Customer Terms & Conditions

01Quotations, orders, and acceptance

Quotations are valid for 24 hours unless another validity period is stated in writing. A request to hold pricing or inventory is effective only when confirmed by NetSource in writing and for the period stated in that confirmation.

The minimum product order value is US$250, excluding taxes, shipping, and other charges, unless NetSource approves otherwise in writing.

All orders are subject to NetSource’s acceptance. Website listings and quotations do not, by themselves, reserve inventory or constitute acceptance of a Customer purchase order.

NetSource expressly objects to additional or conflicting terms in Customer’s purchase orders, supplier portals, or other documents unless expressly accepted in writing by NetSource’s authorized representative.

If documents conflict, a separate agreement signed by both parties controls to the extent it addresses the purchase, followed by the specific commercial terms expressly agreed by both parties for the Order, and then these Terms.

02Cancellation, rescheduling, and NCNR orders

Unless otherwise agreed in writing, accepted Orders are noncancelable and nonreturnable (“NCNR”). Customer may not cancel, reschedule, or change an accepted Order without NetSource’s prior written consent.

If NetSource approves a cancellation or change, the parties must agree in writing on any applicable charges or revised terms. Cancellation for convenience is not permitted after the affected products have shipped.

NCNR status does not, by itself, eliminate a valid claim that products failed to meet the express requirements of the Order. Such claims remain subject to the warranty, claim procedures, remedies, and liability limitations in these Terms and applicable law.

03Prices, taxes, shipping charges, and tariffs

Prices and the allocation of shipping, tax, duty, and tariff costs are those expressly agreed in the Order.

Unless the Order states otherwise, quoted product prices exclude shipping, insurance, sales and use taxes, and import duties, tariffs, and customs-clearance charges associated with delivery to Customer. Customer is responsible for those separately allocated charges, excluding taxes on NetSource’s net income.

Import costs incurred by NetSource or its suppliers in procuring inventory are not separately chargeable to Customer unless the Order expressly provides otherwise.

Any arrangement based on actual shipping costs, duties, or tariffs must identify the applicable charges and the basis for determining them. An estimate alone does not create a right to adjust the agreed product price.

After acceptance, any proposed change to the price or allocation of costs requires the parties’ written agreement before the affected products ship. Notice of a proposed change does not itself amend the Order, and Customer’s silence does not constitute acceptance.

Once the affected products have shipped, NetSource will not impose a new price increase or surcharge. This does not prevent settlement of actual charges under a cost-allocation or adjustment arrangement expressly agreed before shipment.

Changes in tariffs or other anticipated costs do not automatically change the agreed product price. Discounts remain effective unless the Order expressly makes them subject to an agreed adjustment mechanism.

The allocation of costs between the parties does not alter their obligations to customs or other governmental authorities.

04Payment and credit

Unless different payment terms are stated in the Order, payment is due within 30 days of the invoice date.

Customer must promptly notify NetSource of any good-faith invoice dispute, identifying the amount and basis of the dispute, and pay all undisputed amounts when due. Except as required by applicable law or agreed in writing, Customer may not offset unrelated claims against amounts payable.

Overdue amounts may accrue interest at the lesser of 1% per month or the maximum lawful rate. Customer is responsible for reasonable collection costs and attorney fees to the extent permitted by applicable law.

NetSource may revise credit terms for future orders upon written notice. For accepted but unshipped Orders, NetSource may request adequate assurance of payment or suspend performance where permitted by the Order or applicable law.

05Delivery, title, and risk of loss

Unless otherwise agreed in writing, Customer is responsible for shipping charges, and title and risk of loss pass to Customer when the products are delivered to the carrier.

If the Order specifies an Incoterms® rule, it must identify the rule, named place or port, and applicable edition. That rule governs the delivery responsibilities it addresses. Transfer of title remains governed by this section unless expressly agreed otherwise.

Delivery dates are estimates unless NetSource expressly agrees in writing to a firm delivery commitment. NetSource will notify Customer of material delays it becomes aware of.

Unless the Order prohibits partial shipments, NetSource may make partial shipments and invoice them separately. Customer remains responsible for payment for products delivered in accordance with the Order.

Estimated delivery dates do not create an unrestricted cancellation right. Any rights arising from delay remain subject to the Order and applicable law.

06Quality process and documentation

Every incoming lot receives a documented Level 1 inspection under NetSource’s internal quality procedures. NetSource provides the traceability documentation available for the lot; complete manufacturer traceability is not represented unless expressly agreed in the Order.

Additional third-party testing may be arranged upon request, with its scope, cost, and effect on delivery agreed in writing before testing begins. Inspection and testing reduce, but do not eliminate, the risk of nonconforming or counterfeit products and do not constitute a guarantee that every defect will be detected.

07Inspection, claims, and returns

Customer must inspect shipments promptly and notify NetSource in writing within five calendar days after delivery of shortages, incorrect items, visible damage, or other discrepancies reasonably discoverable through an incoming inspection.

This inspection period does not, by itself, waive claims for latent defects that could not reasonably have been discovered during that inspection. Customer must notify NetSource promptly after discovering a claimed defect and within any applicable warranty and legal claim periods.

Claims must identify the Order, affected products and quantities, and the nature of the alleged issue. Customer must provide reasonably available supporting information and preserve the affected products and relevant packaging for evaluation.

Returns require a Return Material Authorization (“RMA”) and must follow NetSource’s written return instructions. Issuance of an RMA authorizes evaluation and does not itself confirm a warranty claim.

Products must be returned in packaging appropriate to protect them, with original packaging where available and relevant to the claim. Return deadlines and the authorized shipping method will be specified in the RMA.

Unless the RMA states otherwise, Customer prepays return freight. If NetSource confirms a breach of the limited warranty, NetSource will reimburse reasonable return freight for the authorized shipping method and ship any replacement products at its own cost.

Testing or analysis that Customer requests in connection with a claim is at Customer’s cost unless agreed otherwise in writing. If that testing substantiates a breach of the limited warranty, NetSource will reimburse the reasonable testing costs it approved in advance.

Discretionary returns of conforming products may be subject to restocking charges agreed in writing. Such charges do not apply to a return approved as a valid warranty claim.

Suspected counterfeit products

Customer must segregate suspected counterfeit products and promptly notify NetSource. Customer will provide available supporting evidence, and NetSource may evaluate the affected products, including through independent testing where reasonably necessary. The parties will cooperate in preserving relevant evidence and complying with any applicable reporting or disposition requirements.

Nothing in these Terms requires a return, transfer, or disposition prohibited by law or a lawful governmental direction.

08Limited warranty and remedies

NetSource warrants that, at delivery, products are genuine, match the part number, manufacturer, condition, and other product descriptions expressly agreed in the Order, and conform to the manufacturer’s applicable specifications.

Unless otherwise expressly agreed, products are supplied as new and unused. Any agreed exception concerning condition, packaging, date codes, or other requirements must be documented in the Order.

Any value-added services included in the Order, whether performed by NetSource or arranged through a service provider, will conform to the scope and specifications expressly agreed in the Order.

This limited warranty applies to the condition of products at delivery. Customer must notify NetSource of a claimed breach as described in Section 7.

Any manufacturer warranty is available only to the extent it applies to the products and may lawfully be transferred or made available to Customer. NetSource does not represent that manufacturer warranty coverage is available for every product.

The limited warranty does not cover a failure to the extent caused by improper storage or handling, electrostatic discharge, misuse, unauthorized modification, improper installation, or operation outside applicable specifications after risk of loss passes to Customer.

For a substantiated breach of the limited warranty, NetSource will, at its option and within a reasonable time, repair or replace the affected products or refund the price paid for them. Subject to applicable law, these are Customer’s exclusive remedies for breach of this limited warranty.

EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THE ORDER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, NETSOURCE DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

09Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NETSOURCE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THE ORDER, INCLUDING LOST PROFITS, LOST PRODUCTION, BUSINESS INTERRUPTION, LOSS OF DATA, OR REPUTATIONAL LOSS.

NETSOURCE’S TOTAL AGGREGATE LIABILITY ARISING FROM THE AFFECTED PRODUCTS OR SERVICES WILL NOT EXCEED THE PRICE PAID OR PAYABLE FOR THOSE PRODUCTS OR SERVICES, REGARDLESS OF THE LEGAL THEORY ASSERTED.

These limitations do not exclude or limit liability that cannot lawfully be excluded or limited, including liability for fraud or willful injury where applicable law prohibits such a limitation.

10Product selection, technical information, and restricted applications

Customer is responsible for selecting products suitable for its intended application and for validating its design, integration, operating conditions, and applicable regulatory requirements.

General website descriptions, suggested applications, and technical assistance are provided for reference. They do not constitute a guarantee of suitability for a particular application or an expansion of the express warranties in the Order. This does not negate product descriptions or specifications expressly agreed in the Order.

Customer must disclose any intended use in life-support equipment, safety-critical systems, or other applications where product failure could reasonably cause death, serious injury, or substantial property damage.

NetSource’s supply of products does not constitute approval for such an application. Such use requires appropriate manufacturer qualification or authorization, where required, and NetSource’s express written acceptance of any application-specific obligations. Marketing to an industry does not constitute approval for every application within that industry.

Customer must not use products contrary to applicable manufacturer restrictions or legal requirements.

11Customer responsibility for third-party claims

To the extent permitted by law, Customer will indemnify NetSource against third-party claims and resulting damages, reasonable defense costs, and approved settlements to the extent caused by:

• Customer-provided designs or instructions that cause the claimed infringement or harm.
• Modifications by Customer or a third party after delivery that cause the claim.
• Customer’s unlawful use or use contrary to expressly communicated product restrictions.
• Customer’s combination of products with other items, where the claim would not have arisen without that combination.

This obligation does not apply to the extent a claim results from NetSource’s breach of the Order, negligence, or willful misconduct.

NetSource will promptly notify Customer of a claim and provide reasonable cooperation at Customer’s expense. Customer may control the defense using reasonably acceptable counsel. No settlement may impose an admission, nonmonetary obligation, or unreimbursed liability on NetSource without its written consent.

12Events beyond reasonable control

Neither party is responsible for a delay or failure to perform to the extent caused by an event beyond its reasonable control that it could not reasonably avoid or overcome, subject to applicable law.

The affected party must promptly notify the other party, describe the anticipated effect, and take reasonable steps to reduce the disruption and resume performance.

A qualifying event may include a disruption affecting a supplier or carrier where that disruption results from circumstances beyond reasonable control and could not reasonably be avoided or overcome. A cost increase or reduced profitability does not, by itself, establish an excusing event. This section does not authorize a unilateral price increase or override the agreed allocation of tariff costs.

Payment obligations for products already delivered are not excused by this section. Any cancellation, allocation, or other remedy arising from an extended disruption remains subject to the Order and applicable law.

13Export and import compliance

Each party must comply with the export-control, sanctions, import, and customs laws applicable to its activities.

Customer must provide accurate end-user, end-use, destination, and other information reasonably required for compliance and must not export, reexport, transfer, or use products in violation of applicable restrictions.

Each party is responsible for licenses, filings, and authorizations assigned to it by applicable law or a lawful written arrangement. Customer’s use of a freight forwarder does not automatically relieve either party of its legal responsibilities.

NetSource may withhold shipment while reasonably necessary compliance information or authorization is outstanding and may decline or cancel a transaction that cannot lawfully proceed. NetSource will notify Customer and return amounts prepaid for products it will not supply, except to the extent prohibited by law.

14General provisions

Governing law and disputes. The Order is governed by California law, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Actions arising from the Order must be brought in a state court located in Orange County, California, or, where federal subject-matter jurisdiction exists, the United States District Court for the Central District of California sitting in Orange County. Each party consents to the personal jurisdiction and venue of those courts.

Assignment. Customer may not assign the Order without NetSource’s prior written consent. NetSource may use affiliates or subcontractors to perform its obligations but remains responsible for those obligations.

Changes. Amendments require written agreement by authorized representatives of both parties. Updates to these website Terms do not automatically amend previously accepted Orders. Each Order is governed by the version incorporated when that Order was formed, unless the parties agree otherwise in writing. The previous version of these Terms remains available.

Independent parties. The parties are independent contractors. Neither may bind the other without express authority.

Intellectual property. Product purchases do not transfer intellectual-property ownership or grant licenses beyond those accompanying the products or otherwise arising under applicable law.

Waiver and severability. Failure to enforce a provision on one occasion does not waive later enforcement. If a provision is unenforceable, the remaining provisions remain effective to the extent permitted by law.