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Legal

Terms & Conditions of Sale

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Definitions and Interpretation

  1. 1.1  In these terms and conditions, unless the context otherwise requires:

    1. (a)  “Carrier” means the Carrier entity specified in the Sales Invoice;

    2. (b)  “Customer” means the person named in the Sales Invoice;

    3. (c)  “Express Warranty” means the written manufacturer’s warranty provided to the Customer by Carrier at the time of sale;

    4. (d)  “Insolvency Event” includes the winding up, dissolution or cessation of business, the appointment of an administrator or an

      official manager, an assignment for the benefit of creditors, scheme or arrangement with creditors, insolvency or bankruptcy of the Customer or any similar circumstances which reasonably indicate that the Customer is or will become unable to pay its debts as and when they fall due;

    5. (e)  “Order” or “Purchase Order” means any order for, or any statement of intent to purchase, any goods or services placed by the Customer with Carrier, such order or statement of intent being subject to these terms and conditions;

    6. (f)  “Sales Invoice” means the sales invoice issued by Carrier to the Customer, such sales invoice being subject to these terms and conditions; and

    7. (g)  The expression “person” includes an individual, a body politic, a corporation, an association (incorporated or unincorporated), a statutory authority or any other authority or person identified as the Customer.

  2. 1.2  These terms and conditions:
    (a) replace all prior terms and conditions issued by Carrier to the Customer, and supersede any prior agreements, representations

    or understandings with respect to the subject matter of these terms and conditions; and
    (b) to the extent of any inconsistency, take precedence over any terms set out in the Customer's Purchase Order.

  3. 1.3  Any special conditions specified on the Sales Invoice shall, to the extent they are inconsistent with these terms and conditions, take precedence over these terms and conditions.

  4. 1.4  If the Customer purports to impose upon Carrier or incorporate into these terms and conditions any additional or varied terms by any means whatsoever (including without limitation any terms contained in the Customer’s Purchase Order), Carrier will not be bound by such terms and such terms will be null and void and of no force or effect unless agreed to in writing by Carrier.

  1. Orders
    Once an Order has been accepted by Carrier, it cannot be cancelled by the Customer. The supply of goods or services is subject to availability. Carrier reserves the right to suspend or discontinue the supply of goods or services to the Customer for any reason without penalty. If Carrier is unable to supply all of the Customer’s Order, these terms and conditions continue to apply to any part of the Order supplied.

  2. Pricing

  1. 3.1  A quotation is not to be construed as an obligation to sell but merely an invitation to treat and no contractual relationship will

    arise between Carrier and the Customer until Carrier has accepted in writing the Customer’s Purchase Order.

  2. 3.2  Where a written quotation has been given by Carrier and Carrier has accepted the Customer’s Purchase Order in relation to the written quotation, the selling price is the price specified in the quotation. In any other case, the price for goods supplied will be

    Carrier’s list price ruling at the date of shipping and the charge for services supplied will be at Carrier’s prevailing rates at the

    time of supply. Prices are subject to change without notice and are not binding on Carrier.

  3. 3.3  In cases where Carrier intends to progress bill the Customer for the supply of goods or services, Carrier will do so on a

    percentage (%) of completion of works basis and specify the billing schedule in its written quotation. A separate Sales Invoice

    will be raised for each progress payment in accordance with the billing schedule.

  4. 3.4  All prices are expressed net of any applicable goods and services tax or value added tax, freight charges, and customs duty that

    shall be added to the amount to be paid by the Customer unless otherwise specified.

4. Payment

  1. 4.1  The Customer must make immediate payment upon receipt of the Sales Invoice. If the Customer has an approved credit account

    with Carrier, payment by the Customer for the goods and/or services supplied must be made within 30 calendar days from the date of the Sales Invoice unless otherwise agreed in writing. Time is of the essence in respect of the Customer’s obligation to make payment for goods and/or services supplied by Carrier to the Customer.

  2. 4.2  If any part of a Sales Invoice is in dispute, the balance will remain payable and must be paid when due. The Customer has no right to set-off any claim against Carrier from moneys owing to Carrier.

Carrier Air Conditioning Pty Ltd (ACN 000 024 742) - Issue date February 2011 Page 1

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5. Delivery

  1. 5.1  If requested by the Customer, and agreed by Carrier, Carrier will deliver the goods to an address specified by the Customer.

    In such cases:

    1. (a)  the Customer will pay all charges associated with the delivery of the goods unless otherwise agreed in writing;

    2. (b)  the Customer, or a representative of the Customer, must be present at the agreed place and time for delivery, and must sign the

      delivery docket as acknowledgement that the goods and quantities described on the delivery docket have been delivered

      and comply with the Customer’s Purchase Order;

    3. (c)  if the Customer, or a representative of the Customer, is not present at the agreed place and time for delivery, Carrier may

      unload the goods at the agreed place for delivery, in which case, Carrier is no longer responsible or liable in any way

      whatsoever for the goods;

    4. (d)  Carrier's responsibility for delivery ceases at the delivery dock of the delivery address. The Customer is responsible for:

      1. (i)  providing safe and adequate access to and from the delivery dock;

      2. (ii)  the loading and/or unloading of goods; and

      3. (iii)  all loss, damage and/or injury of any nature to any person or any property arising directly or indirectly from or in

        connection with (i) and (ii) above.

  2. 5.2  Carrier reserves the right to deliver in instalments and all such instalments, where separately invoiced, must be paid for

    without regard to the delivery of subsequent instalments. A part delivery of an Order will not invalidate the balance of the

    Order.

  3. 5.3  While Carrier will use all reasonable endeavours to meet agreed delivery dates, Carrier shall not be liable to the Customer for

    any direct loss, indirect loss, special loss, consequential loss or any damage whatsoever should Carrier be delayed or prevented from delivering goods, supplying services, or otherwise performing any of its contractual obligations (whether under these terms and conditions or otherwise) due to any cause or circumstance beyond Carrier’s reasonable control. Time is not of the essence in relation to delivery.

  4. 5.4  Subject to clause 5.3, delivery dates must not be varied once they have been agreed without Carrier’s prior written consent. In the event that Carrier agrees to postpone delivery, the goods in question will be stored at the Customer’s risk and Carrier reserves the right to impose a weekly storage charge. Where delivery is postponed for more than 3 months, Carrier may increase any fixed contract prices to reflect Carrier’s then current list price.

  5. 5.5  Carrier may at its discretion sell any goods still in its possession 3 months after the mutually agreed deferred delivery date and seek damages for any loss suffered or incurred by Carrier as a direct or indirect result of the deferment of the delivery date.

6. Title and Risk

  1. 6.1  Subject to clause 5.4 above, risk of loss of or damage to the relevant goods passes to the Customer:

    1. (a)  where Carrier is responsible for delivering the goods to the address specified by the Customer, upon delivery to the Customer in accordance with clause 5 of these terms and conditions; or

    2. (b)  if the Customer nominates its own vessel or vehicle to deliver the goods to the Customer, upon the goods being loaded onto the Customer’s nominated vessel or vehicle.

    For the avoidance of doubt, upon the passing of risk pursuant to this clause 6.1, Carrier shall under no circumstances be

    responsible for the goods or liable for insuring the goods.

  2. 6.2  Legal and equitable ownership in the goods shall not pass to the Customer until all moneys (for any goods and/or services

    provided to the Customer by Carrier) due to Carrier have been paid to Carrier.

  3. 6.3  The Customer undertakes to store the goods on its premises separately from its own goods or those of any other person in a

    manner which makes the goods readily identifiable as Carrier’s goods until delivery of the goods to a third party.

  4. 6.4  Until legal and equitable ownership in the goods passes to the Customer, the Customer holds the goods in a fiduciary

    capacity. Where the goods are resold by the Customer to a third party, the Customer must keep an amount from the proceeds of sale which is equal to the moneys owed to Carrier in a separate identifiable account as the beneficial property of Carrier and must immediately pay such amount to Carrier when due or upon request by Carrier.

  5. 6.5  The Customer’s right to possession of the relevant goods ceases if a Default Event (including without limitation an Insolvency Event) arises in respect of the Customer.

  6. 6.6  Carrier may, at any time, for the purposes of examination or recovery of the goods, enter any premises in which the goods are stored or thought to be stored and reclaim possession of the goods without liability for trespass, negligence or payment of any compensation to the Customer or any receiver, manager or administrator appointed over all or any part of the Customer’s assets.

  7. 6.7  This clause 6 applies notwithstanding any arrangement under which Carrier provides credit to the Customer and to the extent that there is any inconsistency between this clause 6 and such credit arrangement, this clause 6 prevails.

  8. 6.8  The Customer consents to Carrier creating a purchase money security interest to protect its retention of title to the goods in the Personal Property Security Register or any register which is established pursuant to the Personal Property Securities Act 2009 (Cth) as amended or replaced from time to time.

  9. 6.9  This clause 6 does not give rise to any charge or security over the assets of the Customer but rather the retention of title to Carrier’s goods until payment of all moneys due to Carrier.

Carrier Air Conditioning Pty Ltd (ACN 000 024 742) - Issue date February 2011

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  1. Installation
    Carrier’s Sales Invoice is made on a supply only basis unless otherwise agreed in writing. Installation and commissioning (if any) is at the expense of the Customer unless otherwise specified in writing by Carrier.

  2. Dimensions, Performance Data and Other Descriptive Details

  1. 8.1  Photographs, drawings, illustrations, weights, dimensions, colours and any other particulars accompanying, associated with or

    given in a quotation, the descriptive literature or a catalogue may be subject to alteration without notice.

  2. 8.2  Carrier reserves the right to make changes in the construction, appearance and/or design of goods and notwithstanding any such change, the Customer shall accept in performance of any Order Carrier’s then current corresponding standard model.

9. Claims and Returns
Subject to clause 10 and any Express Warranty, and to the extent permitted by law:

  1. 9.1  All complaints, requests for return of goods, claims, or notification of lost, incomplete, damaged, defective or non-compliant goods must be submitted by the Customer to Carrier in writing within 7 days of the date of delivery of the goods. Where no such notice is given to Carrier, the Customer shall be deemed to have accepted the goods and shall not refuse to pay for the goods on the basis that they were lost, incomplete, damaged, defective or do not comply with the Customer’s Purchase Order.

  2. 9.2  Carrier will not accept the return of goods unless the following conditions are satisfied:

    1. (a)  Carrier’s written approval has first been obtained (which will include the issue of an authorisation number);

    2. (b)  the goods are returned to Carrier in accordance with this clause 9.2 within 7 days of the issue of the authorisation number

      under clause 9.2(a);

    3. (c)  a copy of the relevant invoice is enclosed with the returned goods;

    4. (d)  the goods returned are of merchantable quality (as determined solely by Carrier in its absolute discretion) with the original

      packaging and without damage or marks to the original packaging;

    5. (e)  the Customer pays shipping costs for the return of the goods to a warehouse or other premises nominated by Carrier; and

    6. (f)  the Customer pays to Carrier a handling charge equal to 15% of the price paid for the goods.

    The Customer will be responsible for all loss and damage incurred during return shipment.

  3. 9.3  The Customer shall not deduct the amount of any anticipated credit from any payment due to Carrier.

10. Warranty

  1. 10.1  Certain legislation may imply warranties, terms, conditions and/or guarantees that cannot be excluded, restricted or modified.

    If such legislation applies, to the extent to which Carrier is entitled to do so, its liability is limited at its option to:

    1. (a)  In the case of goods:

      1. (i)  replacement of the goods or the supply of equivalent goods;

      2. (ii)  payment of the cost of replacing the goods or of acquiring equivalent goods, by credit to the Customer’s account, in

        cash or by cheque at Carrier’s discretion; or

      3. (iii)  repayment of any part of the purchase price of the goods which has been paid by the Customer, by credit to the

        Customer’s account, in cash or by cheque at Carrier’s discretion.

    2. (b)  In the case of services, by supplying the services again.

  2. 10.2  All goods supplied by Carrier are subject to the Express Warranty. To the extent permitted by law and subject to clause 10.1, the Express Warranty is in substitution for all other terms, conditions, warranties, guarantees and representations express or implied by legislation or otherwise.

  3. 10.3  The Customer expressly acknowledges and agrees that it has not relied upon, and Carrier is not liable for, any advice given
    by Carrier, its employees or agents in relation to the suitability for any purpose of goods, materials and/or services supplied by Carrier.

11. Liability and Indemnity
11.1 Subject to clause 10 and except to the extent the law provides that liability cannot be excluded, Carrier shall not under any

circumstances be liable for (and the Customer releases Carrier from) any injury, loss (including without limitation indirect loss, special loss, consequential loss, loss of profit, loss of revenue, loss of income, loss of business opportunity, loss of anticipated savings or pure economic loss), damage, cost, expense or liability (whether in contract, tort or otherwise) of any nature whatsoever which may be suffered or incurred by the Customer arising directly or indirectly out of or in connection with the supply of goods and/or services by Carrier or the failure by Carrier to comply with these terms and conditions, even if due to the negligence of Carrier or any of its officers, employees, contractors or agents.

To the fullest extent permitted by law, the Customer indemnifies Carrier and its officers, employees, contractors and agents from and against any loss, damage, cost, expense (including reasonable legal fees and expenses), liability, claim, demand, action, suit or proceeding of any nature suffered or incurred by Carrier or its officers, employees, contractors and agents arising directly or indirectly out of the Customer’s performance or non-performance of these terms and conditions, or any act, omission, negligence or default of the Customer or the Customer’s officers, employees, contractors and agents.

Carrier Air Conditioning Pty Ltd (ACN 000 024 742) - Issue date February 2011

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11.2 Without limiting clause 11.1, Carrier shall under no circumstances be liable for any loss or damage caused to any property of the Customer or any other person whilst such property is on Carrier premises and the owner of any such property is solely responsible for insuring the property against all loss and damage howsoever caused.

  1. Termination, Repossession of Goods & Recovery of Debt
    If the Customer does not make any payment by the due date, exceeds its credit limit at any time, commits any other material breach of these terms and conditions or an Insolvency Event in respect of the Customer arises or is reasonably suspected by Carrier (“Default Event”), Carrier may (without limiting any other right or claim it may have against the Customer) do any or all of the following:

    1. (a)  charge the Customer interest calculated on a daily basis on any portion of the Customer’s account that is overdue at the

      reference rate for business loans available to commercial customers from the financial institution that Carrier banks with

      plus 5% calculated from the date the payment was due until the date payment is made (both dates inclusive);

    2. (b)  vary or withdraw any approved credit limit and/or terms of trade;

    3. (c)  cancel or suspend any unfilled Orders or cease providing the services;

    4. (d)  terminate any contracts between Carrier and the Customer and demand immediate payment of any moneys due and

      outstanding under those contracts;

    5. (e)  cancel any rebate, discount or allowance due or payable by Carrier as at the date of the Default Event;

    6. (f)  enter (at any time) any premises in which Carrier’s goods are stored or thought to be stored, to enable Carrier to reclaim

      possession of the goods without liability for the tort of trespass, negligence or payment of any compensation to the

      Customer or any receiver, manager or administrator appointed over all or any part of its assets;

    7. (g)  lodge a non-lapsing caveat or other similar instrument over any land or personal property of the Customer and the Customer hereby charges in favour of Carrier all beneficial interest (freehold and leasehold) in land and personal property held now or

      in the future by the Customer with the payment of any moneys owed to Carrier. Furthermore, the Customer hereby irrevocably appoints all and any of Carrier’s company secretary and credit manager or a solicitor engaged by Carrier as its lawful attorney for the purposes of doing all such acts and things and executing all such documents necessary to enable Carrier to register a non-lapsing caveat or other similar instrument over any such freehold or leasehold property, and for such purposes a declaration of default duly executed for and on behalf of Carrier by such persons shall be deemed sufficient evidence of such default; or

    8. (h)  institute any recovery process as Carrier in its absolute discretion decides at the Customer’s cost and expense.

  2. Alteration to Terms and Conditions

  1. 13.1  No amendment or variation of any of these terms and conditions shall be effective unless and until specifically agreed to in

    writing by Carrier.

  2. 13.2  Carrier may amend or vary these terms and conditions at any time by written notice to the Customer’s place of business or by

    posting an amended copy on Carrier’s website www.carrier.com.au and the Customer will be bound by any such amendments or variations.

  1. Governing Law
    These terms and conditions, and any agreement incorporating these terms and conditions, shall be governed by the laws of the state or territory in which the goods and/or services are supplied. The parties irrevocably submit to the jurisdiction of the appropriate court convenient to Carrier in respect of any claims, proceedings and matters arising out of or in respect of these terms and conditions.

  2. General

  1. 15.1  All clerical errors are subject to corrections and shall not bind Carrier.

  2. 15.2  The invalidity or unenforceability of any provision of these terms and conditions shall not affect the validity or

    enforceability of the remaining provisions.

  3. 15.3  Carrier’s failure to enforce, at any time or any period of time, any term of these terms and conditions shall not

    constitute waiver of such term and shall in no way affect its right to enforce it.

  4. 15.4  Headings are included for ease of reference and do not form part of or affect the interpretation of these terms and

    conditions.

  5. 15.5  These terms and conditions bind Carrier, the Customer and their respective successors and assigns.

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© All rights reserved. Carrier Air Conditioning Pty Ltd, 2010
This work is the property of Carrier Air Conditioning Pty Ltd. Any unauthorized reproduction, disclosure or distribution of copies by any person of any portion of this work may be a violation of the Copyright Law of Australia and other countries.

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Warranties/ Limitation of Liability

YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CCS RESERVES THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SITE OR ANY FEATURE OR PART THEREOF AT ANY TIME. CCS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES THAT MATERIALS ON THE SITE ARE NONINFRINGING, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING; THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE SITE WILL BE SECURE; THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE SITE WILL BE COMPLETE, ACCURATE OR TIMELY. IF YOU DOWNLOAD ANY MATERIALS FROM THIS SITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CCS OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY OF ANY KIND. CCS DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS ON THIS SITE IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE. IN CERTAIN JURISDICTIONS, THE LAW MAY NOT PERMIT THE DISCLAIMER OF WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITE. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SITE MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR OWN RISK AND THAT THE SITE IS MADE AVAILABLE TO YOU AT NO CHARGE. RECOGNIZING SUCH, YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CCS NOR ITS AFFILIATES, SUPPLIERS OR THIRD PARTY CONTENT PROVIDERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE, OR ANY OTHER SITE YOU ACCESS THROUGH A LINK FROM THIS SITE OR FROM ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US, OR THE DELAY OR INABILITY TO USE THE SITE, OR FOR ANY INFORMATION, PRODUCTS OR SERVICES ADVERTISED IN OR OBTAINED THROUGH THE SITE, REMOVAL OR DELETION OF ANY MATERIALS SUBMITTED OR POSTED ON ITS SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF CCS, ITS AFFILIATES OR ANY OF ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, YOUR LOSS OF PROFITS, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER CCS NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE SITE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR ANY DISPUTE WITH CCS IS TO DISCONTINUE YOUR USE OF THE SITE. YOU AND CCS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED.

Indemnification

You agree to indemnify, defend and hold harmless CCS and its affiliates and their officers, directors, employees, contractors, agents, licensors, service providers, subcontractors and suppliers from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys' fees and court costs, arising or resulting from your use of the Site and any violation of these Terms of Use. If you cause a technical disruption of the Site or the systems transmitting the Site to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys' fees and court costs, arising or resulting from that disruption. CCS reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with CCS in the defense of such matter.

Jurisdiction

The laws of the State of Connecticut, United States govern these Terms of Use and your use of the Site, and you irrevocably consent to the jurisdiction of the courts located in the State of Connecticut for any action arising out of or relating to these Terms of Use. CCS recognizes that it is possible for you to obtain access to this Site from any jurisdiction in the world, but we have no practical ability to prevent such access. This Site has been designed to comply with the laws of the State of Connecticut and of the United States. If any material on this Site, or your use of the Site, is contrary to the laws of the place where you are when you access it, the Site is not intended for you, and we ask you not to use the Site. You are responsible for informing yourself of the laws of your jurisdiction and complying with them.

Changes to Terms

CCS may add to, change, or remove any part of these Terms of Use at any time, without notice. Any changes to these Terms of Use or any terms posted on this Site apply as soon as they are posted. By continuing to use this Site after any changes are posted, you are indicating your acceptance of those changes. CCS may add, change, discontinue, remove, or suspend any other Content posted on this Site, including features and specifications of products described or depicted on the Site, temporarily or permanently, at any time, without notice and without liability.

Entire Agreement

This agreement and any policies or operating rules posted on this Site constitute the entire agreement and understanding between you and CCS with respect to the subject matter thereof and supersede all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter. A printed version of these Terms of Use shall be admissible in judicial or administrative proceedings based on or relating to use of the Site to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Any cause of action you may have with respect to your use of this Site must be commenced within one (1) year after the claim or cause of action arises. If any provision of this agreement is unlawful, void or unenforceable, the remaining provisions of the agreement will remain in place.

Other

Some features that may be available on this Site require registration. By registering at and in consideration of your use of the Site you agree to provide true, accurate, current and complete information about yourself. Some features on this Site require use of a password. You are responsible for protecting your password. You agree that you will be responsible for any and all statements made, and acts or omissions that occur, through the use of your password. If you have any reason to believe or become aware of any loss, theft or unauthorized use of your password, notify CCS immediately. CCS may assume that any communications CCS receives under your password have been made by you unless CCS receives notice otherwise.

If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. These Terms of Use constitute the entire agreement between you and CCS with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and CCS with respect to such use are hereby superseded and cancelled. Other than as provided in a purchase agreement you enter into with CCS, CCS will not accept any counter-offers to these Terms of Use, and all such offers are hereby categorically rejected. CCS�s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by CCS of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between CCS and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.

Thank you for visiting our Site.

Updated by the CCS Intellectual Property Department on June 8, 2012

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