1. Scope; Contract Formation

1.1  Application.  These Terms and Conditions (“Terms”) govern the sale of hardware products (“Products”) and any software or firmware supplied with them (“Embedded Software”) by Global Telecom Engineering, Inc. (“GTE”) to the purchasing customer (“Customer”). Separate subscriptions, managed services, custom development, and reseller programs are governed by their applicable written agreements. These Terms do not create an obligation to provide any such services.

1.2  Orders and acceptance.  GTE may accept or reject any purchase order (“Order”) in its discretion. An Order becomes binding only upon GTE’s written acceptance, shipment, or other express confirmation. By submitting an Order referencing a GTE quote or accepting delivery, Customer agrees to these Terms, to the extent enforceable under applicable law. GTE may require signature or electronic acceptance before fulfilling an Order.

1.3  Order of precedence.  A separately executed agreement signed by authorized representatives of both parties controls to the extent it expressly conflicts with these Terms. Otherwise, these Terms control over Customer purchase-order, portal, acknowledgment, or other preprinted terms, which GTE expressly rejects. A GTE-issued quote controls only as to expressly stated commercial details (such as Products, quantity, price, delivery and payment terms), unless it specifically identifies and overrides a provision of these Terms.

1.4  Changes.  These Terms may be amended for an accepted Order only by written agreement of authorized representatives of both parties. GTE may publish updated terms for future Orders, but updates will not retroactively change an accepted Order without mutual agreement.

2. Prices; Payment; Taxes

2.1  Prices.  Prices, currency, deposits and payment milestones are as stated in GTE’s accepted quote or Order confirmation. If no payment terms are stated, undisputed invoices are due thirty (30) calendar days from invoice date, subject to GTE credit approval. GTE may require advance payment for new accounts, custom configurations, or where reasonable credit concerns arise.

2.2  Taxes and charges.  Unless the quote expressly provides otherwise, prices exclude applicable sales, use, value-added and similar taxes, shipping, insurance, customs duties, tariffs, brokerage and import/export charges. Customer is responsible for these charges other than taxes on GTE’s net income. Customer must furnish valid exemption documentation when applicable.

2.3  Disputed invoices.  Customer shall notify GTE in writing of a good-faith invoice dispute within fifteen (15) days after receipt, identifying the amount and basis for dispute. The parties will promptly work to resolve it. Customer shall timely pay undisputed amounts; failure to raise a dispute within this period does not waive rights that cannot lawfully be waived.

2.4  Late payment.  Overdue undisputed balances may accrue interest at the lesser of one percent (1%) per month or the maximum lawful rate. Following written notice and a reasonable opportunity to cure, GTE may suspend unshipped Orders or nonessential services for materially overdue undisputed amounts. Customer is responsible for reasonable, documented collection costs and attorneys’ fees to the extent permitted by law.

3. Orders; Changes; Cancellation

3.1  Order changes.  Changes to quantities, specifications, shipment destinations or dates require GTE’s written approval and may result in price or schedule adjustments.

3.2  Cancellation.  An accepted Order may be canceled only with GTE’s written consent. If GTE agrees to cancellation, Customer will pay reasonable, documented costs incurred and commitments made in reliance on the Order, including completed Products, work in process, and noncancelable materials, less amounts GTE reasonably avoids or recovers through resale or other mitigation. GTE will not charge duplicative amounts.

3.3  Custom Products.  Products identified in an accepted quote as custom-manufactured, specially configured or noncancelable/nonreturnable may not be canceled or returned for convenience after the specified commitment point, without limiting Customer’s rights for nonconforming Products or applicable warranty claims.

4. Delivery; Title; Inspection

4.1  Delivery terms.  Shipment method, delivery location, estimated lead time, shipping charges and applicable Incoterms® 2020 rule (if any) will be stated in the accepted quote or Order confirmation. If no rule is stated, GTE will make Products available to the designated carrier at GTE’s stated shipping facility, and risk of loss passes to Customer upon transfer to that carrier. Title to purchased hardware passes upon that transfer, subject to any enforceable security interest for unpaid amounts. Software is licensed, not sold.

4.2  Schedules.  Delivery dates are estimates unless expressly identified in writing as firm commitments. GTE will use commercially reasonable efforts to meet agreed schedules and promptly notify Customer of material anticipated delays. GTE is not responsible for carrier or customs delays outside its reasonable control, but remains responsible for delays caused by its own failure to perform.

4.3  Inspection and acceptance.  Customer shall inspect shipments promptly and notify GTE in writing of visible shipping damage, shortages or readily discoverable nonconformities within seven (7) calendar days after receipt, with reasonable supporting details. Absent timely notice, Products are deemed accepted for such apparent issues only. Acceptance does not waive valid claims for latent defects covered by the limited warranty or rights that cannot lawfully be waived.

4.4  Returns.  No returns for convenience are permitted unless GTE authorizes them in writing. Warranty returns are subject to Section 5 and GTE’s reasonable RMA instructions. No restocking or inspection fee applies to a confirmed covered warranty defect.

5. Limited Hardware Warranty; Remedies

5.1  Limited warranty.  Unless a different period is expressly stated in the accepted quote, GTE warrants that Products will be free from defects in materials and workmanship and materially conform to GTE’s applicable published specifications under normal, intended use for thirteen (13) months from shipment.

5.2  Claims process.  Customer must notify GTE of a claimed defect during the warranty period and follow GTE’s reasonable troubleshooting and return-material-authorization (“RMA”) procedures. GTE may request proof of purchase, serial number and a description of the issue. GTE will not unreasonably delay issuing an RMA for a plausible covered claim.

Warranty claims can be sent to [email protected].

5.3  Remedy.  For a verified covered defect, GTE will, at its option and expense, repair or replace the affected Product with a new or functionally equivalent unit. If GTE cannot reasonably repair or replace it within a commercially reasonable period, GTE will refund or credit the purchase price paid for the affected Product upon its return, where feasible. These are Customer’s exclusive contractual remedies for breach of the limited hardware warranty, subject to nonwaivable rights.

5.4  Shipping and exclusions.  GTE will bear reasonable standard return and replacement shipping charges for verified covered defects, using GTE-designated shipping procedures. Customer bears shipping for products found not defective or excluded from warranty, provided GTE supplies a reasonable explanation. Warranty does not cover defects or damage to the extent caused by accident, misuse, improper installation, unauthorized repair or modification, unsupported power supplies or equipment, abnormal electrical conditions, or use contrary to published instructions. A modification or third-party accessory does not automatically void coverage for an unrelated defect.

5.5  Replacement warranty.  Repaired or replaced Products are covered for the remainder of the original warranty period or ninety (90) days after return shipment, whichever is longer.

5.6  Other warranties.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE EXPRESS WARRANTY IN THIS SECTION, GTE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NOTHING IN THESE TERMS EXCLUDES RIGHTS THAT CANNOT LAWFULLY BE DISCLAIMED.

6. Embedded Software; Intellectual Property

6.1  License.  GTE and its licensors retain all ownership and intellectual-property rights in Embedded Software, firmware, documentation, designs, and other preexisting technology. Subject to payment of applicable fees, GTE grants Customer a limited, nonexclusive, nontransferable (except with a permitted transfer of the associated Product), nonsublicensable license to use Embedded Software solely as incorporated in or necessary to operate the purchased Products for Customer’s internal business purposes.

6.2  Restrictions.  Except as permitted by applicable law or an applicable open-source license, Customer may not copy (except as necessary for permitted use), distribute separately, reverse engineer, decompile, modify, remove proprietary notices from, or use Embedded Software to develop competing products. Customer may permit its employees and contractors to use Products on its behalf, subject to these Terms.

6.3  Updates and third-party components.  GTE may provide updates or security fixes at its discretion or as expressly committed in writing. These Terms do not promise perpetual updates, ongoing maintenance, or uninterrupted operation. Any separately identified third-party or open-source components remain subject to their applicable license terms. Subscription platforms and cloud services require separate applicable terms.

7. Network and Customer Responsibilities

7.1  Connectivity.  Where Products connect to a cellular, internet or third-party network, network coverage, availability, speeds, carrier activation and third-party services depend on providers and conditions outside GTE’s control. GTE does not guarantee those third-party services; this does not excuse a failure of GTE Products to meet the express limited warranty.

7.2  Proper use.  Customer is responsible for lawful use, proper installation and maintenance, reasonable security of credentials and configurations, and compliance with GTE’s published operating instructions. Customer will not knowingly use Products in violation of applicable export controls, sanctions or other laws.

8. Liability; Indemnification

8.1  Liability cap.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, GTE’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO A PARTICULAR ORDER OR THE PRODUCTS SUPPLIED UNDER IT, UNDER ANY THEORY OF LIABILITY, SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO GTE FOR THE AFFECTED PRODUCTS UNDER THAT ORDER. THIS LIMIT DOES NOT APPLY TO LIABILITY THAT CANNOT LAWFULLY BE LIMITED.

8.2  Excluded damages.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOST PROFITS, LOST REVENUE OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THEIR POSSIBILITY. THIS EXCLUSION DOES NOT LIMIT CUSTOMER’S OBLIGATION TO PAY AMOUNTS PROPERLY DUE.

8.3  Customer indemnity.  Customer shall defend and indemnify GTE against third-party claims, damages and reasonable expenses to the extent arising from Customer’s unlawful use of Products, unauthorized modifications, combinations or representations not approved by GTE, or Customer’s gross negligence or willful misconduct, except to the extent caused by GTE. GTE shall promptly notify Customer of a claim, reasonably cooperate at Customer’s expense, and permit Customer to control the defense; Customer may not settle a claim imposing nonmonetary obligations or admissions on GTE without GTE’s consent, not unreasonably withheld.

8.4  Non-excludable liability.  Nothing limits liability for fraud, willful misconduct or other liability to the extent such limitation is prohibited by applicable law. Nothing in this Section limits remedies expressly provided in Section 5.

9. Confidentiality

9.1  Confidential information.  Each party shall protect nonpublic information disclosed by the other and reasonably identified as confidential or that should reasonably be understood as confidential, using at least reasonable care, and use it only to perform or exercise rights under these Terms.

9.2  Exceptions and disclosures.  Confidential information excludes information that is public without breach, already lawfully known, independently developed without use of the information, or lawfully received without confidentiality duty. Disclosure is permitted to personnel, advisers and contractors with a need to know and confidentiality obligations, and as legally required with prior notice where lawful and practicable.

9.3  Duration.  Confidentiality duties continue for three (3) years after the last disclosure of the relevant information; trade secrets remain protected for so long as they qualify as trade secrets under applicable law. These Terms do not replace any separately executed nondisclosure agreement.

10. General Provisions

10.1  Force majeure.  Neither party is liable for delay or failure (other than payment of undisputed amounts due) caused by events beyond its reasonable control, including natural disasters, war, government restrictions, labor disruptions, transport interruptions and material shortages not reasonably avoidable. The affected party shall give prompt notice and use commercially reasonable efforts to mitigate. If a material delay continues more than sixty (60) days, either party may cancel the unperformed portion of the affected Order without penalty, except payment for conforming Products delivered and reasonable noncancelable commitments specifically approved by Customer.

10.2  Governing law and venue.  California law governs these Terms without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction of state and federal courts located in Orange County, California, for disputes arising under these Terms, except where applicable law requires otherwise.

10.3  Assignment.  Neither party may assign these Terms without the other party’s prior written consent, not unreasonably withheld, except to an affiliate or in connection with a merger, reorganization or sale of substantially all relevant assets, provided the assignee assumes the assigning party’s obligations and the assignment does not materially impair the other party’s rights.

10.4  Subcontractors.  GTE may use qualified subcontractors and remains responsible for their performance of GTE’s obligations.

10.5  Notices.  Formal legal notices must be in writing and delivered by recognized courier, certified mail or email with confirmation of receipt to the addresses designated in the accepted quote or subsequently updated by written notice. Routine order and warranty communications may be sent through the parties’ ordinary business contacts.

10.6  Entire agreement; severability; waiver.  These Terms, the accepted quote and any expressly incorporated written attachments constitute the entire agreement for the applicable Order, subject to Section 1.3. If any provision is unenforceable, the remaining provisions remain effective. Failure to enforce a provision is not a waiver. Neither party is an agent or partner of the other; no third party has rights under these Terms except as expressly provided.

10.7  Survival.  Payment obligations, accrued rights, intellectual-property provisions, liability limitations, confidentiality obligations and other provisions intended by their nature to survive will survive completion or termination of an Order.