1. Terms and Acknowledgement.

These Terms and Conditions of Sale (“Terms”) apply to all quotations, offers and agreements made by purchase orders accepted by Fiber Global, Inc. (“Fiber Global”). To the extent these Terms conflict with or are different from those contained in any Buyer purchase order, terms contained therein (or hyperlinked there) or other similar document, these Terms will control, unless Fiber Global specifically agrees in writing that these terms are superseded. Buyer’s acceptance and payment for the goods is confirming acceptance of these Terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.

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These Terms are subject to change by Fiber Global without prior written notice at any time, in Fiber Global’s sole discretion. The latest version of these Terms will be posted on this website, and Buyer should review these Terms before making any purchases. Buyer’s continued purchase after a posted change in these Terms will constitute Buyer’s acceptance of and agreement to such changes.

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2. Payment. Buyer shall pay Fiber Global the amount shown on Fiber Global’s invoice for all goods sold to Buyer within thirty calendar (30) days from Fiber Global’s invoice date.  Interest shall accrue on all amounts past due at the rate of 1.50% per month (eighteen percent (18%) per annum) or the maximum amount allowed by law, whichever is less.

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3. Prices and Taxes. All prices quoted or charged by Fiber Global shall be FOB Destination, unless otherwise agreed in writing. Prices do not include sales, excise, use, or other taxes measured by the sales price of the goods sold or arising under such sale. Buyer shall pay any and all such taxes.

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4. Delivery of Goods. Fiber Global shall deliver the goods sold to Buyer by placing the goods with a carrier for delivery to Buyer. Delivery dates are estimated only. In no event shall Fiber Global be liable to Buyer or any third parties for any damages of any kind, direct or indirect, in the event of delay of delivery. In the event of any such delay, Fiber Global shall have such additional time within which to perform its obligations as may reasonably be necessary under the circumstances.

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Fiber Global may, in its sole discretion, without liability or penalty, make partial shipments of goods to Buyer and, in such event, Buyer shall pay the invoice for receipt of such goods. set forth therein. All prices are FOB Destination, freight prepaid.

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5. Delivery Time. Any time quoted by Fiber Global for delivery is an estimate only. Fiber Global is not liable for or in respect of any loss or damage arising from any delay in filling any order, failure to deliver or delay in delivery. 

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6. Inspection. Buyer must notify Fiber Global within five (5) business days of delivery if the goods are not conforming, after which time the goods are deemed accepted and may not be returned.  If goods are found to be nonconforming by Fiber Global it will replace the nonconforming goods with conforming goods or refund the price for the nonconforming goods, in its sole discretion.  Buyer acknowledges and agrees that the remedies set forth in this section are Buyer’s exclusive remedy for the delivery of nonconforming goods.

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7. Warranties. Fiber Global warrants that the goods sold are in accordance with the specifications contained on Fiber Global’s invoice and that for a period of twelve (12) months from the date of shipment of the goods that such goods will be free from significant defects in material and workmanship. The warranty herein does not apply where the goods are defective as a result of having been subjected to abuse, misuse, lack of maintenance, abnormal environmental conditions or use contrary to any instructions indicated by Fiber Global. 

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8. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED WARRANTIES CONTAINED HEREIN FIBER GLOBAL MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY; OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

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9. Intellectual Property. Buyer acknowledges and agrees that any and all of Fiber Global’s intellectual property rights are the sole and exclusive property of Fiber Global and Buyer shall not acquire any ownership interest in any of Fiber Global’s intellectual property rights under these Terms. Any goodwill derived from the use by Buyer of Fiber Global’s intellectual property rights inures to the benefit of Fiber Global and, if Buyer acquires any intellectual property rights, rights in or relating to any goods (including any rights in any Trademarks, derivative works, or patent improvements relating thereto) by operation of law, or otherwise, such rights are deemed and are hereby irrevocably assigned to Fiber Global.  Feedback provided to Fiber Global may be used to develop and improve Fiber Global products or create new products. To the maximum extent permitted by law, Buyer grants Fiber Global an exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use any such feedback for any purpose without any obligation or compensation Buyer. Buyer is strictly prohibited from reverse engineering, decompiling, or attempting to recreate the goods.

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10. Suspension; Cancellation; Termination. If Buyer fails to pay any amounts when due under these Terms, Fiber Global may (a) suspend the delivery of any goods, (b) reject Buyer’s Purchase Orders, or (c) cancel accepted Purchase Orders. Fiber Global may terminate any Purchase Order or sale if Buyer files a petition in bankruptcy, becomes insolvent, dissolves or takes any similar action. Upon the expiration or termination of an order for any reason: Buyer will pay all amounts due through the date of termination, including any additional costs incurred by Fiber Global in fulfilling Buyer’s order(s), and each party will be released from all obligations to the other arising after the date of expiration or termination, except for those which by their terms survive such termination or expiration  (including but not limited to payment obligations incurred by the Buyer prior to such expiration or earlier termination). With respect to any goods that have already been produced to fill a Purchase Order and/or are still in transit upon termination, Buyer shall pay all amounts due for such goods and Fiber Global may require, in its sole and absolute discretion, that all sales and deliveries of such goods be made on either a cash-only or certified check basis. 

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11. LIMITATIONS ON BUYER’S REMEDIES AND LIABILITY.

BUYER’S SOLE REMEDY WITH RESPECT TO ANY CLAIM ARISING OUT OF ANY ORDER OR FIBER GLOBAL’S PERFORMANCE IN CONNECTION THEREWITH INCLUDING, WITHOUT LIMITATION, ANY CLAIM ARISING OUT OF ANY NONCONFORMING GOODS, SHALL BE EXCLUSIVELY (AT FIBER GLOBAL’S SOLE OPTION) THE RIGHT OF REPLACEMENT OR REPAIR OF SUCH GOODS, OR REPAYMENT OF THE PURCHASE PRICE FOR SUCH GOODS.

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WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL FIBER GLOBAL BE LIABLE, WHETHER BASED IN CONTRACT, WARRANTY, INDEMNITY, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LAW OR EQUITY, FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF USE OF PROPERTY OR EQUIPMENT, DOWNTIME, LOSS OF THIRD PARTY CONTRACTS OR LOST PRODUCTION, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT BUYER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

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IN NO EVENT SHALL FIBER GLOBAL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LAW OR EQUITY, EXCEED THE TOTAL OF THE AMOUNTS PAID TO FIBER GLOBAL FOR THE GOODS TO WHICH THE LIABILITY RELATES. THE PARTIES RECOGNIZE THAT THE PRICING ASSOCIATED WITH GOODS REFLECTS THIS ALLOCATION OF RISK AND IS THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

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12. Limitation on Time to Bring Action. Except as may be provided in a written limited warranty issued by Fiber Global, any and all claims alleged by Buyer arising out of or relating to the goods sold will be barred unless a legal proceeding is commenced within one (1) year from the date of delivery of the goods to Buyer.

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13. Delays and Force Majeure. Fiber Global shall not be in default or otherwise responsible for any delay in performance or delivery caused by circumstances beyond its control, including, but not limited to acts of God, fires, floods, wars, government actions, accidents, labor troubles, labor shortages, delay by suppliers, unavailability of materials, unavailability of equipment, or unavailability of transportation (“Force Majeure Events”). Fiber Global may, without liability to Buyer or any third party, suspend its performance when Fiber Global's performance is delayed or prevented by a Force Majeure Event. If such conditions continue for ninety (90) consecutive days, Fiber Global may terminate its performance to Buyer.

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14. Fiber Global’s Remedies. In the event Buyer defaults, Fiber Global shall have all remedies afforded under the Uniform Commercial Code, and at law or in equity. Without limiting the foregoing, Fiber Global may immediately accelerate all amounts due from Buyer to Fiber Global, bring an action for the price, withhold further deliveries or terminate any order without notice, or stop in transit any shipment to Buyer or Buyer's designee. Fiber Global shall have the power, but not the duty, of resale of any goods in Fiber Global’s possession for Buyer's account after seven (7) days’ written notice thereof has been given to Buyer. Fiber Global's remedies are cumulative.

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15. Indemnity. Buyer assumes and agrees to indemnify and hold Fiber Global harmless from any and all liability, including but not limited to third party claims, which may arise from the use, sale, distribution, remanufacturing, or disposal by Buyer or others of the goods sold hereunder, whether used alone or in combination with other materials, whether such liability is based on contract, tort, strict liability or other theory.

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16. Entire Agreement. These Terms and any sales agreement, purchase order, invoice, price quotation, and/or other Fiber Global document that incorporates these Terms, constitute the sole and entire agreement between Buyer and Fiber Global with respect to any order or sale of goods to Buyer, superseding completely any prior or contemporaneous oral or written communications. These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Buyer’s general terms and conditions contained in any purchase order (or other document) issued by Buyer. These Terms may not be modified or amended except in writing signed by Fiber Global. 

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17. Relationship of the Parties. Nothing in these Terms creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the parties. 

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18. Severability. If any provision in these Terms is found to be invalid, unlawful or unenforceable, the remaining provisions in these Terms shall remain in full force and effect.

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19. Waiver.  Waiver by Fiber Global of any breach of any of these Terms shall not be construed as a waiver of any other breach, and the failure of Fiber Global to exercise any right arising from any breach by Buyer shall not be deemed to be a waiver of such right.

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20. Assignment: Buyer may not assign Buyer’s rights or obligations under these Terms without Fiber Global’s prior written consent. Any such attempted assignment will be void.

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21. Governing Law; Jurisdiction. These Terms shall be governed by and construed under the laws of the State of Indiana, without regard to conflicts of law provisions. The applicability of the UN Convention on Contracts for the International Sale of Goods is expressly waived by Fiber Global and Buyer and it will not apply to these Terms or any other agreement between Fiber Global and Buyer. Any suit or proceeding arising out of or relating to this Agreement will be commenced in a federal or state court in Indianapolis, Indiana, and each party irrevocably submits to the jurisdiction and venue of such courts. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY

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22. Publicity. Buyer agrees that Fiber Global may use Buyer’s name and logo on Fiber Global’s website, and as a part of a general list of customers for use and reference in corporate, promotional and marketing literature. 

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23. Legal Notices. Any legal notice under these Terms will be in writing to the address specified in the applicable purchase order.  

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24. Survival. All rights and obligations of the parties which by their nature are reasonably intended to survive such termination or expiration will survive termination or expiration of these Terms and any purchase order.