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Terms & Conditions

General Sales Terms and Conditions

THE BELTING COMPANY OF CINCINNATI

DBA CBT CO. (“CBT” or “Seller”)

General Sales Terms and Conditions

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU, AS A BUYER (“BUYER” or “YOU”) OF GOODS OR SERVICES. PLEASE READ IT CAREFULLY. 

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE GENERAL SALES TERMS AND CONDITIONS (“GENERAL TERMS”). YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE GENERAL TERMS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (i) DO NOT AGREE TO THESE GENERAL TERMS, (ii) ARE NOT THE OLDER OF (A) AT LEAST 18 YEARS OF AGE OR (B) LEGAL AGE TO FORM A BINDING CONTRACT WITH CBT, OR (iii) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, PRODUCTS OR SERVICES BY APPLICABLE LAW.

These General Terms apply to the purchase and sale of products and services through this website www.cbtcompany.com (the “Site”). These General Terms are subject to change by CBT without prior written notice at any time, in CBT’s sole discretion. Any changes to these General Terms will be in effect as of the “Last Updated Date” referenced on the Site. Buyer should review these General Terms prior to purchasing any product or services that are available through this Site.  Buyer’s continued use of this Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes. 

These General Terms are an integral part of CBT’s Website Terms of Use that apply generally to the use of this Site. Buyer should also carefully review CBT’s Privacy Policy before placing an order for products or services through this Site.  CBT’s Privacy Policy governs the processing of all data collected from Buyer in connection with Buyer’s purchase of products or services through the Site.

Contract.  Buyer agrees that its order is an offer to buy, under these General Terms, all products and services listed in Buyer’s order. All orders must be accepted by CBT or CBT will not be obligated to sell the products or services to Buyer you. CBT may choose not to accept orders at CBT’s sole discretion, even after CBT sends Buyer a confirmation email with an order number and details of the items Buyer ordered.  In the event Buyer provides a purchase order or other contract or documentation to Seller in connection with the purchase, any terms and conditions contained in Buyer's purchase order or other documents which are different from or in addition to these General Terms are expressly rejected by Seller.  No terms and conditions put forth by Buyer that are different from or in addition to these General Terms shall become part of a contract or otherwise binding on Seller without Seller’s express written acceptance thereof.

Prices.  All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service will be the price advertised on this Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in the order confirmation email provided to Buyer. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to the total price charged to Buyer, and will be itemized in Buyer’s shopping cart and/or in the order confirmation email provided to Buyer. CBT strives to display accurate price information, however CBT may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. CBT reserves the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

Unless otherwise noted in writing by CBT, all prices are F.O.B. CBT's office and warehouse (“Delivery Point”), and/or the shipping point of CBT's major suppliers, if applicable, and do not include any applicable federal, state or local sales, use, excise, value added or similar tax or other charges unless specifically indicated otherwise, which additional charges Buyer agrees to pay or for which it agrees to furnish evidence of exemption acceptable to the taxing authorities. All prices may be withdrawn at any time prior to fourteen days after Buyer's receipt of CBT's acknowledgment of acceptance. In any event, unless accepted by CBT, the quoted prices become invalid thirty days after date of quotation or such earlier date as quoted by CBT.

Payments. All goods are sold upon the following payment terms unless otherwise agreed to in writing by CBT:

Unless otherwise agreed by CBT in writing, payment must be received by CBT before our acceptance of an order. CBT accepts VISA, MasterCard and American Express for all purchases. Buyer represents and warrant that (i) the credit card information Buyer supplies to CBT is true, correct and complete, (ii) Buyer is duly authorized to use such credit card for the purchase, (iii) charges incurred by Buyer will be honored by Buyer’s credit card company, and (iv) Buyer will pay charges incurred by Buyer at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of the order.

Each shipment shall be considered a separate and independent transaction and payment therefore shall be made accordingly. 

Installation. Unless otherwise noted in writing by CBT, installation of the goods by CBT is not included. Installation may be provided by CBT at its prevailing rates.                                                                                                    

Descriptions. Descriptions are intended only as a guide and their accuracy is not guaranteed.

Delivery.  All delivery dates stated by CBT are approximate dates only and estimated in good faith to the best of CBT's ability. Time shall not be deemed to be of the essence in making delivery under an order unless specifically agreed to in writing by CBT.  Delivery dates are also quoted subject to unavoidable delays and CBT shall be free from any liability and penalty for delayed shipment due to causes beyond its control including but not limited to strikes, fires, accident, explosion, riots, war or acts of God, or because of any priority system established by any government, any of its agents or any other authority having jurisdiction.

  1. Once accepted by CBT, an order is not subject to cancellation in whole or in part by Buyer without CBT's express written consent. Any such cancellation shall be subject to a cancellation charge as determined by CBT. 

Testing and Acceptance.  Acceptance tests of the goods by Buyer and training of Buyer's personnel by CBT will be accomplished prior to shipment of the goods by CBT or shall be considered waived. Buyer's execution of any acceptance or installation completion form provided by CBT shall be conclusive evidence of such. Written notice of any nonacceptance of the goods by Buyer must be delivered to CBT within ten days after installation has been substantially completed or shall be considered waived.

Use and Safety.  There are no representations or warranties by CBT that the goods sold hereunder comply with the requirements of federal, state and local laws and industrial codes. Buyer acknowledges that it is Buyer's responsibility to provide proper safety devices and equipment for the particular application or use intended by Buyer so as to protect the operator and others from harm, and to comply with all federal, state and local government laws, rules and regulations relating to safety standards and all industry safety standards.

LIMITATION OF WARRANTY. WITH RESPECT TO EACH COMPONENT OF A GOOD ASSEMBLED BY CBT, OR EACH GOOD SOLD, BUT NOT MADE BY CBT, THE MANUFACTURER'S WARRANTY, IF ANY, CONSTITUTES THE SOLE WARRANTY WITH RESPECT TO THE SALE OF SUCH ITEM AND BUYER SHALL LOOK SOLELY TO THE MANUFACTURER. WITH RESPECT TO EACH SUCH COMPONENT OR GOOD, CBT HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  CBT will reasonably cooperate with Buyer, at Buyer’s sole cost and expense, in efforts by Buyer to recover from the manufacturer.  NOTWITHSTANDING THE FOREGOING, CBT SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER'S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS.

Design or Technical Consultation.  All design or technical consultation, advice, recommendations and services of CBT are based upon Buyer's specifications and NO EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION IS GIVEN BY CBT INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY OR FITNESS FOR A PURPOSE.  CBT assumes no obligation or liability for the design or technical consultation, advice, recommendations and services given, or results obtained, it being acknowledged and agreed by Buyer that all such design or technical consultation, advice recommendations and services are being accepted by Buyer at Buyer's risk, Buyer acknowledges that it alone has determined that the goods purchased hereunder will suitably meet the requirements of their intended use. Buyer will indemnify and hold Seller harmless from and against all damages, costs, and expenses based upon any claim related to design or technical consultation or advice given by CBT.

Limited Warranty of Good Made by CBT.  Subject to the following conditions, CBT warrants to the original Buyer only (and not to anyone else) of each new good made by it that any part thereof which proves to be defective in material or workmanship within one year from the date of the original delivery, will, at CBT's option, be repaired or replaced without charge, or CBT's sales price therefor refunded upon return to CBT of the defective good provided any defect in the good is brought to the attention of CBT within the warranty period, who alone will be authorized to furnish or arrange for repairs or replacements, or refund of CBT's sales price within the terms of this warranty. This warranty with respect to any repairs or replacements extends only to the individual component repaired or replaced. Labor, travel and other expenses incidental to the repair or replacement shall not be included.                                                                                                      

BUYER AGREES THAT NO OTHER REMEDY (INCLUDING, BUT NOT LIMITED TO, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST PROFITS, LOST SALES, LOST PRODUCTION, OVERHEAD, LABOR, INJURY TO PERSON OR PROPERTY, OR ANY OTHER INCIDENTAL LOSS) SHALL BE AVAILABLE TO BUYER OR ANY THIRD PARTY.                                                                                                    

The above limited warranty does not apply, and no warranty, either express or implied, shall be applicable, (a) to damage resulting from accident, alteration, misuse or abuse; (b) if the good is not installed, operated and maintained according to procedures recommended by CBT and the manufacturer of the individual parts; (c) if the serial number affixed to the good shall be removed; obliterated or defaced. In no case shall the warranty extend to defects in materials, components, or services furnished by third parties or to the erection or installation of the good performed by third parties, except those performed by or on behalf of authorized distributors. If any repairs or alterations are made or any other parts are replaced during the warranty period by other than an authorized distributor in accordance with authorized service manuals or with other than parts, accessories or attachments authorized by CBT for use in its goods, Buyer shall pay for such repairs or parts without recourse against CBT, and CBT shall be relieved of responsibility for fulfillment of this warranty with respect to parts or components of all repairs, alterations or replacements so made.                                                                                                       

This warranty constitutes CBT's entire warranty as to the goods made by it and it is expressly agreed that the remedies of Buyer and those claiming under Buyer as set forth in this warranty are exclusive.                

This warranty does not extend to any goods sold "as-is" or "as-inspected", nor to any damage caused by affixing any parts or equipment not purchased from CBT to goods purchased from CBT. No warranties, either express or implied, are made with respect to such goods.

IN CONSIDERATION OF THE EXPRESS WARRANTY AND OTHER TERMS HEREIN CONTAINED, BUYER AGREES THAT BUYER'S EXCLUSIVE REMEDY AND CBT'S SOLE LIABILITY ON ANY CLAIM, WHETHER TORT, CONTRACT OR WARRANTY, SHALL BE LIMITED TO, AT CBT'S OPTION, REPAIR OR REPLACEMENT OF A DEFECTIVE GOOD MADE BY IT OR REIMBURSEMENT OF THE PURCHASE PRICE THEREFOR, AND NO OTHER REMEDY (INCLUDING BUT NOT LIMITED TO, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR LOST PROFITS, LOST SALES, INJURY TO PERSON OR PROPERTY OR ANY OTHER INCIDENTAL LOSS OR DAMAGES) SHALL BE AVAILABLE TO BUYER. IN NO EVENT AND FOR NO CAUSE WHATSOEVER, INCLUDING ANY BREACH OR DEFAULT BY CBT, SHALL CBT HAVE ANY MONETARY LIABILITY TO BUYER IN EXCESS OF THE CONTRACT PRICE OR PRICES OF THE PERTINENT GOODS IN QUESTION.                                                                                                 

THIS LIMITED WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED AND ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THOSE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED AND EXCLUDED FROM THIS TRANSACTION AND SHALL NOT APPLY TO THE PRODUCT SOLD. CBT NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OTHER OBLIGATION OR LIABILITY IN CONNECTION WITH SAID PRODUCT.

Title and Lien Rights.  Title and risk of loss passes to Buyer upon delivery of the Goods at the Delivery Point.  The goods shall remain personal property regardless of how they are affixed to Buyer's real property and CBT reserves a purchase money security interest in the goods until the purchase price has been fully paid. Buyer agrees to execute, and herby appoints CBT as its attorney-in-fact to execute on Buyer's behalf, any documents requested by CBT which are necessary for attachment and perfection of its security interest. If Buyer defaults, CBT shall have all the rights of a secured creditor under the Uniform Commercial Code as enacted in the State of Ohio. All computer software, blueprints, plans and specifications in connection with the goods shall remain the sole property of CBT.

Damages for Breach. Buyer expressly agrees that where permitted by law, Buyer shall be liable for all reasonable expenses and attorneys' fees incurred by CBT in enforcing its rights and remedies against Buyer resulting from Buyer's breach of this Agreement.

Compliance with Law.  Buyer agrees that all applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time, including without limitation those of the United States, the European Union and the jurisdictions in which Seller and Buyer are established or from which items may be supplied, and the requirements of any licenses, authorizations, general licenses or license exceptions relating thereto will apply to its receipt and use of hardware, software, services and technology.  In no event shall Buyer use, transfer, release, export or re-export any such hardware, software or technology in violation of such applicable laws, regulations, orders or requirements or the requirements of any licenses, authorizations or license exceptions relating thereto.  Buyer agrees furthermore that it shall not engage in any activity that would expose the Seller or any of its affiliates to a risk of penalties under laws and regulations of any relevant jurisdiction prohibiting improper payments, including but not limited to bribes, to officials of any government or of any agency, instrumentality or political subdivision thereof, to political parties or political party officials or candidates for public office, or to any employee of any customer or supplier.  Buyer agrees to comply with all appropriate legal, ethical and compliance requirements.

Force Majeure.  Seller’s obligations shall be suspended, without liability, in the event and to the extent that its performance is prevented or delayed due to any circumstance beyond the reasonable control of Seller, including but not limited to:  natural disaster, war, armed conflict, terrorist attack, riot, fire, explosion, accident, flood, sabotage; governmental decisions or actions (including but not limited to prohibition of exports or re-exports or the failure to grant or the revocation of applicable export license), labor trouble, strike, lockout or injunction or interruption of supply from Seller’s suppliers.  Seller shall have no obligation to supply any hardware, software, services or technology unless and until it has received any necessary licenses or authorizations or has qualified for general licenses or license exceptions under applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time.  If for any reason any such licenses, authorizations or approvals are denied or revoked, or if there is a change in any such applicable laws, regulations, orders or requirements that would prohibit Seller from fulfilling the contract, or would in the reasonable judgment of Seller otherwise expose Seller and/or Seller’s affiliate(s) to a risk of liability under applicable laws, regulations, orders or requirements, Seller shall be relieved without liability of all obligation under the contract.

If Seller is delayed or prevented from performance of its obligations by reason of this clause for more than 180 consecutive calendar days, then Buyer may terminate the then unperformed portion of the contract by notice in writing given to the Seller, without liability, provided that Buyer shall be obliged to pay the reasonable cost and expense of any work in progress and to pay for all goods delivered and services performed as at the date of termination.  Seller may deliver by installments and if so each delivery shall constitute a separate contract and failure by Seller to deliver any one or more of the installments in accordance with their terms shall not entitle Buyer to terminate the whole contract or treat it as repudiated.

Applicable Law.  These General Terms and any order hereunder shall be governed in all respects by the laws of the State of Ohio without regard to principles of conflicts of law.

Waivers. Waiver by CBT of a breach by Buyer of any provision hereof shall not be deemed a waiver of future compliance therewith, and such provision, as well as other provisions hereunder, shall remain in full force and effect.  CBT hereby expressly reserves the right to literal compliance with the terms hereof, even if unenforced in prior transactions with Buyer.

No Third-Party Beneficiaries. These General Terms do not and are not intended to confer any rights or remedies upon any person or entity other than Seller and Buyer.

Entire Agreement. These General Terms, the order confirmation email, CBT’s Website Terms of Use, and CBT’s Privacy Policy shall supersede all prior oral or written statements of any kind whatsoever made by the parties or their representatives and constitute the entire agreement of the parties with respect to the subject matter hereof.   No statement purporting to modify any of these terms or conditions shall be binding unless expressly agreed to in writing signed by the party to be bound thereby.

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Services Terms & Conditions

CBT Company (“CBT” or “Seller”)

Services Terms & Conditions

 

This document sets forth the general terms and conditions (“Services Terms”) applicable to all Services provided by CBT pursuant to any order quotations offered, and purchase orders issued for Services to CBT by Buyer. Any terms and conditions contained in Buyer’s purchase order or other documents which are different from or in addition to these Services Terms are expressly rejected by CBT. No terms and conditions put forth by Buyer that are different from or in addition to these Services Terms shall become part of a contract or otherwise binding on CBT without CBT’s express written acceptance thereof.

Work Guidelines and Personnel

Each party will designate a Project Manager to serve as the primary contact between the parties. Project Managers shall have the authority to enter into orders and Change Orders issued pursuant to the terms hereof. Performance of the Services will be coordinated between the designated Project Managers.

 

Independent Contractor

It is expressly stipulated, agreed and understood between the parties that CBT and Company shall be an independent contractor during the performance of the Services. Neither party shall have the authority to legally bind the other in contract, debt or otherwise.

 

Termination

Termination for convenience - Notwithstanding anything to the contrary, Buyer may, at any time, terminate any order, in whole or in part, with or without cause, without liability or obligation, for undelivered or unperformed Services, upon 30 days' prior written notice. CBT shall be entitled to recover the price of Services rendered prior to notice under this clause; such price shall be at the rate specified in the order and reimbursement of any reasonably incurred expenses approved by Buyer therein.

Termination for cause - The non-breaching Party may terminate any order, in whole or in part, if the other party commits a material breach and a.) fails to initiate steps to remedy the breach within 5 days following receipt of written notice specifying the grounds for the breach, and b.) continues working diligently until the breach is resolved. The solvent party may terminate any order upon written notice if the other party becomes insolvent or if any petition is filed or proceedings commenced by or against that party relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

Effect of termination - If Buyer terminates any order, in whole or in part for cause, Buyer’s sole liability to CBT, and CBT’s sole and exclusive remedy, is payment for Services received and accepted and Services completed and accepted by Buyer before the date of termination

 

Pricing, Invoicing and Payment Terms

Pricing and reimbursable expenses will be as provided in the order/quotation. Invoices describing the Services performed and payments due in accordance with the order are subject to payment terms of 1% 10, net 30 days from invoice date. Invoices for Services will be submitted monthly unless otherwise described in the order

 

Taxes

CBT’s rates and charges do not include sales, use, excise, personal property, value added, goods and services or similar taxes assessed by or payable to any jurisdiction that may be imposed relative to the services performed. Consequently, in addition to the price specified in the order, the amount of any such taxes arising from or related to the services rendered hereunder shall be paid by Company.

 

Warranties and Remedies

CBT warrants that each of its personnel has the proper skill, training and background necessary to accomplish his or her assigned tasks; all Services will be performed in a competent and professional manner, by qualified personnel under the direction and control of CBT, and in accordance with the highest standards in the industry.

 

Remedies under this warranty will be limited to replacement, repair, re-performance, modification, or issuance of credit for the purchase price of the Services involved, but only after receipt of Company’s written notification of non-conforming Services.

 

EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, CBT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

Intellectual Property

Each party shall own all right, title, and interest in all patents, trademarks, copyrights, confidential information, trade secrets, and other intellectual property rights as it owned at the date of this Agreement, or any succeeding SOW encompassed by this Agreement.

CBT grants the Customer a non-exclusive, non-transferable license to modify and use solely in conjunction with the work all documentation and any application Software created by CBT as specified in the Statement of Work. Application Software includes allocation project files for control programming, design, configuration, and visualization in source code and /or scripting code created by CBT under the agreement for operational use with the Customer’s system as specified in the Statement of work. Customer is solely responsible for its modifications to documentation and Application Software. CBT retains all right, title, and interest to documentation and Application Software developed by CBT. Customer shall not sublicense or assign the documentation or the Application Software except to a customer who purchases the work from customer. Customer may make an additional archival copy of such documentation and Application Software for backup.

 

 

Indemnification and Remedies

CBT shall defend, indemnify and hold Buyer, its affiliates and their employees, agents, subsidiaries, harmless from any claim or loss, and any cost associated therewith (including, but not limited to, reasonable attorney’s fees), arising directly or indirectly from any claim with respect to (A) Buyer’s or its affiliates property, and arising directly or indirectly from CBT’s negligence or breach of any provision of these terms, (B) any personal injury claims or loss arising, directly or indirectly, from CBT’s negligence or breach of any provision of these terms, (C) CBT’s breach of any confidentiality obligation under these terms.

 

 

Hold Harmless / Pre-Existing Conditions

To the fullest extent permitted by law, Customer shall indemnify, defend (at Customer’s sole expense) and hold harmless CBT Company, its subcontractors, and its consultants, and any of their partners, joint ventures, representatives, members, designees, officers, directors, shareholders, employees, agents, successors, and assigns from and against any and all claims for bodily injury, death or damage to property, demands, damages, actions, causes of action, suits, losses, judgments, obligations and any liabilities, costs and expenses (including but not limited to investigative and repair costs, attorneys' fees and costs, and consultants' fees and costs) to the extent arising from Customer’s obligations to maintain the health and safety of its premises, facility, equipment, fixtures, practices and procedures, employees, agents, and independent contractors, or to the extent arising from the pre-existing or existing conditions of the Customer’s premises, facility, equipment, fixtures, or practices and procedures.

 

 

Limitation of Liability

The total liability of CBT on any claim, whether in contract, tort (including negligence of any degree), infringement or otherwise, arising out of, connected with, or resulting from the work performed under any Service or any recommendations provided by CBT shall not exceed the price allocable to the Service or part thereof which gives rise to the claim and in no event shall the total liability of CBT hereunder exceed the price paid under the Services.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, REGARDLESS OF THE FORM OR ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S MAXIMUM CUMULATIVE LIABILITY TO EACH OTHER FOR ALL CLAIMS AND LIABILITIES WILL NOT EXCEED THE COST OF THE SERVICES.

 

 

Confidential Information

During the course of performing the Services, either party may disclose to the other party information which it considers to be confidential. It is therefore mutually agreed that any information (i) disclosed, or learned, by either party to or from the other, either orally, electronically, visually, or in a document or other tangible form, which is identified as confidential and/or proprietary, including but not limited to, existing or contemplated machines, products, processes, techniques, or know-how, marketing plans and strategies, financial information and projections and customer and supplier lists and information and (ii) any proprietary or confidential information or data developed pursuant to the performance of the Services contemplated hereunder, (hereinafter “Confidential Information”), shall not be disclosed by either party or its employees, representatives or agents to others or used for either party’s own benefit without the prior written consent of the other party. Each party further acknowledges that such Confidential Information is and shall remain the sole property of disclosing party (including any copyrights, trade secrets or other intellectual property rights therein). Notwithstanding the foregoing, information shall not be considered confidential, proprietary or sensitive only to the extent that such information (a) is already known and not subject to any confidentiality restrictions at the time it is obtained, (b) is or becomes publicly known through no wrongful act, (c) is rightly received from a third party without restriction on further disclosure, or (d) is required to be disclosed pursuant to legal, judicial, or administrative proceedings or otherwise required by law, subject to each party giving the other party prior notice to allow an opportunity to seek protective or other court orders. All materials supplied by or to the parties to this agreement, and any copies thereof, shall be returned within ten (10) days after either party requests the return thereof. Access to Buyer’s computer system(s) may be granted solely for the work contracted and for no other purpose whatsoever.

 

 

Force Majeure

Failure or delay by CBT or Buyer to perform any act or obligation to be performed by it within the time specified for such performance, if caused by act of God, explosion, fire, storm, earthquake, flood, drought, strikes, lockouts, labor troubles, riots, vandalism, sabotage, terrorism, embargo, war (whether or not declared and whether or not the United States is a participant), federal, state or municipal law, regulation, order, license, priority, seizure, requisition, or any other circumstance of a similar or different nature beyond the reasonable control of the party so failing or delayed, shall not constitute a breach of the Services, and the time of performance shall be extended for the duration of the delay so caused.

 

 

Complete Agreement

These Services Terms and the other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, promises, warranties, covenants or undertakings other than those expressly set forth herein or therein.

 

 

Severability

In the event any provisions of the Services Terms are held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining Services Terms or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of these Services Terms or affecting the validity or enforceability of such provision in any other jurisdiction.

 

 

Governing Law

These Services Terms and any Services performed thereunder shall be governed by and construed in accordance with the laws of the State of Ohio applicable to contracts made and performed wholly therein and excluding the application of Ohio’s conflicts of laws provisions.

 

 

Insurance

CBT shall, at its own expense, maintain with a reputable insurer in effect at all times during the performance of Services hereunder, and for a period of three (3) years thereafter, insurance coverage including but not limited to, (i) Worker’s Compensation statutory coverage as required by the laws of the jurisdiction in which Services are performed, and (ii) general liability insurance in the sum of $1,000,000 minimum in respect of each and every claim against all losses, claims, demands, proceedings, damages, costs, charges, and expenses for inquiries or damage to any person or property arising out of, or in connection with, the Agreement which are the result of the fault or negligence of CBT, its agents or permitted subcontractors.