Communications Test Design, Inc. – Terms and Conditions of Sale

By pressing "Accept," you agree to the following Terms and Conditions of your purchase of network equipment testing products ("Products") from Communication Test Design, Inc.’s ("CTDI") Network Supply Online Store (https://supply.ctdi.com, "Online Store.") UNLESS YOU AS THE CUSTOMER HAVE ANOTHER VALID AGREEMENT APPLICABLE TO THIS PURCHASE, OR UNLESS THE ONLINE STORE SPECIFIES DIFFERING OR ADDITIONAL TERMS FOR A SPECIFIC PRODUCT, THE FOLLOWING CUSTOMER TERMS WILL GOVERN PURCHASES MADE HEREUNDER. IN ADDITION, THESE TERMS SUPERSEDE ANY TERMS STATED IN A CUSTOMER’S REQUEST FOR QUOTE, PURCHASE ORDER, OR AGREEMENT TO PURCHASE.

Use of Products. You agree to use the Products in a manner consistent with these terms and conditions. For certain Products, the original manufacturer may recommend the use of additional equipment and/or tools. Please refer to the original manufacturer’s website to determine if additional equipment and/or tools are required.

Limited Warranty. IMPROPER HANDLING OF COMPONENTS, IMPROPER REPAIR, OR FAILURE TO FOLLOW THE INSTRUCTIONS IN ANY SERVICE TECHNICAL INSTRUCTIONS COULD RESULT IN FIRE, ELECTRIC SHOCK, INJURY, DATA LOSS, OR DAMAGE TO THE REPAIR PRODUCT, SERVICE PARTS, OR OTHER PROPERTY.

Warranty. CTDI warrants that Products will, as of the date of delivery, conform to their general descriptions on the Online Store and function as described if used correctly. UNLESS REQUIRED BY LAW, DAMAGE TO THE PRODUCT CAUSED BY YOUR REPAIR IS NOT COVERED BY THIS WARRANTY OR THE MANUFACTURER’S WARRANTY. OTHER THAN AS STATED IN THIS SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SERVICE PRODUCTS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE ORIGINAL MANUFACTURER MAKES NO REPRESENTATIONS OR WARRANTIES ON THE CONDITION OF THE PRODUCTS SOLD ON THE ONLINE STORE.

Limitations. The warranties set forth above do not cover problems that arise from (1) accident or neglect by you or a third party; (2) any third party items or services with which the Product is used or other causes beyond CTDI’s control; (3) installation, operation, or use not in accordance with CTDI’s instructions and the applicable documentation; (4) use in an environment, in a manner or for purpose for which the product was not designed; (5) modification, alteration, or repair by anyone other than CTDI personnel; or (6) causes attributable to normal wear and tear. CTDI has no obligation for Products whose original identification marks have been altered or removed. Products sold on the Online Store are not intended for use in, and CTDI expressly disclaims any express or implied warranty of fitness for, hazardous activities that could lead to death, bodily injury, or physical or property damage.

Condition of Products. Products sold on the Online Store may be new, refurbished, tested, or defective, defined as follows:

  • New: a Product that has not been previously used.
  • Refurbished: a Product that was previously used, has been tested, and has been repaired to function as originally intended by the manufacturer.
  • Tested: a Product that was previously used and tested, but no repairs were necessary for the Product to function as originally intended by the manufacturer.
  • Pre-owned Untested: a Product that was previously used but has not been tested to determine whether it functions as originally intended by the manufacturer.
  • Defective: a Product that was previously used and is known to not function as originally intended by the manufacturer.

Condition of Products is provided on the quote from CTDI, along with the corresponding price. Products that are sold as refurbished or tested have been refurbished or tested solely by CTDI. The original manufacturer makes no representations or warranties on the condition of the Products sold on the Online Store.

RETURN POLICY. ITEMS MAY ONLY BE RETURNED FOR REFUND OR REPLACEMENT IF DAMAGED OR DEFECTIVE WHEN RECEIVED. RETURNS MUST BE INITIATED BY NOTIFYING CTDI OF SUCH DAMAGE OR DEFECT WITHIN SEVEN (7) DAYS OF DELIVERY FOR DAMAGED PRODUCTS AND NINETY (90) DAYS OF DELIVERY FOR DEFECTIVE PRODUCTS. RETURNS MUST BE RECEIVED, INSPECTED, AND APPROVED BEFORE A REFUND IS ISSUED OR REPLACEMENT SHIPPED. THE FOREGOING CONSTITUTES YOUR SOLE REMEDY AND CTDI’S SOLE AND EXCLUSIVE OBLIGATION FOR RETURNS. UNLESS YOU NOTIFY CTDI OF SUCH DAMAGE OR DEFECT IN ACCORDANCE WITH THIS RETURN POLICY, YOUR RETURN WILL NOT BE ACCEPTED.

Manufacturer’s Service Program or Warranty. CTDI will not verify whether the Product qualifies for the manufacturer’s service program or warranty at the time you purchase the Product.

Payment Options and Sales Tax. CTDI offers third party payment options. All cardholder information is secured through a payment gateway, and credit card information is not stored on the Online Store. CTDI is required to collect state sales tax on all taxable items sold through the Online Store. The amount of sales tax charged is based on the delivery address not the billing address. If you are tax exempt, please contact us prior to purchasing as we will require your tax-exempt form to be on file.

Invoices and Payment. You agree to pay all invoiced amounts either (1) immediately upon submission of an online order using a credit card; or (2) if you have submitted a purchase order to CTDI, payment is due in accordance with your contract with CTDI (or, if you are an authorized buyer for your company, your company’s contract with CTDI). CTDI may suspend or cancel performance of open orders if you fail to make the payment when due.

Order Cancellation. We make every effort to ship your order promptly. Any order submitted through the Online Store, if in stock, will not ship until after the necessary order verifications have been completed. Once the order has shipped it cannot be canceled.

Delivery. CTDI will use all commercially reasonable efforts to deliver Products in a timely manner. Unless otherwise agreed, CTDI shall arrange for shipment of the ordered Products to the ship-to address indicated on the order, through a common carrier designated by CTDI. You shall notify CTDI within seven (7) days of the invoice date if you believe any Product included on the order is missing, wrong, or damaged.

Title. Risk of loss or damage and title for Products will pass upon delivery to you or your designee. Where permitted by law, CTDI retains a security interest in Products sold until full payment is received.

Acceptance. All Products will be deemed to be accepted upon delivery. Notwithstanding such acceptance, you retain all rights and remedies under the warranty terms stated above. You may only return Products to CTDI that are permitted to be returned pursuant to the Return Policy.

Governing Law. Your purchase of Products and acknowledgement of these terms and conditions will be governed and interpreted under the laws of the Commonwealth of Pennsylvania and the federal laws of the United States. To the extent permitted by law, the commonwealth and federal courts located in Pennsylvania will have exclusive jurisdiction for any disputes. You and CTDI agree to submit to the personal jurisdiction of the commonwealth and federal courts located within Chester County, Pennsylvania, and agree to wave any and all objections to the exercise of jurisdiction over the parties by those courts and to venue in those courts.

Global Trade Compliance. If you export, import, or otherwise transfer Products, you will be responsible for complying with applicable laws and regulations and for obtaining any required export or import authorizations. CTDI may suspend its performance under this agreement to the extent required by laws applicable to either party. Additionally, you represent and warrant that you are not the subject or target of, and that you are not located in a country or territory that is the subject or target of economic sanctions of the United States, including, without limitation, North Korea, Cuba, Iran, Syria, and Crimea.

Force Majeure. Neither party shall be liable to the other for the delay or failure to perform any of its obligations (other than for the payment of fees) caused by Force Majeure. If such delay or failure lasts longer than thirty (30) days, then the other party may immediately terminate, in whole or in part, the relevant order by giving written notice to the delayed party. “Force Majeure” refers to circumstances beyond a party’s reasonable control including, without limitation, acts of God; war; riot; civil commotion; terrorist acts; malicious damage; governmental or regulatory actions; accident; breakdown of plant or machinery; local or national emergency; explosions, fire, natural disasters, severe weather or other catastrophes; epidemics and pandemics; general import, export, customs process problems affecting supplies to CTDI or to you; shortages in materials; failure of a utility service or transport network; embargo, strike, lock out, or other industrial dispute (whether involving CTDI’s workforce or any other party); or default of supplier or subcontractors due to any of the preceding events.

Assignment and Subcontracting. Neither party shall assign, transfer, or novate these Terms and Conditions, any order, or any right or obligation thereunder or delegate any performance without the other party’s prior written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing: (1) CTDI may use affiliates or other qualified subcontractors to perform its obligations hereunder, provided that the relevant party to the order shall remain responsible for the performance thereof; and (2) either party may assign rights to payments arising under any order without consent of the other party.

No Creation of Relationship. Nothing in these terms and conditions or this engagement creates any relationship between you and CTDI or the manufacturer, including, but not limited to, partnership, joint venture, employer-employee, principal-agent or franchisor-franchisee.

Third Party Rights. There are no third-party beneficiaries to these Terms and Conditions or any order under any laws.

Waiver and Severability. Failure to enforce a provision of these Terms and Conditions will not constitute a waiver of that or any other provision of these Terms and Conditions. If any part of these Terms and Conditions or an order is held unenforceable, the validity of the remaining provisions shall not be affected.

Notices. The parties will provide all notices under these Terms and Conditions in writing. You must provide notices to CTDI via the following address or email:

General Counsel
Communications Test Design, Inc.
1373 Enterprise Drive
West Chester, PA 19380
CTDILegal@ctdi.com

Entire Agreement. These Terms and Conditions and each order here under comprise the complete statement of the agreement of the parties regarding the subject matter thereof and may be modified only by written agreement. Pre-printed terms on any purchase order or any term or condition on a customer form have no legal effect and do not modify or supplement the Terms and Conditions, even if CTDI does not expressly object to those terms when accepting your order.