----- Effective as of July 15, 2013 -----
This Standard Terms and Conditions for Sale Agreement (“Agreement”) contains the terms and conditions that apply to any ClearBOX order, purchase, receipt, delivery or use of any products from ClearCenter Corporation or any of its subsidiaries or affiliates (collectively, “ClearCenter”). By accepting delivery of the product(s) purchased from ClearCenter and described on your invoice, you agree to be bound by and accept the following terms and conditions. Any attempt to alter, supplement or amend this document or to enter an order for a product(s) that is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both you and ClearCenter. These terms and conditions are subject to change without prior written notice at any time, in ClearCenter's sole discretion.
1. In this Service Agreement, "you", "your", and "Customer" refer to each customer and "us", "our", "we", and "Provider" refer to ClearCenter.
2. Payment Terms, Orders, and Interest. Advertised prices are in U.S. dollars and, unless otherwise noted, exclude shipping, handling and any taxes that may be imposed by the legal authority that governs the jurisdiction in which you reside. Terms of payment are within ClearCenter's sole discretion, and unless otherwise agreed to in writing by ClearCenter, payment must be received by ClearCenter before ClearCenter's acceptance of an order. Invoice amounts are due and payable within the period noted on the invoice, measured from the date of the invoice. ClearCenter may invoice parts of an order separately. You agree to pay interest on all past-due sums at the highest rate allowed by law. ClearCenter is not responsible for pricing, typographical or other errors in any offer by ClearCenter and we reserve the unilateral right to cancel any orders resulting from such errors.
3. Taxes. Unless otherwise indicated on the face of the invoice, you are responsible for paying all taxes associated with your order.
4. Shipping, Title and Risk of Loss. Shipping and handling are additional unless otherwise expressly indicated at the time of sale. Loss or damage that occurs during shipping by a carrier selected by ClearCenter is ClearCenter's responsibility. Loss or damage that occurs during shipping by a carrier selected by you is your responsibility. Title to software remains with the licensor of the software. Your use of software is subject to license agreements applicable to the software. Shipping dates are only estimates. You must notify ClearCenter of damaged or missing items from your order within fourteen (14) calendar days after you receive your product.
5. Return Policy. You may return ClearCenter-branded products purchased directly from ClearCenter in accordance with ClearCenter's Return Policy, which may be viewed at the following URL:http://www.clearcenter.com/Hardware/hardware.html. Please keep in mind that, among other things, you: (a) must contact us directly before you attempt to return the product; (b) must return the product to us in its original or equivalent packaging; and (c) are responsible for risk of loss and shipping and handling fees for returning or exchanging product. Additional fees may apply.
6. Limited Product Warranty for Domestic Customers and Disclaimer of Warranties. THE LIMITED PRODUCT WARRANTY APPLICABLE TO CLEARBOX-BRANDED PRODUCTS MAY BE VIEWED ON-LINE AT THE FOLLOWING URL: http://www.clearcenter.com/Hardware/hardware.html. THERE ARE NO WARRANTIES FOR SOFTWARE, SERVICES OR NON-CLEARBOX BRANDED PRODUCTS, WHICH PRODUCTS AND SERVICES ARE PROVIDED “AS IS”. WARRANTY AND SERVICE FOR NON-CLEARCENTER OR CLEARBOX BRANDED PRODUCTS, IF ANY, ARE PROVIDED BY THE ORIGINAL MANUFACTURER, AND NOT BY CLEARCENTER. CLEARCENTER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EXCEPT THOSE STATED IN THIS SECTION AND IN CLEARCENTER'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. ANY SUCH WARRANTY WILL BE EFFECTIVE DURING THE RELEVANT PERIOD, AND CLEARCENTER WILL BE OBLIGATED TO HONOR ANY SUCH WARRANTY ONLY UPON CLEARCENTER'S RECEIPT OF PAYMENT IN FULL FOR THE ITEM TO BE WARRANTED.
7. Limited Product Warranty for International Customers and Disclaimer of Warranties. The standard warranty stated above in Section 6 applies to ClearCenter-branded products shipped to a country outside of the United States, provided that customers outside of the United States are responsible for paying all freight charges incurred in shipping, importing/exporting, receiving replacement products and parts and for arranging and paying for the shipment of any defective part(s) back to ClearCenter. All international customers are responsible for all customs duties, VAT and other associated taxes and charges. THE WARRANTY DISCLAIMER ABOVE IN SECTION 6 ALSO APPLIES TO INTERNATIONAL CUSTOMERS.
8. LIMITATION OF LIABILITY. CLEARCENTER DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE, FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. CLEARCENTER WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES BUNDLED WITH THE PRODUCTS, CLEARCENTER IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT YOU PAID FOR THE PURCHASE GOVERNED BY THIS AGREEMENT.
9. Software. All software is provided subject to the license agreement that is part of the package you receive from ClearCenter. You agree to be bound by the license agreement once the package is opened or its seal is broken. ClearCenter does not warrant any software under this Agreement.
10. Products. ClearCenter continually upgrades and revises its products and service offerings. ClearCenter may revise and discontinue products at any time without prior notice to customers. ClearCenter will ship products that have the functionality and performance of the products ordered, but changes between what is shipped and what is described in a specification sheet are possible. The parts and assemblies used in building ClearCenter products are selected from new and equivalent-to-new parts and assemblies in accordance with industry practices. Spare parts may be new or reconditioned. The quoted ClearCenter SKU numbers for ClearCenter-branded hardware products are of the quality specified by ClearCenter on its website and conform in all material respects with the ClearCenter product specification current on the date such products were shipped.
11. Binding Arbitration. You and ClearCenter agree that any claim, dispute or controversy, whether in contract, tort or otherwise, and whether preexisting, present or future, and including statutory, common law, intentional tort and equitable claims (“Dispute”) against ClearCenter, its shareholders, directors, employees, agents, successors, assigns or affiliates arising from, in connection with or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), ClearCenter's advertising or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (available via the Internet at http://www.arb-forum.com, or via telephone at 800.474.2371) under its Code of Procedure then in effect. This transaction involves interstate commerce, and this provision shall be governed by the Federal Arbitration Act 9 United States Code, sections 1-16. Any award of the arbitrators shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. YOU UNDERSTAND THAT, IN THE ABSENCE OF THIS PROVISION, YOU WOULD HAVE HAD A RIGHT TO LITIGATE DISPUTES THROUGH A COURT, INCLUDING THE RIGHT TO LITIGATE CLAIMS ON A CLASS-WIDE OR CLASS-ACTION BASIS, AND THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THOSE RIGHTS AND AGREED TO RESOLVE ANY DISPUTES THROUGH BINDING ARBITRATION IN ACCORDANCE WITH THIS SECTION.
12. Applicable Law and Not for Resale. You agree and represent that you are buying the products governed by this Agreement for your own use and not for resale.
13. Governing Law. This Agreement and any sales hereunder shall be governed by the laws of the state of Utah, without regard to conflicts of laws principles, and excluding the United Nations Convention on the International Sale of Goods.
14. Export. You acknowledge that the purchased goods licensed or sold under this Agreement, and the transaction contemplated by this Agreement, which may include technology and software, are subject to the customs and export control laws and regulations of the United States, and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received. Further, under United States law, the goods shipped pursuant to this Agreement may not be sold, leased, or otherwise transferred to restricted countries or utilized by restricted end-users or an end-user engaged in activities related to weapons of mass destruction, including activities related to the design, development production or use of nuclear weapons, materials, facilities, missiles or the support of missile projects, and chemical or biological weapons. You agree not to provide any written regulatory certifications or notifications on behalf of ClearCenter. ClearCenter has not tested product for use in high-risk activities including any life sustaining, chemical, or mission critical use. CLEARCENTER WILL NOT HAVE ANY LIABILITY FOR ANY DAMAGES ARISING FROM THE USE OF THE PRODUCTS IN ANY HIGH RISK ACTIVITY, INCLUDING THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, MEDICAL SYSTEMS, LIFE SUPPORT OR WEAPONS SYSTEMS.
15. Miscellaneous Provisions. You will not register or use any Internet domain name that contains an ClearCenter trademark or trade name (i.e., ClearCenter) in whole or in part or any other name that is confusingly similar thereto. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom. If any term of this Agreement is found by a court of competent jurisdiction to be unenforceable, the enforceability of the remaining provisions shall not be affected or impaired.