Terms of Sale

Last updated: September 2nd, 2025
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  1. YOUR RIGHTS AND OBLIGATIONS

    1. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU.  PLEASE READ IT CAREFULLY.
    2. THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.  SEE SECTION 12 (DISPUTE RESOLUTION AND ARBITRATION).
    3. BY PLACING AN ORDER FOR PRODUCTS WITH CALA SYSTEMS, YOU ACCEPT AND ARE BOUND BY THESE TERMS OF SALE.
    4. YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM CALA SYSTEMS IF YOU (i) DO NOT AGREE TO THESE TERMS OF SALE, (ii) ARE NOT THE OLDER OF (A) AT LEAST 18 YEARS OF AGE OR (B) LEGAL AGE TO FORM A BINDING CONTRACT WITH CALA SYSTEMS, OR (iii) ARE PROHIBITED FROM ACCESSING OR USING THE SITE OR ANY OF THE SITE’S CONTENTS OR PRODUCTS BY APPLICABLE LAW.
    5. These Terms of Sale (these "Terms") apply to the purchase and sale of products by Cala Systems, Inc. (referred to as "Cala Systems", "us", "we", or "our") through www.calasystems.com (the "Site") or through any other sales channel made available to our customers.  These Terms are subject to change by Cala Systems without prior written notice at any time, at our sole discretion. The latest version of these Terms will be posted on the Site, and you should review these Terms before purchasing any products from Cala Systems (the "Cala Products"). Your continued use of the Site or purchase of Cala Products after a posted change in these Terms will constitute your acceptance of and agreement to such changes.  We expressly disclaim any terms or conditions of sale included in any purchase order or other document issued by you in connection with a purchase of Cala Products.
    6. In addition to these Terms, you should carefully review our Website Terms & Conditions (available at https://www.calasystems.com/terms-and-conditions), which apply generally to the use of the Site, and our Privacy Notice (available at https://www.calasystems.com/privacy-policy), which governs the processing of all personal data collected from you in connection with your purchase of Cala Products.
  2. Order Acceptance and Cancellation

    If you place an order with Cala Systems, you agree that your order is an offer to buy, under these Terms, all Cala Products listed in your order.  Your order must be accepted by Cala Systems or we will not be obligated to sell the Cala Products to you. We may choose not to accept any orders at our sole discretion. After receiving an order, if accepted, we will send an order confirmation email with your order number and details of the Cala Products you have ordered. The formation of the contract of sale between Cala Systems and you will not take place unless and until you have received your order confirmation email. You may cancel your order at any time before we have sent your order confirmation email by emailing orders@calasystems.com.

  3. Prices and Payment

    1. All prices posted on the Site are subject to change without notice. The price charged for a Cala Product will be the price in effect at the time the order is placed and will be set out on your order confirmation email. Posted prices do not include taxes.  Taxes and other applicable charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.
    2. Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order.  You agree to provide current, complete, and accurate purchase information for all purchases of Cala Products.  You agree to pay charges incurred by you at the posted prices, including all applicable taxes, if any.
    3. We use one or more third-party payment processors (the "Payment Processor") to facilitate purchases made through the Site.  The processing of payments will be subject to the terms, conditions, and privacy policies of the applicable Payment Processor in addition to these Terms.  We are not responsible for errors by the Payment Processor.  By choosing to purchase Cala Products through the Site, you agree to pay, through the Payment Processor, for your purchase and you authorize us, through the Payment Processor, to charge your chosen payment method.  We reserve the right to correct any errors or mistakes made by the Payment Processor even if it has already requested or received payment from you.

  4. Shipping; Delivery; Title and Risk of Loss

    1. We will arrange for shipment of the Cala Products to you. Please refer to the order page for specific delivery options.
    2. Title and risk of loss pass to you upon our transfer of the Cala Products to the carrier.  Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

  5. Returns and Refunds

    1. Except for any Cala Products designated by us as non-returnable, we will accept the return of the Cala Products for a refund of your purchase price, less the original shipping and handling costs, provided such return is made within thirty (30) days of shipment and the Cala Products are returned in their original condition. To return Cala Products, you must email orders@calasystems.com to obtain a Return Merchandise Authorization (RMA) number. No returns of any type will be accepted without an RMA number.
    2. You are responsible for all shipping and handling charges on returned items. You bear the risk of loss during shipment. We therefore strongly recommend that you fully insure your return shipment against loss or damage and that you use a carrier that can provide you with proof of delivery for your protection.
    3. Your refund will be credited back to the same payment method used to make the original purchase on the Site. WE OFFER NO REFUNDS ON ANY CALA PRODUCTS DESIGNATED BY US AS NON-RETURNABLE.

  6. LIMITED WARRANTY

    1. The sole and exclusive warranty offered with any Cala Product purchased from us is the limited warranty set forth in the Cala Systems Limited Warranty certificate that is included with the Cala Product (or in the absence of such warranty certificate, in our then-current published Cala Systems Limited Warranty covering the Cala Product).
    2. The Cala Systems Limited Warranty provides the exclusive remedies for all claims based on failure of or defect in any Cala Product, whether the failure or defect arises before or during the applicable warranty period and whether a claim, however described, is based on contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability or otherwise. THE CALA SYSTEMS LIMITED WARRANTY IS THE EXCLUSIVE WARRANTY OFFERED IN CONNECTION WITH THE CALA PRODUCTS.  WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES AND GUARANTEES WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

  7. Limitation of Liability

    THE REMEDIES DESCRIBED IN THE CALA SYSTEMS LIMITED WARRANTY IS YOUR SOLE AND EXCLUSIVE REMEDY AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY.

    OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE CALA PRODUCT THAT YOU HAVE PURCHASED, NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY COSTS OF REPLACEMENT GOODS OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE.  
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    WE SHALL NOT BE LIABLE FOR ANY EXPENSE INCURRED IN INSTALLATION OR REMOVAL OF THE CALA PRODUCTS.
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    IN NO EVENT WILL WE BE LIABLE FOR ANY LOSS, CLAIM, EXPENSE, OR DAMAGE TO THE EXTENT CAUSED BY OR ARISING OUT OF THE ACTS OR OMISSIONS OF YOU OR ANY THIRD PARTY.
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    SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

  8. Notices

    1. To You: We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide; (ii) by posting to the Site; or (iii) an alternative method agreed to in writing by us. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
    2. To Us: Notices to Cala under these Terms may be sent by mail to Cala Systems, Inc., 444 Somerville Avenue, Somerville, MA 02143, and shall be deemed given when we receive them.

  9. Compliance with Applicable Laws

    You agree that you will comply with all applicable laws, statues, rules, regulations, and orders of the United States and of any state and political subdivision thereof and codes of practice, including all export laws and regulations ("Applicable Laws").  You will provide to Cala Systems any and all information required or appropriate to enable us to comply with all Applicable Laws related to the Cala Products purchased by you.

  10. Indemnification

    You shall indemnify and hold harmless Cala Systems and its affiliates, and each of their respective officers, directors, employees, and agents (collectively, the "Indemnified Parties"), from and against any liability, damages, losses, costs, judgments, fines, penalties or expenses, including legal and other professional expenses, fees and the costs of enforcing any right to indemnification under these Terms, and the cost of pursuing any insurance providers (collectively, "Costs"), incurred in connection with claims, demands, actions, causes of action, proceedings, or suits, whether in law or in equity (each, a "Claim"), brought by a third party and arising from or relating to (i) breach of these Terms by you; (ii) any actual or alleged negligence, error, omission, or act in connection with your installation of the Cala Products; (iii) a modification of any Cala Products made by or on your behalf; or (iv) your breach of any agreement between you and a third party related to any Cala Products.

  11. Governing Law

    All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to its or any other jurisdiction’s conflict of laws principles.  The United Nations Convention for the International Sale of Goods is expressly disclaimed.

  12. Dispute Resolution and Arbitration

    1. In the event of any dispute arising out of or relating to these Terms (including their interpretation, validity, performance, or breach) (a "Dispute"), the Dispute shall be resolved solely as follows.  A party shall send a written notice to all affected parties describing the Dispute and any relief requested, including any specific damages claimed.  In order to permit the affected parties to attempt to resolve the matter amicably, no arbitral or judicial proceeding may be commenced until the passage of sixty (60) days from the receipt of the written notice.
    2. If the affected parties are unable to resolve the Dispute within the 60-day time period, any Dispute, other than a claim for wrongful death or personal injury, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Rules (information about the AAA and its rules is available at www.adr.org.).  If the AAA is unavailable or unwilling to administer the arbitration, and the parties are unable to agree to a substitute, a substitute shall be appointed by the court. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. ss. 2, et seq.  The obligation to arbitrate under this section shall extend to any claims against any affiliates, officers, directors, contractors, subcontractors, suppliers, agents, or employees of a party.  This provision shall not apply to claims of patent, trademark, or copyright infringement or misappropriation of trade secrets.
    3. To the maximum extent permitted by law, the prevailing party or parties shall be entitled to an award of all costs, expenses, and attorneys’ fees reasonably incurred in the successful prosecution or defense of any claim.  However, if a claimant recovers less than the respondent’s highest written offer made before the commencement of arbitration, the respondent shall be deemed to be the prevailing party for this purpose.

      The arbitrator shall have authority to issue any and all remedies authorized by law, but the arbitrator shall have no authority to conduct proceedings on a class or aggregated basis without the written consent of all parties; provided, however, that in the event of the filing of over twenty five (25) arbitration claims against Cala Systems or any of its any affiliates, officers, directors, contractors, subcontractors, suppliers, agents, or employees raising substantially the same or similar Dispute, the AAA may at the request of such respondents appoint a single arbitrator or panel of arbitrators to resolve some or all common issues of law or fact.
    4. Notwithstanding the foregoing, any party may at its option file an individual claim in any small claims court for disputes or claims within the scope of its subject matter jurisdiction if such court has personal jurisdiction.
    5. If at any time any party requests mediation, all affected parties shall participate in a mediation directly and not solely through counsel, the requesting party to bear the costs and fees of the mediator(s).
    6. Without derogation of the parties’ obligation to arbitrate, for any claims other than those in small claims court, jurisdiction for any court proceedings arising out of or relating to a Dispute shall be vested exclusively in the state or federal courts sitting in and for Suffolk County, Massachusetts, except that any judgment thereof or any arbitral award may be enforced in any court of competent jurisdiction.  If for any reason a claim proceeds in court rather than through arbitration, you and we each waive any right to a jury trial.
    7. If any part of this dispute resolution and arbitration provision is later deemed invalid as a matter of law, then it shall be severed and the remaining portions of this provision shall remain in effect, with the exception that if a court or arbitrator determines in an action between you and us that the above class action waiver is unenforceable, then this arbitration provision will be void as to you.

  13. Force Majeure

    Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing under these Terms (other than an obligation to make payments in accordance with these Terms) where such failure or delay arises out of any cause beyond the reasonable control and without the fault or negligence of such party. Such causes shall include, without limitation, storms, floods, other acts of nature, fires, explosions, riots, war or civil disturbance, strikes and other labor disputes, embargoes, export control laws, delays in transportation and inability to obtain labor, supplies or manufacturing facilities. If any force majeure event shall prevent us from being able to supply products to all our customers, we shall be entitled to allocate our available supply of products among our customers in such proportions as we, in our sole discretion, shall deem appropriate.

  14. Assignment

    You may not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent.  Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

  15. No Third-Party Beneficiaries

    These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

  16. No Waivers

    The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Cala Systems

  17. Interpretation of Terms

    If any provision of these Terms is found to be invalid or unenforceable, then these Terms will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law.  As used herein and unless the intent is expressly otherwise in a specific instance, the terms “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive.  Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of these Terms.

  18. Entire Agreement

    Our order confirmation, these Terms, our Website Terms & Conditions, and our Privacy Notice are the final and integrated agreement between you and us on the matters contained in these Terms.  We expressly disclaim any terms or conditions of sale included in any purchase order or other document issued by you in connection with your purchase of Cala Products.