STANDARD TERMS AND CONDITIONS OF SALE
These terms and conditions of sale (“Agreement”) are applicable to any order placed with and accepted by Us (referred to herein as “Supplier”):
SCOPE OF AGREEMENT. Supplier, upon acceptance of an Order placed by Buyer, will supply the products and services specified in the Order (the “Work”) to Buyer, pursuant to the terms and conditions of this Agreement and its exhibits and Supplier’s acceptance of such order submitted by Buyer is expressly limited to the terms and conditions of this Agreement notwithstanding any contrary provision contained in Buyer’s purchase orders, invoices, acknowledgements or other documents. The details of the Work (e.g. quantity, price, and product specifications) shall be set forth in the relevant Order.
PRICE AND TERMS. (a) The prices payable by Buyer for goods and services to be supplied by Supplier under this Agreement will be specified in the applicable Order. Unless otherwise expressly stated in an Order, all prices exclude shipping and taxes. (b) Payment terms are net thirty (30) calendar days from the date of the invoice. If Buyer does not pay an invoiced amount within terms, Buyer will in addition pay finance charges of one and one-half percent (1.5%) per month on the late balance and Supplier reserves the right to (1) withhold shipment of the Work until full payment is made; and/or (2) revoke any credit extended to Buyer. In the event that Buyer’s account is more than ninety (90) days in arrears, Buyer shall reimburse Supplier for the reasonable costs, including attorney’s fees, of collecting such amounts from Buyer. In the event of any dispute regarding an invoice, no finance charges will apply in the event that Buyer provides written notice of the dispute prior to the due date for such payment. (c) Upon reasonable request by the Supplier, Buyer shall provide copies of its most recent audited financial statements or other reasonable evidence of its financial capacity and such other information as Supplier reasonable requests to determine credit status or credits limits. (d) Buyer shall provide notice within five (5) business days of the occurrence of any event which materially affects Buyer’s ability to perform its obligations under this Agreement including but not limited to: (i) the material default of any supplier or sub-contractor; (ii) labor strike or dispute; or (iii) material uncured default with respect to any debt obligations of Buyer. (e) Pricing schedules (whether attached to this Agreement or an Order) are subject to change upon a change in the price of applicable raw materials (as reflected on a recognized trade or commodity pricing tracker) in excess of five percent (5%) from the date of such schedule. (f) Unless otherwise specified in the Order, Work will be delivered FOB Supplier’s manufacturing facility and will be shipped to Buyer via carriers selected by Supplier.
BUYER MATERIALS AND DATA. (a) Buyer represents and warrants that any matter it furnishes for performance of services by Supplier (i) does not infringe any copyright or trademark or other Intellectual Property Rights of any third party; (ii) is not libelous or obscene; (iii) does not invade any persons right to privacy; and (iv) does not otherwise violate any laws or infringe the rights of any third party. (b) Buyer warrants that it has the right to use and to have Supplier use on behalf of Buyer any data provided to Supplier or its Affiliates by Buyer including specifically customer names, identifying information, addresses and other contact information and related personal information (“Data”). Buyer further warrants that it will designate on the applicable Order if Data provided pursuant to that Order is subject to HIPAA, Gramm-Leach-Bliley or other statutes providing enhanced data protection or requiring enhanced data security procedures.
INVENTORY. In the event any inventory is maintained by the Supplier on behalf of Buyer, the applicable Addendum(s) (Addendum 1 and/or Addendum 2) incorporated herein shall apply.
CONFIDENTIAL INFORMATION. Any information that parties receive or otherwise have access to incidental to or in connection with this Agreement (collectively, the “Confidential Information”), shall be and remain the property of the disclosing party. Confidential Information shall not include information which: (i) was in the possession of the Receiving Party at the time it was first disclosed by the Disclosing Party; (ii) was in the public domain at the time it was disclosed to the Receiving Party; (iii) enters the public domain through sources independent of the Receiving Party and through no breach of this provision by the Receiving Party; (iv) is made available by the Disclosing Party to a third party on an unrestricted, non-confidential basis; (v) was lawfully obtained by the Receiving Party from a third party not known by the Receiving Party to be under an obligation of confidentiality to the Disclosing Party; or (vi) was at any time developed by the Receiving Party independently of any disclosure by the Disclosing Party. Confidential Information may be used to the extent necessary to perform this Agreement and the parties shall not disclose Confidential Information to any third party, except to its agents (who have executed confidentiality agreements containing terms substantially similar to the terms) as necessary to provide the Work hereunder. In no event shall Buyer acquire any right, title or interest in and to any product or process information, including related know how, either existing or developed during the course of the business relationship with Supplier and Buyer, and in no event shall Supplier acquire and right, title, or interest in and to any materials or information provided to it by Buyer.
INDEMNIFICATION. The indemnifying party, as Indemnitor, shall indemnify, defend and hold harmless the indemnified party, as Indemnitee, its officers, directors, employees, agents, subsidiaries, and other affiliates from and against any and all claims, damages, liabilities, and expenses (including attorney fees) arising from any third-party claim based on Indemnitor’s (or its agent’s) breach of any representation, warranty, covenant, agreement, or obligation under the Order or this Agreement , or Indemnitor’s (or its agent’s) grossly negligent and/or willful acts in carrying out its obligations under the Order or the Agreement, provided that in no event shall Supplier be responsible for any claims arising out of its compliance with instructions, requirements, or specifications provided by or required by Buyer (including the use of information, artwork, logos, and/or trademarks provided by Buyer). Neither party will be responsible for indemnifying another party hereto where the basis of the indemnity claim arises out of such other party’s own negligence or willful misconduct. In order to avail itself of this indemnity provision, Indemnitee shall promptly provide notice to Indemnitor of any such claim, tender the defense of the claim to Indemnitor, and cooperate with Indemnitor in the defense of the claim. Indemnitor shall not be liable for any cost, expense, or compromise incurred or made by Indemnitee in any legal action without the Indemnitor’s prior written consent.
BREACH. In addition to all other rights to which a party is entitled under this Agreement, if either party breaches any term of the Order or the Agreement, the non-breaching party shall have the right to: (a) terminate the Order immediately upon written notice to the other party; and (b) seek to obtain injunctive relief to prevent such breach or to otherwise enforce the terms of this Agreement. Failure to properly demand compliance or performance of any term of the Order or this Agreement shall not constitute a waiver of Supplier’s rights hereunder and prior to any claim for damages being made for non-conformance or breach, Buyer shall provide Supplier with reasonable notice of any alleged deficiencies in the Work or performance under the Order or this Agreement and Supplier shall have a reasonable opportunity to cure any such alleged non-conformance or breach.
Warranty. Supplier warrants within 90 days from the date of original purchase that the product will reasonably conform to specifications in all material respects. If applicable and at Supplier’s option, Supplier may provide Buyer with an on-line printing proof for Buyer approval. If a proof has been provided, once Buyer approves a proof, Buyer will be liable for all fees associated with the order, as specified in the Order. If Buyer supplies Supplier stock or items for imprinting as part of the Order, Supplier is not responsible for issues related to the quality of the stock or items for imprinting. Supplier will not provide refunds for any Work conforming to specifications in all material respects. Other than the warranties set forth in this section, Supplier makes no warranty of any kind, expressed or implied or otherwise whatsoever, that the services performed or any items produced will be merchantable or fit for any particular purpose or use. In the event of any breach of any warranty specified in this provision, Buyer’s exclusive remedy shall be that Supplier shall, at its option, repair or replace any defective goods at no cost to Buyer or refund any purchase price paid for such Work.
Limited Warranty to Consumers: The following warranties apply only to parties who purchase the products directly from Seller or from an authorized vendor of Seller (“Consumers”). Subject to the limitations set forth below, Seller warrants within 90 days from the date of original purchase that the products will be free from defects in material and workmanship (“Defects”) under normal use and regular service and maintenance for the period set forth in the then current applicable Seller Limited Warranty included in the product packaging (“Limited Warranty”). Upon the resale of any of Seller’s products by Buyer, the sale terms shall limit Seller’s liability to Consumers to the Limited Warranty and Seller’s aggregate liability to Buyer and the Consumers shall not exceed the amount of the purchase price paid for the products. Seller makes no warranties regarding the installation of the products, and will not be liable in the event of a defect or malfunction arising from installation of the products. Seller does not warrant and shall have no obligation with respect to any product which (i) has been repaired or altered by someone other than Seller or an authorized vendor of Seller; (ii) has been subject to misuse, abuse, neglect, intentional misconduct, accident, Buyer or third party negligence, unauthorized modification or alteration, use beyond rated capacity, commercial or business use, a Force Majeure, or improper, or a lack of, maintenance; (iii) has failed due to ordinary wear and tear beyond the warranty period; or (iv) has been exposed to adverse operating or environmental conditions. Seller disclaims all responsibility for, and shall not be liable for, any loss, damage or injury to persons or property arising out of, connected with, or resulting from the use of products, either alone or in combination with other products/components. All warranties described in these Terms and Conditions expire if notice of a Defect is not received by Seller on or before the third day after the expiration of the applicable warranty period.
SUBJECT TO APPLICABLE LAW, SELLER MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO THE PRODUCTS INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AGAINST INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. ALL IMPLIED WARRANTIES OF MERCHANTABILITY, USAGE OF TRADE AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY CABLETEC® AND EXCLUDED.
Remedies and Limitation of Remedies and Liability: Seller shall remedy a Defect in a product (a) with respect to Buyer, upon rejection of the product by Buyer for such Defect, and (b) with respect to Consumers, within the applicable warranty period, by in either case, at Seller’s option, either (i) adjusting, repairing or replacing the product and/or any affected portion of the product or (ii) providing a refund of the purchase price paid for the product. Buyer and the Consumer assume all responsibility and expense for removal, reinstallation and freight charges (both for return and delivery of new parts) in connection with the foregoing remedy. Seller shall have the right to use or dispose of items replaced by, or returned to, Seller.
IT IS UNDERSTOOD AND AGREED THAT SELLER’S LIABILITY HEREUNDER OR IN CONNECTION WITH THE MANUFACTURE, SALE, OR USE OF THE PRODUCTS DESCRIBED HEREIN, WHETHER IN CONTRACT, IN TORT, FOR INFRINGEMENT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID FOR SUCH PRODUCT. UNDER NO CIRCUMSTANCES SHALL CABLETEC® BE LIABLE FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF ANTICIPATED PROFITS, LOSS OF USE OF THE PRODUCTS, COST OF SUBSTITUTE PRODUCTS, OR DOWNTIME). THE PRICE STATED FOR THE PRODUCTS IS CONSIDERATION FOR LIMITING CABLETEC®’S LIABILITY. ANY OTHER REMEDY AGAINST CABLETEC® OR LIABILITY OF CABLETEC® TO BUYER OR A CONSUMER IS HEREBY EXPRESSLY DISCLAIMED AND WAIVED BY BUYER.
General Provisions: Seller is not responsible for compliance with any applicable laws and regulations relating to the operation, installation or use of the products, which shall be the sole responsibility of Buyer or Consumer. Seller shall own all right, title and interest in all inventions, developments, improvements or modifications of, and any other intellectual property rights relating to, its products and Buyer shall not obtain any right therein or title thereto pursuant to the Agreement. No assignment of the duties and obligations under the Agreement shall act as a novation of those duties and obligations. There are no third party beneficiaries of the Agreement. Except as otherwise expressly contemplated in “Acceptance and Governing Terms” above, the Agreement supersedes all other communications, negotiations and prior oral or written statements regarding the subject matter of the Agreement. No usage of trade, course of dealing or performance, or amendment, modification, or waiver of any provision of the Agreement, shall be binding upon Seller unless made in writing and signed by a duly authorized representative of Seller. No waiver of any breach, default, right or remedy shall be effective with respect to any other (or the continuation of any) breach, default, right or remedy.
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER FOR INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY FOR SUCH DAMAGES AND VENDOR’S TOTAL LIABILITY FOR DAMAGES UNDER THIS AGREEMENT AND THE ORDER SHALL BE LIMITED TO THE TOTAL FEES DUE HEREUNDER FOR THE INVOICE UPON WHICH A CLAIM IS BASED.
NOTICE. Any notice sent pursuant to the Order or this Agreement shall be sent by certified mail, return receipt requested, or by overnight mail to the addresses on the Order or to such address as either party may in the future designate. A copy of any notice to Supplier shall be also sent to General Counsel, 1744 Forrest Way, Carson City NV 89706, together with a copy this Agreement. Notices shall be effective upon receipt.
ASSIGNMENT. Except as otherwise provided, the Order and this Agreement shall be binding upon and inure to the benefit of the parties’ successors and lawful assigns.
STATUS. Buyer and Supplier are separate entities. Nothing in the Order or this Agreement shall be construed as creating an employer-employee or joint venture relationship.
COMPLIANCE WITH LAW. Each party shall comply with all state, federal and local laws and regulations applicable to its performance hereunder.
Applicable Law and Venue: The Agreement shall be governed exclusively by the laws of the State of Nevada, USA, without giving effect to its conflict of laws rules. Buyer and Seller consent to the exclusive jurisdiction of the state and federal courts in the County of Carson City, Nevada USA, and waive any objection to venue or inconvenient forum for any litigation brought in any such court. Buyer agrees that any order or judgment rendered by a trial court (or appellate court) as provided for in the preceding sentence shall be recognized as a valid and binding order or judgment by the courts, tribunals and governmental authorities of any other country or jurisdiction in which the Buyer is operating or owns property (collectively, together with any political subdivisions thereof, the “Applicable Jurisdictions”), shall be recognized as binding upon and fully enforceable against Buyer in the Applicable Jurisdictions, and may be fully and validly enforced against Buyer and the assets and properties of Buyer in the Applicable Jurisdictions as if it had been rendered by a court, tribunal or other governmental authority of competent jurisdiction in the Applicable Jurisdictions. The application of the United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods to the Agreement are expressly excluded.
Force Majeure. Neither party shall be liable for any failure to perform or delay in performance of this Agreement to the extent that any such failure arises from acts of God, war, civil insurrection or disruption, riots, government act or regulation, strikes, lockouts, labor disruption, cyber or hostile network attacks, inability to obtain raw or finished materials, inability to secure transport, or any cause beyond such party’s commercially reasonable control.
SURVIVAL. In the event any provision of the Order or this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of the Order or this Agreement will remain in full force and effect. All sections herein relating to payment, ownership, confidentiality, indemnification and duties of defense, representations and warranties, waiver, waiver of jury trial and provisions which by their terms extend beyond the Term shall survive the termination of the Order and this Agreement.
Customer Owned Inventory
Supplier may, from time to time, house materials or inventory owned by Customer (“Customer Materials”) at its facility (“Supplier Facility”) in order for Supplier to perform services for Customer and Customer and Supplier desire to agree to the terms and conditions upon which Supplier will store such Customer Materials. Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
Customer agrees to pay the storage and other fees associated with Supplier’s storage, inventorying and warehousing of the Customer Materials (“Customer Materials Warehouse Storage Fees”). If applicable.
Upon Supplier’s receipt of Customer Materials, Customer agrees that it shall bear all and insure against all risk of loss at all times while such Customer Materials are located at the Supplier Facility or while such Customer Materials are under the direction and control of Supplier. Unless caused by the gross negligence or willful misconduct of Supplier, in no event shall Supplier be liable for any loss or damage to the Customer Materials.
In the event there is no order or de minimus activity related to the Customer Materials for a period of twelve (12) months or upon expiration or termination of this Agreement, Supplier will use reasonable efforts to notify Customer of any such Customer Materials which remain under Supplier’s direction or control and, unless otherwise agreed to in writing by both parties, Customer shall accept C.O.D. return shipment of all such remaining Customer Materials. In the event such Customer Materials are returned to Supplier, Customer shall remain liable for all costs related to the shipment of such Customer Materials and Supplier shall have the right to destroy, resell or otherwise dispose of such Customer Materials and Customer shall be liable for all costs and expenses related thereto, including but not limited to all costs of shipment, destruction, resale, enforcement of and collection under this Agreement, including reasonable attorneys’ fees.
This Addendum shall remain in effect until such time as Supplier is no longer in possession or control of any Customer Materials provided that either party may terminate this Addendum immediately for cause upon written notice, which notice will include a ten (10) business day opportunity to cure. Either party may terminate this Addendum for convenience upon sixty (60) days written notice to the other party.
Supplier Owned Inventory
Supplier may, from time to time, purchase materials and/or inventory on Customer’s behalf (“Supplier-Managed Inventory”) and such Supplier-Managed Inventory shall be stored at Supplier’s facility (“Supplier Facility”) in order for Supplier to perform services for Customer. Customer and Supplier desire to agree to the terms and conditions upon which Supplier will warehouse and store such Supplier-Managed Inventory. Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
Customer agrees to pay the storage fees associated with Supplier’s storage, management and inventorying of the Supplier-Managed Inventory (“Supplier-Managed Inventory Warehouse Storage Fees”). If applicable.
In the event there is (a) a de minimus or no order activity related to the Supplier-Managed Inventory for a period of twelve (12) or more months; (b) upon the expiration or termination of this Addendum; or (c) the expiration of termination of the Agreement between the parties to which the Supplier-Managed Inventory is addressed or the subject of, Supplier will use reasonable efforts to notify Customer of any such Supplier-Managed Inventory which remains under Supplier’s possession, direction or control and, unless otherwise agreed to in writing by both parties, Supplier shall invoice Customer for such Supplier-Managed Inventory and payment shall be due within thirty (30) days of the invoice date. For amounts owed which are more than thirty (30) days past due, Supplier may charge Customer interest in the amount of one and a half percent (1 ½%) per month or the maximum rate permitted by law. Upon receipt of payment from Customer, Customer shall accept C.O.D. return shipment of all such remaining Supplier-Managed Inventory and shall be responsible for all other costs or expenses related to the return of such Supplier-Managed Inventory. Risk of loss of Supplier-Managed Inventory shall transfer to Customer upon shipment. In addition to all other remedies available to Supplier, in the event that Supplier does not receive full payment for the Supplier-Managed Inventory within sixty (60) days of the invoice date, Supplier shall have the right to destroy, resell or otherwise dispose of such Supplier-Managed Inventory and, in addition to the invoiced amount of the Supplier-Managed Inventory, Customer shall be liable for all costs and expenses related thereto, including but not limited to all costs of shipment, destruction, resale, enforcement of and collection under this Agreement, including reasonable attorneys’ fees.
This Addendum shall remain in effect until such time as Supplier is no longer in possession or control of any Supplier-Managed Inventory provided that either party may terminate this Addendum immediately for cause upon written notice, which notice will include a ten (10) day opportunity to cure. Either party may terminate this Addendum for convenience upon sixty (60) days written notice to the other party.
This Addendum constitutes and contains the entire agreement between the parties with respect to the storage, warehousing and inventorying of the Supplier-Managed Inventory. The parties acknowledge and agree that to the extent there is a conflict between any terms in this Addendum and any terms contained in the storage, warehousing and inventory provisions related to the Supplier-Managed Inventory contained in any other agreement executed by the parties, the terms related to such storage, warehousing and inventory of the Supplier-Managed Inventory contained therein, shall be governed by this Addendum and the terms contained herein shall prevail.
In order to become a distributor for Cabletec®, and receive the Distributor pricing, the following conditions must be met.
You agree to stock our product.
NO Drop shipments will be allowed. (Exceptions will be managed).
Provide copy of business license.
Provide a proof of distributorship (stocking locations, Resale number, website, etc.)
Make a single purchase at least once a year.
Must provide written purchase orders.
All orders are plus freight. We can ship on your account if you wish to provide it on order.
We will ship via UPS (up to 700 Lbs, pre-pay and add) unless otherwise specified on a purchase order.
Must create a Distributor account on our website to obtain current tier pricing.
Minimum order is case quantity preferred. (Exceptions will be managed).
May apply for Net 30 terms of payment.
In order to become a Re-seller for Cabletec®, and receive the Re-seller pricing, the following conditions must be met.
All of our products are boxed and shipped via common carrier within the United States. If you desire shipping to another country, please give us a call.
We use UPS as our preferred carrier and ordering online will default pricing based on our UPS shipping rates. If you want Fed Ex or another carrier, please call to place your order instead of ordering online. We will even use your account number if you provide one.
We will provide a tracking number on your invoice for your shipment.
All orders will be processed and shipped within 48 business hours unless we contact you stating otherwise.
If you are in the area and want to pick up your order, we can “will call” your purchase after receiving payment via credit card. Our hours and location are as follows:
1744 Forrest Way
Carson City, NV 89706
Mon through Fri – 7 AM to 2:30 PM PST
Our packaging materials (boxes and paper) are recyclable.
We will accept returns from our customers using the following guidelines.
Items must be returned within 30 days upon receipt and must have been stored indoors to reduce oxidation. Items must be unused and packaged appropriately to maintain a resalable condition.
There will be a 20 percent restock fee.
Any returned items will be returned at customer’s expense with a copy of the purchase receipt to:
1744 Forrest Way
Carson City NV 89706
If you do not have a copy of the purchase receipt, please call, we may have the records available to assist with your return request if you purchased directly from us. If you purchased from a Distributor you will need to contact them for the information.
We will only credit items that are manufactured by us.
Credit or refund will be disbursed upon receipt and inspection of returned goods.
All original shipping costs will NOT be refunded or credited.
Thank you for your cooperation!