1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms and Conditions, unless the context otherwise requires:

• "Agreement" means these Terms and Conditions together with any Order Confirmation;

• "Buyer" means the person, firm or company who purchases the Goods from the Seller;

• "Goods" means the fiber optic equipment including but not limited to fusion splicers, OTDRs, cleavers, VFLs, and related accessories;

• "Order" means an order for Goods placed by the Buyer;

• "Seller" means Comway Wholesale, a company registered under the laws of [Your Country].

1.2 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.

2. BASIS OF CONTRACT

2.1 These Terms and Conditions apply to all Orders placed by the Buyer and constitute the entire agreement between the parties.
2.2 No variation of these Terms and Conditions shall be effective unless agreed in writing by an authorized representative of the Seller.
2.3 All Orders are subject to acceptance by the Seller, and the Seller reserves the right to refuse any Order without giving reasons.

3. ORDERS AND SPECIFICATIONS

3.1 The Buyer shall be responsible for ensuring the accuracy of the Order and for providing any necessary specifications or requirements.
3.2 The Seller reserves the right to make any changes to the specifications of the Goods which are required to conform with any applicable safety or other statutory requirements.
3.3 All samples, drawings, descriptive matter, and advertising issued by the Seller are approximate only and shall not form part of the Agreement.

4. PRICE AND PAYMENT

4.1 The price of the Goods shall be the price set out in the Order Confirmation.
4.2 All prices are exclusive of any applicable taxes, duties, or other governmental charges, which shall be paid by the Buyer.
4.3 Payment terms are as follows:

• First-time Buyers: 100% advance payment required before shipment;

• Established Customers: 50% deposit upon order confirmation, balance due before shipment.
  4.4 Late payments shall incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

5. DELIVERY

5.1 Delivery dates are estimates only and time for delivery shall not be of the essence.
5.2 The Seller shall not be liable for any delay in delivery caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, or supplier delays.
5.3 The Buyer shall inspect the Goods upon delivery and notify the Seller of any defects within 7 business days. Failure to do so shall constitute acceptance of the Goods.

6. RISK AND TITLE

6.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery.
6.2 Title to the Goods shall not pass to the Buyer until the Seller has received payment in full.

7. WARRANTY AND RETURNS

7.1 The Seller warrants that the Goods will conform to their specifications and be free from defects in material and workmanship for a period of:

• 12 months for hardware;

• 90 days for accessories.
  7.2 This warranty does not cover defects caused by:

• Improper use, installation, or maintenance;

• Unauthorized modifications or repairs.
  7.3 Returns must be pre-approved and accompanied by a Return Merchandise Authorization (RMA) number. A 15% restocking fee may apply.

8. LIMITATION OF LIABILITY

8.1 The Seller's total liability under the Agreement shall not exceed the purchase price of the Goods.
8.2 The Seller shall not be liable for any indirect, consequential, or incidental damages, including but not limited to lost profits or business interruption.

9. INTELLECTUAL PROPERTY

9.1 All intellectual property rights in the Goods and related documentation remain the property of the Seller.
9.2 The Buyer shall not reverse engineer, disassemble, or decompile any Goods or software provided by the Seller.

10. FORCE MAJEURE

10.1 Neither party shall be liable for any failure or delay in performance due to events beyond their reasonable control, including but not limited to natural disasters, government actions, or labor disputes.
10.2 The affected party shall notify the other party in writing within 5 business days of the occurrence of such an event.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1 The Agreement shall be governed by and construed in accordance with the laws of [Your Country].
11.2 Any disputes arising out of or in connection with the Agreement shall be resolved through arbitration in [Your City] in accordance with the rules of [Arbitration Institution].

12. GENERAL

12.1 The Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.
12.2 If any provision of the Agreement is found to be invalid, the remaining provisions shall remain in full force and effect.
12.3 No waiver of any breach of the Agreement shall be deemed a waiver of any subsequent breach.