Copyright 1974 -2013 CES Wireless
Technologies Corp. Inc. All Rights Reserved.
All specifications, prices and product descriptions can be changed without notice. CES
reserves the right to discontinue products or programs without notice. CES reserves the
right to change products, specifications, and installation data at any time, without
notice. Any Information shown on this publication is carefully prepared and offered in
good faith as a guide in the installation, operation, use and servicing of our products.
Installers must insure that the final installation operates properly, within relevant
regulatory requirements of the country you are using the product in. We accept no
responsibility for incorrect installation or failure to meet any regulatory requirements
of your particular country.
TERMS AND CONDITIONS OF SALE
(1) These Terms and Conditions of Sale shall apply to all goods sold and
services provided by CES Wireless Technologies Corp., a Maryland
corporation (the Company) and to all quotations, purchase orders,
invoices or other documentation concerning such goods or services unless
specifically agreed by the Company by instrument in writing signed by
the President of the Company. Any terms, conditions, or provisions on
any quotation, order form, or other document supplied by the Purchaser,
shall be totally disregarded and void and of no effect, and in
particular the Company shall not be deemed to amend, vary or in any way
affect these Terms and Conditions. The Company will only supply goods
and services upon the terms and conditions contained herein.
(2) The Purchaser shall be deemed to have accepted these Terms and
Conditions and accordingly the contract between the Company and the
Purchaser shall be deemed complete and binding in any of the following
(a) If the Purchaser accepts or requests delivery of the goods or
services verbally or in writing, or
(b) If the Purchaser forwards to the Company a purchaser order form, or
other document or letter concerning the goods or services
(notwithstanding that such purchase order may contain Terms and
Conditions at variance with those contained herein, as such Terms and
Conditions on the purchase order shall be void and of no effect by
virtue of Paragraph 1 hereof), or
(c) If the Purchaser by its actions or otherwise communicates to the
Company its acceptance of these Terms and Conditions. Given that the
Terms and Conditions herein contained apply generally and exclusively to
the supply of the Companys goods and services, it shall not be
necessary to include these Terms and Conditions on any of the Companys
orders, invoices or other documentation, and such Terms and Conditions
shall be deemed included therein.
(3) The terms of trade and price for the Companys goods and services
shall be as specified on any invoice or other relevant documentation of
the Company and unless otherwise specified the following shall apply:
(a) The price shall be exclusive of all sales and other taxes, stamp
duty, delivery costs and insurance. These additional items shall be
added by the Company to the price borne by the Purchaser. All goods are
shipped F.O.B. the shipping point unless otherwise agreed in writing.
Suggested resale prices shown in the price lists are provided as
and do not necessarily reflect the prices of products being sold in any
area. Purchaser should determine prices at which products are sold.
Rebates or refund allowances covering stock on hand because of a
decrease in suggested resale price will not be given. Unauthorized
deductions will not be honored.
(b) The Company reserves the right after placement of an unconditional
order to vary the price to take account of any increase in the cost to
the Company of any components or raw materials or any exchange rate
variation provided such increase shall only be such as is necessary to
compensate the Company for the increased cost to it of such items. Any
increase in purchase price shall not invalidate any contract between the
Company and the Purchaser or enable the Purchaser to avoid the contract.
Nothing herein shall be deemed to limit the right of the Company to vary
prices from time to time in relation to any new orders. Orders are taken
subject to product availability and acceptance by Company. If an item
is temporarily unavailable, it will be placed on back order. The Company
reserves the right to cancel orders at any time.
(c) The Purchaser shall pay the whole of the purchase price in the
manner described in sub-paragraph (e) below as follows:
(i) for purchasers who have been designated as approved account
customers by the Company after acceptance of the completed credit
application form, payment must be made within thirty (30) days of the
date of the Companys Invoice;
(ii) for all other purchases payment is to be made in cash or
(d) If at any time in the opinion of the Company, the financial
condition or circumstances of the Purchaser are such that the Company
believes it is appropriate to vary the existing terms of trade,
production or delivery, the Company may (without being liable for any
loss or damage thereby suffered by the Purchaser) amend such terms of
trade, production or delivery in such a manner as it considers
appropriate by written notice effective immediately.
(e) The Company shall be paid in U.S. dollars in cash, check, bank
draft, irrevocable letter of credit, telegraphic transfer, any agreed
combination thereof, or in such other manner or currency as is approved
by the Company in writing. International orders will be accepted when
accompanied by a irrevocable letter of credit confirmed on a U.S. bank
or by bank wire transfer. There will be a U.S. $35.00 charge for
receiving wire transfers that must be paid by the purchaser for all
orders less than U.S. $5,000.00.
(f) The Purchaser shall be responsible for all costs of insuring any
goods in transit to the Purchaser and any transportation, freight or
delivery costs, which costs shall be prepaid
and charged on the invoice.
(g) Any delivery date given by the Company is an estimate only. The
Company shall not be responsible in any manner whatsoever for any
failure to deliver the goods or services by the delivery date, whether
due to circumstances beyond its control or otherwise. In the event that
the Company has failed to deliver the goods or services by the delivery
such failure is due to circumstances within the Companys control, the
Purchaser may give the Company thirty (30) days written notice of a new
required delivery date. If the Company fails for reasons within its
control (but not otherwise) to deliver the goods or services by such new
delivery date, the Purchaser may cancel the particular order, but the
Purchaser shall have no other claim whatsoever against the Company
whether for loss or damage or otherwise as a result of the Companys
failure to achieve the new delivery date.
(h) Should the Purchaser be a corporation or a partnership, the Company
may require the written personal guarantees of the directors,
shareholders, or partners.
(i) Defective Product
(i) The Purchaser shall promptly provide written details to the Company
on becoming aware of a defect in the goods during any applicable
warranty period, and shall use its best efforts to provide the Company
with all necessary access, facilities and information to enable the
Company to ascertain or verify the nature and cause of the defect.
(ii) If goods or parts are found not to be defective or if any defect is
attributable to the Purchasers design or materials or operation of the
goods or parts, the Company may levy a testing charge (together with
sales tax or other duties or taxes if appropriate) and where relevant
will return the goods to the Purchaser at the Purchasers expense, and
shall be entitled to payment in advance of the whole testing and
transport charge before such return.
(iii) In respect of goods not manufactured by the Company the liability
of the Company shall be entirely discharged by the assignment to the
Purchaser so far as is legally possible of such warranty rights as have
been granted by the manufacturer of such goods. Where such an assignment
cannot be effected, the Companys liability shall be limited to an
amount (if any) equal to the net amount (after deduction of costs)
recovered by the Company in respect of the goods from the manufacturer.
(iv) The Company accepts no liability:
A. for defects caused by Purchasers design or installation of the
B. if the goods have been modified or repaired otherwise than as
authorized in writing by the Company;
C. if the goods have not been operated, stored, or maintained as
recommended by the Company;
D if the defect arises because of the fitting of the goods to unsuitable
E. where the Purchaser has failed to observe the terms of payment for
the goods or any other obligation imposed by these conditions.
(j) All shipments are F.O.B. shipping point and risk of loss passes to
the Purchaser upon acceptance of the merchandise, in good order, by the
carrier. Company assumes no risk of loss and/or damage in transit. For
the Purchasers protection, visible damage as well as shortages should
be noted on the freight bill at the time of delivery. If concealed
damage is found the Purchaser should notify the carrier immediately. Due
to federal regulations, the shipper is responsible for filing claims on
all damaged or lost merchandise even though the terms are F.O.B.
shipping point. In order that the Purchaser may recover for any loss on
shipments, Company must receive written notice of the loss within thirty
(30) days. Such
notification must include:
(i) Invoice number and date.
(ii) Itemized list of lost and/or damaged merchandise by model number.
(iii) Inspection report from postal service (damaged parcel post
(k) All returns must be authorized in writing by Company and shipped
freight prepaid. Collect shipments will not be accepted. All returns are
subject to a 20% restocking charge. If Purchaser fails to notify CES
within ten (10) days after receipt of goods of any defect, shortage, or
other failure to conform to the purchase order, the goods shall be
considered accepted by the Purchaser as delivered. No refunds or
exchanges are authorized after thirty (30) days from shipment. Purchaser
will be invoiced for any missing, damaged or shop worn equipment or
(4) (a) The goods shall remain the property of the Company as the legal
and equitable owner and no property in or title to the goods shall pass
to the Purchaser until their full price has been duly paid to the
Company. Pending legal and beneficial ownership of the goods passing to
the Purchaser, the Purchaser shall
(i) keep the goods in good condition;
(ii) keep the goods fully insured in their full replacement value
against all risks prudently insured against;
(iii) not encumber the goods in any way; and (iv) hold and keep the
goods separately from other property in the possession of the Purchaser
and in a manner which
enables the goods to be easily identifiable as goods supplied by the
(b) Failure to pay the price for the goods when due shall, without
prejudice to any other remedies the Company may have, entitle the
Company to repossess the goods or so much thereof as the Company may
determine from any premises where they may be. For the purpose of
repossessing the goods or any part thereof the Purchaser hereby grants
license to the Company, its employees or agents, to enter upon such
premises as the Company reasonably suspects the goods may be located,
using such reasonable force as is necessary and without being liable for
any damage thereby caused and the Purchaser shall pay to the Company the
cost of removal and transport of the goods or any part thereof and
the Purchaser shall indemnify the Company from and against any liability
to any third party in respect of any such damage and from, and against,
all actions, proceedings, claims, demands, costs, damages and expenses
(c) The Purchaser may in the ordinary course of its business sell and
deliver the goods in which the title remains with the Company to a third
party as the Companys agent in a fiduciary capacity and for the account
of the Company. The Purchaser shall upon request assign to the Company
the legal title of any right against any third party arising out of such
sale. The Purchaser shall be entitled to receive from the Company by way
of commission, the excess of the proceeds of sale over the amounts due
to the Company from the Purchaser.
(d) Notwithstanding the provisions of this paragraph (4), the Company
shall be entitled to bring an action against the Purchaser for the price
of the goods in the event of nonpayment by the Purchaser by the due date
as if the title in the goods had already passed to the Purchaser and/or
shall have the right by notice in writing to the Purchaser at any time
after the agreed delivery date to pass the title in goods to the
Purchaser as from the date of such notice.
(5) Should the Company provide any software to the Purchaser, the
Purchaser shall only be licensed, subject to compliance with any
software license agreement required to be executed by the Purchaser, to
use non-exclusively the software. The software and all copyright in any
manuals, drawings, operational or technical specifications, disks, tapes
and writings shall at all times remain the property of the Company and
the Company reserves the right to use the software and the right to
sell, license or otherwise deal with it to other parties. The Purchaser
shall not be entitled to modify, improve, or otherwise change the
software, except with the Companys prior written consent.
(6) The Purchaser shall ensure compliance with the terms hereof by all
its principals, employees, agents and representatives and shall be
legally responsible for any breaches hereof by any such principals,
employees, agents or representatives and any damages flowing therefrom.
(7) (a) The Company will not be responsible for any promises,
conditions, warranties or representations made by any of its
representatives, employees or agents unless the same are expressly set
out herein or given by the Company in writing.
(b) The Purchaser acknowledges that the goods provided may be integrated
with other components to realize the final usable product. Further, the
Purchaser acknowledges that the Company is not liable for the design,
development, integration or implementation of the final application and
that the inability of the goods to function in a particular application
may not be a defect in design, materials or workmanship but lack of
suitability for a particular application. The Purchaser will therefore
ensure, through purchasing sample product that the goods are suitable
for the application and prove the design concept prior to purchasing any
quantity of the goods.
(c) The operation of the goods is contingent upon the operation of other
non-CES Wireless manufactured components and services such as the radio
transceiver equipment, wireless modems, GPS satellite services and/or
wireless services. The Company is not responsible for such components
and services or any changes implemented by the radio manufacturer or
service provider during the lifetime of the goods.
(8) (a) The Purchaser acknowledges that the goods and services supplied
by the Company are not of a kind ordinarily acquired for personal,
domestic or household use or consumption. While the Company warrants
that the goods will be free from defects in material and workmanship
under normal use and service for a period of twelve months (12) for
microphones, ninety days (90) days for software and twenty four (24)
months for all other products from the date of shipment, the Purchaser
further acknowledges that the Company will not be responsible for any
direct or indirect loss, expense or cost whatsoever, or damage, or
consequential loss or damage suffered by the Purchaser as a result of
the goods or services supplied by the Company. The Companys only
liability, which shall only be for direct loss attributable to the gross
negligence of the Company or its servants, or agents, or the failure of
a good manufactured by the Company within the warranty period, shall
only be to remedy or repair the goods or re-perform the services at the
Companys premises and then to either replace the goods or supply
equivalent goods or services. The Company shall have no liability
whatsoever for any matters beyond its direct control. While not in
derogation of the generality and breadth of the foregoing, the Purchaser
specifically acknowledges that the Company shall have no liability in
any manner whatsoever for any costs associated with product recall.
(9) (a) The Purchaser acknowledges that the Company will not be liable
for any indirect or consequential loss or damage suffered by the
Purchaser or any person claiming through the Purchaser howsoever caused.
Without limiting the generality of the foregoing, the Company will not
be liable for:
(i) Any such loss or damage resulting from any defects in design,
materials or workmanship or any malfunction in the goods or from the
application or use to which the goods are put by the Purchaser, or
(ii) Any personal injury or loss of life suffered as a result of the use
or malfunction of the goods.
(b) The Purchaser will indemnify and keep indemnified the Company
against any and all liabilities, claims and costs incurred by or made
against the Company in respect of any loss or damage or the type
referred to in Clause 9B(a).
(c) THE COMPANY HEREBY PUTS THE PURCHASER ON NOTICE THAT IN THE EVENT
THAT THE GOODS ARE, OR ARE INTENDED TO BE, USED OR APPLIED IN
CIRCUMSTANCES WHERE ANY MALFUNCTION IN THE GOODS, OR ANY COMPONENT
THEREOF, COULD RESULT IN PERSONAL INJURY, LOSS OF LIFE OR DAMAGE TO
PROPERTY, THE ONUS WILL BE ON THE PURCHASER TO ENSURE THAT ADEQUATE
PRECAUTIONS OR BACKUP SYSTEMS ARE INSTALLED TO MINIMIZE THE POTENTIAL
FOR SUCH INJURY, LOSS OR DAMAGE.
(10) THESE TERMS AND CONDITIONS OF SALE CONSTITUTE THE SOLE TERMS AND
CONDITIONS GOVERNING THE RELATIONSHIP BETWEEN THE PARTIES TO THE TOTAL
EXCLUSION OF ALL OTHERS EXCEPT FOR ANY TERMS AND CONDITIONS AGREED TO BY
THE PARTIES IN WRITING. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND
ALL IMPLIED TERMS, CONDITIONS OR WARRANTIES HEREIN, OR IN THE BUSINESS
RELATIONSHIP BETWEEN THE
PURCHASER AND THE COMPANY, SHALL BE EXPRESSLY NEGATIVED AND EXCLUDED
INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
(11) In the event of any provision of this agreement or part thereof
being in its present form void or unenforceable, such provisions shall
be read down but only as far as is required by law to render it
enforceable. In the event of any such provision or part thereof being
incapable of being so read down, such provision shall be severed from
this agreement as if it had never been
included, and the balance of these Terms and Conditions shall remain in
full force and effect and shall not be tainted by the severance of the
offending provision or part thereof.
(12) Should the Purchaser default in the payment of any part of the
price by the due date, without prejudice to any other rights the Company
(a) Interest at the maximum rate allowed by law shall accrue
automatically upon the amount outstanding and shall be paid by the
Purchaser to the Company.
(b) Any other amounts outstanding between the Purchaser and the Company
shall become immediately due and payable and shall be paid by the
Purchaser to the Company.
(c) The Company may (without being liable for any loss or damage thereby
sustained by the Purchaser) suspend production and/or delivery of any
and all goods and services to the Purchaser until receipt in full of all
(d) The Company may retake possession of any goods supplied by the
Company to the Purchaser, which have remained the property of the
Company by virtue of Paragraph 4 hereof.
(e) The Purchaser shall pay to the Company all reasonable costs and
expenses of the default including reasonable attorneys fees (wither
suit be brought or not) and other expenses incurred by the Company in
connection with enforcing Companys rights hereunder.
(13) Time shall be the essence of the contract in respect of which Terms
and Conditions form a part.
(14) These Terms and Conditions and all matters concerning the business
relationship between the Purchaser and the Company shall be governed by
the laws of the State of Florida, U.S.A. and venue of any proceeding
brought hereunder shall lie in Orange County, Florida, U.S.A.
(15) Any notices concerning these Terms and Conditions or the business
relationship between the Purchaser and the Company shall be deemed to be
properly served two days after being dispatched if sent by ordinary mail
to the address of the party as specified in the documentation and
correspondence between the parties or such other address as shall be
notified in writing or instantaneously in the case of facsimile or telex
(16) In these Terms and Conditions and in the contractual relationship
between the parties, the singular shall mean the plural and vice versa,
and the masculine gender shall include the
feminine and neuter genders.
(17) These Terms and Conditions and the contract between the parties are
personal to the Purchaser and accordingly the Purchaser shall not assign
Purchasers rights or obligations pursuant to these Terms and Conditions
without the written consent of the Company, which may be withheld at the
sole discretion of the Company.
(18) In the event of the Company extending credit to the Purchaser, the
Purchaser agrees to execute the Companys standard credit application
form, and hereby authorizes the Company to make such inquiries and/or
searches as the Company shall deem appropriate to investigate the
Purchasers financial and business standing and reputation.
(19) (a) Neither party shall be liable for breach of contract other than
payment, if and to the extent that fulfillment of a Term or Condition
hereof has been prevented, hindered or delayed by force majeure as
defined in condition 19(b) below, and in such event that time for
fulfillment of such a term shall be extended for such period as is
reasonable in all the
(b) The expression force majeure shall mean any event or circumstance
beyond the immediate control of either party, including without
prejudice to the generality of the foregoing, strikes, lock-outs, trade
disputes, accident to plant or machinery, shortage of any material,
riots, civil commotion, war - national or international, emergency,
destruction or damage due to natural forces, fire, flood, explosion, and
compliance with orders or requests of any national or local authority.
(20) Publications are distributed internationally and may contain references to CES
products, services, and programs that have not been announced in your country,
or are not suitable for operation in such country. These references do
not imply that CES intends to announce such products, services or
programs in your country, or warranty the use of product in such