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CAPP LLC (“Seller”) Terms & Conditions of Sale

  1. Order Procedure. All orders for products (“Products”) and/or services (“Services”) of Seller by the buyer (“Buyer”) are subject to written acknowledgement and acceptance by the Seller. Seller reserves the right to require assurance of payment as a condition to acceptance of an order, and to suspend performance of an order until payment or adequate assurance of performance has been received. Unless otherwise expressly agreed by the parties in writing, acceptance by Seller of any order is expressly conditioned upon agreement by Buyer to the terms and conditions hereof, and Seller hereby objects to any terms or conditions varying the terms hereof. Acceptance by Buyer of Products and Services provided hereunder constitutes acknowledgement and agreement by Buyer that the terms and conditions hereof supersede contrary provisions of any purchase order or other document provided by Buyer.
  2. Purchase Price. Unless otherwise specified in Seller’s quotation, prices quoted for Products and Services are good for 30 days and do not include, unless stated, shipping costs or taxes of any description, including without limitation excise, sales, use, property, export, or other taxes which may be imposed upon the manufacture, sale, delivery, export or use of Products or Services. Additionally, quoted prices, unless stated, do not include tariffs, the application and value of which are to be determined by Seller in the event tariffs are levied against such Products or Services. Buyer agrees to pay all such charges or to reimburse Seller therefore upon receipt of Seller’s invoice. If Buyer claims exemption from any tax, Buyer shall provide a copy of its tax exemption certificate at the time the order is placed and shall defend, indemnify and hold Seller harmless from and against any claim for taxes, interest and penalties which may be assessed on holding that the items are taxable.
  3. Payment. Payment terms are net, thirty (30) days from date of invoice, unless otherwise noted in writing by Seller. Partial shipments shall be invoiced with each shipment. If shipment is delayed on Buyer’s request, the date of Seller’s notice of availability for shipment shall be deemed the date of shipment for issue of an invoice. In the event of a dispute concerning any amount due for Products or Services, all uncontested amounts must be paid within thirty (30) days of invoice date. Interest in the amount of the lesser of one and one-half percent (1-½%) per month or the maximum amount allowed by law shall accrue and be due on past-due balances. Buyer shall pay all reasonable costs of collection including, but not limited to, collection agency fees, attorney’s fees and court costs. Buyer hereby grants unto Seller a security interest in the purchased Products as security for the purchase price therefore.
  4. Delivery; Risk of Loss. Seller will make commercially reasonable efforts to deliver Products by the dates requested by Buyer, but specified dates for shipment of Products or performance of Services are estimates, only, and shall not be deemed to represent fixed or guaranteed delivery dates, and Seller shall have no liability for any delays in delivery. Unless otherwise specified by Buyer, partial shipments are allowed. Timely delivery by Seller is subject to Buyer’s timely supply of all required technical information and data, including drawing approvals, and all required commercial documentation, and, where Services are provided, adequate access to the site for Seller to perform such Services. Delivery shall be F.O.B. shipping point (origin), and title and risk of loss shall pass to Buyer upon delivery to the carrier at point of shipment. Buyer will be deemed to have received Products in satisfactory condition and to have accepted the Products in the condition delivered, unless any damage or loss to Products in shipment, concealed or overt, or variance from order instructions is reported to Seller, in writing, within fourteen (14) calendar days of Buyer’s receipt of the Products.
  5. Compliance; Permits. Buyer assumes responsibility for use of Products in accordance with the manufacturer’s instructions and in compliance with safety standards and regulations in the location to which the Products are shipped by or on instruction of Buyer. Buyer represents and warrants that the Products will not be used in or in connection with a nuclear facility or application without prior written notice by Buyer, at the time of order entry, of its intention to utilize or sell and deliver Products for such application. In the event of use or sales of Products by Buyer for such applications, Buyer shall defend, indemnify and hold Seller harmless from and against any and all claims, actions, damages and costs, including without limitation reasonable attorney’s fees arising as of a result of, or relating in any way to any “nuclear incident”, as that term is defined in the Atomic Energy Act of 1954, as amended, involving Seller’s Products, and including particularly, but without limitation, claims of joint liability of Buyer and Seller and/or Seller’s Products, but not including any such claim, action, damage or cost alleged to have arisen as a result of the sole negligence or intentional misconduct of Seller. Buyer is responsible for obtaining, at its cost and expense, any and all necessary licenses and permits for transportation, installation and use of Products.
  6. Change Orders; Returns; Cancellations. Returns, change orders and cancellations will be accepted only upon written approval by Seller, and all returns will be at Buyer’s sole expense, freight prepaid. Seller will not accept returns after 30 days following delivery. Standard stock items returned or orders for standard stock items canceled within fourteen (14) calendar days prior to scheduled delivery, may be subject to a minimum restocking charge of 15% of the Purchase Price, and change orders for modification of specifications or delivery schedule shall be subject to reasonable charge for reimbursement of Seller’s cost in connection therewith. Nonstock or custom items are not returnable and if canceled, are subject to cancellation fees up to 100% of the Purchase Price. Any credit issued will be based on the invoiced price.
  7. Software License. Use of Products that include software or firmware may be subject to Buyer’s acceptance of additional terms and conditions set forth in separate Seller or third-party agreements that will control to the extent necessary to resolve any conflict with the terms and conditions stated or otherwise referenced herein. In the absence of a separate agreement, Seller grants Buyer a non-exclusive, non-transferable, non-sublicensable license to use Seller’s software or firmware only if it is provided by Seller as part of a Seller-provided Product and only if it is used in object code form and solely in conjunction with Seller-provided Products. The license described in the immediately preceding sentence is conditioned on Buyer’s agreement not to disclose, disassemble, decompile, reverse engineer, or otherwise modify Seller’s software or firmware.
  8. Drawings. Any drawings, documents, specifications or written materials developed or provided by Seller shall remain the property of Seller.
  9. Warranty. Items purchased from CAPP may not be covered by the manufacturer’s warranty because CAPP is not an “authorized” dealer of all merchandise sold. However, the item is covered by CAPP’s 2-Year Warranty, the terms of which are set forth below. CAPP warrants that the good(s) sold pursuant to a particular order (“Goods”) shall be free from defects in materials and workmanship for a period of two (2) years from the date the customer is invoiced for the Goods (“the Warranty Period”). The foregoing warranty shall only be applicable to Goods stored, installed, handled, operated, or otherwise used under normal conditions. All warranties for Goods for which CAPP is not an authorized dealer are provided by CAPP, not the manufacturer. All warranties issued herein are non-transferable without CAPP’s prior written consent. CAPP’s obligation shall be limited to the repair or replacement, in CAPP’s sole discretion, of any such Good (or part/component thereof as CAPP determines) free of charge to the customer. If CAPP determines that the Good cannot be repaired or replaced, CAPP shall credit the customer’s account in an amount equal to the sum the customer paid for it. This warranty is given in lieu of any other warranties, either express or implied, including that CAPP disclaims any warranty of merchantability, fitness for a particular purpose and/or non-infringement. In no event shall CAPP be liable for any damages except actual damages up to, but not exceeding, the amount customer paid to CAPP for the particular Good. Further, CAPP shall not be liable for any special damages including consequential damages, incidental damages, lost profits, or lost revenue.
  10. Extended Warranty Options Extend CAPP’s 2-Year Warranty to a 3-Year Warranty for continued coverage against defects. Your extended warranty provides an additional year of CAPP-backed repair or replacement coverage, ensuring long-term reliability and performance for your equipment.
  11. Limitation of Liability. Seller shall not, in any event, be liable for any loss, damage, or expense caused or increased by any failure on Buyer’s part to conform to a Product manufacturer’s, supplier’s, or Seller’s specifications or instructions, or by any misuse, abuse, improper application, installation or alteration or by other act or omission of Buyer or accidental occurrence in respect of any Product. Seller’s liability for nonconformity of any Product or Service to Seller’s specifications therefore, or for claims relating thereto, whether based on contract, warranty, tort or other grounds, shall be, in Seller’s discretion, limited exclusively to repair or replacement of the Product(s) or reperformance of the Services, as the case may be, or refund of the purchase price paid therefor by Buyer. This limitation of liability reflects a negotiated allocation of risks between Seller and Buyer and constitutes the basis of the parties’ bargain, without which Seller would not have agreed to the price or terms of sale, or to this Agreement. In no event shall Seller be liable for any incidental, indirect, special or consequential damages, including but not limited to loss of profits or revenue, loss of use of Products or other property, the cost of substitute products, facilities or services, downtime costs, or claims of Buyer’s customers. Unless otherwise specifically agreed by the parties in writing, in no event shall Seller be liable for or have any responsibility for programming, configuring, modifying, and/or making ready the Products for Buyer’s intended use and/or any other use. In any event, Seller’s maximum aggregate liability under these Terms and Conditions and/or any order issued hereunder shall in no event exceed the value of the Products and/or Services provided pursuant to these Terms and Conditions and/or any order issued hereunder.
  12. Force Majeure. If the performance by Seller of its obligations under this Agreement is prevented, restricted or impaired, directly or indirectly, by act of God, or by fire or other casualty or accident, strikes or labor disputes, inability to procure goods, power or supplies from usual sources, war or violence, pandemic or epidemic, or any law, order, proclamation, ordinance, demand or requirement of any governmental or regulatory authority, or any other cause beyond the reasonable control of Seller (“force majeure”), then Seller shall promptly give written notice thereof to Buyer, setting forth the date and nature of the event of force majeure, whereupon Seller’s performance hereunder shall be suspended and the time for such performance extended for a period equal to the period of delay.
  13. Export Control. Buyer represents and warrants that the Products and Services provided hereunder and any end product thereof is intended for civil use only and will not be used, directly or indirectly, for the production of chemical or biological weapons or of precursor chemicals for such weapons, or for any direct or indirect nuclear end use, Buyer agrees not to disclose, use, export or re-export, directly or indirectly, any information provided by Seller or the direct product thereof as defined in the Export Control Regulations of the United States Department of Commerce, except in compliance with such regulations.
  14. General. The terms and conditions hereof, Buyer’s purchase orders to the extent consistent with the terms hereof, and the order acknowledgements referenced herein (i) constitute the entire agreement of the parties and incorporate and supersede all prior discussions, representations, understandings and agreements in respect of the subject matter hereof; (ii) may not be modified or amended except in a writing executed by all parties, and any waiver of any term and condition thereof must be in writing and signed by the party granting waiver; and (iii) shall be governed by the laws of the State of Pennsylvania. Buyer agrees that any dispute arising between the parties regarding Products or Services shall be brought before any state or federal court located in Delaware County, PA, and Buyer consents to venue in such court. In the event that one or more provisions of this Agreement shall be held invalid, illegal, or unenforceable by any court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity or enforceability of any other provision of this Agreement.
  15. Rockwell Disclaimer. The product is used surplus. CAPP is not an authorized surplus dealer or affiliate for the Manufacturer of this product. The product may have older date codes or be an older series than that available direct from the factory or authorized dealers. Because CAPP is not an authorized distributor of this product, the Original Manufacturer’s warranty does not apply. While many Allen-Bradley PLC products will have firmware already installed, CAPP makes no representation as to whether a PLC product will or will not have firmware and, if it does have firmware, whether the firmware is the revision level that you need for your application. CAPP also makes no representations as to your ability or right to download or otherwise obtain firmware for the product from Rockwell, its distributors, or any other source. CAPP also makes no representations as to your right to install any such firmware on the product. CAPP will not obtain or supply firmware on your behalf. It is your obligation to comply with the terms of any End-User License Agreement or similar document related to obtaining or installing firmware.
  16. Condition Code for Rockwell Allen Bradley Product. SOP: Original Packaging (Surplus Original Packaging)
    • Surplus Original Packaging product is product sourced through a surplus supplier
    • The Product is used surplus. Product may have been powered on for testing.
    • No visible signs of handling, use or damage.
    • Has original packaging if applicable.
    • May or may not have original manufacturers’ seal on box
    • Comes with CAPP standard 2-year warranty. Original manufacturer warranty does not apply.
    • Includes all hardware and accessories that come with factory new version of product.
    • May or may not include instructions that come with factory new version of product.
    • Product may have older date codes or be an older series than that available direct from the factory or authorized dealers.
    • The product may vary as to country of origin and the language used on the packaging.
    • Product packaging may show shelf wear.

CAPP LLC (“Buyer”) Terms & Conditions

  1. Applicability. (a) Any purchase order issued by CAPP LLC (“Buyer”) is an offer for the purchase of the goods specified on the face of this purchase order (“Goods”) from the party to whom the purchase order is addressed (“Vendor”) in accordance with and subject to these terms and conditions (“Terms”; together with the terms and conditions on the face of the purchase order, “Order”). This Order, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the Order, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order. The Order expressly limits Vendor’s acceptance to the Terms of the Order. These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Vendor’s general terms and conditions of sale or any other document issued by Vendor in connection with this Order. (b) These Terms apply to any repaired or replacement Goods provided by Vendor hereunder. © Buyer is not obligated to any requirements, minimum purchase or future purchase obligations under this Order.
  2. Acceptance; Change Orders. Except as provided below, this Order is not binding on Buyer until Vendor accepts the Order in writing. Vendor shall be deemed to have accepted the Order subject to the Terms if Vendor starts to perform in accordance with the Order, even if Vendor has not accepted the Order in writing. Notwithstanding the foregoing, if Vendor does not accept the Order in writing or provide written notice that it has commenced performance within three (3) days of Vendor’s receipt of the Order, this Order will lapse at the option of Buyer. Buyer may withdraw the Order any time before it is accepted by Vendor. For future deliveries Buyer may, at any time, by written change order, make changes in the specifications for the Goods previously provided by Buyer, and Vendor shall comply with the changes without delay. Thereafter, Vendor may transmit to Buyer a statement of the effect, if any, of such change orders on Vendor’s cost and ability to make deliveries. Upon the basis of this and any other available information, Buyer and Vendor shall agree upon an equitable adjustment of the purchase price and any other relevant provisions, and such agreement shall be incorporated in a supplement to this Order.
  3. Delivery Date. Vendor shall deliver the Goods in the quantities and on the date(s) specified on the face of the Order or as otherwise agreed in writing by the parties (the “Delivery Date”). If no delivery date is specified, Vendor shall deliver the Goods within ten days of Vendor’s receipt of the Order. Timely delivery of the Goods is of the essence. Vendor shall notify Buyer immediately of any circumstance which is delaying or which threatens to delay the timely performance of this Order, but such notice shall not excuse performance by Vendor nor affect Vendor’s liability. If Vendor fails to deliver the Goods in full on the Delivery Date, Buyer may terminate the Order immediately by providing written notice to Vendor and Vendor shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Vendor’s failure to deliver the Goods on the Delivery Date. Buyer has the right to return any Goods delivered after the Delivery Date at Vendor’s expense and Vendor shall redeliver such Goods on the Delivery Date.
  4. Quantity. If Vendor delivers more or less than the quantity of Goods ordered, Buyer may reject all or any excess Goods. Any such rejected Goods shall be returned to Vendor at Vendor’s risk and expense. If Buyer does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis. Buyer may upon ten days’ notice to Vendor, if prior to the date of shipment, request a change in the quantity of Goods to be delivered under the Order, and Vendor shall comply with such changes.
  5. Delivery Location. All Goods shall be delivered to the address specified on the face of the Order (the “Delivery Location”) between 8:00 a.m. and 4:45 p.m. Monday through Friday (and not at any time on Saturdays, Sundays or holidays), or as otherwise instructed by Buyer.
  6. Shipping Terms. Delivery shall be made FOB DESTINATION at the Delivery Location (in accordance with Incoterms 2010), unless otherwise specified on the face of the Order. Vendor shall give written notice of shipment to Buyer when the Goods are delivered to a carrier for transportation. Vendor shall provide Buyer all shipping documents, including the commercial invoice, packing list, air waybill/bill of lading and any other documents necessary to release the Goods to Buyer within five business days after Vendor delivers the Goods to the transportation carrier. The Order number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence and any other documents pertaining to the Order. All Goods shall be suitably classified to assure lowest transportation rates consistent with full protection against loss and damage in transit and to meet the carrier’s requirements.
  7. Title, Risk of Loss and Insurance. Title passes to Buyer upon delivery of the Goods to the Delivery Location. Vendor bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Location. Vendor shall insure all shipments for the full value of the Goods for the benefit of Buyer.
  8. Packaging. All Goods shall be packed for shipment according to Buyer’s instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Vendor must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any return of such packaging material shall be made at Vendor’s expense.
  9. Conduct of Personnel. While at any Buyer location, Vendor’s personnel, agents, and subcontractors shall comply with all reasonable requests, standard rules, and regulations of Buyer communicated to Vendor regarding personal and professional conduct, including without limitation any security or privacy requirements, and shall otherwise conduct themselves in a businesslike manner.
  10. Sub-Providers. Vendor unconditionally hereby warrants, represents and covenants to Buyer that all subcontractors, suppliers, laborers and other providers that have supplied labor, materials and/or equipment to Vendor in connection with this Agreement either have been paid, or will have been timely paid, in full for such labor, materials and/or equipment.
  11. Inspection and Rejection of Nonconforming Goods. The Buyer has the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. Payment with respect to the Goods shall not constitute acceptance. If Buyer rejects any portion of the Goods, Buyer has the right to: (a) rescind the Order in its entirety; (b) accept the Goods at a reasonably reduced price; or © reject the Goods and require replacement of the rejected Goods. If Buyer requires replacement of the Goods, Vendor shall, at its expense, promptly replace the nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective Goods and the delivery of replacement Goods. If Vendor fails to timely deliver replacement Goods, Buyer may replace them with Goods from a third party and charge Vendor the cost thereof and terminate this Order for cause pursuant to Section 22. Any inspection or other action by Buyer under this Section 11 shall not reduce or otherwise affect Vendor’s obligations under the Order, and Buyer shall have the right to conduct further inspections after Vendor has carried out its remedial actions.
  12. Price. The price of the Goods is the price stated in the Order (the “Price”). If no price is included in the Order, the Price shall be the price set out in Vendor’s published price list in force as of the date of the Order, unless otherwise agreed by the parties in writing. Unless otherwise specified on the face of the Order, the Price includes all packaging, transportation costs to the Delivery Location, insurance, customs duties, fees and applicable taxes, including, but not limited to, all sales, use or excise taxes; and Vendor shall be solely responsible for paying all such amounts. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Buyer. If Vendor receives a discount, rebate, allowance, or incentive from any of its suppliers, Vendor must disclose and provide to Buyer the full value of the discount, rebate, allowance or incentive that is received by Vendor and is based on the purchase of Goods by Buyer. Buyer is exempt from Illinois Retailers’ Occupational (sales) Tax, Use Tax, and Service Use Tax and Vendor shall treat Buyer accordingly for tax purposes.
  13. Cash Discounts. If cash discounts are offered and identified, such discount periods will be computed from the date of delivery of the Goods ordered or the date of Buyer’s receipt of a correct and proper invoice, whichever is later. Payment or other terms identified on the Vendor’s invoice which are contrary to those of the Order shall have no force and effect unless acted upon or approved in writing by Buyer. Buyer will make every effort to pay invoices within the terms prescribed in the Order, however, in no event will Buyer be obligated to pay late fees or penalties for invoices paid outside the Order terms.
  14. Payment Terms. Vendor shall issue an invoice to Buyer on or any time after the completion of delivery and only in accordance with the Terms. Unless otherwise provided on the face of this Order, Buyer shall pay all properly invoiced and undisputed amounts due to Vendor within 30 days after Buyer’s receipt of such invoice.
  15. Set-off. Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Vendor against any amount payable by Buyer to Vendor.
  16. Warranties. In addition to Vendor’s standard manufacturer or product warranties, Vendor warrants to Buyer that all Goods will: (a) be free from any defects in workmanship, material and design; (b) conform to applicable specifications, drawings, designs, samples and other requirements specified by Buyer; © be fit for their intended purpose and operate as intended; (d) be merchantable; (e) comply with all applicable laws, codes and regulations as published by any national or statewide association or group; (f) be free and clear of all liens, security interests or other encumbrances; and (g) not infringe or misappropriate any third party’s patent or other intellectual property rights. In addition to satisfying any and all specifications attached to the Order or set forth on the face of the Order, including, but not limited to any specifications, samples, or formula provided to Vendor, Vendor expressly warrants that the Goods provided satisfy or exceed all applicable legal requirements established by federal or state law, and/or applicable engineering, environmental or material standards, including, but not limited to, any recognized standards with respect to quality and fitness. Vendor shall provide Goods that conform to or exceed any formula, specifications, samples and data which are part of this Agreement or which were provided to Vendor by Buyer. These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by Buyer. These warranties are cumulative and in addition to any other warranty provided by law or equity. If Buyer gives Vendor notice of noncompliance with this Section 17, Vendor shall, at its own cost and expense, promptly replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming Goods to Vendor and the delivery of repaired or replacement Goods to Buyer. Vendor transfers to Buyer, only to the extent transferable, the warranty, if any, given by the manufacturer of any Goods supplied under this Agreement that were not manufactured by Vendor. Such manufacturer’s warranty period shall be longer or equal to Vendor’s manufactured warranty.
  17. General Indemnification. Vendor shall defend, indemnify and hold harmless Buyer, its affiliates, successors or assigns and their respective directors, officers, shareholders and employees (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or occurring in connection with (a) the Goods purchased from Vendor, (b) acts, omissions or failures to act by Vendor, its subcontractors, agents or employees, in connection with the performance or non-performance of this Agreement, or © or Vendor’s negligence, willful misconduct or breach of the Terms, except due to gross negligence of the Buyer. Vendor shall not enter into any settlement without Buyer’s or Indemnitee’s prior written consent.
  18. Use of Name. Vendor agrees not to use (a) Buyer’s name, (b) the name of any officer, director, employee, representative or agent of Buyer, or © any trademarks, service marks or trade names owned or controlled by Buyer, in any sales, promotional, advertising or other publication, without the express prior written permission of Buyer. In no event shall Vendor or its employees, agents or subcontractors represent themselves as employees or agents of Buyer.
  19. Intellectual Property Indemnification. Vendor shall, at its expense, defend, indemnify and hold harmless Buyer and any Indemnitee against any and all Losses arising out of or in connection with any claim that Buyer’s or Indemnitee’s use or possession of the Goods infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. In no event shall Vendor enter into any settlement without Buyer’s or Indemnitee’s prior written consent.
  20. Insurance. During the term of the Order, Vendor shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $2 million with financially sound and reputable insurers. Upon Buyer’s request, Vendor shall provide Buyer with a certificate of insurance from Vendor’s insurer evidencing the insurance coverage specified in this Order. The certificate of insurance shall name Buyer as an additional insured. Vendor shall provide Buyer with thirty days’ advance written notice in the event of a cancellation or material change in Vendor’s insurance policy. Except where prohibited by law, Vendor shall require its insurer to waive all rights of subrogation against Buyer’s insurers and Buyer or the Indemnitees.
  21. Compliance with Law. Vendor is in compliance with and shall comply with all applicable laws, regulations and ordinances, including without limitation, all applicable provisions of Executive Order 11246 and Executive Order 11375, as amended; the Vietnam Era Veterans Readjustment Assistance Act of 1975, Executive Order 11701, the Rehabilitation Act of 3 1973, Executive Order, and the rules, regulations and relevant orders of the Secretary of Labor. Vendor has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Order. In addition, Vendor represents and warrants that, in the production and sale of Goods to be delivered pursuant hereto, Vendor has complied with all applicable federal, state, and municipal laws and regulations, including, without limitation, (a) all such laws and regulations pertaining to health, safety and environmental standards, (b) all such laws and regulations pertaining to design, manufacture, testing, labeling, and transportation of such Goods, and © all such laws and regulations pertaining to affirmative action, nondiscrimination, and equal opportunity.
  22. Termination. Buyer may terminate, cancel, or suspend this Order, in whole or in part, at any time with or without cause for undelivered Goods upon written notice to Vendor. In addition to any remedies that may be provided under these Terms, Buyer may terminate, cancel or suspend this Order with immediate effect upon written notice to the Vendor, either before or after the acceptance of the Goods, if Vendor has not performed or complied with any of these Terms, in whole or in part. If the Vendor becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then the Buyer may terminate this Order upon written notice to Vendor. If Buyer terminates the Order for any reason, Vendor’s sole and exclusive remedy is payment for the Goods received and accepted by Buyer prior to the termination.
  23. Tax Exemption. Buyer is generally exempt from federal, state and local taxes for purchases made for resale. Vendor shall not charge Buyer for any taxes in connection with the Order to the extent permitted by law. Without limiting the foregoing, Buyer will not be responsible directly or indirectly (including by reimbursement to Vendor) for any taxes assessed. Buyer shall provide copies of exemption certificates upon request.
  24. Waiver. No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Order, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Order shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  25. Confidential Information. All non-public, confidential or proprietary information of the Buyer, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Buyer to Vendor, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the Order is confidential, solely for the use of performing the Order and may not be disclosed or copied, unless authorized by Buyer in writing. Upon Buyer’s request, Vendor shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section 26. This Section 26 shall not apply to information that is: (a) in the public domain; (b) known to the Vendor at the time of disclosure; or © rightfully obtained by the Vendor on a non-confidential basis from a third party.
  26. Limitation of Buyer’s Liability. BUYER’S ENTIRE LIABILITY TO VENDOR OR ANY THIRD PARTY, IF ANY, FOR ANY CLAIMS, DEMANDS, CAUSES OF ACTION, ARISING IN TORT, CONTRACT, OR OTHERWISE, INCLUDING WITH RESPECT TO ANY STATUTORY CLAIM, IS LIMITED SOLELY TO THE PRICE ACTUALLY PAID BY BUYER UNDER THESE TERMS. NOTWITHSTANDING THE FOREGOING LIMITATION, BUYER SHALL NOT BE LIABLE TO VENDOR FOR SPECIAL, INDIRECT, ECONOMIC, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING UNDER THESE TERMS, OR OTHERWISE, WITH RESPECT TO THE SALE, PURCHASE, OR USE OF THE GOODS, INCLUDING ANY LOST REVENUE OR PROFITS, BUSINESS INTERRUPTION OR DAMAGE TO BUSINESS REPUTATION, REGARDLESS OF THE THEORY UPON WHICH ANY CLAIM MAY BE BASED, INCLUDING, WITHOUT LIMITATION, TORT, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, PRODUCT LIABILITY OR ANY STATUTORY CAUSE OF ACTION.
  27. Conflict of Interest. Buyer’s policy requires avoidance of real or apparent conflict of interest. No employee, officer or agent of Buyer shall knowingly participate in the selection, award or administration of a purchase contract with Vendor if Buyer or any member of Buyer’s immediate family has a material financial interest in Vendor, or is negotiating or has any 4 arrangement concerning prospective employment with Vendor. No officer, employee or agent of Buyer shall either solicit or accept gratuities, favours or anything of monetary value from Vendor, including any contingent fee. If Vendor has reason to believe any officer, employee or agent of Buyer has violated any provision of this Section 28, Vendor immediately shall notify Buyer of the suspected violation by sending notice thereof to Buyer’s chief executive officer, explaining the situation in full. Vendor’s failure to so notify Buyer shall be a material breach of this Agreement and Buyer, at its option, may terminate this Agreement with immediate effect.
  28. Access to Records. Buyer shall have access to and the right to examine any directly pertinent books, documents, papers, and records of Vendor involving transactions related to this Agreement until the expiration of three (3) years after final payment hereunder. Vendor agrees to keep and maintain such records for such period of time. If this Agreement is for the sale of Goods with a value of $10,000 or more within any 12-month period, then Vendor shall make available, upon written request from Buyer, such books, documents and records until the expiration of four years after the final delivery of Goods pursuant to this Agreement.
  29. Government Contracts. If the Order, as denoted on the face of the Order, is made with funds obtained by Buyer directly or indirectly from a Federal grant or contract, Vendor shall comply with all applicable provisions.
  30. Attorneys’ Fees. In the event it becomes necessary for Buyer to enforce these Terms, or to defend or prosecute any litigation arising out of or as a result of these Terms, or in connection with the sale of the Goods to Buyer by Vendor, Buyer shall be entitled to recover from Vendor, in addition to any other relief granted, reasonable attorneys’ fees, expert fees, costs and expenses of litigation to the extent Buyer is the substantially prevailing party.
  31. Assignment. Vendor shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section 32 shall be null and void. No assignment or delegation shall relieve the Vendor of any of its obligations hereunder. Buyer may at any time assign, transfer or subcontract any or all of its rights or obligations under the Order without Vendor’s prior written consent.
  32. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in the Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Order.
  33. No Third-Party Beneficiaries. This Order is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
  34. Governing Law. All matters arising out of or relating to this Order shall be governed by and construed in accordance with the internal laws of the State of Pennsylvania without giving effect to any choice or conflict of law provision or rule (whether of the State of Pennsylvania or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Pennsylvania.
  35. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Order shall be instituted in the federal courts of the United States of America or the courts of the State of Pennsylvania in each case located in the City of Clifton Heights and County of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
  36. Cumulative Remedies. The rights and remedies under this Order are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
  37. Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of this Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Order, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 37.
  38. Amendment and Modification. No change to this Order is binding upon Buyer unless it is in writing, specifically states that it amends this Order and is signed by an authorized representative of Buyer.
  39. Severability. If any term or provision of this Order is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
  40. Survival. Provisions of this Order which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including, but not limited to, the following provisions: Set-off, Warranties, General Indemnification, Intellectual Property, Indemnification, Insurance, Compliance with Laws, Confidentiality, Governing Law, Submission to Jurisdiction, and Survival.
  41. Right to Advice of Counsel. Vendor has the right, and Buyer encourages Vendor, to consult with Vendor’s attorney so that Vendor is fully aware of all rights and obligations under this Agreement.

At CAPP, we are strongly committed to protecting the privacy of our customers. We understand that you may have concerns about privacy while shopping on the Internet and would like to ensure that you understand the security, protection, and privacy of information we guarantee.

Personal Information

When you make a purchase from CAPP, you are asked to provide the information necessary to fulfill and track your order including your name, address, phone number, and email address. For purposes of billing, you need to provide your credit card number, type, expiration date, and security code to avoid fraudulent use. To ship your order, we also need the name, address, and phone number of the intended recipient(s). You can shop with confidence that billing and personal information is only transmitted through secure servers and will never be shared with any other party.

Customer Accounts

You may create an account through CAPP at any time by providing your email address and creating a password, which will allow some of your information to be safely stored for future orders. Creating an account allows you to save time at checkout, easily refer back to past orders, adjust your personal information and change your email subscription settings. You are not required to create an account to visit or order from CAPP. If you wish to unsubscribe from future communications, you can click on the ‘Unsubscribe’ link within any e-newsletter.

How will my information be used?

We do not sell or give your information to other companies to use in their marketing strategies, but it may be used in the following ways:

  • Schedule deliveries of merchandise that you purchase online
  • Create an online account for you
  • Bill your credit card for your purchases
  • Confirm and track your orders
  • Respond to your customer service inquiries
  • Email newsletters and specials
  • To aid our data partner and advertising platforms in increasing the relevancy of our ads to you

Our website may also use a website recording service which may record mouse clicks, mouse movements, page scrolling and any text keyed into website forms. Data collected by this service is used to improve our website usability. The information collected is stored and is used for statistical reporting and is not shared with anybody else.

Third Party Cookies & Advertising

Third party vendors, including Google, use cookies to serve ads based on your prior visits to CAPP and other websites. You may opt out of Google’s use of cookies by visiting the Google advertising opt-out page. Similarly, you can opt out of other third-party vendor’s use of cookies by visiting the Network Advertising Initiative opt out page.