Netceed’s Standard Terms and Conditions of Sale

DEFINITIONS

"Buyer" or “Customer” means the purchaser of Materials from Comstar Supply Inc., Walker and Associates, Inc., Multicom Inc., and/or USTC-United States Technologies Communication Corp. all doing business as Netceed (“Netceed”).

“Materials” means components, supplies, merchandise, commodities, consumables, stock items, services and other articles sold by Seller to Buyer hereunder, without limitation, the Materials identified in a Purchase Order.

“Purchase Order", “Order” or "P.O." means a written order transmitted from Buyer to Seller for the purchase of Materials and or services.

“Quote” means a quotation from Seller that identifies the Materials that may be ordered by Buyer and sets forth the estimated price for such Materials and may or may not include the estimated freight costs.

“Seller" as used herein means Netceed.

PRICES AND QUOTATIONS 

All prices on Seller’s website and Seller’s quotes are subject to change without notice. Unless otherwise extended and agreed upon in writing the price contained in a quote will expire and become invalid on the expiration date as noted on the quote. Seller reserves the right to update any price or quote in the event of an increase in tariffs, levies, duties, freight or importation cost or charges, manufacturer pricing or product exchange rate fluctuation. In case of the foregoing events, Seller will provide an updated price or quote to the Buyer and Seller will not process or ship an order until the Buyer has provided its acceptance of the price, through written communication or updated order. All invoice prices are those in effect on the date of shipment, unless otherwise agreed to in writing by Buyer and Seller. All published pricing information is current at the time of publication and is provided for general information and estimation purposes only. Published prices are neither quotations nor offers to sell. Prices do not include applicable federal, state or local taxes. All taxes applicable to Materials ordered shall be paid by Buyer, or in lieu thereof, Buyer shall provide Seller with a tax exemption certificate acceptable to the taxing authorities. In the event an initial order is received prior to the submittal of the tax exemption certificate, Buyer shall be required to recover taxes from any taxing authority where taxes were withheld by Seller prior to receipt of valid exemption certificate by Seller.

The Seller’s suggested bill of materials contained in a quote is based on information provided to Seller by Buyer as well as any necessary assumptions and is provided in good faith. It is the responsibility of the Buyer to ensure the bill of materials is correct, complete and meets their project requirements.

SURCHARGES AND TARIFFS 

Any surcharges or tariffs imposed on Seller by their supplier or manufacturer will be added to the Customer’s order price at the time of shipment.

PAYMENT TERMS 

Seller accepts checks, ACH, wires, and all major credit cards at point of sale. Sales made via the Seller’s website must be paid by credit card. Credit card payments are subject to a processing fee of up to 3%. All shipments must be paid in USD and all international shipments must be paid via Wire payment. Payment terms are net thirty (30) days from date of invoice. Certain products, such as fiber spice trailers, require prepayment for title transfer for registration regardless of overall Buyer payment terms. A late payment charge will be assessed on all account balances which remain unpaid and outstanding beyond the date payment is due. The late payment charge may be up to 5% of the outstanding balance per month for each month, or partial month, that the balance remains outstanding. If Buyer fails to pay any invoice when due, the Seller may accelerate all amounts due on all open invoices and may charge an acceleration fee as allowed by applicable law. Furthermore, Seller may immediately suspend further deliveries to Buyer until all amounts owed by Buyer to Seller have been paid in full. If Buyer’s account is placed with a collection agency or if legal fees are incurred, Buyer will be responsible for all resulting collection and attorney fees. This obligation shall survive payment of Seller’s invoice.

If any portion of an invoice is the subject of a good faith dispute, Buyer shall provide in writing its basis for their dispute as soon as reasonably practicable, but in no event later than thirty (30) days after the date on the invoice. The undisputed portion of an invoice shall be due and payable in accordance with the terms contained hereinabove. The parties shall negotiate in good faith to resolve any dispute relating to an invoice within thirty (30) days after the Buyer has notified the Seller of such a dispute. If such dispute is resolved in favor of Buyer, Seller shall bill Buyer for the correct amount which shall be due and payable within thirty (30) days after the receipt of such corrected invoice. If such dispute is resolved in favor of Seller, Buyer’s payment of the disputed amount shall be due and payable within thirty (30) days after such dispute resolution.

MINIMUM ORDER AMOUNT

The minimum order amount is $200.

ACCEPTANCE OF ORDERS

All orders are subject to acceptance solely by Seller and such acceptance is expressly made conditional upon the assent by Buyer to the terms and conditions herein contained as the sole terms and conditions governing this transaction, except that modifications or additions to the terms and conditions herein may be agreed to by Buyer and Seller in the form of a purchase agreement.

Seller shall accept Purchase Orders in written format only (i.e. by mail, facsimile or electronic mail) and their acceptance will be followed by a sales order.

PURCHASES OF FIBER CABLE

Seller reserves the right to ship and invoice +/- 5% in footage, unless otherwise specified by Customer, per reel of fiber cable purchased and Buyer accepts and agrees to pay any overage charges. However, should a cable fiber reel exceed 5% of footage, the Seller shall inform Buyer and Buyer shall submit a revised Purchase Order for the Fiber Cable.

CANCELLATION OF ORDERS 

No order can be cancelled by Buyer without the written consent of Seller. Buyer agrees to indemnify and hold harmless Seller from any and all losses sustained by Seller as a result of Buyer's cancellation of or change in an accepted Purchase Order. If Seller withholds its consent to the cancellation of an Order, Seller will deliver the ordered items to Buyer, and payment in full will be due from Buyer for such items.

SHIPPING AND HANDLING 

All shipments from Seller to Buyer within the continental United States will be shipped via surface freight. Shipping and handling charges include, but are not limited to the freight charge, special handling, special packaging, applicable fuel surcharges, and expedite fees. All shipments to Buyer inside of the continental US are FOB Origin, Freight Prepaid and Add. The title to Materials and risk of loss or damage is transferred to Buyer upon delivery of the ordered items to the shipping carrier. Any shipments to Buyer outside of the continental US shall be Ex-works and title, risk of loss or damage to Materials is transferred to Buyer when they pick up the Materials. In some instances, Materials may be drop shipped to the Buyer. If applicable, freight allowance may apply to the value of a shipment when shipped at once to one location in the US or per an agreed upon shipping schedule. Changes in shipment value, ship-to locations, or schedules may affect pricing or freight terms.

Shipments will be made as soon as Seller deems reasonably practicable after receipt and acceptance of Buyer's purchase order, in accordance with current lead times and once the Buyer has complied with any applicable credit requirements or has prepaid.

DELIVERY 

Availability of Materials (i.e. shipping dates) provided by Seller, verbal or written, are approximate and subject to change. Information is based on current inventory and estimations of time periods required to obtain ordered Materials from the manufacturer. In no event shall Seller assume liability, consequential or otherwise, as a result of Seller's failure to deliver Materials in accordance with indicated delivery schedules. Once the delivery date is confirmed between the Seller and the Buyer, if the Buyer puts the order on hold or is unable to accept delivery, they shall reimburse the Seller for all the costs and expenses that the Seller incurred. The Seller reserves the right to make partial or early shipments without liability or penalty. Buyer shall pay for the units shipped whether such shipment is in whole, partial or early fulfillment of an order.

ACCEPTANCE OF MATERIALS

Upon delivery of the Materials, Buyer will inspect them for any visible damage or missing handling units. Any visible damage or missing handling units must be reported in the bill of lading at the time of delivery. Buyer shall have three business days from delivery to notify the Seller of any non-visible damage or non-conformity with the requirements of the purchase order. Should the Buyer fail to notify Seller in the subscribed time frame, then it is deemed to have accepted the Materials. Any Materials received by the Buyer found to be damaged and/or defective in product or workmanship or otherwise not in conformity with the requirements of the purchase order may be returned to the Seller at the Seller’s expense, and the Seller will promptly ship the conforming Materials to the Buyer at the Seller's expense. As an alternative, the Buyer may provide pictures of the damaged Materials and make a request in writing for Seller to provide a contractor to assess the damage at the Buyer’s location. The Seller must approve the Buyer’s request and if approved, will provide the contractor’s contact information to Buyer for them to coordinate a meeting to assess damage and receive an estimate. Buyer will send Seller the contractor’s suggested repairs along with the estimate and upon Seller’s approval may coordinate the repairs with the chosen contractor. The contractor will submit its invoice to the Seller for payment and Seller shall pay such invoice, or the Buyer may pay the invoice themselves. If the latter, Buyer shall provide the invoice and proof of payment to Seller and Buyer shall be entitled to withhold the cost of repairs from the payment of a pending invoice.

Acceptance of any item shipped by Seller pursuant to Buyer's purchase order shall constitute a waiver of all claims based on delay in deliveries.

Seller shall have no liability for damages to the Materials caused by the carrier.

FORCE MAJEURE 

Seller shall not be liable for damages, lost profits or adjustments to the price due to delays or incapacities caused by circumstances beyond its control, including but not limited to, acts of God; fire; flood; wars; sabotage; labor disputes; government actions; shortages suffered by Seller's suppliers or manufacturers; inability to obtain Materials, power, equipment or transportation; acts or defaults by common carriers; global shipment delays or delays caused by Buyer of any kind. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost because of the delay.

NOTICE

All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given when: (i) personally served or (ii) upon delivery if delivered by a national overnight delivery service with confirmation of delivery to the address of the party as shown on the Purchase Order.

RETURN POLICY 

No return of merchandise will be accepted from Buyer without prior approval by Seller. Such approval must be in the form of a written Return Authorization, which must accompany the returned items. A Return Authorization must be requested by Buyer from Seller within thirty (30) days of the original shipment date. Buyer agrees to indemnify and hold harmless Seller from any and all losses sustained by Seller as a result of Buyer's return of items delivered to Buyer and Seller pursuant to the terms herein. Items returned pursuant to the foregoing procedure are subject to a minimum restock fee of 25%. Customized and built to order Materials are considered “non-returnable nonrefundable”. Returned items must be in the original shipping cartons, unopened, undamaged, unused, and unaltered. Equipment received in a condition other than described entitles the Seller the right to refuse return of the items or impose additional charges. All shipments of returned items must be shipped prepaid by Buyer to Seller's warehouse location specified in the Return Authorization and Seller will not accept any COD, freight collect or similar shipments of returned items unless mutually agreed to by Buyer and Seller. Upon receipt of the returned items, Seller will inspect such items for compliance with the foregoing conditions for proper return. A credit for properly returned items will be entered against the original invoice for the ordered items. No Cash refunds will be issued. All Return Authorizations issued are valid for thirty- (30) days after which time the Return Authorization will be cancelled. Returns received without proper authorization are subject to additional fees or may not be accepted at all. Seller accepts no responsibility for Materials returned without authorization.

WARRANTY

Seller is a reseller of Materials only, and does not provide any warranty of any kind, either expressed or implied on Materials or product sold by Seller, except for any transferable manufacturers' warranties. Manufacturer warranties do not apply to Materials that have been subject to improper installation, damage, neglect, accident, misuse or any other usage of the Materials that is not in accordance with the manufacturer’s specifications or instructions. Seller hereby expressly disclaims all warranties, either express or implied, including all express or implied warranties of merchantability or fitness for a particular purpose. This disclaimer by the Seller in no way affects the terms of any manufacturer's warranty. Seller will assign or otherwise make available to Buyer any warranty which has been assigned by a manufacturer of any item and which Seller has the right to so assign or otherwise make available to Buyer.

INDEMNIFICATION

Customer shall indemnify and hold Netceed harmless, at Customer’s sole expense, from and against third-party losses, damages, claims, demands, suits, and liabilities including court costs and reasonable attorney’s fees that arise out of, relate to or result from a third party claim of: (i) injuries or death to persons or damage to property caused by the Materials, Customer’s negligent acts or omissions, or those of persons furnished by Supplier ; (ii) any gross negligence or willful misconduct of Customer; (iii) any failure to comply with applicable laws by Customer in its performance of obligations and Customer’s sale of Materials and/or Materials in connection with this Agreement; (iv) assertions made by persons furnished by Customer under Workers’ Compensation or similar acts; or (v) recall of Materials and/or Material. Customer agrees to notify Netceed in writing within a reasonable amount of time of any claims, whether written or not, or demands against Netceed for which Customer is responsible under this Section and agrees to cooperate, with Netceed in connection with the defense of such action.

DISCLAIMER OF LIABILITY 

Except for any claims of Customer against Netceed arising out of the gross negligence or willful misconduct of Netceed, the aggregate liability for claims of loss, damage or indemnity whatsoever resulting from its performance or nonperformance of these Sales Terms shall in no case exceed the amount due from Customer to Supplier under the applicable invoice.

Netceed will not be liable for injury or damage to persons or property of Customer with the exception of injuries or damages caused by the gross negligence of Netceed. This limitation applies to all Materials during and after the warranty period.

In no event shall Netceed be liable for any damages claimed by Customer from loss of use or loss of profits and Netceed further disclaims any and all liability for indirect, incidental, special, consequential, or other similar damages.

GENERAL 

Seller may immediately terminate at their sole discretion the Buyer's ability to purchase merchandise on credit or otherwise. Seller reserves the right to discontinue product lines and to make changes in products at any time. No supplement, modification or amendment of these Standard Terms and Conditions of Sales (“Sales Terms”) will be binding upon Seller unless made in writing and signed by a duly authorized representative of Seller. These Sales Terms together with Seller's invoice and the Customer’s credit application make a final, complete and exclusive statement of the contract of sale. Buyer's rights under this contract may not be assigned, transferred or otherwise sold by Buyer without Seller's prior written consent.

Should the Customer pick up Materials from one of Netceed’s warehouses, these Sales Terms shall be enforceable, applicable and binding upon the parties.

In the event of a conflict of terms, an existing Purchase Agreement between the parties shall take precedence over any terms and conditions contained in a Sales Terms. If no Purchase Agreement exists, then these Sales Terms shall prevail over any conflict of terms between them and a Purchase Order. If no Purchase Agreement exists and Netceed has agreed in writing to different terms than what are contained in a Purchase Order or these Sales Terms, including any blanket Purchase Orders than those terms shall take precedence.

All agreements between the Buyer and Seller shall be governed in all respects by the laws of the State of North Carolina. The parties will seek to solve any dispute, controversy or claim arising out of or relating to these terms and conditions by negotiations. If this proves not to be possible, all disputes arising in connection with these terms and conditions shall be settled under the exclusive jurisdiction of the Courts of the State of North Carolina. The parties consent to the jurisdiction of any state court located within Forsyth County, North Carolina or any federal court located in the Middle District of North Carolina.

Captions as used herein are for convenience only and are not intended to be used in the construction or interpretation hereof. The invalidity or un-enforceability of any provision hereof shall not invalidate any of the remaining provisions.

April 2025