Terms and Conditions of Sale

All products and services offered for sale are sold subject to these Terms and Conditions of Sale. Our performance of any contract is expressly made conditional on your agreement, as buyer, to these Terms and Conditions unless otherwise expressly agreed to in writing by us. Your acceptance of the products and services delivered by us constitutes your agreement that these Terms and Conditions govern the purchase and sale of such products or services. THESE TERMS AND CONDITIONS SHALL SUPERSEDE ANY ADDITIONAL, DIFFERENT OR CONFLICTING TERMS AND CONDITIONS PROPOSED BY YOU OR CONTAINED IN YOUR PURCHASE ORDER OR ANY OTHER DOCUMENT OR INSTRUMENT SUBMITTED BY YOU, ALL OF WHICH ARE REJECTED BY US.

Section 889 of the 2019 National Defense Authorization Act

Customer acknowledges that Section 889 of the 2019 National Defense Authorization Act (the “NDAA”) prohibits the Federal Government from obtaining or extending a contract to obtain “any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system” (“Covered Telecommunications Equipment”). Customer acknowledges that in the event it purchases Covered Telecommunications Equipment from Seller, such equipment is prohibited from being offered, resold or provided in violation of Section 889 of the NDAA. Customer knowingly releases, waives, and discharges Seller, its subsidiaries and affiliates, and their respective directors, officers, shareholders, managers, employees, agents, representatives and insurers (“Releasees”) from any and all claims, whatsoever, known and unknown, arising out of or any way relating to Customer’s offer, resale or provision of Covered Telecommunications Equipment purchased from Seller or Customer’s noncompliance with Section 889 of the NDAA. Customer agrees to defend, indemnify and hold harmless the Releasees from any and all claims, losses, liability, damages, actions and causes of action of any kind or character (“Claims”), arising out of or in connection with Customer’s offer resale or provision of Covered Telecommunications Equipment purchased from Seller or Customer’s noncompliance with Section 889 of the NDAA. Customer has read, reviewed and agrees to the foregoing terms and conditions.

Prices

All prices, quotations, and specifications are subject to change, and we reserve the right to discontinue the sale of any item without prior notice. We accept orders only at current prices in effect at the time an order is placed and will not be bound by expired quotes or price lists. The possession of a price list publication, by any person, is not to be construed as an offer to sell them or anyone else, the products or services listed therein, at the prices stated.

Payment Terms

Our terms are net 30 days from invoice date to accounts approved by our credit department. All other accounts will be shipped on a COD or Credit Card basis ONLY. Note: There is a $25.00 charge for all returned checks. Accounts with returned checks will be placed on cash only terms.

Minimum Billing

Except on back orders, the minimum billing for regular accounts is $35.00, excluding freight charges.

Delivery Terms

All sales are FOB, point of shipment, unless prior arrangements are made. Title to the products shall pass to you, and risk of loss or damage to any products shall be assumed by you, upon shipment of the products from, or delivery of the products to you at, our facility, as applicable.

Returns

All returns must be requested within 30 days of purchase and require a return authorization number. Obtain a return authorization number and shipping instructions by calling your local ESC branch directly. Have our order number or invoice number available prior to calling. Unauthorized returns will not be accepted. Returns sent COD will not be accepted. A 20% restocking charge will be applied to cover costs associated with restocking, unless ESC Supply was in error. Returned products must be in new and saleable condition, have all pieces and be in original packaging.

Special Orders

ISpecial Orders, for products we do not regularly stock, must be at least $175.00 net. Exceptions will be subject to a $15.00 minimum handling charge. No returns on special orders.

Express Warranty

We warrant to you that the products, at the time of delivery, shall be free of defects in materials or workmanship and shall comply with all written specifications that we provide to you with respect to the products on or before delivery. No agent, sales representative, or other employee of us shall have any authority to modify or expand this express warranty in any way. Specific warranties issued by the manufacturer may vary. Call us for more detailed information and a copy of any such limited warranty.

Disclaimer of Warranties

Except as expressly provided above, we make no warranty or representation of any kind, either express or implied, as to the products, and in particular disclaims all warranties: (A) as to the design, quality or condition of the products; (B) as to the material, equipment or workmanship in the products; (C) as to merchantability or fitness of the products for any particular purpose; (D) as to the suitability of the products for your purposes or the impact of the products on your operations; or (E) with respect to any patent, copyright, trademark, trade name, service mark or proprietary law or right. We make no warranty or representation regarding the performance that you, as buyer, or any other person or entity may obtain from the products.

Limitation of Liability

IN NO EVENT SHALL WE BE LIABLE, IN CONTRACT, TORT, STRICT LIABILITY, OR UNDER ANY OTHER LEGAL THEORY, FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER WE WERE INFORMED ABOUT THE POSSIBILITY OF SUCH DAMAGES.

Export Compliance

You agree that you shall comply with all export compliance laws and regulations with respect to products you purchase from, or information you obtains from ESC Supply. This includes but is not limited to, compliance with the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), the sanctions and embargoes maintained by the Office of Foreign Asset Controls (OFAC), and any other applicable laws and regulations related to the export or deemed export of goods or information.

Force Majeure

Our performance shall be excused, and we shall not be liable or responsible to you, nor be deemed to have breached any obligation to you, in the event of any acts of God; flood, fire, earthquake, or other natural disaster; disease; explosion, war, invasion, hostilities, terrorism, riot, or other civil unrest; government action, order or law, embargoes, or blockades; national or regional emergency; strikes, labor stoppages or slowdowns, or other industrial disturbances; shortage of adequate power or transportation facilities; or other events beyond our control.

Last updated: April 2024