TERMS AND CONDITIONS OF SALES

  1. GENERAL: The Purchaser agrees that the terms and conditions stated herein, except as expressly agreed to in writing and signed by an authorized representative of CBMC, shall constitute the entire sales agreement between CBMC and the Purchaser. These terms and conditions apply to all sales unless otherwise stated in writing by an authorized representative of CBMC. Purchaser further agrees that it has read and agrees to the CBMC Terms and Conditions and that any terms and/or conditions included or proposed in any manner by the Purchaser under any circumstances neither supersede nor supplement these Terms and Conditions.
  1. TERMS: Payment due as stated on the credit application and/or Invoice for the Purchaser. Invoices that are past due are subject to one and one-half percent (1-1/2 %) per month interest on all unpaid and/or outstanding balances.
  1. PRICES: Prices are subject to change without notice.
  1. TRANSPORTATION, DELIVERY AND DAMAGES: Prices are F.O.B. shipping point. Title to any goods sold and the risk of loss of such goods passes to the Purchaser upon delivery of such goods to the carrier. Any claims for losses or damage in transit shall be filed by Purchaser directly with the carrier and Purchaser agrees to look to the carrier as its sole remedy. Purchaser shall inspect all goods immediately upon delivery for damage, concealed or otherwise, and notify the carrier of any damage pursuant to the carrier’s terms and conditions. Purchaser agrees that it shall look to the carrier as its sole remedy for losses or damage incurred after delivery of the goods to the carrier.
  1. ORDER CANCELLATIONS: Cancellation or suspension of orders will be accepted by CBMC only upon terms that will indemnify CBMC from liabilities and expenses incurred, for commitments made by CBMC and which will provide for profit on work in process and for the contract value of goods ready for shipment. Postponement of deliveries at Purchaser’s request will not be made without CBMC’s prior written approval. As a condition of such approval by CBMC, Purchaser agrees to pay the CBMC material invoice as set forth above without regard to the postponement of delivery. All postponements are subject to storage, additional shipment costs, and handling charges.
  1. RETURNS: No returns will be accepted without the prior written approval of CBMC. All requests for returns must be made within thirty (30) days of the ship date. After sixty (60) days the RMA will be closed and return deliveries refused. All authorized returns will be charged a minimum service charge of thirty-five percent (35%) of the product value.
  1. COST OF COLLECTION: Purchaser shall be liable for all damages, costs, and expenses, direct and indirect, including CBMC’s attorney and consultant fees and related expenses, resulting from any neglect, failure to perform, default, or breach of this Purchase Order. Purchaser shall also pay CBMC for all costs and expenses, including but not limited to legal expenses and attorney fees, incurred by CBMC in exercising any of its rights or remedies.

CBMC shall retain a security interest in all goods sold until the full amount of the purchase price (including any service charges and interest) has been paid by the Purchaser. In the event the Purchaser shall default in payment, CBMC (or its assignee) has the right, in addition to and not exclusive of any other rights it may have under the Uniform Commercial Code or otherwise, to enter upon the premises where the goods are located and retake possession thereof, without notice.

  1. GOVERNING LAW AND VENUE: This Purchase Order, and all matters arising out of or relating to it, shall be governed by and construed in accordance with the laws of the State of Indiana. For any action or proceeding involving any controversy, claim, or dispute under this Purchase Order that CBMC does not elect to arbitrate, CBMC and Purchaser expressly and unconditionally (a) agree that the venue and the forum for any legal or equitable action or proceeding shall be in Marion County, Indiana, or in the United States District Court for the Southern District of Indiana, Indianapolis Division, and that such courts shall have sole and exclusive jurisdiction over the action or proceeding, unless agreed to otherwise, in writing, by CBMC; and (b) waive the right to a trial by jury in the action or proceeding. Purchaser consents to the choice of law and venue as provided herein and to personal jurisdiction over it as provided herein, and waives any right to object to the exercise of personal jurisdiction by these tribunals and courts and to exclusive venue in these locales.

In no event shall CBMC be liable for special, indirect, incidental, or consequential damages regardless of the form of action, strict liability or tort, including negligence, nor for lost profits, nor shall CBMC be liable for any claims for damage arising out of any Purchase Order or sale, delivery, use, maintenance, repair, or modification of the products or the supply of any replacement parts therefor that exceed the purchase price of the products. This limitation of liability shall apply to any liability for default under or in connection with the products, parts, or services delivered hereunder whether based on warranty, failure of or delay in delivery, or otherwise. Purchaser agrees that it shall look solely to the manufacturer’s warranty as its sole remedy with regard to any products, parts, or services purchased by or through CBMC.

  1. CHANGES: CBMC reserves the right to make modifications or changes to these Terms and Conditions of Sale without prior notice. Purchaser acknowledges its obligation to review the Terms and Conditions as it may deem necessary to determine if any material changes have been made thereto.

TERMS OF USE FOR CBMC WEB SITE(S)

  1. READ THIS:

This Terms of Use Agreement (“Agreement”) is made by and between CBMC Inc., an Indiana limited liability corporation, with 5855 Kopetsky Drive, Indianapolis, IN 46217 (“CBMC”) and you (“you,” “your” or “User”). This Agreement contains the terms and conditions that govern your use of this Web Site and Services relating thereto. You may wish to print this Agreement for your reference.

BY CLICKING THE “I AGREE” BUTTON OR BY ACCESSING, VISITING, BROWSING, USING OR ATTEMPTING TO INTERACT WITH ANY PART OF THIS WEB SITE, OR OTHER CBMC SOFTWARE, SERVICES, INFORMATION, WEBSITES OR ANY OF CBMC’S LICENSEES SERVICES OR SOFTWARE (COLLECTIVELY “SERVICES”), YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS WEB SITE.

CBMC RESERVES THE RIGHT, FROM TIME TO TIME, WITH OR WITHOUT NOTICE TO YOU, TO MAKE CHANGES TO THIS AGREEMENT IN CBMC’S SOLE DISCRETION. CONTINUED USE OF ANY PART OF THIS WEB SITE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERCEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY CLICKING ON THE “TERMS OF USE” HYPERLINK LOCATED AT THE BOTTOM OF EVERY PAGE ON THE CBMC WEBSITE.

  1. ACCESS TO THIS SITE

To access this site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of this site that all the information you provide on or upload to this site will be correct, current, and complete. If CBMC believes the information is not correct, current, or complete, CBMC has the right to refuse you access to this site or any of its resources, to remove any information uploaded to CBMC’s Services, and to terminate or suspend your access at any time.

  1. RESTRICTIONS ON USE

You may use this site for purposes expressly permitted by this site. As a condition of your use of CBMC’s website(s), you warrant to CBMC that all information provided, uploaded, or otherwise offered through the Services of the website(s) is truthful, complete, and has been verified by you, and that any opinions offered by you will be expressly identified as such. You also warrant to CBMC that you will not use the website(s) for any purpose that is unlawful or prohibited by these terms, conditions, and notices. For example, you may not (and may not authorize any party to) (i) co-brand this site, or (ii) frame this site, or (iii) hyper-link to this site, or (iv) index or catalog this site, without the express prior written permission of an authorized representative of CBMC. For purposes of these Terms of Use, “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this site or content accessible within this site. You agree to cooperate with CBMC in causing any unauthorized co-branding, framing, hyper-linking, indexing, or cataloging immediately to cease. In addition, you may not use CBMC’s website(s) in any manner which could disable, overburden, damage, or impair the website(s) or interfere with any other party’s use and enjoyment of the website(s). You may not obtain or attempt to obtain any materials, content, or information through any means not intentionally made available or provided for through the website(s).

  1. USE LIMITATION

If you are under 18 years of age, you may not use this website.

CBMC’s website(s) are only for the uses stated on the website(s). You may not modify, copy, distribute, display, send, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, content, software, products or services obtained from or otherwise connected to CBMC’s websites.

Information provided by users of this, and any other website owned, operated, licensed, or otherwise controlled by CBMC (the “Content”) is often provided by the user with the expectation of confidentiality of the use of the website(s) and confidentiality of the information. Thus, you may not disclose user provided information or that a user is using the website(s) without first obtaining the express permission of the user.

  1. PAID SERVICES

** See TERMS AND CONDITIONS OF SALES listed above **

  1. PROPRIETARY INFORMATION

The material and content accessible from this site, and any other website owned, operated, licensed, or otherwise controlled by CBMC (the “Content”) is the proprietary information of CBMC or the party that provided or licensed the Content to CBMC, whereby such providing party retains all right, title, and interest in the Content. Accordingly, the Content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of CBMC, except that you may print out a copy of the Content solely for the individual or corporate uses stated on the website(s). In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of the Content except as expressly provided in these Terms of Use violates CBMC’s intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to this site.

  1. HYPER-LINKS

This site may be hyper-linked to other sites which are not maintained by, or related to, CBMC. Hyper-links to such sites are provided as a service to users and are not sponsored by or affiliated with this site or CBMC. CBMC has not reviewed any or all of such sites and is not responsible for the content of those sites. CBMC is not responsible for webcasting or any other form of transmission received from any hyper-linked site. Hyper-links are to be accessed at the user’s own risk, and CBMC makes no representations or warranties about the content, completeness or accuracy of these hyper-links or the sites hyper-linked to this site. CBMC provides hyper-links as a convenience, and the inclusion of any hyper-link to a third-party site does not necessarily imply endorsement by CBMC of that site or any association with its operators.

  1. USE OF COMMUNICATION SERVICES

CBMC’s websites may contain communication facilities designed to allow you to communicate with other users (“Communications Services”). You agree to use the Communication Services only to post, send and receive messages and content that are proper and related to the particular Communication Service.

Among other actions, when using a Communication Service, you agree that you will not post, send, submit, publish, or transmit in connection with this site any material that:

  1. i) you do not have the right to post, including proprietary material of any third party, such as files containing software or other material protected by intellectual property laws (or by rights of privacy or publicity);
  2. ii) advocates illegal activity or discusses an intent to commit an illegal act;

iii) is vulgar, obscene, pornographic, or indecent;

  1. iv) does not pertain directly to this site at its services;
  2. v) threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive;
  3. vi) seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;

vii) harvests or otherwise collects information about others, including e-mail addresses, without their consent;

viii) violates any law or may be considered to violate any law;

  1. ix) impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
  2. x) falsifies or deletes any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is permissible uploaded;
  3. xi) advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except for the specifically authorized uses promoted on this site;

xii) solicits funds, advertisers or sponsors;

xiii) includes programs that contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;

xiv) disrupts the normal flow of communication or dialog;

  1. xv) includes MP3 format files;

xvi) amounts to a “pyramid” or other like scheme, including contests, chain letters, and surveys;

xvii) disobeys any policy or regulations including any code of conduct or other guidelines, established from time to time regarding use of this site or any networks connected to this site; or

xviii) contains hyper-links to other sites that contain content that falls within the descriptions set forth above.

CBMC reserves the right to monitor use of this site to determine compliance with these Terms of Use, as well as the right to remove or refuse any information for any reason. CBMC reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever. CBMC also reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in its sole discretion. Materials uploaded to a Communication Service may be subject to posted limits on use, reproduction and/or dissemination and you are responsible for abiding by such limitations with respect to your submissions, including any downloaded materials.

Notwithstanding these rights, you remain solely responsible for the content of your submissions. You acknowledge and agree that neither CBMC nor any third party that provides Content to CBMC will assume or have any liability for any action or inaction by CBMC or such third party with respect to any submission. CBMC cautions you against giving out any personally identifying information about yourself or your children in any Communication Service. CBMC does not control or endorse the content, messages or information found in any Communication Service and, consequently, CBMC specifically disclaims any liability with respect to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized CBMC spokespersons, and their views do not necessarily reflect those of CBMC.

  1. SUBMISSIONS

With the exception of Resumes, you hereby grant to CBMC the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated to CBMC through this site (together, the “Submission”), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. CBMC will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future CBMC operations.

For Resumes, you hereby grant to CBMC the royalty-free, worldwide, non-exclusive right and license to use, reproduce, adapt, publish, translate, distribute, and display through this site. CBMC will not be required to treat any Resume as confidential except as provided by the selected Services.

CBMC will treat any personal information that you submit through this site in accordance with its Privacy Policy.

  1. DISCLAIMER

You understand that CBMC cannot and does not guarantee or warrant that information and files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this site for any reconstruction of any lost data. CBMC does not assume any responsibility or risk for your use of the Internet.

The Content is not necessarily complete and up-to-date and should not be used to replace any written reports, statements, or notices provided by CBMC.

YOUR USE OF THIS SITE IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. CBMC DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. CBMC DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THIS SITE WILL BE CORRECT, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CBMC DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND CBMC MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT CBMC, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR ITS CONTENT. CBMC MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

All of the information in this site, whether historical in nature or forward-looking, speaks only as of the date the information is posted on this site, and CBMC does not undertake any obligation to update such information after it is posted or to remove such information from this site if it is not, or is no longer accurate or complete.

  1. LIMITATION ON LIABILITY

CBMC, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF CBMC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF CBMC AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $1 OR THE AMOUNT YOU HAVE PAID TO CBMC FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE.

  1. TERMINATION, DELETION OR RESTRICTION OF ACCESS AND INFORMATION

CBMC reserves the right, in its sole discretion, to terminate your access to any or all of CBMC’s websites and the related services or any portion thereof at any time, without notice. CBMC also reserves the right, in its sole discretion, to remove information provided or uploaded by you to any or all of CBMC’s websites and the related services or any portion thereof at any time, without notice

  1. INDEMNITY

You will indemnify and hold CBMC, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties”) harmless from any breach of these Terms of Use by you, including any use of Content other than as expressly authorized in these Terms of Use. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this site.

  1. TRADEMARKS AND COPYRIGHTS

Trademarks, service marks, logos, and copyrighted works appearing in this site are the property of CBMC or the party that provided the trademarks, services marks, logos, and copyrighted works to CBMC. CBMC and any party that provided trademarks, service marks, logos, and copyrighted works to CBMC retain all rights with respect to any of their respective trademarks, service marks, logos, and copyrighted works appearing in this site.

  1. COPYRIGHT INFRINGEMENT

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide CBMC’s copyright agent the written information specified below. Please note that this procedure is exclusively for notifying CBMC and its affiliates that your copyrighted material has been infringed.

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

A description of the copyrighted work that you claim has been infringed upon;

A description of where the material that you claim is infringing is located on the site, including the auction ID number, if applicable;

Your address, telephone number, and e-mail address;

A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. CBMC’s agent for notice of claims of copyright infringement on its site can be reached as follows:

CBMC

Legal Department

5855 Kopetsky Drive

Indianapolis, IN 46217

United States of America

  1. SECURITY

Any passwords used for this site are for individual use only. You will be responsible for the security of your password (if any). CBMC will be entitled to monitor your password and, at its discretion, require you to change it. If you use a password that CBMC considers insecure, CBMC will be entitled to require the password to be changed and/or terminate your account.

You are prohibited from using any services or facilities provided in connection with this site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, CBMC reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. CBMC reserves the right to investigate suspected violations of these Terms of Use. CBMC reserves the right to fully cooperate with any law enforcement authorities or court order requesting or direction CBMC to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS CBMC FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY CBMC INC. DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER CBMC INC. OR LAW ENFORCEMENT AUTHORITIES.

  1. MISCELLANEOUS

These Terms of Use will be governed and interpreted pursuant to the laws of Indiana, United States of America, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in Indiana in connection with any dispute between you and CBMC arising out of these Terms of Use or pertaining to the subject matter hereof. The parties to these Terms of Use each agree that the exclusive venue for any dispute between the parties arising out of these Terms of Use will be in the state and federal courts in Indianapolis, Indiana, unless jurisdiction over a party requires the selection by CBMC of a different venue.

If any part of these Terms of Use is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and CBMC as a result of this agreement or use of CBMC’s websites.

These Terms of Use constitute the entire agreement among the parties relating to this subject matter and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between the user and CBMC with respect to CBMC’s websites.

A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Any legal claim in any form alleged by you or any related party must be filed with a court in the above listed exclusive jurisdiction within one year of the alleged event giving rise to the claim, and in no case later than two years from your acceptance of this Agreement. Notice of any such alleged breach or claim under this Agreement shall be provided by certified mail to and also by facsimile at:

CBMC

Legal Department

5855 Kopetsky Drive

Indianapolis, IN 46217

United States of America

thacker@cbmcinc.com

You will be liable for CBMC’s reasonable attorney’s fees and costs associated with its seeking to defend or enforce its rights under this Agreement.

Notwithstanding the foregoing, any additional terms and conditions on this site will govern the items to which they pertain.

CBMC may revise these Terms of Use at any time by updating this posting.

Revised: January 6, 2011