1. Acceptance.

(a) The proposal issued by Cal Labs, these Terms and Conditions and, if applicable, the Cal Labs Subscription Agreement collectively, the Agreement) constitute the entire agreement between Cal Labs and the customer listed in the Proposal (Customer) relating to the purchase of Cal Labs products and services by Customer. No terms or conditions set forth in Customers purchase order, to which notice of objection is hereby given, or in any future correspondence between Cal Labs and Customer shall alter or supplement this Agreement, unless both parties have specifically agreed in writing to modify this Agreement. This Agreement may only be amended or modified by a specific writing signed by both Cal Labs and Customer.

2. General

(a) These Terms and Conditions shall apply to all contracts for the supply of goods and services by Cal Labs to the Customer.

(b) Before the commencement of the Agreement, Cal Labs shall submit to the Customer a Specification Document which shall specify the goods to be supplied and the price payable. The Customer shall notify Cal Labs immediately if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.

(c) Cal Labs shall use all reasonable endeavors to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.

3. Purchase and Sale Procedures

(a) Proposals and Purchase Orders. From time to time, Cal Labs may provide Customer with certain proposals or quotations for certain Products and/or services, including applicable pricing, subscription term, and other associated details (each, a Proposal), and Customer may order such Products or Services from Cal Labs by accepting and executing such Proposal and/or issuing a purchase order referring to such Proposal (each a Purchase Order). In the event of any conflict or inconsistency between the terms of a Proposal and Purchase Order or between the terms of a Proposal or this Agreement, the terms of the Proposal shall control. Each Proposal, as agreed to by both Customer and Cal Labs, is referred to herein as an Order.

4. Hardware Products Terms and Conditions.

(i) Shipping. All shipments will be at Customers expense Ex-Works (Incoterms 2010) from Cal Labs location in San Jose. The Products will be in Cal Labs standard packaging (i.e. for transport by air, road or truck) with Cal Labs standard labeling and markings. Cal Labs offers, at Customers expense, ground freight to Customer’s location (or one drop ship location per single Purchase Order, within the Continental USA). Cal Labs will determine the freight carrier, unless expressly stated by Customer to ship using Customer’s carrier. Insurance for the shipment will be the responsibility of Customer.

(ii) Delivery; Risk of Loss. Unless otherwise agreed in writing by Cal Labs, all risk of loss of, or damage to, the Products will pass to the Customer when the Products are delivered by Cal Labs to the carrier for shipment and Customer will pay all freight and insurance charges. Customer will pay all duties, value added, sales, use, excise or similar taxes any and all other costs or charges incurred after delivery of the Products to the carrier for shipment. Cal Labs will not be liable in any respect for any loss or damage caused by any failure or delay in making delivery.

(iii) In the event of freight damage or loss in transit, the Customer is responsible for immediately notifying the freight carrier. Risk of loss for all hardware and licensed program materials shall pass to the Customer at Cal Labs Ex-Works location as per the Incoterms.

(iv) From time to time, the Customer may require Product to be shipped on an expedited or priority basis (e.g., overnight shipment). In such situations, Cal Labs will make reasonable efforts to accommodate the Customer’s request. In all cases, the Customer will be responsible for the payment of priority shipping charges.

(v) Site Readiness. For any purchases by Customer of Cal Labs Products, Customer agrees to comply, and cause its end customers, if any, to comply, with all equipment Site Requirements as provided in the Proposal.

(vi) Delays. Standard Lead Time is 30 days ARO. Unless otherwise stated in the Order, all Products and Services will ship or commence within 30 days of the Order. Any delays in delivery or commencement requested by Customer or Customers end customer, if any, shall require the written consent of Cal Labs and may result in storage and other change fees. Quoted lead time is subject to change based on product availability at time the order is received.

5. Payment and Cancellation

(a) The price for the supply of goods and services are as set out in the Specification Document. Cal Labs shall invoice the Customer on delivery.

(b) Invoiced amounts shall be due and payable once the goods have been delivered. Cal Labs shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 1.5% per month. In the event that the Customers procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied.

(c) Credit limits and payment terms decisions are made at Cal Labs sole discretion, by an analysis of Customer’s current and historical financial information, bank references, trade references, payment practices, etc. In the event an adequate credit limit cannot be granted or until initial credit approval is given, deliveries will be made only on a cash-inadvance or irrevocable letter of credit basis.

(d) All payments to Cal Labs shall be in United States dollars, free of any restrictions, or third party charges. All payments shall be made in accordance with Customer’s credit limit and terms established by Cal Labs. In the event the Customer has any delinquent balance on bills, invoices, or statements for more than 30 days past due, Cal Labs will, at Cal Labs sole discretion:

(i) charge interest on any such delinquent amounts at the rate of one and one-half percent (1.5%) or the highest rate permitted by law, whichever is lower, each month;

(ii) recover from Customer internal and external collection costs and expenses incurred by Cal Labs in relation to the collection of debts and the interpretation, construction, or enforcement of any and all of Customer’s obligations under this Agreement, including attorneys’ fees; and/or

(iii) withhold shipment to Customer of ordered Products or spare parts or suspend the provision of Services until delinquent payments are paid in full; and/or

(iv) suspend or terminate the applicable Product, license or Service, as the case may be. Cal Labs will provide Customer at least seven (7) days prior notice that payment is overdue before suspending a Product, license or Service.

(e) Cancellation

(i) For any and all orders made online, Cal Labs must receive written notice of Customers decision to cancel within 48 hours of Customer receiving confirmation of purchase. Written notice must be sent to Cal Labs address at 4701 Patrick Henry Drive, Bldg 16, Santa Clara, CA 95054 or to Cal Labs e mail address at sales@callabsolutions.net.

(ii) A 25% Restocking fee will be charged to the buyer for any cancellation.

(iii) Payments made by check- ACH- Wire transfer will be refunded by 15-days from the approved return date.

(iv) Returned items must be on their original package and in the same condition they were in upon reaching Customers location.

(v) All Purchase Orders and/or change orders placed by Customer shall be subject to written acceptance or rejection by Cal Labs.

6. Warranty

(a) The Cal Labs warrants that as from the date of delivery for a period of 12 months the goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials. Any additional warranties described inthe specification document are manufacturers warranty only.

(b) Cal Labs warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.

(c) Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by Cal Labs.

7. Indemnification

(a) The Customer shall indemnify Cal Labs against all claims, costs and expenses which Cal Labs may incur and which arise, directly or indirectly, from the Customers breach of any of its obligations under this Agreement, including any claims brought against Cal Labs alleging that any goods and/or services provided by Cal Labs in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.

8. Limitation of Liability

(a) Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of Cal Labs to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates.

(b) In no event shall Cal Labs be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or Cal Labs had been made aware of the possibility of the Customer incurring such a loss.

(c) Nothing in these Terms and Conditions shall exclude or limit the Cal Labs liability for death or personal injury resulting from the Cal Labs negligence or that of its employees, agents or sub-contractors.


(e) Conditions of Hardware Warranty.

(i) Statement of Reseller

a. Cal Lab often, but not always, is a reseller of hardware. When Cal Labs does resell hardware, Cal Labs will make every effort to inform Customer before purchase. The resold hardware will be refurbished and not in its original, unused condition. Customer accepts that if the hardware is refurbished, Customer will not return for aesthetic reasons. Per the terms of the refund policy, Customer will only make returns for defective hardware that does not perform by the terms promised for that hardware.

(ii) This warranty shall be void if the Product is not installed by either:

a. Cal Labs service representative,

b. an authorized representative of Cal Labs, and/or

c. a third party installer authorized and certified by Cal Labs to provide such installations. The Product must be factory certified and not have been previously altered, repaired, or serviced by anyone other than a service facility authorized by Cal Labs to render such service; the serial number on the Product must not have been altered or removed; the Product must not have been subject to accident, misuse, abuse, or operation contrary to the instructions contained in the Products operating manual.

9. Force Majeure

(a) Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

10. Assignment

(a) The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Cal Labs.

11. Severability

(a) If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

12. Waiver

(a) The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a wavier of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

13. Notices

(a) Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

14. Mediation

(a) If a dispute arises out of or relates to this Agreement or its breach that cannot be resolved through negotiation, the parties agree to try in good faith to settle the dispute by mediation.

(b) Mechanics of Mediation. Mediation shall be conducted in the English language in Santa Clara County, California under the commercial arbitration rules of the American Arbitration Association (AAA). The arbitration shall be conducted by a single arbitrator jointly appointed by the parties; provided, however, that if they cannot agree within thirty (30) days after the initiation of the arbitration, then the arbitrator shall be appointed by the President of the AAA. Disputes about arbitration procedure shall be resolved by the arbitrator or failing agreement, by the AAA. The arbitrator may proceed to an award notwithstanding the failure of the other Party to participate in the proceedings. The arbitrator shall be authorized to grant interim relief, including to prevent the destruction of goods or documents involved in the dispute, protect trade secrets and provide for security for a prospective monetary award. The award of the arbitrator shall be the sole and exclusive remedy of the parties and shall be enforceable in any court of competent jurisdiction, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement.

(c) Attorney Fees. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party will be awarded reasonable attorney fees, together with any costs and expenses, to resolve the dispute and to enforce the final judgment

(d) Definition of Prevailing Party. If either party commences arbitration or litigation arising from the interpretation or performance of this Agreement, then at least 30 days before commencement of the arbitration or trial, each party will submit to the other a confidential settlement offer (the “Offer”). This Offer is not admissible in evidence in any arbitration or at trial with respect to the liability of a party; each Offer must be kept confidential by the parties until the tribunal or court makes a final award. If the parties do not reach a settlement, the tribunal or court in the arbitration or litigation will award to the prevailing party reasonable costs and expenses incurred in the arbitration or litigation, including expert witness fees and attorney fees.

(e) If the final award by the tribunal or court is less than the defendant’s Offer, then the defendant is the prevailing party. If the final award by the tribunal or court is more than the plaintiff’s Offer, then the plaintiff is the prevailing party. If the final award by the tribunal or court is between the two Offers, neither party is a prevailing party and each party pays for its own costs and expenses. A party that has not made an Offer cannot be a prevailing party; that party’s Offer will be deemed to be zero if it is the defendant, or the claimed amount if it is the plaintiff.

15. Choice of Law

(a) This Agreement, and any dispute arising from the relationship between the parties to this Agreement, will be governed by California law, excluding any laws that direct the application of another jurisdiction’s laws.

16. Entire Agreement

(a) This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

17. No Third Parties

(a) Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

18. Intellectual Property Rights and Confidentiality

(a) Cal Labs Marks. Customer shall have no rights to use the corporate name of Cal Labs or to use any trademarks, service marks, or trade names of Cal Labs, except as may be approved in writing by Cal Labs.

(b) Intellectual Property Rights. Customer acknowledges and agrees that, as between Cal Labs and Customer, Cal Labs owns all right, title, and interest in and to the Products and Services and all intellectual property rights embodied by or covering the design, manufacture, operation or service of the Products along with the non-exclusive, perpetual, word wide royalty free right to manufacture any derivative works developed by the Customer relating to the Product. The use of Products by Customer under these rights is authorized only for the purposes expressly set forth herein, subject to the terms and conditions of this Agreement, and upon expiration or termination of this Agreementfor any reason such authorization shall cease. Customer shall not

(i) modify any Product or documentation Cal Labs provides to Customer without the prior written approval of Cal Labs or

(ii) reverse engineer or disassemble any Product, or encourage or assist any third party in doing so.

19. Acceptance of Terms

(a) By sending payment to Cal Labs, Customer acknowledges, understands, and accepts the Terms and Conditions for Supply of Goods, Cal Labs Product Return Policy, Terms and Conditions for Use of Cal Labs website.


Cal Labs offers a 15-day return policy on most products sold. Manufacturer restrictions apply to certain merchandise, as detailed below and as updated from time to time. Customer may obtain additional details and any applicable updates from the dedicated Cal Labs account manager and may obtain manufacturer contact information by contacting Cal Labs Customer Relations, which may be reached by calling (650) 410-0225 or by emailing sales@callabsolutions.net Return Restrictions.

Defective Product Returns. Customer may return most defective Products directly to Cal Labs within fifteen (5) days of invoice date and receive, at Cal Labs option, credit, replacement, exchange, or repair. After fifteen (15) days, only the manufacturer warranty applies.

Non-Defective Product Returns. Customer may not return any non-defective Products to within thirty (5) days of invoice date and receive, at Customers option, credit or exchange, except that an automatic Cal Labs restocking charge will reduce the value of any such credit or exchange by a minimum of twenty five percent (25%).

Restricted, Repair-Only Returns. Certain Products can only be returned for repairnot for exchange, replacement or creditbased on current manufacturer requirements. Such Products should be returned to Cal Labs, shipped directly to the manufacturer, or taken to an authorized service center in Customers vicinity. More information may be provided by the dedicated Cal Labs account manager or by Cal Labs Customer Relations.

Restricted, Manufacturer-Only Assistance. Certain Products cannot be returned to Cal Labs for any reasonwithout exceptionand Customer must contact the manufacturer directly for any needed assistance. More information may be provided by the dedicated Cal Labs account manager or by Cal Labs Customer Relations.

Special Orders. Products that are specially ordered may be non-returnable or may have unique return restrictions provided at the time of sale. More information may be provided by the dedicated Cal Labs account manager or by Cal Labs Customer Relations.

Return Merchandise Authorization (RMA) Number. No returns of any type will be accepted by Cal Labs unless accompanied by a unique RMA number, which Customer may obtain by providing the following information to Cal Labs Customer Relations: customer name, applicable invoice number, product serial number, and details of Customers issue with the product. Customer has five (5) days to return a Product after the applicable RMA is issued. Cal Labs reserves the right to refuse any UNAUTHORIZED returns: those that occur after the five (5) day period or those involving Products that are unaccompanied by valid RMAs.

Returned Products Must Be Complete. All Products MUST BE returned one hundred percent (100%) complete, including all original boxes, packing materials, manuals, blank warranty cards, and other accessories provided by the manufacturer. Cal Labs reserves the right to refuse the return of incomplete Products. In addition, Cal Labs will charge a minimum fifteen percent (25%) restocking fee for returns that are accepted.

Responsibility for Shipping Costs. Customer is responsible for the cost of shipping returned items; Cal Labs is responsible for the cost of shipping replacements or exchanges of returned items and will match Customers shipping method.

Customer Shipping Insurance. Customer is strongly advised to purchase full insurance to cover loss and damage in transit for shipments of returned items and to use a carrier and shipping method that provide proof of delivery. Cal Labs is not responsible for loss during such shipment Merchandise Damaged in Transit.

Refusal/Receipt of Damaged Products. If a package containing items purchased from Cal Labs arrives at Customers address DAMAGED, Customer should REFUSE to accept delivery from the carrier. If Customer does accept delivery of such a package, Customer must:

(i) note the damage on the carrier’s delivery record so that Cal Labs may file a claim;

(ii) save, as is, the merchandise AND the original box and packaging it arrived in; and

(iii) promptly notify Cal Labs either by calling Cal Labs Customer Relations or by contacting the Cal Labs account manager to arrange for carriers inspection and pickup of the damaged merchandise. If Customer does not so note the damage and save the received merchandise and does not so notify Cal Labs within fifteen (5) days of delivery acceptance, Customer will be deemed to have accepted the merchandise as if it had arrived undamaged, and Cal Labs regular return policy, as described in sections 1 and 2 above, and all current manufacturer warranties and restrictions will apply. Credits Any credit issued by Cal Labs to Customer under this return policy must be used within two (1) year from the date that the credit was issued and may only be used for future purchases of Product and/or Services. Any credit or portion thereof not used within the two (1) year period will automatically expire.

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