be assigned by BUYER without prior written consent of CPAC
7. The foregoing Terms and Conditions shall prevail notwithstanding in any additional or different terms contained in any order submitter by BUYER.