Terms and Conditions of Sale

TERMS AND CONDITIONS OF SALE

1) QUOTATION: Quotes are valid for Ninety (90) days from the date of quotation. Only written quotations are valid.

2) PRICES: All prices shown on this Price List are EXW Miami, Florida (Fiplex Communications, Inc., Miami, FL), and are subject of change without prior notice. Price includes Standard Domestic Packing. For extra packing, an additional charge will be accessed.

3) ORDERS: All orders must be provided with operation frequencies and power levels according to Fiplex Checklist.

4) ORDER ACCEPTANCE: Orders are valid only when accepted at Fiplex Communications, Inc.

5) TERMS OF SALES: Terms of Sales are Prepaid, unless other terms have been agreed to by both parties in writing prior to shipment. Past due accounts are subject to a late charge of up to 2.0% monthly with a minimum of $100, beginning 5 days after the date of issuance of our valid invoice.

6) SPECIFICATIONS: Fiplex Communications, Inc. reserves the right to change the specifications of any of its products without prior notice and without any obligation to replace previous shipments to

6.1 Components used by Fiplex are cautiously approved by our Engineers. The selection of components includes interchangeable parts that keep compliance with technical specification ensuring that Fit (the ability of the part or feature to connect to, mate with, or join to another feature or part within an assembly), Form (characteristics as external dimensions, weight, size, and visual appearance of a part or assembly) and Functionality (criterion that is met when the part performs its stated purpose effectively and reliably) are not affected. Therefore, the approved interchangeable parts that may differ mostly on the model, are allowed to freely replace another without compromising the performance of the final product. Fiplex Engineering has the flexibility to work on the internal design which may have a small variation keeping the same exact and expected

7) REVERSE ENGINEERING: Except where such restriction is expressly prohibited by law, Customer may not attempt to decompile, disassemble or reverse engineer any of the products or attempt to derive or obtain information about the function, manufacture or operation of the products, including but not limited to the software.

8) ORDER CANCELLATION: Order Cancellations are allowed at no cost to the customer if cancelled within the next 3 business days of Fiplex Communications Inc. having received the purchase order, subject to the terms of this Section 8. After this period of time, any purchase order of standard products, accepted by Fiplex Communications Inc., can be partially or fully cancelled by customer with a 20% cancellation fee. Purchase Orders for Special or Customized Products accepted by Fiplex Communications Inc., are non-cancellable and non-refundable after the 3rd day of their

For product returns, please see Item 12.

9) STANDARD WARRANTY POLICY: Fiplex Communications, Inc., herein called Fiplex, warrants that all equipment of its manufacture shall be free from defect in design, and warranties all faulty, defective or improper materials, including defects and omissions in workmanship which occur within a period of 2 years from the date of shipment, subject to the conditions imposed in this Section as well as Sections 10 and 11. If any such product, entirely or in part, fails to meet product performance as set forth in the brochures, quotations or literature provided by Fiplex, such product will be replaced or repaired at Fiplex’s expense provided that the failure was not the result of alteration, misuse, tampering, misapplication, shipping damage or vandalism. OTHER THAN THE EXPRESS WARRANTIES STATED ABOVE ALL OTHER WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED AND STATUTORY, ARE HEREBY DISCLAIMED. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE, OR THE COURSE OF DEALING BETWEEN THE PARTIES. IN NO EVENT SHALL FIPLEX BE LIABLE FOR DAMAGES, DIRECTLY OR INDIRECTLY, INCLUDING ANY SPECIAL OR CONSEQUENTIAL OR INCIDENTAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS, LOSS OF REVENUE OR LOSS OF DATA, WHETHER OR NOT RELATING TO OR IN ANY MANNER RESULTING FROM OR ARISING OUT OF ANY NONCONFORMITY OF THE PRODUCTS TO THE WARRANTY HEREIN, ANY DEFECT IN MATERIAL AND WORKMANSHIP, ANY PERFORMANCE OR NONPERFORMANCE BY FIPLEX OF ANY OF THE OBLIGATIONS OR DELAY OF DELIVERY OR FAILURE TO DELIVER FOR WHATEVER CAUSE, OTHER THAN DAMAGES EXPRESSLY PROVIDED FOR ABOVE. CUSTOMER SHALL NOT DELAY, WITHHOLD, SUSPEND OR SET‐OFF PAYMENT DUE AND OWING TO SUPPLIER AS A RESULT OF A BREACH OF WARRANTY CLAIM UNDER THE WARRANTY PROVIDED BY SUPPLIER.

10) EXTENDED WARRANTY: Fiplex may, in its sole discretion, extend the warranties described in Section 9, in exchange for payment of 5% per year of the product price. Such extension shall be in writing and signed by both parties.

10.1 To request the extended warranty, please contact your Sales Representative who will provide a formal quotation connected to the original Purchase Order.

11) EXCLUSION OF WARRANTY:

11.1 Fiplex’s warranty does not cover accessories including, but not limited to batteries and cables used in conjunction with the product. Additionally, any goods or products not manufactured by Fiplex shall be covered by the applicable manufacturer’s warranty, if any, and shall be excluded from Fiplex’s warranty.

11.2 Fiplex does not warrant that the products covered herein, including, without limitation, the technology and/or integrated circuit(s) included in the product, will not become obsolete or that such items are or will remain compatible with any other product or technology with which the product may be used.

11.3 Any product that is returned to Fiplex without the fiber optic connectors protective caps will automatically lose the warranty. Also, if during inspection in Factory, any fiber optic port malfunction is found to be generated by dust at the optical port (meaning that Customer didn’t have the proper caution to manage the FO ports), warranty is also

12) RETURNS: Due to the custom nature of our manufacturing, returns may be granted in the sole discretion of Fiplex Communications Inc. In order for Fiplex to consider accepting the return of any product,  the request must be received by Fiplex within 30 calendar days of the invoice date and goods must be 100% new (not installed), shipped in their original packing. An RMA number will be provided if return is approved. If granted, all returns have a 20% return fee and shipping charges shall be paid by customer. Special or customized products are non- returnable”. For more details, please see Item 13. RMA Policy.

13) RMA POLICY: No product will be accepted for warranty work without an RMA approval. Fiplex shall approve the return of any equipment of its manufacture for repair and/or replacement either if such units are covered under warranty and may approve the return of units not under warranty, in Fiplex’s sole discretion.

13.1 Return for a Credit or Exchange
To determine whether to accept the return of an item for a credit or exchange, Fiplex will verify that the unit:
• is received in new and working conditions, with no signs of having been installed, without scratches and/or damages;
• is completely packed in its original package, including manuals, tools, accessories and USB; and
• is packed in a box marked with the RMA provided by Fiplex.
• Original order shipping costs are not refundable. Additionally, shipping costs to send a unit back to the factory for a return is the customer’s responsibility.

13.2 Return product for Repair

13.2.1 Products under warranty
• To determine whether to accept the return of an item under warranty, Fiplex will consider whether the
product fails to produce the performance as set forth in the brochures, quotations or literature provided by Fiplex and meets all criteria set forth herein required for warranty. If a product is under warranty with Fiplex, it will be replaced or repaired at Fiplex’s expense provided that the failure was not the result of alteration, misuse, tampering, misapplication, shipping damage or vandalism. In the case of a factory default, Fiplex is responsible of incoming and outgoing shipping costs.
• In the event that a product under warranty presents a failure during its ongoing usage will be repaired at Fiplex’s expense, provided that the failure was not the result of alteration, misuse, tampering, misapplication, shipping damage or vandalism. If a return meets these criteria, the customer is responsible of incoming shipping costs and Fiplex is responsible for outgoing shipping costs.

13.2.2 Products without warranty or with an expired warranty
• will be repaired at customer’s sole expense. A forma quote will be provided to Customer and Fiplex must receive a formal PO for Fiplex to repair. If a product meets these criteria, Customer is responsible of incoming and outgoing shipping costs.

13.2.3 Products with no issues found
There will be a minimum charge of $300.00 for a product returned for repair and no deficiencies found. All warranty work must be scheduled with the Fiplex RMA Department. Please request the Fiplex RMA Instructions for more information.

14) PROFESSIONAL SERVICES: The terms, conditions, and schedules of an independent Fiplex Master Professional Services Agreement will exclusively govern the agreement.
A budgetary proposal is not a contract but only a draft for negotiation purposes – it does not create any obligation on the part of Fiplex or the Customer. Resource utilization and costs estimates are for illustration purposes only and the actual resources employed and the project cost could be higher or lower than the estimates presented here.
For Professional Services, all amounts due to Fiplex shall be billed on a time and materials basis upon providing each service specified in the Fiplex Statement of Work. Travel and other reimbursable expenses for Fiplex employees and subcontractors will be billed at cost to the Customer, including airfare, hotel, vehicle, and meals, as well as other expenses directly attributable to supporting the Customer.

15) GOVERNING LAW AND FORUM: Any commercial relationship shall be governed, interpreted and construed according to the substantive laws of the State of Florida without regard to conflicts of laws principles thereof and shall not be governed by the Convention on the International Sale of Goods. Customer and Fiplex agree that any legal or equitable action for claims, debts or obligations arising out of, or to enforce the terms of any commercial relationship shall be brought exclusively in the United States District Court for the Southern District of Florida or

the ordinary courts of Miami, Dade County, FL, and that in any action brought in accordance with this section, such court shall have personal jurisdiction over the parties to this Agreement, that venue for such action shall be appropriate in such court. Each party waives its right to objections based on a parties authority to maintain an action in that jurisdiction or court’s authority over the person. In connection with the collection of unpaid invoices or with any litigation, including but not limited to, appellate, bankruptcy or civil proceedings, arising out of any commercial relationship, the prevailing shall be entitled to recover reasonable attorney’s fees and costs.

 

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