Click to request a PDFThe following terms and conditions (“Terms”) shall be the only terms that apply to and govern any purchase order accepted by Continuous Computing Corporation (“CCPU”), despite any different or additional terms or conditions contained in Customer’s purchase order form or otherwise specified by Customer, unless Customer has another valid agreement with CCPU covering the Product(s) referenced in the attached quotation.

1. Definitions

  • (a) “Bundled Software” means machine-readable instructions and data (and copies thereof) including middleware and firmware that is included with Hardware, and related updates and upgrades, user documentation, user manuals, and operating procedures.
  • (b) “Hardware” means communications devices and equipment, related documentation, accessories, and parts.
  • (c) “Product” means the Hardware listed in the attached quotation along with Bundled Software, if any.
  • (d) “Specifications” means technical information about Products, including user manuals, user documentation and technical data sheets.

2. Prices

CCPU’s quotation constitutes an offer to sell Product upon these Terms. Prices are valid for the period set forth in the attached quotation. Prices are exclusive of, and Customer will pay, all taxes, duties, levies or fees, or other similar charges imposed on CCPU or on the Customer by any taxing authority (other than taxes based on CCPU’s income), unless Customer has provided CCPU with a resale or exemption certificate in a form satisfactory to CCPU.

3. Orders

Orders will be governed by these Terms and are subject to acceptance by CCPU. Orders must be in writing, stating the quantities and descriptions of Product required, applicable purchase prices, requested delivery date and billing/shipping instructions. If the requested delivery date is different than the date specified in the quote, such date is subject to CCPU’s express written approval. All Orders are non-cancellable, however each Order may be rescheduled one time for a maximum of 90 days provided that the rescheduling request is received within six (6) weeks of the original delivery date.

4. Delivery

CCPU will make reasonable efforts to meet the agreed delivery date. If CCPU is unable to meet the delivery date, Customer’s sole remedy is to cancel the order. CCPU shall not be liable for any late delivery penalties.

5. Shipment, risk of loss or damage, and title

CCPU will pack all Products for shipping in accordance with standard commercial practices. Delivery shall be made EXW CCPU Factory. Unless Customer has specified a carrier in its purchase order, CCPU will select the carrier with the express understanding that the carrier is not the agent of CCPU.

6. Acceptance

All Products sold by CCPU shall be deemed accepted by Customer at the time of delivery. Notwithstanding the foregoing, if Customer notifies CCPU in writing within five (5) days of receipt of a Product that such Product is defective, and if Customer complies with the procedures governing the return of the goods, CCPU shall either repair or replace such nonconforming Product, at its option, within a reasonable period of time.

7. Payment

Subject to credit approval, Customer shall pay, without offset, all invoiced amounts within thirty (30) days of CCPU’s invoice date. Invoices not paid within such thirty (30) day period shall be considered overdue and will be subject to a late charge assessed at a rate equal to the lower of 1.5% of the unpaid balance per month or the maximum rate allowed by applicable law. CCPU may discontinue performance if Customer fails to pay any sum due, if, after ten (10) days written notice, payment in full has not been made.

8. Limited warranty; Disclaimer

CCPU warrants to Customer, as the original owner, for a period of twelve (12) months from the date of shipment (the “Warranty Period”) that Hardware will be free from defects in materials and workmanship under normal use during the Warranty Period and that it will materially conform to its Specifications. If Customer discovers a defect in the Hardware during the Warranty Period, as Customer’s sole and exclusive remedy for breach of warranty, CCPU will repair or, at CCPU’s option, replace the defective Hardware with new or like-new Hardware at no charge, provided Customer follows the procedures outlined in the RMA Policy and Process available at the company’s website at www.ccpu.com. This limited warranty does not apply to any claims resulting from: a) improper or inadequate maintenance; b) Customer or third-party supplied software, supplies or other products; c) unauthorized modification; d) improper use or operation outside of the Specifications for the Product; e) abuse, negligence, accident, loss or damage in transit; or f) improper site preparation, or environmental conditions that do not conform to site specifications. THE FOREGOING WARRANTY IS IN LIEU OF, AND CCPU DISCLAIMS, ALL OTHER WARRANTIES, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CCPU DOES NOT WARRANT THE OPERATION OF PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE.

9. Limitation of liability and remedies

IN NO EVENT WILL CCPU’S LIABILITY IN CONNECTION WITH THE PRODUCTS OR OTHERWISE EXCEED THE AMOUNTS ACTUALLY PAID TO CCPU FOR THE PRODUCTS GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE. CCPU SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND ARISING IN ANY WAY, EVEN IF CCPU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY OF ITS ESSENTIAL PURPOSE. THE REMEDIES IN THESE TERMS ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES.

10. General

  • a) Neither party shall be liable for delays or failure to meet its obligations pursuant to this Agreement due to causes beyond the party’s reasonable control and not caused by the negligence of such party.
  • b) Customer may not assign any rights or obligations hereunder without prior written consent from CCPU, and any such assignment shall be null and void.
  • c) Bundled Software provided to Customer may only be used when operating the associated Product in configurations as sold or subsequently upgraded by CCPU. Customer may transfer Bundled Software only upon transfer of the associated Product. In all cases, title to Bundled Software shall remain with CCPU and its licensors, if any.
  • d) Customer who exports, re-exports or imports Products, technology or technical data purchased hereunder, assumes responsibility for complying with applicable laws and regulations, and for obtaining required export and import authorizations.
  • e) CCPU may suspend performance if Customer is in violation of any applicable law or regulation.
  • f) The rights and obligations of the parties shall be governed by and construed in accordance with the laws of the United States and the State of California as applied to agreements made, entered into and to be performed entirely within California between California residents. The 1980 U.N. Convention on Contracts for the International Sale of Goods shall not apply.
  • g) If any dispute or controversy between the parties arises out of or is related to these Terms, whether in contract or tort, such controversy shall be subject to the exclusive jurisdiction in any state or federal court located in San Diego County, California.
  • h) If any term or provision herein is determined to be illegal or unenforceable, the validity or enforceability of the remainder of the terms or provisions herein will remain in full force and effect.
  • i) These Terms and any related quotation constitute the entire agreement between CCPU and Customer, and supersede any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder.

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