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TERMS AND CONDITIONS OF SALE and CONDITIONS OF EXPORT

The following are the terms and conditions or "Terms" that govern use of this Cpunto (as defined below) website (the "Site"). By using or visiting the Site, you expressly agree to be bound by these Terms and all applicable laws and regulations governing the Site. Cpunto, Inc., its subsidiaries and/or affiliates ("Cpunto") reserve the right to change these Terms at any time, effective immediately upon posting on the Site. If you violate these Terms, Cpunto may terminate your use of the Site, bar you from future use of the Site, and/or take appropriate legal action against you. You agree that Cpunot owns all intellectual property rights to all content and software on the Site.
You agree that you are only authorized to visit and view pages of this Site for your own personal use, and that you shall not duplicate, publish, modify or otherwise distribute the material on this Site for any purpose other than as set forth herein. You may only use the Site as permitted by law, including applicable export and re-export laws and regulations. The software on this Site and any content posted by Cpunto on the Site is the property of Cpunto and/or its suppliers and is protected by Canadian and international copyright laws. You agree that you will not remove, obscure or alter any legal notices displayed on the Site. You agree that you will not use the Site (i) in connection with or to promote any products, services, or materials, (ii) in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or (iii) to post any information that disparages or defames any person or entity.
By using the Site to search for or link to another site, you agree and understand that you may not make any claim against Cpunto for any damages or losses, whatsoever, resulting from your use of the Site to obtain search results or to link to another site.
You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our Web pages or the content contained thereon, to access or capture data, or for any other unauthorized purpose without our prior express written permission of Cpunto. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for your own personal, non-commercial use) from our Web site without the prior expressed written permission of Cpunto.
Certain functionality on this Site may require the use of an Cpunto Account. You or your employer (“Customer”) may create your own Cpunto Account or one may be assigned to you by Cputno. Customer is solely responsible for maintaining the security of the IDs and passwords, for insuring that none are made available for any purpose to anyone other than Customer's employees, and for insuring that employees do not share their specifically assigned IDs or passwords with anyone at all, or share a floating ID and password with anyone other than the Customer’s employees. If Customer wishes to revoke an access ID and password, which it may do at any time and must do immediately in the event of the termination of any employee using one, Customer will notify Cpunto of such revocation. Cpunto will invalidate the ID and password and, if requested by Customer, will provide replacements. If you suspect that someone else knows or has changed your password, please reset it so no one else can sign in to your account.
You understand and agree that in Cpunto's sole discretion, and without prior notice, Cpunto may terminate your access to the Site, or exercise any other remedy available if Cpunto believes that your use is (i) inconsistent with these Terms or (ii) has violated the rights of Cpunto, another user or the law. You agree that monetary damages may not provide a sufficient remedy to Cpunto for violations of these terms and conditions and you consent to injunctive or other equitable relief for such violations. Cpunto may release user information about you if required by law or subpoena, or if the information is necessary or appropriate to release to address an unlawful or harmful activity.
Unless otherwise specified, the copyrights in all copyrightable subject matter on the Site are either owned by Cpunto or used lawfully by Cpunto to the extent that Cpunto has the right to do so without compensation to third parties, and except for materials or information specifically provided under other terms, Cpunto grants you permission to copy or otherwise download from the Site, information and materials (including related graphics), provided:
  • The materials are for internal use only, and
  • Any copies of materials or portions thereof must include the copyright notice specified on the Site
You may not copy or display for redistribution to third parties any portion of the content without the prior written permission of Cpunto. Documents posted by Cpunto on the Site may contain other proprietary notices or describe products, services, processes or technologies owned by Cpunto or third parties. Nothing contained herein shall be construed by implication, estoppel or otherwise as granting to the user a license under any copyright, trademark, patent or other intellectual property right of Cpunto or any third party.
The Cpunto name and logo and all related product and service names, design marks and slogans are trademarks, service marks or registered trademarks of Cpunto and may not be used in any manner without the prior written consent of Cpunto.
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THIS SITE AND THE INTERNET GENERALLY. IN NO EVENT SHALL CPUNTO BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER; INCLUDING BUT NOT LIMITED TO LOSS OF USE, DATA, OR PROFITS, WITHOUT REGARD TO THE FORM OF ANY ACTION, INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTIONS, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE. CPUNTO MAKES NO WARRANTY AS TO THE ACCURACY, OR COMPLETENESS OR WHETHER THE CONTENT IS UP TO DATE. IT IS YOUR RESPONSIBILITY TO VERIFY ANY INFORMATION BEFORE RELYING ON IT. THE CONTENT OF THIS SITE MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. FROM TIME TO TIME, CHANGES ARE MADE TO THE CONTENT HEREIN.
CPUNTO DOES NOT PROMISE THAT THE SITE OR ANY SERVICES PROVIDED HEREUNDER WILL BE ERROR- FREE, UNINTERRUPTED, NOR THAT IT WILL PROVIDE SPECIFIC RESULTS FROM USE OF THE SITE OR ANY CONTENT, SEARCH OR LINK ON IT. ACCESS TO THE SITE (INCLUDING ANY INFORMATION OR MATERIALS THEREIN) IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NONINFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY CPUNTO, ITS AFFILIATES OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. NEITHER CPUNTO NOR ITS AFFILIATES WARRANT THAT THE INFORMATION OR MATERIALS ON, OR ACCESS TO, ANY SITE WILL BE WITHOUT INTERRUPTION OR ERROR FREE.
If there is any dispute about or involving the Site, by using the Site, you agree that the dispute will be governed by the laws of province of Quebec, Canada, without regard to its conflict of law provisions. You agree to personal jurisdiction by and venue in the province and federal courts of the province of Quebec, Canada.
Any link (including hyperlinks, buttons or referral devices of any kind) used on this or any other Cpunto Web page is provided for the use and convenience of the visitor.
The Special Pricing you receive through the Cpunto rewards program is proprietary and confidential. While we will do our best to alert you ahead of time of any changes to the program in general or your status within the program, Cpunto reserves the right to terminate or change the pricing terms and Customer Rewards program at any time.
All charges made by Cpunto are in US dollars, regardless of your location. Except as otherwise set forth on the front of a Seller invoice or acknowledgment, terms of payment are Cash in advance. Seller's facility (INCOTERMS 2010); and prices do not include any taxes, freight, handling, duty or other similar charges, payment of which will be the sole responsibility of customer. Prices are conditioned upon timely payment and any past due balance will accrue interest at the monthly rate of one and one-half percent. Freight charges may be constructed on the basis of standard carrier tariffs and may not reflect actual transportation costs. Seller reserves the right to modify terms prior to shipment, require payment in advance, or delay or cancel any shipment or order by reason of customer's creditworthiness or should customer fail to fulfill any obligation when due.
In the absence of prior agreement as to shipping, Seller may select a carrier. Seller's responsibility for any loss or damage ends, and title passes, when products are delivered to the carrier, to customer, or to customer's agent (including, without limitation, any test house or value added service provider), whichever occurs first. Customer will pay for storage charges if Seller holds products at customer's request pending instructions or rescheduled delivery.
Seller warrants those products assembled or customized by it against defects caused solely by faulty assembly or customization for 60 days after delivery. All other products, and the components and materials utilized in any assembled or customized products, are covered by, and subject to, the terms, conditions, and limitations of the manufacturer's standard warranty, which warranty is expressly in lieu of any other warranty, express or implied, of or by Seller or the manufacturer. Customer's exclusive remedy, if any, under these warranties is limited, at Seller's election, to any one of (a) refund of customer's purchase price, (b) repair by Seller or the manufacturer of any products found to be defective, or (c) replacement of any such product. Customer acknowledges that except as specifically set forth or referenced in this paragraph, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, IN ADVERTISING MATERIALS, BROCHURES, OR OTHER DESCRIPTIVE LITERATURE) BY SELLER OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AS TO THE CONDITION OR PERFORMANCE OF ANY PRODUCTS, THEIR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. SELLER ASSUMES NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR MANUFACTURER'S PRODUCT SPECIFICATIONS OR THE PERFORMANCE OR ADEQUACY OF ANY DESIGN OR SPECIFICATION PROVIDED TO SELLER BY OR ON BEHALF OF CUSTOMER. Use of the customer's part number on any document or on any products is for convenience only and does not constitute any representation by Seller with respect to the performance, specifications, or fitness of any part for any purpose.
Seller retains a purchase money security interest in all products sold by Seller to customer, and in the proceeds of any resale of such products, until the purchase price and any other charges due to Seller have been paid in full. Upon any breach by customer of these terms and conditions, Seller will have all rights and remedies of a secured party under applicable law, which rights and remedies will be cumulative and not exclusive. Customer is responsible for all costs and expenses incurred by Seller in collecting any sums owing by customer (which may include, but are not limited to, collection agency and reasonable attorneys' fees). Seller shall have the right to offset any sum owed by Seller or any Seller subsidiary to Customer against any sum owed by Customer to Seller or any Seller subsidiary. All transactions are governed by the laws of the Province of Quebec, Canada. The parties waive any right to trial.
Products are deemed accepted by customer unless customer notifies Seller in writing within 10 days of delivery of product shortages, damage or defect. No returns may be made for any reason without a Return Authorization Form issued by Seller. If customer refuses to accept tender or delivery of any products or returns any products without authorization from Seller, such products will be held by Seller awaiting customer's instruction for 20 days, after which Seller may deem the products abandoned and dispose of them as it sees fit, without crediting customer's account.
Seller will not be liable for any failure or delay in its performance or in the delivery of services or shipment of products, or for any damages suffered by customer by reason of such failure or delay, when such failure or delay is caused by, or arises in connection with, any fire, flood, accident, riot, earthquake, severe weather, war, governmental interference or embargo, strike, shortage of labor, fuel, power, materials or supplies, delay in delivery by Seller's suppliers or any other cause or causes beyond Seller's reasonable control. Seller reserves the right to cancel without liability any order, the shipment of which is or may be delayed for more than 30 days by reason of any such cause. Seller reserves the right to allocate in its sole discretion among customers or potential customers, or defer or delay the shipment of, any product which is in short supply.
This document, and not any purchase order or other customer document (which, if construed to be an offer is hereby rejected), will be deemed an offer and is a rejection of any other terms or conditions. Customer, by accepting any products or services, making any payments or ordering any products or services having previously received these terms and conditions, will be deemed to have assented to these terms and conditions, notwithstanding any terms contained in any prior or later communication from customer and whether or not Seller will specifically or expressly object to any of customer's terms. Seller's failure to object to any document, communication or act of customer will not be deemed a waiver of any of these terms and conditions. Any addition or change to these terms and conditions must be specifically agreed to in writing by a duly authorized officer of Seller before becoming binding on Seller.
If customer's order is placed under a contract with the Canadian Government, Seller agrees to comply only with those contract provisions and regulations with which, pursuant to law, it must comply and of which customer has, at the time of order placement, placed Seller on written notice. In no event will Canadian Government Cost Accounting Standards apply. All rights in technical data and software owned or licensed by Seller or the manufacturer are hereby reserved and deemed restricted or limited. Unless specifically otherwise agreed in writing by Seller, customer acknowledges that products sold by Seller are not intended for and will not be used in life support systems, human implantation, nuclear facilities or systems or any other application where product failure could lead to loss of life or catastrophic property damage. Customer will indemnify and hold Seller harmless from any loss, cost or damage resulting from customer's breach of the provisions of this paragraph.
Products may be subject to export or resale restriction or regulation, and customer acknowledges that it will comply with such restrictions and regulations. Any statement as to product country of origin, Export Control Classification Number, or compliance with applicable law (including, without limitation, that products are lead-free or RoHS compliant) is as provided to Seller by its suppliers, and Seller does not warrant its accuracy and will not be liable for any error with regard to same. Customer uses such information at its own risk. Seller and Buyer each certifies that it complies with all applicable laws, including the labor laws and regulations (including fair labor standard laws) and anti-bribery regulations (including the FCPA and UK Bribery Act) in the jurisdictions where it operates.
Except for the exclusive warranty remedy described in paragraph 3, above, NEITHER SELLER NOR ITS SUPPLIERS WILL HAVE ANY LIABILITY OR OBLIGATION TO CUSTOMER OR ANY OTHER PERSON FOR ANY CLAIM, LOSS, DAMAGE, OR EXPENSE CAUSED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY THE INADEQUACY OF ANY PRODUCTS FOR ANY PURPOSE, BY ANY DEFICIENCY OR DEFECT IN ANY PRODUCT (WHETHER OR NOT COVERED BY ANY WARRANTY), BY THE USE OR PERFORMANCE OF ANY PRODUCTS OR BY ANY FAILURE OR DELAY IN SELLER'S PERFORMANCE HEREUNDER, OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, COST OR REPLACEMENT GOODS OR SERVICES (COVER), CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR LOSS OF BUSINESS OR PROFIT, WHETHER OR NOT CUSTOMER WILL HAVE INFORMED SELLER OF THE POSSIBILITY OR LIKELIHOOD OF ANY SUCH DAMAGES. IN NO EVENT WILL SELLER’S LIABILITY, REGARDLESS OF BASIS (INCLUDING TORT, CONTRACT, INDEMNIFICATION OR OTHERWISE), EXCEED THE PRICE PAID FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.
No order or Customer obligation may be cancelled, rescheduled, reconfigured, or assigned without Seller's prior written authorization and, in such event, customer will be liable to Seller for any additional costs and expenses incurred by Seller. Prices are subject to change by Seller upon customer rescheduling or reconfiguration of orders. Prices are also subject to change in response to supplier price increases or if a price has been quoted in error, whereupon, customer may cancel the undelivered portion of any affected order by delivering written notice to Seller prior to the shipment thereof and within 10 days of its receipt of notice of the price increase. Seller may assign accounts receivable to a Seller affiliate. In order to defray the cost of customer account administration, any credit balance or other sum owed to customer which remains unclaimed by customer for a period of twelve months will become the property of Seller.
If You provide a resale certificate that is not accepted or invalid for any reason by any governmental or regulatory authority, and Seller is required to pay tax on Your purchase, You will reimburse Seller for the amount of such tax, and Seller’s reasonable expenses incurred in connection with the payment and collection of such tax.

CONDITIONS OF EXPORT

You understand that the commodities, software and/or technology you purchase or receive from Seller may be subject to export, re-export, or other restrictions under the laws of the country of manufacture, the country of the seller/distributor, and the country in which you reside. Therefore, you, on behalf of yourself and your subsidiaries and affiliates (collectively, “Customer”), agree to abide by all applicable laws and regulations relating to the export and re-export of such commodities, software and/or technology and the direct products thereof in relation to goods obtained by Customer. In particular:
Customer understands that, in accordance with 22 CFR 122 U.S. International Traffic in Arms Regulation (“ITAR”), all manufacturers, exporters, and brokers of U.S.-origin defense articles, defense services, or related technical data, as defined on the U.S. Munitions List (USML), must register with the U.S. Department of State Directorate of Defense Trade Controls (DDTC) as well as comply with all Export Canadian laws.
Customer understands that the U.S. and Canadian origin commodities, software and/or technology exported from Canada., and foreign manufactured products that incorporate more than de-minimis (i.e., 10%) US/Canada-origin content are subject to U.S and Canada re-export authorization under the U.S. Export Administration Regulations (“EAR”) and Canada Global Affairs regulations. In the event of re-export, Customer will ensure that all required permissions (i.e., export licenses, permits, etc., as applicable) will be obtained by the exporter. This includes export authorizations required for deemed exports (as defined in the EAR §734.2 and ITAR §120.17) to foreign persons. Further, Customer understands that any re-export of any US/Canada -origin ITAR controlled item, or any re-export of a foreign-produced end-item that incorporates any U.S./Canada-origin ITAR controlled component, requires re-export authorization from the U.S. Department of State DDTC and Canadian Global Affairs agencies.
Customer certifies that the commodities, software and/or technology will not be used, sold, re-exported or incorporated into products used directly or indirectly in the design, development, production, stockpiling, or use of chemical or biological weapons, nuclear programs, missiles, and maritime nuclear propulsion projects except as authorized under applicable laws and regulations relating to the manufacture, export and/or re-export of these items.
Customer certifies that the commodities, software and/or technology will not be used, sold, re-exported or incorporated into products for use by military, police or intelligence entities, for any space applications, or for use in foreign vessels or aircraft except as authorized under applicable laws and regulations relating to the manufacture, export and/or re-export of items.
Customer certifies that the commodities, software and/or technology will not be used directly or indirectly, sold, re-exported or incorporated into products for the benefit of persons or entities named on any United States denied or restricted party list, including the Entity List at Part 744 of the Export Administration Regulations, persons designated by the U.S. government as Specially Designated Global Terrorists (SDGTs), Specially Designated Terrorists (SDTs), Foreign Terrorist Organizations (FTOs) on the Specially Designated National (SDN) list; or other applicable government denied or restricted party list.
Customer certifies that the commodities, software and/or technology will not be exported or re-exported directly or indirectly, diverted or transshipped to or via any country in violation of any United Nations, Canadian, United States, European Union or any other applicable embargo, nor shipped or moved to a Free Trade Zone/Area except as authorized under applicable laws and regulations.
Customer certifies that it is not an embassy, agency or subdivision of, or otherwise affiliated with a non-Canadian government.
Customer agrees that when requested by Seller they will provide Seller with an end use/user statement, in form and substance satisfactory with Seller, certifying as to the use of the applicable commodities, software and/or technology.
Customer certifies that, if they are unable to fulfill the above certifications, or if any of the information provided by Customer in this document shall change at any time, it will advise Seller of the changes in writing before placing further orders. This certification shall survive the term and termination of the relationship between the Customer and Seller.
The sale of products and services ("Products") by Cpunto Inc.(“Cpunto”) and its divisions, subsidiaries, and affiliates are subject to these terms and conditions ("Agreement") regardless of other or additional terms or conditions that conflict with or contradict this Agreement in any purchase order, document, or other communication ("Order"). All charges made by Cpunto Inc. are in US dollars, regardless of your location.
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