Cyber Intell Solution Terms and Conditions of Purchase  

Last updated: April 2024

Thank you for considering our services! We encourage you to explore our website and consider purchasing our Products. However, please remember that your decision to proceed is contingent upon your acceptance of our Terms and Conditions and End User License Agreement, which are readily available on our website. These documents outline your rights and our obligations to provide our services, so we urge you to review them thoroughly.

 

Scope

The Terms and Conditions (“Terms”) contained herein shall apply to all offers made by and purchase orders accepted by CYBER INTELL SOLUTION, LLC (“Seller” or “CIS”). These Terms apply to all sales made by CIS except to the extent the Terms conflict with any special terms and conditions signed by CIS, and Customer may take precedence over this document. These Terms apply in place of any course of dealing between the parties or usage of trade in the industry. These Terms may, in some instances, conflict with other terms and conditions referenced. In such case, the Terms contained herein shall govern, and acceptance of the Customer’s order is conditioned upon the Customer’s acceptance of the terms and conditions herein, irrespective of whether the Customer accepts these conditions by a written acknowledgment, by implication, or acceptance and payment of products ordered hereunder. CIS’ failure to object to provisions contained in any communication from Customer shall not be deemed a waiver of the provisions herein. Any changes in the Terms contained herein must be agreed to in writing and signed by an officer of CIS before binding on either party.

 

Orders and Specifications

No Order submitted by the Customer shall be deemed accepted by CIS until confirmed in writing by an authorized representative of CIS. The specifications for the Products shall be those set out in the CIS quotation (price estimate) unless varied expressly in the Customer’s Order (if accepted by CIS). Illustrations, photographs, or descriptions in catalogs, brochures, price lists, or other documents issued by CIS are intended as a guide only, and the contents shall not be binding on CIS. CIS reserves the right to make any changes in the specification of the Products required to conform with any applicable safety or other statutory or regulatory requirements or, where the Products are to be supplied to CIS’s specification, which does not materially affect their quality or performance.

 

Prices, Quotations and Applicable Taxes

The Products’ price shall be listed in US dollars current at the date of acceptance of the Customer’s Order. Where CIS has quoted a price for the Products other than by CIS’s published price list, the price quoted shall be valid for 30 days or at any other time that CIS may specify. CIS reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Products to reflect any increase in the cost to CIS which is due to any factor beyond the control of CIS (including, without limitation, any foreign exchange fluctuation, currency regulation or alteration of duties, any change in delivery dates, quantities or specifications for the Products which the Customer requests, or any delay caused by any instructions of the Customer or failure of the Customer to give CIS adequate information or instructions).

Except as otherwise stated under the terms of any proposal or in any CIS price list, and unless otherwise agreed in writing between the Customer and CIS, all prices are exclusive of delivery charges.

The Product Price excludes any applicable value-added tax, excise, or sales taxes of a similar nature imposed or charged by any competent fiscal authority regarding the Products, which the Customer shall be additionally liable to pay to CIS.

 

Delivery and Shipping

CIS does not guarantee a specific delivery date or time frame for any Product or Order. Any listed time for a shipping method is an estimate only. For Orders with deadlines, please order well in advance.

The Customer will pay for shipping in the amount agreed upon by CIS at the time of purchase. CIS is not responsible for lost, misplaced, or delayed shipments or damaged freight by the freight carriers after they have been dispatched. CIS cannot be held responsible/liable for lost or stolen packages that have delivery confirmation to the address provided. The Customer accepts full responsibility to file any claim(s) with the carrier for damaged and lost shipments. CIS is not responsible for mis-delivery errors via carrier or incorrect shipping information

Unless otherwise agreed in writing, sales are FOB CIS’ facility. CIS may deliver products in one or more batches and invoice each shipment separately. Delivery time is not of the essence unless otherwise agreed in writing. Except as specified in 6(b), CIS does not accept liability for any loss arising from a delay in product delivery.

 

Payment

All payments are due upon receipt unless otherwise agreed upon in advance. If a payment is not received or the payment method is declined, the Customer forfeits the ownership of any items purchased. If no payment is received, no items will be delivered/shipped. The Customer agrees to pay interest on any unpaid balance at a rate of five percentage points above the official rate on the day the balance becomes due. Unless otherwise agreed in writing, all payments will be in United States dollars. If CIS is required to bring legal action to collect delinquent accounts, the Customer agrees to pay reasonable attorney’s fees and costs of suit.

Return Policy

Cyber Intell Solution, LLC is committed to providing our Customers with Products, services, and support that exceeds their expectations. If unhappy, all hardware, accessories, peripherals, and parts may be returned within 30 days from the date delivered for a credit or a refund of the purchase price, less shipping and handling, and any applicable restocking fees. Customers must return items in the original packaging and in sellable condition up to 30 days from the date the item was delivered to receive full credit or refund.

 

Annual Renewal of Yearly Services

Many Products listed offer yearly service renewals (e.g., VOIP, VPS, Encrypted Networks, etc.). If a Product purchased is a renewable service, CIS will contact the Customer 30-60 days before expiration to offer the yearly renewal. All renewable services exclude the hardware cost, which the Customer purchases with their initial Order. The Customer has the option to renew or decline.

 

Non-Conforming Delivery and Risk of Loss

The Customer shall notify CIS of any visible defects, quantity shortages, or incorrect product shipments within seven (7) days of receipt of the shipment. Failure to notify CIS in writing of any visible defects in the products or of quantity shortages or incorrect shipments within such period shall be deemed an unqualified waiver of any rights to return products based on visible defects, shortages, or inaccurate shipments, subject to Customer’s rights under Section 7. CIS shall retain a security interest in the products until the Customer makes the final payment to CIS. Risk shall be passed on to the Customer as soon as the products have been placed with a transport agent.

 

Contingencies

(a) CIS shall not be in breach of its obligations. It shall not be liable in any way for any loss, damage or expense arising directly or indirectly from any non-performance or delay in performance if such non-performance or delay is due to a force majeure event or other circumstances beyond CIS’ reasonable control, including but not limited to, shortages of labor, energy, fuel, machinery or materials, technical or yield failures, war, civil unrest, pandemic, any government act, law or regulation, including any judicial order or decree, any communication or power failure, labor dispute, natural disaster, fire, flood, earthquake, explosion or terrorist act. (b) In the event of a shortage of products, CIS may allocate product production and deliveries at its sole discretion.

 

Limited Warranty

Cyber Intell Solution warrants that (a) it is the owner of the Licensed Products (Software), (b) it has the right to enter into this agreement, and (c) performance of its obligations under this agreement shall not be unlawful, or in violation of any other contract entered into by CIS. Except as otherwise stated in a separate agreement between CIS and Customer, CIS warrants that the Products and Services, as initially delivered and unaltered, shall operate as specified in the then effective Documentation, provided that the Products and Services are used as directed on supported equipment. CIS does not warrant that the operation of the Products and Services in accordance with the Documentation shall meet any needs or requirements imposed or created by the Customer or that the operation of the supported software will be error-free or operate without interruption. CIS will not be responsible for providing support services to correct problems resulting from operator error, machine malfunction, or modification by the Customer or third party of the supported software. The Customer’s exclusive remedy for breach is to have CIS use commercially reasonable efforts during the term to correct any documented non-conformity of the Product that is reported in writing to CIS. The method of correction of the non-conformity shall be selected solely by CIS.

 

Warranty

CIS offers a one (1) year warranty repair & replacement on all hardware Products deemed defective. Warranty exclusions include but are not limited to physical abuse, modifications, or tampering with the Product or process without the concurrence of CIS.

 

Limited Liability

Neither CIS nor Customer shall be liable for incidental or consequential damages, including but not limited to the cost of labor, re-qualifications, rework charges, delay, lost profits, or loss of goodwill arising from the sale, installation, or use of any CIS product. If CIS has any liability for breach of contract, breach of any implied condition, warranty, or representation, the aggregate liability of CIS to Customer shall be limited in respect of any occurrence or series of occurrences to the total contractual value of the products or services supplied by CIS under these Terms and to which the claim relates.

 

Confidential Information

Customer and CIS may disclose to each other specific information that the disclosing party considers to be confidential, proprietary, or non-public business information and trade secrets of the disclosing party (“Confidential Information”), including but not limited to technical, financial, or commercial information, information regarding operations, policies, products, personnel matters, and procedures.  The receiving party shall use Confidential Information only as needed to perform obligations under these Terms and associated purchase orders and is expressly prohibited from disclosing Confidential Information of the disclosing party to any third parties. The receiving party shall not be prohibited from complying with disclosure mandated by applicable law or order of a court of competent jurisdiction if, where practicable and without breaching any legal or regulatory requirement, it provides the disclosing party with advance notice sufficient to allow the disclosing party to seek a protective order or similar disclosure protections.

 

Intellectual Property

Notwithstanding any other provision in these Terms, CIS has and shall retain all rights, title, and interests in any of its trade secrets, patents, copyrights, marks, or other similar intellectual property. If technical data about products is a required deliverable under the purchase order subject to these Terms, CIS grants the Customer a license to use such technical data only for the limited purpose outlined in the purchase order. Customer shall not disclose, commercialize, reverse engineer, modify, or create derivative works in any products delivered under a purchase order subject to these Terms unless expressly authorized by CIS.

 

Scope of License

The software is licensed, not sold. This agreement provides limited rights to use the software. CIS reserves all other rights. The Customer must comply with any technical limitations in the software that allow them to use it in specific ways. The Customer or End-User may not a) work around any technical limitations in the software; b) reverse engineer, decompile, or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation; c) make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation; d) publish the software for others to copy; e) rent, lease or lend the software; f) or transfer the software or this agreement to any third party.

 

Force Majeure

CIS shall not be liable for any damage or penalty for delay in delivery or for failure to give notice of delay when such delay is due to the elements, acts of god, acts of the Customer, acts of civil or military authority, war, riots, pandemic, concerted labor action, shortages of materials, or any other causes beyond the reasonable control of CIS. The anticipated delivery date shall be deemed extended for a period of time equal to the time lost due to any delay excusable under this provision.

 

Export Regulations

All orders are subject to Cyber Intell Solution’s Terms and Conditions of Sale (End User License Agreement) as documented at https://cyberintellsolution.com/product-terms-of-service/. No other terms or conditions apply, whether express or implied. CIS products contain items classified as ECCN 5D002.a.1. , which are controlled by the U.S. Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of to any other country or any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations.

The Customer agrees to comply fully with all laws and regulations concerning the purchase and sale of products. In particular, Customer agrees to comply with the Export Administration Regulations of the United States and the European Union and the United States International Traffic in Arms Regulations, as they apply to the sale of products under these Terms. Any shipment/diversion of the products beyond the destination authorized by the United States and the European Union is prohibited.

 

Waiver

CIS’s failure to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

 

Applicable Law

Unless otherwise agreed in writing, the terms and conditions contained herein shall be governed by and construed under the laws of the State of Maryland. Any dispute arising from or in connection with these Terms will be brought before a competent court in Maryland.