BINDING TERMS AND CONDITIONS OF SALE AND PURCHASE
For questions or inquiries, please contact Custom Cable Solutions, Inc. (“CCSI”)

The sale and purchase of all CCSI products and services (“Products”) are subject to these terms and conditions (this “Agreement”), and by placing an order for Products (an “Order”), you (“Customer”) hereby expressly agree to the terms and conditions set forth herein.

1. ORDERS. All Orders are subject to acceptance by CCSI Orders for special, customized, and value-added Products and Products specifically identified by CCSI as non-standard are obtained and/or manufactured specifically for Customer. All Orders for Products, whether special, customized, value-added, standard or otherwise, are designated as “NC/NR”, and may not be cancelled, rescheduled, changed or returned without the written consent of CCSI Orders for standard product may only be changed with CCSI’ consent. All Orders are subject to a $250 total Product minimum, with a $75 minimum per Order line item.

1a. PRODUCT RETURN. Customer may return Products to CCSI only with a return material authorization (“RMA”) number issued by CCSI Customer must notify CCSI in writing of its desire to return Products within three (3) days after receipt of the shipment; otherwise, Customer is deemed to have accepted the Products. RMAs will be issued only for defects created solely by CCSI or the original manufacturer, and only if CCSI receives a timely written RMA request. RMAs will not be granted for any other reason, including, without limitation, damage, shortage, or other discrepancy created by Customer, the carrier or freight provider, or any other third party. Product return pursuant to a warranty requires written notice from Customer to CCSI within the applicable Product warranty period detailing the Product defect. Customer must return the Products to CCSI in the original manufacturer’s shipping cartons or equivalent, along with acceptable proof of purchase, within the warranty period and as specified in any written Product warranty provided or transferred by CCSI to Customer as set forth in Section 5 below. Any Products returned by Customer to CCSI that are not eligible for return will either be returned by CCSI to Customer on Customer’s freight collect account or held by CCSI at Customer’s expense. If Customer does not promptly provide CCSI collect freight account information or pay CCSI for its retention of any such Products, CCSI reserves the right to handle the Products in any manner that it chooses in its sole discretion. 

2. PRICES. Product prices are subject to change by CCSI at any time and do not include taxes, shipping charges, freight, duties (including, without limitation, tariffs), and other charges or fees, such as fees for special packaging and labeling of the Products, permits, certificates, customs declarations and registration (collectively, “Additional Fees”). Customer is responsible for the payment of any and all Additional Fees. All Product prices stated are in US Dollars.

3. TERMS OF PAYMENT. CCSI accepts all major U.S. credit card brands, including MasterCard, VISA, Discover and American Express. Credit Card billing information must be verified for new customers prior to the shipment of an Order. Other payment terms, arrangements, and discounts (e.g. 1% 10/NET 30 “discounted terms”) may be offered in the sole discretion of CCSI Customer acknowledges and agrees that payments made by credit card will result in the forfeiture of any negotiated discount and will result in a three percent (3%) surcharge. All customers paying by credit card, regardless of terms arrangement, must submit payment no later than 10 business days from the date of invoice or will be subject to an additional three percent (3%) late payment surcharge fee.

Customer agrees to pay the entire net amount of each invoice from CCSI pursuant to the terms of each such invoice, without offset or deduction. Discounts may only be applied if previously approved by CCSI in writing, Customer’s credit and account with CCSI are in good standing, and Customer is not in breach of this Agreement. All Orders are subject to credit approval by CCSI, which CCSI may revoke or revise at any time in its sole discretion. CCSI may require payment in cash, bank wire transfer/EFT/ACH or by official bank check, and/or require payment of any or all amounts due or to become due for Customer’s Order before shipment of any or all of the Products. If CCSI reasonably believes that the Customer’s ability to make payments may be impaired or if Customer fails to pay any invoice when due, CCSI may (a) suspend delivery of any Order or any remaining balance thereof, until such invoice is paid in full, or (b) cancel any order or any remaining balance thereof. In any case, Customer will remain liable to pay for all Products ordered by Customer except to the extent that the applicable Order or remaining balance thereof is cancelled by CCSI Customer agrees to submit such financial information as CCSI may require for determination of credit terms and/or continuation of credit terms. Checks may be accepted by CCSI, and the date of collection will be deemed the date of payment. Any check received from Customer may be applied by CCSI against any obligation owing by Customer to CCSI under this Agreement or any other Order or contract, regardless of any statement appearing on or referring to such check, without discharging Customer’s liability for any additional amounts owing by Customer to CCSI The acceptance by CCSI of any check will not constitute a waiver by CCSI of its rights to pursue the collection of any remaining balance owed. In addition to the late payment surcharge fee described in the preceding paragraph (as applicable), invoices not paid when due will bear interest from the required date of payment at the annual rate of one and a half percent (1.5%) per month, or such lower rate as may be the maximum permitted by law. If Customer fails to make payment when due, CCSI may pursue any legal or equitable remedies, in which event CCSI will be entitled to reimbursement of its costs for collection and reasonable attorneys’ fees. Customer agrees to pay a $30 (USD) service charge on all returned and/or invalid checks.

4. DELIVERY AND TITLE. All shipments by CCSI are FOB point of shipment from CCSI’s facility and the amount of all transportation charges will be paid to CCSI by the Customer in addition to the purchase price of the Products and any other Additional Fees. Subject to CCSI’s right of stoppage in transit, delivery of the Products to the carrier will constitute delivery to Customer and title and risk of loss will pass to Customer at such time. CCSI will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer’s requested delivery date(s). All Products shall be delivered to the location specified by Customer at the time of Order. Customer acknowledges that delivery dates provided by CCSI are estimates only and that CCSI will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by CCSI unless specifically designated by Customer and confirmed by CCSI CCSI reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s). Delivery of any installment of Products within thirty (30) days after the Order date confirmed by CCSI will constitute a timely delivery. Delivery of a quantity that varies from the quantity Ordered shall not relieve Customer of the obligation to accept delivery and pay for the Products delivered.

5. CCSI’S LIMITED WARRANTY. CCSI will pass through to Customer any transferable Product warranties, indemnities, and remedies provided to CCSI by the manufacturer, including any transferable warranties and indemnities for intellectual property infringement. CCSI warrants that for a period of ninety (90) days after delivery of the Products to the carrier, value-added work performed by CCSI on any applicable Products will conform in all material respects to Customer’s specifications that are in writing and accepted by CCSI, and Customer shall be deemed the manufacturer of such value-added portions Products only. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, CCSI DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING OR PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY CCSI OR ANY OTHER INDIVIDUAL OR ENTITY ON CCSI’s BEHALF. FURTHERMORE, CCSI SHALL IN NO WAY BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY PRODUCT-RELATED CLAIMS OR LIABILITIES TO THE EXTENT ANY SUCH PRODUCT-RELATED CLAIMS, WARRANTY CLAIMS OR OTHER LIABILITIES ARE CAUSED OR CONTRIBUTED TO BY ANY SPECIFICATIONS PROVIDED BY OR ON BEHALF OF CUSTOMER. Customer’s sole remedies for any breach of the warranties provided hereunder are, at CCSI’s sole discretion: (i) repair the Products; (ii) replace the Products at no cost to Customer; or (iii) refund Customer the purchase price of the Products.

6. LIMITATION OF LIABILITY; INDEMNIFICATION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER CCSI NOR ITS AFFILIATES, NOR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES; INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, LOSS OF DATA, LOSS OF USE, REWORK, MANUFACTURING EXPENSE, INJURY TO REPUTATION, OR LOSS OF CUSTOMERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CCSI’s AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID BY CUSTOMER TO CCSI UNDER THE APPLICABLE ORDER FOR THE PRODUCTS GIVING RISE THE CLAIM..

Customer hereby agrees to indemnify, defend and hold CCSI and its affiliates, and its and their respective officers, directors, employees and agents, harmless from and against any claims, suits, costs and expenses (including reasonable attorneys’ fees), losses, liabilities, damages, interest, awards, penalties, and fines arising out of or relating to; (i) CCSI’s compliance with Customer’s designs, specifications, or instructions, (ii) modification of any Product by anyone other than CCSI, or (iii) use of Products in combination with any other products or in violation of Section 8 below.

7. FORCE MAJEURE. CCSI is not liable or responsible to Customer for failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades commencing or expanding in scope on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) transportation services, or inability or delay in obtaining the Products or supplies of adequate or suitable materials.

8. USE OF PRODUCTS. Customer hereby agrees that it shall comply with the manufacturer’s and the supplier’s Product specifications. Products are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or serious property damage. If Customer uses or sells the Products for use in any such applications or fails to comply with the manufacturer’s the supplier’s Product specifications, Customer acknowledges that such use, sale, or non-compliance is at Customer’s sole risk, and neither CCSI, the manufacturer, nor the supplier shall have any liability or responsibility whatsoever to Customer or to any third party with respect to any such unauthorized use or sale of the Products.

9. EXPORT/IMPORT. CCSI is committed to compliance with all U.S. Export Regulations and Laws. CCSI will not sell or ship to countries embargoed by the U.S. Treasury Office of Foreign Asset Control (OFAC). CCSI will not sell or ship to individuals or organizations identified by the U.S. Treasury as Specially Designated Nationals and Blocked Persons. CCSI will not sell or ship products prohibited under Export Administration Regulations to individuals or organizations identified by the U.S. Department of Commerce, Bureau of Industry and Security (BIS). CCSI will not seek export licenses pursuant to Export Administration Regulations. CCSI participates in BIS Export Enforcement and OFAC transaction reporting. Furthermore, CCSI is committed to compliance with US Department of State’s Directorate of Defense Trade Controls, (DDTC). The sale, resale or other disposition of Products, and any related technology or documentation, are subject to the export control laws, regulations and orders of the United States and may be subject to the export and/or import control laws and regulations of other countries. Customer agrees to comply with all such laws, regulations and orders. Customer further acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Customer acknowledges its responsibility to obtain any license to export, re-export or import as may be required.

10. TARIFF AND DUTY. Without limiting the terms and conditions set forth in Section 2 of this Agreement, CCSI reserves the right to modify any prices quoted or invoiced to Customer in response to changes in tariffs, import/export duties, or trade regulations imposed by any governmental or regulatory authority, whether domestic or international. Such adjustments may take effect with limited or no prior notice, based on the timing of official notifications received from the relevant authority. Customer agrees to accept responsibility for any additional costs or charges incurred as a result of such changes. This provision applies to all sales, orders, and transactions between CCSI and Customer, regardless of jurisdiction or Product destination.

11. PRODUCT INFORMATION. Product information (for example, statements or advice (technical or otherwise) advertisement content, and information related to a Product’s specifications, features, export/import control classifications, uses or conformance with legal or other requirements) is provided by CCSI on an “AS IS” basis and does not form a part of the properties of the Product. CCSI makes no representation or warranties as to the accuracy or completeness of the Product information, AND CCSI HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES WITH RESPECT TO THE PRODUCT INFORMATION. CCSI recommends that Customer validates any Product information before using or acting on such information. All Product information is subject to change without notice. CCSI is not responsible for typographical or other errors or omissions in any Product information.

12. GENERAL.
a. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of New Jersey will apply without reference to New Jersey’s conflict of laws principles or provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New Jersey. Customer and CCSI consent to the exclusive jurisdiction and venue of the Superior Courts of Gloucester County, New Jersey to settle any and all disputes arising out of or related to this Agreement. The United Nations Convention for the International Sale of Goods shall not apply.
b. Customer may not assign this Agreement without the prior written consent of CCSI. Any purported assignment or delegation in violation of this Section shall be null and void. CCSI’s affiliates may perform CCSI’s obligations under this Agreement. This Agreement is binding on and inures to the benefit of the parties to this Agreement and their respective permitted successors and assigns.
c. This Agreement can only be modified in writing signed by authorized representatives of both CCSI and Customer.
d. CCSI and Customer are independent contractors and agree that this Agreement does not establish a joint venture, agency relationship, franchise, business opportunity or other form of joint enterprise, employment, or fiduciary relationship or partnership between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Agreement.
e. CCSI’s failure to object to any document, communication, or act of Customer will not be deemed a waiver of any of these terms and conditions unless otherwise expressly agreed upon by CCSI in writing, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
f. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties, or otherwise.

g. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
h. Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses, and Customer will comply with such rights.
i. Customer and CCSI will each comply with laws and regulations that are applicable to its respective operations.

j. Any notice to be given by one party to the other under this Agreement shall be in writing and either be sent (a) by trackable express courier delivery service (delivery charge prepaid) which shall be deemed to have been served on actual delivery or (b) by email and will be deemed to have been delivered immediately, so long as the sending party has not received a failure to deliver message. The notice addresses for Customer shall be the physical address and email address provided by Customer to CCSI in connection with the applicable Order. The notice addresses for CCSI are Custom Cable Solutions, Inc., 31550 Winterplace Parkway, Salisbury, MD 21804, Attn: Deanna Petruzzi-Fooks and DeannaFooks@ccsi-md.com.

k. This Agreement and any applicable Orders constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter including. Furthermore, if any terms contained in a purchase order conflict with any terms and conditions contained in this Agreement, the applicable term or condition of this Agreement will prevail, and such contrary terms will have no force or effect. Without limitation of anything contained in this Section, if any additional, contrary, or different terms contained in any purchase order attempt to modify, supersede, supplement, or otherwise alter this Agreement, such terms are deemed rejected by the parties and will not modify this Agreement or be binding on the parties unless such terms have been fully approved in a signed writing by authorized representatives of both parties.