Standard Terms and Conditions

COMPUTER CONTROL + INTEGRATION, INC.

STANDARD TERMS AND CONDITIONS

ACCEPTANCE:
All orders are subject to acceptance by Computer Control + Integration, Inc. (CC+I) by an authorized representative at its main office in Greenville, South Carolina.

PRICES:
All prices pertaining to an order are quoted in the offering or will be quoted in subsequent addenda thereto.

  1. FIRM OFFER:
    Except as hereinafter provided, all quoted prices are firm for thirty (30) days from date of offering. All prices are F.O.B. Greenville factory (transportation charges collect) unless otherwise specifically agreed upon in writing by CC+I.
  2. TAXES:
    All quoted prices are subject to any addition which may be necessary to cover any tax or charge now existing or hereafter imposed by Federal, State or Municipal authorities upon equipment or services quoted by CC+I or upon the production, sale, distribution or delivery thereon, or upon any other feature related thereto.
  3. ERRORS:
    CC+I reserves the right to correct all typographical or clerical errors which may be present in its prices or specifications.
  4. ESCALATION:
    All prices quoted are based on shipments, as defined in the CC+I Pricing and Payment Summary. Delays caused by CC+I beyond the Quoted Delivery shall be subject to escalation. Delays and/or Scope Changes caused by Purchaser shall be subject to escalation at a rate to be determined for each month in excess of the Quoted Delivery.
  5. RESALE PRODUCTS:
    CC+I cannot offer price protection on resale products. Such products are quoted subject to price changes from CC+I’s suppliers between date of offering and date of CC+I invoices.
  6. MAINTENANCE AND SPARE PARTS:
    Maintenance service and spare parts are not included in the price of products or systems unless specified to a minimum billing charge.

PAYMENT TERMS:
Payment shall be made within ten (10) days from date of each invoice. Invoices shall be issued following each shipment or in accordance with the CC+I Pricing and Payment Summary contained in the offering. Periodic payments shall be applicable when defined in the CC+I Pricing and Payment Summary. Scope changes may cause Periodic Payments to apply. In such event, CC+I shall notify Purchaser in writing of modified Payment Terms.

SCOPE CHANGES:
Any changes affecting equipment configuration, or otherwise affecting the scope of the order, are to be documented in writing for approval and authorization to incorporate such changes in the order. All changes authorized by Purchaser are binding only if accepted by CC+I and may result in price and delivery changes. Pricing of changes shall be based on the current prices. If an extension of deliver is required beyond the original schedule, escalation shall be as agreed. The changes in order price shall be applied to invoices remaining to be issued in accordance with PAYMENT TERMS.

CANCELLATION:
Purchaser may cancel the order by written notice, provided Purchaser pays cancellation chargers on the basis of percentage of work and/or materials completed on the date cancellation notice is received at CC+I. CC+I’s determination of such charges shall be conclusive.

SHIPMENTS AND DELIVERY:
Title and risk of loss or damage to the equipment shall pass from CC+I to Purchaser upon delivery by CC+I to the possession of the carrier, unless specified in the offering. Any claims for loss or damage after risk of loss has passed, in the manner described, shall be filed by Purchaser with the carrier. CC+I shall not be liable for loss or damage from delay in delivery or failure to manufacture. Shipping and delivery dates are approximate and are based on prompt receipt by CC+I, and its factory, of all necessary information, including final agreement on detailed specifications, on such dates or with such lead times as may be specified by CC+I. If shipment is delayed at request of, or due to acts or omissions by Purchaser, additional charges for services, storage, etc., based on number of weeks delay so caused will be for the account of Purchaser.

  1. PARTIAL SHIPMENTS:
    CC+I reserves the right to make partial shipments of equipment, racks, panels and systems as they become available, unless otherwise specified in the offering.
  2. SCHEDULES:
    On System orders, CC+I shall provide Purchaser with a system schedule after receipt of written authorization or implement system. Approval time, if required, shall be incorporated into the schedule. Delays by Purchaser in providing approvals and/or incomplete information shall extend to the schedule. Escalation at a rate to be agreed to shall apply to such extensions.

DOCUMENTATION:
CC+I will provide Purchaser with up to the following quantities of applicable drawing, instruction, and program documentation, unless specified other in the offering. Additional copies will be furnished at extra charge.

  1. DRAWINGS:
    Two prints for installation and maintenance, and two prints for approval, when applicable. After formal Purchaser review of approval drawings, on revision of each drawing will be made at no additional charge, provided changes do not alter scope of project. Drawings for resale products shall be those provided by CC+I’s suppliers.
  2. INSTRUCTIONS:
    Two sets of applicable instructions for installation, operation and maintenance for standard products and systems; one set for Custom Instrumentation Products, Resale Products and Parts, all as defined by CC+I.
  3. PROGRAMS:
    One set of applicable tapes, cards or discs as defined by CC+I.

INSPECTION/TESTING:
CC+I will demonstrate, to Purchaser’s inspectors, CC+I’s standard commercial manufacturing, assembly and inspection procedures applicable to all CC+I production. However, due to production scheduling, it is understood that such demonstration shall be typical material (not Purchaser’s specific material) and will be done in a manner which shall not interfere with CC+I’s production. It is further understood that any inspection or testing requirements pertinent to any contract which necessitate procedures or practices not specified in the offering, shall be for Purchaser’s account. CC+I will perform the following testing system check-out (if applicable) without charge.

  1. PANELS AND SYSTEMS:
    CC+I will conduct in-house testing prior to shipment, without Purchaser participation, to verify that panels and/or systems meet applicable specifications.
  2. CUSTOM SYSTEMS:
    CC+I will conduct a standard CC+I defined demonstration for Purchaser prior to shipment, and a time and place designated by CC+I, to verify that the system meets applicable specifications.
  3. CUSTOMER ACCEPTANCE TEST:
    Customer acceptance test, if desired, will be conducted in CC+I labs.

ON-SITE RECEIPT OF EQUIPMENT AND INSTALLATION:
Purchaser shall be responsible for receiving, installing, starting up and maintaining all equipment, unless specified in the offering.

CUSTOMER ON-SITE RESPONSIBILITY:
Customer is responsible for all instrumentation and associated wiring and network connections, together with a “clean” 110 VAC power source for each system’s location./p>

SPARE PARTS AVAILABILITY:
Resale product shall carry the original manufacturer’s guarantee on future availability of spare parts.

WARRANTIES:
CC+I warrants the equipment manufactured by it only as set forth below. ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), ARE EXCLUDED BY CC+I OF ITS WARRANTIES ARE EXPRESSED HEREUNDER, AND PURCHASER EXPRESSLY WAIVES ALL OTHER REMEDIES.

  1. MATERIAL AND WORKMANSHIP:
    CC+I warrants to Purchaser that all goods manufactured by CC+I and furnished hereunder meet the standard CC+I product or system specifications, and are free from defects in material and workmanship for a period of ninety (90) days from date of delivery. The cost of diagnosing such defects, if any, shall be at the sole expense of Purchaser. CC+I shall not be liable, under any circumstances, for damages resulting from the handling, use, modification or operation of goods furnished hereunder, whether used alone or in combination with other items. All warranties shall be automatically voided in the event of influencing deficiencies, including, but not limited to, input signal of poor quality, incomplete or inaccurate process data supplied to CC+I by Purchaser.
  2. RESALE PRODUCTS:
    Resale product shall carry only the warranty offered by original manufacturer, unless specified otherwise in advance in writing by CC+I.
  3. REMEDIES OF PURCHASER:
    Purchaser’s sole remedy against CC+I shall be limited to the repair or replacement of non-resale goods withing the warranty period set forth above, at sole option of CC+I. All costs for repair of shipping replacement parts to Purchaser, shall be the sole responsibility of Purchaser. IN NO EVENT SHALL CC+I BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PRODUCTION, DAMAGE TO MATERIALS OR INJURY TO PERSONS. Any claim must be submitted to CC+I in writing within ninety (90) days after deliver of goods to Purchaser. Any and all replacements or repairs determined by CC+I to be necessitated by inadequate preventative maintenance, or by normal wear and usage or by fault of Purchaser, or power sources supplied by others, or by attack or deterioration under unsuitable environmental conditions, shall be at sole expense of Purchaser.
  4. PATENTS:
    In the event Purchaser becomes aware, whether formally or informally, of an actual or pending claim or patent infringement, trade secret appropriation, or similar claim, Purchaser shall promptly notify CC+I of same in writing, giving all details within Purchaser’s knowledge and all documents pertaining to same. Purchaser agrees to cooperate fully in any action involving any such claim and to permit the prosecution or defense of any such claim or counterclaim to be directed by CC+I. Subject to the above, CC+I shall indemnify Purchaser from and against any and all liabilities and damages assessed against Purchaser arising solely out of a claim of patent infringement, trade secret appropriation or similar claim based upon goods sold and manufactured by CC+I; provided, however, that there shall be no indemnification of Purchaser by CC+I should any claim arise out of Purchaser’s use (alone or in combination with other goods), modification or alteration of such goods.
  5. MANUFACTURERS’ WARRANTIES:
    Manufacturers’ warranties apply to all hardware.

EQUIPMENT AND SOFTWARE:

  1. Equipment and software remain the property of CC+I until payment in full is received from customer. The application software is licensed by CC+I to the user and always remains the property of CC+I, Inc.
  2. CC+I licensed application software cannot be copied, duplicated, or exported to other systems within the plant(s), or other locations, without express written authorization from CC+I, Inc.

INSURANCE INDEMNITY:
CC+I regularly maintains blanket insurance policies covering Workman’s Compensation, General Publich Liability, Automobile Liability and Property Damage and will at Purchaser’s request submit Certificates of Insurance from Sureties of CC+I choice showing the limits of coverage. CC+I agrees to indemnify and save harmless Purchaser only against liability imposed on Purchaser by law with respect to bodily injury or property damage to the extent such liability results from CC+I’s performance under this contract. CC+I does not agree to indemnify and save Purchaser harmless except as set forth herein. Purchaser agrees to indemnify and save harmless CC+I for all loss, cost or damage incurred by CC+I as a result of Purchaser’s or third parties’ misuse or misapplication of CC+I supplied products. In no event, regardless of cause, shall CC+I be liable for incidental or consequential damages arising from breach of contract, either real or alleged.

FORCE MAJEURE:
Neither party shall be considered in default in performance of its obligations or any of them, if delayed by Force Majeure. Force Majeure shall include, but not limited to, hostilities, restraint of ruler or peoples, revolution, civil commotion, strike, epidemic, accident, fire, flood, wind, lightening, explosion, block or embargo, lack of or failure of transportation facilities, or any law, proclamation, regulation or ordinance, demand or requirement of any Government or Governmental agency having or claiming to have jurisdiction over the work, or with respect to materials purchased for the work, or over parties hereto, or any act of God, or other act of Government, or any cause whether of the same or different nature, existing or future, which is beyond the control and without the fault of negligence of parties hereto.

MISCELLANEOUS:
The validity, construction and interpretation of these conditions, or of any contract of sale including these conditions, and the rights and duties of parties thereto shall be governed by the laws of the State of South Carolina and, specifically, by the Uniform Commercial Code notwithstanding, the inclusion of any services in such contract. Any offering or contract of which these conditions are a part constitutes the final, complete and exclusive statement of representations made by CC+I and CC+I shall not be bound by any representation, promise or inducement of any kind unless modification of any of the provisions herein or of provisions of any contract arising herefrom shall be binding on CC+I unless in writing and signed by Purchaser and an authorized home office representative of CC+I.

CC+I Standard Terms and Conditions Apply.

Computer Control + Integration, Inc.
1200 Woodruff Road, Suite C-39
Greenville, South Carolina 29607
(864)458-7587