Terms and Conditions

CHALLENGER CABLE SALES

TERMS AND CONDITIONS OF SALE

These Terms and Conditions of Sale (“Terms”) govern all quotations, sales and deliveries of products by Challenger Cable Sales (“Challenger” or “Seller”). Challenger expressly rejects any additional or different terms contained in any purchase order or other document issued by Purchaser (“Buyer”) unless expressly accepted in writing by Challenger.

1. PRICES; TAXES; SHIPPING. All quotations are subject to change without notice until accepted in writing by Buyer. Unless otherwise stated, quotations expire thirty (30) days from the date issued. Prices do not include sales, use, excise, value-added, import, export, or other applicable taxes, duties, tariffs, or governmental charges. Buyer shall be responsible for all such amounts, excluding taxes imposed on Challenger’s net income. Unless expressly stated otherwise, prices exclude freight, insurance, and packaging beyond Challenger’s standard practices. All sales are made F.O.B. Challenger’s shipping point (or equivalent Incoterms® designation if specified in the quotation) unless otherwise stated. Title to and risk of loss for the products shall pass to Buyer upon delivery to the carrier. Quoted freight allowances apply only to the products, quantities, and shipment schedules identified in Challenger’s quotation. Any change requested by Buyer may result in revised pricing, additional freight and storage charges, and revised delivery dates. Buyer shall provide, at its sole expense, all labor, equipment, and facilities necessary to unload products upon delivery. For products sold in bulk, all weights and dimensions are approximate, and quantities may vary by plus or minus five percent (±5%), and Buyer agrees to accept and pay for the actual quantity shipped.

2. DELIVERY. Delivery dates are estimates only and are not guaranteed. Challenger shall use commercially reasonable efforts to meet estimated delivery dates but shall not be liable for delays in shipment or performance. Challenger shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, epidemic, pandemic, labor disputes, shortages of labor or materials, supplier delays, transportation disruptions, cyber incidents, utility failures, governmental actions, embargoes, war, terrorism, civil unrest, or any other event beyond Challenger’s reasonable control. In the event of such delay, Challenger’s time for performance shall be extended for the duration of the delay. Challenger may allocate available inventory among its customers in a commercially reasonable manner. If Buyer delays or postpones shipment or delivery for more than thirty (30) days after products are ready for shipment, Challenger may invoice Buyer, store the products at Buyer’s expense and risk, and charge reasonable storage and related costs.

3. PAYMENT TERMS. Unless otherwise agreed in writing, payment terms are Net Thirty (30) days from the invoice date. Buyer’s obligation to pay Challenger is not contingent upon Buyer’s receipt of payment from any third party. Buyer shall not withhold payment, assert setoff, or make deductions from amounts due. If Challenger reasonably determines that Buyer’s financial condition or creditworthiness has become impaired, Challenger may require advance payment, cash on delivery, a letter of credit, or other adequate assurances of performance before manufacturing or shipping products. Challenger may suspend production or shipment if Buyer is in default under this or any other agreement with Seller. Past-due balances shall accrue interest at the lesser of one and one-half percent (1.5%) per month (18% annually) or the maximum rate permitted by applicable law. Buyer shall reimburse Challenger for all reasonable costs incurred in collecting overdue amounts, including reasonable attorneys’ fees, court costs, and collection agency fees.

4. LIMITED WARRANTY. CHALLENGER’S SOLE WARRANTY TO BUYER IS TO USE COMMERCIALLY REASONABLE EFFORTS TO HAVE THE APPLICABLE PRODUCT MANUFACTURER REPAIR OR REPLACE DEFECTIVE OR NONCONFORMING PRODUCTS, CONSISTENT WITH EACH MANUFACTURER’S WARRANTY OBLIGATIONS. IN NO EVENT WILL CHALLENGER’S LIABILITY UNDER THIS AGREEMENT EXCEED THAT ADJUSTMENT PROVIDED TO CHALLENGER BY MANUFACTURER. Upon Buyer’s request, Challenger shall assign to Buyer, to the extent assignable, those warranties provided by the original manufacturer. Challenger makes no independent warranty regarding such products. Buyer shall provide written notice of any warranty claim within five (5) business days after discovery of the alleged defect and, in any event, no later than one (1) year from delivery. Failure to provide timely notice shall constitute a waiver of the claim. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

5. INSPECTION; CLAIMS; RETURNS. Buyer shall inspect all products immediately upon receipt. Claims for shortages, visible damage, shipment errors, pricing errors, or nonconforming products must be submitted in writing within five (5) business days after delivery. Challenger shall be afforded a reasonable opportunity to inspect the products before any corrective action is taken. Products may not be returned without Challenger’s prior written Return Material Authorization (RMA). No deduction, offset, or credit may be taken by Buyer until Challenger issues a written credit memorandum.

6. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHALLENGER’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SALE OF PRODUCTS SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL CHALLENGER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, DOWNTIME, COST OF SUBSTITUTE PRODUCTS, RECALL COSTS, REMOVAL OR REINSTALLATION COSTS, LABOR COSTS, OR CLAIMS OF BUYER’S CUSTOMERS, WHETHER ARISING IN CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. CRITICAL APPLICATIONS AND INDEMNIFICATION. Unless expressly approved by Challenger in writing, products are not intended for use in any application in which failure of a product could result in substantial harm to persons or property. Buyer shall defend, indemnify, and hold harmless Challenger and its officers, directors, employees, affiliates, and agents from and against any claims, damages, liabilities, judgments, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Buyer’s selection, installation, modification, maintenance, storage, handling, resale, or misuse of the products, or Buyer’s failure to follow applicable specifications or instructions.

8. CANCELLATION AND RETURNS. Orders may not be cancelled, modified, or rescheduled without Challenger’s prior written consent. Special-order, custom, fabricated, or non-stock products are non-cancelable and non-returnable unless otherwise agreed in writing. If Challenger consents to cancellation, Buyer shall reimburse Challenger for all costs incurred, including work in process, materials purchased, supplier cancellation charges, administrative expenses, and lost profit where permitted by law. Returned products accepted by Challenger may be subject to a restocking charge.

9. ASSIGNMENT. Buyer may not assign or transfer any rights or obligations under these Terms, whether voluntarily, by operation of law, merger, or otherwise, without Seller’s prior written consent. Any attempted assignment without such consent shall be void.

10. PRICE ADJUSTMENTS. Challenger reserves the right to adjust prices before shipment to reflect increases in raw material costs, supplier pricing, freight charges, tariffs, customs duties, taxes, governmental actions, currency fluctuations, export restrictions, antidumping or countervailing duties, or other cost increases beyond Challenger’s reasonable control.

11. GENERAL PROVISIONS. All orders are subject to acceptance by Challenger. Any representation, affirmation of fact, course of dealing, promise or condition in connection with the sale or delivery of products or usage of trade not incorporated herein, shall not be binding on either party. No waiver, alteration or modification of any of the provisions hereof shall be binding upon Challenger unless specifically assented to in writing by Challenger. Challenger’s waiver of any breach shall not be considered a waiver of any other or future breach or of Challenger’s other rights. The validity, performance, interpretation and enforcement of this agreement shall be governed by the laws of California. Any legal action filed as a result of the sale of products may be commenced in Los Angeles, California.