Terms and Conditions of Purchase

Revision 2026-09 · Effective September 21, 2026 · BrightStar Systems, LLC, 3100 Fite Circle, Suite 104, Sacramento, CA 95827

01. Formation

1.1 Exclusive terms. A BrightStar purchase order or written offer is an offer to buy on these Terms only. Seller accepts by acknowledging the order, by shipping or releasing any Equipment, or by accepting any payment. Any terms in Seller’s quotation, invoice, acknowledgment, website or other communication that add to, differ from or conflict with these Terms are rejected and do not become part of the contract.

1.2 Offers are subject to inspection. Every price BrightStar offers for pre-owned Equipment is based on Seller’s description of quantity, part numbers, configuration, condition and origin, and is conditional on BrightStar’s receipt, inspection and testing of the Equipment under Section 04. BrightStar’s offers are valid for the period stated or, if none, ten (10) calendar days, and are subject to market movement before Seller’s acceptance.

02. Seller’s Warranties about the Equipment

Seller represents and warrants to BrightStar, as of the date of shipment and again on delivery, that:

2.1 Title. Seller is the sole legal and beneficial owner of the Equipment with full right to sell it, and the Equipment is free of all liens, security interests, leases, lease-return obligations, financing arrangements, consignment claims and other encumbrances. Equipment that is leased, financed, held under a lease-return or vendor-buyback obligation, or owned by a customer of Seller may not be sold to BrightStar without the owner’s written consent delivered to BrightStar before shipment.

2.2 Lawful origin. The Equipment has not been stolen, misappropriated, diverted, or obtained by fraud or in breach of any agreement, and Seller has no reason to believe otherwise. Seller will, on request, identify the source from which it acquired the Equipment and provide reasonable supporting documentation.

2.3 Accurate description. The Equipment conforms to the part numbers, quantities, configurations, revisions, serial numbers and condition stated in Seller’s offer or BrightStar’s purchase order; is genuine OEM product and not counterfeit, remarked, refurbished-as-new, or assembled from non-OEM components; and has not been modified or damaged in a manner not disclosed to BrightStar in writing.

2.4 Production units only. Unless Seller has disclosed otherwise in writing and BrightStar has expressly agreed in writing to purchase them as such, every unit is a standard production unit that the OEM released for general commercial sale. No unit is an engineering sample, pre-production, prototype, evaluation, demonstration, loaner, pilot, beta, “not for resale”, internal-use, or otherwise non-production unit, whether or not so marked, and no unit carries an OEM restriction on resale, registration, licensing or support that a standard production unit would not carry. Seller acknowledges that non-production status is not discoverable by functional testing, that BrightStar relies on this warranty in accepting and paying for Equipment, and that the warranty is breached at the time of delivery regardless of when BrightStar discovers the true status of a unit.

2.5 Export and sanctions. The Equipment is not subject to any export license condition, re-export restriction, end-use restriction or sanctions program that would prohibit or restrict its sale to BrightStar or its resale by BrightStar within the United States, and Seller is not a person with whom BrightStar is prohibited from dealing under United States law.

2.6 Authority. The individual acting for Seller is authorized to sell the Equipment and to bind Seller to these Terms.

2.7 Survival. These warranties survive delivery, inspection, payment and resale, and are made for the benefit of BrightStar and its customers.

03. Data, Software and Licenses

3.1 Seller’s data. Seller is solely responsible for removing, erasing or otherwise protecting any data, configurations, credentials, keys, certificates and other information stored on the Equipment before shipment. BrightStar may perform a factory reset and configuration wipe as part of its intake process but does not undertake to preserve, return, certify or securely destroy any data unless BrightStar has agreed in a signed writing to provide data-destruction services for that Equipment. Seller releases BrightStar from any claim relating to data or information remaining on the Equipment.

3.2 Software and licenses. Seller shall not transfer, and BrightStar does not purchase, any OEM software license, subscription, support entitlement or feature license unless expressly listed on the purchase order. Seller is responsible for terminating, transferring or otherwise dealing with any such license in accordance with the OEM’s terms.

04. Delivery, Inspection and Price Adjustment

4.1 Delivery. Unless the purchase order states otherwise, Seller delivers the Equipment to BrightStar’s facility at 3100 Fite Circle, Suite 104, Sacramento, CA 95827. Where BrightStar has agreed to pay freight, BrightStar will arrange or reimburse the carrier stated on the purchase order; Seller remains responsible for packaging the Equipment properly for transport, and risk of loss remains with Seller until the Equipment is received and signed for at BrightStar’s facility.

4.2 Inspection and testing. BrightStar will inspect and test the Equipment after receipt to verify quantity, part numbers, serial numbers, configuration, cosmetic condition and function, and will report the results to Seller. BrightStar’s standard intake testing is completed within ten (10) business days after receipt for typical lots; larger or unusual lots may take longer, and BrightStar will tell Seller if so.

4.3 Adjustment. If the Equipment received differs from the description on which BrightStar’s price was based, including in quantity, part number, revision, configuration, completeness, cosmetic condition, functionality or origin, BrightStar may at its option: (a) accept the affected items at a revised price reflecting their actual condition and value, notified to Seller with the test results; (b) reject the affected items and return them to Seller at Seller’s expense; or (c) where the discrepancy is material to the lot as a whole, cancel the purchase of the lot and return it at Seller’s expense. Seller may, within five (5) business days after BrightStar’s notice, elect to take back rejected items instead of accepting a revised price; if Seller does not respond within that period, the revised price is accepted.

4.4 Rejected items. Rejected items are held for Seller for thirty (30) days after notice. Seller shall arrange and pay for their return, or BrightStar may return them freight collect. Items not collected or returned within thirty (30) days may be disposed of by BrightStar without liability, with any net proceeds credited to Seller.

05. Payment

5.1 When payment is due. Unless the purchase order states otherwise, BrightStar pays by ACH or wire within five (5) business days after completion of inspection and testing under Section 04, for the Equipment accepted and at the price as adjusted. BrightStar does not pay in advance of receipt and testing unless it has agreed to do so in a signed writing.

5.2 Conditions of payment. BrightStar may withhold payment for any Equipment as to which it has a reasonable concern about title, origin, authenticity or export status until the concern is resolved to its satisfaction, and may set off against any payment any amount Seller owes BrightStar under these or any other terms.

5.3 Seller’s invoice. Seller’s invoice shall reference the BrightStar purchase order number and list the Equipment by part number, serial number and agreed price. Terms printed on Seller’s invoice do not apply.

5.4 Consignment. Where the purchase order states that Equipment is taken on consignment, title remains with Seller until sale to BrightStar’s customer, BrightStar pays Seller the agreed consignment amount within the period stated after BrightStar receives payment from its customer, and Seller may recall unsold Equipment on thirty (30) days’ written notice at Seller’s expense.

06. Remedies and Indemnity

6.1 Breach of warranty. If any warranty in Section 02 proves untrue, BrightStar may, in addition to any other remedy and at any time after it discovers the breach, return the affected Equipment to Seller at Seller’s expense and recover the price paid; recover from Seller any amount BrightStar refunds, credits or pays to its own customer as a result, together with the cost of replacing the Equipment for that customer; recover its costs of testing, handling, freight and storage; and set off or recoup any of those amounts against any sum otherwise payable to Seller under this or any other purchase. BrightStar’s acceptance, testing, payment or resale of Equipment does not waive any warranty in Section 02 or any remedy for its breach.

6.2 Indemnity. Seller shall defend, indemnify and hold harmless BrightStar and its members, managers, employees, agents and customers from all claims, demands, losses, liabilities, penalties, costs and expenses, including reasonable attorneys’ fees, arising out of any breach of Section 02 or 03, any claim by a third party to ownership of or an interest in the Equipment, any claim that the Equipment is stolen, counterfeit or unlawfully exported, and any claim relating to data on the Equipment.

6.3 Cooperation. Seller shall cooperate with BrightStar and any law-enforcement, OEM or regulatory inquiry regarding the origin of the Equipment, and shall promptly notify BrightStar if it learns of any claim or question about title or origin after the sale.

07. Compliance

7.1 Screening. BrightStar may screen Seller and its principals against restricted-party lists and may decline or cancel any purchase, without liability, if it has reason to believe the transaction may violate applicable law or expose BrightStar to a claim regarding title or origin.

7.2 Anti-corruption. Seller represents that no payment to BrightStar under a purchase order will be shared with, or made at the direction of, any employee or agent of the owner of the Equipment in a manner that owner has not authorized.

7.3 ITAD and certificates. Where BrightStar has agreed in a signed writing to provide data-sanitization or destruction services, those services are performed under the standard and by the provider identified in that writing, and certificates are issued only for the serial numbers processed. No certificate is implied by these Terms.

08. Limitation of BrightStar’s Liability

BRIGHTSTAR’S LIABILITY TO SELLER ARISING OUT OF ANY PURCHASE, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE PRICE PAYABLE FOR THE EQUIPMENT CONCERNED, AND BRIGHTSTAR SHALL NOT BE LIABLE TO SELLER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT, LOSS OF A RESALE OPPORTUNITY OR LOSS OF USE, EVEN IF ADVISED OF THEIR POSSIBILITY. BRIGHTSTAR MAKES NO REPRESENTATION ABOUT THE MARKET VALUE OF ANY EQUIPMENT OTHER THAN THE PRICE IT OFFERS.

09. Governing Law, Venue and General Terms

9.1 Governing law and venue. These Terms and every purchase are governed by the laws of the State of California, without regard to its conflict-of-laws rules; the United Nations Convention on Contracts for the International Sale of Goods does not apply. Any action arising out of these Terms 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 Seller consents to the jurisdiction of those courts. Before commencing any action, the parties shall attempt in good faith for thirty (30) days to resolve the dispute by discussion.

9.2 Attorneys’ fees. In any action arising out of these Terms, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.

9.3 Confidentiality. The prices BrightStar offers and pays, its test results and its customer identities are confidential and Seller shall not disclose them to third parties, other than Seller’s owners, lenders and advisers, without BrightStar’s consent.

9.4 General. These Terms, with the purchase order, are the entire agreement for the purchase and supersede prior communications about it. Seller may not assign the purchase order or any payment under it without BrightStar’s written consent. If any provision is held unenforceable, the remainder continues in effect. No waiver is effective unless in writing. BrightStar may revise these Terms for future purchases by publishing a revised version identified by revision date; the version referenced on the purchase order governs that purchase. Notices to BrightStar shall be sent to the address above with a copy to info@brightstarsystems.com. Sections 2, 3, 5.2, 6, 7, 8 and 9 survive completion of any purchase.

End of Terms and Conditions of Purchase, Revision 2026-09.