COBURN TECHNOLOGIES, INC.
NORTH AMERICA TC-CD1008
ONLINE TERMS AND CONDITIONS OF SALE
We encourage you to carefully read the terms and conditions that follow. This information is important as it outlines your rights, obligations, limitations, and exclusions pertaining your purchases from Coburn Technologies, Inc. (“Coburn”) online ordering store; shopcoburn.com.
Orders from shopcoburn.com can only be shipped to the USA and Canada. Credit Card purchases can only be honored from banking institutions that reside in the USA. All orders are subject to acceptance by Coburn at its office in South Windsor, Connecticut, and Buyer's ability to meet Coburn's purchase credit requirements.
CORRSPONDANCE & COMMUNICATION
Certain correspondence will be provided to you from Coburn and shopcoburn.com and by use of shopcoburn.com you provide consent to receive said communications about your account, your orders, Coburn, and shopcoburn.com and that all communications, agreements, notices, disclosures and other communications satisfy any associated legal requirement of such communications.
LICENSE & USE
Coburn grants limited license for the use of the shopcoburn.com website for its intended purpose; included but not limited to product information and product sales from Coburn to the buyer. Any use of this website for other than its intended purpose is strictly prohibited. You agree to this requirement and to the terms and conditions of this website by its use. Coburn claims no responsibility and has no liability for your use and protection of your account information including, but not limited to, your account number, username, password, email address, or use of such information on your computers of any type.
DESCRIPTIONS & DETAILS
Coburn attempts to provide logical and accurate product descriptions and details for its products listed on shopcoburn.com, however, Coburn does not warrant that the descriptions or details are complete, accurate, free of error, up-to-date, or entirely reliable for every product. If you have any question about what you are ordering, please call Coburn at its main office to inquire about your product needs or orders. If you find you have ordered the wrong product, your sole remedy is to return the product unused and still in its original packaging.
PRODUCTS & AVAILABILITY
There are over 6,000 products listed at any time on shopcoburn.com. Coburn attempts to keep its products in stock, however, some high volume products and certainly unique, specialty, hard-to-obtain products (often parts) may be out of stock at the time you place your order. Coburn will attempt to notify you regarding products within your order which are on backorder.
COPYRIGHT & TRADEMARKS
All content included on this website including, but not limited to, text, images, graphics, logos, button icons, videos, audio, digital files, attachments, downloads, data compilations and software is the property of Coburn or its ecommerce provider or content suppliers and is protected by international copyright laws. Reproduction, modification, creation of derivative works from or redistribution of the website or the collective work or copying or reproducing the website or any portion including, but not limited to, all Coburn trademarks thereof is prohibited and is in violation to international copyright and trademark laws without Coburn’s express written consent. You agree to abide by any and all copyright notices displayed on the website. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code associated with or displayed on the website. Without limiting the foregoing, you shall not reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the website or its content.
Coburn reserves the right at its discretion to change or modify these terms and conditions of use. Any change or modification made by Coburn will become effective immediately with posting to shopcoburn.com.
The full purchase price of the order together with applicable packaging, insurance, freight and installation charges, less any outstanding credits, shall be payable in U.S. Dollars and is due and payable at the time of shipment for Credit Card Purchases and within 30 days from the date of shipment for orders placed on Purchase Order for approved, valid and active customer accounts.
SALES & OTHER TAXES
The purchase price of equipment or service does not include any sales, use, excise or other similar governmental impositions that may be payable to federal, state or local taxing authority as a result of the procurement. Unless Buyer provides to Coburn a tax-exemption certificate acceptable to the taxing authority, such taxes or governmental impositions shall be payable by Buyer either to Gerber Coburn on receiving its invoice or directly to the taxing authority as may be required.
EQUIPMENT & SOFTWARE PURCHASES (New, Refurbished, As Is)
1. Security Interest
Coburn shall retain a security interest in all equipment shipped to Buyer until the full purchase price thereof shall be paid. Buyer's failure to pay any amounts when due shall give Coburn the right to repossess and remove the equipment at any time upon giving ten (10) days prior written notice. Such repossession shall be in addition to any other remedies Coburn may have.
2. Title and Responsibility for Equipment
Unless specifically agreed otherwise in writing: i) prices are CPT Customer’s United States named place of destination, exclusive of taxes, duties, transportation and insurance and additional charges resulting from changes in drawings or configurations, all of which such additional charges shall be the responsibility of customer and shall be an adjustment to the Purchase Price; ii) title to the System (excluding Licensed Computer Programs) and all risk of loss and damage shall pass to Customer upon delivery to a common carrier ex-factory and iii) COBURN shall have the right to select the method of shipment and the carrier, and shall ship at Customer's additional expense. All retrofit and upgrade prices assume the existing COBURN equipment is in good condition and Customer agrees to pay any and all additional charges required to meet that criteria.
It shall be Buyer's responsibility to prepare the installation site, in accordance with Coburn's instructions, timely with the delivery date confirmed by Coburn. After the equipment has arrived at Buyer's facility and is located in the area where the equipment is to be installed, Coburn will provide trained personnel to supervise installation of the equipment and perform tests to verify that the equipment is operating properly. Buyer shall furnish labor and equipment required to move the equipment into the installation site. In the event Coburn's installation personnel arrive at Buyer's facility on the mutually agreed date and the installation site is not ready, the extra costs incurred by Coburn for travel, labor and subsistence shall be payable by Buyer at Coburn's standard rates.
It shall be Buyer's responsibility to select and prepare the location for the installation, and to assure that the facility at the selected location is structurally capable of supporting the Coburn equipment, it being
understood that Coburn shall not be liable for injury to persons for damages of any type, including consequential and/or special damages, arising out of, or in connection with, environmental conditions and/or structural failure at Buyer's selected location and facility, even though Coburn may check the installation site for apparent proper environment and power.
4. Computer Program License
A. Coburn as Licensor grants, and Buyer as Licensee accepts, a non-transferable, non-exclusive license to use the Licensed Programs only on the Designated Hardware at the Buyer's initial facility location at the time of the installation. Licensed Programs include any computer programs supplied to Licensee by Buyer, whether on media or imbedded in ROM or equivalent devices, and all material pertinent to these programs in machine readable or printed form, including for example discs, tapes, manuals, listings, documentation and any updated program or program portion thereafter furnished to Licensee by Coburn in connection with Licensed Programs. The Licensed Programs may include material licensed to Coburn by others, and as to such material Coburn representations as to ownership, title, and proprietary interest are made on behalf of such others as well as Coburn. Designated Hardware includes one or more Coburn systems, as identified in the order, including all later system substitutes and enhancements.
B. Unless otherwise terminated by Coburn, the term of this License shall continue for as long as Licensee uses the Licensed Programs on the Designated Hardware.
C.1. Any Licensed Program which is provided by Coburn in human readable form, such as written or printed documents, shall not be copied, in whole or in part, by Licensee. Additional copies of printed materials may be obtained from Coburn at the charges then in effect. Any Licensed Program which is in machine readable form and not copy protected may be copied by Licensee, in whole or in part, for
Licensee's backup or archive purposes only. No more than one (1) such archive copy shall be in existence with respect to any Licensed Program at any time without prior written consent from Coburn. Licensee shall retain possession or control and maintain appropriate records of the number and location of all such copies of the Licensed Programs and make such records available to Coburn upon request.
C.2. The original and any copies of Licensed Programs, in whole or in part, which are made by Licensee, shall be the property of Coburn. This does not imply that Coburn owns the media on which the copies reside. Licensee shall ensure that Coburn's proprietary notice appears on all copies of the Licensed Program whether copied in whole or in part or in any modified form.
D.1. Licensee shall not provide or otherwise make available any Licensed Programs, including, but not limited to, flow charts, instruction manuals, logic diagrams and source codes, in any form, to any person other than Licensee's employees whose sole need and intention is to use such Licensed Programs in conjunction with Designated Hardware. Licensee shall take appropriate action by instruction, agreement, or otherwise with its employees to satisfy Licensee's obligations under this Computer Program License with respect to use, copying, modification, and protection and security of Licensed Programs. Licensee shall notify Coburn immediately if Licensee has knowledge that any unlicensed party possesses any portion of the Licensed Programs. If Coburn discloses to Licensee's employees any proprietary and/or confidential information, including, but not limited to, the materials comprising the Licensed Programs, Licensee shall require these personnel to agree not to disclose that proprietary and confidential information.
D.2. The obligations with respect to use and nondisclosure shall not apply to i) information which is or becomes publicly known through no fault of Licensee; ii) information learned by Licensee from a third
party entitled to disclose it; iii) information already known by Licensee before receipt from Coburn as evidenced in writing; or iv) information which Licensee can clearly and convincingly demonstrate to have been independently developed by an employee or consultant of Licensee who had no previous knowledge of information received from Coburn. Obligations or nondisclosure shall not terminate on the termination of this Computer Program License.
D.3. Buyer shall not attempt directly or indirectly to export, ship, or otherwise divert the Licensed Programs in any form to any country for which the U.S. Government requires any export license or other governmental approval.
E. Title to and ownership of all Licensed Programs and all updates and modifications shall at all times remain with Coburn or Coburn's suppliers.
F. If Licensee neglects or fails to pay in full for the system or neglects or fails to perform or observe any of its obligations under the terms of this Computer Program License, or if any assignment shall be
made of its business for the benefit of creditors, or if a receiver, trustee in bankruptcy or a similar officer shall be appointed to take charge of all or part of its property, or if it is adjudged as bankrupt, or if Licensee shall attempt to transfer or assign this License to any third party whether or not together with the Designated Hardware, this License shall terminate automatically immediately. Within two (2) weeks after written notice of any such termination, Licensee shall return to Coburn the original and all copies, in whole or in part, including partial copies and modifications, of the Licensed Programs.
5. Patents, Copyrights and Rights to Technical Data
In that the equipment, systems, programs, and documentation (hardware and software) offered by Coburn have been developed solely by Coburn-supported research and development, or have been paid for by Coburn, and thus represent a substantial investment by Coburn in industrial and intellectual property, no sale hereunder is to be construed as the grant by Coburn to Buyer of an implied license to copy or reconstruct anything purchased hereunder falling within the scope of Coburn patents, copyrights, trade secrets, technical data, know-how, or other industrial and intellectual property, and Buyer agrees not to so copy or reconstruct without prior written approval from Coburn. Clauses contrary to this in any subsequent orders or purchase orders from Buyer are not accepted by and will not be acceptable to Coburn.
6. Premature Termination
Either party may, at its election, terminate this Purchase Agreement forthwith and/or cancel any unfilled part thereof by notice to the other party in the event that:
A. Either party shall become bankrupt or insolvent or enter into any arrangement or composition with its creditors or in the event a receiver is appointed to direct the business of either party or in the event
that either party shall sell or assign a majority of its assets or merge or consolidate with another firm, corporation or entity so that the resulting entity designated to purchase the system has a lesser net worth or diminished credit worthiness; or B. Either party has committed a material breach of any of the terms and conditions herein set forth on its part to be performed and such breaching party has not cured such breach within thirty (30) days of receipt of written notice of such breach. Nothing herein shall relieve Buyer of its continuing obligations pursuant to paragraph 2 hereof.
7. Force Majeure, Delays Supervening Law
Coburn shall not be liable for delay or non-delivery, due to causes beyond its reasonable control, including but not limited to Acts of God, the public enemy, war (declared or undeclared), compliance with governmental regulations, fire, flood, labor disputes, or design changes agreed to between the parties during the course of manufacture. Coburn shall not be charged with liability for delays in transit caused by strikes, shortage of labor; tonnage or rolling stock, government regulations, restriction or prohibitions, and any extra expense occasioned thereby will be charged for.