Legal Statements:

Below are the CCT Inc, legal terms and conditions.  These items are most useful for existing customers, for all others, these items should only serve as a reference.

 

GENERAL:

Custom controls Technology, Inc. (“CCT”) agrees to sell or license certain items to the buyer (“Buyer”) identified on page one, subject to these Terms and Conditions of Sales (“Terms”). No addition to or modification of any of these Terms shall be binding upon CCT unless signed in writing by a duly authorized representative at CCT Headquarters.  Neither CCT’s commencement or performance nor delivery of any products shall be deemed or construed as acceptance of Buyer’s additional or different Terms and Conditions.

TERMS:

Unless otherwise set forth on page one hereof, terms to customers of satisfactory credit are 30 days net from date of invoice. New Buyers should include credit references with their first order, or remit cash.  A late charge of 1-1/2 percent per month will be assessed on any unpaid balance after deduction of payments received and/or credits issued.  This is an Annual Percentage Rate of 18%.  In the event of Buyer’s default in payment, Buyer shall be responsible for all reasonable costs and expenses incurred by CCT in collection of sums owed by Buyer, including reasonable lawyers’ fees.

MINIMUM BILLING CHARGE:

See current product pricing publication or contact CCT for minimum pricing charge applicable to each product.

SHIPPING:

Shipment shall be F.O.B. CCT Factory, warehouse or other point of shipment (Hialeah, Florida, USA) by CCT. Buyer to pay all transportation unless otherwise agreed to in writing.  Notwithstanding title to the products passing to Buyer, title shall not pass to Buyer as to any CCT IPR or CCT software.  Scheduled or stipulated shipping dates are approximated and based upon prompt receipt of all necessary information from Buyer.  CCT shall not be liable for any loss, damage or delay in delivery due to causes beyond its reasonable control, or acts of God, acts of the Buyer, acts of civil or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, delays in transportation, embargoes or inability due to causes beyond its reasonable control to obtain necessary engineering talent, labor, materials or manufacturing facilities. In the event of such delay, the delivery date shall be extended for that length of time as may be reasonably necessary to compensate for the delay.

DAMAGE CLAIMS:

All claims for breakage and damage whether concealed or obvious must be made to the carrier by the Buyer as soon as possible, but no later than 30 days, after receipt of the shipment, CCT will render the Buyer reasonable assistance in the securing of adjustment for such damage claims.

QUOTATION:

Unless otherwise stated by CCT in writing, all written quotations: automatically expire unless accepted, subject to the Terms, within 30 days from the date quoted; to be binding must specifically identify each product and list actual quantities; and are exclusive of transportation, insurance, federal, state, local, excise, value-added, use, sales, property and similar taxes or duties.  Verbal quotations expire the same day they are made.  All stenographic and clerical errors are subject to correction.

TAXES:

In the event CCT is required to collect any taxes or fees, Buyer shall promptly pay or reimburse CCT for any such payments upon invoice.

PRICE CHANGE:

CCT reserves the right to increase or decrease any price with any such increase or decrease to apply to any portion(s) of the sale that is un-shipped as of the effective date of such change.  Such price change will not apply to any portion(s) of the sale shipped and billed prior to such effective date.

APPROVE VENDOR LIST:

Buyer is required to notify CCT in writing of any changes to the status of components, component specifications or component supply. This includes Buyer specified electrical, mechanical and sub-assembly materials.

CATALOG PRICES:

Prices shown in any CCT Publication or web site are subject to change without notice and are not to be construed as a definite or offers to sell by CCT. Any published prices are subject to confirmation with a specific quotation.

WARRANTY:

CCT warrants for a period of one (1) year from date of the CCT invoice that product furnished under the order will be of merchantable quality free from defects in material, workmanship and design each as determined, at the date of shipment by CCT, by generally recognized, applicable and accepted practices and procedures in the industry, to include any specifications specifically agreed to in writing by CCT prior to the date of shipment.

Satisfaction of this warranty, consistent with other provisions herein, will be limited to the replacement or repair or modification of, or issuance of a credit for, the products involved, at CCT’s option, with CCT to determine the availability of service personnel and any absorption of associated service expenses, such warranty satisfaction available only if (a) CCT is promptly notified in writing upon discovery of an alleged defect and (b) CCT’s examination of the subject product discloses to its satisfaction that any defect has not been caused by misuse; neglect, improper installation; improper operation, repair or alteration; accident; or unusual deterioration of the parts.  THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS and hereby excludes certifications or the like for product performance, use or design with respect to any standard, regulation or the like (unless and to the extent independently approved in writing  at CCT Headquarters) AND EXTENDS ONLY TO BUYER PURCHASING FROM CCT OR AN AUTHORIZED CCT DISTRIBUTOR.

For warranty returns, a valid RMA must first be obtained for all warranty returns.  Upon receipt of the returned product, CCT will process the return per the applicable manufacturer’s warranty procedures, which can take as long as 60 days to process.   If the manufacturer deems the return a failure under warranty, the item will be repaired or credited at their discretion. Credit for the returned product will only be issued if and when the manufacturer has deemed the return a failure under warranty. If replacement is required for an item credited under warranty, a new order must be placed. The customer is responsible for all shipping fees associated with returns.

RETURN OF PRODUCT:

Authority for return of product, whether under the Warranty Clause or otherwise must be obtained from CCT. Such authority shall be granted for each reasonable request.  Unless such authority has been granted, shipment will be refused.  All product returned should include reference to all pertinent order information for that product to include order, part numbers as well as the returned material authorization issued by CCT.

DELIVERY SCHEDULE:

Deliveries within the subsequent 4-week scheduling window cannot be modified in any way.  Deliveries within the subsequent 5 to 8 week window may be moved out to no later than week 8.  Deliveries within the subsequent 9 to 12 week window may be moved out to no later than week 12.

LOT SIZING:

CCT reserves the right to adjust shipment quantities to coincide with its standard lot quantities when necessary.

CANCELLATION AND TERMINATION:

Any order placed with CCT can be cancelled by the Buyer only upon payment of reasonable cancellation charges, which shall take into account expenses already incurred and commitments made by CCT.

PATENTS:

Subject to these Terms, shall defend any suit or proceeding brought against Buyer or customer of Buyer, so far as based upon a claim that the design or construction of product sold by CCT infringes a United States Patent (excepting a claim based upon a design or modification incorporated in such product at the request of Buyer); provided that Buyer promptly notifies CCT of any such suit or proceeding in writing and provided that at CCT’s expense (a) Buyer gives CCT the full authority and right to defend or control the defense of any suit or proceeding to include settlement, and (b) Buyer provides all necessary information and assistance for such defense.  This obligation to defend shall extend, in the case of non-standard product sold by CCT to Buyer to a claim based upon the use of the product but only when such use is not in combination with any other apparatus and only to the extent that CCT was informed by Buyer of such use in writing prior to the date of shipment.  CCT will pay all costs and damages finally awarded or agreed upon by CCT that are directly related to any such claim, but shall not be responsible for any settlement made without CCT’s consent.  In the event said product or any part thereof, is in such suit held to infringe and the use of said product or part is enjoined, CCT shall in its own discretion either procure for the Buyer the right to continue using said product or part, or replace same with non-infringing product, or modify it so it becomes non-infringing or remove said apparatus and refund the purchase price and the transportation and installation costs thereof.  THIS PARAGRAPH SETS FORTH CCT’S ENTIRE LIABILITY WITH RESPECT TO PATENTS.

INDEMNITY:

Buyer shall indemnify, defend and hold CCT harmless from and against any and all claims brought by any third party against CCT arising out of or related to Buyer’s use or distribution of the products purchased hereunder, including any claim arising out of or related to any warranty made by or on behalf of Buyer to its customers that expands any warranties provided herein or fails to limit any warranty as provided herein; or any breach of these Terms by Buyer.

GOVERNMENT CLAUSES AND CONTRACTS:

Government contract clauses and any clauses essentially based upon Government Contract Regulations shall only apply to sales subject to a Government Contract.  In the  event this sale is subject to a Government Contract, the  terms and conditions of this sale shall include if any, only those Government Contract clauses – not inconsistent with terms and conditions herein – which applicable Regulations (and the Prime and/or Subcontract to which this sale is subject) require to be included in a Contract or Subcontract such as this sale and only for the minimum necessary purposes of the clause.

ASSIGNMENT:

These Terms shall bind and inure to the benefit of CCT’s successors and assigns.  These Terms may not be assigned by Buyer without the written consent of CCT.

INTELLECTUAL PROPERTY RIGHTS:

Buyer acknowledges that the products sold by CCT contain and embody trade secrets belonging to CCT and Buyer shall not reverse engineer any products purchased hereunder.  CCT owns all rights, title and interest in and to all other IPR, including patent and copyrights, embodied by or reflected in the products.  A license solely for the software contained in the product is granted hereunder and CCT retains for itself all property rights in and to all designs, engineering details, and other data pertaining to the products.  Unless otherwise agreed to in writing, any CCT documentation provided to Buyer shall be considered Confidential and as such, the IPR of CCT and cannot be disclosed either wholly or in part to any third party.  Buyer warrants that products manufactured, developed or configured based upon Buyer’s specifications or upon technical data furnished by Buyer to CCT do not infringe upon any United States or foreign patent, trademark, copyright, trade secret or any other proprietary rights of any party. Buyer will indemnify CCT from and hold CCT harmless against any and all judgments, decrees, orders, claims and liability resulting in any alleged infringement.

LIMIT OF LIABILITY:

IN NO EVENT WILL CCT ASSUME RESPONSIBILITY FOR OR BE LIABLE  (a) FOR PENALTIES OR PENALTY CLAUSES OF ANY DESCRIPTION, OR (b) FOR INDEMNIFICATION OF BUYER OR OTHERS FOR COSTS, DAMAGES, OR EXPENSES ARISING OUT OF OR RELATED TO THE PRODUCT OR SERVICES OF THIS ORDER OR (c) FOR INDIRECT OR CONSEQUENTIAL DAMAGES UNDER ANY CIRCUMSTANCES.

PRECIOUS METAL ADJUSTMENT:

Quoted prices may be bases upon current trading levels of precious metals (including, but not limited to gold, palladium, and silver). In the event that pricing may be based in part on precious metals, CCT reserves the right to modify any affected pricing accordingly.

APPLICABLE LAW:

These Terms and the quotation/invoice attached shall be construed and enforced in accordance with Florida law, without regard to conflict of law principles. In the event of any dispute arising hereunder Buyer and CCT agree to irrevocably submit to the courts sitting in and for Miami Dade County, Florida.

ENTIRE AGREEMENT:

These Terms together with page one constitute the entire agreement between Buyer and CCT and supersede any other agreement or offers including any purchase order of Buyer, prior or contemporaneous oral or written understandings, or communications relating to the subject matter hereof. Notwithstanding the foregoing, in the event Buyer and CCT have a written supply or manufacturing agreement, the terms of such agreement shall govern.