These Standard Terms and Conditions of Sale (“Terms and Conditions”) apply to the Products listed on the Quote Sheet, Packing Slip or Invoice received by the Customer (the “Order”) from NetD LLC, DBA Network Distributors (“ND”).
Who we are
We are Network Distributors(“ND”) and our website address is https://networkdistributors.com
Contract
By placing an Order, Customer creates a binding contract with ND and accepts these Terms and Conditions. Any other terms and conditions contained in any purchase order or other document issued by Customer are null and void and any prior course of dealing between ND and the Customer or usage of trade will not be relevant in determining the meaning of these Terms and Conditions. No variation to these Terms and Conditions shall apply unless contained in a document signed by an officer of ND.
Payment
Customer shall pay ND in U.S. dollars, via wire transfer or ACH, as stated on the quote the total purchase price plus all applicable freight, sales, use, products and service, and other similar taxes or charges, custom duties, and value added tax based upon the location(s) to which the Order is shipped from the United States. ND reserves the right to separately ship part of an Order. Customer agrees to accept delivery of Products unless it does not conform to the Order. Customer agrees to pay interest on all past due (based on net terms) sums at the highest rate allowed by law or one and one-half percent (1 ½ %) which is calculated monthly for a yearly rate of eighteen percent (18%), whichever is lower. On past due accounts, Customer will be responsible for ND’s cost of collection including attorneys’ fees, filing fees, and court costs.
Sales
Quotations are valid for thirty (30) days or such period of time specified on the Quote Sheet. Customer shall be entitled to cancel an order, unless Quote Sheet, Invoice, or Packing Slip includes language otherwise, in whole or in part up to three (3) days prior to the estimated shipping date on standard inventoried parts (“ND Products”). Special Orders are not cancellable, nor returnable that have no other demand/buyer. Unless the cancellation notice is received in a timely fashion by ND, ND shall be entitled to a restocking payment on a Special Order, non-inventoried, part equivalent to 50% (fifty percent) of the value of the cancelled Order. The Order may not be cancelled after shipment, but Products may be returned under the policies listed below.
Damage; Loss; Assignment
ND shall not be liable for failure of the delivery service to make on-time delivery. Customer assumes all risk of loss or damage to Products following delivery, FOB origin. Title transfers from date of FOB origin. This Order or any of the rights or obligations hereunder may not be assigned by Customer without prior written consent of ND.
Returns
ND must approve all returns for any reason. Call customer service at 409.392.0066 or via email to obtain a Return Material Authorization (RMA) number. All ND Products, except special orders, may be returned within thirty (30) days of shipment, unless otherwise stated on the Quote Sheet, Packing Slip, or Invoice.
Return cases:
- RMA approved and returned in < 30 days from date of shipments
- 100% credit is issued upon return inspection of product.
- If product is returned and product has been damaged.
- Customer is charged full value.
- RMA approved and product returned > 30 days.
- If > 30 days < 60 days, 10% restocking fee charged.
- If >60+ days late, non-returnable.
In the case of all approved returns, Customer must ship the product(s) at Customer’s risk and expense to ND in the original packaging, prepaid and insured, with the RMA number clearly marked on the packaging to:
Network Distributors
Attn: RMA Department
894A Faulstich Court
San Jose, CA 95112
On Optical Transceivers, with failure of product, ND will advance ship a return product with prior authorization approved (RMA). Credit will be applied once faulty product is returned back to ND within 45 days.
Warranties; ND Products
This warranty applies only to the following ND Products under normal use. ND warrants to the original Customer only (not any lessees, transferees, or assignees) that the following products will be free from defects in material and workmanship for the stated time periods beginning with the date of purchase:
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Optical Transceivers (except noted below) = Limited Lifetime Replacement |
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PAM4, ACO/DCO Coherent Optics= 3 years |
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Optical Transport Equipment (hardware) = 3 years OTE (software warranty & support) = see ND support services document* |
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Open Networking Switches (hardware) = Dependent on manufacturer warranty* Open Networking Switches (software) = Dependent on manufacturer warranty* |
*Details are available upon request.
This warranty applies only to the following ND Products under normal use. ND warrants to the original Customer only (not any lessees, transferees, or assignees) that the following products will be free from defects in material and workmanship for the stated time periods beginning with the date of purchase:
This warranty applies only to ND Products and excludes any software incorporated therein. In the event that ND receives returned ND Products with defects in material or workmanship, it will, at its option, repair or replace the ND Products to whatever extent it deems necessary to restore the ND Products to proper operating condition or provide a credit or refund of the purchase price or fair market value, whichever is lower. Replacement parts may be refurbished or repaired. All material and labor required for such a restoration will be provided at no charge when a ND product with material or workmanship defects is properly returned within the applicable warranty period under the procedure described herein.
Not covered under the warranties are: failures due to accident, misuse, abuse, neglect, improper installation, product modification or unauthorized repair or attempted repair, or shipping damage. Customer expressly understands and agrees that ND does not warrant that any product is free of claims of patent infringement by any third party. ND hereby disclaims any such warranty of indemnification against patent infringement. Customer acknowledges that it is not authorized on behalf of ND to make any other warranties or representations not expressly set forth herein on behalf of ND concerning any ND Products.
Manufacturer’s Warranties; Non-ND and Co-Branded Products
Customer acknowledges that, unless it is purchasing a ND Product described in the preceding paragraph, only the warranties offered by the manufacturer are available. In purchasing such a product from ND, Customer agrees to rely upon the manufacturer’s specifications and warranties and is not relying upon any statements, specifications, illustrations, photographs, or other document provided by ND. Customer has familiarized itself with the manufacturer’s warranty prior to purchasing the product from ND and understands that warranty claims must be presented directly to the manufacturer and not to ND.
Disclaimer
Except as expressly provided herein, all warranties, conditions, representations, and guarantees with respect to the equipment, whether express or implied, arising by law, custom, prior oral or written statements by ND, its licensors, or representatives, or otherwise (including, but not limited to, any warranty of merchantability or fitness for particular purpose and conformity to models or samples, or warranty of non-infringement) are hereby overridden, excluded, and disclaimed. This disclaimer does not apply to the manufacturer’s warranty, if any, special limitations. ND does not warrant that the products it sells will work in new switch hardware or firmware that adds new, non-industry standard functionality beyond that which was available at time of product purchase.
No Consequential Damages
With the exception of claims for death or personal injury where and to the extent that applicable law requires such liability, under no circumstances will ND be liable for any consequential, indirect, special, punitive, or incidental damages, whether foreseeable or unforeseeable, based on ND’s claims or those of any Customers (including, but not limited to, claims for loss of data; goodwill; profits; use of money or use of the products, interruption in use or availability of data, stoppage of other work, or impairment of other assets), arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise. In no event will the aggregate liability which one may incur in any action or proceeding exceed the greater of the total amount actually paid by customer for the specific product that directly caused the damage or $25,000.
Waiver
Any waiver of any provision of these Standard Terms and Conditions of sale, or a delay by either party in the enforcement of any right hereunder, shall neither be construed as a continuing waiver, nor create an exception of non-enforcement of that or any other provision or right. If any provision of these Terms and Conditions is held illegal or unenforceable by any court of competent jurisdiction, such provision shall be deemed separable from the remaining provisions of these Terms and Conditions and shall not affect or impair the validity or enforceability of the remaining provisions.
Notices
Any notice required to be given under these Terms and Conditions must be in writing and is effective upon delivery by certified mail (FedEx, DHL, or UPS with tracking number) to the other party at the address identified in the Order.
Export Controls
Products acquired under these Terms and Conditions may be subject to U.S. and other government export control regulations. Customer agrees that it will comply with those regulations whenever they export or re-export controlled products obtained from ND.
Force Majeure
Neither Party shall be held liable for any failure to perform that is due to any cause or circumstance beyond the reasonable control of such Party, including without limitation a demand for such Products and other products manufactured by Supplier which exceeds Supplier’s ability to supply them, earthquakes, fire, accidents, floods, storms, other Acts of God, riots, wars, rebellions, strikes, lockouts or other labor disturbances, national or international emergencies, failure to secure materials or equipment from usual sources of supply, failure of carriers to furnish transportation, government rules, regulations, acts, orders, restrictions or requirements or any other cause or circumstance beyond the reasonable control of such Party. No such inability to deliver or delay in delivery shall invalidate the remainder of this Agreement.
Dispute Resolution; California Law
Each party agrees that any dispute between the parties will first be submitted in writing to the designated senior executives of ND and Customer who will meet in an effort to resolve such dispute within thirty (30) days. In the event the executives are unable to resolve the dispute, if both parties agree, the dispute may be arbitrated in accordance with the rules and procedures set forth in a mutually agreed arbitration agreement.
Customer and ND agree that any dispute arising from the Order or its subject matter shall be interpreted under the laws of the State of California, without regard to conflicts of laws rules, and that the Federal and State Courts located in Santa Clara County, California, shall have exclusive jurisdiction over the dispute and Customer waives any right to change venue and consents to the exercise of personal jurisdiction by any such court with respect to any such court proceeding.
Contract Terms Exclusive
This Agreement constitutes the entire agreement between the parties hereto and the parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this Agreement or any representations inducing the execution and delivery hereof except as specifically set forth herein and each of the parties hereto acknowledges that he or it has relied on his or its own judgment in entering into the same.