Terms & Conditions of Sale and Service

Capilleh shall supply, and the Customer shall purchase, the Goods and Services in accordance with any quotation, order confirmation, or written acceptance issued by Capilleh, which shall in all cases be subject to these Terms.

These Terms apply to and form part of every Contract between Capilleh and the Customer to the exclusion of any other terms, including any terms or conditions the Customer may purport to apply under any purchase order, confirmation of order, specification, or other document.

No terms or conditions endorsed upon, delivered with, or contained in the Customer’s purchase order, confirmation of order, specification, or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

Acceptance of delivery of the Goods, or commencement of the Services, shall be deemed conclusive evidence of the Customer’s acceptance of these Terms.

In these Terms, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day” means any day other than a Saturday, Sunday, or public holiday in the State of New York.

“Confidential Information” means, in relation to either Party, information disclosed to that Party by the other Party in connection with the Contract, whether orally, in writing, or by any other medium, and whether or not expressly marked as confidential.

“Contract” means the contract for the purchase and sale of Goods and/or the provision of Services formed under these Terms.

“Contract Price” means the price stated in the Contract payable for the Goods and/or Services.

“Customer” means the person or entity who accepts a quotation or offer from Capilleh, who submits an order or sourcing request through the Site, or whose order is accepted by Capilleh.

“DOA” or “Dead-on-Arrival” means Goods that are non-functional for their primary intended purpose upon first receipt and inspection by the Customer, as further described in Clause 11.

“Export Compliance Processing Fee” means the non-refundable fee described in Clause 9 charged for export compliance research on international orders.

“Goods” means the equipment, hardware, parts, or other goods (including any installment or parts thereof) that Capilleh is to supply under these Terms, including secondary-market, used, refurbished, surplus, and as-is equipment.

“In Stock” means Goods identified on the Site as already secured and in Capilleh’s possession or under Capilleh’s control.

“Month” means a calendar month.

“Party” / “Parties” means Capilleh and/or the Customer, as applicable.

“Services” means the services to be provided to the Customer as set out in a quotation or order confirmation, including sourcing, export compliance research, and related services.

“Sourceable” or “Sourceable On Request” means Goods identified on the Site as not yet committed inventory, subject to live market availability and final confirmation through Capilleh’s sourcing process.

In these Terms: (a) the singular includes the plural and vice versa; (b) a reference to a statute includes that statute as amended or re-enacted; (c) headings are for convenience only and do not affect interpretation; and (d) “writing” includes email and other electronic communication.

Capilleh offers two purchasing paths. The path applicable to any given product is identified on the relevant product listing.

3.1 In Stock Goods

Goods marked “In Stock” are already secured and in Capilleh’s possession or under Capilleh’s control. The process for In Stock Goods is generally as follows:

The Customer reviews the product listing, photographs, condition notes, and product details.

The Customer places an order or submits a quote request, depending on the product and the Customer’s needs.

Capilleh reviews the order, confirms the item, and aligns order details before shipment.

Once confirmed and paid in full, the item moves through packing and fulfillment.

Capilleh aims to keep communication clear from order through shipment.

3.2 Sourceable Goods

Goods marked “Sourceable On Request” are not committed inventory and move through a sourcing process based on live market availability and final confirmation. The process is generally as follows:

The Customer submits a request describing the product needed and, if relevant, preferred condition, quantity, or requirements.

Capilleh reviews current market availability before making any commitment.

Capilleh confirms whether the product can realistically be sourced and follows up with next-step details, pricing direction, and availability.

If the sourcing path is approved by the Customer and payment terms are satisfied, Capilleh moves to secure the item.

Capilleh receives and reviews the item for product match and general condition alignment based on the listing or sourcing expectations.

After intake and review, the item moves through fulfillment.

Capilleh keeps the Customer informed throughout the process.

Availability labels are indicative. “In Stock” indicates availability already established and a more direct purchase path. “Sourceable” indicates inventory not yet secured, subject to current market confirmation, and better suited to a quote or request flow. A Sourceable listing does not constitute a guarantee that the item can be obtained, and no Contract for Sourceable Goods is formed until Capilleh issues a written confirmation under Clause 4.

Product listings, photographs, condition notes, descriptions, price indications, and other materials on the Site are provided as a guide only, are subject to change without notice, and do not constitute an offer capable of acceptance.

No order, quote request, or sourcing request submitted by the Customer shall be deemed accepted, and no Contract shall be formed, unless and until Capilleh issues a written order confirmation or quotation expressed as an offer that is then accepted, or Capilleh delivers the Goods, whichever occurs first.

Any quotation is valid for thirty (30) days from its date unless otherwise stated, and may be withdrawn or revised by Capilleh at any time before the Customer’s acceptance.

Capilleh’s employees and agents are not authorized to make representations concerning the Goods or Services unless confirmed by Capilleh in writing. The Customer acknowledges that it does not rely on, and waives any claim for breach of, any representation not so confirmed.

Any typographical, clerical, or other accidental error or omission in any listing, quotation, price indication, acceptance, invoice, or other document issued by Capilleh shall be subject to correction without liability on the part of Capilleh, including the right to cancel an order priced in error.

No variation to these Terms shall be binding unless agreed in writing by an authorized representative of Capilleh.

The Goods are predominantly secondary-market, used, refurbished, or surplus equipment. Except for the limited DOA remedy expressly set out in Clause 11, all Goods are sold “AS IS, WHERE IS” and “WITH ALL FAULTS,” without any warranty of any kind.

Illustrations, photographs, condition notes, and descriptions are intended as a guide only and shall not be binding on Capilleh except to the extent expressly confirmed in a written order confirmation.

Capilleh reserves the right to make changes to the specification of the Goods required to conform with applicable safety, statutory, or regulatory requirements, or which do not materially affect quality or performance.

Goods are supplied only in the minimum units or multiples stated on the relevant listing. Orders for other quantities may be adjusted accordingly.

Once accepted by Capilleh, an order may not be cancelled by the Customer except with Capilleh’s written agreement, on terms that the Customer indemnifies Capilleh in full against all loss (including loss of profit), costs, damages, charges, and expenses arising from such cancellation. The Export Compliance Processing Fee, where applicable, is non-refundable in all circumstances as set out in Clause 9.

Capilleh shall provide the Services expressly identified in the applicable quotation or order confirmation.

Capilleh will use reasonable care and skill in performing the Services and will use reasonable endeavours to complete its obligations under the Contract, but does not guarantee any particular outcome, including, without limitation, the successful sourcing of any Sourceable item or any particular result of export compliance research.

The price of the Goods and Services shall be the price stated in Capilleh’s quotation or order confirmation current at the date of Capilleh’s acceptance of the order, or such other price as may be agreed in writing.

Unless otherwise stated in a quotation, prices are exclusive of shipping, handling, insurance, customs duties, import/export charges, brokerage, and any applicable sales, use, excise, value-added, or similar taxes, all of which the Customer shall be additionally liable to pay.

Shipping costs are borne by the Customer and are quoted at the time of the order or sourcing request. The Customer is responsible for confirming and paying the quoted shipping amount prior to shipment.

Where a price has been quoted other than from a published price list, that quoted price is valid for thirty (30) days only, or such lesser period as Capilleh may specify.

Payment in full is required before any Goods are shipped or any order is fulfilled. Capilleh is under no obligation to ship Goods, secure Sourceable items, or commence fulfillment until cleared funds for the full Contract Price (including shipping and any applicable fees and taxes) have been received.

Capilleh does not offer credit terms. All sales are on a prepayment basis unless Capilleh expressly agrees otherwise in writing.

Payment shall be made by the method indicated on Capilleh’s invoice or order confirmation, without deduction, set-off, or counterclaim. Time for payment is of the essence.

Capilleh is not obliged to accept any order from any Customer whose payment, identity, or compliance status Capilleh is unable to verify to its satisfaction.

If any payment is dishonored, reversed, charged back, or otherwise not cleared, Capilleh may immediately suspend or cancel the Contract and any related orders without liability, and all amounts owing shall become immediately due.

Capilleh follows all export control and trade compliance laws and regulations mandated by the United States Government, including, without limitation, the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce, regulations administered by the Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations (ITAR) where applicable.

For any order shipping to a destination outside the United States, Capilleh must conduct export compliance research before the order can proceed. This research is subject to a non-refundable processing fee of two hundred United States dollars (US$200.00) (the “Export Compliance Processing Fee”).

The Export Compliance Processing Fee is charged in addition to, and separate from, the price of the Goods, shipping, duties, and taxes. The fee is non-refundable in all circumstances, including, without limitation, where the export compliance research determines that the Goods cannot lawfully be exported, where the destination, end-user, or end-use is restricted or prohibited, where any required license or authorization is unavailable or denied, or where the Customer subsequently cancels the order for any reason.

Capilleh may decline, suspend, or cancel any order, without liability and without refund of the Export Compliance Processing Fee, if it determines in its sole discretion that proceeding would or may violate any applicable export control, sanctions, embargo, or trade law, or if the Customer, end-user, end-use, or destination is subject to any restriction or denied-party listing.

The Customer shall be the importer of record and, where applicable, the exporter of record for international shipments, and is solely responsible for ensuring that the purchase, import, export, and ultimate use of the Goods fully comply with the laws of the destination country and all applicable U.S. and international laws. The Customer shall provide accurate end-user, end-use, and destination information upon request.

The Customer shall not export, re-export, divert, transship, or otherwise dispose of any Goods, directly or indirectly, in violation of any applicable export control or sanctions law. The Customer represents that it is not a restricted or denied party and that the Goods are not destined for any prohibited end-use or end-user.

Import duties, taxes, and customs charges may be incurred once Goods reach their destination and are the Customer’s sole responsibility. The Customer is advised to contact local customs authorities for details on costs and procedures. Goods may be inspected at port for customs purposes, and Capilleh gives no guarantee that packaging will be free of signs of tampering arising from such inspection.

The Customer shall indemnify and hold Capilleh harmless against any liability, loss, damage, penalty, fine, cost, or expense arising from the Customer’s breach of this Clause 9 or from any inaccurate information provided by the Customer in connection with export compliance.

Delivery shall be made by Capilleh shipping the Goods to the address specified by the Customer and confirmed by Capilleh, or by the Customer collecting the Goods where so agreed.

Any delivery or dispatch date is an estimate only and is not of the essence. Capilleh shall not be liable for any delay in delivery caused by any event outside its reasonable control or by the Customer’s failure to provide adequate instructions or information.

Risk of damage to or loss of the Goods shall pass to the Customer upon delivery to the carrier or, where the Customer collects the Goods, upon Capilleh notifying the Customer that the Goods are available for collection.

Notwithstanding delivery and the passing of risk, legal and beneficial title to the Goods shall not pass to the Customer until Capilleh has received payment in full, in cleared funds, of the Contract Price and all other amounts owed by the Customer to Capilleh.

Until title passes, the Customer holds the Goods as bailee for Capilleh, shall store them so they are identifiable as Capilleh’s property, and shall not pledge or charge them as security. Capilleh may repossess any Goods in which it retains title if the Customer fails to make payment when due or becomes insolvent.

If the Customer fails to take delivery or provide adequate delivery instructions, Capilleh may store the Goods at the Customer’s risk and expense, risk shall pass to the Customer, and delivery shall be deemed to have taken place.

Capilleh offers a Dead-on-Arrival policy only. No other returns, refunds, exchanges, or warranty remedies are offered, and all sales are otherwise final.

Goods qualify as DOA only if they are non-functional for their primary intended purpose upon first receipt and inspection by the Customer, and the Customer notifies Capilleh in writing of the defect, with reasonable supporting detail, within seven (7) Business Days after the date of delivery.

No Goods may be returned without Capilleh’s prior written authorization, including a return authorization reference. Goods must be returned in the condition received, with all original packaging, components, and accessories, and within the timeframe specified by Capilleh in the authorization.

Upon verification of a valid DOA claim, Capilleh’s sole obligation, and the Customer’s sole and exclusive remedy, shall be, at Capilleh’s sole option, to: (a) repair the Goods; (b) replace the Goods with equivalent Goods, subject to availability; or (c) refund the price paid for the affected Goods. Capilleh shall have no further liability of any kind.

The DOA policy does not apply to, and Capilleh shall have no liability for, defects or non-conformities arising from: cosmetic wear or appearance; fair wear and tear; missing or differing firmware, licensing, or configuration; the Customer’s failure to follow instructions; misuse, abuse, mishandling, improper installation, modification, or repair; damage in the Customer’s possession or in return transit; or any act or omission of the Customer or any third party.

Goods returned that are found not to be DOA, or that do not meet the conditions of this Clause 11, may be returned to the Customer at the Customer’s expense, and no refund shall be due. Any restocking or inspection charges, where applicable, shall be at Capilleh’s discretion.

The Export Compliance Processing Fee and shipping charges are non-refundable in all circumstances, including in connection with any DOA claim.

EXCEPT FOR THE LIMITED DOA REMEDY EXPRESSLY SET OUT IN CLAUSE 11, THE GOODS AND SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND CAPILLEH DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (BEYOND THAT EXPRESSLY PROVIDED IN CLAUSE 10), NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Capilleh does not warrant that the Goods are new, unused, under any manufacturer warranty, eligible for manufacturer support or licensing transfer, or free from defects, and the Customer acknowledges that secondary-market and surplus equipment may not be supported by the original manufacturer.

The Customer is responsible for satisfying itself, prior to purchase, that the Goods are suitable for the Customer’s intended purpose and lawful for the Customer’s intended use.

Nothing in these Terms shall limit or exclude Capilleh’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

Subject to Clause 13.1, Capilleh shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise, for any loss of profit, loss of business, loss of revenue, loss of anticipated savings, depletion of goodwill, loss of data, or for any indirect, special, incidental, punitive, or consequential loss or damage, howsoever arising, even if foreseeable or if Capilleh was advised of the possibility of such loss.

Subject to Clause 13.1, Capilleh’s total aggregate liability arising under or in connection with the Contract, whether in contract, tort, or otherwise, shall in no event exceed the total Contract Price actually paid by the Customer to Capilleh for the specific Goods or Services giving rise to the claim.

Capilleh shall not be liable for any failure or delay in performing its obligations to the extent caused by any event beyond its reasonable control as described in Clause 17 (Force Majeure).

The Customer shall indemnify and hold harmless Capilleh and its members, managers, officers, employees, and agents against all claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from the Customer’s breach of these Terms, the Customer’s use or onward sale of the Goods, or the Customer’s breach of any applicable law including export control law.

Each provision of this Clause 13 operates separately. If any part is held unenforceable, the remaining parts shall continue in effect.

If the Customer fails to make any payment when due, becomes insolvent, ceases or threatens to cease to carry on business, or otherwise materially breaches the Contract, Capilleh may, without prejudice to any other right or remedy and without liability: (a) cancel the order or suspend further deliveries or Services; (b) appropriate any payment to such Goods or Services as Capilleh sees fit; and (c) treat all amounts owing as immediately due and payable.

Capilleh may charge interest on overdue amounts at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by New York law, accruing daily from the due date until payment in full, together with all reasonable costs of collection.

Each Party shall keep confidential all Confidential Information of the other Party, shall not disclose it except as permitted by these Terms, and shall not use it other than for the purposes of the Contract, both during the Contract and after its termination.

A Party may disclose Confidential Information to its personnel, subcontractors, or advisers who need to know it for the purposes of the Contract, or where required by law or any governmental or regulatory authority, provided that, where lawful, it informs the recipient of the confidential nature of the information.

This Clause 15 does not apply to information that is or becomes public knowledge other than through a breach of these Terms.

All notices under these Terms shall be in writing and given by email or by recognized courier or registered mail to the addresses notified by the Parties.

Notices shall be deemed given: (a) when delivered, if by courier or registered mail during normal business hours; or (b) when sent, if by email and no delivery-failure notification is received, provided that a notice sent after business hours is deemed given on the next Business Day.

Notices to Capilleh may be submitted through the contact form on the Site.

Neither Party shall be liable for any failure or delay in performing its obligations (other than an obligation to pay money) where such failure or delay results from any cause beyond that Party’s reasonable control, including, without limitation: acts of God; fire, flood, storm, or earthquake; epidemic or pandemic; war, terrorism, or civil unrest; governmental or regulatory action, embargo, or sanctions; labor disputes; supplier or carrier failure; and power, internet, or telecommunications failure. The affected Party shall notify the other and use reasonable efforts to mitigate the effect. If the event continues for more than sixty (60) days, either Party may terminate the affected Contract on written notice.

Capilleh may assign, transfer, subcontract, or deal in any manner with all or any of its rights or obligations under the Contract without the Customer’s consent.

The Customer shall not assign, transfer, or otherwise deal with any of its rights or obligations under the Contract without Capilleh’s prior written consent.

Waiver. No failure or delay by either Party in enforcing any provision shall constitute a waiver of that or any other provision, and no waiver shall be a continuing waiver.

Severance. If any provision of these Terms is found to be unlawful, invalid, or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.

No Third-Party Rights. A person who is not a Party to the Contract shall have no rights to enforce any of its terms.

Entire Agreement. These Terms, together with any quotation or order confirmation issued by Capilleh, constitute the entire agreement between the Parties and supersede all prior representations, understandings, or agreements. In the event of conflict between these Terms and any prior version, these Terms prevail unless expressly stated otherwise in writing.

Relationship. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between the Parties.

Amendment. Capilleh may amend these Terms from time to time by posting an updated version to the Site. The Terms in effect at the time the relevant Contract is formed govern that Contract.

These Terms and any Contract (including any non-contractual obligations arising out of or in connection with them) shall be governed by and construed in accordance with the laws of the State of New York, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Montgomery County, New York (or, where exclusive federal jurisdiction applies, the United States District Court for the Northern District of New York), and waive any objection to venue in those courts on the grounds of inconvenient forum.

Each Party waives any right to a trial by jury in any proceeding arising out of or relating to these Terms or any Contract, to the fullest extent permitted by law.

By submitting an order, quote request, or sourcing request, or by accepting delivery of the Goods, the Customer acknowledges that it has read, understood, and agreed to be bound by these Terms & Conditions.