Master Offer For Sale Terms

Version 12.01.2022

All Products and Services that are offered for sale by Cornelius Systems, Inc. (“CSI”) are offered at the prices indicated in the applicable Proposal or Contract Invoice, or as may be otherwise established by CSI.  CSI’s offer to sell Products or Services, and acceptance of CSI’s offer by a customer (“Customer”) is contingent upon Customer’s agreement to all the applicable terms and conditions set forth in these Master Offer For Sale Terms (“Master Terms”).  Customer’s request to receive any Products or Services as specified on an applicable Proposal or Contract Invoice, on a Customer purchase order or other order document, or an electronic, written or verbal request by Customer to receive Products or Services from CSI, shall constitute Customer’s agreement to these Master Terms.

Part 1.  Offer Terms Control.  The willingness of CSI to offer Products and/or Services for sale, or to accept an order for Products and/or Services from Customer, is subject to Customer’s agreement to these Master Terms.  CSI objects to any different, contrary or additional terms or conditions in Customer’s purchase order or other form of request that may be presented by Customer related to the purchase of Products and/or Services.

Part 2.  Definitions.

Products” means all and each of Equipment, Software and Support.

Equipment” means ATMs, Interactive Teller Machines, kiosks and other terminal devices, cash dispensers, cash recyclers, coin counters, parts and other components of such items.

Software” means computer executable instructions in object code form only that are delivered to Customer by CSI either installed on Equipment or otherwise made available to Customer by CSI for use on or with Equipment.  “Software” additionally includes related documentation, updates, patches, fixes or upgrades that CSI or its suppliers make available to Customer either as a part of Support or otherwise.

Support” means all and each of services provided by CSI associated with installation of Equipment or Software, Customer training activities, and Software support services.

Third Party Software” or “TPS” means software code that is not owned by the manufacturer of Equipment that is sold to Customer by CSI.

Services” means repair and/or maintenance services for Equipment.

Proposal” means a listing of Products and/or Services offered for sale or license by CSI to Customer, and the associated charges, whether on paper or in electronic form, that has been physically or electronically signed or otherwise indicated as agreed to by both CSI and Customer.  

Contract Invoice” means a listing of Equipment for which Services are offered by CSI to Customer, and the associated charges, whether on paper or in electronic form, that has been provided to Customer by CSI.

Part 3.  Applicable Master Terms

  1. The provisions set forth in Parts 1 through 10, 26 and 28 hereof are applicable to and shall exclusively govern the sale and/or license of Products by CSI to Customer.
  2. The provisions set forth in Parts 1 through 3 and 11 through 28 thereof are applicable to and shall exclusively govern the provision of Services by CSI to Customer.

Part 4.  Sales of Products

  1. Products are ordered, and CSI has the obligation to deliver such Products, only when both parties have signed a Proposal form that is presented by CSI to Customer.
  2. CSI agrees to either sign each Proposal that has been signed by Customer, or to advise Customer that the Proposal has not been accepted. If a Proposal is not accepted, CSI will endeavor to indicate to Customer the reasons for nonacceptance within ten (10) business days of CSI’s receipt of the signed Proposal from Customer.

Part 5.  Pricing and Payment

  1. Charges by CSI for Products will be as indicated in the Proposal signed by CSI. Customer acknowledges that quoted Product prices are subject to change until the date that a Proposal has been signed by both parties.
  2. The charges for Products will be invoiced to Customer by CSI in accordance with any payment provisions set forth in the signed Proposal, or if there are no such terms in the Proposal, at the time of delivery to a carrier for shipment to Customer.
  3. Payment by Customer shall be made within thirty (30) days from CSI’s invoice date, provided that CSI has extended credit terms to Customer. CSI reserves the right, in its discretion, to cease extending credit terms to Customer and to require full payment for Products in advance. CSI also has the right to refuse or delay shipments if Customer has failed to pay prior invoices in a timely manner, or to meet CSI’s credit requirements.

Part 6. Shipment and Delivery

  1. All Equipment and Software is delivered to Customer FOB at the shipping point.  Risk of loss associated with Equipment and Software shall pass to Customer upon delivery of the Equipment and Software to a common carrier.  If Equipment and Software that is ordered on a single Proposal is delivered in multiple shipments, each such shipment shall constitute a separate delivery.
  2. Both parties acknowledge and agree that delivery dates for Products set forth in a Proposal are approximate, and neither CSI nor its suppliers shall be liable for delays in delivery or installation of Products.
  3. Customer agrees to promptly report any errors, damages or shortages of Products in any shipment.  Unless notice is given to CSI in writing of any errors, damages or shortages in a shipment within ten (10) days of delivery, Customer waives any claim as a result thereof.

Part 7.  Software

  1. Software Products are licensed and no Software is sold to Customer.  Customer is granted a nonexclusive license to operate the licensed Software only on the Equipment on which the Software is delivered to Customer by CSI, or on Equipment or other devices on which the Software is expressly authorized by CSI to be installed and used.  Customer is also licensed to make a reasonable number of copies of Software, which Software copies may be used only for Customer’s backup and recovery purposes.  No other copying, use or operation of the Software is permitted by Customer.  Software shall at all times be treated and maintained by Customer as the trade secret property of CSI and its suppliers, and Customer agrees not to attempt to modify, reverse engineer or derive source code or other human readable code corresponding to any Software.
  2. Unless otherwise provided in a separate license agreement that is applicable to a particular Software Product that has been licensed by CSI or CSI’s supplier to Customer, Software may be transferred by Customer only to a third-party who purchases the Equipment units on which the Software was installed with the authorization of CSI.  The transfer of the Software to such a third-party purchaser of such Equipment units is also conditioned on the third party purchaser agreeing in writing with CSI to be bound by license terms set forth in this Part 7, and that all Software is transferred “as is and without warranty.”  Customer agrees to defend and indemnify CSI from any losses, liabilities, claims, costs or other consequences that CSI may incur due to Customer’s failure to comply with the requirements in this Subpart 7(b).
  3. Third Party Software which is alternatively referred to herein as TPS, is subject to license terms that are provided with the TPS or that are published by the owner of the TPS, at the time of delivery to Customer.  License terms for TPS may be presented as outputs produced by devices on which the TPS is installed or in materials that are included with the TPS or associated media.  Customer agrees to abide by all TPS license terms, and if requested by CSI, agrees to execute the standard license agreement of any TPS owner.  Notwithstanding any other provision of this Agreement, all TPS is provided by CSI “as is and without warranty.”

Part 8.  Limited Product Warranty

  1. Unless otherwise indicated in a Proposal, Products are warranted by CSI to be free of defects in materials and workmanship for a period of ninety (90) days from the date of delivery to Customer (the “Warranty Period”), and after expiration of the Warranty Period all such Products will be deemed to have been received and accepted by Customer “as is” and without any warranty of any type or nature whatsoever.
  2. Any claims under the warranty must be presented to CSI in writing no later than thirty (30) after the end of the Warranty Period, or such claim will be waived.  Customer agrees that any claims of any type or nature arising out of or in connection with alleged deficiencies in Products that are not presented to CSI by Customer within thirty (30) days after the end of the Warranty Period, are released and permanently waived.
  3. Except as expressly stated in Subpart 8(a), CSI makes no warranties or representations with regard to any Products or the performance thereof, either express or implied, and all other express or implied warranties, including but not limited to implied warranties or conditions of merchantability, fitness for particular purpose, title and noninfringement of intellectual property rights, are expressly disclaimed by CSI and its suppliers to the maximum extent permitted by applicable laws with regard to the Products, as well as with regard to any other goods, services, information or other things that are provided by CSI to Customer.

Part 9. Liability Limitation For Products

  1. CSI at its option, shall either repair, replace or refund the amounts paid by Customer for any Products which fail to satisfy the express warranty set forth in Subpart 8(a) above.  CSI and its suppliers shall have no other liability to Customer of any type or nature, and without limitation, CSI and its suppliers shall have no liability to Customer for indirect, incidental or consequential damages, or for loss of profits, revenue or business opportunity, and the limitations set forth in this Part 9 shall apply to all claims regardless of whether such claims arise under contract, tort, strict liability or other form of action. 
  2. Customer acknowledges and agrees that the prices for Products charged by CSI to Customer are based on CSI’s liability being limited in the manner specified in this Part 9.  Customer further acknowledges that if Customer desires that CSI assume a greater limit of liability than as stated in this Part 9, CSI is willing to consider negotiating such limits in exchange for payment of additional amounts by Customer for the Products.

Part 10.  Termination for Default

  1. In the event that a party is in default of any applicable Master Term, the non-defaulting party may terminate further performance pursuant to the applicable Proposal without liability if thirty (30) days after the defaulting party has received written notice of the default, the default has not been cured.  A party may also immediately terminate further performance pursuant to a Proposal by giving written notice to the other party, if the other party is insolvent, has a receiver appointed for any substantial portion of its assets, or makes an assignment for the benefit of its creditors.
  2. The termination of performance except for a default in accordance with Subpart 10(a), shall not relieve either party of its obligations to comply with its obligations under Proposals that were signed by both parties prior to such expiration.
  3. The provisions in Parts 5, 6, 7, 8, 9, 26, and 28, and Subpart 10(c) shall survive the expiration or termination of any Proposal.

Part 11.  Services for Equipment

  1. For Equipment items to be covered and receive Services, Services for that item of Equipment must be listed as purchased on a Proposal that is signed by both CSI and Customer, or the Services for the item of Equipment must be listed on a Contract Invoice issued to Customer by CSI.  However, if Customer requests Services from CSI for any Equipment not listed in a Proposal or Contract Invoice, the Master Terms indicated as applicable to Services shall also exclusively govern the provision of such Services.
  2. When Services for items of Equipment are described on a Contract Invoice that is presented to Customer by CSI, the receipt by Customer of, or the payment by Customer for, any of the Services described on the Contract Invoice shall constitute Customer’s agreement of these Master Terms.

Part 12.  Types of Services

  1. The Services to be provided for each Equipment unit and the associated amount to be paid to CSI shall be as listed in the applicable Proposal or Contract Invoice; In the event of any conflict or inconsistency between a Proposal or Contract Invoice and the provisions applicable to Services in these Master Terms, the provisions in the Proposal or Contract Invoice will control, except for Parts 15 and 16 hereof, which shall exclusively govern in the event of any conflict with any other provision in any agreement between CSI and Customer for the provision of Services.
  2. When used in these Master Terms or in any Proposal or Contract Invoice the following terms will have the definitions stated below.
    1. Second Line Maintenance” or “SLM” is the preventative maintenance Services and parts that CSI considers reasonably necessary to maintain the Equipment unit in generally good operating order, and the Services and parts necessary to repair malfunctions of the Equipment unit, but excluding Services required to address circumstances listed in Part 18 herein.
    2. First Line Maintenance” or “FLM” are the Services of clearing media jams, replenishment of consumable items other than cash (e.g., receipt paper, ink cartridges, envelopes, deposit slips as applicable), light cleaning of external Equipment surfaces and removal of light debris from the immediate area of the Equipment, but excluding Services required to address circumstances listed in Part18 herein.
    3. Time & Materials” or “T&M” are Services that are not covered under the SLM or FLM coverage that the Customer has in effect at the time the Services are provided.
  3. The provision of Services pursuant to a Proposal or Contract Invoice shall be effective for the duration of the Services as indicated therein, and shall thereafter automatically renew for annual periods of one year each unless terminated by either party giving notice to the other party at least sixty (60) days before the Services would otherwise automatically renew for an additional annual period.

Part 13. Services Fees

  1. The initial annual fee for Services shall be as set forth in the applicable Proposal or Contract Invoice, or with respect to T&M Services, at CSI’s then current rates.  Unless otherwise indicated in a Proposal or Contract Invoice, for annual periods after the initial period, the annual Services fee shall be at CSI’s then current rates.  Upon receipt of Customer’s request CSI will advise Customer of any change in CSI’s current SLM or FLM rates at least ninety (90) days in advance of when the Services would otherwise automatically renew for an additional term.
  2. When Equipment is brought under SLM or FLM Services during a service coverage year, CSI may prorate the annual charge for such Services so that payment for the next succeeding annual Services period for such Equipment is due on the same date as payment for Customer’s other Equipment that is subject to SLM or FLM Services.
  3. In the event that Customer requests Services and Customer has amounts past due for Services fees, Customer shall be deemed to have requested such Services and shall pay for such Services at CSI’s T&M rates.  In such circumstances CSI reserves the right to require payment in advance for the expected charges.

Part 14. Terms of Payment For Services

  1. Unless otherwise explicitly provided in an applicable Proposal or Contract Invoice, Customer shall be invoiced for SLM and FLM Services annually in advance.  All invoices for SLM and FLM Services must be paid prior to the commencement date of the applicable Services period.
  2. All fees for Services performed on a T&M basis shall be due upon receipt of CSI’s invoice.
  3. Customer shall pay amounts due for Services within thirty (30) days of receipt of CSI’s invoice.  In the event Customer fails to pay an invoice by the due date, CSI may, in addition to any other rights and remedies available, suspend Services until Customer has brought its account current.

Part 15.  Limited Services Warranty

  1. For SLM and FLM Services, CSI warrants that the Services will be performed in a professional and workmanlike manner, free of defects in materials or workmanship.
  2. For Services and parts provided on a T&M basis, CSI warrants the Services and parts to be free from defects in materials or workmanship for a period of thirty (30) days from the date the Services are performed, or from the date of installation in the case of parts.  Customer shall notify CSI within ten (10) days of the end of such thirty (30) day period of any failure to satisfy such warranty, and a failure to notify CSI within such period waives any claim by Customer related thereto.
  3. The foregoing express warranties in Subparts 15(a) and 15(b) constitute the only warranties given by CSI for Services and all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for particular purpose, are disclaimed.

Part 16. Liability Limitation For Services

  1. CSI and Customer agree that CSI’s liability for any alleged breach of the warranty in Part 15 or for any defective Services or for any defective parts, goods or other items provided in connection with the performance by CSI of any Services, shall be limited solely and exclusively, at CSI’s option, to re-performance of the Services or refund of the amount paid by Customer to CSI for the Services and parts which are alleged to be defective.
  2. Customer acknowledges and agrees that limiting CSI’s liability exclusively to this remedy set forth in Subpart 16(a) does not cause the agreement pursuant to these Master Terms to fail of its essential purpose or otherwise render such agreement invalid or unenforceable.
  3. The parties hereto acknowledge and agree that the payments made by Customer to CSI for Services are based solely on the value of the Services and goods provided by CSI, and are unrelated to the value of Customer’s property or the property of others, that may be located on Customer’s premises or within Equipment.
  4. The parties further agree that the provision of Services does not guarantee the uninterrupted or continuous operation of the Equipment or of the systems that are operated in conjunction therewith.
  5. Customer and CSI further agree that in no event shall CSI be liable for losses or damage that Customer sustains due to burglary, robbery, theft, illegal activity, fire, flood or other cause, or as a result of loss or compromise of data, systems or facilities, or for the misdispensing or loss of funds, documents, checks, currency or other items of value.  Further the parties agree that except for claims for which CSI has indemnity obligations pursuant to Part 22 hereof, CSI shall not be liable for any incidental, special, indirect or consequential damages of any kind or nature, or for loss of profits, income or business opportunity, whether any such damages or losses arise under contract, tort, strict liability or other form of action, and whether or not CSI has been advised of the possibility of such damages.

Part 17. Termination Of Services

  1. If a party is in default of any of these Master Terms applicable to Services, the other party may terminate performance pursuant to the Master Terms applicable to such Services without liability if the defaulting party has not cured such default thirty (30) days after receipt of a written notice of the default from the non-defaulting party.
  2. The provisions of Parts 12, 15, 16, 18, 19, 20, 22, 26, 27 and 28 and Subparts 14(c), 17(b) and 19(c) shall survive the expiration or termination of any Services or any Proposal or Contract Invoice.

Part 18. Exclusions From Services

  1. SLM and FLM Services do not include:
    1. loading software, backing up software, restoring software or software support;
    2. Services required as a result of abuse, misuse, electrical storms, weather conditions, power failures or fluctuations, glass breakage or damage, failure to follow user maintenance and operating instructions, or the failure or results of failure of any network environment, interconnected equipment, software or data, including but not limited to, wiring, connections, voice or data transmission equipment or facilities;
    3. consumable items including but not limited to, paper, media, printer cartridges or ribbons, light bulbs, customer account cards, envelopes or signage;
    4. Services required due to lockouts or damages caused by public disorder, vandalism, illegal activity, fire, water or other liquids, vermin, burglary, blasting, explosion, mining, earthquake, settling or expansion of doors, walls or foundations, loss of combinations or by imperfect changing of combinations or time-controlled locks;
    5. Services required because of modification, activities of or tampering with Equipment by non-CSI personnel (including without limitations, cash handlers), relocation of Equipment, incompatibility of network or transaction systems, changes to configuration, software or data, installation of additional features, options or functions, major overhauls, or refurbishing of Equipment;
    6. repair or replacement of encrypting PIN pads or currency holding cassettes, unless otherwise specifically indicated in a Proposal or Contract Invoice;
    7. Services for changing of any locks or combinations, or the replacement of locks or keys unless otherwise specifically indicated in a Proposal or Contract Invoice;
    8. Services outside the hours of coverage as set forth in a Proposal or Contract Invoice or waiting time in excess of fifteen (15) minutes (if no hours of coverage are set forth in a Proposal or Contract Invoice, coverage shall be from 8 AM to 5 PM Eastern time exclusive of Saturdays Sundays and federal and state holidays observed in the area where the Equipment is located);
    9. Services required to correct malfunctions resulting from the use of software, media, supplies, and/or consumables not meeting the requirements of the Equipment manufacturer and not furnished by CSI;
    10. Services on devices, components or other items that are no longer supported by the manufacturer thereof;
    11. Services related to setting, changing, securing, inputting, erasing or managing passwords, codes, configuration settings or encryption keys that can be used to access or operate equipment, software, devices or facilities; or
    12. Services associated with having an armed escort to or at Equipment locations which CSI may require at CSI’s option due to risk of physical harm to CSI personnel and/or the need to secure cash or other valuables that is accessible in Equipment during performance or Services.
  2. Services that are excluded from SLM and FLM pursuant to Subpart 18(a) may be performed by CSI and shall be paid for by Customer on a T&M basis.

Part 19.  Service Parts

  1. Unless a Proposal or Contract Invoice indicates that the Services to be provided by CSI includes parts, Customer will pay CSI’s then current price for any parts necessary for the performance of Services on Equipment, subject to a minimum parts charge of $25 on any Services call where the replacement of a part occurs.  The parts used by CSI in the performance of any Services hereunder may be new, rebuilt or certified as reusable.
  2. Title to parts (except for Software included in parts) shall pass to Customer when installed by CSI.  Title to parts that are removed from Equipment and replaced by CSI, at CSI’s option, shall transfer to CSI at the time of removal of such parts.  CSI shall have no obligations related to disposal or destruction of parts removed from Customer’s Equipment in the course of providing Services.
  3. No title to any Software or TPS included in replacement parts shall pass to Customer.  For parts that include Software or TPS, CSI or the owner of the TPS (as applicable) grants to Customer a personal, nontransferable, nonexclusive right to use the Software or TPS in conjunction with the Equipment unit in which the part is installed by CSI.  Customer acknowledges and agrees that Software and TPS are protected by copyright and other laws, and that Customer shall not, transfer, decompile, reverse assemble, reverse engineer or otherwise modify such Software or TPS.  Software for which a separate license charge is normally required by CSI, are licensed to Customer only pursuant to the terms of a separate license agreement.

Part 20. Duties of Customer

Customer agrees to provide a suitable operating environment and network connectivity for all Equipment that is subject to Services and to operate all such Equipment in accordance with the manufacturer’s recommendations.  If any Equipment subject to Services or the software operating thereon, has been furnished to Customer by an entity other than CSI, Customer shall have the responsibility for obtaining and providing CSI with access to any software, features,  documentation, authorizations and/or replacement parts that may be necessary for CSI to access, operate and service the Equipment, and to backup and restore the software that operates thereon, and Customer shall defend and hold CSI harmless from and against any claims that may be made against CSI as a result of CSI performing Services on such Equipment.  Customer shall provide free, clear and safe access to Equipment subject to Services, required network access and interfaces for Equipment operation and a safe and hazard free work area for CSI and its personnel.

Part 21.  Other Services

Customer may from time to time request that CSI provide Services not currently covered by a Proposal or Contract Invoice.  CSI will use reasonable efforts to provide such Services, subject to availability of resources, at CSI’s then current T&M rates.  Any and all such Services shall be subject to the provisions in these Master Terms that are applicable to Services.

Part 22. Indemnity

CSI will indemnify and hold Customer harmless from any judgments obtained by third parties based on claims for bodily injury to such third parties or direct damage to tangible personal property of such third parties, to the extent caused by the deliberate wrongful or negligent acts of CSI, its agents or employees, that occur while CSI employees are performing Services on Equipment at a Customer’s site. 

Part 23. Changes to Equipment

With respect to any Proposal or Contract Invoice that covers Services on Equipment that is installed, de-installed, relocated, altered or serviced by an entity other than CSI, CSI may require as a condition to accepting or continuing such Equipment for Services coverage, that the Customer have CSI inspect the Equipment (on the T&M basis) for damage to assure that all manufacturer recommended changes have been made and that the Equipment is in otherwise in good working order.  Customer shall have CSI perform any required Services recommended by CSI prior to acceptance of the Equipment for Services coverage.  CSI may also require that such Equipment receive Services only on a T&M basis for period of time to assure that such Equipment is in good working order before Services coverage is provided on any other basis.

Part 24. Costs Beyond CSI’s Control

In the event CSI’s costs for any fuel, parts, materials and/or supplies associated with providing Services increases by more than ten percent (10%) from the prices in effect on the date the applicable Proposal or Contract Invoice, as verified by published indexes or public documents that include such costs, the annual fees for Services may be increased by CSI based on the increase in costs.  If at any time CSI is required to obtain any site-specific or other license, permit, certification or authorization to perform the Services for Customer not already held by CSI, or there is a change in an applicable law, ordinance or regulation that materially increases CSI’s cost to perform the Services, then upon giving Customer reasonable notice of such increase in costs or other expenses, Customer shall reimburse CSI or otherwise pay the amount of such increased costs and expenses.

Part 25. Services For Obsolete Equipment

If at any time CSI reasonably determines that Equipment subject to Services is obsolete or not otherwise reasonably capable of being maintained in an operable condition as a result of age, extent of use, unavailability of replacement parts, lack of certification, or other reason or condition, CSI may notify Customer that such Equipment is being removed from coverage.  Upon receipt of such notice, Customer shall either replace the obsolete Equipment with supportable equipment or such Equipment will continue to be subject to Services by CSI which shall be paid for by Customer on a T&M basis.

Part 26.  Taxes

All prices for Products which are set forth in a Proposal, and all prices for Services set forth in a Proposal or Contract Invoice do not include taxes such as sales, use, excise, gross receipts or value added taxes or other fees which may be imposed by any governmental authority.  If any such taxes or fees must be paid by CSI (other than taxes based on CSI’s income or property), or if CSI is liable for the collection of such taxes or fees, then Customer agrees to pay the amount of such tax or fee in addition to the price for the Products and/or Services.  If Customer claims exemption from any such tax or fee, Customer agrees to provide a certificate evidencing such exemption and shall defend and hold CSI harmless against any claim that CSI must pay or collect such taxes or fees, including without limitation, any penalties, interest, legal or other costs that CSI may incur in connection with the claimed exemption.

Part 27.  Changes to Services

Notwithstanding the requirement that the parties’ agreement to the Master Terms may be modified only by a written amendment that is signed by the duly authorized representatives of both parties, in the event of the addition or deletion of Equipment from Services coverage under this Agreement, or other modifications to Equipment subject to Services, CSI may provide a modified Contract Invoice to Customer.  The modified Contract Invoice shall be deemed to be part of this Agreement and legally binding upon Customer if Customer receives any of the Services or makes any payment for the Services listed in the modified Contract Invoice.

Part 28. Miscellaneous Provisions

  1. No Assignment. Customer may not assign any of its rights nor delegate any of its obligations associated with any Proposal or Contract Invoice without the express prior written consent of CSI, and any unauthorized assignment or delegation shall be void.
  2. Governing Law. The agreement of the parties and all activities related to Products and Services shall be governed and construed in accordance with the laws of the State of Michigan without regard to the conflict of laws provisions thereof.  Any disputes arising from or related to the Agreement between parties or any Products or Services shall be resolved in courts located in Oakland County, Michigan, and both parties consent to personal jurisdiction and waive any objection as to venue in such courts.
  3. Notices. Any notices that are given to a party by the other party related to Products or Services shall be delivered in writing by overnight courier, certified mail or other form of delivery which provides evidence of the delivery thereof.  All notices are effective upon receipt.  A party may change its address for giving notices by delivering a notice to the other party in accordance with this Subpart 28(c).  Notices to Customer will be delivered at the address indicated on the applicable Proposal or Contract Invoice, and notices to CSI shall be delivered to, Cornelius Systems, Inc., 1302 Anderson Road, Clawson, MI 48017.
  4. Force Majeure. CSI will not be liable for the inability to provide, or for any delay in providing, any Products or Services, that is caused in whole or in part by fire, flood, earthquakes, natural disasters, labor disturbances, riots, insurrections, acts of any governmental entity, acts of criminals, delays in transportation, delays in procuring materials from third parties, unavailability of items, fuel or supplies, or any other cause beyond the reasonable control of CSI. In the event of such occurrence, CSI’s time for performance will be extended until the circumstances delaying such performance end, or canceled if in CSI’s reasonable judgment CSI’s performance has been rendered commercially not feasible.
  5. Electronic Signatures. The parties agree that a signature of a party that is applied to a copy of a Proposal or other document for the provision by CSI of Products or Services that is sent by email or facsimile transmission to the other party, shall be effective to legally bind such party to these Master Terms.  The parties also agree that a printed or typewritten name of a party’s authorized representative between forward slashes (e.g., /John Doe/) applied to a Proposal shall be a legally effective electronic signature of the representative and the party which shall be legally binding.  The parties further agree that an electronic reproduction that has had the cursive, electronic or facsimile signature of the party applied thereto, shall be given the same legal effect as a written document that has been signed by such party.
  6. Entire Agreement. These Master Terms and the Proposals that have been signed by both parties hereto, and the Contract Invoices which have become binding on Customer pursuant to these Master Terms, state the entire agreement between CSI and Customer concerning the subject matter hereof, and there are no other agreements, either oral or written concerning such subject matter.  The agreement of the parties, including without limitation these Master Terms, and signed Proposals and binding Contract Invoices (except as provided in Part 27) may only be amended or modified by a written amendment that expressly indicates that it modifies these Master Terms and that is signed by the duly authorized representative of both parties.