These Terms of Sale (“Terms”) govern the sale of products by ZDA Communications (“ZDA,” “Seller,” “we,” “us,” or “our”) to the purchaser (“Buyer”). These Terms apply to all quotations, order acknowledgments, purchase orders accepted by ZDA, invoices, and sales of products unless otherwise agreed in a separate written agreement signed by ZDA.

1. Acceptance of Orders

   All orders are subject to acceptance by ZDA. An order is not binding until accepted by ZDA in writing, by order acknowledgment, invoice issuance, or shipment of product. Any additional or different terms proposed by Buyer, including terms contained in a purchase order, are rejected unless expressly accepted by ZDA in writing.

2. Pricing

   Prices are those in effect at the time of quotation or order acceptance and are subject to change without notice prior to acceptance. Unless otherwise stated in writing, all prices are in U.S. dollars and do not include freight, insurance, taxes, duties, tariffs, or other governmental charges, all of which shall be paid by Buyer.

   Quoted pricing is valid only for the period stated in the quotation. If no validity period is stated, quotations expire thirty (30) days from the date issued.

3. Payment Terms

   Unless otherwise agreed in writing, payment terms are Net 30 days from invoice date for approved accounts. ZDA may require prepayment, partial prepayment, or payment at the time of order in its sole discretion.

   Past-due balances may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Buyer shall pay all reasonable costs of collection, including attorneys’ fees and related expenses, to the extent permitted by law.

4. Taxes

   Buyer is responsible for all applicable sales, use, excise, value-added, and similar taxes, excluding taxes based on ZDA’s net income. If Buyer claims an exemption, Buyer must provide a valid tax exemption certificate acceptable to the applicable taxing authority before shipment.

5. Shipping, Delivery, and Risk of Loss

   Unless otherwise agreed in writing, products are shipped via UPS Ground using ZDA Communications’ standard shipping procedures and carrier accounts or shipping platforms. Shipping dates are estimates only and are not guaranteed.

   ZDA may, in its discretion, declare a shipment value or obtain shipping coverage based on its internal cost, replacement cost, or another amount selected by ZDA, which may be less than the Buyer’s purchase price or resale value. Buyer acknowledges that any carrier-declared value, shipping protection, or insurance arranged by ZDA is for ZDA’s shipping purposes only and does not constitute an agreement by ZDA to insure Buyer for the full invoice amount, resale value, project value, or consequential loss.

   If Buyer requests special shipping services, expedited service, signature service, increased declared value, third-party insurance, or shipment routing instructions, any additional cost shall be paid by Buyer.

   Buyer shall inspect all shipments promptly upon receipt and notify ZDA in writing of any visible damage, shortage, or shipping error within five (5) business days after delivery. Failure to provide timely notice may waive the claim to the extent permitted by law.

   ZDA is not liable for shipping delays, carrier errors, weather events, supply disruptions, or other causes beyond ZDA’s reasonable control.

6. Title

   Title to products passes to Buyer upon ZDA’s receipt of full payment, except that risk of loss passes as provided in Section 5. ZDA reserves a purchase money security interest in the products sold until paid in full, where permitted by law.

7. Product Information and Specifications

   Product specifications, drawings, photographs, dimensions, frequency ranges, gain figures, VSWR values, connector types, environmental ratings, and other technical information are subject to change without notice. Published specifications are provided for general informational purposes unless expressly incorporated into a written quotation or order acknowledgment.

   Buyer is solely responsible for determining whether the products are suitable for Buyer’s intended application, installation environment, system design, regulatory requirements, and performance objectives.

8. Custom, Special-Order, and Cut-to-Length Products

   Custom products, special-order items, non-stock items, private-labeled goods, and cut-to-length cable assemblies may not be canceled, returned, or refunded once production has started or procurement has been committed, except as otherwise agreed by ZDA in writing.

   Buyer is responsible for verifying all dimensions, connector interfaces, cable lengths, mounting requirements, and application details before placing an order.

9. Returns

   No product may be returned without prior written authorization from ZDA. Return requests must be made within thirty (30) days of delivery and must reference the original invoice number.

   Approved returns must be:

   1. unused,
   2. in original condition,
   3. in original packaging where applicable,
   4. and received by ZDA within the return window stated in the return authorization.

   Returned products may be subject to a restocking charge of up to 25%. Shipping charges are non-refundable. Custom, special-order, discontinued, damaged, installed, altered, or used products are not returnable.

10. Limited Warranty

    Unless otherwise stated, in a separate written warranty document issued by ZDA, ZDA warrants only that the products sold by ZDA will, at the time of shipment, materially conform to the applicable ZDA published specifications for the specific product.

    If a product is proven to ZDA’s reasonable satisfaction to be defective in materials or workmanship under normal and proper use within one (1) year from the date of shipment, ZDA may, at its option:

    • repair the product,
    • replace the product, or
    • refund the original purchase price of the defective product.

    This remedy is Buyer’s sole and exclusive remedy for any breach of warranty.

    This limited warranty does not apply to products that have been:

11. Warranty Exclusions
    • improperly installed, grounded, maintained,
    • damaged in transit after delivery to the carrier,
    • subjected to misuse, abused, neglected, accident, improper application, improper weather sealing, or operating conditions outside stated specifications,
    • modified, altered, or repaired by anyone other than ZDA or an authorized representative,
    • used with incompatible equipment, or in a manner inconsistent with normal commercial RF installation practice.

    ZDA does not warrant system performance, network uptime, coverage results, interoperability with third-party equipment, or fitness for a particular project unless expressly agreed in writing.

12. Disclaimer of Other Warranties

    EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY STATED ABOVE, ZDA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

    Because federal warranty law can affect written warranties on consumer products, this language is best used as part of a clearly commercial, business-to-business sale structure.

13. Limitation of Liability

    To the maximum extent permitted by law, ZDA shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including loss of profit, loss of revenue, loss of use, downtime, loss of data, cost of substitute goods, or claims arising from system failure or network interruption, even if advised of the possibility of such damages.

    ZDA’s total cumulative liability arising out of or relating to any sale of products shall not exceed the amount actually paid by Buyer to ZDA for the specific product giving rise to the claim.

14. Regulatory Compliance

    Buyer is responsible for ensuring that its system design, installation, deployment, and use of the products comply with all applicable federal, state, local, industry, carrier, and site-specific requirements, including but not limited to FCC rules, safety codes, grounding requirements, and customer or project specifications.

15. Export Compliance

    Buyer shall comply with all applicable U.S. export control laws, sanctions laws, and re-export restrictions. Buyer shall not export, re-export, transfer, or disclose products or technical information except in compliance with applicable law.

16. Cancellation

    Orders may not be canceled without ZDA’s written consent. If ZDA agrees to a cancellation, Buyer shall be responsible for all costs incurred by ZDA through the date of cancellation, including material procurement, labor, engineering, packaging, and applicable cancellation charges.

17. Force Majeure

    ZDA shall not be liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, fire, flood, severe weather, labor disputes, war, terrorism, civil unrest, epidemics, governmental action, transportation shortages, raw material shortages, component unavailability, or supplier failure.

18. Intellectual Property

    Any drawings, specifications, quotations, technical materials, catalogs, product images, or other documentation provided by ZDA remain the property of ZDA or its licensors and may not be copied, disclosed, or used for any purpose other than evaluating or using the products purchased from ZDA, unless otherwise agreed in writing.

19. Governing Law; Venue

    These Terms and all sales by ZDA shall be governed by the laws of the State of South Carolina, without regard to conflict of law principles. The parties agree that any action arising out of or relating to these Terms or any sale shall be brought exclusively in the state or federal courts located in South Carolina, and each party consents to that jurisdiction and venue.

    South Carolina has adopted the UCC as the primary commercial-law framework for covered transactions, including the sale of goods.

20. Severability

    If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect.

21. General

    Entire Agreement

    If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect.

    Questions

    If you have any questions regarding these Terms, please contact ZDA at legal@zdacomm.com