TERMS AND CONDITIONS OF SALE
CCS DESIGN LLC
STANDARD TERMS AND CONDITIONS OF SALE
The following are the terms and conditions under which CCS Design LLC. (“CCS”), a Michigan Limited Liability Company having offices in
8275 Cooley Lake Rd, Commerce Township, MI 48382 sells its products and services.
1. ACCEPTANCE OF ORDERS. CCS’s acceptance of all orders and all offers and sales by CCS are subject to and expressly conditioned
upon Purchaser’s assent to these terms and conditions. Any of Purchaser’s terms and conditions which are different from or in addition to those
contained herein are objected to and will be of no effect unless specifically agreed to in writing by CCS. Commencement of performance or
shipment shall not be construed as acceptance of any of Purchaser’s terms and conditions which are different from or in addition to those contained
herein. If a contract is not earlier formed by mutual agreement in writing, Purchaser’s acceptance of any products or services of CCS will
constitute acceptance of these terms and conditions.
2. CANCELLATION. Cancellation or modifications of all or part of any order are subject to Seller’s prior written consent in each instance. If
cancellation or modification is allowed, Buyer agrees to pay to Seller all expenses incurred and damage sustained by Seller on account of the
cancellation or modification, plus a reasonable profit.
3. DELIVERY, TITLE AND RISK OF LOSS. CCS will deliver products F.O.B. CCS’s manufacturing facilities for shipment to any
Purchaser-designated site in the United States or to such site outside the United States as CCS may have agreed in writing. Title and risk of loss
or damage will pass to Purchaser upon delivery to the carrier at the shipping point. Purchaser will provide all necessary shipping instructions in a
timely manner. In the absence of such instructions, CCS may ship products in any reasonable manner. Unless requested by Purchaser, CCS will
not be obligated to insure shipments but may in any event obtain such insurance in CCS’s discretion. All costs and expenses of shipping and
insurance will be paid by Purchaser. CCS reserves the right to ship products freight collect.
4. ACCEPTANCE. Products will be deemed accepted by Purchaser and Purchaser will have no right to revoke any acceptance, unless written.
CCS receives written notice of rejection or revocation of acceptance, specifying the grounds therefore in reasonable detail, within thirty (30) days
after receipt of the products by Purchaser. Purchaser’s acceptance of products constitutes an acknowledgement of full performance by CCS of all
its obligations with respect to such products, other than CCS’s obligations under Sections 6 and 10 with respect to limited warranties and
indemnification.
5. TAXES. The prices stated by CCS do not include any sales, use, excise or other taxes, duties, fees or assessments imposed by any
jurisdiction. If CCS is required to collect or otherwise pays any such taxes or governmental charges with respect to the manufacture, sale, use or
shipment of any products or the provision of any services hereunder (other than taxes measured by CCS’s net income), regardless of when the
same are imposed or paid, the amount thereof will be invoiced to and paid by Purchaser.
6. PAYMENT TERMS. Unless otherwise agreed in writing by CCS invoices for product purchases will be issued upon shipment and payment
is due within thirty (30) days from the invoice date or such later date as CCS has specified in writing at the time. Each shipment shall be
considered a separate and independent transaction and payment will be due accordingly. CCS reserves a purchase money security interest in each
shipment and the proceeds thereof until CCS receives full payment for such shipment.
Unless otherwise agreed in writing by CCS, payment for services will be billed at CCS’s then current prices and invoiced monthly or, if sooner,
upon completion of the work. Payment of such invoices is due within thirty (30) days from the invoice date.
CCS may, at its election, charge interest on amounts not paid when due at the rate of one and one-half percent (1.5%) per month or the maximum
rate permitted by law, whichever is less. If Purchaser defaults in payment and CCS institutes any judicial or arbitration proceeding to collect the
amount due, Purchaser agrees to pay all expenses, including reasonable attorney’s fees, incurred by CCS in prosecuting such action.
7. LIMITED WARRANTY.
(a) Seller warrants to Buyer that the Products will be free from defects in material and workmanship for a period of twelve (12) months
following the date of delivery to the Delivery Location (the “Warranty Period”). Notwithstanding the foregoing, the Warranty Period for
consumable Products will in no event exceed recommended replacement intervals set forth in the published specifications and instructions
provided by Seller or its suppliers or subcontractors Instructions (“Instructions”). If, prior to the expiration of the Warranty Period, Buyer informs
Seller in writing of any breach of this limited warranty, then Seller may repair or replace the Products that gave rise to the breach or, in Seller’s
sole and exclusive discretion, refund the amounts that Buyer paid for the Products.
(b) The foregoing limited warranties do not apply to (i) any defect in Products not manufactured by Seller; and (ii) any Products manufactured
according to Buyer’s specifications.
(c) Buyer will bear the costs of access, de-installation, re-installation and transportation of the Products to Seller and back to Buyer. Any repair
or replacement pursuant to this limited warranty will not extend the Warranty Period. Seller does not warrant the Products, or any repaired or
replacement parts, against normal wear and tear or corrosion. This limited warranty and remedy are expressly conditioned upon: (i) Buyer’s
payment of the purchase price in full, (ii) Buyer giving written notice of the defect, reasonably described, to Seller within ten (10) days of the time
when Buyer discovers or ought to have discovered the defect, (iii) the storage, installation, operation, use, and maintenance of the Products in
compliance with the Instructions, (iv) the existence of proper records of Buyer’s operation and maintenance of the Products during the Warranty
Period, (v) Buyer providing Seller with a reasonable opportunity to examine the Products and the aforementioned records, and (vi) the absence of
any unauthorized modification or repair of the Products, including without limitation the removal or alternation of any serial numbers or warranty
date decals.
(d) Before any test may be used to evaluate the Products, Buyer will: (i) provide Seller with reasonable written notification of the test, (ii)
allow Seller to be present during the test, and (iii) receive Seller’s consent to the conditions of the test, which consent will not be unreasonably
withheld. If a test is performed on the Products, and Seller has not consented to the conditions of the test, then this limited warranty will be void.
(e) Services. CCS warrants to Purchaser that services provided hereunder will be performed in a reasonable, workmanlike manner.
CCS will have no liability under this warranty unless CCS is given written notice of the claimed breach and a description thereof within thirty (30)
days after the service is rendered. CCS’s entire liability and Purchaser’s sole remedy under this warranty shall be limited to the provision of such
remedial or replacement services as CCS reasonably determines necessary to correct the breach.
(f) THE REMEDIES SET FORTH IN THIS SECTION 7 ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES FOR ANY
FAILURE OF SELLER TO COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING ANY BREACH OF
THE LIMITED WARRANTY SET FORTH IN THIS SECTION 8. SELLER MAKES NO OTHER WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, OF ANY KIND, AND SELLER DISCLAIMS ALL OTHER WARRANTIES WHATSOEVER, INCLUDING
BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
8. LIMITATION OF REMEDIES. CCS WILL IN NO EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL
DAMAGES OF ANY KIND, EVEN IF CCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CCS’S AGGREGATE
LIABILITY WILL IN NO EVENT EXCEED THE AMOUNT PAID BY PURCHASER FOR THE ITEM WHICH IS THE SUBJECT OF
CLAIM OR DISPUTE. CCS WILL HAVE NO LIABILITY OF ANY KIND FOR FAILURE OF ANY EQUIPMENT OR OTHER ITEMS NOT
SUPPLIED BY CCS.
No action against CCS regardless of form, arising out of or in any way connected with products or services supplied hereunder may be brought
more than one (1) year after the cause of action occurred.
No representation or agreement varying or extending the warranty and limitation of remedy provisions contained herein is authorized by CCS,
and may not be relied upon as having been authorized by CCS, unless in writing and signed by an executive officer of CCS.
9. PROPRIETARY RIGHTS. Unless otherwise agreed in writing by CCS, all designs, drawings, data, inventions, software and other
technology made or developed by CCS in the course of providing products and services hereunder, and all rights therein under any patent,
copyright or other law protecting intellectual property, shall be and remain CCS’s property. The sale of products or services hereunder does not
convey any express or implied license under any patent, copyright or other intellectual property right owned or controlled by CCS, whether
relating to the products sold or any other matter, except for the license expressly granted below.
In the course of supplying products and services hereunder, CCS may provide or disclose to Purchaser confidential and proprietary information of
CCS relating to the design, operation or other aspects of CCS’s products. As between CCSand Purchaser, ownership of such information,
including without limitation any computer software provided to Purchaser by CCS, shall remain in CCS and such information is licensed to
Purchaser only for Purchaser’s use in operating the products supplied by CCS hereunder in Purchaser’s internal business operations.
Without CCS’s prior written permission, Purchaser will not use such information for any other purpose or provide or otherwise make such
information available to any third party. Purchaser agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of such
information.
Purchaser will not be liable hereunder with respect to disclosure or use of information which: (a) is in the public domain when received from
CCS; (b) is thereafter published or otherwise enters the public domain through no fault of Purchaser; (c) is in Purchaser’s possession prior to
receipt from CCS; (d) is lawfully obtained by Purchaser from a third party entitled to disclose it; or (f) is required to be disclosed by judicial order
or other governmental authority, provided that, with respect to such required disclosures, Purchaser gives CCS prior notice thereof and uses all
legally available means to maintain the confidentiality of such information.
10. INFRINGEMENT.
(a) Seller will defend, at its own expense, any action against Buyer brought by a third party to the extent that the action is based upon a claim
that the Products infringe any U.S. patents or copyrights, or misappropriate any trade secrets, of a third party. Seller will pay those costs and
damages finally awarded against Buyer in any the action that are specifically attributable to the claim or those costs and damages agreed to in a
monetary settlement of the action.
(b) The foregoing obligations are conditioned on Buyer (i) notifying Seller promptly in writing of the action, (ii) making no admission of
liability and giving Seller sole control of the defense thereof and any related settlement negotiations, and (iii) cooperating and, at Seller’s request
and expense, assisting in the defense.
(c) If the Products become, or in Seller’s opinion are likely to become, the subject of an infringement claim, Seller may, at its option and
expense, either (i) procure for Buyer the right to continue using the Products, (ii) replace or modify the Products so that they become
non-infringing, or (iii) accept return of the Products and refund Buyer the amounts actually paid by Buyer to Seller for the Products.
(d) Notwithstanding the foregoing, Seller will have no obligation under this Section 10 or otherwise with respect to any infringement claim
based upon any: (i) misuse or modification of the Products by Buyer or its employees or agents, (ii) use of the Products in combination with other
materials, goods, products, or services for which the Products were not intended to be used, (iii) failure of Buyer to implement any update provided
by Seller that would have prevented the claim, (iv) Products that Seller made to Buyer’s specifications or designs.
(e) THIS SECTION 10 STATES SELLER’S ENTIRE LIABILITY AND BUYER’S EXCLUSIVE REMEDY FOR INFRINGEMENT
CLAIMS AND ACTIONS
11. DEFAULT. If Purchaser fails to pay any amount when due hereunder or otherwise fails to perform its obligations hereunder, of if any
proceeding is filed by or against Purchaser under any bankruptcy, insolvency or receivership law or if Purchaser makes an assignment for the
benefit of creditors, CCS may, at its election upon written notice to Purchaser: (a) suspend CCS’s performance; (b) terminate CCS’s obligations
hereunder; or (c) declare immediately due and payable all amounts owed to CCS hereunder or otherwise owed to CCS by Purchaser. Exercise of
any of the foregoing remedies will not preclude exercise of any of the others, and neither the existence nor exercise of such remedies shall be
construed as limiting any of the rights or remedies available to CCS under the Uniform Commercial Code or other laws.
12. COMPLIANCE WITH WAGE LAWS. CCS covenants that all products and services supplied hereunder have been or will be produced
or provided in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended.
13. EXCUSABLE DELAYS. CCS will not be liable for or be in default hereunder as a result of any delay in delivery or failure to perform due
to fire, flood, act of God, labor dispute, war, riot, delays in transportation or lack of transportation facilities, accidents to machinery, delays caused
by any subcontractor or supplier or by Purchaser, compliance with any law, regulation, order or direction, whether valid or invalid, of any
governmental authority or instrumentality thereof, priorities granted at the request or for the benefit, directly or indirectly, of any governmental
authority or instrumentality thereof, or any cause beyond CCS’s reasonable control, whether similar or dissimilar to the foregoing.
14. GOVERNMENT CONTRACTS. If the products or services purchased from CCS are to be used in the performance of a government
contract or subcontract, no government requirements or regulations, including without limitation any audit requirements or regulations, will be
binding upon CCS unless specifically agreed to by CCS in writing.
15. EXPORT CONTROL. Purchaser will comply fully with all export administration and control laws and regulations of the U.S.
government as may be applicable to the export, resale or other disposition of any items supplied by CCS.
16. GENERAL. These terms and conditions constitute the entire agreement of the parties with respect to the subject matter hereof and
supersede all prior negotiations, proposals, agreements and understandings, whether oral or written, relating to such subject matter. No
representation, warranty, course of dealing or trade usage not expressly contained or referenced herein will be binding on CCS. No modification,
amendment or waiver of any provision hereof will be binding on CCS unless agreed to in writing by an authorized representative of CCS. Failure
or delay on the part of either party to exercise any right or remedy herein shall not constitute a waiver thereof. The invalidity or unenforceability,
in whole or in part, of any provision herein will not affect the validity or enforceability of any other provision. The captions contained herein are
for convenience of reference only and are not to be used in the construction or interpretation hereof.
Purchaser shall not assign or transfer any rights hereunder without the prior written consent of CCS, and any purported assignment made without
such consent shall be void. The provisions hereof shall be binding upon and shall inure to the benefit of the successors and permitted assigns of
the parties.
The agreement of the parties for the purchase of products and services hereunder shall be governed by the laws of Michigan as if made and to be
performed entirely within such state. No order will be considered accepted by CCS until accepted at its offices in Michigan.
Any controversy or claim (including, without limitation, any claim based on negligence, misrepresentation, strict liability or other basis) arising
out of or relating to this agreement or its performance or breach, which involves a claim for damages in excess of $50,000 (exclusive of interests
and costs), shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The
decision in such arbitration shall be final and binding and the award rendered thereon may be entered in any court having jurisdiction.
17. GOVERNING LAW; VENUE; DISPUTE RESOLUTION.
(a) All matters arising out of or relating to this Agreement is governed by and construed in accordance with the internal laws of the State of
Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than those of the State of Michigan. Any legal suit, action or proceeding arising
out of or relating to these Terms will be instituted in the federal or State courts located in the City of Commerce Township, Michigan. Each party irrevocably
submits to the exclusive jurisdiction of the courts in any the suit, action or proceeding.
(b) Seller will have the sole and exclusive right to determine whether any dispute, controversy or claim arising out of or relating to the
Agreement, or the breach thereof, will be submitted to a court of law or arbitrated. The venue for any the arbitration will be in Commerce Township, Michigan.
The arbitrator’s award may be confirmed and reduced to judgment in any court of competent jurisdiction. In the event the matter is submitted to a
court, Seller and Buyer hereby agree to waive their right to trial by jury and covenant that neither of them will request trial by jury in any the
litigation.
09/2025