Terms and Conditions of Sales

Vextra Technologies, LLC

Exhibit A

  1. CONDITIONAL ACCEPTANCE.  The terms and conditions contained herein shall be the sole and exclusive terms and conditions applicable to the sale of the goods listed and/or described to the Buyer.

  2. PRICES.  (a) Unless otherwise agreed in writing, all prices and charges quoted to Buyer are subject to adjustments by Seller, and Buyer shall pay to Seller Seller’s prices for the goods in effect on date of shipment by Seller.  (b)  Unless otherwise agree in writing, all prices are f.o.b. Seller’s factory, except those prices, for shipments within the Continental United States, except Alaska, of $5,000.00 or more USD are f.o.b. factory freight allowed to destination, if served by common carrier, or, if destination is not served by common carrier, to the nearest point served by common carrier. (c)  All extra charges connected with, related to or involved in transportation, which Seller does not herein specifically agree to pay, including, but not limited to, demurrage, special handling and similar charges, shall be the sole responsibility of Buyer.

  3. TAXES.  Pricing does not include sales, use, excise, or similar taxes; consequently addition to the price of the goods, any sales, use, excise, or similar taxes presently applicable to or hereafter levied on the sale of the goods shall be paid by Buyer.  In lieu of such payment, Buyer may provide Seller with a tax exemption certificate acceptable to the taxing authorities.

  4. TRANSPORTATION AND ROUTING.   Unless otherwise agreed in writing prior to shipment, Seller shall have sole control and discretion with respect to mode of transportation, routing and any other matters connected with, related to or involved in transportation of the goods.

  5. RISK OF LOSS.   The risk of loss or damage to the goods shall pass to Buyer at the time Seller puts the goods in possession of the carrier.

  6. FORCE MAJURE.   (a) Seller shall not be responsible or liable for any delay or failure to deliver any or all of the goods, if such delay or failure is caused by any act of God, fire, flood, explosion, war, insurrection, riot, embargo, action, stature, ordinance, regulation or order of any government or agent thereof, shortage of labor, material, fuel, supplies or transportation; strike or other labor dispute, or any other cause, contingency, occurrence or circumstance of any nature, whether or not similar to those herein before specified, beyond Seller’s control which prevents, hinders or interferes with manufacture, assembly or delivery of the goods.  Any such cause, contingency, occurrence or circumstance shall release Seller from performance of its obligations hereunder.  Under like circumstances, Buyer shall be released from its obligations to accept any pay for the goods if notice of such circumstances is given to Seller before shipment.  (b) If Seller is partially excused from performance, either by force or the foregoing Paragraph 6(a) or by the provisions of the Uniform Commercial Code, it shall not be required to make any allocation of production, shipments or deliveries in accordance with 2-615(b) of the Uniform Commercial Code or any equivalent or successor provision thereto.  (c)  In no event will Seller be liable for any special, incidental or consequential damages to Buyer caused by Seller’s delay in performance or failure to perform which is not excused under the foregoing Paragraph 6(a).

  7. SHIPPING DATES. Shipping dates communicated to Buyer are approximate only. Seller does not and shall not guarantee any shipping date unless such guarantee and the terms thereof are specifically stated in writing . Any such guarantee shall be strictly limited to the exact terms so stated.

  8. INSPECTION. Unless otherwise agreed in writing, the goods are subject to Seller’s standard inspection at place of manufacture.

  9. APPLICABLE LAW. The rights of Buyer and Seller and the terms and conditions contained herein shall be governed by and construed in accordance with the laws of the State of North Carolina of the United States of America.

  10. WARRANTIES. All goods manufactured by Seller are warranted to be free from defects in material and workmanship for a period of one (1) year commencing on the date of shipment to Buyer. Seller’s sole and exclusive obligations and liabilities under these warranties is and shall be limited to issuance of credit for or repair or replacement of any such goods or parts thereof which are proved to be other than as warranted and Seller shall have sole discretion as to which of these remedies it shall provide. Seller shall not reimburse or make any allowance to Buyer for any labor charges incurred by buyer for replacement, adjustment or repair of any goods or parts thereof or for any other work unless such charges are authorized in advance by Seller. If any of the goods on which Seller’s warranties have not expired are claimed to be defective in material or workmanship, Seller shall either examine the goods where they are located or, in its sole discretion, issue shipping instructions for the return of the goods or any defective parts thereof. Any claim for breach of Seller’s warranties shall conclusively be deemed to be waived unless written notice of such claim is give to Seller within ten (10) days after the date on which the claimed defect is discovered. Seller’s warranties shall not apply to any goods or parts thereof which have been subjected to any misuse, neglect or accidental damage or which contain defects which are in any way attributable to improper installation or to alterations or repairs made or performed by any person or entity not under the control of Seller. Further, Seller’s warranties shall not apply to any goods or parts thereof which are obtained from manufacturers other than Seller and resold by Seller. The warranties set forth herein are Seller’s sole and exclusive warranties for or relating to the goods sold by Seller.

  11. PERMISSIBLE VARIATIONS. All goods shall be subject to the standard manufacturing and commercial variations and practices of the Seller concerning weight, length, and size of the goods.

  12. ALL SALES FINAL. All sales are final. Goods cannot be returned to Seller without Seller’s written consent.

  13. TERMS OF PAYMENT. (a) All terms of payment set forth herein are subject to the approval of Seller’s Credit Department. (b) No discounts are allowed on taxes or freight charges. (c) Any amount not paid within thirty (30) days after the date of Seller’s invoice to Buyer therefore shall be subject to a FINANCE CHARGE of 1 1/2 % per month until paid, the rate of said FINANCE CHARGE being the equivalent to an ANNUAL PERCENTAGE RATE of 18% per annum. In no event, however, shall the rate of the said finance charge exceed the highest rate permitted by law.

  14. CANCELLATION. Orders can be cancelled only with Seller’s written consent and then only upon such terms as will protect Seller from any losses.

  15. CABLE LENGTHS. Standard length of cable products is 500 feet and 1000 feet on reels or in easy pull boxes. (Exact lengths are defined as being within the error of measurement equipment which is plus or minus 25 feet). Any other lengths are only by written approval from the Seller.

  16. WAIVER. Waiver by Seller or any breach of any provision contained herein shall not constitute or be deemed to be a waiver of any other breach of such provision.

  17. MODIFICATIONS. No amendment to or modification or alteration of the terms and conditions set forth herein shall be effective against Seller without Seller’s specific written agreement thereto.

  18. HEADINGS. The paragraph headings contained herein are for reference only and shall not affect in any way the meaning and interpretation of the terms and conditions set forth herein.

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