TERMS OF PURCHASE.

1.1  These Terms apply to and are incorporated by reference into every quotation, proposal, order acknowledgment, invoice, packing slip, and sale made by CNS, and constitute the complete and exclusive agreement between the parties with respect to the Products.

1.2  Automatic acceptance; no signature required. By completing a purchase from CNS, Buyer automatically agrees to these Terms in full. Completion of a purchase includes any of the following: (a) issuing a purchase order to CNS; (b) signing or otherwise approving a CNS quotation or order acknowledgment; (c) making payment or a deposit against a CNS quotation or invoice; (d) accepting delivery of any Product; or (e) using, installing, deploying, activating, or reselling any Product. Any one of these acts constitutes Buyer’s unqualified and binding acceptance of these Terms, whether or not Buyer has signed any document and whether or not Buyer has read them.

1.3  Effective date of these Terms. These Terms are effective as of December 1, 2025, and remain in effect until superseded by a later version issued by CNS.

1.4  Effective date as to each transaction. With respect to any individual order, the effective date of these Terms is the date appearing on the applicable CNS quotation or the date appearing on the applicable CNS invoice, WHICHEVER OF THOSE TWO DATES IS THE MOST RECENT. The version of these Terms in effect on that date governs that transaction in its entirety.

1.5  CNS OBJECTS TO AND REJECTS any additional, different, or conflicting terms contained in Buyer’s purchase order, vendor portal, supplier agreement, click-through, or other document, whether submitted before or after these Terms, and no such term shall bind CNS unless expressly accepted in a writing signed by an authorized officer of CNS.

1.6  All sales final. Except for Products that are DOA as defined in Section 8.8, ALL SALES ARE FINAL. Returns are accepted only at CNS’s sole discretion, only under a written RMA, and are subject to the thirty percent (30%) restocking fee and the shipping, insurance, and original-packaging requirements of Sections 4 and 8.

1.7  Order of precedence: (a) a written agreement signed by both parties; (b) the CNS quotation or order acknowledgment; (c) these Terms.

2.1  Quotations are non-binding offers and expire thirty (30) calendar days after issuance unless a shorter or longer period is stated on the quotation. No order is binding on CNS until accepted in writing by CNS or shipped by CNS.

2.2  Prices are based on quantities, configurations, and delivery schedules quoted. Quoted pricing is exclusive of taxes, freight, handling, insurance, duties, tariffs, customs fees, brokerage, and any other charges, all of which are the responsibility of Buyer.

2.3  CNS reserves the right to adjust pricing prior to shipment, upon written notice to Buyer, to reflect: (a) increases in manufacturer, distributor, or carrier costs; (b) newly imposed or increased tariffs, duties, surcharges, or trade measures; (c) currency fluctuation; or (d) changes requested by Buyer.

2.4  Obvious clerical, typographical, or system-generated pricing errors are not binding on CNS and may be corrected prior to shipment.

2.5  Condition disclosure. Each CNS quotation and invoice identifies whether a Product is sold as New Hardware or as Refurbished Hardware, as those terms are defined in Section 7.1.

3.1  Taxes not included in quoted pricing. UNLESS A SALES, USE, OR OTHER LOCAL TAX IS CLEARLY SPECIFIED AS A SEPARATE LINE ITEM ON THE APPLICABLE CNS QUOTATION, ALL QUOTED PRICES ARE EXCLUSIVE OF AND DO NOT INCLUDE ANY STATE OR LOCAL SALES, USE, OR SIMILAR TAX. Applicable taxes are calculated and added at the time of invoicing based on the ship-to jurisdiction.

3.2  Sales and use tax. CNS WILL CHARGE AND COLLECT ALL APPLICABLE FEDERAL, STATE, AND LOCAL SALES, USE, EXCISE, GROSS RECEIPTS, AND SIMILAR TAXES ON ALL ORDERS UNLESS BUYER DELIVERS TO CNS A VALID, FULLY EXECUTED, AND CURRENT RESALE OR EXEMPTION CERTIFICATE ACCEPTABLE TO CNS AND TO THE APPLICABLE TAXING AUTHORITY, PRIOR TO INVOICING.

3.3  A resale or exemption certificate received after an invoice has been issued does not entitle Buyer to a credit or refund of tax already invoiced or remitted. It is Buyer’s sole responsibility to maintain current, valid certificates on file with CNS.

3.4  Buyer represents that each certificate it provides is true, accurate, and lawfully issued, and Buyer shall indemnify, defend, and hold CNS harmless from any tax, interest, penalty, assessment, audit cost, or attorneys’ fees arising from an invalid, expired, misused, or improperly claimed exemption.

3.5  Duties, tariffs, and customs. CNS IS NOT RESPONSIBLE FOR AND WILL NOT PAY ANY IMPORT OR EXPORT DUTIES, TARIFFS, CUSTOMS CHARGES, BROKERAGE FEES, HARBOR OR MERCHANDISE PROCESSING FEES, VALUE-ADDED TAX, GOODS AND SERVICES TAX, PORT CHARGES, INSPECTION FEES, OR ANY OTHER GOVERNMENTAL OR CARRIER-ASSESSED CHARGE ARISING FROM THE IMPORT, EXPORT, TRANSIT, OR DELIVERY OF THE PRODUCTS.

3.6  Where any such charge is billed to CNS, Buyer shall reimburse CNS within ten (10) days of invoice, plus a fifteen percent (15%) administrative handling fee.

4.1  Freight charges. Except as expressly provided in Sections 8.4 and 8.9, CNS IS NOT RESPONSIBLE FOR SHIPPING OR FREIGHT CHARGES. All shipping, freight, fuel surcharges, residential and liftgate fees, redelivery fees, storage and demurrage, packaging, crating, palletizing, and handling charges are the responsibility of Buyer.

4.3  Buyer waives any right to decline, reduce, or opt out of such insurance. Where Buyer directs shipment on its own carrier account or arranges its own transportation, Buyer shall procure the required insurance at its own expense.

4.4  If any Product is shipped without the required insurance, or with insurance for less than full invoice value, ALL RISK OF LOSS, THEFT, NON-DELIVERY, AND DAMAGE RESTS ENTIRELY WITH BUYER, and CNS shall have no obligation to repair, replace, credit, or refund, regardless of the cause of loss.

4.5  Delivery dates are estimates only. CNS is not liable for delays caused by manufacturers, distributors, allocation, carriers, customs, or any cause beyond its reasonable control.

4.6  Partial shipments are permitted and each shipment may be invoiced separately as a separate sale.

5.1  All sales are F.O.B. CNS’s shipping point (Ex Works, origin). RISK OF LOSS AND DAMAGE PASSES TO BUYER UPON TENDER OF THE PRODUCTS TO THE CARRIER AT THE SHIPPING POINT, regardless of who pays freight or who selects the carrier.

5.2  Notwithstanding passage of risk, title to the Products remains with CNS until CNS has received payment in full, in cleared funds, of all amounts due for such Products and all other amounts owed by Buyer to CNS.

5.3  Buyer grants CNS a purchase-money security interest in all Products sold and in the proceeds thereof, until payment in full. Buyer authorizes CNS to file UCC-1 financing statements and any continuation or amendment thereto without Buyer’s signature.

5.4  Until paid in full, Buyer shall keep the Products free of liens, shall not remove them from the delivery address without notice to CNS, and shall keep them insured for full replacement value with CNS named as loss payee.

6.1  Buyer shall inspect all shipments upon arrival, before the carrier departs where practicable, and shall note any visible damage, shortage, or discrepancy on the carrier’s delivery receipt or bill of lading at the time of delivery.

6.2  Buyer must notify CNS in writing of any shortage, mis-shipment, or visible damage within three (3) business days of delivery, and of any concealed damage within five (5) business days of delivery, in each case with photographs of the packaging and the Product and a copy of the annotated delivery receipt.

6.3  Because risk of loss passes at CNS’s shipping point, claims for in-transit loss or damage are between Buyer, the carrier, and the insurer. CNS will, at Buyer’s written request and expense, provide reasonable documentation to support Buyer’s claim.

6.4  Use, deployment, installation, resale, or continued possession of a Product beyond the applicable inspection period constitutes irrevocable acceptance of that Product.

7.1  Condition designation. Every Product sold by CNS is designated as either “New Hardware” or “Refurbished Hardware,” and a different warranty applies to each. If no condition is stated, the Product is treated as New Hardware.

7.2  ALL NEW HARDWARE PURCHASED FROM CNS CARRIES THE ORIGINAL MANUFACTURER’S THREE (3) YEAR WARRANTY, unless a different manufacturer warranty period is expressly stated on the applicable CNS quotation or invoice.

7.3  The original manufacturer’s warranty is the sole and exclusive warranty applicable to New Hardware. CNS passes through to Buyer, to the extent assignable, all such manufacturer warranties, and will reasonably assist Buyer in opening and pursuing a warranty claim with the manufacturer.

7.4  CNS DOES NOT ITSELF WARRANT NEW HARDWARE AND IS NOT A GUARANTOR OR INSURER OF THE MANUFACTURER’S PERFORMANCE.

7.6  Under this guarantee, CNS warrants that the Refurbished Hardware will be free from defects in materials and workmanship and will perform substantially in accordance with the manufacturer’s published specifications.

7.7  Exclusive remedy. If Buyer reports a covered defect within the three (3) year period, CNS shall, at its sole option and at no charge to Buyer for the covered part: (a) repair the Product; (b) replace it with the same or a functionally equivalent product; or (c) issue a credit or refund of the amount Buyer paid.

7.8  Service level. Warranty service under this Section is performed during CNS’s normal business hours and is depot / return-to-CNS service.

7.9  This guarantee runs to the original Buyer only and is not transferable without CNS’s prior written consent.

7.10  DISCLAIMER. EXCEPT FOR THE PASS-THROUGH OF THE MANUFACTURER’S WARRANTY ON NEW HARDWARE AND THE EXPRESS THREE-YEAR CNS GUARANTEE ON REFURBISHED HARDWARE, ALL PRODUCTS ARE PROVIDED “AS IS,” AND CNS MAKES NO WARRANTIES OF ANY KIND AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

7.11  No warranty or guarantee applies to Products that have been subjected to misuse, abuse, neglect, improper storage, unauthorized service, out-of-spec operation, modification, transit damage, or Buyer’s failure to comply with Section 4.2 (mandatory insurance) or Section 8.3 (original packaging).

7.12  Software, firmware, paper licenses, entitlements, subscriptions, and support and maintenance contracts are not hardware and are governed exclusively by Section 11.

7.13  No employee, agent, or representative of CNS is authorized to make any warranty, guarantee, representation, or affirmation beyond these Terms.

8.1  ALL SALES ARE FINAL EXCEPT FOR DOA EQUIPMENT AS DEFINED IN SECTION 8.8. No Product may be returned to CNS for any reason without a written Return Material Authorization (“RMA”) number issued by CNS in advance.

8.2  Credit RMA requests must be submitted within thirty (30) calendar days of the invoice date. A Warranty RMA may be requested at any time during the applicable warranty or guarantee period. All RMA numbers are valid for fifteen (15) calendar days from issuance.

8.4  Products returned on a Credit RMA must be complete, unused, undamaged, and in resalable condition. All returns must be insured in accordance with Section 4.2.

8.5  Accepted Credit RMA returns are subject to a restocking fee of thirty percent (30%) of the invoiced price, plus the cost of any missing packaging or components. NO RESTOCKING FEE APPLIES TO A VALID WARRANTY RMA.

8.6  Non-returnable items. The following are FINAL SALE and non-returnable: software, paper licenses, license keys, entitlements, subscriptions, and support contracts; special-order, build-to-order, custom, or non-stock items; discontinued, end-of-life, clearance, or “as-is” items; opened or activated items.

8.7  Data. Buyer is solely responsible for removing, erasing, and sanitizing all data from any Product before returning it. CNS assumes no duty of confidentiality with respect to, and no liability for, any data remaining on returned media or equipment.

8.8  Dead on arrival (DOA). A Product is DOA if, upon first installation and initial power-on, it fails to power on or fails to perform in accordance with the manufacturer’s published specifications, and Buyer reports the failure to CNS in writing within ten (10) business days of delivery.

8.10  A Product is not DOA where the failure is reported after the ten (10) business day window, where the failure results from any excluded cause in Section 7.11, where the Product has been deployed into production, or where CNS determines upon inspection that the Product performs to specification.

9.1  Accepted orders may not be cancelled, reduced, rescheduled, or modified by Buyer without CNS’s prior written consent.

9.2  Where CNS consents to cancellation, Buyer shall pay: (a) the full price of any Product already shipped; (b) all non-recoverable costs incurred by CNS; and (c) a cancellation fee of twenty-five percent (25%) of the cancelled order value.

9.3  Deposits are non-refundable and are applied first against the amounts in Section 9.2.

10.1  Unless otherwise stated in writing on the CNS quotation or invoice, payment is due in full in U.S. dollars, in advance of shipment. Where CNS has extended credit in writing, terms are Net thirty (30) days from invoice date.

10.2  TIME IS OF THE ESSENCE with respect to payment. Past-due balances accrue a late charge of one and one-half percent (1.5%) per month, or the maximum rate permitted by New Jersey law if lower.

10.3  Buyer shall pay all amounts without deduction, set-off, counterclaim, withholding, or abatement of any kind. Disputed amounts must be identified in writing within ten (10) days of the invoice date.

10.4  Payments are applied first to collection costs and attorneys’ fees, then to accrued late charges, then to the oldest outstanding invoice.

10.5  Buyer shall reimburse CNS for all costs of collection, including reasonable attorneys’ fees, court costs, and collection agency fees, plus a fifty dollar ($50.00) administrative charge on any returned-payment or chargeback.

10.6  Buyer waives any right to initiate a credit card chargeback or payment reversal in lieu of the dispute process in Section 10.3.

10.7  CNS may, at any time and without liability, suspend performance, withhold shipment, require prepayment or adequate assurance, reduce or revoke credit, or cancel undelivered orders if Buyer is past due or if CNS reasonably deems itself insecure as to Buyer’s performance.

11.1  Software, firmware, paper licenses, entitlements, subscriptions, and support contracts are licensed, not sold, and are governed exclusively by the applicable publisher or manufacturer license agreement, end-user license agreement, and program terms, which Buyer accepts by ordering.

11.2  CNS is a reseller only and grants no license, warranty, or right of any kind in such items. CNS is not responsible for a publisher’s or manufacturer’s denial, revocation, delay, price change, transfer restriction, audit finding, or discontinuation of any license.

11.3  Paper licenses and license certificates are treated as hardware for purposes of shipment, mandatory insurance under Section 4.2, and risk of loss.

12.1  TO THE MAXIMUM EXTENT PERMITTED BY LAW, CNS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE PRODUCTS, OR ANY ORDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY, WARRANTY, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY BUYER TO CNS FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.

12.2  IN NO EVENT SHALL CNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF USE, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, DOWNTIME, COST OF SUBSTITUTE GOODS OR SERVICES, REGULATORY FINES, OR REPUTATIONAL HARM.

12.3  No action arising out of or relating to these Terms or any Product may be brought by Buyer more than one (1) year after the cause of action accrues.

12.4  The Products are not designed or authorized for use in life-support, life-sustaining, nuclear, aviation, weapons, or other high-risk applications in which failure could cause death, personal injury, or catastrophic loss.

12.5  The limitations in this Section 12 are an essential basis of the bargain and reflect the allocation of risk between the parties.

13.1  Buyer shall indemnify, defend, and hold harmless CNS and its members, officers, employees, agents, and affiliates from and against any and all claims, demands, suits, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Buyer’s breach of these Terms; (b) Buyer’s use, installation, resale, export, or disposal of the Products; (c) any invalid or improperly claimed tax exemption; (d) any unpaid duty, tariff, customs charge, or freight charge; (e) Buyer’s failure to maintain required insurance; or (f) Buyer’s violation of any law or of any manufacturer or publisher license terms.

14.1  The Products and related technology are subject to U.S. export control laws, including the Export Administration Regulations, and to the sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control.

14.2  Buyer represents and warrants that it will not export, re-export, transship, divert, or otherwise transfer any Product, directly or indirectly, to any embargoed or sanctioned country, to any restricted or denied party, or for any prohibited end use, without all required U.S. and foreign governmental authorizations.

15.1  CNS shall not be liable for any delay or failure in performance caused by any event beyond its reasonable control, including acts of God, fire, flood, severe weather, earthquake, epidemic or pandemic, war, terrorism, civil unrest, labor dispute, strike, shortage or allocation of materials or components, semiconductor or supply chain disruption, manufacturer or distributor delay, carrier or port disruption, utility or telecommunications failure, cyberattack, embargo, tariff action, or any governmental act, order, or regulation.

16.1  Governing law and venue. These Terms are governed by the laws of the State of New Jersey, without regard to its conflict-of-laws rules. The parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in Bergen County, New Jersey.

16.2  Jury trial waiver. EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE PRODUCTS.

16.3  Prevailing party. In any action to enforce these Terms, the prevailing party is entitled to recover its reasonable attorneys’ fees, expert fees, and costs.

16.4  Assignment. Buyer may not assign or transfer these Terms or any order without CNS’s prior written consent. CNS may assign freely.

16.5  Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

16.6  No waiver. No failure or delay by CNS in exercising any right constitutes a waiver.

16.7  Notices. Notices to CNS must be in writing and sent to Controlled Network Solutions, LLC, 325 S. River St., 2nd Floor, Hackensack, NJ 07601.

16.8  Survival. Sections 3, 5, 6, 7, 8, 10, 12, 13, 14, and 16 survive the completion, expiration, or termination of any order.

16.9  Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or franchise relationship.

16.10  Entire agreement and amendment. These Terms, together with the applicable CNS quotation, order acknowledgment, and invoice, constitute the entire agreement between the parties.

16.11  Revisions. CNS may revise these Terms from time to time. The version in effect on the date of the applicable CNS quotation governs.