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Terms & Conditions

 Corporate Headquarters

The following terms and conditions govern the sale of Applied Control Concepts ("ACC") Products and Support.

1. Orders
All orders are subject to acceptance by ACC. Product orders must specify Delivery within ninety (90) days from order date, unless otherwise agreed or quoted by ACC. Unless you and ACC, or one of it's subsidiary companies (hereafter "we", "us") have executed a separate sales agreement, then, unless such separate agreements are referenced in your order, these terms and conditions will govern our sale of products to you and by placing an order with us you agree to be bond by these terms with regard to that order. The preprinted terms of any documents, such as purchase orders, that you may submit to us in conjunction with an order for products will not alter, change or add to these terms, regardless of how we acknowledge or accept your order. All orders are subject to acceptance by us, and once accepted, an order cannot be cancelled, modified or rescheduled without or consent.

2. Delivery
ACC will make reasonable efforts to meet Customer's Delivery requirements. If ACC is unable to meet Customer's Delivery requirements, alternative arrangements may be agreed. In the absence of such agreement, Customer's sole remedy is to cancel the order.

3. Shipping, Risk of Loss or Damage, and Title
ACC will ship according to ACC's standard commercial practice, and risk of loss or damage and title will pass from ACC to Customer upon delivery to the ACC designated carrier for shipment to Customer or its designated location. Thereafter, Customer assumes the risk of loss or damage and title will pass to Customer. Shipping and handling are additional unless otherwise expressly indicated at time of sale. If Customer requested special packing, or shipping instructions are agreed to by ACC, charges will be billed separately to Customer. Customer must notify ACC within ten (10) days of the date of the invoice if any part of the purchase is incorrect or damaged.

4. Customer Acceptance
Product acceptance by Customer occurs upon shipment from ACC. For Products with installation included in the purchase price, acceptance by Customer occurs upon completion of installation by ACC. If customer schedules or delays installation by ACC more than thirty (30) days after delivery, Customer acceptance of the Product(s) will occur on the 31st day afterDelivery.

5. Payment
Payment terms are subject to ACC credit approval. Unless otherwise stated, payments are due thirty (30) days from ACC's invoice date. ACC may invoice parts of an order separately. Invoices for contractual support services and maintenance will be issued in advance of the Support period. ACC may discontinue performance if Customer fails to pay any sum due, or fails to perform under this or any other ACC agreement if, after ten(10) days written notice, the failure has not been cured. Amounts delinquent beyond the payment due date are subject to a 1.5% per month late fee prorated for the number of days past due. In addition to our other rights, ACC reserves the right to cancel or suspend delivery of all or part of an existing order if you are delinquent in any outstanding payments due to us that are outside of the established terms. For new customers who may be new to ACC or not meet ACC's qualifications for net terms approval, or in the case of an expedited shipment and extended terms may not be available, other forms of payment may be required including credit card (with a 3.5% fee), cash on delivery (COD), prepayment or bank wire transfer.

6. Warranty
ACC warrants that for a period of one (1) year from the date of ACC's shipment of Hardware to Customer, its Hardware is free from defects in material and workmanship and conforms to Specifications. Some newly manufactured ACC Products may contain and ACC Support may use remanufactured parts, which are equivalent to new in performance. The warranty period for Hardware is a specified, fixed period commencing on its date of Delivery, or the date of installation if installed by ACC. ACC warrants for a period of ninety (90) days from the date of ACC's shipment of Software to Customer, that Software will not fail to execute its programming instructions due to defects in materials and workmanship when properly installed and used on the Device designated by ACC. ACC further warrants that ACC owned standard Software will substantially conform to Specifications. ACC does not warrant that Software will operate in hardware and software combinations selected by Customer, or meet requirements specified by Customer. ACC does not warrant that the operation of Products will be uninterrupted or error free. If ACC receives notice of defects or non-conformance to hardware Specifications, or substantial non-conformance to ACC owned standard Software Specifications during the warranty period, ACC will, at its option, repair or replace the affected Products. The warranties provided herein will apply only to those Products and Support, which are branded by ACC with a ACC trademark ("ACC Branded"). What about ACC Systems Software products? ACC will resell those products. ACC does not warrant any third party Products or Support even if included with other ACC Branded Products or Support. Furthermore, ACC provides all such third party Products and Support AS IS. However, the original manufacturers or suppliers may provide their own warranties as specified in the documentation accompanying such third party Products and Support. The above warranties do not apply to defects resulting from:
1) Improper or inadequate maintenance by Customer;
2) Customer or third party supplied software, interfacing or supplies; not clear what interfacing or supplies mean
3) Unauthorized modification;
4) Improper use or operation outside of the Specifications for the Product;
5) Abuse, negligence, accident, loss, or damage in transit;
6) Improper site preparation; or
7) Unauthorized maintenance or repair.

7. Support Customer may order Support from ACC's current Support offering. Some Support (and related Products) may not be available in all countries. Orders for Support are subject to the terms of the Support Exhibit or quotation in effect on the date of order. To be eligible for Support, Products must be at current specified revision levels and, in ACC's reasonable opinion, in good operating condition. Support does not cover any damage or failure caused by:
1) Use of non-ACC media, supplies, and other products; or
2) Site conditions that do not conform to ACC's site specifications; or
3) Neglect, improper use, fire or water damage, electrical disturbances, transportation by Customer, work or modification by people other than ACC employees or sub-contractors, or other causes beyond ACC's control. Customer may delete Products under Support or cancel Support orders upon thirty (30) days written notice unless otherwise agreed in a Support agreement. ACC may cancel Support orders or delete Products no longer included in ACC's Support offering upon sixty (60) days written notice unless otherwise agreed in a Support agreement.

8. Licenses In return for the License Fee, ACC grants Customer a non-exclusive license to Use the object code version of the Software listed in Customer's order in conformance with:
1) The terms set forth herein; and
2) Use restrictions and authorizations for the Software specified by ACC in its quotation, invoice or terms that accompany the Software; and
3) ACC's third party suppliers' terms that accompany the Software. Unless otherwise specified, in return for the applicable License Fee, ACC grants Customer a license to Use one copy of the Software on one Device at any one time. Unless otherwise specified, all Software Licenses will be perpetual unless terminated. Software is owned and copyrighted by ACC or by third party suppliers. Customer's Software License confers no title or ownership and is not a sale of any rights in the Software. Third party suppliers may protect their rights in the Software in the event of any infringement. Unless otherwise permitted by ACC, Customer may only make copies or adaptations of the Software for archival purposes or when copying or adaptation is an essential step in the authorized Use of the Software on a backup Device, provided that copies and adaptations are used in no other manner and provided further that the Use on the backup Device is discontinued when the original or replacement Device becomes operable. Customer must reproduce all copyright notices in or on the original Software on all permitted copies or adaptations. Customer may not copy the Software onto any public or distributed network. Bundled Software or Firmware provided to Customer may only be used when operating the associated Device in configurations as sold or subsequently upgraded by ACC. Customer may transfer Firmware only upon transfer of the associated Device. Updates, upgrades, or other enhancements are available under ACC Support agreements. ACC reserves the right to require additional licenses and fees for Use of the Software on upgraded Devices. Customer will not modify, disassemble, or decompile the Software without ACC's prior written consent. Where Customer has other rights under statute, Customer will provide ACC with reasonably detailed information regarding any intended disassembly or decompilation. Customer will not decrypt the Software unless necessary for legitimate use of the Software. Customer's Software License is transferable subject to ACC's prior written authorization and payment to ACC of any applicable fee(s). Upon transfer of the Software License, Customer will immediately deliver all copies of the Software to the transferee. The transferee must agree in writing to the terms of Customer's Software License. All Software License terms will be binding on involuntary transferees, notice of which is hereby given. Customer's Software License will automatically terminate upon transfer. ACC may terminate Customer's or any transferee's or sublicensee's Software License upon notice for failure to comply with any applicable Software License terms. Immediately upon termination, the Software and all copies of the Software will be destroyed or returned to ACC. Copies of the Software that are merged into adaptations, except for individual pieces of data in Customer's or transferee's or sublicensee's database, will be removed and destroyed or returned to ACC. With ACC's written consent, one copy of the Software may be retained subsequent to termination for archival purposes.

9. Intellectual Property Rights ACC will defend or settle any claim against Customer that ACC Branded Products or Support (excluding Custom Products and Custom Support), delivered under these ACC Terms and Conditions of Sale and Service, that infringe a patent or copyright, trade secret or trademark in the country where Products are used, sold or receive Support, provided Customer: 1) promptly notifies ACC in writing; and 2) cooperates with ACC in, and grants ACC sole control of the defense or settlement. If a claim is made or appears likely to be made, customer agrees to permit ACC to enable Customer to continue to use, modify or replace the Product with one that is functionally equivalent. If ACC determines that none of these alternatives is reasonably available, ACC will refund Customer's purchase price upon return of the Products at the Product's then net book value. ACC has no obligation for any claim of infringement arising from:
1) ACC's compliance with Customer's designs, specifications or instructions;
2) ACC's use of technical information or technology provided by Customer;
3) Product modifications by Customer or a third party;
4) Product use prohibited by Specifications or related application notes; or
5) Product use with products that are not ACC Branded.
These terms state ACC's entire liability for claims of intellectual property infringement.

10. Limitations of Liability and Remedies
To the extend that ACC is held legally liable to a Customer, ACC's total liability is limited to no more than 1) payments referred to in the Intellectual Property Rights section above; 2) damages for bodily injury, direct damages to tangible property of up to $1 million or, 3) the amount of any other actual direct damages up to the lesser of $1 million or the charges for the Product or Service that is the subject of the Claim. Notwithstanding the Section 11 above, in no event will ACC or its affiliates, subcontractors or suppliers be liable for any of the following: Incidental, special or consequential damages including downtime costs or lost profits

11. General
1) The Parties hereby agree that they may do business electronically, including contract formation, order placement and acceptance. Any orders placed by Customer and accepted by ACC on any ACC website or ACC/Customer extranet site will create fully enforceable obligations that will be subject to the terms hereof. Such orders and acceptances will be deemed for all purposes to be
a) Business records originated and maintained in documentary form,
b) A "writing" or "in writing,"
c) "Signed";
d) An "original" when printed from electronic files or records
The Parties further agree not to contest the validity or enforceability of such transactions under the provisions of any applicable law relating to whether certain agreements are to be in writing or signed by the Party to be bound thereby and will be admissible if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative proceeding to the same extent and under the same conditions as other business records originated and maintained in documentary form. In addition, the Parties agree that transactions may be conducted through Electronic Data Interchange or other electronic methods, as agreed by the Parties. Customer and ACC will adopt commercially reasonable security measures to limit access to passwords and to limit access to unauthorized use of the sites or issuance of messages caused by the failure of its security measures.
2) ACC will not be liable for performance delays or for non-performance, due to causes beyond its reasonable control.
3) If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is the subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, the other party may cancel any unfulfilled obligations.
4) Customer may not assign any rights or obligations hereunder without prior written consent from ACC.
5) 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. ACC may suspend performance if Customer is in violation of applicable regulations.
6) Disputes arising in connection with these ACC Terms and Conditions of Sale and Service will be governed by the laws of the country and locality in which ACC accepts the order.
7) Provisions herein which by their nature extend beyond the termination of any sale or license of Products or Support will remain in effect until fulfilled.
8) 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.
9) These ACC Terms and Conditions of Sale and Service and any Attachments constitute the entire agreement between ACC and Customer, and supersede any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder. Customer's additional or different terms and conditions will not apply. Customer's purchase or license of Products and Support will constitute Customer's acceptance of these ACC Terms and Conditions of Sale and Service, which may not be changed except by an amendment signed by an authorized representative of each party.