1. Ordering

To assure maximum speed and accuracy in processing, the following information should be included:

• Manufacturer name, part number, description, and quantity required
• Bill-to and ship-to addresses
• Purchase Order number (if applicable)
• Preferred shipping method and any account number for carrier billing

Orders may be sent via e-mail, fax, or electronically transmitted via B2B procurement systems to:

E-mail: sales@net-systems.com
Fax: (949) 752-5166
Phone: (949) 752-5100

All orders are subject to acceptance by NET Systems and to product availability. Pricing on quotations is valid for 15 days unless otherwise stated and is subject to change without notice for orders placed thereafter.

Pricing and typographical errors. Pricing and product information on quotations, invoices, and the website are believed to be accurate but are subject to correction. In the event of an obvious typographical, clerical, or pricing error, NET Systems reserves the right to cancel or void any affected order prior to shipment and to issue a full refund of any amounts already paid, without further liability.

Terms precedence. These Terms & Conditions govern every sale by NET Systems and supersede any conflicting or additional terms contained in a customer purchase order, acknowledgment, or other document, regardless of whether such terms are signed or accepted by NET Systems. NET Systems' acceptance of an order is expressly conditioned on the customer's assent to these Terms & Conditions.

Product substitution and discontinuation. Manufacturer product lifecycles, allocation, and channel availability are outside NET Systems' control. If a product ordered is discontinued, reallocated, superseded, or otherwise becomes unavailable to NET Systems before shipment, NET Systems may, at its option and upon notice to the customer: (i) substitute a comparable product of equal or greater specification at the same price; (ii) extend the delivery schedule; or (iii) cancel the affected portion of the order and refund any amounts paid, without further liability. Minor variations in manufacturer packaging, firmware revision, or accessory bundles shall not be treated as non-conformity.

2. Payment Terms

Payment in U.S. dollars by: Visa, MasterCard, American Express, ACH/wire transfer, and Corporate Purchasing Cards / PCards.

Purchase Orders / Net credit terms are available upon credit approval.

Credit-card security notice: For your protection, do not send credit card numbers, CVV codes, or full expiration dates by e-mail or fax. Provide credit-card details only by telephone with our sales team at (949) 752-5100, or by completing checkout on our PCI-DSS attested online store at store.net-systems.com.

For credit-card orders placed by phone or store checkout, please be ready to provide:

• Name of the Card Holder
• Credit Card Number
• Billing Address
• Expiration Date

Late payments. Invoices are due on the date stated on the invoice. Amounts not paid when due will accrue a service charge of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) on the unpaid balance until paid in full. The customer agrees to reimburse NET Systems for reasonable collection costs, including attorneys' fees, incurred in recovering past-due amounts.

Credit hold, setoff, and security interest. If the customer's account is past due, over its credit limit, or if NET Systems in its reasonable judgment has concerns about the customer's creditworthiness, NET Systems may, without liability, withhold or suspend shipments, require payment in advance or on different terms, or cancel unshipped orders. NET Systems may apply any payment received, or any credit owed to the customer, against any amount the customer owes NET Systems on any order. Until each product is paid for in full, the customer grants NET Systems a purchase-money security interest in that product and in any proceeds from its sale, and authorizes NET Systems to file any financing statements necessary to perfect that interest.

Pricing confidentiality. Quotation pricing, discount levels, and non-public commercial terms extended to the customer are the confidential information of NET Systems. The customer agrees not to disclose them to any third party (other than its employees, attorneys, and accountants on a need-to-know basis) without NET Systems' prior written consent.

Electronic communications and signatures. The customer consents to receive quotations, order acknowledgments, invoices, credits, RMA notices, and other communications from NET Systems in electronic form (including by e-mail and through the NET Systems website and online store). The customer agrees that (i) electronic communications satisfy any legal requirement that such communications be in writing, and (ii) acceptance of a quotation, electronic signature, "click to accept" acknowledgment, or placement of an order by e-mail, fax, EDI, or online form constitutes a valid signature and a binding agreement under the federal E-SIGN Act, the California Uniform Electronic Transactions Act, and any similar applicable law.

3. Taxes and Duties

California sales tax is applied to all orders shipped within California unless a valid resale or exemption certificate is on file with NET Systems prior to invoicing. The customer is responsible for, and will pay or reimburse NET Systems for, all sales, use, excise, value-added, gross-receipts, import, customs, and similar taxes, duties, tariffs, and governmental charges arising out of or relating to any order, excluding only taxes imposed on NET Systems' net income. If the customer claims a tax exemption, the customer must provide a valid exemption certificate prior to invoicing; if an exemption is later disallowed, the customer will reimburse NET Systems for the disallowed amount together with any penalties and interest assessed.

4. Shipping Procedures

NET Systems will ship U.S. nationwide standard 3–5 business days delivery, or in accordance with customer shipping instructions.

• 2-day and overnight shipping available on request
• Shipping via FedEx, UPS, or DHL
• Worldwide shipping available
• Shipment consolidation services

Shipping instructions should be included with each order. Unless otherwise agreed in writing, all shipments are FOB Origin; title and risk of loss pass to the customer when the carrier takes possession of the shipment at NET Systems' facility.

5. Return Policy and Procedures

All sales are final. All products sold by NET Systems are deemed non-returnable, non-cancellable, and non-refundable once an order is accepted. By placing an order, the customer represents that it has verified product specifications, compatibility, and suitability for its intended use prior to purchase, and that NET Systems has relied on that representation in accepting the order.

Limited exceptions. NET Systems may, in its sole and absolute discretion, authorize a return only in the following narrow circumstances, and only when a valid Return Merchandise Authorization (RMA) is issued by NET Systems in advance:

• Products that arrive Defective on Arrival (DOA), reported within 5 business days of delivery;
• Shipping damage, reported within 5 business days of delivery and documented with the carrier at the time of receipt; or
• A shipment that does not match the items or quantities on the NET Systems invoice, reported within 5 business days of delivery.

No return will be accepted without a valid RMA or outside the windows above.

Products that are never returnable. The following categories are always final-sale and are not eligible for return, cancellation, exchange, or credit under any circumstances:

• Special-order, built-to-order, or custom-configured products (including servers, workstations, laptops, and network hardware configured to customer specification);
• Software, software licenses, subscriptions, cloud services, activation keys, digital downloads, or any product for which a license key has been issued, delivered, or activated;
• Consumables (toner, ink, batteries, media, tape, cables);
• Products whose manufacturer seal, packaging, or tamper-evident wrapping has been opened, altered, damaged, or removed;
• Products missing accessories, documentation, manuals, warranty cards, or manufacturer packaging;
• Products with removed, altered, or defaced serial numbers, asset tags, or manufacturer labels;
• Products the underlying manufacturer, distributor, or vendor declines to accept for return; and
• Any product for which the applicable manufacturer return window has closed.

Manufacturer policies govern. All returns are subject to the return, warranty, and restocking policies of the underlying manufacturer or distributor. If a manufacturer declines a return, NET Systems cannot accept the return, and the customer's remedy is limited to the manufacturer's warranty. NET Systems reserves the right to decline any return at its sole discretion — including after an RMA has been issued — if inspection shows the return does not qualify.

RMA procedure. All authorized returns require an RMA number issued in advance. To request an RMA, email RMA@net-systems.com or call (949) 752-5100 and provide:

• Customer name and invoice number
• Product model / part number and serial number
• Reason for return and supporting documentation (photos of damage, DOA error logs, etc.)

RMA numbers are valid for 5 days from issuance. Product must be received by NET Systems within that window or the RMA will be voided and the return refused.

Condition on return. All authorized returns must arrive in new, unused, resalable condition, 100% complete in the original unaltered manufacturer packaging, with all original materials, manuals, blank warranty cards, accessories, cables, tamper-evident seals, and any other items included in the original shipment. NET Systems reserves the right to refuse any return that does not meet these requirements, or to assess additional charges — up to and including the full invoice value of missing or damaged components — to cover reconditioning or loss of manufacturer resalability.

Fees and shipping. Authorized returns, where allowed, are subject to a restocking fee of up to 25% (or the manufacturer's fee, if higher). Original shipping charges are non-refundable. Return shipping is the customer's responsibility and must be fully insured via a tracked courier (FedEx, UPS, or DHL). Product lost or damaged in return transit remains the customer's responsibility until received and inspected by NET Systems.

Damaged shipments. If a package arrives visibly damaged, we recommend refusing delivery and having the carrier take it back. If delivery is accepted, the damage must be noted on the carrier's delivery record at the time of receipt, all merchandise and packaging must be retained, and NET Systems must be notified within 5 business days to arrange carrier inspection and pickup. Failure to document damage with the carrier at receipt, or failure to notify NET Systems within 5 business days, waives any damage claim and the product is treated as accepted in good condition.

DOA products. DOA products reported within 5 business days may be returned under an RMA for replacement, exchange, or credit at NET Systems' discretion, subject to manufacturer restrictions. After the 5-business-day DOA window, defective products fall under the applicable manufacturer warranty and must be serviced directly by the manufacturer's service center; NET Systems has no obligation to accept returns or arrange replacement beyond the DOA window.

No course of dealing. Any prior return accepted by NET Systems outside these terms — as a courtesy, goodwill gesture, or otherwise — does not waive any provision of this policy, create a course of dealing, or obligate NET Systems to accept future returns on similar terms.

6. Warranty Services and Repairs

Authentic, authorized-channel product. NET Systems sells products that are new, genuine, and sourced from the original manufacturer or its authorized distributors. NET Systems does not sell used, refurbished, counterfeit, or "gray-market" goods unless expressly identified as such on the quotation. The customer agrees not to resell, export, or re-export NET Systems products outside authorized channels or territories where doing so would violate the manufacturer's channel or warranty policy.

All products sold by NET Systems carry the warranty provided by their corresponding manufacturers. Defective items are warranted solely by the manufacturers and should be sent to the manufacturer's service locations for repairs or exchange.

DOA (Defective on Arrival) products under warranty may be returned to NET Systems, using a courier delivery service, with copies of invoice and packing list as described in the return policy above.

Include the following declaration on the Airway Bill: "Defective (DOA) Product being returned for repair or replacement."

Product warranty does not cover freight charges from or to the repair service locations. Shipping costs between customer and NET Systems and manufacturer service locations are the responsibility of the customer.

Warranty disclaimer. EXCEPT FOR THE MANUFACTURER WARRANTY THAT PASSES THROUGH TO CUSTOMER, PRODUCTS ARE PROVIDED "AS IS," AND NET SYSTEMS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NET SYSTEMS MAKES NO REPRESENTATION, WARRANTY, OR ASSURANCE THAT ANY PRODUCT IS DESIGNED FOR OR SUITABLE FOR USE IN ANY HIGH-RISK OR LIFE-CRITICAL ENVIRONMENT, INCLUDING WITHOUT LIMITATION NUCLEAR FACILITIES, AIRCRAFT OR AUTOMOTIVE SAFETY OR NAVIGATION SYSTEMS, MEDICAL LIFE-SUPPORT SYSTEMS, OR WEAPONS SYSTEMS, AND THE CUSTOMER ASSUMES ALL RISK OF ANY SUCH USE.

7. Export Controls and Compliance

The IT hardware and software products sold by NET Systems may be subject to U.S. export-control laws, including the Export Administration Regulations (EAR) administered by the Bureau of Industry and Security (BIS), and to economic sanctions administered by the Office of Foreign Assets Control (OFAC). By placing an order, you represent and agree that:

• You will not export, re-export, transfer, or divert any product purchased from NET Systems to any country, end-user, or end-use prohibited by U.S. law without prior written authorization from the U.S. government.
• You are not located in, and will not transfer products to, any country subject to a U.S. embargo, and you are not on any U.S. government restricted-party list (e.g., the Denied Persons List, Entity List, or Specially Designated Nationals List).
• You will comply with all applicable customs, import, and tax laws in your destination country.
• You will comply with all other laws, regulations, and industry standards applicable to your acquisition, possession, use, resale, and disposal of the products, including without limitation anti-bribery and anti-corruption laws (such as the U.S. Foreign Corrupt Practices Act), data-protection laws, and electronic-waste (e-waste) and environmental regulations.

8. Limitation of Liability

To the maximum extent permitted by applicable law, NET Systems' total liability arising out of or relating to the sale of any product shall not exceed the purchase price paid by the customer for the specific product giving rise to the claim. In no event will NET Systems be liable for indirect, incidental, special, consequential, or punitive damages — including, but not limited to, lost profits, lost data, or business interruption — even if advised of the possibility of such damages. Nothing in this section limits liability that cannot be limited under applicable law (such as gross negligence, willful misconduct, or fraud).

Time limit for claims. Any claim or cause of action arising out of or relating to these Terms or the sale of any product must be commenced within one (1) year after the cause of action accrues, or it is permanently barred. This limitation applies to the maximum extent permitted by applicable law.

9. Indemnification

The customer will defend, indemnify, and hold harmless NET Systems, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, suit, proceeding, loss, damage, liability, fine, penalty, cost, or expense (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) the customer's use, modification, installation, integration, combination, resale, export, re-export, or disposal of any product; (b) the customer's breach of these Terms & Conditions or of any applicable law, regulation, or manufacturer policy; (c) the customer's negligence or willful misconduct; (d) any infringement or alleged infringement of any patent, copyright, trademark, trade secret, or other intellectual-property right to the extent arising from the customer's specifications, designs, or instructions, or from the combination of a product with any item not supplied by NET Systems; or (e) any use of a product in a high-risk or life-critical environment. NET Systems will promptly notify the customer of any claim subject to this indemnity, give the customer reasonable control of the defense and settlement (provided no settlement imposes any obligation on NET Systems without its prior written consent), and provide reasonable cooperation at the customer's expense.

10. Governing Law and Dispute Resolution

These Terms & Conditions, and any sale of products or services by NET Systems, are governed by the laws of the State of California, without regard to its conflict of law principles. Any legal action or proceeding arising out of or related to a sale shall be brought exclusively in the state or federal courts located in Orange County, California, and the parties consent to the personal jurisdiction of those courts. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

Jury-trial waiver. To the maximum extent permitted by applicable law, each party knowingly, voluntarily, and intentionally waives any right it may have to a trial by jury in any legal proceeding arising out of or relating to these Terms or any sale of products or services by NET Systems.

11. Force Majeure

NET Systems will not be liable for any failure or delay in performance arising out of or caused by circumstances beyond its reasonable control, including, without limitation: acts of God, natural disasters, pandemics or public-health emergencies, war, terrorism, civil unrest, governmental action, labor disputes, supplier or manufacturer allocation, component shortages, cyberattacks, power or Internet outages, and disruptions in transportation or shipping. If such an event materially affects NET Systems' ability to fulfill an order, NET Systems will notify the customer and may, at its option, extend the delivery schedule, substitute a comparable product, or cancel the affected portion of the order without further liability.

12. Assignment

The customer may not assign, delegate, or transfer these Terms & Conditions or any order, in whole or in part, by operation of law, change of control, merger, sale of assets, or otherwise, without NET Systems' prior written consent; any attempted assignment without such consent is void. A change of control of the customer (including any merger, acquisition, or sale of all or substantially all of the customer's assets) shall be deemed an assignment for purposes of this section. NET Systems may assign these Terms, any order, or any right to receive payment, without the customer's consent, to an affiliate or to a successor in a merger, acquisition, or sale of all or substantially all of its assets or business. Subject to the foregoing, these Terms bind and benefit the parties and their respective permitted successors and assigns.

13. General

Entire agreement. These Terms & Conditions, together with the applicable NET Systems quotation and invoice (and any written agreement signed by both parties that expressly supersedes these Terms), constitute the entire agreement between the parties regarding the subject matter of each order and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

Severability. If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it will be severed, and the remaining provisions will remain in full force and effect.

No waiver. NET Systems' failure or delay in exercising any right or provision under these Terms will not constitute a waiver of that right or provision, and no single or partial exercise of any right precludes any other or further exercise of the same or any other right.

No course of dealing. Any prior accommodation, courtesy exception, or deviation from these Terms granted by NET Systems shall not constitute a course of dealing or course of performance, and shall not modify, supplement, or waive any provision of these Terms with respect to any future order.

Headings. Headings are for convenience only and do not affect the interpretation of these Terms.

Relationship of the parties. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, employment, agency, or fiduciary relationship between the parties.

Notices. Notices to NET Systems must be in writing and sent to: NET Systems, Inc., 17875 Von Karman Ave., Suite 150, Irvine, CA 92614, Attn: Legal, with a copy to sales@net-systems.com. Notices to the customer may be sent to the billing or ship-to address or e-mail on file for the most recent order. Notices are deemed given on the date of delivery for hand delivery, one business day after deposit with a reputable overnight courier, three business days after deposit in first-class U.S. mail (postage prepaid), or on the date sent for e-mail (absent a bounce-back or delivery failure).

Survival. Any provision that by its nature is intended to survive termination or completion of an order shall so survive, including without limitation the sections on Payment Terms, Taxes and Duties, Returns, Warranty Disclaimer, Limitation of Liability, Indemnification, Governing Law, Assignment, and this General section.

14. Changes to These Terms

NET Systems may update these Terms & Conditions at any time by posting a revised version at https://net-systems.com/terms-conditions.html. The version in effect on the date an order is accepted by NET Systems governs that order. The customer's placement of any subsequent order constitutes acceptance of the then-current version of these Terms.

15. Contact

For questions about these Terms & Conditions or any order, please contact:

NET Systems, Inc.
17875 Von Karman Ave., Suite 150
Irvine, CA 92614
Sales: sales@net-systems.com
RMA: rma@net-systems.com
Phone: (949) 752-5100
Fax: (949) 752-5166

Privacy. Any personal data collected by NET Systems in connection with a quotation, order, account, or other interaction is handled under the NET Systems Privacy Policy, available at /privacy.html.