CCI Systems, Inc.
Terms and Conditions of Sale
The Terms and Conditions of Sale listed hereunder are those terms and conditions upon which CCI Systems, Inc. (CCI) will apply to all sales for all Customers. CCI will not accept any other terms and conditions of sale, unless Customer and CCI 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 Customer’s assent, expressed or implied, to the terms and conditions set forth herein without modification or addition.
1. Acceptance of Purchase Orders:
Customer’s acceptance of these terms and conditions shall be indicated by any of the following, whichever occurs first:
Customer’s making of an offer to purchase Product from CCI
Customer’s written acknowledgement hereof
Customer’s acceptance of any shipment of any part of the items specified for delivery (the “Products”)
Any other act or expression of acceptance by the Customer.
CCI’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 Customer (whether oral or in writing) which is inconsistent with or in addition to these terms and conditions is objected to and hereby rejected by CCI. CCI’s silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be CCI’s acceptance or approval thereof.
For all transactions, unless otherwise stated on the front of the invoice, title to the Products and all liability and risk of loss or damage with respect to the Products shall pass to the Customer upon delivery by CCI to the carrier at the shipping point.
Delivery is subject to the payment provisions set forth herein and to CCI’s receipt of all necessary information and documentation from Customer including exemption and/or resale certificates, licenses and other documents as may be required from Customer for export of Product. Customer shall promptly notify CCI, in no event later then five (5) 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 grounds for such rejection. Failure to give such notice within such time shall be deemed acceptance in full of any delivery. CCI shall not be liable for any shipment delays beyond the reasonable control of CCI which affect CCI or any of CCI’s suppliers, including but not limited to, delays caused by unavailability or shortages of Products from CCI’s suppliers; natural disasters, acts of war; acts or omissions of Customer; 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.
Customer shall bear all applicable federal, state, municipal and other governmental 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 price paid for the Products. CCI’s prices set forth on the front of the invoice do not include such taxes, fees or charges. Exemption certificates must be presented to CCI prior to shipment if they are to be honored.
CCI will add an additional 5% convenience fee/surcharge for all customers that utilize credit cards as a form of payment. This notification will serve as the communication per the requirements of Visa, MasterCard, American Express and Discover for rules to display a notice of surcharge at the point of sale.
4. Payment Terms:
Payment Terms: Unless otherwise specified, the payment terms are 30 days from the date of the invoice. CCI, 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 1.5% 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. Customer’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, CCI shall have no continuing obligation to deliver Products on credit, and any credit approval may be withdrawn by CCI at any time and without prior notice. CCI retains (and Customer grants to CCI 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. Customer agrees additional documents necessary to perfect such security interest.
If a sale is to occur, or the Product is to be shipped, outside the United States, Customer acknowledges and agrees that the amount due CCI is contracted in U.S. Dollars and that payment in U.S. Dollars is of the essence. Any payment by Customer in local currency or receipt by CCI of local currency as a consequence of enforcement procedures against Customer will be deemed an authorization for CCI 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 Customer’s country in order to convert the currency into U.S. Dollars and apply the proceeds to the payment of any amounts owed to CCI by Customer. Any deficiency as a result of such conversion of payment into U.S. Dollars shall be the responsibility of the Customer.
Any returns of Product purchased hereunder, for any purposes including Products that are claimed to be defective, shall be governed by CCI’s Product Return policies in effect on the date of the invoice, or as otherwise provided by CCI to Customer in writing.
7. Limitation of Liability:
CCI 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 Customer 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 Customer to third parties, even if CCI 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 final, complete and exclusive agreement of the parties with respect to all sales by CCI to Customer and shall supersede all prior offers, negotiations, understandings and agreements. Unless Customer and CCI 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 understating, whether written or oral, shall contradict, modify, supplement or explain these terms or 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 CCI. Any waiver by CCI 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 or conditions that is prohibited or unenforceable under the laws of the State of Michigan shall be ineffective 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 State of Michigan. The venue for any disputes arising out of any sales agreement shall be, at CCI’s sole and exclusive options, Dickinson County, Michigan.
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