CPAC Terms and Conditions of Sale
PLEASE READ THESE TERMS AND CONDITIONS OF SALE ("USER AGREEMENT") VERY CAREFULLY.
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
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
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
firstname.lastname@example.org 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
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.
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
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.
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.
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.
This Agreement shall be binding
upon the inure to the benefit of the parties hereto and their respective
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.
This Agreement is subject to
acceptance by CPAC at its offices in Yorba Linda, California and shall only
become effective on this date thereof.
This Agreement shall not be
assigned by BUYER without prior written consent of CPAC
The foregoing Terms and Conditions shall prevail notwithstanding in any
additional or different terms contained in any order submitter by BUYER.