| Terms and Conditions of Sale PLEASE READ THESE TERMS AND CONDITIONS OF PRODUCT SALES VERY CAREFULLY.THE TERMS AND CONDITIONS OF PRODUCT SALES ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS IN ANY FORMS DELIVERED BY YOU ("CUSTOMER") ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN.
BY ACCEPTING DELIVERY OF THE PRODUCTS DESCRIBED IN CD DIMENSIONS, INC.’S INVOICE OR OTHER CD DIMENSIONS, INC. DOCUMENTATION, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS OF PRODUCT SALES UNLESS CUSTOMER AND CD DIMENSIONS, INC. HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN. ANY GENERAL DESCRIPTION OF THE TYPES OF PRODUCTS AND RESULTS THEREOF POSTED ON THE WEB SITE DO NOT CONSTITUTE PART OF THE AGREEMENT BETWEEN CD DIMENSIONS, INC. AND CUSTOMER. Important Information About These Terms and Conditions of Product Sales These Terms and Conditions of Product Sales constitute a binding contract between Customer and the CD DIMENSIONS, INC. Entity identified on Customer's invoice ("CD DIMENSIONS, INC.") and are referred to herein as either "Terms and Conditions of Product Sales" or this "Agreement". Customer accepts these Terms and Conditions of Product Sales by making a purchase, placing an order or otherwise shopping on the CDDimensions.com Web site (the "Site"). These Terms and Conditions of Product Sales are subject to change without prior notice, except that the Terms and Conditions of Product Sales posted on the Site at the time Customer places an order will govern the order in question, unless otherwise agreed in writing by CD DIMENSIONS, INC. and Customer.Customer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting CD DIMENSIONS, INC. at the address provided below. In addition, Internet connectivity requires access services from an Internet access provider. Contact your local access provider for details. IN CASE OF PROCUREMENT OF SERVICES, INDEPENDENTLY OR IN CONJUNCTION WITH THE PURCHASE OF PRODUCTS, SUCH SERVICES SHALL BE ON AND SUBJECT TO THE TERMS AND CONDITIONS OF SERVICE PROJECTS ON THE SITE. Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. Customer agrees that the Terms and Conditions of Product Sales contained herein and in CD DIMENSIONS, INC.’s invoice or other CD DIMENSIONS, INC. documentation will control. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions of Product Sales or any purchase order or invoice related thereto. Governing Law
THESE TERMS AND CONDITIONS OF PRODUCT SALES AND ANY SALE OF PRODUCTS HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF CONNECTICUT, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT EXCLUSIVELY IN MIDDLESEX COUNTY, CONNECTICUT AND CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED THEREIN, SUBMITS TO THE JURISDICTION THEREOF AND WAIVES THE RIGHT TO CHANGE VENUE. CUSTOMER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING. Except in the case of nonpayment, neither party may institute any action in any form arising out of these Terms and Conditions of Product Sales more than one (1) year after the cause of action has arisen. Title; Risk of Loss
If Customer provides CD DIMENSIONS, INC. with Customer’s carrier account number or selects a carrier other than a carrier that regularly ships for CD DIMENSIONS, INC., title to products and risk of loss or damage during shipment passes from CD DIMENSIONS, INC. to Customer upon shipment from CD DIMENSIONS, INC.’s facility (F.O.B. Origin, freight collect). For all other shipments, title to products and risk of loss or damage during shipment passes from CD DIMENSIONS, INC. to Customer upon receipt by Customer (F.O.B. Destination, freight prepaid and added). Notwithstanding the foregoing, title to software will remain with the applicable licensor(s) and Customer's rights therein are contained in the license agreement between such licensor(s) and Customer. CD DIMENSIONS, INC. retains a security interest in the products until payment in full is received. Warranties
Customer understands that CD DIMENSIONS, INC. is not the manufacturer of the products purchased by Customer hereunder and the only warranties offered are those of the manufacturer, not CD DIMENSIONS, INC.. In purchasing the products, Customer is relying on the manufacturer’s specifications only and is not relying on any statements, specifications, photographs or other illustrations representing the products that may be provided by CD DIMENSIONS, INC. or its affiliates. CD DIMENSIONS, INC. AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NONINFRINGEMENT. THIS DISCLAIMER DOES NOT AFFECT THE TERMS OF THE MANUFACTURER'S WARRANTY, IF ANY. Pricing Information; Availability Disclaimer
All pricing is subject to change. CD DIMENSIONS, INC. reserves the right to make adjustments to pricing and products for reasons including, but not limited to, changing market conditions, product discontinuation, product unavailability, manufacturer price changes and errors in advertisements. All orders are subject to product availability. Therefore, CD DIMENSIONS, INC. cannot guarantee that it will be able to fulfill Customer’s orders. Limitation of Liability
UNDER NO CIRCUMSTANCES WILL CD DIMENSIONS, INC., ITS AFFILIATES, SUPPLIERS, SUBCONTRACTORS OR AGENTS BE LIABILE FOR: (A) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHICH INCLUDES BUT IS NOT LIMITED TO, LOSS OF PROFITS, REVENUES OR SAVINGS, EVEN IF CD DIMENSIONS, INC. HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES, WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY; (B) CLAIMS, DEMANDS OR ACTIONS AGAINST CUSTOMER BY ANY THIRD PARTY; (C) ANY LOSS OR CLAIM ARISING OUT OF OR IN CONNECTION WITH CUSTOMER'S IMPLEMENTATION OF ANY CONCLUSIONS OR RECOMMENDATIONS BY CD DIMENSIONS, INC. IN CONNECTION WITH THE PRODUCTS; OR (D) THE PRODUCT BEING UNAVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF ANY LIABILITY INCURRED BY CD DIMENSIONS, INC., CD DIMENSIONS, INC.'S ENTIRE LIABILITY FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE LESSER OF: (A) THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM.CD DIMENSIONS, INC. will not be responsible for any delays in delivery which result from any circumstances beyond its control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency. Any shipping dates provided by CD DIMENSIONS, INC. are estimates only. Proprietary Information
Each party anticipates that it may be necessary to provide access to information of a confidential or proprietary nature of such party, including its affiliates or of a third party, (hereinafter referred to as "Proprietary Information") to the other party in the performance of this Agreement. "Proprietary Information" means any information or data in oral and/or in written form which the receiving party knows or has reason to know is proprietary information and which is disclosed by a party in connection with this Agreement or which the receiving party may have access to in connection with this Agreement. Proprietary Information will not include information which: (a) becomes known to the public from a source other than the receiving party; (b) was known to the receiving party, or becomes known to the receiving party from a third party having the right to disclose it and having no obligation of confidentiality to the disclosing party with respect to the applicable information; or (c) is independently developed by personnel of the receiving party who have not had access to such information. To the extent practicable, Proprietary Information should be clearly identified or labeled as such by the disclosing party at the time of disclosure or as promptly thereafter as possible, however, failure to so identify or label such Proprietary Information will not be evidence that such information is not proprietary or protectable.
Each party agrees to hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind. Disclosures of Proprietary Information will be restricted to those individuals who are participating in the performance of this Agreement and need to know such Proprietary Information for purposes of this Agreement. Upon the request of a party, the other party will either return or certify the destruction of the Proprietary Information of the other party.
If a receiving party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority, to disclose the Proprietary Information, the receiving party will give the disclosing party prompt notice of such request so that disclosing party may seek an appropriate protective order or similar protective measure. Orders; Payment Terms; Interest; Taxes
Orders are not binding upon CD DIMENSIONS, INC. until accepted by CD DIMENSIONS, INC. Terms of payment are within CD DIMENSIONS, INC.'s sole discretion. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice, subject to continuing credit approval by CD DIMENSIONS, INC. CD DIMENSIONS, INC. may invoice Customer separately for partial shipments. Customer agrees to pay interest on all past-due sums at the lower of one and one-half percent (1 1/2%) per month or at the highest rate allowed by law. Customer is responsible for, and will indemnify and hold CD DIMENSIONS, INC. harmless from, any applicable sales, use, transaction, excise or similar taxes (but not taxes imposed or measured by CD DIMENSIONS, INC.'s net income), and from any federal, state or local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of, or otherwise associated with the order. Customer must claim any exemption from such taxes, fees or charges at the time of purchase and provide CD DIMENSIONS, INC. with the necessary supporting documentation. Any sales, use or other applicable tax or fees or assessments is based on the location to which the order is shipped. In the event of a payment default, Customer will be responsible for all of CD DIMENSIONS, INC.’s costs of collection, including court costs, filing fees and attorney’s fees. Return Privileges
- CD DIMENSIONS, INC. customer return requests must be made within 30 days of invoice date.
- Please return all products 100% complete. This includes manufacturer box, UPC label, packing materials, all manuals, blank warranty cards and accessories.
- Return privileges are contingent upon various manufacturer policies. CD DIMENSIONS, INC. reserves the right to decline return requests based on those policies. Please verify policies for specific item(s) with a member of Customer Service.
- Please contact CD DIMENSIONS, INC. Customer Service via e-mail at client-services@cddimensions.com , to obtain a Return Merchandise Authorization (RMA) before shipping product back to CD DIMENSIONS, INC.. This will expedite and help ensure the proper action or credit upon processing.
- In order to expedite a return, please have the following information on hand when requesting an RMA number: Customer number, invoice number, serial number, reason for return, action to take (replacement/repair/return/credit) and whether the box has been opened or is manufacturer sealed. Please do not write on or damage the manufacturer box.
- Customer is responsible for shipping charges to CD DIMENSIONS, INC.’s distribution center for all products being shipped back to CD DIMENSIONS, INC.. Products exchanged or replaced will be shipped by CD DIMENSIONS, INC. to Customer, at CD DIMENSIONS, INC.’s expense, using the same shipping method as was used by Customer to ship the original products back to CD DIMENSIONS, INC.. If the carrier selected by Customer is not used by CD DIMENSIONS, INC., a comparable shipping method will be selected.
- Customer is responsible for all risk of loss and damage to products being shipped back to CD DIMENSIONS, INC. Please fully insure return shipment in case of loss or damage. Please use a carrier that is able to provide you with proof of delivery such as UPS, Federal Express or DHL. This is for your protection as well as to ensure quick action on your return. We do not accept return using the US Postal Service.
- Failure to return a product within the applicable return period will be deemed to be an acceptance of the product.
Damaged Products
If Customer receives damaged products; please refuse the products upon original delivery attempt. If damaged products are accepted from the carrier, such damage should be noted on the carrier delivery record. Please save the product and the original box and packaging and notify CD DIMENSIONS, INC. immediately to arrange for a carrier inspection and a pick up of damaged products. Please notify CD DIMENSIONS, INC. Customer Service at client-services@cddimensions.com of damaged products WITHIN THE FIRST 10 DAYS of receipt. Timely receipt of this information is necessary for CD DIMENSIONS, INC. to file a damage claim. Check Payment Policy
CD DIMENSIONS, INC. will accept personal and business checks for prepay orders. Allow 10 business days for clearing. Contacting Us
CD DIMENSIONS, INC.
20 Research Parkway
Unit A
Old Saybrook, CT 06475
Sales: 1-888-395-6396
Support: client-services@cddimensions.com |
| CD Dimensions, Inc. Web Site User Agreement This Agreement sets forth the terms and conditions that govern your access and use of the Web Sites and related Internet properties, including DigitalAssetStorage.com, BluRayDimensions.com and InternetFileRoom, (owned and operated by CD Dimensions, Inc, collectively the "Site"). PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITE AND SHOULD IMMEDIATELY CEASE SUCH USE. CD DIMENSIONS. MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT ON THE SITE. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE SITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT. 1. Copyright, Licenses and Idea Submissions.
Domestic and International copyright and trademark laws protect the entire contents of the Site. The owners of the intellectual property, copyrights and trademarks are CD Dimensions, Inc., its affiliates and subsidiaries or other third party licensors. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SITE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE. Subject to more specific terms, you may print and download portions of material from the different areas of the Site solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials. 2. Trademarks.
CD Dimensions, InternetFileRoom, TapeBackupandRaid and/or any other names of CD Dimensions, Inc., its Web sites, publications, products, content or services referenced herein or on the Site are the exclusive trademarks or service marks of CD Dimensions, Inc., including the "look" and "feel" of the Site, color combinations, layout, and all other graphical elements. Any use of CD Dimensions, Inc. trademarks is strictly prohibited without the express permission from CD Dimensions, Inc.. Other product and company names mentioned in the Site may be the trademarks of their respective owners. 3. Use of the Site.
You understand that, except for information, products or services clearly identified as being supplied by CD Dimensions, Inc., CD Dimensions does not operate, control or endorse any information, products or services on the Internet in any way. Except for CD Dimensions, Inc. identified information, products or services, all information, products and services offered through the Site or on the Internet generally are offered by third parties that are not affiliated with CD Dimensions. You also understand that CD Dimensions, Inc. cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data. CD Dimensions offers a search feature within the Site. CD Dimensions explicitly disclaims any responsibility for the content or availability of information contained in our search index or directory. CD Dimensions also disclaims any responsibility for the completeness or accuracy of any directory or search result. In connection with your use of the Site, you agree you will not: - a) Impersonate any person or entity, including but not limited to, an CD Dimensions, Inc. official or falsely state or otherwise misrepresent your affiliation with a person or entity;
- b) Post or transmit any Material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);
- c) Post or transmit any Material that contains a virus or corrupted data;
- d) Violate any applicable local, state, or national law;
- e) Manipulate or otherwise display the Site by using framing or similar navigational technology, or
- f) Register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any CD Dimensions, product or service if you are not expressly authorized by such party to do so.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE INTERNET. CD DIMENSIONS PROVIDES THE SITE AND RELATED INFORMATION "AS IS" AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SERVICE, ANY MERCHANDISE INFORMATION OR SERVICE PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY, AND CD DIMENSIONS SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY. LIMITATION OF LIABILITY
IN NO EVENT WILL CD DIMENSIONS BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON THE SERVICE, OR DOWNLOADED FROM THE SERVICE, OR ANY DELAY OF SUCH INFORMATION OR SERVICE. EVEN IF CD DIMENSIONS OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH THE SERVICE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, CD DIMENSIONS LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. 4. Equipment.
You shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Site and all charges related thereto. 5. Indemnification and Reservation of Rights.
You agree to indemnify, defend and hold harmless CD Dimensions, Inc., its officers, employees, agents, licensors, suppliers and any third party information providers to the Site from and against all losses, expenses, damages and costs, including attorneys' fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or your use and access of the Site. CD Dimensions reserves the right to release current or past member or Web site user information if CD Dimensions believes that a member’s account is being used to commit unlawful acts, if the information is subpoenaed and/or if CD Dimensions deems it necessary and/or appropriate. 6. Third Party Rights.
The provisions of paragraphs 3 (Use of the Site), and 5 (Indemnification) are for the benefit of CD Dimensions and its officers, employees, agents, licensors, suppliers, and any third party information providers to the Site. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf. 7. Miscellaneous.
This Agreement shall all be governed and construed in accordance with the laws of the State of Connecticut, United States applicable to agreements made and to be performed in the State of Connecticut, United States. You agree that any legal action or proceeding between CD Dimensions, Inc. and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in the County of Middlesex, State of Connecticut, United States. Any cause of action or claim you may have with respect to the Site must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. CD Dimension’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. CD Dimensions may assign its rights and duties under this Agreement to any party at any time without notice to you. Any rights not expressly granted herein are reserved. |
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