Terms and Conditions
Terms and Conditions of Sale
These are the terms and conditions upon which Communication Cable Company (d.b.a. Comm Solutions Company) (CSC) makes all sales. CSC will not accept any other terms and conditions of sale, unless Buyer and CSC have executed a written agreement which specifically modifies, supersedes and/or replaces these terms and conditions. Acceptance of all purchase orders is expressly made conditional upon Buyer’s assent, expressed or implied, to the terms and conditions set forth herein without modification or addition.
1. ACCEPTANCE OF PURCHASE ORDERS
Buyer’s acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs: (a) Buyer’s making of an offer to purchase Product from CSC; (b) Buyer’s written acknowledgment hereof; (c) Buyer’s acceptance of any shipment of any part of the items specified for delivery (the “Products”); or (d) any other act or expression of acceptance by Buyer. CSC’s acceptance is expressly limited to these terms and conditions in their entirety without addition, modification or exception, and any term, condition or proposals hereafter submitted by Buyer (whether oral or in writing) which is inconsistent with or in addition to these terms and conditions is objected to and is hereby rejected by CSC. CSC’s silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be CSC’s acceptance or approval thereof.
CSC will use all reasonable commercial efforts to maintain the delivery date(s) acknowledged or quoted by CSC, all shipping dates are approximate and not guaranteed. CSC reserves the right to make partial shipments. CSC, at its option, shall not be bound to tender delivery of any Goods for which Buyer has not provided shipping instructions and other required information. All title to the Products and all risk of loss or damage with respect to the Products shall pass to Buyer upon delivery by CSC to the carrier. All shipments are F.O.B. shipping point. Buyer shall promptly notify CSC, in no event later than ten (10) business days after delivery, of any claimed shortages or rejection as to any delivery. Such notice shall be in writing and shall be reasonably detailed, stating the grounds for any such rejection. Failure to give any such notice within such time shall be deemed an acceptance in full of any such delivery. CSC shall not be liable for any shipment delays beyond the reasonable control of CSC which affect CSC or any of CSC’s suppliers, including, but not limited to, delays caused by unavailability or shortages of Products from CSC’s suppliers; natural disasters, acts of war; acts or omissions of Buyer; fire, strike, riot, or governmental interference; unavailability or shortage of materials, labor, fuel or power through normal commercial channels at customary and reasonable rates; failure or destruction of plant or equipment arising from any cause whatsoever; or transport failures.
3. PRICE AND PAYMENT
Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes), as well as import or customs duties, license fees and any other similar charges, however designated or levied on the sale or delivery of the Products or measured by the purchase price paid for the Products. CSC’s prices set forth on the invoice do not include such taxes, fees and charges. Exemption certificates must be presented to CSC prior to shipment if they are to be honored.
Payment Terms: Unless otherwise specified, the payment terms are COD. CSC, at its discretion, may require reasonable advance assurances of payment through irrevocable bank letters of credit or otherwise. All unpaid invoices shall bear interest at an amount equal to 1-1/2% of the outstanding balance per month (or the maximum rate of interest allowed to be contracted for by law, whichever is less), commencing upon the date payment is due. Buyer’s failure to make timely payment may result in such action as commencement of proceedings for collection, revocation of credit, stoppage of shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods and termination of any one or more sales agreements. Notwithstanding any “net” payment provisions specified on the invoice, CSC shall have no continuing obligation to deliver Products on credit, and any credit approval may be withdrawn by CSC at any time and without prior notice. CSC retains (and Buyer grants to CSC by submitting a purchase order) a security interest in the Products to secure payment in full and compliance with these terms and conditions of sale. Buyer agrees to execute any additional documents necessary to perfect such security interest.
Collections: In the event the sales invoice shall be placed by CSC in the hands of an attorney or collection agency for the purpose of collection, with or without litigation, or for the purpose of enforcing CSC’s security interest in the Products, the Buyer agrees to pay any and all costs associated with such placement, including, without limitation, attorney’s fees and costs incurred prior to, during, or subsequent to trial, and including, without limitation, collection, bankruptcy, or other creditor’s rights proceedings.
Currency: If a sale is to occur, or the Product is to be shipped, outside of the United States, Buyer acknowledges and agrees that the amount due CSC is contracted in U.S. Dollars and that payment in U.S. Dollars is of the essence. Any payment by Buyer in local currency or the receipt by CSC of local currency as a consequence of enforcement procedures against Buyer will be deemed an authorization for CSC to use that local currency to purchase U.S. Dollars or, if such purchase is prohibited by local law, an authorization to purchase appropriate bonds or other instruments and export them from the Buyer’s country in order to convert the currency into U.S. Dollars and apply the proceeds to the payment of any amounts owed to CSC by Buyer. Any deficiency as a result of conversion of payment into U.S. Dollars shall be the responsibility of Buyer.
In general, CSC does not permit returns of non-defective Products not manufactured by CSC. CSC will permit returns of such Products only to the extent the manufacturer of such Products has a return policy with CSC. CSC passes any such return policy on to Buyer. Upon request by Buyer, CSC will provide Buyer with return policy information for specific Products. Credits will be allowed for any Products returned with prior approval or pursuant to a return policy referenced above. CSC makes no representations or warranties of any kind with respect to the Products. CSC HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. CSC WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE FOR BREACH OF WARRANTY. The right to return defective Products, as previously described, shall constitute CSC’s sole liability and Buyer’s exclusive remedy in connection with any claim of any kind relating to the quality, condition or performance of any Product, whether such claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise. In the event CSC issues a return authorization to Buyer allowing Buyer to return Product to CSC, Buyer will deliver the Product to CSC’s address in the United States, if so required by CSC, and Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes) as well as import or customs duties, license fees and similar charges, however designated or levied, on any replacement Product to be shipped by CSC to Buyer.
5. LIMITATION OF LIABILITY
CSC shall not be liable under any circumstances for any special, consequential, incidental, PUNITIVE or exemplary damages arising out of or in any way connected with the agreement to sell Product to Buyer or the Product, including, but not limited to, damages for lost profits, loss of use, lost data or for any damages or sums paid by Buyer to third parties, even if CSC has been advised of THE possibility of such damages. The foregoing limitation of liability shall apply whether any claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise.
These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales by CSC to Buyer and shall supersede all prior offers, negotiations, understandings and agreements. Unless Buyer and CSC have executed a written agreement which specifically modifies, supersedes and/or replaces these terms and conditions, it is expressly agreed that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement or explain these terms and conditions. No additional or different terms or conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of CSC in the United States. Any waiver by CSC of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of its rights. Any provision of these terms and conditions that is prohibited or unenforceable under the laws of the Commonwealth of Pennsylvania shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these terms and conditions. All sales agreements shall be deemed made in, and shall be governed by, the laws of the Commonwealth of Pennsylvania. The venue for any disputes arising out of any sales agreement shall be, at CSC’s sole and exclusive option, Chester County, Pennsylvania or the courts with proper jurisdiction at Buyer’s location. ALL SALES TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.