These terms and conditions are incorporated into the purchase order (“order”) being entered into by customer (“Customer”) to purchase goods and/or services from Carrier Enterprise, LLC (“CE”) in such order. Subject to the terms and conditions stated herein, CE agrees to sell to Customer, and Customer agrees to purchase from CE, the goods and/or services described in the order. No order is binding upon CE unless accepted in writing by CE in its sole discretion. CE reserves the right, at its sole discretion, to refuse any order. All orders are subject to credit acceptance. The order and these terms and conditions shall constitute the complete and exclusive statement of the contract between the parties (“Agreement”). Any terms proposed by the Customer which add to, vary from or conflict with the terms herein are hereby objected to by CE. CE rejects all terms of any order issued except those relating to identification of products, price, and quantity. Product purchased and sold to Customer, unless otherwise agreed to in writing by CE, shall be CE’s standard products as specified in CE’s quotation or acknowledgement.
The price for the goods or services shall be the price as shown on the order. Quoted prices are good for thirty (30) days unless otherwise stated in writing by CE.
CE’s prices are exclusive of all taxes, VAT, duties, other governmental charges, and any other taxes, freight or insurance.
All shipments shall be F.O.B. CE's shipping point. Customer is responsible for all freight and insurance unless otherwise provided in a purchase order accepted in writing by CE. Shipping dates quoted by CE are approximate. CE does not guarantee a particular date for shipment or delivery. CE reserves the right to make partial shipments. Any claims for shortages or damages suffered in transit are the responsibility of Customer and shall be submitted by Customer directly to the carrier. Shortages and/or damages must be acknowledged and signed for at the time of delivery. If products are held by CE for Customer at Customer’s request or due to Customer’s failure to supply shipping instructions, CE may invoice Customer for storage and handling costs. Product held for Customer by CE, for whatever reason, is held at Customer’s risk and Customer shall reimburse CE for any insurance, storage or other costs incurred by CE.
Payment shall be due net 10 unless otherwise stated on an invoice issued by CE. CE reserves the right to require cash payment or other alternative method of payment prior to completion of work if CE determines, in its sole discretion, that Customer’s financial condition at any time does not justify continuance of the net 10 payment terms. Any payment not made when due shall be subject to an interest charges at the maximum rate permitted by law. Partial shipments of product are payable as they occur in accordance with these terms.
Neither party shall be deemed to be in default on account of delays in the delivery of goods or in the performance of services (other than the payment of money) to the extent it is beyond such party’s control and not occasioned by such party’s fault or negligence, including, but not limited to, natural disasters, acts of government, power failure, fire, flood, acts of God, labor disputes, riots, acts of war or terrorism, epidemics, or material and transportation shortages.
CE does not warrant products not manufactured by CE, but it does pass on to Customer any available manufacturer’s warranty for those products. Any products provided by CE are “AS-IS” and except as may be provided in an express warranty by CE, neither CE, its affiliates, subsidiaries nor its or their suppliers make any warranties, express or implied, including any implied warranties of merchantability and fitness for a particular purposes. CE and its affiliates, subsidiaries and its and their suppliers expressly disclaim all warranties not stated in an express written warranty provided to Customer, if any. CE shall not be responsible for any costs associated with any Customer warranty remedies, including without limitation labor charges for removal or reinstallation of defective parts, for charges for transportation, handling and shipping or refrigerant loss. CE shall have no liability for parts or service required as a consequence of faulty installation, misapplication, abuse, improper servicing, unauthorized alteration or improper operation by persons other than CE. Customer acknowledges that any technical advice furnished by CE with respect to the design, location use or other aspect of the products is given without charge and CE assumes no obligation or liability to Customer for the advice given or results obtained, and all such advice is given by CE and accepted by Customer at Customer’s risk. Customer is responsible for obtaining any and all permits and licenses necessary in connection with the installation and/or use of any products. CE makes no representation or warranty regarding compliance with local codes or otherwise. If Customer is not the ultimate end user or owner of the products and/or services in the order, CE does not accept and will not be held liable for any flow down requirements from the ultimate user or owner or any higher tier contractor unless specifically agreed to in writing.
UNDER NO CIRCUMSTANCES SHALL CE BE HELD LIABLE FOR ANY INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR PROFIT, LOSS OF USE OF EQUIPMENT OR FACILITIES, OR ECONOMIC DAMAGES, WHETHER BASED ON STRICT LIABILITY OR OTHERWISE, WHETHER ANY CLAIM IS BASED UPON THEORIES OF INFRINGEMENT, WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHERWISE, EVEN IF CE HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES. CE shall only be liable for damage to property, other than the equipment provided under this Agreement, and/or injury or death of persons, to the extent that CE’s grossly negligent acts or omissions directly and solely caused such injury, death or property damage. CE’s maximum liability for any reason shall consist of the refunding of all moneys paid by Customer to CE under this Agreement.
Customer may not change or cancel any purchase order without CE’s consent, and upon any such change or cancellation Customer shall pay CE for all incurred direct and indirect costs including overhead and a reasonable profit. If any portion of an order for special order or configured products is canceled after order release, Customer is subject to a cancellation charge up to 100%. All sales of non-stock items are final, and returns will not be allowed.
No right or interest in this Agreement shall be assigned by Customer without CE's prior written consent. Any attempted assignment or delegation shall be wholly void and totally ineffective for all purposes. The assignor shall remain liable for performance notwithstanding the approval of an assignment.
In connection with this Agreement CE may elect to install, attach to Customer equipment, or provide portable devices (hardware and/or software) that shall remain the personal proprietary property of CE. No devices installed, attached to real property or portable device(s) shall become a fixture of the Customer locations. Customer shall not acquire any interest, title or equity in any hardware, software, processes, and other intellectual or proprietary rights to devices that are used in connection with providing service on Customer equipment. All intellectual property rights shall remain CE’s property. CE shall have free access to enter Customer locations to disconnect and remove any CE personal proprietary property or devices as well as remove any and all CE owned parts, tools and personal property.
All inventions, patents, copyrights, trade secrets, know-how or other industrial or intellectual property relating to any products or services shall be and remain the property of CE. Any improvements, materials, notes, records, drawings, designs, inventions, developments or other intellectual property which is patentable, copyrightable or otherwise protectable anywhere in the world which is conceived, made, discovered, prepared or developed in connection with or in furtherance of the provision of goods or performance of services or otherwise pursuant to this Agreement are and shall be the sole property of CE or its affiliates. CE’s prints, drawings or written specification (and the technology depicted) which are furnished to Customer in connection with this Agreement are the property of CE, and CE retains all patent, copyright and other rights, including; without limitation, exclusive rights of use, license, or sale. Customer’s possession of such prints, drawings or specifications does not grant Customer any rights or license, express or implied therein and Customer shall, upon CE’s request, immediately return all originals and copies of such items to CE.
Customer is wholly responsible for the removal and proper disposal of waste oil, refrigerant and any other material generated in connection with this Agreement.
Any suits by Customer arising from the performance or non-performance by CE under this Agreement, whether based upon contract, negligence, strict liability or otherwise, shall be brought within one (1) year from the date the claim arose or be deemed waived.
Customer will not export or re-export any of goods or services in violation of applicable U.S. laws.
CE offers standard commercial items that may not comply with Government specifications. CE does not comply with the Cost Accounting Standards (CAS) or with the Federal Acquisition Regulations (FAR). In no event shall CE provide any Cost or Pricing Data in connection with this Agreement or subsequent modifications.
THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED ACCORDING TO THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ITS “CHOICE OF LAW” OR “CONFLICT OF LAW” RULES.
If any provision of the Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of the Agreement shall remain in full force and effect.
Except as otherwise provided in these terms and conditions, no amendment to this Agreement shall be made without the express written consent of both Customer and CE. Any waiver under this Agreement must be in writing and signed by the party being charged with such waiver. The failure of a party to enforce any provision of this Agreement promptly shall not be construed as a waiver of such provision or of the right of such party to enforce such provision at a later time. Waiver of any breach shall not constitute waiver of any other or future breach of the same of any other provision.
In the event of any conflict between these terms and conditions and any terms of the order, these terms and conditions shall control.
Unless otherwise agreed by CE and Customer in writing, there is excluded from this Agreement (including any amendments or changes thereto) the application of the United Nations Convention on Contracts for the International Sales of Goods.
As a material condition of the Agreement, in the event of any litigation between the parties, each party hereby waives all right to a trial by jury.
Last revision November 2014
The below Sweepstakes is sponsored by Carrier Enterprise, LLC, 14 Industrial Park Place, Middletown CT 06457 (the "Sponsor") and administered by Carrier Enterprise, LLC, 14 Industrial Park Place, Middletown CT 06457 (the "Administrator").
NOTE: CE, Carrier Enterprise, LLC, and the sweepstakes described herein are not affiliated with Apple; all offers granted to customers of Carrier Enterprise, LLC are independent of those between Apple and its customers.
ELIGIBILITY: The Chillin & Grillin Giveaway (the "Promotion" or "Sweepstakes" or "Giveaway") is open only to legal residents of the fifty (50) United States (including the District of Columbia), who are at least eighteen (18) years of age at the time of entry (the “Entrants”). Employees, officers and representatives of the Sponsor, the Administrator, and their respective affiliated companies, as well as the immediate family (spouse, parents, siblings, and children) and household members of each such employee (collectively, the “Promotion Entities”), are not eligible. Subject to all federal, state, municipal, provincial, territorial, and local laws and regulations. Void in Puerto Rico, Canada, outside the US, and wherever else prohibited by law or restricted. Entrants must have an account in good standing at CE in order to enter or receive a prize. Prizes will be awarded to the CE account administrator. Limit one prize per account per Promotion.
AGREEMENT TO OFFICIAL RULES: By participating in the Promotion, Entrants agree to abide by and be bound by these Official Rules and the decisions of the Sponsor, which are final and binding in all matters relating to the Sweepstakes. Winning a prize is contingent upon fulfilling all requirements set forth herein.
TWO WAYS TO ENTER: Entrants may enter for a chance to win a prize anytime during the calendar month of April, 2018 ("Promotion Period 1") or May, 2018 ("Promotion Period 2"), but no later than the official end date of 11:59 PM, Eastern Time (“ET”) on May 31st, 2018 (the "Promotion Period"). The Sponsor’s database computer is the official time-keeping device for the Sweepstakes. Eligible Entrants can enter the Sweepstakes through either of the two (2) following methods of entry:
Purchase from Sponsor: Complete a purchase of Carrier or Bryant ductless equipment (outdoor or indoor unit) from Carrier Enterprise. A completed purchase is defined by remitting payment in full. Each time you complete a purchase of one (1) piece of ductless equipment (outdoor or indoor unit), you will automatically receive one (1) entry into the Promotion.
Alternate Method of Entry (AMOE): To enter by mail, during the Promotion Period, send a 3"x5" piece of paper including your name, address (P.O. Boxes not permitted), day/evening phone number, email address, and date of birth, and mail it, in a business size #10 envelope (including proper postage) to: CE Chillin and Grillin Giveaway, 14 Industrial Park Place, Middletown CT 06457. All mailed entries must be handwritten, complete, legible, postmarked by May 31st, 2018 and received by June 7, 2018. Limit: One (1) entry per envelope. All entries become the exclusive property of Sponsor, and none will be acknowledged or returned. Proof of sending will not be deemed to be proof of receipt by Sponsor. Sponsor is not responsible for lost, late, incomplete, invalid, unintelligible, illegible, misdirected or postage-due mailed entries, which will be disqualified.
GENERAL CONDITIONS: If for any reason the operation or administration of this Sweepstakes is impaired or incapable of running as planned for any reason, including but not limited to (a) infection by computer virus, bugs, (b) tampering, unauthorized intervention, (c) fraud, (d) technical failures, or (e) any other causes beyond the control of the Sponsor which corrupt or affect the administration, security, fairness, integrity or proper conduct of this Sweepstakes, the Sponsor reserves the right at its sole discretion, to disqualify any individual who tampers with the entry process, and to cancel, terminate, modify or suspend the Sweepstakes in whole or in part, at any time, without notice and award a Prize using all non-suspect eligible entries received as of, or after (if applicable) this cancellation, termination, modification or suspension date, or in any manner that is fair and equitable and best conforms to the spirit of these Official Rules. Sponsor reserves the right, at its sole discretion, to disqualify any individual deemed to be (a) tampering or attempting to tamper with the entry process or the operation of the Sweepstakes or Sponsor’s Website; or (b) acting in violation of these Official Rules or in an unsportsmanlike or disruptive manner. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, THE SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES OR OTHER REMEDIES FROM ANY SUCH PERSON(S) RESPONSIBLE FOR THE ATTEMPT TO THE FULLEST EXTENT PERMITTED BY LAW. Failure by the Sponsor to enforce any provision of these Official Rules shall not constitute a waiver of that provision. In the event of a dispute as to the identity of a winner based on an email address, the winning entry will be declared by the authorized account holder of the email address submitted at time of entry. "Authorized account holder" is defined as the natural person who is assigned to an email address by an Internet access provider, online service provider or other organization (e.g., business, educational, institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address.
RELEASE AND LIMITATIONS OF LIABILITY: By participating in the Sweepstakes, Entrants agree to release and hold harmless the Sponsor, the Administrator, their respective parents, employees, officers, directors, subsidiaries, affiliates, distributors, sales representatives, advertising and promotional agencies (collectively, the “Released Parties”) from and against any claim or cause of action arising out of participation in the Sweepstakes or receipt or use of any prize, including, but not limited to: (a) any technical errors that may prevent an Entrant from submitting an entry; (b) unauthorized human intervention in the Sweepstakes; (c) printing errors; (d) lost, late, postage-due, misdirected, or undeliverable mail; (e) errors in the administration of the Sweepstakes or the processing of entries; or (f) injury, death, or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from Entrant’s participation in the Sweepstakes or receipt of any prize. Released Parties assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, entries. Released Parties are not responsible for any problems or technical malfunction of any telephone network or telephone lines, computer on-line systems, servers, or providers, computer equipment, software, failure of any email or entry to be received by Sponsor on account of technical problems, human error or traffic congestion on the Internet or at any Website, or any combination thereof, including any injury or damage to participant's or any other person's computer relating to or resulting from participation in this Sweepstakes or downloading any materials in this Sweepstakes. Entrant further agrees that in any cause of action, the Released Parties’ liability will be limited to the cost of entering and participating in the Sweepstakes, and in no event shall the Released Parties be liable for attorney’s fees. Entrant waives the right to claim any damages whatsoever, including, but not limited to, punitive, consequential, direct, or indirect damages.
DRAWING AND NOTIFICATION: Promotion Period 1 - Potential Prize Winners will be selected in eight (8) random drawings from among eligible entries received according to CE account region membership (one per region). Entries received via the alternative method of entry will be added to eligible entries according to origin of entry. Administrator decisions are final and binding. The Prize drawing will be conducted on or about May 15, 2018. Promotion Period 2 - Potential Prize Winners will be selected in eight (8) random drawings from among eligible entries received according to CE account region membership (one per region). Entries received via the alternative method of entry will be added to eligible entries according to origin of entry. Administrator decisions are final and binding. The Prize drawing will be conducted on or about June 15, 2018. Odds of winning will depend on the total number of eligible entries received throughout the Promotion Period. The Prize Winner will be contacted by telephone, email, and/or USPS mail.
PRIZES & PRIZE CONDITIONS: There will be eight (8) Grand Prizes awarded following the conclusion of Promotion Period 1. The Grand Prize Winner, upon confirmation of eligibility, will be granted a Yeti Tundra 125 Cooler (Approximate retail value (“ARV”): $550 U.S. Dollars. There will be eight (8) Grand Prizes awarded following the conclusion of Promotion Period 2. The Grand Prize Winner, upon confirmation of eligibility, will be granted a Large Big Green Egg Grill (Approximate retail value (“ARV”): $1000 U.S. Dollars. The Sponsor reserves the right to substitute the prize or prize component with another of comparable or greater value. Winner is responsible for all taxes and fees associated with prize receipt and/or use.
For All Prizes: No cash equivalent and all prizes are non-transferable and no substitution will be made except as provided herein at the Sponsor’s sole discretion. Sponsor reserves the right to substitute a prize for one of equal or greater value if the designated prize should become unavailable for any reason.
By accepting a Prize, the Prize Winner agrees to release and hold harmless the Sponsor, Promotion Entities, each of their related companies, and each of their respective officers, directors, employees, shareholders, and agents from and against any claim or cause of action arising out of participation in the Promotion or receipt or use of the prize in question. The potential Prize Winner will be notified by home-delivered mail, phone, or email. The Prize Winner will be responsible for all local, state, and federal taxes associated with the receipt of the prize. The Prize Winner must note that the value of the accepted prize is taxable as income and an IRS Form 1099 will be filed in the name of the Winner for the value of the prize (applicable to US Winner only). The Winner is solely responsible for all matters relating to the prize after it is awarded.
If a prize or prize notification is returned as unclaimed or undeliverable to the potential winner, if potential Winner cannot be reached via phone within three (3) business days from the first notification attempt, then such person shall be disqualified and, at Sponsor’s sole discretion, an alternate winner may be selected.
By accepting a Prize, where permitted by law, the Prize Winner grants to the Released Parties and those acting pursuant to the authority of Sponsor and the Released Parties (which grant will be confirmed in writing upon Sponsor’s request), the right to print, publish, broadcast and use worldwide IN ALL MEDIA without limitation at any time the Prize Winner’s full name, portrait, picture, voice, likeness and/or biographical information for advertising, trade and promotional purposes without further payment or additional consideration, and without review, approval or notification. IN NO EVENT WILL RELEASED PARTIES BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND (INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES) ARISING OUT OF PARTICIPATION IN THIS CONTEST OR THE ACCEPTANCE, POSSESSION, USE, OR MISUSE OF, OR ANY HARM RESULTING FROM THE ACCEPTANCE, POSSESSION, USE OR MISUSE OF THE PRIZES. By participating, Entrants release and agree to hold harmless the Released Parties from any and all liability for any injuries, death or losses or damages to persons or property AS WELL AS CLAIMS/ACTIONS BASED ON PUBLICITY RIGHTS, DEFAMATION, AND/OR INVASION OF PRIVACY that may arise from participating in this Contest or its related activities or the acceptance, possession, use or misuse of, or any harm resulting from the acceptance, possession, use or misuse of the Prize. The Prize Winner also acknowledges that Released Parties have neither made nor are in any manner responsible or liable for any warranty, representation or guarantee, express or implied, in fact or in law, relative to the Prize.
DISPUTES: By entering the Sweepstakes, Entrants agree that 1.) Any and all disputes, claims, and causes of action arising out of or connected with the Sweepstakes, or any prizes awarded, shall be resolved individually, without resort to any form of class action; 2.) Any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering the Sweepstakes but in no event attorneys' fees; and 3.) Under no circumstances will any Entrant be permitted to obtain any award for, and Entrant hereby waives all rights to claim punitive, incidental or consequential damages and any and all rights to have damages multiplied or otherwise increased and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, shall be governed by, and construed in accordance with the laws of the state of Connecticut without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than the state of Connecticut. The invalidity or unenforceability of any provision of these Official Rules shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Official Rules shall otherwise remain in effect and be construed in accordance with their terms as if the invalid or illegal provision were not contained herein. The value of the prizes set forth above represents Sponsor’s good faith determinations of the ARV thereof and such determinations are final and binding and cannot be appealed.
WINNERS LIST REQUEST: To request confirmation of the name, city, and state of residence of the Prize Winners, please send a self-addressed, stamped business size envelope, by June 10, 2018, to: CE Chillin & Grillin Giveaway Winners Request, 14 Industrial Park Place, Middletown CT 06457.
Carrier Enterprise, LLC is not affiliated with Apple, Inc. All Apple product names are trademarks or registered trademarks of Apple, Inc.