This Agreement contains the terms and conditions that apply to product purchases from C-Lutions, Inc. (C-Lutions) by you. These terms and conditions apply unless you have signed a separate purchase agreement with C-Lutions. These terms and conditions are subject to change without prior written notice at any time, in C-Lution's sole discretion.
1. Exclusive Agreement
This Agreement represents the complete and final agreement between you and C-Lutions for product purchases and shall be supplemented only by 1) prices and quantities set forth in C-Lutions invoice for the sale and 2) for computer systems manufactured by C-Lutions, the C-Lutions Warranty Statement. This Agreement replaces any prior oral or written communications between us concerning your acquisition of products from C-Lutions. Any alternation contained in any other document including your purchase orders, offers to buy, terms and conditions, and the like are void and shall have no effect.
You accept this Agreement by 1) ordering a product from C-Lutions, 2) accepting delivery of a product, or 3) making any payment for a product.
3. Governing Law and Jurisdiction
This Agreement is governed by the laws of the Commonwealth of Virginia without regard to conflict of law principles. We both agree that this agreement is deemed to be entered in the Commonwealth of Virginia. We both agree and consent that the appropriate court of the Commonwealth of Virginia located in Loudoun County Virginia or the Federal District Court for the Eastern District of Virginia shall have jurisdiction and shall be the proper venue for determination of all controversies and disputes arising hereunder. You waive all defenses you may have to that jurisdiction and venue.
4. Payment terms; Interest; Taxes
Terms of payment are within C-Lutions' sole discretion, and unless otherwise agreed to by C-Lutions, payment must be received by C-Lutions prior to C-Lutions' acceptance of an order. Invoices are due and payable in U.S. Dollars within the time period in calendar days specified on the invoice, measured from the date of the invoice. Invoice date shall be the date of shipment of product to you. C-Lutions may invoice parts of an order separately.
5. Security Interest
Net terms, if offered, shall be based on receipt of funds at C-Lutions' offices. You agree to pay the lesser of 2% monthly interest, compounded daily, or the maximum rate allowable by law on the full balance of any overdue accounts. You agree that your failure to make timely payments may result in such action as commencement of proceedings for collection, revocation of credit, stoppage of shipment, delay or cessation of future deliveries, and repossession of unpaid delivered goods. You agree to pay any and all costs, including attorney's fees for collection of overdue amounts.
You are responsible for sales and all other taxes associated with an order, however designated, except for C-Lution's franchise taxes and taxes on C-Lutions' net income.
If net terms are offered by C-Lutions, you give C-Lutions a purchase money security interest and right of possession in the products until you make full payment. You agree to execute any additional documents as necessary to perfect such security interest.
Title to products, except software, passes to you when all outstanding balances due C-Lutions are paid in full. All risk of loss or damage passes to you upon delivery to you or to your representative. Loss or damage that occurs during shipment by a carrier selected by C-Lutions shall be C-lutions' responsibility. Loss or damage that occurs during shipment by a carrier selected by you shall be your responsibility. You shall notify C-Lutions promptly, in no event later than five (5) business days after delivery, of any claimed shortage(s) or rejection as to any delivery. Such notice shall be in writing with reasonable detail for the grounds thereof. C-Lutions shall not be responsible for any shipment delays beyond the reasonable control of C-Lutions.
7. Return Policies
- C-Lutions offers a twenty (20) calendar day return policy on selected items based on manufacturer return policies.
- You must have a Return Merchanside Authorization (RMA) number before shipping your product back to C-Lutions. Returns may not be accepted without a valid RMA number.
- All products returned must be complete, in original packaging, and in resalable condition.
- Shipping charges on returned items are your responsibility
- Shipping and handling charges will not be refunded or credited.
- Defective products can be returned within 20 calendar days to C-Lutions for credit, exchange, replacement, or repair. Due to manufacturer's restrictions, some products are accepted for repair only. After examining and testing a returned product, if C-Lutions determines that a returned product is not defective, of the defect was caused by misuse, abuse, accidents, viruses, or unauthorized service or parts, C-Lutions will notify you, return the product at your expense, and charge you for examination and testing.
- A 15% restocking fee may be charged on non-defective returned items, including refused shipments.
- After 20 calendar days, only manufacturers' warranties apply.
You are entitled to the manufacturer's limited expressed warranty, if any, that accompanies the product. C-Lutions makes no additional or independent warranty. With the exception of computer systems manufactured by C-Lutions, C-Lutions disclaims all representations and warranties, express or implied, as to the products sold, including, but not limited to, any implied warranty or merchantability or fitness for a particular purpose. C-Lutions will not be liable for any damage, loss, cost or expense for breach of warranty. Computer systems manufactured by C-Lutions are covered under a separate warranty statement.
You agree to abide by all license provisions or end user agreements imposed by the manufacturer or publisher of software, including software that is imbedded within product. C-Lutions does not warranty any software under this agreement. Title to software remains with the applicable licensor(s).
10. Limitation of Liabilities
You agree that C-Lutions shall not be liable under any circumstances for any special, consequential, incidental, exemplary, punitive, or other damages arising out of or in any way connected with this agreement or the product(s), including, but not limited to, damages for lost profits, lost opportunity, loss of use, lost data or for any damages or sums paid by you to third parties, even if C-Lutions has been advised of the possibility of such damages. The foregoing limitation of liability shall apply whether any claim is based on principals 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. You agree that the maximum liability of C-Lutions shall be the amount paid for a product.
All of your rights and all of C-Lutions' obligations are valid only in the United States of America. C-Lutions will not process any orders for deliver to addresses that are not in the United States of America. If products are being purchased by you for the purposes of export, you agree to comply with all applicable export procedures and laws. In addition, manufacturers' warranties for exported goods may vary or even be null and void.
Any waiver by C-Lutions or 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 partial invalidity of unenforceability, and no failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude later enforcement.
13. Dispute Resolution
ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) AGAINST C-LUTIONS, its agents, employees, successors, assigns or affiliates (collectively for purposes of this paragraph, "C-Lutions") arising from 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), C-Lutions' advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (NAF) under its Code of Procedure then in effect (available via the Internet at http://www.arbitration-forum.com, or via telephone at 1-800-474-2371). The arbitration will be limited solely to the dispute or controversy between you and C-Lutions. Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.
If a Product is quoted at an incorrect price due to typographical error or error in pricing information: 1) C-Lutions has the right to refuse or cancel any orders placed for Product quoted at the incorrect price, even if C-Lutions has confirmed receipt of the order and charged your credit or debit card; and 2) if C-Lutions has charged your credit or debit card but subsequently canceled your order, C-Lutions will issue a credit to your credit or debit card account for the amount charged.
If any provision of this Agreement is held to be invalid by any law, rule, order or regulation of any government or by the final determination of any state or federal court, such invalidity shall not affect the enforceability of any other provision of this Agreement.
You may not assign your rights or obligations under this Agreement without C-Lutions written consent.
C-Lutions will only process orders to addresses in the United States of America that can be verified according to C-Lutions' standards.
If a bank returns your check, you will be assessed $35.00 for each check returned.
Nothing in this agreement affects any statutory rights of consumers that cannot be waived or limited by contract.
The section headings are used for convenience of reference only and do not form part of this Agreement.
Revision - Jan 01, 2002