Terms and Conditions of Sale and Supply

This page sets out the standard terms that apply to Calitara LLC’s sale and supply of products and related services. It is intended to work as a master commercial form for hardware, accessories, mounting systems, third-party resale items, and related service offerings.

These Terms are written to be legally robust while remaining practical for day-to-day commercial use. If a quote, order acknowledgment, service order, or separately signed agreement states otherwise, that document may override these Terms to the extent expressly stated.

These Terms and Conditions of Sale and Supply (these “Terms”) govern all quotations, proposals, order acknowledgments, invoices, sales, deliveries, licenses, subscriptions, and supplies by Calitara LLC (“Seller”) of products, accessories, parts, mounting systems, related materials, and any related services or subscriptions to the purchaser identified on the applicable quote, purchase order, order acknowledgment, or invoice (“Buyer”).

1. Applicability, Acceptance, and Order of Precedence

These Terms apply to every quotation, order, sale, delivery, license, subscription, and supply by Seller unless Seller has signed a separate written agreement with Buyer that expressly supersedes these Terms.

Seller expressly rejects any additional, different, or inconsistent terms contained in any purchase order, vendor portal, acknowledgment, confirmation, statement of work, or other communication from Buyer. Such terms will not apply unless Seller expressly agrees to them in a writing signed by an authorized representative of Seller.

Buyer accepts these Terms by any of the following: requesting or accepting a quote, issuing a purchase order, requesting shipment, accepting delivery, paying an invoice, activating or using any Product or Service, or otherwise placing or accepting an order.

If Seller provides any services, subscriptions, connectivity, airtime, data access, software access, support, or other non-product offerings (collectively, “Services”), those Services are governed by these Terms together with any supplemental service description, service order, statement of work, or service-specific terms issued or approved by Seller. In the event of conflict, the following order of precedence applies unless Seller expressly states otherwise in writing: (a) a separate written agreement signed by Seller and Buyer; (b) Seller’s quote, order acknowledgment, service order, or statement of work; (c) these Terms; and (d) any Buyer document, but only to the extent expressly accepted by Seller in writing.

2. Quotes, Orders, and Contract Formation

Seller’s quotes are informational only, may be changed or withdrawn at any time before Seller accepts Buyer’s order, and expire on the date stated in the quote or, if no date is stated, thirty (30) days after issuance.

An order is not binding on Seller until Seller accepts it in writing, ships the Products, or issues an invoice.

Seller may refuse any order, limit quantities, allocate available inventory, or condition acceptance on credit approval, payment assurance, or additional information.

3. Products, Services, Descriptions, and Suitability

Seller supplies commercial off-the-shelf products, accessories, mounting systems, installation hardware, related materials, and, where applicable, commercial services or subscriptions.

Unless expressly stated otherwise in a written specification issued by Seller, all product descriptions, illustrations, photographs, dimensions, weights, compatibility statements, performance references, service descriptions, availability statements, and similar information are approximate and provided for general informational purposes only.

Buyer is solely responsible for determining whether each Product or Service is suitable for Buyer’s intended use, installation environment, device, enclosure, container type, mounting surface, duty cycle, communications environment, operating conditions, compliance requirements, and end-use application.

For mounting systems and installation hardware, including without limitation magnet kits, brackets, fasteners, straps, adhesive mounts, and similar attachment products, Buyer is solely responsible for evaluating and validating, before deployment, all application-specific factors that may affect performance, including surface composition and thickness, coating condition, corrosion, vibration, impact, wind, shock, temperature, humidity, ice, debris, loading, mounting orientation, inspection interval, and the size, weight, shape, and center of gravity of any attached equipment.

Unless expressly stated by Seller in a signed writing, Seller does not warrant or represent that any Product or Service is approved, certified, or endorsed by any third-party original equipment manufacturer, carrier, network provider, government authority, or end user, or that any Product or Service is fail-safe, tamper-proof, or fit for any mission-critical, safety-critical, navigation-critical, or governmental use.

4. Pricing, Payment, Credit, and Suspension

All prices are stated in the currency shown in Seller’s quote or invoice and are exclusive of freight, insurance, taxes, duties, tariffs, customs fees, brokerage charges, VAT, GST, sales tax, use tax, withholding tax, and similar charges.

Unless otherwise stated in Seller’s quote or invoice, payment is due within thirty (30) days from the invoice date, without setoff, deduction, or withholding.

Past-due amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.

If Buyer fails to pay any amount when due, Seller may suspend performance, cancel unshipped orders, require prepayment, hold shipments, or revoke credit terms, in addition to any other remedies available at law or in equity.

Buyer shall reimburse Seller for reasonable costs of collection, including attorneys’ fees and collection agency fees, to the extent permitted by law.

5. Taxes, Duties, and Importation

Buyer is responsible for all taxes and governmental charges arising from the sale, shipment, delivery, import, export, use, or resale of the Products, excluding only taxes based on Seller’s net income.

For international shipments, unless Seller expressly agrees otherwise in writing, Buyer is responsible for customs clearance, import licensing, duties, brokerage, VAT, and all local compliance obligations in the destination country.

If Seller is required by law to collect or remit any tax, Buyer shall pay that amount unless Buyer provides a valid exemption certificate acceptable to the relevant taxing authority.

6. Delivery, Shipment Terms, Title, and Risk of Loss

Delivery dates are estimates only and are not guaranteed. Seller is not liable for delay in manufacture, procurement, shipment, export clearance, import clearance, customs processing, delivery, or tender.

Unless otherwise agreed by Seller in writing, Seller will select the shipping method, routing, and carrier in its reasonable discretion. Seller may make partial shipments or deliveries, and each partial shipment or delivery may be invoiced separately and treated as a separate sale.

Unless otherwise expressly agreed by Seller in writing, shipments are made Ex Works (EXW) Seller’s facility, Incoterms 2020, or, for domestic U.S. shipments where Incoterms are not specified, risk of loss passes when Seller delivers the Products to the carrier at the shipping point. If Seller agrees in writing to different shipment terms, delivery obligations, title transfer, and risk of loss will be interpreted consistently with the applicable agreed Incoterm or other written shipping arrangement.

Buyer is responsible for unloading, receipt, inspection, customs clearance, importation, duties, taxes, brokerage, compliance, and any destination charges, except to the extent Seller expressly agrees otherwise in writing.

Title to Products passes to Buyer upon the earlier of Seller’s receipt of full payment or transfer of risk of loss, except that Seller retains all rights and remedies of an unpaid seller and any security interest available under applicable law until full payment is received.

7. Inspection and Acceptance

Buyer must inspect Products promptly upon receipt.

Any claim for visible damage, shortage, incorrect shipment, or other nonconformity reasonably discoverable on inspection must be made in writing within five (5) business days after delivery. Any claim for latent defect covered by the limited warranty in Section 10 must be made within the notice period stated in that Section.

If Buyer fails to notify Seller within the applicable period, the Products will be deemed accepted and conforming, without prejudice to any non-waivable rights Buyer may have under applicable law.

8. Cancellations, Returns, Shipment Holds, and Storage

Accepted orders may not be cancelled, rescheduled, suspended, or modified by Buyer without Seller’s prior written consent.

If Seller agrees to a cancellation, reschedule, shipment hold, or other change requested by Buyer, Seller may charge Buyer for any resulting restocking fees, storage charges, warehousing charges, handling charges, cancellation charges, price increases, expedited freight, and any nonrecoverable costs incurred by Seller, including supplier cancellation charges, procurement costs, packaging costs, customization costs, and outbound or return freight.

If Buyer delays shipment, fails to provide required shipping instructions, fails to accept delivery, or otherwise causes Seller to hold Products after they are ready for shipment, Seller may treat the Products as delivered for invoicing purposes, arrange storage at Buyer’s risk and expense, and charge reasonable storage, handling, insurance, and redelivery fees.

Returns require Seller’s prior written return authorization. Authorized returns must be unused, in original packaging, and received by Seller in resaleable condition within the period specified by Seller. Returns may be subject to restocking fees, inspection charges, refurbishment charges, and return freight charges.

Custom, modified, configured, special-order, non-stock, clearance, discontinued, used, activated, software-enabled, or damaged items are non-cancellable and non-returnable unless Seller expressly agrees otherwise in writing.

9. Limited Warranty (One Year)

Seller warrants to Buyer only that, for a period of one (1) year from the date of delivery to Buyer, the Products sold by Seller will, under normal intended use and in all material respects:

• conform to Seller’s written product description applicable to the Product at the time of sale; and
• be free from material defects in materials and workmanship.

This limited warranty applies only to Buyer as the original purchaser from Seller and is not assignable except with Seller’s written consent.

Buyer must provide written notice of any warranty claim within thirty (30) days after discovery of the alleged defect and, in all events, before the warranty period expires. Seller may require return of the affected Product, photographs, inspection reports, usage records, or other supporting information before processing a claim.

Seller’s sole obligation, and Buyer’s exclusive remedy, for any valid warranty claim is, at Seller’s option, to:

• repair the Product;
• replace the Product; or
• refund the purchase price paid for the affected Product.

Any repaired or replacement Product is warranted only for the remainder of the original warranty period.

10. Warranty Exclusions and Limitations

The limited warranty in Section 9 does not apply to, and Seller shall have no liability for, any defect, damage, failure, loss, or performance issue resulting in whole or in part from:

1. improper installation, mounting, removal, inspection, testing, handling, storage, transportation, maintenance, repair, or use;
2. misuse, abuse, negligence, accident, vandalism, theft, impact, collision, or unusual physical, thermal, electrical, magnetic, or environmental stress;
3. corrosion, rust, oxidation, salt exposure, chemical exposure, UV degradation, temperature extremes, condensation, moisture ingress, ice, wind, vibration, or shock;
4. overloading or use beyond stated or reasonably inferable physical limits;
5. use on unsuitable, contaminated, coated, corroded, uneven, curved, thin, damaged, or non-ferrous mounting surfaces;
6. alteration, modification, disassembly, or repair by anyone other than Seller or Seller’s authorized representative;
7. use with incompatible devices, enclosures, brackets, fasteners, adhesives, straps, housings, attachments, networks, platforms, or services;
8. ordinary wear and tear or cosmetic damage; or
9. any use inconsistent with Seller’s instructions, documentation, or the intended commercial purpose of the Product.

11. DISCLAIMER OF OTHER WARRANTIES

EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 9, THE PRODUCTS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND SELLER DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, OR THAT THE PRODUCTS WILL OPERATE WITHOUT INTERRUPTION OR FAILURE.

TO THE EXTENT APPLICABLE LAW DOES NOT ALLOW AN IMPLIED WARRANTY TO BE DISCLAIMED, THAT IMPLIED WARRANTY IS LIMITED TO THE SHORTEST PERIOD AND THE NARROWEST SCOPE PERMITTED BY APPLICABLE LAW.

12. Product Limitations, Installation, Mounting Systems, and Safety

Buyer acknowledges that the performance of mounting systems, installation hardware, and similar Products depends on application-specific conditions outside Seller’s control, including mounting-surface composition and thickness, coatings and paint, rust and corrosion, moisture, dirt, oil, salt, ice, surface flatness, curvature, vibration, shock, wind, temperature, humidity, loading, mounting orientation, inspection frequency, and the size, weight, shape, and center of gravity of any attached equipment.

Accordingly, unless Seller expressly agrees otherwise in a signed writing, Seller does not guarantee adhesion, retention, holding force, holding duration, environmental performance, or continued attachment under all field conditions or in Buyer’s specific deployment environment. Buyer is solely responsible for validating performance and suitability in actual use conditions before operational deployment.

Buyer is solely responsible for installation, integration, labeling, inspection, maintenance, operational procedures, redundancy, and all safety measures associated with use of the Products.

Seller does not undertake any duty to supervise Buyer’s installation or field use.

Buyer shall not rely on the Products as the sole or primary means of securing any device, container, asset, or load where a failure could result in personal injury, death, loss of mission, environmental harm, or significant property damage, unless Seller expressly agrees in a separate signed writing to a specific application and scope.

13. Compatibility, Third-Party Devices, and Third-Party Providers

Any statement by Seller regarding compatibility with third-party devices, equipment, platforms, networks, or systems means only that a Product or Service may generally be used with such items in some configurations. It is not a guarantee of performance in Buyer’s specific application.

Unless expressly stated otherwise in writing, Seller is an independent supplier and reseller, is not the manufacturer or operator of any third-party device, platform, network, or service, and does not bind or speak on behalf of any third-party original equipment manufacturer, carrier, network provider, software provider, data provider, or other supplier.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF USE, COST OF SUBSTITUTE GOODS, COST OF COVER, DOWNTIME, PROCUREMENT COSTS, OR REPUTATIONAL HARM, ARISING OUT OF OR RELATING TO ANY QUOTE, ORDER, SALE, DELIVERY, DELAY, NONDELIVERY, USE, MISUSE, OR INABILITY TO USE THE PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY PRODUCT OR ORDER SHALL NOT EXCEED THE AMOUNT PAID BY BUYER TO SELLER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, AND REGARDLESS OF WHETHER ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15. Mandatory Legal Carve-Out

Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited under applicable law.

Without limiting the foregoing, nothing in these Terms excludes or limits liability for death or personal injury caused by Seller’s negligence, fraud, or fraudulent misrepresentation, or any other liability that applicable law prohibits Seller from excluding or limiting.

16. Government, Defense, and Public-Sector Transactions

Unless Seller expressly agrees otherwise in a writing signed by an authorized representative of Seller, the Products and Services are offered only as commercial products, commercial services, commercial components, or commercially available off-the-shelf items, as applicable, and not as items designed, manufactured, tested, certified, or warranted to unique government or military specifications.

Seller does not agree by implication to any government procurement clause, public procurement term, flow-down, certification, cybersecurity requirement, quality requirement, country-of-origin obligation, inspection standard, packaging standard, marking requirement, data-rights term, security control, military specification, NATO requirement, or public-sector subcontract term solely because Buyer references a government, defense, NATO, Ministry of Defence, Department of National Defence, prime contract, subcontract, solicitation, or purchase order.

Any FAR, DFARS, agency supplement, Crown, NATO, NCIA, NSPA, or other public-procurement clause or flow-down applies to Seller only if, and only to the extent that, Seller expressly accepts it in a writing signed by Seller after review.

If Buyer purchases Products or Services for resale to, or use in performance of a contract with, any government, military, defense, or NATO-related entity, Buyer remains solely responsible for: (a) determining whether the Products or Services satisfy the commercial product, commercial service, commercial component, or commercially available off-the-shelf item treatment applicable to Buyer’s procurement; (b) identifying and flowing down to Seller only those clauses that are mandatory and expressly accepted by Seller; (c) obtaining all required approvals, classifications, waivers, licenses, and end-use authorizations; and (d) ensuring that its descriptions, certifications, representations, and offers to its customer are accurate and not broader than Seller’s written commitments.

Unless expressly stated in a signed writing, Seller does not warrant that the Products or Services comply with military specifications, defense standards, NATO standards, information-assurance requirements, public procurement security requirements, or any specific governmental contract requirement, nor does Seller warrant fitness for mission-critical, safety-critical, defense, or sovereign use.

17. Services, Availability, and Suspension

If Seller supplies any Services, Buyer acknowledges that such Services may be provided by Seller, third-party providers, or a combination of both, and may depend on third-party networks, carrier services, cloud infrastructure, software platforms, hardware, power, connectivity, or systems outside Seller’s control.

Unless expressly stated otherwise in a signed writing, Services are provided on a commercially reasonable basis and may be modified, suspended, or discontinued due to maintenance, upgrades, outages, network limitations, carrier action, legal compliance requirements, security concerns, upstream supplier action, force majeure, or nonpayment.

Seller may suspend or restrict any Service, account, subscription, credential, device access, or related support if Buyer fails to pay when due, breaches these Terms, violates law, creates security or compliance risk, or causes Seller or any upstream provider to face legal, regulatory, operational, or reputational risk.

Service levels, uptime commitments, support response times, usage limits, fair-use limits, data-retention periods, and similar operational commitments apply only if expressly stated in a separate written service description or signed agreement.

18. Export Controls, Sanctions, End Use, and Resale

Buyer shall comply with all applicable export control, import, customs, sanctions, anti-boycott, and trade compliance laws and regulations.

Buyer shall not export, reexport, transfer, resell, or use any Product or Service in violation of applicable law or for any prohibited end use, prohibited end user, or prohibited destination.

Buyer shall provide end-use, end-user, and destination information reasonably requested by Seller and shall cooperate with Seller’s compliance screening and due diligence procedures.

Seller may refuse, suspend, or cancel any order or Service if Seller reasonably believes the transaction may violate applicable law or expose Seller to sanctions, export control, or similar compliance risk.

19. Intellectual Property and Documentation

The sale or supply of Products and Services does not transfer any intellectual property rights except the limited right for Buyer to use the purchased Product or authorized Service for its ordinary intended commercial purpose and in accordance with any applicable license, service description, or usage restriction.

Any manuals, drawings, specifications, photographs, credentials, software interfaces, portal access, or other documentation or materials provided by Seller remain Seller’s or its licensors’ property and may not be copied, disclosed, reverse engineered, or used for any purpose other than Buyer’s internal evaluation and authorized use, unless Seller agrees otherwise in writing.

20. Force Majeure

Seller is not liable for any failure or delay caused by events beyond Seller’s reasonable control, including supply shortages, transportation delays, port congestion, labor disputes, pandemics, epidemics, natural disasters, cyber incidents, carrier outages, cloud outages, governmental action, war, terrorism, embargoes, sanctions, utility failures, or acts or omissions of suppliers, carriers, or service providers.

In such an event, Seller may extend delivery dates, allocate inventory, suspend performance, suspend Services, or cancel affected orders without liability.

21. Indemnity

Buyer shall defend, indemnify, and hold harmless Seller and its owners, officers, employees, agents, and affiliates from and against any third-party claim, demand, action, loss, liability, damage, judgment, penalty, fine, cost, or expense (including reasonable attorneys’ fees) arising out of or related to: (a) Buyer’s installation, use, resale, export, transfer, or provision of the Products or Services; (b) Buyer’s breach of these Terms; (c) Buyer’s negligence, misuse, misrepresentation, or noncompliance with law; or (d) Buyer’s representations, warranties, service commitments, or certifications to any third party that are broader than those expressly made by Seller.

22. Governing Law, Venue, and CISG Exclusion

These Terms and any dispute arising out of or relating to them or any sale or supply of Products or Services shall be governed by the laws of the Commonwealth of Virginia, U.S.A., without regard to conflicts-of-law rules.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

Subject to Seller’s right to seek injunctive or equitable relief in any competent jurisdiction, the state and federal courts located in the Commonwealth of Virginia shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms or any sale or supply of Products or Services, and Buyer irrevocably submits to that jurisdiction and venue.

23. Miscellaneous

If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect and the unenforceable provision will be enforced to the maximum extent permitted.

No waiver by Seller is effective unless in writing. No waiver on one occasion is a waiver of any future breach.

Buyer may not assign its rights or obligations without Seller’s prior written consent. Seller may assign these Terms in connection with a merger, sale of assets, or corporate reorganization.

These Terms may be updated by Seller from time to time for future transactions by posting an updated version on Seller’s website. The version in effect on the date of Seller’s quote or order acknowledgment will apply to the applicable transaction unless Seller states otherwise.

24. Contact Information

Questions regarding these Terms should be directed to Calitara LLC using the contact information shown on Seller’s website or quote.

Calitara LLC
Reston, VA
[email protected]