CFI TERMS AND CONDITIONS
Updated 05.28.2020
Please read these terms and conditions carefully. They contain important information concerning customer’s (“Customer”) legal rights, warranties, obligations and available dispute resolutions remedies. They also provide that if CFI Sales, Inc. (“CFI”) is unable to resolve any matter to Customer’s satisfaction, Customer will exclusively use arbitration to decide the dispute and Customer will bring its claim solely on an individual basis and not in a class action or representative proceeding.
By placing an order with CFI, Customer agrees to be bound by these Terms & Conditions.
Except in those instances where CFI and a business Customer (“Business Customer”) enter into a separate written contract for the purchase of products and/or services providing for separate terms of sale, the following terms and conditions will apply. For clarification, the term “Customer” includes Business Customers as well as individuals, and the term Business Customer includes, but is not limited to, government, institutional, and educational customers.
CFI reserves the right to revise these Terms and Conditions at any time.
- SALES POLICY FOR PRODUCTS
- PRICES
- “Web Prices” displayed on www.cfitire.com: (i) are offered to Customers that do not have other pricing arrangements with CFI; (ii) are subject to these Terms of Sale; (iii) are available for orders placed on www.cfitire.com, by phone, or at CFI branch locations; (iv) do not include freight, handling fees, taxes, and/or duties; and (v) are subject to change or correction at any time and without notice.
- CFI reserves the right, in its sole discretion, to offer a volume discount (“Volume Discount”) to Customers based upon the quantity of products purchased in a single transaction. Volume Discount pricing is subject to product availability, and quantity limits may apply. CFI reserves the right to: (i) accept or reject any Volume Discount order; or (ii) charge the full price for the product in the event that Volume Discount priced items are returned.
- SALES TAX
- Customer is responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. When placing an order, Customer shall indicate which products are tax exempt.
- PAYMENT AND CREDIT TERMS.
- CFI accepts cash, checks, ACH, money orders, Visa, MasterCard, Discover, and American Express. For Customers with established CFI credit, payment terms are net thirty (30) days from the date of invoice. All credit extended by CFI and the limits of such credit, is at CFI’s sole discretion, and may be reduced or revoked by CFI at any time, for any reason. As a condition for the continued extension of credit, Customer agrees to provide CFI with current credit information and their most recent annual financial statement within five (5) business days following request by CFI. CFI reserves the right to charge Customer a late payment fee at the rate of $5.00 or one and one-half percent (1.5%) of the amount due, whichever is greater, for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. CFI reserves the right to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection). Payments are first applied to finance charges and then to the oldest balance. Anticipation and cash discounts are not allowed. All payments must be made in U.S. dollars. CFI has the right of set-off and deduction for any sums owed by the Customer to CFI.
- If the Customer fails to make payment within thirty (30) days of invoice or fails to comply with CFI’s credit terms, or fails to supply adequate assurance of full performance to CFI within a reasonable time after requested by CFI (such time as specified in CFI's request), CFI may defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, and/or may, at its option, cancel all or any part of an unshipped order. If Customer fails to comply with these payment terms, CFI may, at its sole discretion, and without notice, immediately terminate any agreements it has with Customer. Upon such termination all amounts owed by Customer to CFI shall become immediately due and payable.
- CFI has the right, at any time and in its sole discretion, to immediately change the terms of any credit extended to Customer if: (i) there is a material change in Customer’s financial capability or creditworthiness; (ii) there is a change in control of Business Customer, defined as a sale of all or substantially all of the Business Customer’s assets or a change in ownership of more than 50% beneficial interest; or (iii) a trustee, receiver or examiner is appointed for Business Customer or its affiliates or subsidiaries or Business Customer’s plan of reorganization is confirmed by a U.S. Bankruptcy Court. “Change of Control” means any (x) sale, lease, or other disposition of all or substantially all of Business Customer’s assets; (y) transaction or series of related transactions (by stock sale or otherwise) in which any person or entity becomes the beneficial owner, directly or indirectly, of more than 50% of Business Customer’s voting control; or (z) merger or consolidation involving Business Customer. Additionally, Business Customer, and each of its subsidiaries and affiliates, agrees to provide to CFI proper authorization necessary for CFI to request any financial information from third parties.
- Business Customer hereby unconditionally guarantees payment as a primary obligor of, as provided herein, all purchases made by Business Customer, its subsidiaries and affiliates. Each of Business Customer’s subsidiaries and affiliates purchasing from CFI are jointly and severally liable for all purchases made by Business Customer and its subsidiaries, and Customer is also acting as agent for such subsidiaries and affiliates. Business Customer further agrees to defend, indemnify and hold harmless CFI from any and all claims, injuries, damages, losses or suits, including, without limitation, attorneys’ fees and costs, arising out of, or in connection with any attempt to disgorge or recover payments to CFI made on behalf of Business Customer by a subsidiary and affiliate on the grounds that such payment was improper, unauthorized, or constituted a fraudulent transfer.
- PRICES
- FREIGHT POLICY
- Prices stated are F.O.B. origin, freight prepaid to destination specified in the order. CFI charges a shipping and handling fee, (which includes internal handling and related costs), on each order which is applied at time of order and reflected on Customer's invoice. Receipts for shipping and handling charges will not be furnished. Other terms and conditions may apply for other than standard ground delivery ("Other Freight Services"), including without limitation, expedited same day delivery, less than truckload (LTL) shipments, air freight, freight collect, export orders, hazardous materials, Customer's carrier, shipments outside the contiguous U.S., special handling by the carrier or other specialized freight services. Any charges incurred for Other Freight Services must be paid by Customer. Fuel surcharges and other surcharges may be applied. Title and risk of loss pass to Customer upon tender of shipment to the carrier. If the product is damaged in transit, Customer's only recourse is to file a claim with the carrier.
- PRODUCT WARRANTY POLICY AND DISCLAIMERS
- WARRANTY DISCLAIMER AND LIMITATIONS OF LIABILITY
- ALL MERCHANDISE IS PROVIDED ON AN “AS-IS” BASIS. CFI SALES, INC. MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. MERCHANDISE MAY BE COVERED BY A MANUFACTURER’S WARRANTY; IF THE MERCHANDISE FAILS AND IS COVERED BY THE MANUFACTURER’S WARRANTY, CFI SALES, INC. WILL ASSIST CUSTOMER IN GETTING WARRANTY ADJUSTMENTS FROM THE MANUFACTURER. USE OF THE MERCHANDISE IS AT CUSTOMER’S SOLE RISK. CUSTOMER HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS, TO THE FULLEST EXTENT PERMITTED BY LAW, CFI SALES, INC. AND ITS AFFILIATED OR SUBSIDIARY COMPANIES, AND EACH OF THEIR OFFICERS AND/OR DIRECTORS, REPRESENTATIVES, AGENTS OR EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, EXPENSES OR LIABILITIES, INCLUDING REASONABLE ATTORNEY’S FEES AND EXPENSES, DUE TO, CONNECTED WITH, ARISING OUT OF, OR IN ANY MANNER RELATED TO, CUSTOMER’S PURCHASE AND/OR USE OF THE LISTED MERCHANDISE OR SERVICE. ALL SALES ARE FOB ORIGIN, UNLESS OTHERWISE STATED ON THIS INVOICE. CUSTOMER IS RESPONSIBLE FOR CHECKING PSI INFLATIONS OF ALL ASSEMBLIES AND RE-TORQUEING LUG NUTS AFTER 50 MILES/ 10 HOURS OF SERVICE, WHICHEVER COMES SOONER.
- WARRANTY ON RETREAD TIRES MANUFACTURED BY CFI SALES, INC.
- WARRANTY ON UNDERCARRIAGE WHEELS MANUFACTURED BY CFI SALES, INC.
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Track undercarriage wheels produced by CFI are warranted by CFI against defects in the materials and workmanship for a period of 1 year from the date of invoice unless otherwise stated. Provided that CFI accepts the product for return during the limited warranty period, CFI may, at its discretion, (i) Repair; (ii) Replace; or (iii) Refund the amount paid by the customer. Customer must return the product to the appropriate CFI branch, as directed by CFI, shipping costs prepaid. CFI repair, replacement, or refund amounts paid by customer for the product, shall be customer’s sole and exclusive remedy.
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- WARRANTY DISCLAIMER AND LIMITATIONS OF LIABILITY
- RETURN POLICY
- If certain conditions are met, CFI allows products to be returned within 30 days of the invoice date. Proof of purchase from CFI is required for all returns. Product returns may be denied or made subject to restocking fees and other charges by CFI.
- Products sold on a “Final Sale” basis cannot be returned.
- Only product originally purchased from CFI will be eligible for return. Obsolete and blemished products will be accepted at CFI’s discretion.
- SHIPPING, LABELING, ORDER-ENTRY AND PRODUCT DEFECTS:
- Contact your sales representative for a Return Merchandise Authorization number. This number must be clearly written on the returning tire with a tire-marking crayon. Returns of merchandise under this section will be accepted with no handling or freight charges if returned within 30 days of original delivery to Customer. If returned merchandise is deemed not to meet one of the above conditions, the Customer will be charged for return freight and a 15% restocking fee.
- ALL OTHER RETURNS:
- Products returned for any other reason must be current, clean, first class product in unused, saleable condition. CFI reserves the right to refuse a return if, in its sole discretion, it does not meet this condition. All used/takeoff product must be returned in the same condition it originally shipped out from CFI. All products received for reasons other than those outlined above must have written approval from Departmental Sales Manager to receive credit – a 15% restocking fee will apply.
- 1. Prior to returning product, Customer must obtain a Return Merchandise Authorization (RMA) number from their sales representative. This RMA number must be written on the tire with a tire marking crayon.
- 2. Customer is responsible for transportation charges for returns.
- 3. If returned product is not in clean, first class, saleable condition, CFI will deduct an additional 10% to clean the product or 20% to paint the product before returning it to stock.
- Products returned for any other reason must be current, clean, first class product in unused, saleable condition. CFI reserves the right to refuse a return if, in its sole discretion, it does not meet this condition. All used/takeoff product must be returned in the same condition it originally shipped out from CFI. All products received for reasons other than those outlined above must have written approval from Departmental Sales Manager to receive credit – a 15% restocking fee will apply.
- IMPORTANT NOTE: CFI’s distribution centers are instructed not to accept ANY returned tires or wheels without a Return Merchandise Authorization (RMA) number to ensure that returned tires are properly credited to the correct account in a timely manner.
- Final Sale Products.
- Products sold on a “Final Sale” basis include:
- Custom items
- Special order items
- Items Marked “Non-Cancellable”, “Non-Returnable” and/or “Non-Adjustable”
- Products sold on a “Final Sale” basis include:
- PRODUCT INFORMATION
- CATALOG/WEBSITE INFORMATION.
- CFI is a distributor of products. Information about the products in the CFI catalog or web site is provided by the manufacturers and/or suppliers. Product depictions in the catalogs and websites are for illustrative purposes only. Possession of, or access to, any CFI catalog, literature or websites does not constitute the right to purchase products. CFI reserves the right to revise publishing errors in its catalogs or any of its websites. Despite our efforts, occasional pricing errors may occur in the CFI catalogs and websites, and CFI reserves the right to correct or change such pricing errors without notice. CFI further reserves the right to cancel any and all orders resulting from such pricing errors, even if Customer has received an order confirmation from CFI.
- PRODUCT COMPLIANCE AND SUITABILITY
- It is Customer's responsibility to review the product application and all applicable laws, codes, and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant
PRODUCT SUBSTITUTION.
Products and/or country of origin may be substituted and may not be identical to descriptions and/or images published in the catalog or on the website.
- It is Customer's responsibility to review the product application and all applicable laws, codes, and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant
- SAFETY DATA SHEETS.
- Safety Data Sheets (“SDS”) for OSHA defined hazardous substances are supplied by the manufacturers and/or suppliers. CFI MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE INFORMATION IN ANY SDS. CUSTOMER END USER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT. Send SDS requests to CFI by mail at 1701 E. Euclid Ave. Des Moines, IA 50313, or call 1-855-855-8980.
- CALIFORNIA PROPOSITION 65.
- The State of California requires that certain warnings be given concerning products which contain chemicals subject to Proposition 65. A complete list of Proposition 65 regulated chemicals is available at www.oehha.ca.gov. For identification of products which contain a chemical subject to Proposition 65, please send a request to CFI by mail at 1701 E. Euclid Ave. Des Moines, IA 50313, or call 1-855-855-8980.
- CATALOG/WEBSITE INFORMATION.
- GENERAL TERMS
- ELECTRONIC DATA INTERCHANGE.
- If CFI and Business Customer mutually agree to use an Electronic Data Interchange (“EDI”) system to facilitate purchase and sale transactions, Business Customer agrees that it will not contest: (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. CFI and Business Customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use reasonable security procedures to protect EDI records from improper access. In the event of a conflict, the business records maintained by CFI regarding EDI purchases made by Business Customer shall be deemed to be conclusive.
- THIRD PARTY PAYMENT PROVIDER.
- If Business Customer elects to use a third party payment system provider (“Third Party Provider”) and CFI is charged fees by the Third Party Provider, CFI reserves the right to seek reimbursement from Business Customer for any and all costs paid to the Third Party Provider for the transfer of funds, retrieval of payment detail, or any other purpose from the Third Party Provider.
- INTELLECTUAL PROPERTY.
- Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights (“IP”) reserved by CFI, or any IP owned by manufacturers and/or suppliers to CFI. All materials contained in CFI catalogs or on its web sites are subject to the ownership rights of CFI and its manufacturers and/or suppliers. Customer shall have no right to copy or use any IP of CFI or its manufacturers and/or suppliers without CFI's permission.
- INDEPENDENT CONTRACTORS.
- CFI and Customer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer does not have the right to bind or otherwise obligate CFI in any manner, nor may Customer represent to anyone that it has the right to do so.
- SOURCED PRODUCT.
- CFI may procure product not available through CFI catalogs or available on www.cfitire.com for a Customer from other sources (“Sourced Product(s)”). Sourced Product is priced according to current market conditions on a per order basis and is shipped F.O.B. origin with freight and handling fee paid by CFI and charged to Customer. Sourced Product may not be returned without a return merchandise authorization issued by CFI, and no cancellations, refunds or credits are allowed without CFI’s prior approval. CFI, at its sole discretion, may withhold the issuance of such authorization. A restocking fee will apply for any returned Sourced Product. CFI'S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO SOURCED PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE SOURCED PRODUCT WILL BE CUSTOMER'S SOLE REMEDY.
- CUSTOM PRODUCT.
- CFI may offer products manufactured or assembled to Customers specifications (“Custom Product(s)”). CFI is not responsible for verifying or confirming the accuracy of specifications provided by Customer to CFI for Custom Products. CFI'S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO CUSTOM PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE CUSTOM PRODUCT WILL BE CUSTOMER'S SOLE REMEDY, AND ALL OTHER WARRANTIES ARE DISCLAIMED UNDER SECTION I.C.,1,2,3 ABOVE. All Custom Products are sold on a “FINAL SALE” basis only, and no cancellations, returns, refunds or credits are allowed.
- CANCELLATION.
- All product order cancellations, if not prohibited above, must be approved by CFI, and may be denied or subject to restocking fees and other charges.
- FORCE MAJEURE.
- CFI shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of CFI in the conduct of its business.
- ASSIGNMENT.
- Customer shall not assign any order, or any interest therein, without the prior written consent of CFI. Any actual or attempted assignment without CFI's prior written consent shall be void and shall entitle CFI to cancel such order upon notice to Customer.
- NO THIRD PARTY BENEFIT.
- The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.
- WAIVER, CHOICE OF LAW AND VENUE.
- The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Iowa, excluding its conflict of law rules, and to the extent allowed under these terms and conditions, both CFI and Customer agree that venue shall be proper either in the District Court for Polk County, Iowa or the federal court for the Northern District of IOWA.
- SEVERABILITY.
- If any portion of these terms and conditions is found to be invalid or unenforceable, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.
- MODIFICATION OF TERMS.
- CFI’s acceptance of any order is subject to Customer’s assent to all of the terms and conditions set forth herein. Customer's assent to these terms and conditions shall be presumed from Customer's receipt of CFI’s acknowledgment, or from Customer’s acceptance of all or any part of the products ordered. No additions or modifications of CFI’s terms and conditions by Customer shall be binding upon CFI, unless agreed to in writing by an authorized representative of CFI. If a purchase order or other correspondence submitted by Customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in CFI’s acknowledgment, CFI’s fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by Customer, and will not constitute a waiver by CFI of any of the terms and conditions contained herein or in CFI’s acknowledgment. CFI reserves the right to accept or reject any order.
- AUTHORIZATION.
- Business Customers represent that any person accepting these Terms of Sale on behalf of the Business Customer is authorized to do so and that all employees and representatives of the Business Customer who access www.cfitire.com or any other CFI website or application on behalf of the Business Customer or otherwise purchase products from CFI on behalf of Business Customer have the legal right, and are duly authorized, to make such purchases and further authorized to enter into agreements relating to the purchase of products or services or to obtain pricing or discounts from CFI on behalf of Business Customer. Business Customers hereby agree to indemnify and hold CFI harmless against any breach of this representation.
- ELECTRONIC DATA INTERCHANGE.
ADDITIONAL TERMS AND CONDITIONS
RELATED TO THE PERFORMANCE OF SERVICES BY CFI OR OTHER PROVIDERS
IN ADDITION TO THE STANDARD TERMS AND CONDITIONS IN SECTION I, PERFORMANCE OF SERVICES WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS (“ADDITIONAL SERVICE TERMS”). SERVICES MAY BE PERFORMED BY: (i) CFI, ITS SUBSIDIARIES, AFFILIATES OR SUBCONTRACTORS (“CFI”); OR THIRD-PARTY SERVICE PROVIDERS ENGAGED BY CFI ("THIRD-PARTY PROVIDERS"). FOR PURPOSES OF THIS SECTION II, “SERVICE PROVIDER” REFERS TO EITHER CFI OR A THIRD-PARTY PROVIDER DEPENDING UPON WHICH OF THEM IS PERFORMING SERVICES, AND “SERVICE PROVIDER PERSONNEL” REFERS TO PERSONNEL OF SUCH SERVICE PROVIDER.
THE TERMS AND CONDITIONS CONTAINED IN THIS SECTION II ARE EXTENDED SOLELY BY THE SPECIFIC SERVICE PROVIDER PERFORMING SERVICES, AND ANY OBLIGATIONS CONTAINED IN THIS SECTION II DO NOT APPLY TO ANY OTHER SERVICE PROVIDER REFERENCED IN THE FOREGOING PARAGRAPH. A THIRD-PARTY PROVIDER MAY REQUIRE BUSINESS CUSTOMER TO EXECUTE ADDITIONAL CONTRACTUAL DOCUMENTS PRIOR TO THE PERFORMANCE OF SERVICES, WHICH DOCUMENTS MAY MODIFY THE TERMS BETWEEN BUSINESS CUSTOMER AND SUCH THIRD-PARTY PROVIDER AS SET FORTH IN THIS SECTION II.
IN THE EVENT OF A CONFLICT BETWEEN THE STANDARD TERMS AND CONDITIONS IN SECTION I AND THE ADDITIONAL SERVICE TERMS IN SECTION II, THE ADDITIONAL SERVICE TERMS IN SECTION II SHALL PREVAIL FOR THE PERFORMANCE OF SERVICES.
- LIMITED SERVICES WARRANTY
- ALL SERVICES WILL (i) BE PERFORMED IN A WORKMANLIKE MANNER; (ii) CONFORM TO THE SPECIFICATIONS (IF ANY) PROVIDED BY THE SERVICE PROVIDER IN A STATEMENT OF WORK; AND (iii) BE WARRANTED FOR A PERIOD OF THIRTY (30) DAYS AFTER PERFORMANCE OF SERVICES (“LIMITED WARRANTY PERIOD”). IF SERVICES ARE IMPROPERLY PERFORMED AND BUSINESS CUSTOMER NOTIFIES THE SERVICE PROVIDER OF THE IMPROPERLY PERFORMED SERVICE DURING THE LIMITED WARRANTY PERIOD, THEN THE SERVICE PROVIDER WILL RE-PERFORM THOSE SERVICES, IN WHOLE OR IN PART, AS NECESSARY TO CURE THE PARTICULAR BREACH, OR AT THE SERVICE PROVIDER’S SOLE OPTION, REFUND THE AMOUNT PAID BY BUSINESS CUSTOMER FOR THE SERVICES DIRECTLY ATTRIBUTABLE TO THE PARTICULAR BREACH. THE SERVICE PROVIDER’S RE-PERFORMANCE OR REFUND OF AMOUNTS PAID BY BUSINESS CUSTOMER FOR THE SERVICE DIRECTLY ATTRIBUTABLE TO THE PARTICULAR BREACH SHALL BE BUSINESS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY
- WARRANTY DISCLAIMER AND WAIVER FOR SERVICES.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION II FOR SERVICES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND THE SERVICE PROVIDER DISCLAIMS, AND BUSINESS CUSTOMER WAIVES, ALL OTHER WARRANTIES FOR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. THE WARRANTIES SET FORTH IN THIS SECTION II ARE EXPRESSLY CONDITIONED UPON THE USE OF THE SERVICES FOR THEIR INTENDED PURPOSE AND SHALL NOT APPLY TO SERVICES WHICH HAVE BEEN SUBJECT TO MODIFICATION BY BUSINESS CUSTOMER OR ANY THIRD PARTY.
- LIMITATION OF LIABILITY.
- CFI AND THIRD-PARTY PROVIDERS EXPRESSLY DISCLAIM ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES IN THE PERFORMANCE OF SERVICES. THE LIABILITY OF CFI OR ANY THIRD-PARTY PROVIDER PERFORMING SERVICES IN ALL CIRCUMSTANCES IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE FOR THE PERFORMANCE OF THE PORTION OF SERVICES THAT GIVES RISE TO ANY PARTICULAR LIABILITY.