Terms of Sale
Terms of Sale
These Terms of Sale (“Terms of Sale”) apply to and form a part of any contract or agreement with Computer Technology Link Corp., an Oregon Corporation (“CTL”) for products, equipment, parts, materials, or other tangible goods (“Products”), and repair or other services (“Services”), and any supply or provision of the same by CTL are expressly limited to these Terms of Sale, unless otherwise agreed in a separate written agreement signed by CTL expressly intended to supersede some or all of these Terms of Sale. CTL provides the Products and Services under a separate agreement with the State of Maine Department of Education (the “Agreement”) for the provision of laptops and tablets to Maine School Administrative Units and private schools with publicly funded students (“you”). The terms of the Agreement are hereby incorporated into these Terms of Sale by reference. Any additional or different terms provided or delivered by you, or on your behalf, or added to any request, purchase order, confirmation, business form, or email are expressly rejected, regardless of when you submit such terms. No subsequent performance by CTL will be considered an acceptance of any such inconsistent or additional terms or a modification or amendment to these Terms of Sale.
Orders. Unless otherwise stated, all quoted prices are exclusive of Taxes and Fees (defined below). Where applicable, such taxes shall be billed as a separate item and paid by you. You may place an order for Products by issuing a binding written purchase order through the CTL online platform (an “Order”). In response to an Order, CTL may issue an acknowledgement (“Acknowledgement”), which may be in the form of a copy of a CTL Sales Order / Proforma Invoice, to some or all of your Order, upon which the Acknowledgement and these Terms of Sale shall form the entire agreement between CTL and you regarding its subject matter, unless you notify CTL in writing within one business day of delivery of an Acknowledgment. Any proposed shipped by/delivery date are estimates only and not a guarantee. The submission by you of an Order is your express acknowledgement and agreement that: (a) these Terms of Sale are expressly incorporated into your Order; and (b) excepting any terms or conditions confirmed in an Acknowledgement, any additional or inconsistent terms stated included in your Order are expressly waived by you (notwithstanding their inclusion) and shall be severed from your Order, including without limitation, any terms or conditions intended, or which may be construed, to reject all or any portion of these Terms of Sale.
Tender/Delivery. Delivery of Products shall be made FOB any CTL facility. Upon tender to the carrier, goods will be deemed delivered and risk of loss and title to Products passes to you. CTL assumes no responsibility for carrier charges, shipping, handling, freight, or insurance. You may not return Products to CTL without prior written authorization of CTL and a valid Return Materials Authorization (“RMA”) number. Any authorized return must contain the RMA number. For more detail, please review our Return Policy.
Payment. Unless otherwise stated, payment terms are NET 30 of invoice. Payment shall be in US dollars and in immediately available funds. CTL reserves the right to assess interest on overdue payments at a rate of one-and-one-half percent (1½%) per month (or the maximum rate allowed by applicable law, whichever is less). In addition to all other remedies, CTL shall be entitled to suspend delivery of any Products or performance of any Services if you fail to pay any amounts when due. You are responsible for all legally imposed transaction taxes, duties, and import or export taxes or charges, including, sales, excise, use, value added, consumption and business taxes, and other similar transaction-based taxes, (exclusive of taxes on the net income of CTL) as well as, profit, stamp, or other taxes, duties, imports, or other charges imposed by any person in connection with the supply or performance of Products or Services (collectively, “Taxes and Fees”). You shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with CTL.
Products. We reserve the right to limit the sales of our Products or Services to any person. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of or discontinue any Products or Services that we offer. All descriptions of Products or product pricing are subject to change at any time without notice, at CTL’s sole discretion.
Intellectual Property. Neither these Terms of Sale, nor any Purchase Order, Acknowledgement, or performance shall evidence or operate to transfer to, or create in, you any rights in or to any intellectual property. Unless set forth in a written agreement signed by CTL: (a) all trademarks, copyrights, patents, designs, inventions, discoveries, improvements, and other intangible property, that CTL, solely or jointly, may conceive, develop, fix in a tangible medium, reduce to practice, or produce in connection with, embodied in, or otherwise relating to any Products, and any work in progress, belong to, subsist in, and shall by retained by CTL; (b) you irrevocably assign to CTL your entire interest in and to the same; and (c) you agree not to challenge CTL’s rights in or to, or the validity of, the same, or any other intellectual property right of CTL in any jurisdiction.
Warranty Disclaimer. The only warranty made by CTL with respect to the Products and Services is as set forth in The CTL Warranty (accessible at https://ctl.net/pages/warranty), which states your sole and exclusive remedy arising out of or related to the Products. CTL disclaims all other representations, warranties, and conditions of any kind, to the maximum extent permitted by law.
Limitation of Liabilities. To the maximum extent permitted by law, CTL is not, in any event, liable or responsible to you or any other person for any indirect, special, incidental, collateral, exemplary, punitive, or consequential damages or losses of any nature whatsoever, resulting from, or arising out of, or related to these Terms of Sale or any Products or Services provided to you by CTL, under any legal theory even if CTL knows, should know, or has been advised of the possibility of such damages. CTL’s total cumulative liability to you or to any other person, arising out of or related to these Terms of Sale, regardless of the legal theories, is limited to the amount paid by you to CTL for Products and Services provided. Multiple claims will not expand this limitation.
Force Majeure. CTL will not be responsible for any default or delay in performance if such default or delay is caused by an act of God, act of war, riot, fire, explosion, flood, or other catastrophe, epidemic, pandemic, terrorism or threat of terrorism, embargoes, quarantine, delays in customs clearance, any action or inaction of any governmental authority preventing performance, sabotage, severe shortage of fuel, power or raw materials, change in law, court order, national defense requirement, strike or labor dispute, or any other event that is beyond the reasonable control of CTL. If any force majeure event occurs, CTL will give prompt written notice to you and will use commercially reasonable efforts to minimize the impact of the event; provided, that, CTL shall be entitled to an adjustment to the times for performance of its obligations.
Governing Law and Venue. These Terms of Sale are governed by the laws of Maine, USA, without giving effect to any conflict-of-law principle. Any action or proceeding arising out of these Terms of Sale will be litigated exclusively in courts located in Maine, and each party consents and submits to the jurisdiction of any local, state, or federal court located in Maine.
General. If a provision of these Terms of Sale is unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of these Terms of Sale will not be impaired, and parties will substitute for such provision an enforceable and valid provision, which most closely approximates the intent and economic effect of the unenforceable or invalid provision. If any arbitration, litigation, or collection action is instituted to interpret or enforce these Terms of Sale, the prevailing party on a claim will be entitled to recover with respect to the claim, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees, expert witness fees, and other fees, costs, and expenses of every kind. CTL will be considered the prevailing party if a breach of the provisions of these Terms of Sale by you is demonstrated by CTL, regardless of whether any damages are awarded in its favor. No waiver will be binding on a party unless it is in writing and signed by the party making the waiver. A party’s waiver of a breach of a provision of these Terms of Sale will not be a waiver of any other provision or a waiver of a subsequent breach of the same provision. These Terms of Sale, the applicable Acknowledgement, and the Agreement contain the entire understanding of the parties regarding the subject matter of these Terms of Sale and supersede all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties with respect to the subject matter of these Terms of Sale.
By clicking the “agree” button, you: (a) acknowledge that you have read and understand these Terms of Sale; (b) represent that you have all necessary power and authority to consent to these Terms of Sale, to carry out your obligations, and to consummate the transactions contemplated in any Order; and (c) accept these Terms of Sales and agree that you are legally bound by its terms.