Terms and Conditions of Sale


  1. By placing an order for products and services (the “Products”) from CP Direct, LLC (the “Company”), the Customer agrees to be bound by and subject to the Terms and Conditions of Sale set forth herein, along with the additional, detailed terms and conditions and policies of the Company available at https://cpdirectinc.com (the “Company Website”), to which Customer is also subject (collectively, the “Contract”). In the event of any provision of these Terms and Conditions of Sale conflicts with or differs from any provision in the terms and conditions on the Company Website, the terms and conditions on the Company Website shall prevail and govern for all purposes and in all respects. The price of Products does not include any taxes, fees, customs or duty charges or fees. Immediately upon receipt of Products, Customer shall inspect for any defects or non-conformity. Any claim relating to a Product shall be deemed waived unless made in writing and received by Company within thirty (30) days of Customer’s receipt of such Product. Customer hereby acknowledges and agrees that certain Products have been individually created for Customer’s specific needs and, therefore, may not be cancellable, exchanged or refunded.
  2. The Company will issue an invoice (“Invoice”) that sets forth all applicable fees and charges for the Products. The Invoice shall be due upon receipt and in no event later than the thirty (30) days from the Invoice date. Customer agrees to pay the Invoice promptly and in full and agrees that if payment is not made in full within thirty (30) days of the Invoice date, an interest charge may be added to the outstanding balance in an amount equal to One and One-Half percent (1.5%) per month until the Invoice is paid in full. Customer’s failure to pay any amount when due is a material breach of this Contract.
  3. In the event Customer is in breach of the Contract, including by reason of nonpayment of any Invoice(s) in full, Customer shall be liable to Company for payment of all costs and expenses incurred by Company or its affiliates in seeking collection of the amounts owed by Customer, including but not limited to the costs of collection agencies and reasonable attorneys’ fees incurred by Company or its affiliates. Company may, in addition to any other remedies which the Company may have under law or equity, elect to either suspend or terminate its obligations to perform any of its obligations, including providing any Product, and Customer shall immediately pay Company for all Products ordered up to the time of such election.
  4. Company shall not be liable to Customer for any loss or damage or deemed to be in breach or default by reason of its delay in the performance of, or failure to perform, any of its obligations hereunder if such delay or failure is caused by product or supply shortages or limitations, strikes, embargoes, war, acts of terrorism, riots, government rules, regulations, or orders, pandemics, natural disasters, floods, fires, earthquakes, or other acts of God, force of law, trade restrictions, or other events which arise from circumstances beyond the control of Company.
  5. Customer warrants that any designs, drawings, instructions or other material furnished or given by Customer to Company (the “Customer’s Material”), and used by Company in executing Customer’s order shall not (i) cause Company to violate or infringe on any patents, trade secrets, trade names, copyrights, logos, service marks, trademarks, or other intellectual property right of a third party, or (ii) contain any libelous or defamatory material or any material which Customer is not duly authorized to use. Customer agrees to defend, indemnify and hold harmless Company and its owners, members, managers, employees, agents, affiliates, successors and assigns (“Company Parties”) from and against any and all claims (including third party claims), demands, losses, costs, obligations, liabilities, damages, judgments and costs (including reasonable attorneys’ fees) resulting from (i) any breach of representation or warranty made anywhere in the Contract, or (ii) the assertion or claim that the Customer’s Material and/or Products containing or arising from Customer’s Material violates the rights of any third party, including but not limited to, intellectual property rights.. Company shall not be liable for any loss which Customer or the owner of the Customer’s Material may suffer by reason of loss, destruction, or damage to Customer’s Material, however caused, while in the possession or under the control of Company, and Company shall not be required to repair or replace any Customer’s Material or copies thereof.
  6. COMPANY MAKES NO WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, REGARDING ANY PRODUCT, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, NON-INFRINGEMENT, WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, WARRANTIES OF QUALITY AND ACCURACY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. In no event shall Company be liable to Customer for special, indirect, incidental, punitive, exemplary, or consequential losses or damages, howsoever arising under the Contract, whether based on contract, tort (including negligence), strict liability, or any other theory or form of action, and whether foreseeable or not, nor for any loss of sales, profits, or loss of revenue sustained by Customer. Further, in no event shall Company’s liability to Customer exceed the total amount paid to Company by Customer hereunder.
  7. Customer agrees not to use, disclose, divulge, reveal, recreate, reproduce, publish, or transfer to any person any and all Confidential Information of the Company, which term shall include any information not in the public domain, in any form, possessed by, used by, under the control of, emanating from, or otherwise relating to the Company.
  8. This Contract shall be interpreted, construed, and governed according to the laws of the State of Maryland, without regard to any otherwise applicable choice of law provisions. The Parties hereby consent to the exclusive jurisdiction in the State of Maryland and agree that the Courts situated in Prince George’s County, Maryland shall have exclusive jurisdiction over any issues regarding the Contract. The Parties agree to accept service of process pursuant to Maryland Rules and procedures. Subject to Section 3, in the event of any legal action arising hereunder or between the parties, the substantially prevailing party shall be entitled to an award of its costs and expenses (including but not limited to attorneys’ fees) to be paid by the non-prevailing party. Customer shall not be permitted to assign the Contract without the written consent of the Company. Company may assign the Contract at any time to an affiliate or in the event of a merger, consolidation, sale, or other transfer of all or substantially all of the assets or equity interest in the Company. The Contract shall be binding upon, and inure to the benefit of, Customer and Contractor, and their respective heirs, personal and legal representatives, legatees, trustees, executors, successors and assigns.

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