These terms and conditions will supersede any provisions, terms, and conditions contained on any purchase order or other written form you may use or provide. The rights of the parties will be governed exclusively by these provisions, terms, and conditions.
Quotation and Acceptance
Acceptance of a quotation, whether by a separate purchase order or by other means, constitutes an acknowledgement and approval of the quotation as written and an acceptance of these Terms and Conditions. Written quotations expire on the date specified in the quotation or thirty (30) calendar days from the date issued if no date is specified. CCS may, by written notice, terminate a quotation at any time prior to acceptance. Any purchase order received after expiration of a quotation, which we honor, will be subject to all these Terms and Conditions.
Electronic submittal of drawings for approval, if required, will be made after receipt of complete information from you. Return of approved drawings to CCS constitutes notice to us to proceed with manufacturing. If your order is conditioned upon "engineer approval", we require written notification from you in the form of approved submittal data. Projects that have been submitted but have had no activity for 6 months are subject to cancellation fees.
All software to be developed, devices, designs (including drawings, plans and specifications), estimates, prices, notes, electronic data and other documents or information prepared or disclosed by us will remain the sole intellectual property of CCS. Following acceptance and final payment, we will grant to you exclusive license to use such material for the your internal purposes only.
CCS will not be liable for failure to deliver or perform, for any delay in the performance of orders or contracts, or in the delivery of shipment of goods, or for any damage suffered by you due to such delay or failure, when the delay or failure is, directly or indirectly, caused by or arises from delays of suppliers or carriers or any other cause beyond our control.
Prices and Taxes
All project prices are "F.O.B. Shipping Point, Freight Prepaid and Add" unless stated otherwise. In other words, we will not pay for the freight to your project site. You will bear all risk of loss while items are in transit. Non-project or replacement parts are shipped prepaid and added to any service related invoices. Any costs associated with delayed shipments and additional freight for alternate storage will be your responsibility. Prices do not include sales, excise, municipal, state, or any other governmental taxes. You will be responsible for all taxes.
The credit terms specified on the quotation are subject to our continuing approval of your credit. CCS may withdraw the extension of credit and require modified payment terms if, in our sole judgment, your credit or financial standing is impaired to the point where we deem it insecure.
Title, Risk of Loss, Inspection of Equipment
Title and risk of loss to the equipment will pass to you upon delivery of the equipment to the carrier. You need to immediately inspect equipment upon receipt and note any damages on the carrier's bill of lading at time of receipt. We are not liable for any shortages or nonconformance unless you notify us within three (3) business days of receipt of the equipment.
Changes, Cancellations, Returns
All changes, cancelations, or returns must have our prior written approval, are conditional on compliance with manufacturer's cancellation/return policies, and are subject to restocking fees and service charges. Authorized returned equipment must be packaged and shipped prepaid to manufacturer. CCS reserves the right to impose a 25% cancellation fee to cover design and engineering costs. Custom manufactured panels will have a 100% cancellation fee if thy are in production or material has been purchased.
You are obligated to pay CCS the full purchase price as set forth in our documentation. Freight, storage, insurance and all taxes, duties or other governmental charges relating to the equipment will be paid by you unless provided otherwise in our documentation. If, for some reason, CCS is required to pay any such charges, you will immediately reimburse us. All payments are due within 30 days after receipt of invoice. You will be charged the lower of 1.5% interest per month or the maximum legal rate on all amounts not received by the due date. Retainage of any invoiced amount is unacceptable unless specifically agreed to in writing at the time of order, and will not exceed a period of 120 days.
Indemnification and Default
In addition to all other amounts due, you will reimburse CCS in full for all collection costs or charges, including reasonable attorney fees, which we may incur in the collection of past due amounts from you , including interest on overdue accounts. It you are in default under this or any other agreement with CCS, we may defer performance until such default is remedied. We will have no obligation to provide factory startup assistance and/or factory training until all invoices (including retentions) for equipment have been paid in full.
CCS will retain a security interest in the equipment until the full purchase price has been paid. Your failure to pay any amounts due will give us the right to possession and removal of the equipment after providing ten (10) days written notice. Such possession will be without prejudice to any other remedies we may have.
Please refer to our Limited Warranty to see what is and is not covered and how to obtain service.
Applicable Law and Forum
The venue for all disputes between you and CCS will be in the St. Louis County District Court in the State of Missouri. You agree to submit to such jurisdiction and agrees that the dispute will be governed by Missouri law.
These Terms and Conditions are subject to change.