Carelli International Corporation
IMPORTANT: THE FOLLOWING TERMS AND CONDITIONS APPLY
EXCLUSIVELY TO PRODUCTS PROVIDED BY CARELLI DESIGN OR
CARELLI INTERNATIONAL CORPORATION. THEY ARE NOT APPLICABLE
TO DESIGN AND DEVELOPMENT SERVICES PROVIDED BY CARELLI
DESIGN OR CARELLI INTERNATIONAL, NOR PRODUCTS AND SERVICES
PROVIDED BY EUROSYSTEM SYSTEMS AND TECHNOLOGY, WHICH
NECESSITATE SPECIFIC TERMS AND CONDITIONS.
If you are NOT a Reseller (B2B Member), refer to Standard
Terms and Conditions
The purchase or license of Products and Support will
constitute acceptance of the CI Terms and Conditions
(“Terms and Conditions”) set forth below.
Some products may be shipped with specific warranties
and/or Terms and Conditions, and therefore take precedence
over the Terms and Conditions set forth herein. Refer
to the specific warranties and/or Terms and Conditions
enclosed with the product(s). For information concerning
a specific product warranty and/or Terms and Conditions
in effect for a particular product(s), contact our Customer
Service Department by writing directly to: Customer
Relations, Carelli International Corporation, One Park
Plaza Ste 600 Irvine California 92614-5987.
TERMS AND CONDITIONS
Unless Purchaser (“Customer”) has another
legally binding agreement with Carelli International
Corporation (“CI”), the following Terms
and Conditions (“Terms and Conditions”)
will apply. CI's sale of Products and Support, and CI's
license of Software are governed by the CI Terms and
Conditions set forth herein.
(a) "Delivery" means standard CI shipping
to and arrival at the receiving area at the "Ship
To" address specified in Customer's order.
(b) "Exhibits" means attachments that describe
or otherwise apply to the sale or license of products
(c) "License Fee" means the fee or fees designated
by CI for Use of software or digital content.
(d) "Products" means manufactured goods,
accessories, software, replacement parts and/or devices.
“Custom Products" means products modified,
designed or manufactured to meet Customer requirements.
(e) "Software" means one or more programs
capable of operating on a controller, processor or other
hardware Product ("Device"). Software may
be either a separate Product or fixed in a Device and
not removable in normal operation ("Firmware").
(f) "Software License" means the Software
license grant and general license terms set forth herein.
(g) "Specifications" means specific technical
information about CI Products published in CI Product
manuals and technical data sheets in effect on the date
CI ships Customer's order.
(h) "Support" means Software revisions, modifications
and/or maintenance, OEM liaison; training; and other
services provided by CI. "Custom Support"
means any agreed non-standard Support, including consulting
and custom project services.
(i) "Use" means the Use of manufactured goods,
or storing, loading, installing, executing or displaying
Software on a Device or Product using Firmware.
(j) “Digital Content” means computer Software
code, software programming and/or digital content capable
of storing, loading, installing, executing or displaying
on a web browser, or the worldwide web.
(a) Prices are valid for the period quoted by CI or
for the applicable purchase agreement ordering period,
whichever expires first. Product prices for an order
remain valid for ninety (90) days from the original
order date unless otherwise quoted by CI. Change orders
that extend Delivery beyond those validity periods become
new orders at prices in effect when CI receives the
change orders. Support prices, except for Custom Support,
may be changed by CI upon sixty (60) days written notice.
(b) Prices are exclusive of, and Customer will pay,
applicable sales, use, consumption, goods and service,
value added or like taxes, unless Customer has provided
CI with an appropriate exemption certificate for the
Delivery jurisdiction. Prices are exclusive of, and
Customer will pay, all applicable import duties, if
(a) All orders are subject to acceptance by CI. Product
orders must specify Delivery within ninety (90) days
from order date, unless otherwise agreed or quoted by
(b) Customer will specify “Ship To” addresses
within the country where the order is placed, unless
CI will make reasonable efforts to meet Customer's
Delivery requirements. If CI is unable to meet Customer's
Delivery requirements, alternative arrangements may
be agreed. In the absence of such agreement, Customer's
sole remedy is to cancel the order.
Shipment, risk of loss or damage, and title
CI will ship according to CI's standard commercial
practice, and risk of loss or damage will pass to Customer
on delivery to shipper, Customer's carrier or designate.
Shipping and handling charges will be listed separately
on CI's invoice when not included in the Product's purchase
price. If Customer requested special packing or shipping
instructions that are agreed to by CI, charges will
be billed separately to Customer. Products purchased
shall remain the property of CI until all payment amounts
have been received in full.
Installation and acceptance
(a) Product installation and/or assembly information
is available with Products or upon request. Installation
and/or assembly by CI, when included in the purchase
price, is deemed complete when the Product passes CI's
standard installation and/or assembly, including any
test procedures where applicable.
(b) For Products without installation included in the
purchase price, acceptance by Customer occurs upon Delivery.
For Products with installation or assembly included
in the purchase price, acceptance by Customer occurs
upon completion of installation and/or assembly by CI.
If Customer schedules or delays installation by CI more
than thirty (30) days after Delivery, Customer acceptance
of the Product(s) will occur on the 31st day after Delivery.
(a) Payments are due in full upon delivery unless indicated
otherwise in writing by CI. Payment terms are subject
to CI credit approval. Payments with approved credit
are due thirty (30) days from CI's invoice date unless
indicated otherwise in writing by CI. Invoices for support
services and maintenance will be issued in advance of
the Support period. CI may change credit or payment
terms at any time when, in CI's opinion, Customer's
financial condition, previous payment record, or the
nature of Customer's relationship with CI so warrants.
(b) CI may discontinue performance if Customer fails
to pay any sum due, or fails to perform under this or
any other CI agreement if, after ten(10) days written
notice, the failure has not been remedied.
(a) CI Products are shipped with a Product-specific
warranty, and therefore take precedence over the standard
warranty set forth herein. Refer to the specific warranty
enclosed with the Product. As a standard warranty, CI
warrants CI Products against defects in materials and
workmanship for the period of one (1) year, unless indicated
otherwise in writing by CI. The standard warranty is
in force only when no other associated warranties exist.
Product warranty periods and relevant information on
specific products are available upon request.
(b) Products purchased from CI will receive the standard
warranty unless indicated otherwise in writing by CI.
If Customer moves such Products to another country where
CI has Support presence, then Customer will receive
the destination country standard warranty.
(c) CI reserves the right to change its warranty terms
and conditions, at any time, and without advance notice
to Customer. Such changes will only affect new subsequent
(d) The warranty period begins on the date of Delivery,
or the date of installation if installed by CI. If Customer
schedules or delays installation by CI more than thirty
(30) days after Delivery, the warranty period begins
on the 31st day after Delivery.
(e) If Customer transfers ownership of a Product, warranty
service is transferred over to the new owner for the
remainder of the warranty period.
(f) CI warrants that CI Products conform to CI published
(g) CI warrants that Software will not fail to execute
its programming instructions when properly installed
and used on the Device originally intended, and designated
by CI. CI does not warrant that Software will operate
in hardware and software combinations selected by Customer,
or outside of the guidelines established by CI.
(h) CI does not warrant that the operation of Products
will be uninterrupted or error free.
(i) If CI receives notice of defects or non-conformance
to Product Specifications, or substantial non-conformance
to CI owned Software Specifications during the warranty
period, CI will, at its option, repair or replace the
affected Products. If CI is unable, within a reasonable
time, to repair, replace or correct a defect or non-conformance
in a Product to a condition as warranted, Customer will
be entitled to a refund of the purchase price upon prompt
return of the Product to CI. Customer will pay expenses
for return of such Products to CI. CI will pay expenses
for shipment of repaired or replacement Products.
(j) CI warrants that CI Product Support will be provided
in a professional manner.
(k) The warranties provided herein will apply only
to those Products and Support which are branded by CI
with a CI trademark ("CI Branded"). CI does
not warrant any third party Products or Support even
if included with other CI Branded Products or Support.
Furthermore, CI provides all such third party Products
and Support “AS IS.” However, the original
manufacturers or suppliers may provide their own warranties
as specified in the documentation accompanying such
third party Products and Support.
(l) The above warranties do not apply to defects resulting
(1) improper or inadequate maintenance by Customer;
(2) use of parts other than original manufacturer's
(3) unauthorized modification;
(4) improper use or operation outside of the Specifications
for the Product;
(5) damage caused by accident, unreasonable use or neglect;
(6) unauthorized maintenance or repair;
(7) damage resulting from ordinary wear and tear.
(m) THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER
WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED.
TO THE EXTENT PERMITTED BY LAW, CI SPECIFICALLY DISCLAIMS
THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
(a) Customer may contract Support from CI. However,
CI’s Support services may not be available in
(b) Contracts for Support are subject to the terms
and conditions of the Support Exhibit or an agreement
between Customer and CI.
(c) CI may, at no additional charge to Customer, modify
Products to improve operation, supportability and reliability,
or to meet legal requirements.
(d) For Support agreements intended for Support at
Customer’s site, relocation of Products is Customer's
responsibility. Relocation may result in additional
Support charges. Support of Products moved to another
country is subject to availability.
(e) CI will provide Support when Customer allows CI
to perform modifications if requested by CI.
(f) Support does not cover any damage or failure caused
(1) use of non-CI approved media, software or other
(2) software platforms that do not conform to CI's specifications;
(3) neglect, improper use, work or modification by people
other than CI employees or subcontractors,
(g) Customer is responsible for maintaining a procedure
external to the Products to reconstruct lost or altered
Customer files, data or programs. For Support agreements
intended for Support at Customer’s site, Customer
will have a representative present when CI provides
Support services at Customer's site.
(h) Customer may remove Products under Support or cancel
Support services upon thirty (30) days written notice
unless otherwise indicated in a Support agreement. CI
may also cancel Support upon thirty (30) days written
notice unless otherwise indicated in a Support agreement.
(a) In return for the License Fee, CI grants Customer
a license to Use specific Software or Digital Content
listed in Customer's contract agreement, and in conformance
(1) the terms set forth herein; and
(2) Use restrictions and authorizations for the Software
or Digital Content specified by CI in its quotation,
invoice or terms that accompany the Software or Digital
Content ; and
(3) CI's third party suppliers' terms that accompany
the Software or Digital Content, if any.
In the event of a conflict, the third party suppliers'
terms that accompany the Software or Digital Content
will take precedence over the Use restrictions and authorizations
specified by CI and the terms set forth herein, and
the Use restrictions and authorizations specified by
CI will take precedence over the terms set forth herein.
(b) Unless otherwise specified, in return for the applicable
License Fee, CI grants Customer a license to Use one
copy of the Software or Digital Content on one Device
at any one time.
(c) Unless otherwise specified, all Software or Digital
Content Licenses will be perpetual unless terminated
(d) If Customer is a CI authorized reseller, Customer
may sublicense the Software or Digital Content to an
end-user for its Use, if applicable. These sublicenses
must incorporate the terms of this Software or Digital
Content License in a written sublicense agreement, which
will be made available to CI upon request. If Customer
is not a CI authorized reseller, Customer may not sublicense
the Software or Digital Content unless otherwise agreed
to by CI in writing.
(e) Software and Digital Content is owned and copyrighted
by CI or by third party suppliers. Customer's Software
or Digital Content License confers no title or ownership
and is not a sale of any rights to the Software or Digital
Content. Third party suppliers may protect their rights
in the event of any infringement.
(f) Unless otherwise permitted by CI, Customer may
only make copies or adaptations of the Software or Digital
Content for archival purposes or when copying or adaptation
is an essential step in the authorized Use of the Software
or Digital Content on a backup Device, provided that
copies and adaptations are used in no other manner and
provided further that the Use on the backup Device is
discontinued when the original or replacement Device
(g) Customer must reproduce all copyright notices in
or on the original Software or Digital Content on all
permitted copies or adaptations.
(h) Customer will not decrypt the Software or Digital
Content unless necessary for legitimate use.
(i) Updates, upgrades or other enhancements are available
under CI Support agreements. CI reserves the right to
require additional licenses and fees for Use of the
Software or Digital Content on upgraded Devices.
(j) Customer will not modify, disassemble or decompile
the Software or Digital Content without CI's prior written
consent. Where Customer has other rights under statute,
Customer will provide CI with reasonably detailed information
regarding any intended disassembly. Customer will not
decrypt the Software or Digital Content unless necessary
for legitimate use of the Software or Digital Content.
(k) Customer's Software or Digital Content License
is transferable subject to CI's prior written authorization
and payment to CI of any applicable fee(s). Upon transfer
of the Software or Digital Content License, Customer
will immediately deliver all copies of the Software
or Digital Content to the transferee. The transferee
must agree in writing to the terms of Customer's Software
or Digital Content License. All Software and Digital
Content License terms will be binding on involuntary
transferees, notice of which is hereby given. Customer's
Software or Digital Content License will automatically
terminate upon transfer.
(l) CI may terminate Customer's or any transferee's
or sublicensee's Software or Digital Content License
upon notice for failure to comply with any applicable
Software or Digital Content License terms. Immediately
upon termination, the Software or Digital Content, and
all copies of the Software or Digital Content will be
destroyed or returned to CI. Copies of the Software
or Digital Content that is merged into adaptations,
except for individual pieces of data in Customer's or
transferee's or sublicensee's database, will be removed
and destroyed or returned to CI.
Intellectual property rights
(a) All Proprietary Information is and shall remain
the property of CI. By disclosing any Proprietary Information
to Customer, CI does not grant any express or implied
right to Customer to or under any patents, copyrights,
trademarks, or trade secret information except as otherwise
provided herein. CI reserves without prejudice the ability
to protect its rights under any such patents, copyrights,
trademarks, or trade secrets except as otherwise provided
(b) Customer must retain all copyright and other Proprietary
notices contained in the original materials on all copies
of the materials. The Proprietary Information is copyrighted
and the unauthorized use of any Proprietary Information
may violate copyright, trademark, and other laws. If
Customer violates any of these terms, Customer’s
License automatically terminates and Customer must immediately
return all Proprietary Informational materials to CI.
(c) Customer acknowledges that all trade names, trademarks
and copyrights, as part of the Content provided by CI,
are and will remain the exclusive property of CI. Customer
agrees to not use in any manner CI's trademarks, trade
names, or any other intellectual property rights of
CI, including any imitation or variant thereof as part
of a trademark, trade name, domain or name of a company.
(d) Customer may not assign, or otherwise provide Customer’s
rights under this agreement, to anyone else.
Limitation of liability and remedies
(a) To the extent CI is held legally liable to Customer,
CI's total liability is limited to: payments described
in Sections 8 (i) and 11 (b) above; damages for bodily
injury; direct damages to tangible property up to a
limit of U.S.$100,000; other direct damages for any
claim based on a material breach of any other term of
these CI Terms and Conditions, up to a limit of U.S.$100,000
or the amount paid to CI for the associated Product,
whichever is less.
(b) In no event will CI or its affiliates, subcontractors
or suppliers be liable for any of the following: incidental,
special or consequential damages (including downtime
costs or lost profits, but excluding payments described
in Section 11 above and damages for bodily injury);
damages relating to Customer's procurement of substitute
products or services (i.e., "cost of cover");
or damages for loss of data, or software restoration.
(c) THE REMEDIES IN THESE CI TERMS AND CONDITIONS ARE
CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES.
(a) The Parties hereby agree that they may do business
electronically, including contract formation, order
placement and acceptance. Any orders placed by Customer
and accepted by CI on any CI Website or CI/Customer
extranet site will create fully enforceable obligations
that will be subject to the terms hereof. Such orders
and acceptances will be deemed for all purposes to be:
(1) business records originated and maintained in documentary
(2) a “writing” or “in writing,”
(3) “signed” and
(4) an “original” when printed from electronic
files or records established and maintained in the normal
course of business.
The Parties further agree not to contest the validity
or enforceability of such transactions under the provisions
of any applicable law relating to whether certain agreements
are to be in writing or signed by the Party to be bound
thereby and will be admissible if introduced as evidence
on paper in any judicial, arbitration, mediation, or
administrative proceeding to the same extent and under
the same conditions as other business records originated
and maintained in documentary form. In addition, the
Parties agree that transactions may be conducted through
Electronic Data Interchange or other electronic methods,
as agreed by the Parties. Customer and CI will adopt
commercially reasonable security measures to limit access
to passwords and to limit access to the sites to authorized
persons. Each party will be responsible for any unauthorized
use of the sites or issuance of messages caused by the
failure of its security measures.
(b) CI will not be liable for performance delays or
for non-performance, due to causes beyond its reasonable
(c) If either party becomes insolvent, is unable to
pay its debts when due, files for bankruptcy, is the
subject of involuntary bankruptcy, has a receiver appointed,
or has its assets assigned, the other party may cancel
any unfulfilled obligations.
(d) Customer may not assign any rights or obligations
hereunder without prior written consent from CI.
(e) Customer who exports, re-exports or imports Products,
technology or technical data purchased hereunder, assumes
responsibility for complying with applicable laws and
regulations, and for obtaining required export and import
authorizations. CI may suspend performance if Customer
is in violation of applicable regulations.
(f) Disputes arising in connection with these CI Terms
and Conditions shall be construed and controlled by
the laws of the State of California, and the parties
further consent to exclusive jurisdiction and venue
in the federal courts sitting in Los Angeles County,
California, unless no federal subject matter jurisdiction
exists, in which case the parties consent to the exclusive
jurisdiction and venue in the Superior Court of Los
Angeles County, California.
(g) Provisions herein which by their nature extend
beyond the termination of any sale or license of Products
or Support will remain in effect until fulfilled.
(h) If any term or provision herein is determined to
be illegal or unenforceable, the validity or enforceability
of the remainder of the terms or provisions herein will
remain in full force and effect.
(i) CI does not grant any express or implied right
to Customer to or under any patents, copyrights, trademarks,
or trade secret information. Customer will not register
or maintain any internet domain name which contains
CI’s trademarks in whole or in part, or any other
name which is confusingly similar thereto.
(j) These CI Terms and Conditions and any Exhibits
constitute the entire agreement between CI and Customer,
and supersede any previous communications, representations
or agreements between the parties, whether oral or written,
regarding transactions hereunder. Customer's additional
or different terms and conditions will not apply. Customer's
purchase or license of Products and Support will constitute
Customer's acceptance of these CI Terms and Conditions,
which may not be changed except by an amendment signed
by an authorized representative of each party.
Revised January, 2004
Publication Ref. 9892.9381 EN form B2BTAC 9381.2/V206
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