Terms and Conditions of Sale

Revision 2026-10 · Effective October 14, 2026 · BrightStar Systems, LLC, 3100 Fite Circle, Suite 104, Sacramento, CA 95827

01. Formation of the Contract

1.1 Exclusive terms. These Terms are the only terms on which BrightStar sells Products. A BrightStar quotation, which includes any pricing or availability that BrightStar provides in an email, message or other writing as well as a formal quotation document, is an offer to sell the Products described in it on these Terms, which are incorporated into the quotation by reference. Buyer accepts that offer, and these Terms, by issuing a purchase order that references the quotation, by instructing BrightStar in writing or by email to proceed, by paying any part of the price, or by accepting delivery of any Product, whichever occurs first.

1.2 Buyer’s terms rejected. Any terms in Buyer’s purchase order, vendor portal, invoice-acceptance system or other communication that add to, differ from or conflict with these Terms are proposals for addition to the contract that BrightStar hereby rejects and objects to; they do not become part of the contract, even if BrightStar acknowledges, fulfills or accepts payment on the order. BrightStar’s order acknowledgment confirms the contract formed by Buyer’s acceptance of the quotation on these Terms; it is not a counter-offer. If for any reason a contract is found to have been formed by conduct rather than by the writings, the parties agree that these Terms, as referenced on BrightStar’s quotation, are the terms on which both parties performed.

1.3 Acceptance of orders. No order is binding on BrightStar until BrightStar has issued a written order acknowledgment or sales order confirmation, or has shipped the Product. BrightStar may decline any order for any lawful reason, including credit, availability, or export-compliance concerns.

1.4 Only writings count. Only the written quotation, the written order acknowledgment and these Terms define what BrightStar has agreed to sell and on what conditions. Statements by BrightStar sales staff, whether by phone, email, chat or otherwise, about a Product’s capabilities, compatibility, suitability, software, licensing, support or import eligibility are not part of the contract and are not warranties unless set out in the written quotation or acknowledgment. Any change to an accepted order is effective only when confirmed in writing by BrightStar.

1.5 Order of precedence. If a document signed by an officer of BrightStar conflicts with these Terms, the signed document controls for that transaction only. Otherwise, the BrightStar quotation controls over the acknowledgment, and both control over the invoice, as to price, quantity and description; these Terms control as to everything else.

02. Quotations, Prices and Orders

2.1 Quotation validity. Quotations are valid for the period stated on the quotation or, if none is stated, for ten (10) calendar days from the quotation date. All quotations are subject to prior sale and to availability at the time BrightStar accepts the order. Pre-owned inventory is sold on a first-come basis and a quotation does not reserve units.

2.2 Prices. Prices are in United States dollars and exclude taxes, duties, freight, insurance, brokerage and any other charges, which are added to the invoice unless the quotation states otherwise. Clerical or typographical errors in any quotation, acknowledgment or invoice are subject to correction. Quoted prices are cash prices for payment by wire, ACH or check; where BrightStar accepts credit-card payment it may, to the extent permitted by law and as disclosed before payment, charge a price that reflects the cost of card acceptance.

2.3 Product descriptions. Part numbers, descriptions and specifications are drawn from the OEM’s published documentation and identify the Product; they are not a promise of performance in Buyer’s environment. BrightStar may supply a Product bearing a different, superseding or equivalent OEM part number or revision with the same form, fit and function, and doing so is not a change to the order. Photographs on the website are representative unless identified as the specific unit.

2.4 Sourced-to-order and special items. Products that BrightStar does not hold in stock and procures specifically to fill Buyer’s order (“Sourced-to-Order Products”), and any Product configured, licensed, bundled or otherwise prepared to Buyer’s specification, are non-cancelable and non-returnable once BrightStar has committed to its supplier. BrightStar will identify Sourced-to-Order Products on the quotation or acknowledgment where practicable; a Product not listed as in stock is presumed Sourced-to-Order.

2.5 Cancellation and changes by Buyer. Buyer may cancel or change an accepted order only with BrightStar’s written consent, and only before the Product has shipped or been released to a carrier. Buyer shall reimburse BrightStar for all costs incurred and commitments made before cancellation, including supplier commitments, testing, packaging, freight and a reasonable cancellation charge. Orders for Sourced-to-Order Products may not be cancelled.

2.6 Partial shipment. BrightStar may ship an order in installments, each of which is a separate sale and separately invoiced. A delay or default in one installment does not entitle Buyer to cancel other installments.

03. Payment

3.1 Terms of payment. Payment is due as stated on the quotation or invoice. Unless BrightStar has approved credit terms for Buyer in writing, payment in full is due before shipment. Payment in full before release to the carrier is required in every case for (a) Buyer’s first order, (b) any order shipping to an address outside the United States, and (c) any order exceeding the prepayment threshold BrightStar states on the quotation, regardless of any credit terms otherwise approved.

3.2 Deposits. Where BrightStar requires a deposit, the deposit is applied to the price. If Buyer cancels an order without BrightStar’s consent, or fails to pay the balance when due so that BrightStar withholds delivery, then: (a) for Sourced-to-Order Products, BrightStar may retain from the deposit the amount of its commitments to suppliers and its other costs incurred for the order, and Buyer remains liable for any shortfall; and (b) for all other Products, BrightStar may retain, as liquidated damages and not as a penalty, an amount equal to twenty percent (20%) of the price of the cancelled Products, the parties agreeing that BrightStar’s actual damages from a cancellation (lost margin, testing, handling, and the cost of holding pre-owned inventory off the market and re-marketing it) would be impracticable or extremely difficult to determine, and that this amount, which corresponds to the measure in California Commercial Code section 2718(2)(b), is a reasonable estimate of them under Civil Code section 1671(b). Any part of a deposit exceeding the amounts retained under (a) and (b) is returned to Buyer.

3.3 Credit terms. Credit terms are a privilege BrightStar may grant, reduce, suspend or withdraw at any time in its discretion, including as to orders already accepted but not shipped. BrightStar may require payment in advance, a deposit, a letter of credit or other security before shipment if in its judgment Buyer’s financial condition or payment history warrants it.

3.4 Late payment. Amounts not paid when due bear a late charge of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law if less, from the due date until paid. Buyer shall reimburse BrightStar’s costs of collection, including reasonable attorneys’ fees, agency fees and court costs. BrightStar may suspend performance, withhold shipments or cancel any open order while any amount is past due.

3.5 No setoff; disputes do not suspend payment. Buyer shall pay each invoice in full without setoff, deduction or counterclaim. A dispute about one Product, invoice or shipment does not entitle Buyer to withhold payment on any other Product, invoice or shipment, and a warranty or return claim does not suspend Buyer’s obligation to pay for the Products delivered.

3.6 Security interest. Until BrightStar has received payment in full, Buyer grants BrightStar a purchase-money security interest in the Products and their proceeds, and authorizes BrightStar to file financing statements and take any other action necessary to perfect it. Buyer shall keep the Products free of other liens until paid for.

3.7 Payment method and fraud prevention. BrightStar accepts payment by wire, ACH, company check and, where offered, credit card. BrightStar may decline, delay or reverse any order pending verification of payment and may require payment by wire on orders it considers high-risk. Payments received are applied first to the oldest outstanding balance unless BrightStar agrees otherwise in writing.

04. Taxes

4.1 Buyer is responsible for all sales, use, excise, value-added, goods-and-services, import and similar taxes, duties and fees arising from the sale, other than taxes on BrightStar’s net income. BrightStar will charge applicable tax unless Buyer delivers a valid resale or exemption certificate before invoicing. Where BrightStar is not registered to collect tax in the destination jurisdiction, Buyer shall self-assess and remit the tax and shall indemnify BrightStar against any liability, interest or penalty arising from Buyer’s failure to do so.

05. Delivery, Title and Risk of Loss

5.1 Delivery term. Unless the quotation states otherwise, all Products are sold FOB Origin (EXW BrightStar’s facility, Sacramento, California, Incoterms® 2020 for international shipments). BrightStar’s delivery obligation is complete, and risk of loss and damage passes to Buyer, when BrightStar tenders the Products to the first carrier at BrightStar’s facility, whether that carrier is selected by BrightStar or by Buyer. This applies even if BrightStar arranges or prepays freight for Buyer’s account.

5.2 Title. Title passes to Buyer when risk of loss passes, subject to the security interest in Section 3.6. Any reservation of title by BrightStar in a Product shipped before payment in full is a reservation of a security interest in that Product and its proceeds.

5.3 Buyer-arranged carriers and pickups. Where Buyer, or a forwarder, broker or agent acting for Buyer, arranges the carriage or collects the Products from BrightStar’s facility, that carrier or agent is Buyer’s agent and not BrightStar’s. BrightStar’s responsibility for the Products ends when they are released to Buyer’s agent. For any shipment to a destination outside the United States that Buyer or its agent arranges, Buyer is the foreign principal party in interest and, by this clause, assumes responsibility for determining export licensing requirements, obtaining any license or license exception, and filing Electronic Export Information in the Automated Export System, as provided in 15 C.F.R. § 758.3 and 15 C.F.R. Part 30.

5.4 Shipping dates. Shipping and delivery dates are estimates given in good faith and are not guaranteed. BrightStar is not liable for any delay in shipment or delivery, and delay is not grounds for cancellation, rejection, refund or damages. Time is not of the essence unless BrightStar has agreed to it in a signed writing.

5.5 Loss or damage in transit. Claims for loss, shortage or damage in transit are Buyer’s claims against the carrier or Buyer’s insurer. Buyer shall inspect each shipment on arrival, note any damage or shortage on the carrier’s delivery receipt before signing, and notify BrightStar in writing within five (5) business days. BrightStar will provide reasonable assistance with documentation for Buyer’s claim but has no obligation to replace, credit or refund Products lost or damaged after risk of loss has passed.

5.6 Insurance. Buyer is responsible for insuring the Products from the point at which risk of loss passes. On request and where available, BrightStar will arrange all-risk cargo insurance for Buyer’s account and add the premium to the invoice; BrightStar acts only as Buyer’s agent in doing so and gives no assurance as to the terms or adequacy of any such coverage.

5.7 Shipping documents. BrightStar will provide a commercial invoice and packing list with each shipment. After a shipment has left BrightStar’s facility, BrightStar has no obligation to issue, amend, endorse, stamp or re-execute any carrier, customs or transport document. If BrightStar agrees to do so as an accommodation, the document attests only to BrightStar’s identity as shipper and to the quantity and declared value of the goods shipped, and creates no warranty, representation or undertaking of any other kind.

06. Inspection and Acceptance

6.1 Inspection period. Buyer shall inspect the Products within five (5) business days after delivery to the address on the order or, for Buyer-arranged carriage, after release to Buyer’s carrier. Any claim that a Product does not conform to the order (wrong item, wrong quantity, physical damage present at delivery) must be made in writing within that period, identifying the Product by serial number and describing the nonconformity.

6.2 Deemed acceptance. Products not rejected in writing within the inspection period are irrevocably accepted. Once accepted, Buyer may not reject the Products or revoke its acceptance for any reason, and Buyer’s sole remedy for any defect is the limited warranty in Section 08. Use of a Product in production, installation in Buyer’s network, resale, or shipment onward to a third party is acceptance regardless of when it occurs.

6.3 What is not a nonconformity. The following are not defects or nonconformities and do not give Buyer a right to reject, revoke, return, cancel or receive a refund: (a) a Product’s failure to meet a purpose, capability, capacity, feature or compatibility requirement of Buyer that is not stated in the written quotation; (b) Buyer’s inability to obtain OEM software licenses, feature licenses, support contracts, service coverage, firmware access or OEM program eligibility; (c) delay, detention, seizure, refusal of entry or additional cost at any customs authority or under any import, export or licensing regime; (d) delay in transit; (e) cosmetic wear consistent with pre-owned condition; and (f) any change in Buyer’s requirements, project or budget.

07. Product Condition, OEM Rights and Support

7.1 Condition. Unless the quotation identifies a Product as “New” or “New Sealed”, Products are pre-owned and have been inspected, tested and prepared for resale by BrightStar under its published quality-control process. “New” means unused and, where stated, in the OEM’s sealed packaging; it does not mean the Product is current OEM production, carries an OEM warranty, or is registrable with the OEM. All Products are sold on the basis of their condition as described in the quotation.

7.2 Software and firmware. Operating systems, firmware and other software resident on a Product are the property of the OEM and are governed by the OEM’s license terms. BrightStar does not sell, sublicense or transfer any software license or entitlement. BrightStar tests Products on the firmware present when received and ships them restored to factory-default configuration; BrightStar does not install, load or configure any customer-specified software version, feature set or configuration. Buyer is solely responsible for determining whether it may lawfully use the software resident on a Product and for obtaining from the OEM any license, entitlement, activation or transfer it requires.

7.3 No OEM warranty, support or program eligibility. Products are not sold as eligible for OEM support contracts, maintenance agreements, software subscriptions, advance-replacement programs, technical assistance or any other OEM service (such as Cisco SMARTnet, Juniper Care or Arista A-Care). In some cases an OEM may agree to provide coverage at the request of Buyer; whether it does so is entirely a matter between Buyer and the OEM. BrightStar makes no representation about it, does not arrange it, and has no liability if it is unavailable, delayed, conditioned or withdrawn. Any OEM warranty that may exist on a Product is the OEM’s alone, is not passed through by BrightStar, and may not be honored by the OEM for Products purchased from an independent reseller.

7.4 OEM programs are between Buyer and the OEM. To the extent Buyer obtains any license, support, service, registration or other benefit from an OEM in connection with a Product, the OEM is the sole contracting party for that benefit. Buyer releases BrightStar from any claim arising out of the availability, terms, pricing, performance or termination of any OEM license, support or program.

7.5 Buyer’s responsibility for suitability. Buyer is solely responsible for selecting the Products and for determining, before ordering, that they are suitable for Buyer’s intended use, compatible with Buyer’s network, software, optics, licensing and power environment, meet Buyer’s specifications and regulatory requirements, and may lawfully be imported into and used at the destination. Buyer acknowledges that it has not relied on any statement, sample or recommendation by BrightStar in making that determination except as set out in the written quotation.

08. Limited Warranty

8.1 What BrightStar warrants. BrightStar warrants to Buyer that each Product, at the time it ships, will be free from defects in materials and workmanship and will perform to the OEM’s published hardware specifications for that part number, for the following period from the date of shipment: one (1) year where Buyer is the end user of the Product; ninety (90) days where Buyer is a reseller, broker, integrator or other party purchasing for resale. If the quotation states a different warranty period for a Product, the quotation controls.

8.2 What is excluded. The warranty does not cover: (a) software, firmware, licenses or their functionality; (b) failures caused by misuse, accident, neglect, improper installation, inadequate environment or power, unauthorized modification or repair, or use outside OEM specifications; (c) damage in transit after risk of loss has passed; (d) consumable and wear items, including batteries and filters, beyond thirty (30) days; (e) cosmetic condition; (f) Products whose serial numbers have been removed or altered; (g) Products sold “as-is”, “for parts” or at a stated reduced-condition grade; and (h) any failure of the Product to meet Buyer’s requirements that are not OEM published specifications.

8.3 Warranty procedure. To make a claim Buyer must, within the warranty period, request a return material authorization (“RMA”) from BrightStar, describe the failure, and identify the Product by serial number. No Product may be returned without an RMA number. BrightStar will provide a return shipping label for Products confirmed defective on receipt. Buyer shall ship the Product in appropriate packaging within ten (10) business days after the RMA is issued. Products returned that test within OEM specifications are returned to Buyer at Buyer’s expense and may be subject to a testing charge.

8.4 Remedy. BrightStar’s sole obligation, and Buyer’s sole and exclusive remedy, for breach of the warranty is that BrightStar will, at its option and within ten (10) business days after receiving the Product at its facility, repair the Product, replace it with the same or a functionally equivalent Product of like condition, or refund the price paid for that Product. A repaired or replacement Product is warranted for the remainder of the original warranty period. A remedy for one Product does not entitle Buyer to return, cancel or receive a refund for any other Product on the same or any other order.

DISCLAIMER. THE WARRANTY IN THIS SECTION 08 IS THE ONLY WARRANTY BRIGHTSTAR GIVES. EXCEPT AS EXPRESSLY STATED IN SECTION 8.1, THE PRODUCTS ARE SOLD “AS IS” AND BRIGHTSTAR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AS TO OEM SOFTWARE, AND NON-INFRINGEMENT. BRIGHTSTAR DOES NOT WARRANT THAT ANY PRODUCT IS ELIGIBLE FOR OEM SUPPORT, LICENSING OR REGISTRATION, IS COMPATIBLE WITH ANY OTHER EQUIPMENT OR SOFTWARE, IS FREE OF OEM-IMPOSED RESTRICTIONS, OR MAY BE IMPORTED INTO OR USED IN ANY JURISDICTION. NO EMPLOYEE, AGENT OR REPRESENTATIVE OF BRIGHTSTAR IS AUTHORIZED TO GIVE ANY WARRANTY BEYOND THIS SECTION.

09. Returns Other Than Under Warranty

9.1 Discretionary. BrightStar has no obligation to accept the return of any conforming Product. Where it agrees to do so as an accommodation, the following conditions apply unless BrightStar states otherwise in writing.

9.2 Conditions. The return must be requested within thirty (30) days after delivery and authorized by an RMA number. Products must be uninstalled, unused, in the same condition and configuration as shipped, complete with all accessories, and in original packaging where supplied. Buyer pays return freight and bears risk of loss in transit. A restocking charge of fifteen percent (15%) of the price of the returned Products, or such other percentage as BrightStar states on the quotation, is deducted from any credit or refund, together with any outbound freight BrightStar paid and the cost of repairing any damage or missing items. Refunds are made to the original method of payment after BrightStar has received and inspected the Products.

9.3 Not returnable. The following may not be returned other than under Section 08: Sourced-to-Order Products; Products identified as New Sealed once the seal is broken; Products modified, configured or licensed by Buyer; Products shipped to a destination outside the United States; Products purchased under a specifically negotiated price for volume; and any Product more than thirty (30) days after delivery.

9.4 Reasons that do not support a return. For clarity, and without limiting Section 6.3, a change in Buyer’s requirements, Buyer’s inability to use the Products, Buyer’s failure to obtain OEM support or licensing, the Products’ incompatibility with equipment or software not specified in the quotation, and any customs or import problem at the destination are not grounds for return, cancellation or refund.

10. Export Controls, Sanctions and Import

10.1 Compliance. The Products, and the software and technology resident on them, are subject to the United States Export Administration Regulations (15 C.F.R. Parts 730–774), the sanctions programs administered by the Office of Foreign Assets Control, and the export and import laws of other jurisdictions. Buyer shall comply with all of them. Buyer shall not export, re-export, transfer, sell or otherwise make any Product available, directly or indirectly, to any destination, end user or end use prohibited or restricted under those laws, including any person on the Entity List, Denied Persons List, Specially Designated Nationals list, Military End-User list or any similar list, or for any military, nuclear, chemical, biological or missile end use, without the required authorization.

10.2 Buyer as importer. For any Product shipped to or destined for a location outside the United States, Buyer is the importer of record. Buyer is solely responsible for determining that the Product may be imported into and used at the destination, for obtaining every import license, permit, registration and approval, and for all duties, taxes, brokerage and clearance costs. BrightStar makes no representation that any Product may lawfully be imported into or used in any country, and refusal, delay, seizure, penalty or additional cost at any border is Buyer’s risk and not grounds for cancellation, return or refund.

10.3 Information and screening. Buyer shall provide accurate end-user, end-use and destination information on request and shall promptly tell BrightStar of any change. BrightStar may screen Buyer, its consignees and its destinations against restricted-party lists and may suspend or cancel any order, without liability, if it has reason to believe the transaction may violate applicable law or if a required authorization is unavailable; in that event BrightStar will refund any unearned prepayment less costs incurred.

10.4 Indemnity. Buyer shall defend, indemnify and hold harmless BrightStar and its members, managers, employees and agents from all claims, penalties, fines, losses, costs and expenses, including attorneys’ fees, arising from Buyer’s breach of this Section 10 or from any export, re-export, import or use of a Product by Buyer or its customers.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) BRIGHTSTAR SHALL NOT BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, DATA, USE, GOODWILL OR ANTICIPATED SAVINGS, NETWORK DOWNTIME, COST OF COVER OR SUBSTITUTE EQUIPMENT, OR COST OF INSTALLATION OR REMOVAL, ARISING OUT OF OR RELATING TO THE PRODUCTS OR THESE TERMS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF BRIGHTSTAR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) BRIGHTSTAR’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO ANY PRODUCT OR ORDER SHALL NOT EXCEED THE PRICE PAID TO BRIGHTSTAR FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM. THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN AND APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11.1 Time for claims. As permitted by California Commercial Code section 2725(1), any action by Buyer against BrightStar arising out of or relating to a sale must be commenced within one (1) year after the cause of action accrues. A cause of action for breach of the warranty in Section 8.1, which extends to the future performance of the Product during the warranty period, accrues when the breach is or should have been discovered; any other cause of action accrues when the breach occurs, regardless of Buyer’s knowledge of it. This limit does not apply to BrightStar’s actions for nonpayment.

12. Indemnity and Intellectual Property

12.1 Buyer indemnity. Buyer shall defend, indemnify and hold harmless BrightStar from all third-party claims, losses and expenses, including attorneys’ fees, arising out of Buyer’s use, installation, modification, resale or disposition of the Products, Buyer’s breach of these Terms, or any statement or warranty Buyer makes to its own customers about the Products.

12.2 Intellectual property. BrightStar sells hardware only and transfers no patent, copyright, trademark, trade secret or other intellectual-property right. OEM trademarks appearing on Products or in BrightStar’s materials identify the Products’ origin and belong to their owners. BrightStar has no obligation to defend or indemnify Buyer against any claim that a Product, its software or its use infringes any third party’s rights, and Buyer shall not represent to any person that BrightStar is an authorized source of any OEM.

13. Force Majeure

13.1 BrightStar is not liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, fire, flood, epidemic, war, terrorism, civil disturbance, labor dispute, carrier or supplier failure, port or customs action, government order, embargo, sanction, change in export or import law, or failure of utilities or communications. BrightStar may extend the time for performance, allocate available inventory among its customers, or cancel the affected order without liability. Buyer’s payment obligations are not excused by any such event.

14. Governing Law and Disputes

14.1 Governing law. These Terms and every sale are governed by the laws of the State of California, including the California Commercial Code, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Negotiation first. Before commencing any action, a party shall give the other written notice describing the dispute, and the parties shall attempt in good faith to resolve it through discussion between representatives with authority to settle for thirty (30) days after the notice. This clause does not delay BrightStar’s right to collect amounts due or to seek provisional relief.

14.3 Venue. Any action arising out of or relating to these Terms or any sale shall be brought exclusively in the Superior Court of California for the County of Sacramento or the United States District Court for the Eastern District of California, and Buyer consents to the personal jurisdiction of those courts. BrightStar may, however, bring an action to collect amounts due or to enforce its security interest in any court having jurisdiction over Buyer or its assets.

14.4 Attorneys’ fees. In any action arising out of these Terms or any sale, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs in addition to any other relief.

14.5 Injunctive relief. Buyer acknowledges that a breach of Section 10 may cause BrightStar irreparable harm and that BrightStar may seek injunctive relief, without posting a bond to the extent the court permits, in addition to any other remedy.

15. General

15.1 Entire agreement. These Terms, together with the BrightStar quotation and order acknowledgment for a transaction, are the entire agreement between the parties for that transaction and supersede all prior and contemporaneous communications, proposals and understandings, oral or written, concerning it.

15.2 Amendment; current version. BrightStar may revise these Terms by publishing a revised version, identified by revision date, at brightstarsystems.com/terms-and-conditions. The version in effect on the date of BrightStar’s quotation governs the order placed under that quotation. No other amendment or waiver is effective unless in a writing signed by an officer of BrightStar.

15.3 Assignment. Buyer may not assign or transfer any order or any right under these Terms without BrightStar’s written consent. BrightStar may assign its rights to payment and may subcontract testing, repair, packaging and shipping.

15.4 Severability; waiver. If any provision is held unenforceable, it shall be enforced to the maximum extent permitted and the remainder shall continue in effect. BrightStar’s failure to enforce any provision is not a waiver of it or of any later breach.

15.5 Notices. Notices to BrightStar shall be sent to BrightStar Systems, LLC, 3100 Fite Circle, Suite 104, Sacramento, CA 95827, with a copy to info@brightstarsystems.com, and are effective on receipt. Notices to Buyer may be sent to the email or postal address on Buyer’s order.

15.6 Survival; relationship; language. Sections 3, 5.3, 6.2, 6.3, 7, 8, 9, 10, 11, 12, 14 and 15 survive completion of any sale. The parties are independent contractors. These Terms are written in English; any translation is for convenience only and the English version controls.

End of Terms and Conditions of Sale, Revision 2026-10. Prior revisions are superseded for orders quoted on or after the effective date.