Terms and Conditions

Terms of Service

The following terms and conditions govern all use of the c3controls.com website and all content, services and products available at or through the website (taken together, the Website). The Website is owned and operated by c3controls (“c3controls”). The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, c3controls’ Privacy Policy) and procedures that may be published from time to time on this Site by c3controls (collectively, the “Agreement”).

Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the web site, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by c3controls, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 13 years old.

Your c3controls.com Account and Site. If you create an account on this Website, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You must immediately notify c3controls of any unauthorized uses of your account or any other breaches of security. c3controls will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

Responsibility of Contributors. If you comment on a blog, post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, "Content"), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:

  • the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
  • if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
  • you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
  • the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
  • the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
  • the Content is not pornographic, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;

By submitting Content to c3controls for inclusion on your Website, you grant c3controls a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content.

Without limiting any of those representations or warranties, c3controls has the right (though not the obligation) to, in c3controls' sole discretion (i) refuse or remove any content that, in c3controls' reasonable opinion, violates any c3controls policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, at c3controls' sole discretion.

Responsibility of Website Visitors. c3controls has not reviewed, and cannot review, all of the material, including computer software, posted by third parties to the Website, and cannot therefore be responsible for that material's content, use or effects. By operating the Website, c3controls does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. c3controls disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.

Content Posted on Other Websites. We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which c3controls.com may link, and that link to c3controls.com. c3controls does not have any control over those non-c3controls websites and webpages and is not responsible for their contents or their use. By linking to a non-c3controls website or webpage, c3controls does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. c3controls disclaims any responsibility for any harm resulting from your use of non-c3controls websites and webpages.

Copyright Infringement and DMCA Policy. As c3controls asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by c3controls.com violates your copyright, you are encouraged to notify c3controls in accordance with c3controls' Digital Millennium Copyright Act ("DMCA") Policy. c3controls will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. c3controls will terminate a visitor's access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of c3controls or others. In the case of such termination, c3controls will have no obligation to provide a refund of any amounts previously paid to c3controls.

Intellectual Property. This Agreement does not transfer from c3controls to you any c3controls or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with c3controls. c3controls, c3controls.com, the c3controls.com logo, and all other trademarks, service marks, graphics and logos used in connection with c3controls.com, or the Website are trademarks or registered trademarks of c3controls or c3controls' licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any c3controls or third-party trademarks.

Changes. c3controls reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. c3controls may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

Termination. c3controls may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. All provisions of this Agreement which by their nature shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Disclaimer of Warranties. The Website is provided "as is". c3controls and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither c3controls nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.

Limitation of Liability. In no event will c3controls, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to c3controls under this agreement during the twelve (12) month period prior to the cause of action. c3controls shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

General Representation and Warranty. You represent and warrant that (i) your use of the Website will be in strict accordance with the c3controls Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.

Indemnification. You agree to indemnify and hold harmless c3controls, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.

Miscellaneous. This Agreement constitutes the entire agreement between c3controls and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of c3controls, or by the posting by c3controls of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of Pennsylvania, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Beaver County, Pennsylvania. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Beaver, Pennsylvania, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; c3controls may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

Privacy Policy

c3controls ("c3controls") operates c3controls.com and may operate other websites. It is c3controls' policy to respect your privacy regarding any information we may collect while operating our websites.

Website Visitors. Like most website operators, c3controls collects non-personally-identifying information of the sort that web browsers and servers typically make available, such as the browser type, language preference, referring site, and the date and time of each visitor request. c3controls’ purpose in collecting non-personally identifying information is to better understand how c3controls’ visitors use its website. From time to time, c3controls may release non-personally-identifying information in the aggregate, e.g., by publishing a report on trends in the usage of its website.

c3controls also collects potentially personally-identifying information like Internet Protocol (IP) addresses for logged in users and for users leaving comments on c3controls.com blogs/sites. c3controls only discloses logged in user and commenter IP addresses under the same circumstances that it uses and discloses personally-identifying information as described below, except that commenter IP addresses and email addresses are visible and disclosed to the administrators of the blog/site where the comment was left.

Gathering of Personally-Identifying Information. Certain visitors to c3controls' websites choose to interact with c3controls in ways that require c3controls to gather personally-identifying information. The amount and type of information that c3controls gathers depends on the nature of the interaction. For example, we ask visitors who sign up at c3controls.com to provide a username and email address. Those who engage in transactions with c3controls are asked to provide additional information, including as necessary the personal and financial information required to process those transactions. In each case, c3controls collects such information only insofar as is necessary or appropriate to fulfill the purpose of the visitor's interaction with c3controls. c3controls does not disclose personally-identifying information other than as described below. And visitors can always refuse to supply personally-identifying information, with the caveat that it may prevent them from engaging in certain website-related activities.

Aggregated Statistics. c3controls may collect statistics about the behavior of visitors to its websites. c3controls may display this information publicly or provide it to others. However, c3controls does not disclose personally-identifying information other than as described below.

Protection of Certain Personally-Identifying Information. c3controls discloses potentially personally-identifying and personally-identifying information only to those of its employees, contractors and affiliated organizations that (i) need to know that information in order to process it on c3controls' behalf or to provide services available at c3controls' websites, and (ii) that have agreed not to disclose it to others. Some of those employees, contractors and affiliated organizations may be located outside of your home country; by using c3controls' websites, you consent to the transfer of such information to them. c3controls will not rent or sell potentially personally-identifying and personally-identifying information to anyone. Other than to its employees, contractors and affiliated organizations, as described above, c3controls discloses potentially personally-identifying and personally-identifying information only in response to a subpoena, court order or other governmental request, or when c3controls believes in good faith that disclosure is reasonably necessary to protect the property or rights of c3controls, third parties or the public at large. If you are a registered user of an c3controls website and have supplied your email address, c3controls may occasionally send you an email to tell you about new features, solicit your feedback, or just keep you up to date with what's going on with c3controls and our products. If you send us a request (for example via email or via one of our feedback mechanisms), we reserve the right to publish it in order to help us clarify or respond to your request or to help us support other users. c3controls takes all measures reasonably necessary to protect against the unauthorized access, use, alteration or destruction of potentially personally-identifying and personally-identifying information.

Cookies. A cookie is a string of information that a website stores on a visitor's computer, and that the visitor's browser provides to the website each time the visitor returns. c3controls uses cookies to help c3controls identify and track visitors, their usage of c3controls website, and their website access preferences. c3controls visitors who do not wish to have cookies placed on their computers should set their browsers to refuse cookies before using c3controls' websites, with the drawback that certain features of c3controls' websites may not function properly without the aid of cookies.

Business Transfers. If c3controls, or substantially all of its assets, were acquired, or in the unlikely event that c3controls goes out of business or enters bankruptcy, user information would be one of the assets that is transferred or acquired by a third party. You acknowledge that such transfers may occur, and that any acquirer of c3controls may continue to use your personal information as set forth in this policy.

Ads. Ads appearing on any of our websites may be delivered to users by advertising partners, who may set cookies. These cookies allow the ad server to recognize your computer each time they send you an online advertisement to compile information about you or others who use your computer. This information allows ad networks to, among other things, deliver targeted advertisements that they believe will be of most interest to you. This Privacy Policy covers the use of cookies by c3controls and does not cover the use of cookies by any advertisers.

Privacy Policy Changes. Although most changes are likely to be minor, c3controls may change its Privacy Policy from time to time, and in c3controls' sole discretion. c3controls encourages visitors to frequently check this page for any changes to its Privacy Policy. If you have a c3controls.com account, you might also receive an alert informing you of these changes. Your continued use of this site after any change in this Privacy Policy will constitute your acceptance of such change.

Standard Terms and Conditions

General – c3controls and Customer agree that the terms and conditions identified in this document and in any written c3controls specification of services to be furnished hereunder shall govern exclusively the sale or licensing by c3controls of all Goods, products and services (collectively referred to as “Goods”). No addition or modification to any of the terms and conditions as they appear in this document shall be binding upon c3controls unless agreed to in writing and signed by an authorized representative of c3controls. c3controls objects to all other terms and conditions that may be proposed by Customer.

Payment Terms – Payment terms to Customers with Satisfactory credit are net fifteen (15) days from date of invoice. Payment terms extended to customers enrolled in c3controls Loyalty Programs or c3controls authorized Stocking Distributor Program, with an account in Good Standing, are net thirty (30) days from date of invoice. If payment of any amount owed to c3controls is not made when due, c3controls reserves the right (in addition to and without limitation of its other rights) to suspend further performance without liability until such payment has been made. Customer agrees to reimburse c3controls for reasonable attorneys’ fees and any other costs associated with collecting delinquent payments.

Minimum Order – c3controls has a $49 minimum order policy. Customers with established credit terms and in good standing, may submit their order through a purchase order. Customers who do not have established credit terms must make purchases by credit card (MC, Visa or AmEX).

Credit Card Payments – Customers making payment by credit card authorize c3controls, through its software subscription service, to collect all payments due and owing on all open invoices.

Shipment – Shipment will be F.O.B. c3controls factory, warehouse or other point of shipment by c3controls. Customer to pay all shipping, insurance and related expenses. COD orders will be processed through c3controls carrier of choice and include a handling fee. Scheduled or stipulated shipping dates are approximate and based upon prompt receipt of all necessary information from Customer. If shipment is delayed at the request of or due to acts or omissions by Customer, c3controls shall have the right to store the Goods at a place of its own choice at Customer’s risk and expense.

Backorders ship at Customer expense. Additional shipping charges will apply to each shipment. Backorders will be held based on customer request.

Title and Responsibility – Title to Goods shall remain with c3controls as security only and until full payment is received by c3controls. Risk of loss or damage shall pass to Customer upon shipment from F.O.B point.

All replacement Goods provided hereunder shall be furnished on an exchange basis and may be new or, if not new, shall be equivalent in performance. The returned Goods which are replaced shall become the property of c3controls.

Export Packing – c3controls will pack Goods for air shipment and underdeck shipment in accordance with its regular export standard at no additional charge to Customer. Where such packing for export must conform to definite specifications that differ from the c3controls standard, Customer will be charged for the extra cost incurred.

Shipping Weights and Dimensions – Published weights are careful estimates but are not warranted. Dimensions shown in catalog are approximate.

Quotations – All written quotations automatically expire unless accepted within thirty (30) days from the date quoted. Verbal quotations expire at the close of business on the same day that they are made. In order for catalog orders to be binding, quotations must specifically identify Goods and list the actual quantities involved. All stenographic and clerical errors by c3controls are subject to correction. All quotations are subject to approval by an authorized representative of c3controls.

Published Prices – Prices shown in any c3controls publication are subject to change without notice and are not to be construed as a definite quotation or offer to sell by c3controls. Such publication is maintained only as a source of general information, and any prices shown therein are subject to confirmation with a specific quotation. Orders will be invoiced at prices prevailing at time of shipment.

With respect to services, unless otherwise agreed in writing by c3controls and Customer, (i) the price of any services shall be the c3controls published price therefore in effect as of the date such services are provided: and (ii) c3controls shall have the right to increase or decrease the price of any service effective with respect to any portion of service that have not been provided as of the date of such price change.

Published Documentation – The scope of the product, which shall include, but not limited to, range, description, specifications, or dimensions, shown in any c3controls publication is subject to change without notice. Such publication is maintained only as a source of general information, and any information shown therein is subject to confirmation. For manufacturing purposes, refer to the dimensions provided in the c3controls instruction leaflets, engineering drawings, or the dimensions provided on the products.

Taxes – The Customer shall pay or reimburse c3controls for all sales, use, excise or similar taxes.

Scope Change – All changes affecting Goods, delivery date or otherwise affecting the scope of the order are to be documented in writing and are subject to prior written approval of an authorized representative of c3controls. All changes approved by c3controls may result in price, delivery, specification, and/or other changes.

Limited Lifetime Warranty – Unless otherwise provided in writing and approved by c3controls, c3controls warrants, for a period of ten (10) years (which period is a reasonable Lifetime of the Product) from the date of the c3controls invoice, that all Goods (excluding enclosures, plotter, plotter accessories and clearance sale products) will be of merchantable quality and free from defects in material workmanship and design in accordance with generally recognized, applicable and accepted practices and procedures in the industry as of the date of shipment of such Goods by c3controls.

c3controls’ warranty hereunder shall include specifications as agreed upon in writing by c3controls prior to the date of shipment; provided, however, that c3controls will not be liable for any loss or damage resulting from any design furnished by Customer and incorporated into the Goods. c3controls’ warranty hereunder extends to Goods purchased by c3controls for sale with the Goods manufactured by c3controls only to the extent that the decision to incorporate such Goods is made solely by c3controls. Otherwise, any warranty applicable to such purchased Goods shall be limited solely to the warranty extended by the original manufacturer. Repaired or replaced Goods are warranted for a period of six (6) months from the date of shipment of the replacement, or for the remainder of the original warranty term, whichever is longer.

Warranty coverage hereunder must be consistent with other provisions herein and shall be limited to the replacement, repair or modification of, or issuance of a credit for, the Goods involved, at c3controls’ option, and only after the return of such Goods with c3controls consent in accordance with RETURN OF EQUIPMENT.

Warranty coverage hereunder is available only if (i) c3controls is promptly notified in writing upon discovery of an alleged defect, and (ii) c3controls’ examination of the subject Goods discloses, to its satisfaction, that any alleged defect has not been caused by misuse; neglect; improper installation; improper operation; improper maintenance, repair alteration or modification; accident; or unusual deterioration or degradation of the Goods or parts thereof due to physical environment or due to electrical or electromagnetic noise environment. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS and thereby excludes certifications or the like for product performance, use or design with respect to any standard, regulation or the like (unless and to the extent independently approved in writing by an authorized representative) of C3CONTROLS AND (iii) EXTENDS ONLY TO CUSTOMER PURCHASING FROM C3CONTROLS OR AUTHORIZED C3CONTROLS RESELLER.

Limit of Liability – IN NO EVENT, REGARDLESS OF CAUSE, SHALL C3CONTROLS ASSUME RESPONSIBILITY FOR OR BE LIABLE (i) FOR PENALTIES OR PENALTY CLAUSES OR ANY DESCRIPTION, OR (ii) FOR INDEMNIFICATION OF CUSTOMER OR OTHERS FOR COSTS, DAMAGES, OR EXPENSES EACH ARISING OUT OF OR RELATED TO THE GOODS OR SERVICES OF THIS ORDER, OR FOR CERTIFICATION, UNLESS OTHERWISE SPECIFICALLY PROVIDED HEREIN, OR (iii) FOR INDIRECT OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCE, INCLUDING ANY LOSS, INJURY OR OTHER DAMAGES. C3CONTROLS MAXIMUM LIABILITY, INCLUDING DIRECT DAMAGES, SHALL NOT EXCEED THE AMOUNT OF THE PURCHASE ORDER. THIS LIMITATION OF C3CONTROLS LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT OR TORT INCLUDING NEGLIGENCE. ANY ACTION AGAINST C3CONTROLS MUST BE BROUGHT WITHIN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. Notwithstanding any provision of these Terms and Conditions, c3controls shall not be liable to any person for incidental, indirect, special or consequential damages, or for lost profits, savings or revenues of any kind, whether or not c3controls has been advised of the possibility of such damages. For purposes of this section, c3controls shall be deemed to include c3controls, it’s subsidiaries and affiliates, and the directors, officers, employees, agents, representatives, subcontractors and suppliers of all of them.

Export Control – Any Goods or technical data supplied by c3controls under these Terms and Conditions are subject to the United States Export Administration Act and Regulations thereunder, which includes the licensing of certain products. It is the responsibility of the exporter to comply with the Act and Regulations.

Return of Equipment – Approval for return of Goods, whether under the Warranty clause or otherwise, must be obtained in writing from an authorized representative of c3controls. No approval shall be granted for the return of clearance sale products, or for the return of Goods under any circumstances where the original invoice date for such Goods is more than ninety (90) days prior to the date that a request is made to c3controls for such approval. All Goods returned must include reference to all pertinent order information for those Goods, including order, part, model, and serial numbers, as well as details of the system from which the Goods were removed, when appropriate. Except for Goods under warranty, cost for placing Goods returned for credit in a saleable condition will be charged to Customer.

Goods returned must be carefully packed so as to reach c3controls without damage. Goods accepted for return, which are not covered by a warranty, are subject to a minimum restocking charge, plus all transportation charges incurred by c3controls. Replacement Goods returned to c3controls must be in a repairable condition; otherwise, Customer will be billed per c3controls’ policy. Goods built to Customer’s specification or Goods that have been modified by Customer cannot be returned for credit under any conditions.

All Goods to be returned must be shipped to locations stipulated by c3controls at the time c3controls approves the return of the Goods. The shipping container of all returned Goods must be clearly marked in accordance with c3controls’ directives.

All credit memorandums issued directly by c3controls expire one (1) year from the date of the c3controls credit memorandum. Credits are worth no cash value and are not valid with any other offer. No cash back. Credits are only valid on c3controls’ product and must be redeemed directly through the c3controls factory, Beaver, PA, USA.

Cancellation and Termination – Any order or contract may be terminated by Customer by written notice and upon payment to c3controls of reasonable and proper cancellation charges, including but not limited to all labor, facility, and equipment costs identified in the order or contract and which have been incurred prior to the date of notice of cancellation. All additional costs resulting from the cancellation and ten percent (10%) of the final net price will be included in the cancellation charges to compensate for disruptions in scheduling, planned production, and other direct costs to c3controls.

Payment shall be made within thirty (30) days from date of invoice. c3controls shall have the right to cancel any order or contract at any time by written notice due to any breach of the order or contract by the Customer. c3controls shall be entitled to collect cancellation charges as identified above.

No termination by Customer for default shall be effective unless and until c3controls shall have failed to correct such alleged default within (45) days after receipt by c3controls of the written notice specifying such default.

Force Majeure – c3controls shall not be liable for any loss, damage or delay in delivery due to acts of God or causes beyond its reasonable control including acts of Customer, acts of God or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, delays in transportation, embargoes, or inability due to causes beyond its reasonable control to obtain necessary engineering talent, labor, materials, or manufacturing facilitates. In the event of such delay, the delivery date shall be extended for that length of time as may be reasonably necessary to compensate for the delay.

c3controls shall not be liable to Customer in any manner or be deemed to be in breach of the Same Day Shipping Guarantee because of any delay or any failure under the c3controls Same Day Shipping Guarantee if the delay or failure was due to any cause beyond c3controls reasonable control, which shall include, but not be limited to, acts of the Customer, acts of God or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, delays in transportation, embargoes, or inability due to causes beyond its reasonable control.

Intellectual Property – c3controls shall defend any suit or proceeding brought against Customer or any Customer of Customer, so far as the same is based upon a claim that the design or construction of Goods sold by c3controls infringe a United States Patent, Copyright or Mask Work Registration (excepting a claim based upon a design or modification incorporated in such Goods at the request of Customer); provided that Customer promptly notifies c3controls of any such suit or proceeding in writing and provided that, at c3controls’ expense, (a) Customer gives c3controls the right to defend or control the defense of any such suit or proceeding, including settlement, and (b) Customer provides all necessary information and assistance for defense on a timely basis. This obligation to defend shall extend, in the case of non-standard Goods sold by c3controls to Customer, to a claim based upon the use of Goods, but only when such use is not in combination with any other apparatus and only to the extent that c3controls was informed by Customer of such use in writing prior to the date of c3controls’ shipment of the Goods. No implied license is granted to use the Goods in any infringing manner.

c3controls will pay all costs and damages finally awarded or agreed upon by c3controls that are directly related to any such claim. In the event the Goods, or any part thereof, is in such suit held to constitute infringement and the use of said Goods or part thereof is enjoined, c3controls will at its own expense either procure for Customer the right to continue using such Goods or part thereof, replace same with non-infringing Goods, modify the same so it becomes non–infringing, or remove the Goods and refund the purchase price and the transportation and installation costs thereof. THIS PARAGRAPH SETS FORTH C3CONTROLS ENTIRE LIABILITY WITH RESPECT TO ANY AND ALL INTELLECTUAL PROPERTY CLAIMS RELATED TO OR ASSOCIATED IN ANY WAY WITH THE GOODS.

Government Clauses and Contracts – No Government contracts, regulations or clauses shall apply to the Goods of this order or bind c3controls unless specifically agreed in writing by an authorized representative of c3controls.

Goods sold by c3controls are not intended to be used, nor shall they be used, as a “Basic Component” under 10 CFR 21 (NRC).

Visitor Passes – c3controls shall be provided such access to Customer’s premises as c3controls deems reasonably necessary to enable c3controls to provide services to Customer in accordance with these terms and conditions and any applicable specification relating hereto. Notwithstanding anything in any visitor pass form, premises access agreement, or similar document presented by Customer to any c3controls representative as a condition of access to Customer’s premises, c3controls and its representatives shall not: (i) be liable for any claim, injury or damage to Customer, its agents, employees or contractors or any third party relating to or arising out of c3controls visit or Customer’s premises, except for incidents occurring while c3controls personnel are on Customer’s premises and only to the extent such claim, injury or damage results directly solely from the negligence of c3controls representative; (ii) waive any claim for loss or damage to person or property caused by Customer, its agents, employees, contractors, or any third party; or (iii) release Customer, its agents, employees, or contractors or any third party from any claim for injury, loss or damage to person or property occurring during c3controls visit to Customer’s premises.

Assignment – This agreement may not be assigned by either party without the written consent of the other party except that c3controls may, without the consent of Customer, assign this agreement to a present or future affiliate or subsidiary or assign the right to receive payment hereunder thereto.

Governing Law – This agreement shall be deemed to be made in and performed in the Commonwealth of Pennsylvania and shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, including its provisions of the Uniform Commercial Code, but specifically excluding the provisions of the 1980 UN Convention Contracts for the International Sales of Goods. If any portion of these Terms and Conditions are found to be invalid or unenforceable, the parties agree that the remaining portions shall remain in full force and effect.

Patterns, Molds, Tools and Dies – Notice will be given if special patterns, molds, tools or dies are required to complete any order. Charges for such patterns or tools do not convey title thereto nor the right to remove the same from c3controls’ plant. If patterns, molds, tools or dies are not used for a period of two years, c3controls shall have the right to scrap them without notice to Customer.