info@ccxweb.com
California Communications Exchange
Over A Decade of Award-Winning Services
Avaya Business Partner
2002 Avaya Certified Business Partner

What our customers say about us:

"prompt"

"professional"

"very smooth transition"

"you saved our ...."

"we have been with them for many years"

"always come through"

"very flexible"

"best prices in town"

"return our calls promptly"

"know their stuff"
Terms and Conditions

1. Acceptance of Orders: The acceptance of all orders and all sales by CCX are made subject to and are expressly contingent upon these terms and conditions; in addition, any and all orders from Buyer whether in response to a CCX proposal or otherwise are not effective or binding on CCX until finally approved and accepted by authorized CCX management. Any of Buyer's terms and conditions that are different from or in addition to those contained herein are hereby objected to, rejected, and shall be of no effect unless specifically and expressly agreed to in writing by authorized CCX management. These terms and conditions, along with the CCX proposal letter and Attachment B, set forth the entire understanding of the parties with respect to the subject matters hereof (hereinafter "Agreement"), and is intended as a complete and exclusive statement of the terms of the agreement of the parties. If there is a conflict between any of these materials that comprise the Agreement, the following order of priority shall apply to the extent of the inconsistency:(1) these terms and conditions; (2) Attachment B; (3) the CCX proposal letter. All other previous and collateral agreements, representations, warranties, promises and conditions of sale with respect to the subject matter thereof are superseded by this Agreement. No waiver or modification of any provision of this Agreement shall arise or be valid unless made in writing, duly executed by CCX' designated representative, and waiver of any default shall not waive subsequent defaults.

2. Warranties: The warranty period on new parts, new equipment and new systems purchased by Buyer and delivered by CCX under this Agreement (hereinafter "Product") is one (1) year; the warranty period on refurbished Product is ninety (90) days; the warranty period on Services is one (1) year; all periods commence on the date of delivery of the Product or performance of the Service which gives rise to the claim. CCX warrants that Product will be free from defects in title, materials and manufacturing workmanship and that the Services will be performed in conformance with generally accepted professional standards prevailing at the time CCX performs the Service. To be effective, this warranty requires a properly sized uninterruptible power supply system be installed and working at all times, in front of and protecting all Product subject to this warranty. CCX is not responsible for damage to, failure of or impact on the function of Product caused or in any way related to voltage variations, power surges or power sags; nor if Buyer fails to install and maintain an uninterruptible power supply as described herein. CCX is not responsible for integration of hardware and software. CCX will have no warranty obligation under this Agreement if Product is subjected to abuse, misuse, negligence, accident or intentional harm. CCX will have no warranty obligation under this Agreement for malfunctions or failures of any nature in Product or Service that are caused in any way by a) actions or failures of non-CCX personnel; b) Buyer's failure to follow operation and maintenance instructions or attempts by Buyer to install product without CCX prior written approval; c) connection or attachment of "non-Avaya Communication/Lucent Technologies products to Avaya Communication/Lucent Technologies product; or d) failure of Product not installed or Service not performed by CCX. CCX and Avaya Communication do not warrant that the software will prevent, and CCX and Avaya Communication are not responsible for unauthorized use (or charges for such use) of common carrier telecommunication services or facilities accessed through or connected to the software (toll fraud). Avaya Communication new products, bought and sold as new products by CCX, may contain remanufactured parts or components that are equivalent to new in performance and appearance. CCX' warranty obligation is limited to providing remedial service during CCX' normal business hours and days during the warranty period and repair, replacement or reperformance, all at CCX' option. Any warranty adjustments made by CCX shall not extend the initial warranty period set forth above; the warranty period for all adjustments shall terminate at the end of the initial warranty period. No statement, technical advice, specification, description or illustration of or regarding Product or Service, whether oral or in writing, is intended to be or shall be construed as a warranty (other than the warranty contained in this section), nor shall it form part of the basis of the bargain between Buyer and CCX. CCX' warranty as set forth herein shall not be enlarged, diminished or affected by, and no obligation or liability shall arise or grow out of CCX' rendering of technical advice or services in connection with Product. CCX AND AVAYA COMMUNICATION (AND ITS AFFILIATES) DO NOT WARRANT THAT SOFTWARE OR DOCUMENTATION WILL SATISFY BUYER'S REQUIREMENTS, THAT THE SOFTWARE OR DOCUMENTATION ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF SOFTWARE WILL BE UNINTERRUPTED. THE WARRANTY PRINTED ABOVE IS THE ONLY WARRANTY APPLICABLE TO THIS PURCHASE. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED.

3. Exclusive Remedy; Limitations of Liability; Time Bar to Legal Action: IN ALL CASES WHERE BUYER'S CLAIM, WHETHER BASED UPON CONTRACT (INCLUDING BREACH), TORT (INCLUDING NEGLIGENCE), WARRANTY, INDEMNITY, CONTRIBUTION, DESIGN DEFECT, STRICT LIABILITY OR OTHERWISE, INVOLVES DEFECTIVE PRODUCT OR SERVICE, BUYER'S EXCLUSIVE REMEDIES AND CCX' SOLE LIABILITY SHALL BE THOSE SPECIFICALLY PROVIDED FOR IN THE WARRANTY SECTION ABOVE. TO THE FULLEST EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IT IS UNDERSTOOD AND AGREED THAT THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY, AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND SUBCONTRACTORS TO THE OTHER PARTY AND ALL THIRD PARTIES FOR ALL CLAIMS OF ANY KIND, WHETHER IN CONTRACT (INCLUDING BREACH), TORT (INCLUDING NEGLIGENCE), WARRANTY, INDEMNITY, CONTRIBUTION, DESIGN DEFECT, STRICT LIABILITY OR OTHERWISE, FOR ANY LOSS OR DAMAGE ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE (BY CCX), TERMINATION (BY CCX), CANCELLATION (BY CCX) OR BREACH OF THIS AGREEMENT (BY CCX) SHALL IN NO CASE EXCEED $10,000 OR THE AMOUNT ACTUALLY PAID TO AND RECEIVED BY CCX FOR THAT PORTION OF THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM, WHICHEVER IS GREATER; EXCEPT THAT IN THE CASE OF ANY NON-PAYMENT TO CCX BY BUYER FOR ANY SERVICES OR GOODS, OR TERMINATION (BY BUYER), CANCELLATION (BY BUYER), OR BREACH OF THIS AGREEMENT (BY BUYER) THE LIMIT OF LIABILITY FOR BUYER SHALL IN NO CASE EXCEED $10,000 OR THE TOTAL AMOUNT DUE TO BE PAID CCX UNDER THIS AGREEMENT, WHICHEVER IS GREATER. IN APPLYING THE MONETARY LIMITATION OF A PARTY'S TOTAL LIABILITY, SUCH LIABILITY SHALL BE REDUCED BY THE FOLLOWING AMOUNTS: A) ANY DAMAGES PAID TO ONE PARTY BY THE OTHER; B) ANY COSTS INCURRED AND SETTLEMENTS MADE BY CCX UNDER THE WARRANTY SECTION ABOVE; AND C) ANY REFUND OF THE PRICE FOR PRODUCT OR SERVICE. THE FOREGOING LIMITATIONS SHALL APPLY TO ALL ACTIONS OF ANY CHARACTER, WHETHER IN LAW OR EQUITY AND WHETHER IN CONTRACT (INCLUDING BREACH), TORT (INCLUDING NEGLIGENCE), WARRANTY, INDEMNITY, CONTRIBUTION, DESIGN DEFECT, STRICT LIABILITY OR OTHERWISE. BY PURCHASING, USING OR RESELLING PRODUCT, BUYER ASSUMES ALL RESPONSIBILITY FOR PRODUCT AND BUYER AGREES TO INDEMNIFY AND HOLD CCX HARMLESS FOR ANY AND ALL LIABILITY TO THIRD PARTIES ARISING OUT OF, RESULTING FROM THE USE OF, OR IN ANY WAY CONNECTED WITH THE USE OF OR DEFECT IN PRODUCT (SUCH USE BY BUYER AND/OR OTHERS), WHETHER IN CONTRACT (INCLUDING BREACH), TORT (INCLUDING NEGLIGENCE), WARRANTY, INDEMNITY, CONTRIBUTION, DESIGN DEFECT, STRICT LIABILITY OR OTHERWISE. IN NO EVENT, WHETHER SOUNDING IN CONTRACT (INCLUDING BREACH), TORT (INCLUDING NEGLIGENCE), WARRANTY, INDEMNITY, CONTRIBUTION, DESIGN DEFECT, STRICT LIABILITY OR OTHERWISE, AND WHETHER ARISING BEFORE OR AFTER COMPLETION OF A PARTY'S OBLIGATIONS UNDER THIS AGREEMENT, SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL, PENAL OR PUNITIVE DAMAGES OF ANY NATURE OR FOR LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT, WHETHER SOUNDING IN CONTRACT (INCLUDING BREACH), TORT (INCLUDING NEGLIGENCE), WARRANTY, INDEMNITY, CONTRIBUTION, DESIGN DEFECT, STRICT LIABILITY OR OTHERWISE, AND WHETHER ARISING BEFORE OR AFTER COMPLETION OF CCX' OBLIGATIONS UNDER THIS AGREEMENT, SHALL EITHER PARTY BE LIABLE FOR LOSS OF USE OF PRODUCT, LOSS OF DATA, COSTS OF RECREATING LOST DATA, COST OF ANY SUBSTITUTE PRODUCT OR PROGRAM OR SERVICE, CHARGES FOR COMMON CARRIER TELECOMMUNICATIONS SERVICES OR FACILITIES ACCESSED THROUGH OR CONNECTED TO PRODUCT (TOLL FRAUD)OR CLAIMS OF ANY PERSONS OTHER THAN CCX OR BUYER. Buyer agrees to limit the time period in which it may bring any action against CCX, its directors, officers, employees, agents and subcontractors to one (1) year after delivery of Product or performance of the Service that gives rise to the claim. In any case, where Buyer fails to give written notice to CCX within a reasonable time, not to exceed sixty (60) calendar days, from the discovery of any loss, damage or defect giving rise to a claim, Buyer shall be time-barred from bringing such claim against CCX. THE PROVISIONS OF THIS SECTION AND OTHER SECTIONS OF THIS AGREEMENT PROVIDING FOR LIMITATION OF OR PROTECTION AGAINST LIABILITY OF THE PARTIES SHALL ALSO PROTECT THEIR SUPPLIERS (INCLUDING AVAYA COMMUNICATION) AND SHALL SURVIVE EITHER TERMINATION PURSUANT TO THIS AGREEMENT, OR CANCELLATION, AS WELL AS THE COMPLETION OF WORK HEREUNDER.

4. Arbitration: It is understood that any dispute under this Agreement will be determined by submission to binding arbitration as provided by California law, and not by lawsuit or resort to court process, except as California law provides for judicial review of arbitration proceedings. Buyer explicitly accepts the use of arbitration and explicitly agrees that any such dispute will be decided by neutral arbitration and Buyer gives up the right to have the dispute decided in a court of law before a jury. Buyer explicitly agrees that the sole forum for and location of any such arbitration shall be the State of California.

5. Delays: CCX shall not be liable for delays or failures in performing its obligations arising out of or resulting from: a) an act of God; b) any other cause beyond CCX' reasonable control, including, but not limited to, the inability on account of causes beyond the reasonable control of CCX to obtain necessary labor, materials, equipment, utilities, services or facilities; or c) any act, failure to act, or delay in acting on the part of any governmental authority; governmental priorities; strikes or other labor difficulties; accidents or disruptions such as fire, explosion, flood, epidemics, civil disturbance or breakdown of essential machinery or equipment; or delays or shortages of transportation. In the event of such delay (including such a delay in conjunction with any other cause of delay), the time for the performance by CCX of its obligations shall be extended for a period equal to the time lost by reason of the delay.