1.1. Corporate Consulting, Service & Instruments, Incorporated (CCS, CCSi, CCSi, Inc., ccsi-inc.com, OREC™, Ozone Research Equipment, Ozone Research Equipment Company, orecozone.net, or ozoneorec.com, et al.), herein referred to as CCSi, Inc. or described as the Seller.
1.2. CCSi, Inc. maintains its main office at 221 Beaver Street, Akron, Ohio, USA, 44304. All correspondence shall be directed to that address.
2.1. The Purchaser, herein described, is identified in the attached document, Quotation.
- Applicable Law:
3.1. The Purchaser agrees and hereby submits to the jurisdiction and venue of the Superior Courts of Summit County, Ohio; Lee County, Florida; and the United States District Courts of these respective districts regarding matters contained herein.
3.2. The Purchaser accepts responsibility for compliance with all laws and regulations, the establishment of appropriate health and safety practices, and the determination of applicable regulatory limitations, associated with the use of the Product.
- Agreement in Entirety, Applicability, and Primacy:
4.1. The Terms and Conditions, set forth herein, in concert with the attached Quotation, constitute the Purchase/Sale Agreement (Agreement) between the Seller and Purchaser in entirety. No other understanding, document, contract, or agreement, either oral or written, may in any way modify the Agreement.
4.2. The Agreement applies to any negotiation, acceptance, sale, delivery, or contract to engage in the transfer of a Product from the Seller to the Purchaser.
4.3. The Seller reserves the right to modify the Terms and Conditions, set forth herein as may be specified in the attached Quotation.
4.4. If there should exist a conflict between the Terms and Conditions and the Quotation, the Quotation shall be considered the guiding document only with regard to the conflicting verbiage.
5.1. The products sold by the Seller to the Purchaser shall be warranted free of any defects in workmanship and materials as specified in an attached Quotation.
5.2. Warranty periods are to commence upon the date the products are delivered to the Purchaser.
5.3. The warranty is limited to the repair or replacement of parts which prove to be defective when the products have been installed, maintained, and otherwise handled in accordance with the Sellers instructions, and provided that no repair, or attempt to repair, has been made by unauthorized parties.
5.4. The Seller agrees to make commercially reasonable efforts to provide the following warranty remedies, provided the Purchaser promptly notifies Seller of any nonconformance to the applicable warranty, during the specified warranty period:
5.4.1. Seller will repair or replace defective parts with new or comparable rebuilt parts, or correct defective workmanship, as specified in Warranty Maintenance.
5.4.2. If the Seller is unable to remedy warranty nonconformance, the Seller may, at its sole discretion, accept return of the defective Product and refund the original purchase price, exclusive of any fee for the conveyance of the Product to the Purchaser.
5.4.3. Warranty coverage shall apply only to the designed and intended use of the Product, it is exclusive of damage caused by alteration, accident, misuse, abuse, or neglect.
5.4.4. The Warranty, stated herein, is in lieu of all other warranties either express or implied.
- Warranty Maintenance:
6.1. During the warranty period, should a Product be found to be defective in either workmanship or materials, as determined by the Seller, the Product may either be serviced at the location of original delivery and installation or returned to the Seller, at the discretion of the Seller.
6.2. The Seller, at its sole discretion, may designate a third party to affect any warranty service.
- Disclaimer and Limit of Liability:
7.1. CCSi, Incorporated disclaims all implied conditions of merchantability or fitness for a particular purpose beyond that explicitly described in the published specifications for the Product and the use for which it was designed and intended by the Seller.
7.2. Under no circumstance, condition, or in any event shall CCSi, Inc. be liable for any indirect, special, incidental, consequential, punitive, exemplary, or any damages whatsoever resulting from the loss of use, data, profits, real or intellectual property, whether in an action of contract or other action, arising from, or in connection with, the use or performance of any Product, or failure to provide or render services or information.
7.3. The Agreement, technical or mechanical drawings, renderings or graphical representations, specifications, or other documents conveying information regarding a Product, could include typographical errors, errors of omission, technical or editorial inaccuracies. CCSi, Inc. assumes no liability or responsibility for any typographical errors, errors of omission, technical or editorial inaccuracies.
7.4. The maximum liability of the Seller is limited to the original purchase price of the Product, and only for that period of time for which the Seller warrants the Product.
- Delivery of Product:
8.1. In no instance, or circumstance, will CCSi knowingly make sales or transfer any product, material or technology intended or destined for any country not approved for trade by the U.S. Department of State.
8.2. The Seller shall deliver the Product to the Purchaser EX-WORKS (F.O.B. Factory). The Seller shall prepare the Product for drayage, in the method customary for that conveyance.
8.3. As defined by EX-WORKS (F.O.B. Factory), the Purchaser shall bear all risk of loss or damage to the Product from the point of receipt by the cartage provider to the point of final delivery and installation. The Seller may recommend a cartage provider, but bears no liability for its actions.
8.4. Published information regarding a Product, including, but not limited to, price, specification, description, application, suitability for a purpose, or merchantability, reflect the information, as it is known, at the time of publication. Any published information may be subsequently rendered inaccurate or invalid or may change without notice.
8.5. Prices provided in a Quotation are valid for the period of time stated in that document and subject to the conditions enumerated therein.
8.6. Payment terms are provided in a Quotation and subject to the conditions enumerated therein.
8.6.1. Where credit has been previously established and maintained with the Seller, the terms of payment may be generally regarded as Net 30 days from date of invoice billed against an issued purchase order in receipt, subject to acceptance by the Seller.
8.6.2. Where credit has not been previously established and maintained with the seller,the terms of payment may be generally regarded as by a confirmed irrevocable letter of credit Sight Against Shipping Documents (sight draft), prepaid in $US dollars, subject to acceptance by the Seller.
8.7. Title to the Product shall not pass to the Purchaser until the Seller is in receipt of all amounts due as described in this Agreement.
- Cancellation of Product Delivery and Return of Delivered Product:
9.1. Any Product order canceled prior to the scheduled delivery date will be subject to a 20% cancellation charge.
9.2. The return of any Product must be authorized in advance and be accompanied by a returned materials authorization (RMA) form issued by CCSi and are subject to the following conditions:
9.2.1. A restocking charge of 20% will be assessed for any Product returned after delivery. An additional fee will be assessed if the Product is not in re-salable condition.
9.3. A 15% penalty will be assessed on any Product orders which are delayed by the Purchaser beyond 60 days of the scheduled delivery date.
10.1. The Seller and Purchaser agree to hold the Agreement in confidentiality and neither shall distribute or disclose its contents in any form, in whole or in part, beyond that necessary for their internal use.
10.2. The Purchaser agrees to nondisclosure of any ancillary documents that it may come to possess as a function of purchasing the Product. This includes, but is not limited to, mechanical and engineering drawings, graphical renderings, blueprints, manuals, use and operating instructions.
11.1. The Purchaser, herein named, by submitting an order for a Product with the Seller, acknowledges receipt of, and agreement to, the aforementioned Terms and Conditions and Quotation, e.g. the Agreement.
Export related costs vary by country and region and may substantially escalate the DELIVERED DUTY PAID cost of a product or service. It is incumbent upon the purchaser to discover any such costs which may include, but are not limited to:
- the modification of a product for use in another country;
- operational costs of the export/import operations;
- shipping and insurance costs;
- communications costs; foreign promotional costs;
- tariffs; taxes; duties;
- currency exchange rates;
- commercial credit risks and certain geographical, social, cultural or political risks.
CCSi maintains Authorized Agents or Distributors in many countries. All inquiries regarding quotation of a product or service will be referred to the Authorized Agent or Distributor in the country of final destination, should one be extant. The price and terms of sale of a product or service by an Authorized Agent or Distributor may differ significantly from those of CCSi.