STS Lab, Inc. (doing business as CCTV.Net) including its subsidiaries and/or affiliates ("Distributor"), makes all sales of its products and services (“Products”) to buyer [also known as a security integrator, security dealer, security installer] (“Security Integrator”, “SI”) subject to the following terms and conditions:

 

1. Distributor - Security Integrator Relationships. An SI designs, sells, installs, and maintains physical protection systems (including, but not limited to, alarm, access control, fire, and video surveillance) and helps the end-user customers develop procedures for using these system components, and trains personnel responsible for its use.  It is the responsibility of the Security Integrator to obtain and maintain all required licenses and permits from Authority Having Jurisdiction over the area where SI operates. By filing an account application with Distributor, and by placing orders with Distributor, Security Integrator certifies compliance with this provision. 

    

2. Pricing/Purchase Orders/Acceptance of Terms and Conditions. All Products sold by Distributor to Security Integrator shall be at the standard prices set forth in Distributor’s current catalog of Products at the time the order is submitted to Distributor. Security Integrator shall submit all orders for Products to Distributor using a method approved in writing by Distributor, which includes by telephone, via email, via Distributor’s secure online portal, and by electronic data interchange (“EDI”) if Security Integrator has executed and provided to Distributor Distributor’s standard EDI Trading Partner Agreement. Any and all purchase orders, however, communicated, are subject to the terms and conditions of this agreement, and Distributor does not accept, and expressly objects to and rejects, any other terms and conditions (whether written or oral) originating from Security Integrator that purport to modify, add to, or otherwise vary the terms and conditions of this agreement. To facilitate future cross-reference, Security Integrator shall note on the face of each submitted purchase order that the terms of this agreement control; provided, however, if Security Integrator fails to include any such notation, the parties hereby agree that the terms and conditions of this agreement shall still control.

 

3. Shipment/Title/Risk of Loss/Taxes. Title to the Products shall pass to Security Integrator upon delivery of the Products to (1) the common carrier or (2) Security Integrator's representative at Distributor's dock. Distributor's delivery of the Products shall be Ex Works Distributor’s shipping point, with all risk of loss, damage, theft or destruction passing to Security Integrator at such point, subject to Distributor's rights under applicable law. No such loss, damage, theft or destruction to the Products, in whole or in part, shall impair the obligations of Security Integrator under this agreement, all of which shall continue in full force and effect. Distributor shall not be liable for any shipping delays. Security Integrator shall bear all applicable federal, state, municipal or other governmental tax, as well as any applicable import or customs duties, license fees, and similar charges, however, designated or levied on the sale of Products (or delivery thereof) or measured by the purchase price paid for the Products.

 

4. Shortages/Rejection of Delivery. All claims for shortages or rejection of delivery must be made by Security Integrator to Distributor in writing within a period of forty-eight (48) hours from receipt of Products and must state in reasonable detail the grounds therefore. Unless such notice is given within the stated period of time, Security Integrator agrees that it shall be conclusively presumed that Security Integrator has fully inspected the Products and acknowledged that NO shortage or grounds for rejection exists.

 

5. Security Interest. Security Integrator grants Distributor a security interest in all Products sold hereunder and to all Products now or hereafter acquired by Security Integrator from Distributor, and to any proceeds thereof, until the purchase price and any other amounts due to Distributor have been paid in their entirety. Security Integrator hereby authorizes Distributor to prepare and file any financing statement listing the Products as collateral and to file any such financing statement in such filing offices as the Distributor may deem appropriate. Security Integrator further agrees promptly to execute any other documents requested by Distributor in order to protect Distributor's security interest. Upon any default by Security Integrator of any of its obligations to Distributor, Distributor shall have all the rights and remedies of a secured party under the Uniform Commercial Code, which rights and remedies shall be cumulative and not exclusive.

 

6. Payment. Unless otherwise agreed in writing by Distributor, all credit purchases must be paid in accordance with Distributor's normal terms of sale, which are Net twenty (20) days from date of invoice. All past due amounts are subject to a one and a half percent (1.5%) monthly financing charge or the maximum permissible under applicable law, whichever is lower. All drafts dishonored for any reason shall be assessed a twenty-five dollar and 00/100 ($25.00) service charge. In the event that Security Integrator stops payment on  any drafts issued to Distributor, for any reason, Security Integrator hereby recognizes that Distributor would suffer damage, the exact amount of which cannot be determined with certainty, and Security Integrator shall pay Distributor liquidated damages in the amount of five hundred and 00/100 ($500) for each such draft in addition to the purchase price. Security Integrator may not use anticipated credit memos before Distributor issues the credit on account. Payment using an anticipated credit memo before Distributor has issued credit will be considered a short payment and may result in delayed shipments. It is not Distributor’s policy to issue refunds. Credit memos must be used on current outstanding balances or future purchases. In the event that Security Integrator utilizes a credit card to purchase Products, Security Integrator must provide Distributor with the credit card information as requested. Security Integrator acknowledges and agrees that all credit card purchases hereunder are duly authorized and that it will not initiate any disputes with the credit card issuer related to payments to Distributor or any of its successors or assigns in connection with such purchases. All credit card payments requested post point of sale hereunder will be assessed a convenience fee equal to two percent (2%) of the total invoice amount. Distributor  has no continuing obligation to deliver Products on credit and  credit approval may be withdrawn by Distributor at any time without prior notice. Distributor may extend credit to Security Integrator for purchasing Products to the extent Security Integrator may be eligible under the applicable Distributor’s programs and consistent with Security Integrator’s credit capability, as determined by Distributor from time to time in Distributor’s absolute discretion. Distributor may, in its absolute discretion, refuse to establish an account with Security Integrator, place Security Integrator’s account on hold, and/or refuse to deliver Products or accept orders from Security Integrator to the extent any principal(s) or shareholder(s) of Security Integrator, any entity with which such principal(s) or shareholder(s) are affiliated, or any subsidiary or affiliate of Security Integrator has a delinquent or past due account with Distributor. In the event that Security Integrator’s account with Distributor is dormant for more than six (6) months and has a credit balance, Security Integrator agrees that Distributor may impose a monthly administrative charge for inactivity at a rate of the lesser of ten and 00/100 dollars ($10.00) a month or the credit balance outstanding on Security Integrator’s account. Distributor, without waiver or limitation of any rights or remedies, shall be entitled from time to time to deduct from any amounts due or owing by Security Integrator to Distributor any and all amounts owed by Distributor to Security Integrator. Security Integrator acknowledges and agrees that Distributor shall be entitled to apply all payments to Security Integrator’s account(s) as Distributor deems fit in its sole and absolute discretion

 

7. Returns. The terms for all Product returns, for whatever reason, are limited to those set forth in Distributor's return merchandise authorization ("RMA") policies and procedures, which are located on Distributor’s website and in Distributor’s catalog. These policies and procedures may be modified in any manner by Distributor at any time. All returns must be accompanied by an RMA from Distributor. All returns are subject to in-house credit only. The time periods allowed for returns are determined by manufacturers of the Products and are printed in Distributor's catalog.

 

8. No Warranties by Distributor. Product warranties, if any, are provided by the manufacturer or publisher of the Products. Distributor makes no warranties whatsoever. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES OR DAMAGES OF ANY KIND OR NATURE ALLEGED TO HAVE RESULTED FROM ANY BREACH OF WARRANTY. DISTRIBUTOR DOES NOT WARRANT THE MERCHANTABILITY OF THE PRODUCTS OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE. DISTRIBUTOR SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY, AND HOLD HARMLESS SECURITY INTEGRATOR FROM AND AGAINST ANY OR ALL DAMAGES OR COSTS INCURRED BY SECURITY INTEGRATOR ARISING FROM THE INFRINGEMENT OR VIOLATION OF ANY PATENTS, TRADEMARKS, COPYRIGHTS OR OTHER PROPRIETARY RIGHTS BY ANY PRODUCTS. DISTRIBUTOR MAKES NO WARRANTY, EXPRESS OR IMPLIED. NOTWITHSTANDING ANY OTHER TERMS OR CONDITIONS TO THE CONTRARY, DISTRIBUTOR’S LIABILITY UNDER THIS SECTION SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCT GIVING RISE TO THE ALLEGED LIABILITY.

 

9. Events of Default. Security Integrator shall be in default under this agreement upon the happening of any of the following events or conditions: (a) default by Security Integrator on payment of any installment, invoice, bill or any other indebtedness or obligation now or hereafter owed by Security Integrator to Distributor, (b) default in the performance of any obligation, covenant or liability contained in this agreement or any other agreement or document between Security Integrator and Distributor, (c) any inaccuracy with respect to any warranty, representation or statement made or furnished by Security Integrator, (d) dissolution, termination of existence, insolvency, business failure, or discontinuance of Security Integrator's business or the appointment of a receiver for any part of the property of, or assignment for the benefit of creditors by, Security Integrator or the commencement of any proceedings under any bankruptcy reorganization or arrangement laws by or against Security Integrator or the attachment, levy, seizure or garnishment of any of Security Integrator's property, rights, assets (contingent or otherwise) including the Products, or (e) any change in control of the ownership or management of Security Integrator, unless prior to the occurrence of such change of control Distributor shall have been notified in writing and Security Integrator shall have obtained Distributor’s prior written approval to such change in control.

 

10. Remedies of Distributor.

 

1.  
   1. In General. Upon the occurrence of any event of default or any time thereafter, Distributor may, at its option and without notice to Security Integrator, exercise one or more of the following remedies as Distributor, in its sole discretion, shall elect: (1) declare immediately due  and payable all outstanding invoices under this or any other contract and demand or, without demand, sue for amounts then due or thereafter accruing under this invoice or under any other invoice, bill or other document evidencing Security Integrator's indebtedness to Distributor, (2) suspend deliveries as to any or all Products, (3) take possession of the Products wherever found and for this purpose enter upon any premises of Security Integrator and remove the Products, without court order or other process of law, without any liability for damages, suit, action or other proceeding by Security Integrator as a result of such entry and/or removal, (4) cause Security Integrator, at its expense, to promptly return the Products to Distributor in good, like-new condition, (5) sell the Products, or any part thereof at public or private sale (for cash or credit) at such time or times as Distributor shall determine, free and clear of any rights of Security Integrator, and if notice thereof is required by law, any notice in writing of any such sale by Distributor to Security Integrator not less than ten (10) days prior to the date thereof shall constitute reasonable notice thereof to Security Integrator, and (6) exercise any and all rights accruing to Distributor under any applicable contract or law upon a default by Security Integrator, including all rights and remedies accorded to Distributors or secured parties under the Uniform Commercial Code.
   2. Mitigation of Damages. Should Distributor repossess any of the Products because of Security Integrator's default, Distributor may make a commercially reasonable effort to sell such Products at a reasonable price to a third party, provided, however, that Distributor shall have no obligation to actively seek out and solicit potential third party Security Integrators for said Products.
   3. Collection Costs. In the event of any default on the part of Security Integrator hereunder, Security Integrator shall pay any and all collection costs, including reasonable attorneys' fees and costs, incurred by Distributor.
   4. Rights and Remedies Not Exclusive. No right or remedy conferred upon or reserved to Distributor by this agreement shall be exclusive of any other right or remedy provided herein or by law. All rights or remedies conferred upon Distributor by this agreement and by law shall be cumulative and in addition to any other right or remedy available to Distributor.

 

11. Time of the Essence. Time is of the essence with respect to each of the provisions of this agreement.

 

12. Indemnification. Security Integrator agrees to indemnify and hold Distributor and its officers, directors, servants, employees, agents and advisors harmless from and against any and all claims, damages, costs, expenses (including, but not limited to, reasonable attorneys' fees and costs) or liabilities that may result, in whole or in part, from any third party using the Products provided under this agreement. Any defense provided hereunder shall be by counsel of Distributor’s choice.

 

13. Limitation of Liability. In the event that any Product malfunctions and such malfunction leads to damage or injuries to the Product, to Security Integrator’s business, the end-user’s business, to other equipment, or residence, or to employees or to other persons, Distributor shall not be liable for such damages or injuries, and Security Integrator, for itself and its successors in interest, hereby forever releases and discharges Distributor from any such liability. Security Integrator understands and agrees that if, despite the Security Integrator’s release of the Distributor from liability, Distributor shall be found liable for loss or damage caused by failure of Distributor to perform any of Distributor’s obligations hereunder or the failure of the Products in any respect whatsoever, Distributor's liability shall be limited to the price paid for such Products, and this liability shall be exclusive. Security Integrator understands and agrees that the provisions of this section shall apply if loss or damage, irrespective of cause or origin, results directly or indirectly to persons or property, from performance or non-performance of any of Distributor's obligations or from negligence, active or otherwise, of Distributor, or its agents, servants, assignees or employees. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE FOR AMOUNTS REPRESENTING INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,  OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

14. Assignment. This agreement and all rights, obligations and performance hereunder may not be assigned by Security Integrator without prior written consent of Distributor.

 

15. Waiver. No delay or omission by Distributor to exercise any right or power shall impair any such right or power or be construed to be a waiver thereof. A waiver by Distributor of any term, condition or agreement to be performed by Security Integrator or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other term, condition or agreement herein contained. No change, waiver, or discharge hereof shall be valid unless presented in writing to Distributor and signed by an authorized representative of Distributor.

 

16. Severability. If any section, term, condition or portion of this agreement shall be found to be illegal or void as being against public policy, it shall be stricken and the remainder of this document shall stand as the original.

 

17. End-user sales. While Distributor does not routinely market Products to end-user customers, nothing in this agreement should be interpreted as prohibition for sales by Distributor to end-users or create any liability for Distributors because of such sales. 

 

18. Governing Law/Venue. This agreement shall be construed and enforced in accordance with the laws of California without regard to the conflicts of law provisions thereof. ALL SALES TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALES OF GOODS, IF OTHERWISE APPLICABLE. All claims, actions, disputes, controversies or suits shall be litigated exclusively in the courts of California. Each party specifically consents to service of process by and the jurisdiction of and venue in those courts and Security Integrator, if not a resident of the United States, hereby appoints the Secretary of State of California as its agent for service of process in the United States.

 

 

19. Incorporation of Manufacturer modified Terms. Sales of Products may be subject to other terms, conditions or policies established (and from time to time) by the manufacturer or publisher of the Products, which may be (i) included with the Products or (ii) available on Distributor’s website including without limitation the domain names www.cctv.net and/or any equivalent or successor thereof.

 

20. Entire Agreement/Modification. The parties intend this agreement to be the complete statement of the terms of their agreement. This agreement replaces and supersedes any prior agreements between them with respect to the subject matter hereof. No course of prior dealing or usage of trade shall be relevant to amend or interpret this agreement. This agreement may not be changed, modified or amended except by an instrument in writing signed by both Distributor and Security Integrator.

 

21. Compliance with Laws. The parties agree to comply with the laws, regulations and requirements of the United States. This includes, without limitation, the applicable export control and economic sanctions laws, regulations and requirements administered by the Commerce Department’s Bureau of Industry and Security and the Treasury Department’s Office of Foreign Assets Control as they may govern the export and re-export of items supplied under these Terms and Conditions. These commodities, technology or software were exported from the United States in accordance with the Export Administration Regulations. Diversion contrary to U.S. law is prohibited. Security Integrator further agrees that it will not make any payment, directly or indirectly, that would cause a violation of the anti-bribery laws of any country or jurisdiction, including without limitation the U.S. Foreign Corrupt Practices Act which, inter alia, prohibits certain payments to foreign government officials for the purpose of obtaining or retaining business. The  Federal Equal Credit Opportunity Act (ECOA) prohibits creditors from discriminating against credit applications on the basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant’s income derives from any public assistance program; or because the applicant has in good faith, exercised any right under the Consumer Credit Protection Act. The federal agency that administers compliance with law concerning the creditor is the Federal Trade Commission, Division of Credit Practices, 600 Pennsylvania Avenue, NW, Washington, DC 20580.

 

22. No Agent. It is understood that Security Integrator is not an agent of Distributor and shall not refer to the Distributor’s corporate name in any of its products or literature without the express written consent of the Distributor.

     

23. Use of wireless carriers’ information to prevent fraud.  Security Integrator authorizes their wireless carrier to use or disclose information about your account and your wireless device, if available, to CCTV.Net or its service provider for the duration of your business relationship, solely to help them identify you or your wireless device and to prevent fraud. Please see our Privacy Policy for how we treat your data

 

23. Notices. All notices and other communications relating to this agreement or its terms must be either: (1) in writing and sent via first class United States Postal Service certified or registered mail with return receipt requested; or (2) via UPS or other similar overnight courier to the address set forth above. All such notices must be sent to Attn: Legal Notices, 16037 Arminta St, Van Nuys, CA 91406, USA.  All notices sent by Distributor hereunder will be deemed received two (2) days after postmark or shipping date, or on the day of actual receipt if earlier. In addition, Distributor may provide notices hereunder to Security Integrator via facsimile to the facsimile number(s) Security Integrator provided to Distributor via Security Integrator’s completion of Distributor’s account application or credit application, with such facsimile notices being deemed received upon Distributor's receipt of its facsimile machine's confirmation of successful transmission. If the day on which such facsimile is received by Security Integrator is not a business day or is after five p.m. on a business day, then such facsimile shall be deemed to have been received on the next following business day.