TERMS AND CONDITIONS OF SALE

1) Scope

The terms and conditions stated herein govern all sales of products or services. Unless otherwise agreed to in writing by seller's authorized agent, any terms and conditions contained in buyer’s purchase order or any other document that are different from or in addition to these terms and conditions are objected to, are rejected, and will not be binding on us. By placing an order for products from us, or by accepting delivery of the products described on the applicable packing slip, bill of lading and/or invoice received with the products, you agree to be bound by and accept these terms and conditions of sale.

2) Order Acceptance

a) Your receipt of an email or other form of order confirmation does not constitute our acceptance of your order or a confirmation of an offer to sell.
b) We reserve the right, without prior notification, to limit the order quantity on any item and/or refuse service to anyone.
c) All orders are subject to review and acceptance by us. Verification of information may be required prior to the acceptance of any order. Acceptance is designated by fulfilling the order.

3) Order Cancellation

a) Orders fully or partially processed by seller may not be cancelled by buyer.
b) Products not previously stocked as finished goods are both Non-Cancelable and Non-Refundable (“NC/NR”). NC/NR products include cable assemblies, special orders, custom orders, orders for non-standard products, products not customarily in stock, scheduled orders requiring special procurements, or orders for products requiring assembly or manufacturing activities prior to shipping (not stored in completed state) as well as purchased services such as special testing or product modifications.
c) In the event of cancellation or other withdrawal of an order for any reason and without limiting any other remedy as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges, which shall include all expenses then incurred and commitments made by seller, shall be paid by buyer. Buyer's requests to reschedule are subject to acceptance by seller in its sole discretion. Orders may not be rescheduled after the order has been submitted by seller to the shipment carrier.

4) Prices

a) Orders are billed at the prices (in US dollars) in effect at the time of shipment.
b) Prices will be as specified within seller's website or as stated in seller's quote. If no period is specified, quoted prices will be applicable for thirty (30) days.
c) The website contains the most current pricing and is the price reference for orders. Pricing included in the catalog is for reference only and final pricing is determined by the published website price.
d) Prices are subject to change without notice.
e) Prices are exclusive of taxes, impositions and other charges, including: sales, use, excise, value added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent's and broker's fees, bank fees, consular fees, document fees and import duties.

5) Terms of Payment

a) All payments must be in US Dollars, or will be converted to US Dollars using seller’s standard exchange rate at the time of purchase.
b) MasterCard, VISA, Discover, and American Express credit cards, purchase cards and major bank debit cards are accepted. Payment via net thirty (30) days is available to businesses, schools and agencies or as otherwise specified by seller subject to credit approval.
c) For International Orders, MasterCard, VISA, and American Express credit cards are accepted. Payment via open credit account with Net thirty (30) days may be established for companies having three U.S. references accepted to seller. Prepaid Wire Transfer: You can wire the funds to our bank. We will contact you with the total amount, which will include shipping charges and a $40 wire transfer fee. Orders will not be accepted until funds have been received in full and the Purchase Order (PO) has been received. Customer is responsible for sales, use, excise, value added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent's and broker's fees, bank fees, consular fees, document fees and import duties.

6) Taxes and Duties

a) Any taxes related to the products purchased are the responsibility of buyer (excluding taxes based on seller’s net income), unless buyer presents an exemption certificate acceptable to seller and the applicable taxing authorities. If any exemption certificate presented by buyer is held to be invalid, then buyer will pay seller the amount of the tax and any penalties and interest related thereto.
b) If possible, seller will bill taxes as a separate item on the invoice presented to buyer.
c) Sales tax will be charged on product cost and shipping & handling where applicable and required by law. Any sales tax due that is not collected by the seller is the responsibility of the buyer.
d) International orders may be subject to various taxes and duties in the country of destination, all of which are the responsibility of the buyer.

7) Shipping Costs

Shipping or freight charges and insurance will be paid by the buyer and added to the invoice or billed collect unless specifically stated in the quote or order confirmation based on seller practices or promotions.

8) Delivery and Title

a) Subject to seller's right of stoppage in transit, delivery of the Products to the carrier will constitute delivery to buyer and title and risk of loss will pass to buyer.
b) Seller will make reasonable efforts to initiate shipment and schedule delivery as close as possible to buyer's requested delivery date(s). Buyer acknowledges that delivery dates provided by seller are estimates only and that seller will not be liable for failure to deliver on such dates.
c) Selection of the carrier and delivery route will be made by seller unless specifically designated by buyer.
d) Seller reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle buyer to cancel any other installment(s). Delivery of any installment of products within thirty (30) days after the date requested will constitute a timely delivery. Delivery of a quantity that varies from the quantity specified shall not relieve buyer of the obligation to accept delivery and pay for the products delivered.

9) Limited Warranty

a) Products manufactured and/or branded by seller are warranted for a period of one year from time of delivery against defects in workmanship or materials or failure to operate as described in product data sheets under normal use. Alteration of the products, cases of misuse, acts of God, or damage cancels all warranties. Seller does not warrant these products, or any repaired or replacement parts, against normal wear and tear or normal environmental degradation.
b) Products manufactured by seller in accordance with buyer’s instructions or specifications provided by seller are warranted for a period of one year from time of delivery against defects in workmanship or materials only under normal use. Alteration of the products, cases of misuse, acts of God, or damage cancels all warranties. Seller does not warrant the products, or any repaired or replacement parts, against normal wear and tear or normal environmental degradation.
c) Products solely distributed by seller without alteration carry the warranty of the respective manufacturer only.
d) Seller reserves the right to repair, replace or refund any products that are returned under warranty, and such shall be seller’s sole liability, and buyer’s sole remedy, for any breach of the warranty in this Section 9.
e) This warranty applies to the original purchaser only and is not transferable.
f) This warranty does not cover damage incurred during shipment which is the responsibility of the freight shipping company.
g) Buyer will bear the costs of access, de-installation, re-installation and transportation of the products to seller and back to buyer. Seller will reimburse the costs of transportation to seller and bear the costs of returning the repaired product or sending replacement product to buyer if the product is found to be covered under warranty.
h) Any repair or replacement pursuant to this limited warranty will not extend the warranty period beyond the number of days required to process and return the repaired or replaced product. Warranty period extensions will not apply to repaired items which are not covered under warranty.
i) This limited warranty and remedies are expressly conditioned upon: (i) buyer’s payment of the purchase price in full, (ii) buyer giving written notice of the defect, reasonably described, to seller within ten (10) days of the time when buyer discovers or ought to have discovered the defect, (iii) the storage, installation, operation, use, and maintenance of the products in compliance with product instructions, (iv) the existence of proper records of buyer’s operation and maintenance of the products during the warranty period, (v) buyer providing seller with a reasonable opportunity to examine the products and the aforementioned records, and (vi) the absence of any unauthorized modification or repair of the products, including without limitation the removal or alternation of any serial numbers or product identifications.
j) THIS WARRANTY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESSED, IMPLIED OR STATUTORY. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE HEREBY DISCLAIMED.

10) Returns

a) Buyers wishing to return products must first obtain a Return Material Authorization (RMA) number from a Customer Service representative. Unauthorized returns will not be accepted at point of receipt. The RMA number must be printed on the outside of the package in order for it to be received and processed. Merchandise must be shipped prepaid.
b) Seller will determine appropriate remedies for returned items based on the product's limited warranty and circumstances of the return including a possible refund of purchase price, credit for future purchase, replacement, repair, return to buyer as-is, scrap with consent, and refund of shipping expenses.
c) Items stocked as finished goods and ordered in error must have a Return Material Authorization (RMA) number issued within 30 days of the original order. These parts are eligible for full credit only if the returned products and packaging are in mint and salable condition. A repackaging/restocking charge not to exceed 25% of the sale price may be charged on any products not returned unopened. Under no circumstances will credit be issued after 30 days from date of invoice or for orders exceeding $500.00 in total value. All freight charges are the responsibility of the customer.
d) Products not previously stocked as finished goods are not returnable unless found to be defective. These include cable assemblies, special orders, custom orders, orders for non-standard products, products requiring assembly or manufacturing activities prior to shipping (not stored in completed state).
e) Defective items must have a Return Material Authorization (RMA) number marked on the package prior to shipping.
f) Products distributed but not manufactured by us carry the warranty of the respective manufacturer only. After 30 days from invoice all merchandise returns for distributed products must be handled directly with that manufacturer in accordance with their warranty.

11) Order Discrepancies

Claims for shortages, incorrect materials or invoicing errors must be made by buyer in writing within five (5) business days after receipt of shipment. Claims for nonreceipt of shipment must be made in writing within five (5) business days after receipt of invoice.

12) Limitation of Liabilities

a) In no event, shall seller be liable for any special, indirect, incidental or consequential damages of any nature arising in connection with the products or any services provided hereunder, including, but not limited to, damages resulting from loss of profit or revenue, recall costs, service interruptions, downtime, testing, installation, replacement or removal costs, property damage, personal injury, death or legal expenses.
b) Buyer's recovery from seller for any claim shall not exceed the purchase price paid by buyer for the goods which are the subject of the claim, irrespective of the nature of the claim, whether in warranty, contract, tort or otherwise.
c) BUYER SHALL INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM ANY CLAIMS brought by any third party regarding products supplied by seller and incorporated into the buyer's products. d) If statements or advice, technical or otherwise, are offered or given to buyer, such statements or advice will be deemed to be given as an accommodation without charge and seller shall have no responsibility or liability for the content or use of such statements or advice.

13) Export Compliance

a) Items are controlled by the U.S. Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or enduser(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. Government or as otherwise authorized by U.S. law and regulations. Buyer agrees to comply with all applicable export control laws, restrictions and regulations of the United States, and shall not export, or transfer for the purpose of re-export, any product to any embargoed country or region, including but not limited to Cuba, the Crimean Region of Ukraine, Iran, North Korea, Sudan, and Syria, or to any denied, blocked, or designated person or entity as mentioned in any such United States or EU law or regulation. Buyer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons List, as identified by the U.S. Treasury Office of Foreign Asset Control (OFAC) and by the U.S. Department of Commerce, Bureau of Industry and Security (BIS), or any other United States list of prohibited persons; is not owned or controlled by any person that is on one of those lists, or is otherwise prohibited by United States or other law from purchasing the products or services hereunder. Buyer shall be solely responsible to obtain any license to export, re-export or import as may be required. Buyer also agrees that it will not use these products in connection with the proliferation of weapons of mass destruction, including missiles, nuclear, chemical or biological weapons.
b) Seller shall not be liable for delays or refusals by governmental authorities or other authorities to grant licenses or approvals, nor for suspension or revocation thereof, nor for changes in export classification. Buyer must deliver requested information, including requested end-user information, necessary for export licenses to be granted, and or necessary for seller to determine if a license or other type of authorization is required.
c) For all Custom orders, buyer shall provide seller with export classification information for all buyer property and information (including buyer drawings) delivered to seller in relation to this order. Export classification information includes the applicable export control classification, the country of origin and, for hardware only, the Harmonized Tariff Code. For such Custom orders, seller will supply buyer with similar export classification information for products and/or information for which seller has design authority. Buyer and seller will promptly notify the other upon a change in classification information if any occurs prior to delivery.

14) Governing Law; Venue; Dispute Resolution

a) All matters arising out of or relating to this agreement, or a breach thereof, are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.
b) Any legal suit, action or proceeding arising out of or relating to this agreement, or a breach thereof, will be instituted in the federal or State courts located in the city of Irvine, California or its closest California venue. Each party irrevocably submits to the exclusive jurisdiction of the courts in any legal suit, action or proceeding.
c) Seller will have the sole and exclusive right to determine whether any dispute, controversy or claim arising out of or relating to this agreement, or a breach thereof, will be submitted to a court of law or arbitrated. The venue for any arbitration will be in Irvine, California. The arbitrator’s award may be confirmed and reduced to judgment in any court of competent jurisdiction. In the event the matter is submitted to a court, seller and buyer hereby agree to waive their right to trial by jury and covenant that neither of them will request trial by jury in any litigation.

15) Legal Notices

Any legal notice sent to seller from buyer, required or permitted hereunder, will be deemed to have been effectively delivered if in writing and served by personal delivery or sent by registered or certified mail with return receipt requested, postage prepaid, to seller at the primary address specified as seller’s place of business.

16) Intellectual Property

a) The drawings, text, product depictions, logos, content, product descriptions, and organization and taxonomy of seller’s website, catalogue, product guides or other documents and media owned by the seller and of the described content there within are proprietary to the seller and protected by intellectual property laws, including but not limited to United States Copyright law and United States Trademark law. Whether seller owns copyrights in these works or not, their content and the selection, arrangement, coordination and structure of the arranged content there within are the sole property of the seller. Use of the above stated materials does not give anyone the right to modify, reproduce, transmit, publish, publicly display, adapt, or create derivative works or in any way exploit any of the materials without express written permission of the seller.
b) All trademarks referenced in seller's catalog or website or depicted within any seller's documents or digital media, whether registered in United States or other countries, may not be used without permission of the respective trademark owner. This applies to seller owned trademarks as well as those of seller's suppliers.

17) Confidential Information

Buyer agrees that all noted confidential information furnished by or obtained from seller in connection with the sale of items hereunder shall be adequately safeguarded to prevent unauthorized disclosure. Buyer agrees not to (i) disclose any such information to any other person or entity, or (ii) use such information for any purpose, other than performing authorized activities directly related to the governing contract.

18) Tolerances

Unless otherwise agreed to in writing by seller, standard tolerances as described on seller’s website and/or posted catalog datasheets shall apply.

19) Product Line Changes

Product specifications and availability are subject to change without notice. We reserve the right to change specifications or discontinue items at our sole discretion for any reason whatsoever including, but not limited to changing market conditions, product discontinuation, component unavailability, manufacturing cost changes and errors in advertisements.

20) FCC Part 15 and Part 97 Notice

For systems operating within the jurisdiction of the United States Federal Communications Commission (FCC), buyer acknowledges that any amplification device it purchases is intended for use only in a transmission system certified under Part 15, Part 97 or other applicable section of the rules and regulations of the FCC, or that a legal exception to this requirement applies.