• Once a quote has been confirmed by Us, then the prices in the quote will be confirmed as the final agreed price. A quote is confirmed as 'final' as soon as both parties agree with the final price after any last changes requested by You. 
• In the event that products in the Quote are subjected to any price and supply fluctuations that are outside of Our control, CTS reserves the right to update the price and product in the Quote accordingly. If a product has undergone a price drop or a price increase, the Quote will then be adjusted accordingly. If there is a product that is no longer available, the product will then be replaced or substituted based on Your request and is subject to Your final approval. 
• Prices on non-stocked products are subjected to Price and stock fluctuations and can only be confirmed once the Quote is turned into an Order. While CTS attempt to honor every price quoted, if there is a price increase that is beyond our control, CTS reserve the right to increase the price as necessary. 
• Acceptance and Orders: An Order has no effect unless or until it is accepted by You in writing and, until CTS has received from You payment in clear funds for the Order and any related freight, delivery, and (where applicable) in-transit insurance costs in clear funds. 
• No obligation to deliver: CTS is not obliged to deliver any Order until CTS have received payment in clear funds from You for the Order, any related freight, delivery and (where applicable) in-transit insurance costs or where CTS are unwilling or unable to complete the Order for any reason provided it refunds any payment made by You in respect of the Order. 
• Credit checks: For the purposes of ascertaining the credit standing or history of a prospective customer to whom CTS is considering extending credit or payment terms, You hereby consent to Us undertaking a credit reference check with respect to You. 
• Cancellation of Orders: You will not cancel an Order unless CTS agree to do so in writing in Our absolute discretion. You acknowledge that, amongst other things, CTS cannot cancel an Order once the manufacturer or supplier has dispatched the relevant Goods and that such dispatch often occurs the same day as the Order is placed by Us. 
• Rates exclude Tax: All rates and amounts charged or quoted for Goods and/or Services by Us are exclusive of Tax and any other applicable taxes or government charges (unless otherwise stated in writing by Us). 
• Return/Cancellation Fee: Where CTS arranges a return or refund on behalf of You, or where an Order is canceled by You after acceptance by Us, CTS may charge You a Return/Cancellation fee to cover the administration costs to Us in processing the return or refund, or in processing the Order, the cancellation and any refund. CTS may deduct the Return/Cancellation fee from out of any monies otherwise due to be refunded to You by Us. 
• Delivery liability: CTS will use all reasonable attempts to dispatch Goods by the due date, but do not accept any liability for non-delivery or failure to deliver on time where this is caused by circumstances beyond the reasonable control of Ours, including, for example, due to failures in supply to Us or delays caused by third parties, such as delivery companies or manufacturers. 
• Availability to accept delivery: You must be available to accept the Goods at Your nominated delivery address during Business Hours unless otherwise arranged. 
• For the purpose of this Agreement, 5x8 refers to five days a week (Monday through Friday, excluding national holidays) and 9 hours during the day (8:00 a.m. through 5:00 p.m.). 7x24 refers to seven days a week, 24 hours a day, including national holidays. 
• This Agreement shall be binding upon and inure to the benefit of the legal representative, successors and assigns of CTS and the Customer. There are no verbal understandings changing or modifying any of the terms of this Agreement. The parties mutually stipulate that any action for breach of or upon a matter arising out of this Agreement must be commenced within one year after the cause of action accrues or it is forever barred. 
• Charges and warranties specified in this Agreement pertain to this Agreement exclusively and should not in any way be associated with any other service contracted by Customer and rendered by CTS. 
• In the event, Customer fails to pay amounts due pursuant to this Agreement or otherwise fails to perform its obligations hereunder, CTS may, in addition to any other remedies CTS may: (1) refuse to continue services or (2) furnish services only on a prepaid basis at CTS's then-current hourly rates. 
• The failure of Subscriber to make any payment hereunder upon its due date or the failure by either party duty to perform any of its obligations hereunder shall constitute default hereunder without any written notice of such default being required. The waiver of any default or defaults shall not constitute waiver of any subsequent default or defaults. If any CTS invoice is not paid within ninety (90) days from the date of issuance, this Agreement will be canceled and terminated, and the annual service fee will be prorated from the Agreement renewal date or any work performed in the renewal period CTS be billed at the then-current prices and rates for services rendered, whichever is the greater sum. 
• In the event, Customer fails to pay amounts due pursuant to this Agreement or otherwise fails to perform its obligations hereunder, CTS may, in addition to any other remedies CTS may: (1) refuse to continue services or (2) furnish services only on a prepaid basis at CTS's then-current hourly rates. 
• Customer will provide CTS with full and free access to the Equipment and a safe place in which to perform such service and a telephone with which CTS personnel may contact branch offices or other offices to obtain further advice and assistance. If persons other than CTS personnel repair, modify, or perform any service on any item of equipment covered by this Agreement and as a result thereof, any service by CTS is required to restore the Equipment to good operating condition, such service will be performed at the applicable CTS per call rates and terms then in effect. 

CTS OBLIGATIONS UNDER THIS AGREEMENT ARE IN LIEU OF ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL CTS BE LIABLE FOR ANY SPECIAL INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, SAVINGS, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SERVICES PERFORMED OR PARTS SUPPLIED HEREUNDER OR ANY BREACH HEREOF OR FOR ANY DAMAGES CAUSED BY DELAY IN FURNISHING SERVICES UNDER THIS AGREEMENT EVEN IF CTSHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CTS's LIABILITY TO THE CUSTOMER FOR DAMAGES FROM ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES UP TOTHE GREATER OF $500.00 OR 1 MONTH OF SERVICE CHARGES FOR THE SPECIFIC UNIT OF EQUIPMENT UNDER THIS AGREEMENT THAT CAUSED THE DAMAGES OR THAT ARE THE SUBJECT MATTER OR AREDIRECTLY RELATED TO THE CAUSE OF ACTION. SUCH CHARGES WILL BE THOSE IN EFFECT FOR THE SPECIFIC UNITS OF EQUIPMENT WHEN THE CAUSE OF ACTION AROSE. 

• If for any reason any provision of this Agreement or the application of such provision to any person or circumstance in any legal action, shall be found or held unenforceable or invalid in any state or other jurisdiction, such circumstance shall not have the effect of rendering the provision in question unenforceable or invalid as to any other person, circumstance or action and shall not affect any other term of provision of this Agreement in any extent whatsoever. 
• CTS will use equal or better materials when replacing defective components. Defective components become the property of CTS once replaced. 
• CTS will not provide consumable materials (i.e. tapes, batteries, etc.) as part of this Agreement. 
• This Agreement does not support any topological cabling or telecommunication line issues as a covered event. Cabling/lines are not warranted in any fashion whatsoever as part of this Agreement. 
• CTS is not responsible, nor shall it be held liable for the loss of any data under any circumstances whatsoever. HoCTSver, in any such case, CTS will work diligently to restore system data from the backup. The Customer is solely responsible for maintaining and insuring current backups. 
• CTS is not responsible for any proprietary or general business applications unless specifically outlined within this Agreement or an accompanying jointly signed Addendum. 
• CTS shall not be held liable as an insurer. CTS assumes no liability for the failure of equipment or any losses resulting from such failure. 
• This Agreement is intended for the Customer specified herein and may not be assigned or transferred. 
• This Agreement supersedes any previous service contract of similar nature. Modifications to this contract must be made by written Addendum and signed by both CTS and the Customer. 
• This Agreement does not cover costs associated with the replacement of equipment damaged by “Acts of God”, Customer negligence, or damages occurring because of equipment environment. 
• CTS shall not be held liable for the inability to fulfill this Agreement for reasons beyond its control. 
• CTS reserves the right to modify configurations and replace components as deemed necessary (i.e. Replace a suspect card, add a patch to the server) in order to maintain the environment in good working and supportable order. 
• At the Customer’s request, CTS will participate in any system changes, physical system moves, proprietary software upgrades, equipment installations, and unique software integration on covered systems. CTS participation may be a billable event. If the Customer does not involve CTS, any resulting service issues will not be covered per this Agreement and therefore billed at normal CTS rates. 
• The Customer will have CTS participate in certifying any system, prior to going into production, which will be added to this Agreement. CTS participation is a billable event. 
• The Customer will not hire nor contract the services of any CTS employee for the period of one year following the expiration of all agreements with CTS without first remitting to CTS 50% of the employee’s final annual salary earned with CTS.