Terms and Conditions of Sale

The terms and conditions stated herein (this “Agreement”) govern all sales of products or services (“products”) by Cablesys (DBA of Global Manufacturing Solutions, LLC) (collectively, “we,” “us,” “our,” or “seller”) to you or the entity your present (“you” or “buyer”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor) and that if you are entering into this Agreement for an entity, such as the company you work for, your present to us that you have the legal authority to bind that entity. Unless otherwise agreed to in writing by Seller, 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.

Order Acceptance

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.
We reserve the right, without prior notification, to limit the order quantity on any item and/or refuse service to anyone.
All orders are subject to review and acceptance by us. You agree to provide complete and accurate contact information in connection with any order submitted to us. Verification of information may be required prior to the acceptance of any order.
In the case of pre-stocked finished goods, order acceptance is designated by fulfilling the order. In the case of products requiring post-order processing build-to-order items, order.

Order Cancellation

Orders fully or partially processed by Seller may not be cancelled by Buyer.
Seller may designate certain products as non-cancelable, non-returnable (“NCNR”). These products are identified on the product page and cart page for web orders and via order acknowledgement for all orders.
Products not previously stocked as finished goods are both Non-Cancelable and Non-Refundable (“NCNR”). NCNR products include build-to-order items, 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).
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.

Prices

All prices are in US Dollars ($).
Prices will be specified within Seller’s website.
Prices are subject to change without notice.
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.
Prices on the website may be incorrectly quoted; accordingly, we will verify prices as part of our sale procedures so that the correct price will be notified to you before order acceptance.

Terms of Payment

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.
Visa, Mastercard, and American Express credit cards are accepted.

Taxes and Duties

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.
Buyer agrees to indemnify and hold Seller harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon.
If possible, Seller will bill taxes as a separate item on the invoice presented to Buyer.
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.

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 order confirmation based on Seller practices or promotions.
Shipping costs specified within Seller’s website are quoted FOB Fullerton, CA; subject to change without notice.

Delivery and Title

All deliveries to Buyer shall be FOB Cablesys premises (Fullerton, CA). Unless otherwise specified in writing prior to shipment, Seller shall have sole control and discretion with respect to mode of transportation, routing, or any other matters relating to the transportation of said goods.
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.
Seller’s delivery dates are estimates only and Seller is not liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of the Seller, nor shall the carrier be deemed an agent of the Seller. A delayed delivery of any part of an Order does not entitle Buyer to cancel other deliveries.
Deliveries shall be made during normal business hours Monday through Friday. One attempt to deliver will be made. Should delivery need to be rescheduled, any additional costs incurred for re-delivery and/or storage fees will be charged to the Buyer.
If completion of delivery is prevented through no fault of Seller, Seller may specify a reasonable alternative place of delivery. Buyer agrees that all costs of storage and transport incurred following an initial attempt at delivery are hereby allocated to and imposed upon Buyer, and shall be added by Seller to the sale price. Delivery may at any time be withheld by Seller pending payment of any sum due from the Buyer to Seller. Seller will return Product via the incoming method unless an alternative method has been indicated on the purchase order or a change authorized by the Buyer representative.

Order Discrepancies

Claims for shortages, incorrect materials or invoicing errors must be made by Buyer in writing within ten (10) business days after receipt of shipment. Claims for non-receipt of shipment must be made in writing within ten (10) business days after receipt of invoice. No products shall be returned without Seller's express instructions. Buyer must provide in writing the order number and describe all defects associated with the order.

Acceptance of Goods

The Buyer shall inspect the goods upon delivery. Failure to inspect after delivery shall constitute a waiver of the Buyer’s rights of acceptance and shall be equivalent to acceptance of the goods. Buyer agrees to pay all costs of inspection. If upon inspection goods are rejected as nonconforming or for any other reason, Buyer shall notify Seller of rejection within ten (10) business days of delivery.

Limited Warranty

Products manufactured by Seller are warranted for a period of three years from time of purchase against defects in workmanship or materials or failure to operate as described in product specifications under normal use.
Category-rated (CAT6A, CAT6, and CAT5e) products manufactured by Seller; such as bulk cable, Ethernet connectivity, and pre-terminated Ethernet patch panels are warranted to perform to TIA-568 standards for a period of fifteen years from the date of purchase.
The warranties set forth in this Section 10 shall not apply to any defect, failure, or damage arising from or in connection with: (i) improper use, or improper or inadequate maintenance and care; (ii) modifications to or repairs of the products performed by any party other than the Seller; (iii) combination of the products with any other technology, equipment, hardware, software, or other materials; (iv) use of the products in an environment not meeting the operating specifications for the products; (v) failure to properly transport, prepare, and store the products; (vi) acts of God; or (vii) any normal wear and tear or normal environmental degradation.
Seller’s warranties shall not apply to any goods or parts hereof which are obtained from manufacturers other than Cablesys and resold by Cablesys.
Seller will at Seller’s option and in Seller’s sole discretion, repair, replace or refund any products that are returned under warranty, and Seller’s repair, replacement, or refunding of the price paid for a product under warranty shall be Seller’s sole liability, and Buyer’s sole remedy, for any breach of the warranties in this Section 10.
This warranty applies to the original purchaser only and is not transferable.
This warranty does not cover damage incurred during shipment which is the responsibility of the freight shipping company.
Buyer will bear the costs of access, de-installation, re-installation and transportation of the products to Seller and back to Buyer in connection with any warranty claims. Seller will reimburse the costs of transportation to Buyer 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. Seller shall have the sole discretion as to which of these remedies it shall provide.
Any repair or replacement pursuant to this limited warranty for products manufactured by Seller shall be warranted against the same defects re-occurring in a period of 12 months from time of delivery of the repaired or replaced product, or until the expiration of the original product warranty, which ever shall be the latter.
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.
SELLER SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST OR ANTICIPATED PROFITS, OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS WARRANTY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESSED, IMPLIED OR STATUTORY. ANY IMPLIED WARRANTIESOF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AREHEREBY DISCLAIMED.

Returns

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 written on the return packing slip in order for it to be received and processed. Merchandise must be shipped prepaid.
Seller will determine in seller’s sole discretion the 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.
Return Types:

Items stocked as finished goods and ordered in error must have a Return Material Authorization (RMA) number issued within thirty (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. Our packaging/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 thirty (30) days from date of invoice or for orders exceeding $500.00 in total value. All freight charges are the responsibility of buyer.
Products not previously stocked as finished goods are Non-Cancelable and Non-Returnable (“NCNR”) unless found to be defective. Please see the terms set forth in Section 2.
Defective items must have a Return Material Authorization (RMA) number marked on the return packing slip prior to shipping.
After 30 days from invoice all merchandise returns for distributed products not manufactured by Seller must be handled directly with that manufacturer in accordance with their warranty.

Limitation of Liability; Indemnity

IN NO EVENT WILL SELLER BE LIABLE TO BUYER OR TO ANYTHIRD PARTY FOR ANY DELAY, FAILURE TO GIVE NOTICE OF DELAY, LOSS OF USE,SECURITY OR DATA BREACH, LOSS OF REVENUE OR PROFIT OR LOSS OF DATA, RECALLCOSTS, SERVICE INTERRUPTIONS, DOWNTIME, TESTING, INSTALLATION, REPLACEMENT, ORREMOVAL COSTS, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT(INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WASFORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES. SELLER’S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR INCONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE PURCHASE PRICE PAID BYBUYER FOR THE PRODUCTS WHICH ARE THE SUBJECT OF THE CLAIM. THE DISCLAIMERS ANDLIMITATIONS IN THIS SECTION 12 WILL APPLY NOTWITHSTANDING ANY FAILURE OFESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE MAXIMUM EXTENT PERMITTEDUNDER APPLICABLE LAW.
Buyer shall defend Seller from and against any claims, actions, proceedings, or suits brought by any third party (i) alleging infringement of intellectual property rights arising out of or in connection with Seller’s compliance with Buyer’s drawings, specifications, requirements or instructions or (ii) arising out of or in connection with the products supplied by Seller and incorporated into the Buyer's products (each a “Claim”) and shall indemnify and hold harmless Seller from any costs, liabilities, damages, fines, judgments, or expenses (including reasonable attorneys’ fees) arising out of or in connection with any Claim.

Governing Law; Venue

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.
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 Fullerton, California or its closest California venue. Each party irrevocably submits to the exclusive jurisdiction of the courts in any legal suit, action or proceeding.

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.

Intellectual Property Rights

Notwithstanding delivery of and the passing of title in any product, nothing in these terms and conditions shall have the effect of granting or transferring to, or vesting in, buyer any intellectual property rights in or to any products.
The drawings, text, product depictions, logos, content, product descriptions, and organization and taxonomy of Seller’s website, catalog, 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.
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.
Subject to Seller’s prior written approval, Seller shall grant to Buyer a nonexclusive, nontransferable license to use or distribute any trademarks, copyrights, or other intellectual property, including but not limited to insignias, logos, photos, design specifications, or drawings, in connection with Buyer’s sales, advertisements, and promotions of said products.
Seller reserves the right to prevent or limit Buyer’s use or distribution of said intellectual property, as it deems appropriate.
SELLER MAKES NO REPRESENTATION OR WARRANTY THAT THE PRODUCTS (OR BUYER’S USE OR EXPLOITATION THEREOF) WILL NOT INFRINGE ANY INTELLECTUAL PROPERTY RIGHTS.

Confidential Information

Buyer agrees that all confidential information furnished by or obtained from Seller in connection with the sale of items hereunder (including, but is not limited to, drawings, design specifications, price lists, and financial information) 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.

Tolerances

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

Product Line Changes

Product specifications and availability are subject to change without notice. Seller reserves the right to change specifications or discontinue items at Seller's 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.

Assignment

Buyer shall not assign this Agreement or any order hereunder without the prior written consent of the Seller. Any assignment in violation of the foregoing will be void and of no force or effect. Seller may assign this Agreement or any order hereunder in Seller’s sole discretion and without restriction. This Agreement will be binding upon and inure to the benefit of the parties, their successors, and permitted assigns.

Relationship

Nothing in this Agreement or any product or service orders shall be construed to place the Buyer or Seller in the relationship of partners or joint ventures, and the Buyer and Seller shall have no power to obligate or bind the other in any manner whatsoever.

Waiver

No waiver by Seller of any breach of this Agreement by the Buyer shall be considered as a waiver of the subsequent breach of the same or any other provision.

Severability

If any provision or portion of this Agreement shall be adjudged invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, that provision or portion of this Agreement shall be deemed omitted and the remaining provisions and portions shall remain in full force and effect.

Force Majeure

Notwithstanding anything else in this Agreement, no default, delay, or failure to perform on the part of Seller will be considered a breach of this Agreement if such default, delay, or failure to perform is shown to be due to causes beyond reasonable control of Seller, including, but not limited to, causes such as strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inactions of governmental authorities or suppliers, epidemics, war, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy, nuclear disasters, or default of a common carrier.

Attorney Fees

Buyer shall pay all costs, expenses, and disbursements, including reasonable attorneys’ fees, incurred by Seller in collecting any sum that may be due and owing to the Seller from Buyer, or in the enforcement of any other terms or provisions in this agreement.

Technical Assistance or Advice

If technical assistance or advice are offered or given to Buyer, such assistance or advice is given free of charge and only as an accommodation to Buyer. Seller shall not be held liable for the content or Buyer’s use of such technical assistance or advice nor shall any statement made by any of Seller’s representatives in connection with the Products or Services constitute a representation or warranty, express or implied.

Entire Agreement; Construction; Survival

This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior and contemporaneous communications, representations, discussions, and agreements between the Parties with respect to such subject matter. The titles and section headings used in this Agreement are for ease of reference only and shall not be used in the interpretation or construction of this Agreement. No rule of construction resolving any ambiguity in favor of the non-drafting party shall be applied hereto. The word “including”, when used herein, is illustrative rather than exclusive and means “including, without limitation.” In the event of any termination or expiration of this Agreement, Buyer’s obligations to pay amounts due hereunder and arising prior to the date of termination or expiration, as well as Sections 10, 12–16, and 19–26 shall survive such termination or expiration.
All notices and other communications required or anticipated under this agreement shall be in writing.