Terms of Use Minimize

CODALE ELECTRIC SUPPLY, INC. STANDARD TERMS AND CONDITIONS APPLYING TO ALL SALES

All sales of material or equipment by CODALE ELECTRIC SUPPLY INC are expressly conditioned upon the terms and conditions set forth below. Any additional or different terms or conditions set forth in any purchase order of the Buyer or in any similar such communication are hereby objected to by CODALE ELECTRIC SUPPLY INC and shall not be binding or effective unless expressly assented to in writing by an authorized representative of CODALE ELECTRIC SUPPLY INC.

PRICES AND TERMS

Unless otherwise stated, all prices by CODALE ELECTRIC SUPPLY INC, hereafter referred to as Seller, are subject to change without notice. Prices do not include sales, use, excise, value added or similar taxes and, where applicable, such taxes shall be as a separate item and paid by the Buyer. All items shown as freight allowed and pertain to particular items and quantities.

Any deviation after placement of order such as changes in quantity or partial release will be subject to the manufacturer's terms and conditions where applicable. Unless otherwise noted, all sales are made f.o.b. point of shipment with freight allowed to common free delivery point nearest destination within the United Sates, except Alaska and Hawaii; in all cases, title shall pass upon delivery to the carrier at point of shipment and thereafter all risk of loss or damage shall be upon the Buyer. Extra labor or mechanical facilities required to unload shall be provided by Buyer without any cost to Seller.

DELIVERY

Factory shipping dates given in advance of actual shipment are estimates by the manufacturer and are based upon prompt receipt of all necessary information. Quoted shipping dates are based on time after receipt of order at factory, with complete information, until merchandise is delivered to common carrier. Seller shall not be liable for failure to deliver or for delays in delivery or performance due to (1) causes beyond its reasonable control, or (2) acts of God, acts of Buyer, acts of civil or military authority, priorities or other governmental allocations or controls, fires, strikes or other labor difficulties, riots and other civil disturbances, delays in its usual source of supply, delays in transportation, or (3) any other commercial impracticability. In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of the delay.

PAYMENT

If, in the judgment of Seller, the financial condition of the Buyer at the time of manufacture or shipment does not justify the terms of payment specified. Seller reserves the right to require full or partial payment before manufacture or shipment and to suspend any further performance until such payment has been received. Buyer agrees that all funds owed to or received by Buyer from anyone, to the extent those funds result from labor or materials supplied by Seller, shall be held in trust for the benefit of Seller ("Trust Funds''). Buyer agrees it has no interest in the Trust Funds held by anyone and to promptly account for and pay to Seller all Trust Funds. To the extent the Trust Funds are held by a third party, Buyer agrees to direct the third party to pay the Trust Funds to Seller.

WARRANTIES

Material and equipment distributed by Seller are the products of reputable manufacturers sold under their respective brand or trade names. Seller shall use its best efforts to obtain from each manufacturer, in accordance with the manufacturer's warranty (copies of which will be furnished upon request) or customary practice, the repair or replacement of products that may prove defective in material or workmanship. The foregoing shall constitute the exclusive remedy of the Buyer and the sole obligation of Seller. Except as to title, THERE ARE NO WARRANTIES, WRITTEN, ORAL, IMPLIED, OR STATUTORY relating to the described material or equipment which extend beyond that described in this paragraph. NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY.

LIMITATION OF LIABILITY

Seller's liability on any claim for loss or damage arising out of this contract or from the performance or breach thereof or connected with the supplying of material or equipment hereunder, or its sale, resale, operation or use, whether based on warranty, contract, negligence or other grounds shall not exceed the price allowable to such material or equipment or part thereof involved in the claim. Seller shall not, under any circumstances, be liable for any labor charges unless agreed upon in advance by Seller. Seller shall not in any event be liable for special or consequential damages including, but not limited to, loss of profits or revenue, liquidated damages, loss of use of the product or any associated product, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims of customers of the Buyer for such damages.

CANCELLATION

Buyer may cancel any order by mutual agreement based upon payment to Seller of reasonable and proper cancellation charges.

ACCEPTANCE

Material and equipment must not be returned without the advance written consent of Seller. Goods shall be deemed accepted upon receipt, and at the least Buyer has a duty to inspect all materials upon delivery and failure to object in writing within 30 days of delivery shall constitute an irrevocable acceptance of the goods and a waiver of any and all claims relating to those goods. Buyer agrees that failure to object to an invoice, in writing, within thirty (30) days from the date of the invoice shall constitute a waiver of any and all defenses to payment of the amounts reflected on the invoice, including interest charges, and that such amounts shall constitute an account stated against Buyer.

ASSIGNMENT

Any assignment of any contract involving this order, or any rights there under, by the Buyer without the advance written consent of Seller shall be voidable, at the sole discretion of Seller. In no event shall any such assignment relieve Buyer of its payment or other obligations, but CODALE ELECTRIC SUPPLY INC reserves the right to seek payment and recovery from any lawful assignee or person or entity which has assumed the assets or business of Buyer.

HAZARDOUS BUSINESS

Material and equipment distributed by Seller has been designed and manufactured for use in standard commercial, industrial and residential applications. If the material or equipment is to be applied in any location which might be of a hazardous nature, such as atomic installations, commercial or military aircraft, missile installations, space explorations or other critical applications where a failure of a single component could cause substantial harm to persons or property, Seller disclaims all responsibility. Such concurrence must be signed by an officer of the CODALE ELECTRIC SUPPLY INC Any questions should be referred to the manufacturer through Buyer's local CODALE ELECTRIC SUPPLY INC office.

GENERAL TERMS

Any of the terms and provisions of Buyer's order which are inconsistent with the terms and provisions hereof shall not be binding on Seller and shall not be considered applicable to the sale or shipment of the merchandise referred to herein. Unless Buyer shall notify Seller in writing to the contrary as soon as practicable after receipt of this quotation by Buyer, acceptance of the terms and conditions hereof by Buyer shall be indicated, and, in the absence of such notification, the sale and shipment by Seller of the merchandise covered hereby shall be conclusively deemed to be subject to the terms and conditions herein. A standard form purchase order or similar document shall not constitute written objection to the terms herein. Rather, a written objection must be separately stated, and addressed to "Attn: Credit Manager, CODALE ELECTRIC SUPPLY INC, 5225 West 2400 South, Salt Lake City, UT 84120," and must state with particularity those specific terms to which Buyer objects. In the event this written notice is not timely sent, before shipment or delivery of the product, then Buyer waives any and all rights to object to the terms herein.

ATTORNEY'S FEES, JURISDICTION, AND VENUE

Buyer agrees that making any purchases from CODALE ELECTRIC SUPPLY INC constitutes doing business in the state of Utah and that Buyer consents to the personal jurisdiction of the state and federal courts in Utah. Buyer agrees that the venue to resolve any and all disputes with CODALE ELECTRIC SUPPLY INC shall exclusively lie in the state or federal courts situated in Salt Lake County, Utah. Buyer agrees that in the event of any legal action brought by or against CODALE ELECTRIC SUPPLY INC, the nonprevailing party shall pay to the prevailing party all costs and expenses incurred in connection with such action, including but not limited to attorney's fees (whether hourly or contingent), lien fees, court costs and any other costs of litigation or collection proceedings (including without limitation expert witness fees, deposition or court transcript fees, photocopy charges, and document vendor charges).

ONE-YEAR LIMITATION

Any and all claims brought by Buyer against Seller shall be filed in one of the above referenced jurisdictions within one (1) year after the date of shipment or it shall be deemed forever waived.

INTELLECTUAL PROPERTY AND INDEMNIFICATION

Seller makes no warranty or representation with regard to any patent, trademark, copyright, trade dress, or trade secret, relating to or claimed to arise from any product sold to Buyer. Seller will not and does not indemnify or otherwise hold harmless Buyer from any claim of misappropriation or infringement of any patent, trademark, trade dress, trade secret, copyright or other rights relating to any merchandise. Buyer agrees that Buyer will not make any such claim, or seek any such indemnification, and that such a claim or demand by Buyer constitutes a breach of these Standard Terms, and that Buyer shall pay all attorney fees and other court costs incurred by Seller in defending against any such claim or demand, whether or not a legal action is commenced or filed.

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AGREEMENT BETWEEN WEBSITE USER AND Codale Electric Supply, Inc.

The Codale Electric Supply, Inc. Web Site is comprised of various Web pages operated by Codale Electric Supply, Inc..

The Codale Electric Supply, Inc. Web Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Codale Electric Supply, Inc. Web Site constitutes your agreement to all such terms, conditions, and notices.

MODIFICATION OF THESE TERMS OF USE

Codale Electric Supply, Inc. reserves the right to change the terms, conditions, and notices under which the Codale Electric Supply, Inc. Web Site is offered, including but not limited to the charges associated with the use of the Codale Electric Supply, Inc. Web Site.

LINKS TO THIRD PARTY SITES

The Codale Electric Supply, Inc. Web Site may contain links to other Web Sites ("Linked Sites"). The Linked Sites are not under the control of Codale Electric Supply, Inc. and Codale Electric Supply, Inc. is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Codale Electric Supply, Inc. is not responsible for webcasting or any other form of transmission received from any Linked Site. Codale Electric Supply, Inc. is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Codale Electric Supply, Inc. of the site or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Codale Electric Supply, Inc. Web Site, you warrant to Codale Electric Supply, Inc. that you will not use the Codale Electric Supply, Inc. Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Codale Electric Supply, Inc. Web Site in any manner which could damage, disable, overburden, or impair the Codale Electric Supply, Inc. Web Site or interfere with any other party's use and enjoyment of the Codale Electric Supply, Inc. Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Codale Electric Supply, Inc. Web Sites.

USE OF COMMUNICATION SERVICES

The Codale Electric Supply, Inc. Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

     
  • Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

     
  • Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.

     
  • Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.

     
  • Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.

     
  • Conduct or forward surveys, contests, pyramid schemes or chain letters.

     
  • Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.

     
  • Falsify or delete 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 uploaded.

     
  • Restrict or inhibit any other user from using and enjoying the Communication Services.

     
  • Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.

     
  • Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

     
  • Violate any applicable laws or regulations.
Codale Electric Supply, Inc. has no obligation to monitor the Communication Services. However, Codale Electric Supply, Inc. reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Codale Electric Supply, Inc. reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Codale Electric Supply, Inc. 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 Codale Electric Supply, Inc.'s sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Codale Electric Supply, Inc. does not control or endorse the content, messages or information found in any Communication Service and, therefore, Codale Electric Supply, Inc. specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Codale Electric Supply, Inc. spokespersons, and their views do not necessarily reflect those of Codale Electric Supply, Inc..

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

MATERIALS PROVIDED TO Codale Electric Supply, Inc. OR POSTED AT ANY Codale Electric Supply, Inc. WEB SITE

Codale Electric Supply, Inc. does not claim ownership of the materials you provide to Codale Electric Supply, Inc. (including feedback and suggestions) or post, upload, input or submit to any Codale Electric Supply, Inc. Web Site or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Codale Electric Supply, Inc., its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. Codale Electric Supply, Inc. is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Codale Electric Supply, Inc.'s sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE Codale Electric Supply, Inc. WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. Codale Electric Supply, Inc. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE Codale Electric Supply, Inc. WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE Codale Electric Supply, Inc. WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

Codale Electric Supply, Inc. AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE Codale Electric Supply, Inc. WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. Codale Electric Supply, Inc. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Codale Electric Supply, Inc. AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE Codale Electric Supply, Inc. WEB SITE, WITH THE DELAY OR INABILITY TO USE THE Codale Electric Supply, Inc. WEB SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE Codale Electric Supply, Inc. WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE Codale Electric Supply, Inc. WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF Codale Electric Supply, Inc. OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE Codale Electric Supply, Inc. WEB SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE Codale Electric Supply, Inc. WEB SITE.

SERVICE CONTACT : admin@codale.com

TERMINATION/ACCESS RESTRICTION

Codale Electric Supply, Inc. reserves the right, in its sole discretion, to terminate your access to the Codale Electric Supply, Inc. Web Site and the related services or any portion thereof at any time, without notice. GENERAL To the maximum extent permitted by law, this agreement is governed by the laws of the State of Washington, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in King County, Washington, U.S.A. in all disputes arising out of or relating to the use of the Codale Electric Supply, Inc. Web Site. Use of the Codale Electric Supply, Inc. Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Codale Electric Supply, Inc. as a result of this agreement or use of the Codale Electric Supply, Inc. Web Site. Codale Electric Supply, Inc.'s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Codale Electric Supply, Inc.'s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Codale Electric Supply, Inc. Web Site or information provided to or gathered by Codale Electric Supply, Inc. with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Codale Electric Supply, Inc. with respect to the Codale Electric Supply, Inc. Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Codale Electric Supply, Inc. with respect to the Codale Electric Supply, Inc. Web Site. 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 an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.

COPYRIGHT AND TRADEMARK NOTICES:

All contents of the Codale Electric Supply, Inc. Web Site are: Copyright 2009-2017 Codale Electric Supply, Inc. and/or its suppliers. All rights reserved.

TRADEMARKS

The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.

Any rights not expressly granted herein are reserved.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement. 
  
 Terms and Conditions of Purchase Minimize

1.             Either of the following constitutes your ("Seller") acceptance of these T&Cs: (a) Seller’s execution or acknowledgement of a purchase or work order ("Order"); or (b) Seller’s commencement of performance of the Order (e.g., promising or commencing performance); provided, however, we (“Buyer”) may treat the offer made by the Order as having lapsed before acceptance if Seller fails to so accept within a reasonable period of time. Except as provided in Section 3 (only as to an extended warranty period) and Section 10 below, Orders are subject to and governed exclusively by, and Seller's acceptance thereof is expressly limited to, these T&Cs. Buyer hereby expressly rejects and objects to any prior or subsequently proposed term, condition or alteration. No modification or waiver of these T&Cs shall be binding on Buyer unless expressly accepted in writing by Buyer’s authorized officer. Any reference to Seller’s quote, bid or proposal does not constitute acceptance of any legal terms or condition thereof.

2.             Orders may be issued electronically or in writing. The purchase price for goods (“Products”) and services sold to Buyer shall be as listed on the Order or as otherwise agreed in writing by the parties. Buyer will pay undisputed portions of valid invoices within sixty (60) days of Buyer’s receipt. Buyer may cancel or change Orders without penalty upon at least ten (10) days’ notice. If Seller believes any such change will affect the price or delivery date, Seller shall so notify Buyer in writing (with reasonable supporting documentation) within three (3) days of receiving said written direction or the change shall be deemed accepted without modification to the price or date of delivery. Any such modification to price and/or delivery date must be pre-approved by Buyer in writing. No substitutions shall be made without Buyer’s prior written consent. Products shall be tendered by Seller in a single delivery unless otherwise agreed. Shipments shall be F.O.B. (INCOTERMS 2010) Buyer’s designated destination or otherwise in accordance with shipping terms on the Order. No charge will be allowed for packing, shipping or handling unless stated in the Order. Seller shall pay for damaged Products resulting from improper packing or marking. Itemized packing lists must accompany each shipment. Buyer’s count will be final and conclusive on shipments not accompanied by Seller’s itemized packing list. Time is of the essence. Seller shall promptly notify Buyer of any actual or anticipated delay and shall take all commercially reasonable steps to avoid or end delays without additional cost to Buyer.

3.             Seller represents, warrants, and covenants that:  (i) it has and will transfer good title to Products upon delivery, free and clear of all liens, claims and encumbrances of any kind; (ii) Products will conform to Seller's standard technical specifications and to all specifications, descriptions, drawings and standards provided by Buyer or otherwise agreed to by Seller, and they will be new, meet the highest industry standards, fit for the purpose(s) normally intended (or specifically intended if such intent is communicated to Seller in the Order or otherwise), and Products and services will be free from defects in design, materials and workmanship; (iii) Products and their use, sale, lease and distribution will not infringe, misappropriate, or violate trademarks, service marks, copyrights, patents, patent rights, trade secrets or other intellectual property rights of a third party; (iv) it will utilize all necessary or desirable protective equipment and devices, whether suggested or required by safety associations, government agencies, municipalities or otherwise; (v) that all services shall be done with the utmost skill, care and diligence, in a good and workmanlike manner, in accordance with the terms hereof and good industry standards of performance and in a timely manner; (vi) it and the Products and services provided to Buyer will comply with all applicable laws, codes, standards and regulations (including, but not limited to anti-corruption and anti-bribery, child labor, affirmative action and conflict minerals); and (vii) it will comply with all aspects of Buyer’s Cyber Security Requirements outlined in Appendix 1 as applicable. The foregoing warranties are enforceable by Buyer and its direct and indirect customers receiving such Products (together, “Customers”), and each shall remain valid for the longer of: (1) eighteen (18) months from the date of shipment from Seller; (2) such longer period as is offered by Seller in its then standard warranty; or (3) such longer period as is required by applicable law. If Seller breaches any of the foregoing warranties, Seller shall, at Buyer’s election and at Seller’s sole cost and expense (including, but not limited to, all transport, packaging, removal, testing, re-install and other labor costs): (a) repair or replace Products or services to Buyer's complete satisfaction; (b) reimburse Buyer for the purchase price paid for such Products or services; or (c) reimburse Buyer for the cost of substitute products or services obtained by Buyer from third-parties. Warranties shall begin anew on the date of repair or replacement pursuant to this Section 3. 

4.             Seller shall indemnify, defend and hold harmless Buyer, its parent, subsidiaries, Customers and affiliates, and its/their officers, directors, employees, agents, contractors and representatives, from and against any and all actual or asserted claims, actions, damages, injuries, fines, penalties, settlements, judgments, losses, costs and expenses (including court costs and attorneys' fees) (collectively "Losses") arising out of, in connection with, or resulting directly or indirectly from:  (i) Seller's breach of any representation, warranty or covenant hereunder; (ii) the use, sale, lease or distribution of Products (including, without limitation, for Losses that are attributable, in whole or in part, to contamination, pollution or environmental damage (including clean-up costs), data or security breaches, or any inaccurate or misleading representations or omissions from any Product literature, communication, packaging, warning or instruction relating thereto); (iii) recall of Product initiated or required by Seller, a governmental agency or applicable laws, rules, orders or regulations; or (iv) negligence, gross negligence, recklessness, fraud, strict liability, fault, violation of law, or willful misconduct of Seller, its employees, suppliers, manufacturers, contractors, officers, directors, guests, invitees or agents. Seller acknowledges and agrees that its indemnity obligations under this Section 4 shall be enforceable against Seller regardless of whether or not insurance Seller maintains covers such indemnity obligations. The foregoing shall not be construed to negate, abridge, or otherwise reduce any other right or obligation that would otherwise exist as to any party or person described herein. In the event that any indemnity provisions herein are contrary to applicable law, then such indemnity obligations shall be construed to apply to the fullest extent allowed by applicable law.

5.            
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, OR ITS PARENT OR AFFILIATES, OR ANY OF ITS/THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE HEREUNDER FOR ANY SPECIAL, RELIANCE, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMIT, FROM DAMAGES TO PROPERTY, FOR LOSS OF PROFITS, INCOME, USE OR TIME, WHETHER IN TORT, CONTRACT, OR OTHERWISE RESULTING FROM PERFORMANCE OR NON-PERFORMANCE HEREUNDER, AND WHETHER OR NOT IT/THEY KNEW OF THE POSSIBILITY THEREOF; PROVIDED, HOWEVER, THIS SECTION 5 SHALL NOT LIMIT SELLER'S OBLIGATIONS UNDER SECTIONS 4 OR 12.

6.             Unless otherwise expressly agreed in writing by Buyer, Seller shall not, and shall not authorize any other party to, use, modify, reproduce or replicate any trademark, logo or trade name owned or claimed by Buyer ("Buyer Marks") in any way. Seller shall not contest Buyer's right of exclusive use of any Buyer Mark. Upon expiration or termination of the Order, Seller will remove and not thereafter use any sign, catalogue, brochure or other material (whether print or electronic) containing any Buyer Mark and Seller will, at Buyer’s option, immediately destroy or return to Buyer such material in its possession or under its control containing Buyer Marks. In addition, Seller agrees not to use any Buyer Marks in any promotional material, including without limitation, customer lists, advertisements, or press releases, without Buyer's advance written authorization.

7.             The occurrence of any one or more of the following shall constitute an “Event of Default”: (i) delivery of services or Products failing to conform to any provision hereof (“Non-Conforming Products”); (ii) Seller’s breach or failure to perform its obligations hereunder; or (iii) Seller’s breach or misrepresentation of any representation or warranty herein. Upon an Event of Default, Buyer shall be entitled, but not required, to exercise any or all of the following: (i) for late delivery or performance, Buyer may extend the time therefore and/or require expedited shipping/services, and such Products/services shall be provided in the manner and per the timelines specified by Buyer, at Seller's sole cost; (ii) with respect to Non-Conforming Products, Buyer shall have all of the rights and remedies available under Sections 3 and 4 above; (iii) reject or revoke acceptance, as the case may be, of all or any portion of the shipment of Products containing any Non-Conforming Products; and/or (iv) exercise any other rights and remedies specified in the Order or otherwise available under applicable law. Buyer may exercise any one or more of the foregoing rights and remedies by notifying Seller of such intent. Buyer shall not be liable to Seller on account of exercising any such rights or remedies. Seller acknowledges and agrees that the occurrence of an Event of Default constitutes a substantial impairment of value to Buyer of the shipment at issue, the entire Order, and any other then pending Orders, so as to entitle Buyer to exercise any and/or all of the remedies specified herein, in the Order, and at law, and Seller hereby waives its right to cure the default in question, unless otherwise agreed in writing by Buyer. The making of or failure to make any inspection of or payment for the Products shall in no way impair Buyer’s right to reject Non-Conforming Products, nor be deemed acceptance by Buyer of the Products, nor affect in any way Seller’s obligations hereunder, notwithstanding Buyer’s opportunity to inspect the Products, Buyer’s knowledge of the non-conformity or defect, its substantiality or the ease of its discovery, nor Buyer’s earlier failure to reject the Products.

8.             All questions pertaining to the validity, construction, execution and performance of the Order and the relationship of the parties hereto shall be construed and governed by the laws of Delaware and the USA, without giving effect to the principles of (i) comity of nations; or (ii) conflicts or choice of law provisions thereof, and the Order shall not be governed by the U.N. Convention on Contracts for the International Sale of Goods. Exclusive jurisdiction shall be in the appropriate state or federal court in the state of Buyer's principal place of business.

9.             Seller certifies that it has an affirmative action policy ensuring equal employment opportunity without regard to, and that it maintains no employee facilities segregated on the basis of, race, color, national origin, sex, age, sexual orientation, religion or handicap, and that it is not debarred or suspended from being awarded Federal or Federally assisted contracts. If applicable, the following laws, orders and regulations, as amended, are hereby incorporated: Executive Order 11246; Vietnam Era Veterans Readjustment Act; Rehabilitation Act of 1973; Veterans Compensation, Education and Employment Act; 41 CFR 60-1.4 (Equal Employment Opportunity); 41 CFR 60-250.4 ¾(Veterans Affirmative Action); 41 CFR 60-741.4 (Handicap Affirmative Action); 41 CFR 601.40 (Affirmative Action Plans); 41 CFR 601.7 (EE01 Reports); 41 CFR 61650 (Veterans Employment Reports). Seller certifies and warrants that it is and shall remain in compliance with all applicable anti-corruption and anti-bribery laws and that the Products are produced in compliance with the Fair Labor Standards Act of 1938, as amended, and the regulations and orders of the U.S. Department of Labor issued thereunder, and that each invoice it submits is correct and authentic and the only one issued for the Products at issue, and that all Products comply with the Occupational Safety and Health Act of 1970, as amended, and the applicable state plans approved under same, and the regulations thereunder, to the extent applicable.  Seller shall notify Buyer in writing if Products are subject to laws or regulations relating to hazardous or toxic substances, or when disposed of, to regulations governing hazardous wastes, or to any other health, safety and/or environmental regulations. Seller shall furnish all appropriate shipping certifications, labeling in compliance with the Workplace Hazardous Materials Information System, Material Safety Data Sheets in compliance with the Workplace Hazardous Materials Information System, and instructions for shipping, safety, handling, exposure and disposal in a form sufficiently clear for use and actions to be taken by Buyer’s and its Customer’s non-technical personnel.

10.          Without limiting Seller’s obligations or liabilities hereunder, Seller shall, on the date an Order is accepted and for a period of two (2) years thereafter, at its sole expense, purchase and maintain the following insurance coverage with carriers that have A.M. Best ratings of not less than A- and with a minimum financial rating of Class VII:  (a) Commercial General Liability Insurance that covers all liabilities for bodily injury and property damages arising from the Products, services and/or the performance of an Order, with limits of liability of at least $5,000,000 for each occurrence and in the aggregate. Coverage must include Products/Completed Operations, Personal and Advertising Injury and Blanket Contractual Liability (CG 20 10 or its equivalent must be provided). Such CGL insurance may be maintained through any applicable combination of CGL and Excess/Umbrella Coverage; (b) Automobile Liability Insurance that covers all liabilities for bodily injury and property damages arising from the use of all owned, hired or non-owned vehicles, with limits of liability of at least $1,000,000 for each occurrence and in the aggregate; (c) Workers Compensation Insurance shall be statutory by state law and Employer's Liability Insurance with limits of liability of at least $1,000,000; (d) Product Liability Insurance that covers the Products with limits of liability of at least $5,000,000 in the aggregate; and (e) Technology Errors & Omissions Liability Insurance, with a minimum limit of $5,000,000 per claim and in the aggregate, covering all Products including failure of information technology security, data privacy breach and software copyright infringement (if coverage is on a claims-made basis, the policy must contain a retro date which precedes the effective date of the Order and continuity must be maintained for 1 (one) year following termination or expiration of the Order). All insurance coverage required herein for Seller shall extend to and protect Buyer and its subsidiaries, parent company and/or affiliates to the full amount of such coverage, and all deductibles and/or self-insured retentions (if any), including those related to defense cost, are the sole responsibility of Seller and, upon Buyer’s request, Seller shall disclose the same to Buyer. All policies, except the Workers' Compensation insurance, shall be endorsed to name Buyer, its parent and affiliated entities, and its/their directors, officers, employees, representatives, and agents, as an additional insured and such policies shall be endorsed to waive all express or implied rights of subrogation against Buyer, its parent and affiliated entities. The insurance coverage set forth above shall be primary to any liability insurance or other insurance carried by Buyer, its affiliates or parent and Buyer's, its affiliate’s and parent’s other insurance shall be excess and non-contributory for claims and losses arising out of the performance of an Order.  Seller shall provide a coverage endorsement for each category of insurance required above, except for Workers' Compensation, which includes a cross liability clause, stating that the Seller and Buyer shall each be considered as a separate entity. The policies shall not be canceled, terminated or materially reduced without thirty (30) days' advance written notice to Buyer. Seller shall provide Buyer with a Certificate of Insurance evidencing the above-required types and amounts of insurance coverage and other requirements prior to selling Products and providing services to Buyer and on an annual basis thereafter.  Failure of the Seller to provide Buyer the Certificate of Insurance or failure of Buyer to specifically request such certificate, shall in no way limit or release the Seller of its obligations or liabilities under this Section 10. In the event the Seller or its insurance carrier defaults on any obligation hereunder, Seller agrees that it will be liable for all reasonable expenses and attorneys' fees incurred by Buyer or its affiliates to enforce the provisions hereunder.

11.          Unless Buyer and Seller are currently entered into a separate, written agreement that specifically governs their business relationship and the subject matter of the Order, and unless that written agreement specifically contains a merger clause that addresses conflicting terms and conditions in purchase orders, invoices, etc., then these T&Cs constitute the entire agreement and understanding between the parties, and supersede and replace all prior negotiations and agreements, proposed or otherwise, whether written or oral, concerning the subject matter hereof.  No course of dealing, usage of trade or course of performance shall be relevant to explain, supplement or modify any express provision of these T&Cs.

12.          Buyer may disclose Confidential Information (as defined below) to Seller in connection with its purchase of Products and services from Seller. Seller shall not disclose any Confidential Information or any portion thereof to any person or entity and shall only use such Confidential Information to fulfill its obligations hereunder, it being understood that such Confidential Information provides Buyer with a competitive advantage in its trade because it is not generally known or available to the public. In that regard, Seller acknowledges and agrees that Buyer has taken and is taking reasonable steps to protect the confidentiality of, and its legitimate interests in, the Confidential Information. The term "Confidential Information" means information concerning Buyer’s business, personnel, data, financial and marketing plans, intellectual property rights (including, without limitation, patents, trademarks, copyrights and trade secrets), forecasts, strategies and statements, and Customer related information.  To the extent allowed by law, Seller shall notify Buyer in writing in advance of any disclosure of Confidential Information required by law, court or administrative order.
13.          All notices permitted, required or provided for herein shall be made in writing, and shall be deemed adequately delivered if delivered by hand, certified mailing in the U.S. mail with return receipt requested, or by a recognized courier service that regularly maintains records of its pick-ups and deliveries, to the parties at their respective addresses, as set forth on the face of the Order or as otherwise designated by a party hereto. Any waiver of any of the provisions herein or of any inaccuracy in or non-fulfillment of any of the representations, warranties or obligations hereunder or contemplated hereby, shall not be effective unless made in writing and signed by the party against whom the enforcement of such waiver is sought. Any provision of these T&Cs that is deemed invalid or unenforceable in any jurisdiction shall, as to such jurisdiction only, be ineffective only to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable or otherwise affecting the remaining terms and provisions hereof. Neither party may assign or otherwise delegate any of its rights or obligations hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld, delayed or conditioned; provided, however, Buyer shall have the right to assign Orders without Seller’s consent to an affiliate of Buyer.  The provisions hereof that by their nature are intended to survive the termination, cancellation, completion or expiration of the Order shall continue as valid and enforceable obligations of the parties notwithstanding any such termination, cancellation, completion or expiration. To the maximum extent permitted by applicable law: (i) Seller's warranties are fully-enforceable by Buyer and its Customers (as intended third-party beneficiaries); and (ii) the indemnities provided hereunder are fully-enforceable by Buyer and/or any or all of the other indemnitees identified above in Section 4.

Appendix 1

Cyber Security Requirements

1.             Seller shall ensure all Products have been developed in accordance with principles of secure software development consistent with software development industry best practices, including, but not limited to, security design review, secure coding practices, risk based testing and remediation requirements. Seller must use reasonable measures to secure the software development environment of the Products from unauthorized access.

2.             Seller shall include cyber security guidance in the Product documentation provided to Buyer. This documentation shall include guidance on how to configure the Products and/or the surrounding environment to best ensure security. It shall also include guidance on which logical or physical ports are required for the Product to function. If authentication is used to protect access to any service or capability of the Products, regardless of the intended user of that service/capability, the Seller shall ensure:

2.1   the Products shall not provide access to that service or capability using a default account/password;

2.2   the Products shall not provide access to that service or capability using a “Backdoor” account or password;

2.3   the Products’ associated authentication and password change processes shall be implemented with an appropriately secure cryptographic level; and

2.4   Buyer shall be able to change any passwords supported by the Products.

3.             In the event that any wireless technology is incorporated in any Product, Seller shall document that the wireless technology complies with standard operational and security requirements specified in applicable wireless standard(s) or specification(s) (e.g., applicable IEEE standards, such as 802.11).

4.             In the event that any cryptographic systems are contained in the Product, Seller shall only use cryptographic methods that are “Approved” as defined in the Federal Information Processing Standard (FIPS) Security Requirements for Cryptographic Modules (FIPS 140-2), and Seller shall provide an automated remote key-establishment (update) method that protects the confidentiality and integrity of the cryptographic keys.

5.             Seller must develop and maintain an up-to-date Cyber Security Susceptibility management plan designed to promptly identify, prevent, investigate, and mitigate any Cyber Security Susceptibilities and perform any required recovery actions to remedy the impact. “Cyber Security Susceptibility (ies)” is defined as any bug, software defect, design flaw, or other issue with software associated with a Product that could adversely impact the confidentiality, integrity or availability of information or processes associated with the Product.

6.             Seller shall notify Buyer within a reasonable period, in no event to exceed five (5) business days after discovery, or shorter if required by applicable law or regulation, of any potential Cyber Security Susceptibility. Seller shall report any Cyber Security Susceptibility to Buyer. Within a reasonable time thereafter, Seller shall provide Buyer, free of charge, with any upgrades, updates, releases, maintenance releases and error or bug fixes necessary to remediate any Cyber Security Susceptibility. Seller shall reasonably cooperate with Buyer in its investigation of a Cyber Security Susceptibility, whether discovered by Seller, Buyer, or a third party, which shall include providing Buyer a detailed description of the Cyber Security Susceptibility, the remediation plan, and any other information Buyer reasonably may request concerning the Cyber Security Susceptibility, as soon as such information can be collected or otherwise becomes available. Buyer or Buyer’s agent shall have the right to conduct a cyber security assessment of the applicable Products, and the Product development lifecycle, which includes tests intended to identify potential Cyber Security Susceptibilities. Seller shall designate an individual responsible for management of the Cyber Security Susceptibility, and shall identify such individual to Buyer promptly.

7.             Seller represents, warrants and covenants that all open source software contained within the Products are and shall be in material compliance with the terms and conditions of the applicable licenses governing their use, and the Products or the use thereof by Buyer shall not cause Buyer or Buyer’s intellectual property rights to be subject to the terms or conditions of a copyleft license, or require Buyer to fulfill any open source license obligations for any open source software contained within the Products.

8.             Seller represents, warrants, and covenants that the Products shall be free of viruses, malware, and other harmful code (including, without limitation, time-out features) which may interfere with the use of the Products regardless of whether Seller or its personnel purposefully placed such code in the Products. In addition to exercising any of Buyer’s other rights and remedies under the Order or otherwise at law or in equity, Seller shall provide Buyer, free of charge, with any and all new versions, upgrades, updates, releases, maintenance releases, and error or bug fixes of the Products (collectively, “Revised Code”) which prevents a breach of any of the warranties provided under the Order or corrects a breach of such warranties. Revised Code contained in the Products constitutes Products for purposes of the Order.

  
 Terms and Conditions of Sale Minimize

Terms and Conditions of Sale

1.             Governing Terms.  By accessing, browsing, or otherwise using our website, requesting a quote, establishing a line of credit, placing an order, issuing a release, or accepting products or services from Codale Electric Supply, Inc. (“Seller”), you acknowledge and agree that all products and services provided by or on behalf of Seller to you and/or your subsidiaries or affiliates (collectively, “Customer”) shall be governed exclusively by these Terms and Conditions of Sale (“T&Cs”), which shall control regardless of any additional or conflicting legal terms and/or conditions contained on or referenced in any quotation, order, acknowledgement, invoice, website, release, correspondence, request, proposal, or other document or form issued by or on behalf of Customer, including, but not limited to, at any time in the course of dealing or performance, all of which are hereby rejected and deemed void and of no force or effect.  Seller’s acknowledgment and/or acceptance of an order shall not be deemed an acceptance of any such other terms and/or conditions or a waiver of the provisions hereof; instead, these T&Cs may only be modified, waived, supplemented, or superseded with the express prior written consent of an authorized officer of Seller (i.e., with title of Vice President or President).  Notwithstanding the foregoing, Seller reserves the right, in its sole discretion, to periodically revise these T&Cs without notice.  Seller reserves the right to accept or reject any order.

2.             Payment Terms.  Payment for all amounts due hereunder shall be due net thirty (30) days from date of invoice (the “Payment Date”) unless otherwise expressly agreed to by Seller and Customer in writing; provided, however, Seller may, in its sole discretion, require full payment in cash before order entry, shipment, or delivery.  Payments not received when due will be subject to a late fee of 1.5%, or the maximum lawful rate, whichever is lower, of the outstanding invoice balance for each 30‑day period or portion thereof past due.  All costs of collecting monies due from Customer, including, but not limited to, legal expenses, legal interest, attorneys’ fees and collectors’ expenses, shall be paid by Customer to Seller upon demand.  When Seller deems itself insecure with respect to Customer’s ability to pay, Seller may, in its sole discretion:  (a) withhold, defer, or cancel shipments and/or orders; (b) require cash in advance; (c) demand immediate payment of all amounts then owed and pursue collection actions (including attorneys’ fees and costs of collection); and/or (c) impose, revoke, or revise Customer’s credit limits.  Seller may also impose, revoke, or revise Customer’s credit limits, if any, at any time and for any reason.  Customer agrees to give Seller current credit information, current annual financial statements, and proper authorizations for Seller to request financial information on Customer (including its subsidiaries and affiliates) from third parties, in each case, within five (5) days of request from Seller as a condition to beginning and/or continued credit extension.  All amounts and payments are in U.S. dollars.  Seller may set-off and/or deduct for any sums owed by Customer (including its subsidiaries and affiliates).  Customer has no right to withhold or set-off amounts against Seller or its affiliates.

3.             Returns.  Orders that were factory special orders or otherwise fabricated and altered to accommodate Customer are not returnable; otherwise, returns will be accepted prior to the Payment Date if prior authorization is obtained from Seller, which authorization shall be in Seller’s sole discretion, the product is in resalable condition and in the original, undamaged manufacturer’s package with sales receipt or invoice.  Credit will be issued, if at all, based on Customer’s purchase price for the returned product less any vendor restocking charges, freight, insurance, and other expenses of disposal. 

4.             Deliveries.  Customer shall accept partial or pro rata deliveries in commercial units as full performance under Customer’s order if Seller is unable to fill Customer’s entire order.  All goods shall be shipped FOB SHIP POINT, prepaid and billed, unless otherwise agreed by Seller in writing. Title and risk of loss pass to Customer on tender of delivery to the carrier.  If goods are damaged in transit, Customer’s sole recourse is to file a claim with the carrier. Customer understands that delivery dates are estimates only and Seller shall not be liable for any late or delayed delivery.

5.             Warranties and Disclaimer.  Customer acknowledges that Seller is a distributor and not a manufacturer and that Seller is not responsible for the design, fabrication, or manufacture of any materials, equipment, tools, or other goods provided by or on behalf of Seller, including for any defects therein.  Seller is also not liable for defects in information, labeling, instructions, or packaging provided by secondary sources.  Any warranty issued by the manufacturer shall be solely that of the manufacturer and not of Seller.  Seller warrants good title to Customer and otherwise Seller shall assign to Customer, effective upon transfer of title, all assignable warranties of the manufacturer.  Seller hereby authorizes Customer to make or settle any claims under such manufacturer’s warranties directly with any such manufacturer.  Each jurisdiction’s laws, regulations, codes, and standards may vary regarding product labeling, warnings, instructions, specifications, manufacture, and installation, as well as regarding construction, zoning, and/or use of products for a specific purpose; thus; Customer agrees that certain products may not be appropriate for all areas or applications and Customer hereby agrees that Customer is solely responsible for ensuring proper compliance with all such laws, rules, regulations, codes, and standards.  Customer shall comply with all applicable laws, rules, codes, standards, and regulations including, but not limited to, those concerning exports, anti-corruption, anti-bribery, child labor, affirmative action, and conflict minerals. 

EXCEPT FOR THE WARRANTIES OF TITLE ABOVE, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ANY WARRANTY AGAINST DEFECTS IN DESIGN, MATERIALS OR WORKMANSHIP, AND ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.  CUSTOMER’S EXCLUSIVE REMEDIES AGAINST SELLER FOR BREACH OF WARRANTY ARE REPAIR OR REPLACEMENT OF GOODS, REPERFORMANCE OF SERVICES, OR CREDIT OF THE PURCHASE PRICE PAID, AT SELLER’S OPTION, WHICH MAY ONLY BE EXERCISED WITHIN ONE (1) YEAR OF PERFORMANCE (FOR SERVICES) OR SHIPMENT (FOR GOODS).  SELLER’S OBLIGATIONS UNDER THIS SECTION 5 SHALL BE VOID UNLESS CUSTOMER PROVIDES SELLER WITH WRITTEN NOTICE OF THE NON-CONFORMITY IN THE GOOD OR SERVICE WITHIN THIRTY (30) DAYS OF DISCOVERY.   

6.             LIMITATIONS OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES AGREE THAT IN NO EVENT SHALL SELLER BE LIABLE TO CUSTOMER OR ITS OWNERS OR AFFILIATES, OR ITS/THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CUSTOMERS, AGENTS, CONTRACTORS, ASSIGNEES, OR REPRESENTATIVES, FOR:  (A) ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, LIQUIDATED, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOSS OF PROFITS, USE, TIME, DATA, OR INCOME, WHETHER IN CONTRACT, TORT, OR OTHERWISE RESULTING FROM ITS PERFORMANCE, NON‑PERFORMANCE, OR DELAY HEREUNDER, AND WHETHER OR NOT SELLER HAD NOTICE OF THE POSSIBILITY THEREOF; AND (B) CLAIMS ARISING FROM ORDINARY WEAR AND TEAR, MISUSE, ABUSE, MISREPAIR, MISAPPLICATION, MODIFICATION, UNAUTHORIZED COMBINATION, IMPROPER SELECTION, FAILURE TO MAINTAIN, AND/OR IMPROPER INSTALLATION OF GOODS.

7.             SUBSTITUTE LIMITATION.  IF A COURT OF COMPETENT JURISDICTION HOLDS THAT THE ABOVE LIMITATIONS OF WARRANTIES, LIABILITIES, AND REMEDIES CONTAINED HEREIN, OR ANY PORTIONS THEREOF, ARE VOID OR UNENFORCEABLE FOR ANY REASON, CUSTOMER EXPRESSLY AGREES THAT UNDER NO CIRCUMSTANCE SHALL SELLER’S TOTAL LIABILITY TO CUSTOMER EXCEED THE AMOUNT PAID FOR THE GOOD OR SERVICE GIVING RISE TO THE CLAIM AT ISSUE.

8.             Governing Law; LimitationsSOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, AND/OR LIMITATIONS MAY NOT APPLY AND OTHER RIGHTS MAY BE AVAILABLE.  The validity, interpretation, and performance hereof, and any dispute connected herewith, shall be governed and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.  The provisions of the Uniform Commercial Code as adopted by the State of Delaware shall apply, with no application of the 1980 United Nations Convention on Contracts for the International Sale of Goods.  Notwithstanding the foregoing, any legal action by Customer concerning these T&Cs and/or any goods or services provided by or on behalf of Seller must be commenced within one (1) year after the cause of action has arisen. 

9.             Taxes and Other Governmental Amounts.  Customer shall pay any and all taxes, duties, tariffs, import fees, export fees, penalties, and similar charges levied by any government authority or agency in connection with goods and/or services provided by or on behalf of Seller to Customer. Unless otherwise expressly agreed by Seller in writing, such charges are not included in the price of goods or services and will be added to amounts due by Customer.  Customer is responsible for all additional taxes, fees, duties, and penalties from taxing or other governmental authorities or agencies, and all legal expenses incurred by Seller, where arising due to changes in such amounts between the date of order and shipping or from incorrect or incomplete documentation or other information furnished by Customer. 

10.          Force Majeure.  Seller shall not be liable for any delay, impairment, or prevention of Seller’s performance, in whole or in part, due to any event, circumstance, or occurrence that is not within Seller’s control, including, but not limited to, acts of God, labor disruptions, acts of war, acts of terrorism (actual or threatened), governmental decrees or controls, imposition of or changes to tariffs or duties, changes to commodity markets, insurrections, epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship products or obtain permits or licenses, inability to procure supplies or raw materials, severe weather, catastrophic events, or any other event, circumstance, or cause beyond Seller’s control within the normal conduct of its business (collectively, “Force Majeure”).  If Seller’s performance is so delayed, impaired, or prevented by Force Majeure, Customer agrees that Seller may, at Seller’s option:  (i) suspend or terminate performance; and/or (ii) increase pricing and/or schedules for delivery or performance, in each case, without liability or penalty to Seller.  

11.          Hazardous Substances.  Customer acknowledges that Seller has neither created nor contributed to the creation or existence of any hazardous or otherwise dangerous substances or conditions at Customer’s sites, and Seller’s compensation hereunder is not commensurate with the potential risk of injury or loss that may be caused by exposure to, contamination by, or the presence of such substances or conditions.  

12.          Product-Specific Clauses.

(a)           ELECTRONIC AND PHOTOGRAPHIC CLEANING FLUIDS CUSTOMERS — It is a violation of federal law to sell, distribute, or offer to sell or distribute any chlorofluorocarbon (CFC) containing cleaning fluid for electronic and photographic equipment or aerosol hydrochlorofluorocarbon (HCFC) containing cleaning fluid for electronic and photographic equipment to anyone who is not a commercial user of this product. The penalty for violating this prohibition can be up to $25,000 per unit sold. Customers purchasing such products must present proof of their commercial status in accordance with 40 CFR 82.68(a) or (c). A "Commercial User," as defined in the regulation, means a person that uses the product in the purchaser's business, or sells it to another person and has one of the following identification numbers: (i) a Federal employer identification number; (ii) a State sales tax exemption number; (iii) a Local business license number; or (iv) a Government contract number.  

(b)           MOLD RELEASE AGENT CUSTOMERS – It is a violation of federal law to sell mold release agents containing hydrochlorofluorocarbon (HCFC) as propellants to anyone, except for use in applications where no other alternative except a class I substance is available. The penalty for violating this prohibition can be up to $25,000 per unit sold.  

(c)           WASP AND HORNET SPRAY CUSTOMERS – It is a violation of federal law to sell or distribute wasp and hornet sprays containing hydrochlorofluorocarbon (HCFC) as solvents to anyone, except for use near high-tension power lines where no other alternative except a class I substance is available. The penalty for violating this prohibition can be up to $25,000 per unit sold. 

(d)           REFRIGERANT CUSTOMERS — Effective November 14, 1994, in accordance with the Federal Clean Air Act, sale of class I (CFC) and class II (HCFC) refrigerant will be restricted to resale purchases and/or to certified professional service technicians. To purchase regulated refrigerant products, Customer must present a certification card or sign a statement of resale to complete the purchase. 

(e)           OSHA HAZARDOUS SUBSTANCE & CALIFORNIA PROPOSITION 65 PRODUCT INFORMATION— MSDS for OSHA-defined hazardous substances are available at your local Seller branch, or by contacting Seller's U.S. corporate headquarters. Seller makes no warranty with respect to the accuracy of the information or the suitability of the recommendations in the MSDS, all of which are provided by the manufacturers at issue, and, to the maximum extent permitted by applicable law, Seller disclaims any and all liability to Customer or any user or consumer with respect thereto.  Proposition 65 is a California law requiring the state to maintain a list of chemicals that may cause cancer, birth defects, or reproductive harm.  There are over 850 listed chemicals and Seller will attempt to provide a reasonable warning before potentially exposing Californians to such chemicals, but Customer acknowledges and agrees that Seller is a distributor and not a manufacturer of such goods and that Seller thus makes no warranty with respect to the accuracy, reasonableness, or suitability of the information or warnings provided in connection therewith, it being understood and agreed that such information and warnings are provided by the manufacturers at issue.  Thus, to the maximum extent permitted by applicable law:  (i) Seller disclaims any and all liability with respect thereto; and (ii) Customer hereby releases Seller and its parents and affiliates from and for any and all claims, fines, penalties, and damages arising from or in connection therewith, it being agreed that Customer’s sole recourse under Proposition 65 shall be against the manufacturer at issue. To learn more about Proposition 65, please visit www.oehha.ca.gov

(f)            MATERIALS OF TRADE — Customer represents that if it is purchasing goods as its "materials of trade" as defined in the Hazardous Materials Regulations in Title 49 of the Code of Federal Regulations, that the goods will be used in direct support of its business, which is not transportation, and that such goods shall not be resold or transported in a vehicle other than one owned by itself.

13.      Intellectual Property.  Customer shall have no right, title, or interest in, to, or under Seller’s trademarks, tradenames, patents, copyrights, domain names, trade dress, product names, catalogs, or other intellectual property rights, or to any such intellectual property rights of the manufacturers or sub-suppliers of products provided by or on behalf of Seller pursuant hereto.

14.    Independent Contractor.  The status of Seller and its personnel and any subcontractors is and will be that of independent contractors, and no such personnel or subcontractors will, at any time or for any purpose, be deemed Customer’s employees or agents. 

15.     Dispute Resolution.  The parties shall exercise their best efforts to resolve by negotiation any and all disputes, controversies, or differences arising out of or relating to these T&Cs or the goods or services provided by or on behalf of Seller to Customer in connection herewith. All disputes, controversies or differences between the parties that are not settled by negotiation shall be decided by litigation in the appropriate State or Federal Courts located in Wilmington, Delaware.

16.     Security Interest.  Customer hereby grants Seller a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable, cash, or other proceeds resulting from insurance or the resale thereof until full and final payment is made to Seller.  Customer shall file, and it hereby permits and authorized Seller to file, all financing statements and other applicable documentation necessary to perfect, confirm and continue the validity, priority and enforceability of such liens and/or security interests. Customer further authorizes Seller to notify any creditor asserting a security interest in Customer’s assets that Seller has been granted a purchase money security interest and/or chattel mortgage in the products.

17.       Assignment.  Customer shall not assign any order, or interest therein, without Seller’s express prior written authorization.  Actual or attempted assignment without Seller’s prior written consent shall be void and unenforceable and shall entitle Seller to cancel such order upon notice to Customer.

18.       Third Parties.  These T&Cs are solely for the benefit of the parties hereto and no other person or party is conferred any rights, benefits or claims.

19.        Severability.  If any term in these T&Cs is to any extent found invalid or unenforceable, such term shall be excluded to the extent of such invalidity or unenforceability and all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. If such replacement is not permitted and possible, the invalid or unenforceable term shall be severed from these T&Cs and the remaining terms and conditions shall be valid and fully enforceable as written.

20.       Entire Agreement.  These T&Cs, together with the commercial (i.e., non-legal) terms of Seller’s forms, acknowledgements, quotations and invoices, constitute the entire and exclusive agreement between Seller and Customer.  All typographical or clerical errors made in these T&Cs or by Seller in any quotation, acknowledgement, or publication are subject to correction by Seller, in its sole discretion.


  
 Website User Agreement Minimize
AGREEMENT BETWEEN WEBSITE USER AND Codale Electric Supply, Inc.

The Codale Electric Supply, Inc. Web Site is comprised of various Web pages operated by Codale Electric Supply, Inc..

The Codale Electric Supply, Inc. Web Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Codale Electric Supply, Inc. Web Site constitutes your agreement to all such terms, conditions, and notices.

MODIFICATION OF THESE TERMS OF USE

Codale Electric Supply, Inc. reserves the right to change the terms, conditions, and notices under which the Codale Electric Supply, Inc. Web Site is offered, including but not limited to the charges associated with the use of the Codale Electric Supply, Inc. Web Site.

LINKS TO THIRD PARTY SITES

The Codale Electric Supply, Inc. Web Site may contain links to other Web Sites ("Linked Sites"). The Linked Sites are not under the control of Codale Electric Supply, Inc. and Codale Electric Supply, Inc. is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Codale Electric Supply, Inc. is not responsible for webcasting or any other form of transmission received from any Linked Site. Codale Electric Supply, Inc. is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Codale Electric Supply, Inc. of the site or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Codale Electric Supply, Inc. Web Site, you warrant to Codale Electric Supply, Inc. that you will not use the Codale Electric Supply, Inc. Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Codale Electric Supply, Inc. Web Site in any manner which could damage, disable, overburden, or impair the Codale Electric Supply, Inc. Web Site or interfere with any other party's use and enjoyment of the Codale Electric Supply, Inc. Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Codale Electric Supply, Inc. Web Sites.

USE OF COMMUNICATION SERVICES


The Codale Electric Supply, Inc. Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

     
  • Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

     
  • Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.

     
  • Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.

     
  • Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.

     
  • Conduct or forward surveys, contests, pyramid schemes or chain letters.

     
  • Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.

     
  • Falsify or delete 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 uploaded.

     
  • Restrict or inhibit any other user from using and enjoying the Communication Services.

     
  • Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.

     
  • Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

     
  • Violate any applicable laws or regulations.
Codale Electric Supply, Inc. has no obligation to monitor the Communication Services. However, Codale Electric Supply, Inc. reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Codale Electric Supply, Inc. reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Codale Electric Supply, Inc. 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 Codale Electric Supply, Inc.'s sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Codale Electric Supply, Inc. does not control or endorse the content, messages or information found in any Communication Service and, therefore, Codale Electric Supply, Inc. specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Codale Electric Supply, Inc. spokespersons, and their views do not necessarily reflect those of Codale Electric Supply, Inc..

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

MATERIALS PROVIDED TO Codale Electric Supply, Inc. OR POSTED AT ANY Codale Electric Supply, Inc. WEB SITE


Codale Electric Supply, Inc. does not claim ownership of the materials you provide to Codale Electric Supply, Inc. (including feedback and suggestions) or post, upload, input or submit to any Codale Electric Supply, Inc. Web Site or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Codale Electric Supply, Inc., its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. Codale Electric Supply, Inc. is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Codale Electric Supply, Inc.'s sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE Codale Electric Supply, Inc. WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. Codale Electric Supply, Inc. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE Codale Electric Supply, Inc. WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE Codale Electric Supply, Inc. WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

Codale Electric Supply, Inc. AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE Codale Electric Supply, Inc. WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. Codale Electric Supply, Inc. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Codale Electric Supply, Inc. AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE Codale Electric Supply, Inc. WEB SITE, WITH THE DELAY OR INABILITY TO USE THE Codale Electric Supply, Inc. WEB SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE Codale Electric Supply, Inc. WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE Codale Electric Supply, Inc. WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF Codale Electric Supply, Inc. OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE Codale Electric Supply, Inc. WEB SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE Codale Electric Supply, Inc. WEB SITE.

SERVICE CONTACT : admin@codale.com

TERMINATION/ACCESS RESTRICTION

Codale Electric Supply, Inc. reserves the right, in its sole discretion, to terminate your access to the Codale Electric Supply, Inc. Web Site and the related services or any portion thereof at any time, without notice. GENERAL To the maximum extent permitted by law, this agreement is governed by the laws of the State of Washington, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in King County, Washington, U.S.A. in all disputes arising out of or relating to the use of the Codale Electric Supply, Inc. Web Site. Use of the Codale Electric Supply, Inc. Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Codale Electric Supply, Inc. as a result of this agreement or use of the Codale Electric Supply, Inc. Web Site. Codale Electric Supply, Inc.'s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Codale Electric Supply, Inc.'s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Codale Electric Supply, Inc. Web Site or information provided to or gathered by Codale Electric Supply, Inc. with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Codale Electric Supply, Inc. with respect to the Codale Electric Supply, Inc. Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Codale Electric Supply, Inc. with respect to the Codale Electric Supply, Inc. Web Site. 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 an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.

COPYRIGHT AND TRADEMARK NOTICES:

All contents of the Codale Electric Supply, Inc. Web Site are: Copyright 2009-2014 Codale Electric Supply, Inc. and/or its suppliers. All rights reserved.

TRADEMARKS

The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.

Any rights not expressly granted herein are reserved.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.