Telstraight International Inc.
Terms and Conditions and Disclaimers
These Terms and Conditions (“Agreement”)
is a legal agreement between you and Telstraight International, Inc. (hereinafter referred to as “Telstraight” or
“Seller”). By using this website (www.telstraight.com), requesting a quotation
from Telstraight (“RFQ”), or otherwise submitting a purchase order to
Telstraight (“PO”), you become a customer (“Customer” or “Buyer”) and you agree
to be bound by all of the terms (the “Terms”) set forth in this Agreement.
1.
Products.
Seller will provide the products as agreed upon by the Parties (the “Products”)
to the Customer, through Seller’s normal distribution channels.
2.
Quotations. All quotations
provided by Telstraight are only valid the same business day, and expire upon
the upon close of business the day that they are provided.
3.
Orders; Terms and
Conditions of Sale.
a.
Customer
shall order Products in accordance with the terms and conditions of this
Agreement. POs for the purchase of Products
must be submitted to Seller by a representative of Customer by ordering online,
by phone, by fax, or by email. Each
Purchase Order shall specify (i) the quantity of Products being ordered, (ii)
Product prices, (iii) payment terms granted by Seller, and (iv) a requested
receipt date. Requested receipt dates must be during the term of the Agreement,
except, in its sole discretion, Seller may elect to accept a Purchase Order
with a requested receipt date after the expiration or termination of this Agreement,
in which case the terms and conditions of this Agreement shall apply to such
shipment, but under no circumstances should such shipment be deemed or
construed as being a renewal or extension of this Agreement.
b.
All
PO shall be subject to written acceptance by an authorized representative of
Seller. Any automatic or computer-generated response to a Purchase Order by
Seller’s system or otherwise shall not be deemed acceptance of a Purchase
Order. Seller reserves the unconditional right to reject any Purchase Order, in
whole or in part. The Parties agree that
the terms of this Agreement shall prevail over any conflicting terms and
conditions in any Purchase Order, acknowledgement form, or other instrument. Any additional or different terms or
conditions in any Purchase Order, acknowledgement form, or other instrument or
response from Customer shall be deemed objected to by Seller without need of
any further or additional notice of objection, and such additional or different
term shall be of no effect or in any way binding upon Seller. Seller assumes no liability for any delay in
filling or shipping any Purchase Orders.
c.
Seller’s
standard terms and conditions of sale as of the date of this Agreement are defined
herein (and which may be supplemented by Seller’s invoice or supplemental sales
contract), which shall govern all sales made under this Agreement,
notwithstanding any contrary language that may be included in any Purchase
Order. Seller shall have the right to
change its standard terms and conditions of sale at any time.
4.
Prices. Prices and
payment terms shall be determined by Seller from time to time. Seller shall have the right to change its
price of any Products or the terms of payment for an order at any time prior to
shipment, but in the event Seller shall increase the price of any Products
covered by a Purchase Order that has been submitted by Customer, Customer shall
have the right to cancel such order to the extent it covers such Products
(unless Seller is willing, in its sole discretion, to ship such Products at the
price and terms provided for in the accepted Purchase Order). Prices do not
include, and Seller shall not be responsible for, the cost of freight,
insurance, or any required federal, state or local sales or other taxes,
duties, export or custom charges, VAT charges, brokerage or other fees.
5.
Invoices and Payment.
Seller shall send Customer invoices via mail, email or facsimile for each
shipment. Terms
are cash in advance of shipment, unless Seller has elected to provide Customer
a line of credit, in which event invoices shall be due and payable by the due
date indicated on the Seller’s invoice. For clarity, “due and payable” means
Seller’s receipt of payment (and not the mailing of payment). Payments
due hereunder must be made, at Seller’s sole discretion and option, by wire
transfer or certified check. Customer
shall have no right of set-off or withholding, and no deduction of amounts due
from Customer to Seller shall be made without Seller’s prior, express written
approval. Any amounts not paid by
Customer when due to Seller shall be subject to interest charges from the date
due until paid, at the rate of one-and-one-half percent (1.5%) per month, or
the highest interest rate allowable by law (whichever is less), payable
monthly. If any amounts due to Seller
from Customer, for any reason, become past due, Seller may at its option and
without further notice withhold further shipment of Products until all invoices
have been paid in full. Customer further agrees that a non-refundable 3.5%
handling fee applies to all pre-pay orders, except for those paid direct via
ACH/Teller Deposit. Seller
reserves the right, in its sole discretion, to waive interest and/or handling
charges if circumstances warrant.
6.
Buyer’s Right to
Cancel.
Buyer may cancel any non-back order PO prior to shipment, except when a written
agreement exists between Buyer and Seller.
Back order POs may not be canceled once confirmed by Seller.
8.
Seller’s Right to Delay, Cancel or Allocate. Notwithstanding Seller’s obligations in this Agreement,
Seller reserves the right to refuse, cancel or delay any shipment to Customer
when Customer is delinquent in payments or when Customer has failed to perform
any of its obligations under this Agreement.
Should any Purchase Order for Products exceed Seller’s available
inventory, Seller shall in its sole discretion determine how to allocate its
available inventory without liability to Customer on account of the method of
allocation determined or its implementation.
9.
Shipments and Transportation Costs. Orders placed prior to 2:30 p.m. PST will ship same day
unless otherwise stated. All orders
received at 2:30 p.m. PST or after will ship the following business day. The
prices for the Products exclude all transportation costs, including, but not
limited to, freight, insurance and special handling and packaging. Buyer shall be responsible for these costs.
10.
Shipment Acceptance and Timing. Delivery shall be deemed completed and accepted upon
either (a) pickup of Products from Seller’s warehouse or (b) upon confirmation
of delivery by the applicable delivery service. Seller assumes no
responsibility for any loss arising from or related to third party shipping
services and/or handling by U.S. Customs. Further, Seller is not responsible
for carrier delays in shipping, including but not limited to, government
restrictions (including the denial or cancellation of any export),
insurrections, strikes, lockouts, acts of God, or any other cause outside the
reasonable control of Telstraight. Seller does not guarantee shipping times,
irrespective of carrier claims. No credit for shipping will be issued for late
delivery.
11.
Buyer’s
Obligation to Inspect Shipments. It is Buyer’s responsibility
to examine all shipments and notify Seller of any Dead-on-Arrival (“DOA”) or other
Product damage within seven (7) business days of receipt of shipment. Except as provided for in Sections 11 through
13 (below), Buyer agrees that in absence of notice to Seller within seven (7)
business days, Buyer shall have waived any and all claims, irrespective of
Buyer policies. Buyer shall reject any shipment that evidences damage (whether
on packaging or otherwise) or where the quantity of packages does not match
with the packing slip.
12.
Manufacturer
Warranty Claims. Each
Product Manufacturer has a different policy regarding their products. Some
manufacturers provide a limited warranty, while others may or may not honor
warranties unless Products are purchase through their (higher-priced)
“authorized” distribution channels. While Seller makes efforts to ensure
that information provided on this website is accurate, no guarantees are
expressly or impliedly provided. Buyer acknowledges that the following
manufacturer policies apply (last updated October 2018):
a.
The following manufacturers (brands)
do not honor warranties for Products when purchased from Seller: Belkin, Jabra, Linksys, and Zebra.
b. Cisco
Systems offers a
90-day warranty for DOA products, and in some circumstances may offer a 90 days
SMARTnet eligibility warranty. Special
procedures apply to obtain a replacement.
c.
Fortinet offers a
90-Day DOA warranty on all hardware, which may be extended up to one (1) year
upon registration with Fortinet. Fortinet’s software licenses are subject
to Fortinet’s Service Terms & Conditions. Fortinet offers a six-month grace
period on lapsed coverage. If coverage has lapsed for more than six-months,
Fortinet imposes a license fee for the applicable lapsed period.
d. Logitech offers a 90-day warranty for DOA products.
e.
Ruckus offers a
90-day warranty for DOA products.
f.
For any other brand not specifically
identified above: all other brands are known to offer at least a 90-day warranty for
DOA products or similar limited warranty, which may or may
not be the same as published on their websites.
13.
Seller’s
Limited DOA Replacement Guarantee.
For all manufacturers (brands) do not
honor warranties (as specifically identified in section 12(a)), Seller offers a
DOA Replacement Guarantee as follows: For a period of one (1) year following
the date of sale, Seller will repair or replace, at Seller’s sole discretion, any
product that is reported and confirmed DOA.
If a replacement or repair is not possible, Telstraight will refund the
purchase price paid for any affected product(s). To be eligible for coverage, affected
Product(s) must be returned with the original packaging and be accompanied by a
valid proof of purchase. Warranty
coverage is limited to the original purchaser of the equipment. The replacement
guarantee excludes all Products that Seller, in its sole discretion, deems (a)
has come into contact with any liquid; (b) been subjected to improper use or
storage, or neglect; (c) has visual physical damage, including but not limited
to scratches, dents, or breaks to any component of the device; (d) been
exposure to extreme heat, humidity, or irregular environmental conditions; (e)
repaired by any 3rd party; (f) evidences battery faults or errors
for a period exceeding ninety (90) days; or (g) any other circumstance that
Seller deems improper. In no event shall
Seller be held liable for return or replacement shipping applying to RMAs that
are: shipped internationally by the Customer/recipient, qualified for RMA under
the “Covered Serial” criterion and contain units located internationally,
qualified for RMA under the “Money Back Guarantee” criterion.
14.
Return
Limitations. Any Product
damaged by Buyer is NOT returnable. Any
product that is SMARTnet service covered in buyer’s local region is
nonreturnable. Returned products shall be sent back in the original boxes and
packaging including all documents and accessories. Telstraight will impose a
minimum fee of 15% of the value of the product if an item is returned without
the necessary packaging and accessories. No replacement or refund can be
claimed after 30 calendar days from date of receipt of shipment except DOA or
SMARTnet covered in China region products within 90 days of receipt of
shipment. All non-free returns are subject to a minimum 15% restocking fee.
Telstraight will accept returns of new in box products within 30 days of
receipt of shipment with a corresponding minimum 15% restocking fee. Purchase Orders for Back Order products
cannot be cancelled at any point after the order has been placed and
confirmed. 30% of the value of Purchase
Order amount will be charged as a deposit and full payment shall be required
prior to shipment. Back Order products
are not eligible for RMA, regardless of circumstance.
15.
Limitations of Liability and Indemnification. Buyer agrees that Seller (including its and their officers, employees, and agents) will
be held harmless from any claims of consequential damages, indirect damages, special damages,
exemplary damages, punitive damages or specific performance arising out of any
claims of breach of this Agreement. This
exclusion shall extend to claims of loss of business or profits,
downtime or delay, repair or material costs or any similar or dissimilar
consequential loss or damage incurred by Buyer. Where liability is accepted, it
is limited (except as provided by law) to the payment of the cost of having
product re-supplied. Further, in no event shall Seller be liable for any claims
of loss due to: (a) Lower invoices requested by the buyer; (b) losses resulting
from shipment and/or U.S. Customs; (c) untimely DOA claims; any “out-region”
issues or any joint loss; or (d) complaints Buyer’s customer. Unless
specifically excluded, Buyer indemnify and agree to defend
and hold Seller (including its officers, employees, and agents) harmless, for
any losses, costs, liabilities and expenses (including but not limited to court
costs, legal fees, awards or settlements) relating to or arising out of
performance or non-performance of this Agreement, including any breach by you
of the Terms contained in this Agreement.
16.
General Terms.
a.
Assignment.
Neither this Agreement, nor any right or interest herein, may be assigned, in
whole or in part, without the express written consent of the other Party, which
consent shall not be unreasonably withheld.
Notwithstanding the foregoing, Seller may assign this Agreement to any
affiliated company without Customer’s consent, or if the assignment is carried
out as part of a merger, restructuring, reorganization, or sale or transfer of
all or substantially all of Seller’s assets. Any assignment without such consent
shall be null and void. This Agreement shall be binding upon and inure to the
benefit of the Parties hereto, their successors and legal representatives. There are no third party beneficiaries to
this Agreement.
b.
Conflicting Terms. Unless expressly agreed to by Seller prior to shipment,
these Terms shall control and govern all sales between Buyer and Seller. Buyer
agrees that these terms shall supersede all other agreements made prior and
serve as a waiver from buyer of all claims with respect thereto.
c.
Force Majeure. Neither Party shall liable
hereunder for any failure or delay in the performance of its obligations under
this Agreement, except for the payment of money, if such failure or delay is on
account of causes beyond its control, including labor disputes, civil
commotion, war, fires, floods, inclement weather, governmental regulations or
controls, casualty, government authority, strikes, or acts of God, in which
event the non-performing Party shall be excused from its obligations for the
period of the delay and for a reasonable time thereafter. Each Party shall use reasonable efforts to
notify the other Party of the occurrence of such an event.
d.
Disputes. Any dispute, controversy or claim
arising out of or related in any manner to this Agreement or any services
performed hereunder which cannot be amicably resolved by the Parties shall be
solely and finally settled by arbitration administered by JAMS in accordance
with its commercial arbitration rules. Judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place before a
single arbitrator sitting in Los Angeles, California. The language of the arbitration shall be
English. The arbitrators will be bound
to adjudicate all disputes in accordance with the laws of the State of California. The decision of the arbitrators shall be in
writing with written findings of fact and shall be final and binding on the
Parties. The arbitrator shall be
empowered to award money damages, but shall not be empowered to award
consequential damages, indirect damages, special damages, exemplary damages,
punitive damages or specific performance.
Each Party shall bear its own costs relating to the arbitration
proceedings irrespective of its outcome.
This section provides the sole recourse for the settlement of any
disputes arising out of, in connection with, or related to this Agreement.
e.
Attorney’s Fees. If either Party incurs any legal
fees associated with the enforcement of this Agreement or any rights under this
Agreement, the prevailing Party shall be entitled to recover its reasonable
attorney’s fees and any court, arbitration, mediation, or other litigation
expenses from the other Party.
f.
Severability. If any provision is found to be
invalid, the remaining provisions will be in full force and effect.
g.
Waiver. The failure of Seller to exercise
or enforce any right or provision of this Agreement shall not operate as a
waiver of such right or provision. Any
waiver of this Agreement by Seller must be in writing and signed by an
authorized representative of Seller.
h.
Entire Agreement; Modification;
Waiver. This
Agreement is the entire agreement between the Parties with respect to the
subject matter and supersedes any prior agreement or communications between the
Parties hereto, whether written or oral.
This Agreement may be modified only by a written amendment signed by
authorized representatives of both Parties.
No waiver of any term or right in this Agreement shall be effective
unless in writing, signed by an authorized representative of the waiving
Party. The failure of either Party to
enforce any clause of this Agreement shall not be construed as a waiver or
modification of such clause, or impairment of its right to enforce such clause
thereafter.