Corporate Sales Terms & Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THESE TERMS AND CONDITIONS (“TERMS”) MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THE SITE OR PURCHASE FROM CUBEGUARD. BY PURCHASING PRODUCTS FROM CUBEGUARD AS A RESELLER OR THROUGH ANY OTHER DIRECT RELATIONSHIP, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU MUST HAVE A SIGNED AGREEMENT INDICATING OTHERWISE BEFORE YOU PLACE AN ORDER WITH US.


Customer Submissions and Custom Product Orders

By processing and submitting your order to CubeGuard, you (i) represent and warrant to CubeGuard, its officers, directors, employees, agents, successors, subsidiaries, agents, distributors, affiliates and third parties producing or delivering products (collectively, the “CubeGuard Parties”), that you own and possess all rights or own sufficient rights and consents of third parties necessary for CubeGuard and its providers to copy, produce, publish, print or imprint each and every posting, message, image, and portion thereof you submit (“Customer Submission”); and (ii) you agree and covenant that at CubeGuard’s request, and without further consideration, you will promptly provide CubeGuard with reasonable evidence of such adequate and enforceable rights of third parties (i.e. consents, approvals, licenses or sublicenses). You shall be solely responsible for your own Customer Submissions and the consequences of submitting them for custom production. You retain all of your ownership rights in your Customer Submissions. You understand that CubeGuard does not guarantee any confidentiality with respect to any Customer Submission. CubeGuard expressly disclaims any and all liability in connection with Customer Submissions. CubeGuard reserves the right to refuse custom message orders provided by you and/or Customer Submissions in its sole discretion and without prior notice and without liability to you.

Due to variances and/or limitations in the printing process and banner material, we do not guarantee exact color matches of artwork on our custom banner prints. However, we do provide close PMS matching as a standard service for custom logo imprints on our message cartridges, and exact PMS matching for logo imprints is available as a premium offering.


Product Purchases and Returns

All items purchased through CubeGuard are purchased under a shipment contract where risk of loss and title pass to you upon delivery to the carrier for shipment.  We typically charge your credit card only if we are able to fulfill your order within 24 hours of order receipt.  We reserve the right to ship and charge for partial orders, but partial shipments will not result in increased shipping charges to you.  CubeGuard endeavors to process and ship orders within 2 business days (Monday – Friday, excluding U.S. holidays) for in-stock items; however, CubeGuard does not guarantee shipping times, especially during peak periods such as holidays, or for custom order product.

Unless otherwise specified on our Sales Quotes or Order Forms:
If you desire to return a product purchased from CubeGuard, please contact us at: orders @ cubeguard . com. If your return request is approved, we will provide you with a Return Merchandise Authorization (RMA) Number, along with details on the return or exchange process, as soon as possible. Unless there is a product defect or problem with your order, you will be responsible for any shipping charges associated with sending the return back to us. All returns must be made within 14 days of receiving your order. We do not accept returns or exchanges after the 14 day period.

For standard product (non-custom), we will promptly issue replacements, refunds or credits for defective product, or for our order errors, but  we will not accept returns  for order, typing or design errors submitted by customers. For non-defective standard product returns, all returned items must be in the same condition in which you received them and with original packaging.

For custom product, we will not accept any returns unless there is a product defect or error in the order for which CubeGuard is responsible.

If you fail to comply with our return policy requirements, you are not entitled to any refund or replacement and items returned by you that do not comply with those requirements may be discarded by CubeGuard without liability to you.


Late Payment

If payment is not received by the due date, a late charge will be added at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per year) or the maximum legal rate, whichever is less, to unpaid invoices from the due date thereof.


Legal Matters

a.         Governing Law. These Terms shall be governed by and interpreted in accordance with the laws of the State of California exclusively, as such laws apply to contracts between California residents performed entirely within California. You agree that conflicts of laws principles of such laws and the United Nations Convention on Contracts for the International Sale of Goods (1980) and its successors are excluded in their entirety from application to these Terms. The parties consent to the exclusive jurisdiction of and venue in the federal and/or state courts located in Santa Clara County, California, for all claims arising out of or relating to these Terms or the relationship between the parties.

b.         Warranty Disclaimer.  THE PRODUCTS AND MERCHANDISE PURCHASED BY YOU ARE PROVIDED "AS IS" AND "AS AVAILABLE" BASIS WITH NO WARRANTIES WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUBEGUARD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUBEGUARD DOES NOT WARRANT THAT: (I) THE USE OR QUALITY OF THE CUBEGUARD PRODUCTS WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS; (II) THE RESULTS OBTAINED FROM USE OF THE CUBEGUARD PRODUCTS WILL BE ACCURATE OR RELIABLE; (III) ANY MERCHANDISE OR PRODUCT OBTAINED THROUGH THIS ORDER FORM WILL BE FREE FROM DEFECT OR ERROR; OR (IV) ANY ERRORS IN THE CUBEGUARD PRICE LIST OR THE PRODUCTS BE CORRECTED TO YOUR SATISFACTION. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE CUBEGUARD PRODUCTS REMAINS WITH YOU.

c.         Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CUBEGUARD OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO ANY PURCHASES MADE BY YOU THROUGH CUBEGUARD, UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF CUBEGUARD OR ANY SUPPLIER, AND EVEN IF CUBEGUARD OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

d.         Indemnification.  You agree to indemnify, defend and hold CubeGuard and its officers, directors, employees, agents, licensors, and suppliers harmless from and against all claims, liabilities, losses, expenses, damages, and costs, including but not limited to reasonable attorneys’ fees, resulting from (i) an violation or breach of these Terms by you, (ii) any activity related to access to of use of your account (including but not limited to negligent or wrongful conduct) by you or any other person accessing or using your account, or (iii) CubeGuard’s authorized use of data or Customer Submissions provided by you or data obtained by CubeGuard as authorized by you under these Terms.

e.         General.  Neither these Terms nor any rights or obligations of you hereunder may be assigned by you in whole or in part without the prior written approval of CubeGuard. Any assignment in derogation of the foregoing shall be null and void. If any part of these Terms is for any reason found to be invalid, illegal or unenforceable, all other parts nevertheless remain valid, legal and enforceable. In lieu of the unenforceable provision, the parties agree that the court should attempt effect as much as possible the economic, legal and business objectives as were intended by the unenforceable provision. CubeGuard shall not be liable for any delay in the performance hereunder due to causes beyond its control, including but not limited to an act of God, war or natural disaster. These Terms set forth the entire understanding and complete and exclusive statement of the agreement between CubeGuard and you and they supersede any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of these Terms. You have no third party beneficiaries to these Terms. Notwithstanding any law, rule or regulation to the contrary, you agree that any claim or cause of action you may have arising out of these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. Following the requirements of 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections are commercially available that may assist you in limiting access to material that is harmful to minors. For more information on how to obtain such protections see GetNetWise (http://kids.getnetwise.org/) and OnGuard Online (http://onguardonline.gov/). CubeGuard does not endorse any particular provider or service that enables parental controls. As required under California Civil Code Section 1789.3, CubeGuard provides you with the following specific consumer rights notice regarding: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted by mail at 1625 North Market Blvd., Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

 

© 2010 CubeGuard, Inc.

Last updated March 26, 2010