These Terms of Sale (together with the quotation, proposal, invoice or similar document in which they are incorporated or attached (the “Quotation”), collectively, this “Agreement”) comprise the entire agreement between Carolina Components Group, Inc. (“CCG”) and the entity named on the Quotation (“Customer”) for the sale of products and any services (“Products”) set forth on the Quotation. This Agreement supersedes any contracts, agreements or understandings (oral or written) of the parties with respect to the subject matter of this Agreement and may be amended only upon written agreement of both parties. No Customer purchase order terms are binding on CCG. In the event of any conflict between the Quotation and these Terms of Sale, these Terms of Sale shall control unless the Quotation expressly identifies the clause herein to be modified. The Quotation and this Agreement is noncancellable.
Expiration: An offer in a Quotation is valid for a 30-day period and only becomes effective upon both parties’ signatures.
Invoicing: Terms of payment are 30 days from date of invoice. CCG may apply a late payment interest rate of 12% per year for any overdue payment and may also suspend any orders or deliveries in progress until such payment and any accrued late payment interest is received in full. All pricing excludes applicable taxes, shipping, and customs costs. Terms are subject to credit approval. Customer shall not withhold payment of any amounts due and payable hereunder by reason of any set-off of any claim or dispute with CCG.
Delivery: Unless otherwise agreed in the Quotation: (a) Products are shipped using CCG’s standard packaging and shipping methods, for which fees may apply, (b) delivery of Products shall be made CPT Customer’s Ship-To Address (INCOTERMS® 2020), (c) shipping costs shall be prepaid by CCG and added to its invoice to Customer, and (d) title to Products shall pass to Customer upon their arrival at the destination. Delivery dates provided by CCG are non-binding. CCG is not liable for delays, loss, or damages in transit.
Customer Obligations: Customer shall: (a) hold, use and dispose of Products and other materials provided by CCG in accordance with all applicable laws, rules and regulations.; (b) comply with all instructions, specifications, use statements or conditions of use made available by CCG, including but not limited to Product data, Product information, safety data sheets, limited use information and labelling (“Use Documents”), and (b) properly test, use, manufacture and market products and/or materials produced with Products. Customer acknowledges that Products are not tested for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use. Customer is solely responsible for: (i) compliance with all applicable regulatory requirements and generally accepted industry standards, and (ii) conducting all necessary testing and verification. Customer is responsible for all cost relating to destruction of materials, components or any articles pertaining to the Products, including hazardous waste charges.
Termination for Breach In the event of material breach by either party of this Agreement, the other party may notify the breaching party of such breach and the breaching party will have forty-five (45) calendar days from receipt of such notice to cure such breach, except for payment breaches, for which the breaching party will have fifteen (15) calendar days from receipt of such notice to cure such breach. If the breaching party does not cure any breach within the applicable time period, the other party may, at its discretion: (a) terminate this Agreement for cause and with immediate effect upon simple written notification, without any other formality and without prejudice to any damages it might claim; or (b) cancel any Product orders in progress that are not yet completed without liability or penalty.
Force Majeure: Neither party shall be liable to the other party for any failure or delay in performing its obligations under this Agreement (other than payment obligations hereunder) caused by a Force Majeure, as defined below. Any such failure or delay shall not give either party the right to terminate this Agreement except that, if such Force Majeure continues for a period exceeding three (3) months, either party may terminate this Agreement upon thirty (30) days’ prior written notice. In the event of a termination because of a Force Majeure, CCG shall be entitled to payment for accrued amounts due in accordance with the terms of this Agreement prior to the effective date of termination. “Force Majeure” means any cause beyond the reasonable control of the affected Party, including without limitation acts of God, fires, floods or weather, strikes or lockouts, factory shutdowns, embargoes, wars, hostilities, riots, terrorism, epidemics, pandemics, or shortages in goods or transportation.
Warranty. (a) CCG warrants that Products shall be delivered free of material defects in material and workmanship, and otherwise in material conformance with applicable specifications, for a period of 30 days after the date of shipment (the “Warranty Period”) (b) If a nonconformity to the foregoing warranty is discovered in the Products during the Warranty Period, under normal and proper use and provided the Products have been properly stored, installed, operated and maintained and written notice of such nonconformity is provided to CCG promptly after such discovery and within the Warranty Period, CCG shall, at its option and as Customer’s sole remedy, either: (i) repair or replace the nonconforming portion of the Products or (ii) refund the portion of the price applicable to the nonconforming portion of Products. (c) In no event shall CCG be responsible for gaining access to the Products, disassembly, reassembly or transportation of the Product or parts from or to the place of installation, all of which shall be at Customer risk and expense. CCG shall have no obligation hereunder with respect to any Products which (i) have been improperly repaired or altered; (ii) have been subjected to misuse, negligence or accident; (iii) have been used in a manner contrary to CCG’s instructions; (iv) are comprised of materials provided by or a design specified by Customer; or (v) have failed as a result of ordinary wear and tear. Products supplied by CCG but manufactured by others are warranted only to the extent of the manufacturer’s warranty, and only the remedies, if any, provided by the manufacturer will be allowed. Customer shall not return Products without CCG’s prior written consent.
Returns. Customer shall not return Products without CCG’s prior written consent and receipt of an RMA number from CCG. Requests for returns must be made within the Warranty Period. Seller reserves the right to inspect Products at Purchaser’s location and/or require disposal instead of return. All returns must comply with CCG’s instructions and may be subject to a restocking charge. Certain Products (such as custom Products) may not be returned under any circumstances. Title to returned Products shall transfer to CCG upon acceptance at the facility designated by CCG. Returned Products must be in their original form, content, and packaging, with the original label affixed and the RMA number on the outside of the package. Customer agrees to email the tracking information for returns to Customer’s contact at CCG. Unless otherwise agreed by CCG, Customer is responsible for all return shipping expenses. Returns must be shipped by Customer within 10 days of receipt of the RMA number.
Disclaimer; Limitation on Liability: (a) EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THESE TERMS OF SALE, CCG EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (b) CCG SHALL NOT BE LIABLE TO CUSTOMER, UNDER CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUES OR LOST BUSINESS OPPORTUNITY, WHETHER CHARACTERIZED AS DIRECT OR INDIRECT DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE TOTAL LIABILITY, IN THE AGGREGATE, OF CCG AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, AND ANY OF THEM, TO CUSTOMER AND ANYONE CLAIMING BY OR THROUGH CUSTOMER, FOR ANY AND ALL CLAIMS, LOSSES, COSTS OR DAMAGES IN ANY WAY RELATED TO THIS AGREEMENT FROM ANY CAUSE OR CAUSES SHALL NOT EXCEED THE TOTAL PAYMENTS MADE TO CCG UNDER THIS AGREEMENT FOR THE PRODUCTS GIVING RISE TO THE LIABILITY.
Indemnification: Customer will indemnify, defend and hold harmless CCG, its affiliates, and each of their respective directors, officers, employees, independent contractors and agents from all damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) suffered or otherwise incurred by any of them arising from, and in connection with or otherwise relating to: (a) the gross negligence or willful misconduct of Customer, its affiliates or any of its and their respective employees, subcontractors, agents or representatives; (b) a breach of this Agreement by Customer; or (c) the manufacture, promotion, marketing, distribution or sale of, or use of or exposure to, any product containing or developed using any Product purchased under this Agreement.
Governing Law: This Agreement is governed by and construed in accordance with the laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of North Carolina, in each case located in Wake County, North Carolina, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
Independent Contractors. The relationship between the parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties.
Export Control. Customer agrees to comply with all export control and economic sanctions laws and regulations, including all export and re-export control laws and regulations (the “Export Laws”). Customer shall not directly or indirectly use, export, re-export, release, or transfer any Products or related materials in violation of the Export Laws, nor shall Customer cause CCG to violate the Export Laws. Customer represents and warrants that neither it nor any of its affiliates or owners are a “Sanctioned Person,” meaning any individual or entity: (1) named on any relevant governmental denied or restricted party list, including but not limited to: the Office of Foreign Assets Control (“OFAC”) List of Specially Designated Nationals and Blocked Persons, the OFAC Sectoral Sanctions Identifications List, and the sanctions lists under any other applicable Export Laws; or (2) organized under the laws of, ordinarily resident in, or physically located in a jurisdiction subject to comprehensive sanctions administered by OFAC (currently Cuba; Iran; North Korea; Syria; and the Crimea, People’s Republic of Donetsk, and People’s Republic of Luhansk regions of Ukraine/Russia). Customer shall notify CCG immediately if, during the term of this Agreement, it or any of its affiliates or owners becomes a Sanctioned Person.
Survival: The provisions in this Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the Sections entitled Governing Law, Disclaimer; Limitation on Liability, Indemnification, and Survival.
