Policies, Terms & Conditions

Network Hardware Resale Terms & Conditions

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Terms of Use Agreement

Updated: January 10, 2013

Welcome! These Terms of Use (the "Terms of Use") govern your use of the NetworkHardware.com website (together with all subpages thereunder, the "Site"). Your access to, and use of, the Site, and the services, products and networks found at or related to the Site (referred to collectively as the "Service") are subject to these Terms of Use. The terms "Company", "we," "us", or "our" shall refer to Network Hardware LLC and its subsidiaries, affiliates, sister and parent companies.

By using the Site, you signify that you have read, understand and agree to be bound by these Terms of Use and to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations.

We may change or modify these Terms of Use at any time without further notice and such changes or modifications will come into effect immediately upon posting to the Site. We will indicate at the top of this page the date these Terms of Use were last revised. Your continued use of the Service or the Site after any change or modification constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these or any future versions of the Terms of Use, do not use or access (or continue to use or access) the Service or the Site. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Use.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS.

Personal Use Only
The Site and Services are made available for your personal, non-commercial use only. You may not use Site to sell a product or service, or to increase traffic to your Web site for commercial reasons, such as advertising sales. You may not take the results from a search and reformat and display them, or mirror the Company home page or results pages on your Website. You may not "meta-search" the Site. If you want to make commercial use of the Services, you must enter into written agreement with us to do so in advance.

Submissions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service ("Submissions"), provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. Notwithstanding the foregoing, all personally identifiable information provided to us will be treated in accordance with our privacy policy.

User Conduct
You agree that you will not distribute, post or transmit to or from this Site any Submissions that are unlawful, defamatory, harassing, threatening, libelous, obscene, pornographic or otherwise sexually explicit, scandalous, inflammatory, or other material that could give rise to any civil or criminal liability under the law.

Intellectual Property
All information, materials and other content contained on this Site (including any submissions as discussed above, "Content") are our copyrighted material. Except as stated herein, none of the Content may be used, copied, reproduced, transmitted, re-transmitted, distributed, downloaded, posted or otherwise exploited without the prior written consent of Network Hardware.

 

Trademarks
"Network Hardware Resale" and the Network Hardware Resale logo are registered trademarks of Network Hardware Resale, LLC and/or its affiliates. "NHR," "NetSure" and "The World's Most Trusted Source" are trademarks of Network Hardware Resale and/or its affiliates. All other brands and product names are trademarks and registered trademarks of their respective companies. Users are not permitted to use these trademarks without the prior written consent of Network Hardware Resale or such third party which may own the trademark.

No Representations and Warranties
EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING THE ERROR-FREE, DISRUPTION-FREE OR INTERRUPTION-FREE NATURE OF THE SITE OR THE SERVICES.

Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, COST OF COVER, OR LOST DATA THAT ARISE IN WHOLE OR IN PART FROM THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE SERVICES OR FUNCTIONS OF THE SITE OR ARISING OUT OF YOUR ACCESS TO, OR INABILITY TO ACCESS, THE SITE OR YOUR RELIANCE UPON, THE SITE OR THE SERVICES, CONTENT OR MATERIALS IN, OR FUNCTIONS OF, THE SITE, PROVISION OF, OR FAILURE TO PROVIDE SERVICES, OR INFORMATION, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE). IN ADDITION, WE HAVE NO DUTY TO UPDATE THE SITE OR THE CONTENTS THEREOF. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, OR OTHERWISE) EXCEED FIVE DOLLARS ($5.00). APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE SITE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THE TERMS HEREOF.

Governing Law; Other
The laws of the State of California, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and us or any of our affiliates. You agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in Los Angeles, California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Los Angeles, California.

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Privacy Policy

NETWORK HARDWARE RESALE is committed to respecting your privacy. NETWORK HARDWARE RESALE provides this online privacy statement to make you aware of our privacy policy and practices and of the choices you can make about the way your information is collected and used.

In general, you can visit www.networkhardware.com without telling us who you are or revealing any personal information about yourself.

However, there are times when we may need information from you, such as your name, business address and e-mail address. We may also ask that you respond to questions about your business and areas of interest. NETWORK HARDWARE RESALE will let you know before we collect any personal information from you over the Internet. When you choose to give us personal information over the Internet, NETWORK HARDWARE RESALE will earnestly attempt to let you know how we will use this information. NETWORK HARDWARE RESALE will also seek to take appropriate steps to protect the information you share with us, including using appropriate technology for credit card data used in electronic commerce transactions.

When NETWORK HARDWARE RESALE receives information about your session or about you, we may use it for research or to improve our site and the services we offer you. We will ask you if you want us to use that information to continue contact with you by NETWORK HARDWARE RESALE via e-mail or other means, for example, to send you new product information or notification of special offers. If you do not want us to contact you, you can choose to "unsubscribe" or "opt-out," and NETWORK HARDWARE RESALE will respect your wishes.

NETWORK HARDWARE RESALE will not sell, rent, or lease your personally identifiable information to others. NETWORK HARDWARE RESALE will not use or share the personally identifiable information provided to us online in ways unrelated to the ones described above without first letting you know and offering you a choice. As previously stated, we will also provide you the opportunity to let us know if you do not wish to receive unsolicited direct marketing materials from us and we will do everything we can to honor such requests. Local country laws and policies are applied where they differ from those in the U.S.

In general, IP addresses (the Internet address of a computer) are logged to track a user's session while the user remains anonymous. We analyze this data for certain trends and statistics, such as which parts of our site users are visiting and how long they spend there. In general, we do not link your IP addresses to anything personally identifiable to you.

 

Cookies

Some NETWORK HARDWARE RESALE web pages use "cookies," which are small files that may be placed on your hard disk for record-keeping purposes. A cookie helps us remember who you are. It is like when someone frequently visits a certain store, the clerk may not know the customer by name, but recognizes the customer and knows some of that customer's preferences. Similarly, cookies can make your subsequent visits to the Web page simpler and more seamless. You can set your browser to notify you when you receive a cookie, giving you the chance to decide whether or not to accept it. (However, by not accepting cookies, some Web pages may not display properly or you may not be permitted to access certain information.)

If you have any questions or comments about our privacy practices, would like to stop receiving information from NETWORK HARDWARE RESALE, or would like to correct or update information provided to NETWORK HARDWARE RESALE via its Web site, please contact us by sending an e-mail to marketing@networkhardware.com

 

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Product Returns

Returns of Working Product

Product returns are subject to NHR approval and at the Company's sole discretion, NHR will issue a refund - less a 20% re-stocking fee - on all returns of working product, provided that the following conditions are met:

  • Client follows the requisite procedures described below (see "Procedures: Returns of Working Product").
  • Client returns product within 30 calendar days from the original date of purchase.
  • Client returns product in the condition in which it was delivered (all product received otherwise will not be accepted).

Product received after 30 calendar days will not be eligible for refund. Warranties, service agreements, etc. are not eligible for return; contact your sales representative if you have any questions about product eligibility.

Procedure:

  1. If you (the client) would like to return a product, and it is still within 30 calendar days from the original date of purchase, please contact our Customer Service Department at returns@networkhardware.com .
  2. If the return is approved by NHR, you must re-package the product such that NHR receives it in the same condition in which it was originally delivered. Working product must be received by NHR within 30 calendar days of original receipt.
  3. In most cases, NHR accepts responsibility for the cost of freight (both replacement and return shipment).

Returns of Non-Working/Defective Product

Network Hardware Resale will replace all non-working/defective ("defective") product overnight (on a best-efforts basis) provided that the following conditions are met:

  • Client follows the requisite procedures described above in "Procedures: Returns of Working Product".
  • RMA is approved within one year from the original date of purchase, or within extended warranty period if applicable.
  • Client returns product in the condition in which it was delivered (all product received otherwise will not be accepted).

To ensure your matter is handled properly, please note the following policies:

  • Defective product must be returned to / received by NHR within 14 calendar days upon receipt of a replacement product, or it will not be accepted by NHR.
  • If defective product is not returned to / received by NHR within 14 calendar days, the client will be charged the full purchase price of both the defective product and the replacement product. 
  • Client will be issued a refund at the sole discretion of NHR if an item cannot be replaced in a timely manner.

Procedure:

  1. If your (the client's) product appears to be defective or is not functioning properly, please contact our Customer Service Department at returns@networkhardware.com to speak with the on-call technician to troubleshoot the matter.
  2. If NHR approves the return of a non-working/defective ("defective") product, you must re-package the defective product such that NHR receives it in the same condition in which it was originally delivered. Defective product must be returned within 14 calendar days of replacement (see policies above).
  3. The RMA form must be included with your shipment and/or RMA number must be noted on the shipping label.
  4. In most cases, NHR will accept responsibility for the cost of freight.
  5. In the event NHR cannot replace your product in a timely fashion, NHR will issue a refund.  

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Warranty

NHR's Lifetime Warranty

Network Hardware Resale (NHR) offers a lifetime warranty on all pre-owned OEM branded equipment and all new NHR branded equipment. If you experience an equipment failure within the first year after purchase, our expert technical engineering support teams will either solve your problem over the phone or send you an advanced replacement. No waiting until you return the original unit; no waiting for repair. After the first year, if you experience an equipment failure you can send the equipment back to NHR and we will repair or replace the equipment with the exact model or a model with the same functionality within 10 days of receipt.

Advanced Replacement Advantage
NHR understands that networks are mission critical for any business, and our warranty is designed with uptime in mind. If you experience an equipment failure that cannot be resolved by our TAC team, NHR will immediately provide a replacement. No waiting until you return the original unit; no waiting for repair. A replacement can be on-site and installed before the original unit has left your location.

Lifetime Warranty - UPDATED JUNE 1, 2012

EFFECTIVE FOR ITEMS PURCHASED AFTER JANUARY 1, 2012. Certain restrictions apply.

Subject to the terms and conditions described below, selected products carry a lifetime warranty for the original purchaser of the product.

SPECIFIC WARRANTY TERMS:

Network Hardware Resale, LLC (NHR) warrants to you, the original purchaser, that this product will be free from defects in material and workmanship for the lifetime of the product if it is properly used and maintained.

NHR agrees, for a period of one (1) year from the date of purchase, to provide an advanced replacement for any covered item determined by NHR to be defective on a best efforts basis, with all shipping costs borne by NHR. Hardware level technical support is available 8x5 during normal business hours. After one (1) year from the date of purchase, NHR agrees to repair, replace, or upgrade via ground or economy shipping, any item determined by NHR to be defective on a best efforts basis, within 10 business days of receipt of the product at one of NHR's designated facilities. After the first year, shipping costs to NHR are borne by the purchaser, shipping costs back to the purchaser are borne by NHR, and technical support is limited to determining if the equipment is defective.

Replacements will be shipped DDU (delivery duty unpaid) using NHR's preferred carrier, freight prepaid by NHR, excluding import duties, taxes and fees, where applicable.

If a product covered by this warranty is claimed to be defective, you, the purchaser, must follow the return procedure described in the link below. Upon receipt of returned product(s), NHR will determine if the product(s) is defective and, at its sole discretion, will either choose to repair, replace, or upgrade the purchaser to a device with comparative functionality.

This lifetime warranty does not apply to failure of the product resulting from misuse, abuse, accident, neglect or mishandling, improperly adjusted or maintained product, incorrect environment, improper installation or configuration, accident, flood or physical damage, electrical issues such as lightning, power surges, incorrect electrical voltages or other electrical stress, modification, or force majeure.

The warranty period for the repaired or replaced product shall be based on the original NHR sale date to you of the defective product.

Certain exceptions and limitations to this warranty apply including, but not limited to the following:

  • This warranty is for the original purchaser of the product from NHR only.
  • This warranty does not cover OEM-authorized products. (For example: Dell, Menara, Fortinet, etc.) NHR disclaims any warranty, express or implied, for OEM-authorized products; a warranty may be available to you from the OEM.
  • This warranty does not cover products purchased in wholesale transactions; see separate warranty for products purchased in wholesale transactions.
  • This warranty does not cover software products, batteries, licenses, SMARTnet contracts, and NetSure or other Service Agreements. NHR disclaims any warranty, express or implied, for such goods and services, except as separately agreed by NHR in writing.

NHR general Terms of Use Agreement apply.
http://www.networkhardware.com/PoliciesAndWarranty#Terms

THIS LIFETIME WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE, JURISDICTION TO JURISDICTION OR COUNTRY TO COUNTRY. NHR'S RESPONSIBILITY FOR MALFUNCTIONS AND DEFECTS IN HARDWARE IS LIMITED TO REPLACEMENT FOR DEFECTS ONLY AS SET FORTH IN THIS LIFETIME WARRANTY STATEMENT. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS WARRANTY STATEMENT, NHR DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, FOR THE PRODUCT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY, OR NON-INFRINGEMENT. ANY IMPLIED WARRANTIES THAT MAY BE IMPOSED BY LAW ARE LIMITED IN DURATION TO THE LIMITED WARRANTY PERIOD. SOME STATES, JURISDICTIONS OR COUNTRIES DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION LASTS, SO THIS LIMITATION MAY NOT APPLY TO YOU. THIS LIFETIME WARRANTY COVERAGE TERMINATES IF YOU SELL OR OTHERWISE TRANSFER THIS PRODUCT TO ANOTHER PARTY.

NHR DOES NOT ACCEPT, AND DISCLAIMS, LIABILITY BEYOND THE REMEDIES PROVIDED FOR IN THIS LIFETIME WARRANTY OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR THIRD-PARTY CLAIMS AGAINST YOU FOR DAMAGES, FOR PRODUCTS NOT BEING AVAILABLE FOR USE, OR FOR LOST DATA OR LOST SOFTWARE. NHR'S LIABILITY WILL BE NO MORE THAN THE AMOUNT YOU PAID FOR THE PRODUCT THAT IS THE SUBJECT OF A CLAIM. THIS IS THE MAXIMUM AMOUNT FOR WHICH NHR IS RESPONSIBLE.

SOME STATES, JURISDICTIONS OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

**24x7 technical support & extended advanced replacement options are available under a NetSure™ maintenance & support contract. Please contact your NHR Account Executive to learn more about NetSure™. **

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Links to Third Party Sites

This Web site may contain links to third party sites. Access to any other Internet site linked to this Web site is at the user's own risk and Network Hardware Resale is not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on these sites. Network Hardware Resale provides these links merely as a convenience and the inclusion of such links does not imply an endorsement.

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Selling Equipment to NHR

NHR honors its commitments and expects equipment suppliers to do the same. If we buy equipment that is not in good physical and working condition with valid serial numbers, we expect vendors to refund payments or replace the item within one week. NHR will only buy from legitimate suppliers who have clear and free title to the equipment.

To request a bid for your equipment, click here.


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NHR Purchase Order Terms and Conditions - US

  1. General Application. These terms and conditions, together with any Purchase Order setting forth the principal terms of any transaction which gives rise to payment between the parties (collectively, this "Agreement"), apply to the purchase of equipment specified in the Purchase Order (the "Equipment") by Network Hardware Resale, LLC or its subsidiaries (collectively, "NHR") from the person or entity identified as the seller in the Purchase Order ("Seller"). By accepting the Purchase Order Seller accepts and is bound by the terms and conditions of this Agreement.
  2. Purchase and Sale; Acceptance. NHR hereby agrees to buy, and Seller hereby agrees to sell to NHR, the Equipment in the amounts and as described in the Purchase Order for the price and on the terms set forth on the face of the Purchase Order and as further described herein.
  3. Prices and Payment; Taxes. All prices agreed for the Equipment are set forth in the Purchase Order. Payment for the Equipment shall be as set forth in the Purchase Order, or, if not set forth in the Purchase Order, shall be net 30 (30 days from the date the Equipment was tendered to NHR's common carrier for delivery to NHR). NHR shall pay all taxes, fees, duty, levy, or charges imposed by any governmental authority relating to the purchase of the Equipment.
  4. Shipment; Title and Risk of Loss. Unless otherwise set forth in the Purchase Order, shipping and handling are additional costs and will be set forth as a separate charge on the Purchase Order. For all purposes of this Agreement, title and risk of loss shall pass to NHR, and delivery shall be deemed completed, upon NHR's receipt of the Equipment at its specified location.
  5. Inspection and Acceptance of Goods. NHR shall, within fourteen (14) days after receipt by it of the Equipment, inspect the Equipment and if its inspection reveals any material defect, NHR shall have the right, within such seven day period, to revoke acceptance of any or all of the Equipment which in its sole and absolute discretion it determines is defective by delivering written notice as provided in Section 11 below to Seller. Any unit that displays an "Ilet authentication", "SMC message" and/or "credential file" error or field notice shall be considered defective and is subject to an immediate return. In the event NHR delivers notice of revocation for defective Equipment in accordance with the foregoing sentence, NHR shall not be required to pay for such Equipment that is the subject of such notice of revocation and Seller shall promptly refund any payments previously made by NHR with respect to such Equipment. NHR shall return such defective Equipment to Seller within a reasonable period of time following delivery of the notice of revocation to Seller. Failure by NHR to inspect the Equipment and deliver any written notice to Seller of any revocation of its acceptance of the goods within such seven (7) day period shall constitute NHR's acceptance of the Equipment, subject to the terms and conditions of this Agreement. After acceptance, NHR will not be entitled to revoke acceptance. For the avoidance of doubt, Equipment shall not be deemed to have been received by NHR until such Equipment has cleared customs and been made available to NHR at the delivery address.
  6. Product Warranty. Seller represents and warrants as follows: (i) Seller owns all right, title and interest in and to the Equipment, free and clear of any liens, claims, encumbrances or restrictions, (ii) the Equipment is in good operating condition, subject to normal wear and tear, and is of good, usable and merchantable quality, and (iii) the Equipment is genuine product of the manufacturer indicated on the Purchase Order, contains only authorized and genuine trademarks and technologies, and is properly available for import into and sale within the United States. Unless otherwise specified on the Purchase Order, the Seller shall honor the manufacturer standard warranty for all Equipment for a period equal to: (A) in the case of any new Equipment, the amount of time provided by the original manufacturer and (B) in the case of any used Equipment, one year from delivery.
  7. Representations and Warranties. Each of NHR and Seller represents and warrants to the other party that (a) it has the full authority and power to enter into the Agreement, (b) the execution and performance of this Agreement will not violate any obligation to a third party and (c) when executed, the Agreement is binding on such party. EXCEPT AS OTHERWISE STATED IN SECTIONS 6 AND ABOVE IN THIS SECTION 7, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS, WARRANTIES OR AGREEMENTS RELATED TO THE SUBJECT MATTER HEREOF THAT ARE NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.
  8. Indemnification. Seller shall indemnify, defend and hold NHR and its directors, officers and employees harmless from any damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorney's fees and court costs) arising out of Seller's breach of its obligations, representations or warranties under this Agreement.
  9. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, exclusive of conflicts of law provisions that would permit or require the application of the laws of another jurisdiction.
  10. Dispute Resolution and Arbitration. Any claim, dispute or controversy arising out of or relating to the Equipment or this Agreement (collectively, the "Claims") shall be resolved exclusively by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, conducted by three (3) arbitrators sitting in Los Angeles County, California. If any party institutes any judicial proceeding relating to any Claim, that action shall not be a waiver of the right of any party to require submission of such Claims to arbitration. The provisions of Title 9 of Part 3 of the California Code of Civil Procedure, including Section 1283.05 thereof, and successor statutes, permitting expanded discovery proceedings, shall be applicable to all disputes arbitrated pursuant to this Agreement.
  11. Notices. Any notice, approval or other communication to the other party under this Agreement must be submitted by facsimile, email, overnight express mail or certified or registered mail (postage prepaid, return receipt requested) to the contact details provided by the other party in the Purchase Order and shall be effective upon receipt.
  12. Miscellaneous. If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's performance shall be excused. This Agreement is made solely for the benefit of NHR and Seller and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement. The waiver of a provision, covenant, condition or right, or an extension of time, will be effective only if made in writing, and will not be construed as a subsequent waiver of the same or any other provision, covenant, condition or right, or an extension of any other time. Except as may be set forth in a written agreement signed between NHR and Seller, this Agreement constitutes the final, complete, and exclusive statement of the terms of the purchase and sale of the Equipment between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties. If NHR prevails in any action, suit, arbitration or proceeding arising from or based upon this Agreement, NHR shall be entitled to recover from Seller NHR's reasonable attorneys' fees in connection therewith in addition to the costs of such action, suit, or proceeding. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.

 

NHR Purchase Order Terms and Conditions - EMEA

  1. General Application. These terms and conditions, together with any Purchase Order setting forth the principal terms of any transaction which gives rise to payment between the parties (collectively, this "Agreement"), apply to the purchase of equipment specified in the Purchase Order (the "Equipment") by Network Hardware Resale, Ltd. or its subsidiaries (collectively, "NHR") from the person or entity identified as the seller in the Purchase Order ("Seller"). By accepting the Purchase Order Seller accepts and is bound by the terms and conditions of this Agreement.
  2. Purchase and Sale; Acceptance. NHR hereby agrees to buy, and Seller hereby agrees to sell to NHR, the Equipment in the amounts and as described in the Purchase Order for the price and on the terms set forth on the face of the Purchase Order and as further described herein.
  3. Prices and Payment; Taxes. All prices agreed for the Equipment are set forth in the Purchase Order. Payment for the Equipment shall be as set forth in the Purchase Order, or, if not set forth in the Purchase Order, shall be net 30 (30 days from the date the Equipment was tendered to NHR's common carrier for delivery to NHR). NHR shall pay all taxes, fees, duty, levy, or charges imposed by any governmental authority relating to the purchase of the Equipment.
  4. Shipment; Title and Risk of Loss. Unless otherwise set forth in the Purchase Order, shipping and handling are additional costs and will be set forth as a separate charge on the Purchase Order. For all purposes of this Agreement, title and risk of loss shall pass to NHR, and delivery shall be deemed completed, upon NHR's receipt of the Equipment at its specified location.
  5. Inspection and Acceptance of Goods. NHR shall, within fourteen (14) days after receipt by it of the Equipment, inspect the Equipment and if its inspection reveals any material defect, NHR shall have the right, within such seven day period, to revoke acceptance of any or all of the Equipment which in its sole and absolute discretion it determines is defective by delivering written notice as provided in Section 11 below to Seller. Any unit that displays an "Ilet authentication", "SMC message" and/or "credential file" error or field notice shall be considered defective and is subject to an immediate return. In the event NHR delivers notice of revocation for defective Equipment in accordance with the foregoing sentence, NHR shall not be required to pay for such Equipment that is the subject of such notice of revocation and Seller shall promptly refund any payments previously made by NHR with respect to such Equipment. NHR shall return such defective Equipment to Seller within a reasonable period of time following delivery of the notice of revocation to Seller. Failure by NHR to inspect the Equipment and deliver any written notice to Seller of any revocation of its acceptance of the goods within such seven (7) day period shall constitute NHR's acceptance of the Equipment, subject to the terms and conditions of this Agreement. After acceptance, NHR will not be entitled to revoke acceptance. For the avoidance of doubt, Equipment shall not be deemed to have been received by NHR until such Equipment has cleared customs and been made available to NHR at the delivery address.
  6. Product Warranty. Seller represents and warrants as follows: (i) Seller owns all right, title and interest in and to the Equipment, free and clear of any liens, claims, encumbrances or restrictions, (ii) the Equipment is in good operating condition, subject to normal wear and tear, and is of good, usable and merchantable quality, and (iii) the Equipment is genuine product of the manufacturer indicated on the Purchase Order, contains only authorized and genuine trademarks and technologies, and is properly available for import into and sale within the United States. Unless otherwise specified on the Purchase Order, the Seller shall honor the manufacturer standard warranty for all Equipment for a period equal to: (A) in the case of any new Equipment, the amount of time provided by the original manufacturer and (B) in the case of any used Equipment, one year from delivery.
  7. Representations and Warranties. Each of NHR and Seller represents and warrants to the other party that (a) it has the full authority and power to enter into the Agreement, (b) the execution and performance of this Agreement will not violate any obligation to a third party and (c) when executed, the Agreement is binding on such party. EXCEPT AS OTHERWISE STATED IN SECTIONS 6 AND ABOVE IN THIS SECTION 7, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS, WARRANTIES OR AGREEMENTS RELATED TO THE SUBJECT MATTER HEREOF THAT ARE NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.
  8. Indemnification. Seller shall indemnify, defend and hold NHR and its directors, officers and employees harmless from any damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorney's fees and court costs) arising out of Seller's breach of its obligations, representations or warranties under this Agreement.
  9. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, exclusive of conflicts of law provisions that would permit or require the application of the laws of another jurisdiction.
  10. Dispute Resolution and Arbitration. Any claim, dispute or controversy arising out of or relating to the Equipment or this Agreement (collectively, the "Claims") shall be resolved exclusively by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, conducted by three (3) arbitrators sitting in Los Angeles County, California. If any party institutes any judicial proceeding relating to any Claim, that action shall not be a waiver of the right of any party to require submission of such Claims to arbitration. The provisions of Title 9 of Part 3 of the California Code of Civil Procedure, including Section 1283.05 thereof, and successor statutes, permitting expanded discovery proceedings, shall be applicable to all disputes arbitrated pursuant to this Agreement.
  11. Notices. Any notice, approval or other communication to the other party under this Agreement must be submitted by facsimile, email, overnight express mail or certified or registered mail (postage prepaid, return receipt requested) to the contact details provided by the other party in the Purchase Order and shall be effective upon receipt.
  12. Miscellaneous. If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's performance shall be excused. This Agreement is made solely for the benefit of NHR and Seller and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement. The waiver of a provision, covenant, condition or right, or an extension of time, will be effective only if made in writing, and will not be construed as a subsequent waiver of the same or any other provision, covenant, condition or right, or an extension of any other time. Except as may be set forth in a written agreement signed between NHR and Seller, this Agreement constitutes the final, complete, and exclusive statement of the terms of the purchase and sale of the Equipment between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties. If NHR prevails in any action, suit, arbitration or proceeding arising from or based upon this Agreement, NHR shall be entitled to recover from Seller NHR's reasonable attorneys' fees in connection therewith in addition to the costs of such action, suit, or proceeding. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.

 

NHR Purchase Order Terms and Conditions - Singapore

  1. General Application. These terms and conditions, together with any Purchase Order setting forth the principal terms of any transaction which gives rise to payment between the parties (collectively, this "Agreement"), apply to the purchase of equipment specified in the Purchase Order (the "Equipment") by NHR Networks Singapore Pte,, Ltd. or its subsidiaries (collectively, "NHR") from the person or entity identified as the seller in the Purchase Order ("Seller"). By accepting the Purchase Order Seller accepts and is bound by the terms and conditions of this Agreement.
  2. Purchase and Sale; Acceptance. NHR hereby agrees to buy, and Seller hereby agrees to sell to NHR, the Equipment in the amounts and as described in the Purchase Order for the price and on the terms set forth on the face of the Purchase Order and as further described herein.
  3. Prices and Payment; Taxes. All prices agreed for the Equipment are set forth in the Purchase Order. Payment for the Equipment shall be as set forth in the Purchase Order, or, if not set forth in the Purchase Order, shall be net 30 (30 days from the date the Equipment was tendered to NHR's common carrier for delivery to NHR). NHR shall pay all taxes, fees, duty, levy, or charges imposed by any governmental authority relating to the purchase of the Equipment.
  4. Shipment; Title and Risk of Loss. Unless otherwise set forth in the Purchase Order, shipping and handling are additional costs and will be set forth as a separate charge on the Purchase Order. For all purposes of this Agreement, title and risk of loss shall pass to NHR, and delivery shall be deemed completed, upon NHR's receipt of the Equipment at its specified location.
  5. Inspection and Acceptance of Goods. NHR shall, within fourteen (14) days after receipt by it of the Equipment, inspect the Equipment and if its inspection reveals any material defect, NHR shall have the right, within such seven day period, to revoke acceptance of any or all of the Equipment which in its sole and absolute discretion it determines is defective by delivering written notice as provided in Section 11 below to Seller. Any unit that displays an "Ilet authentication", "SMC message" and/or "credential file" error or field notice shall be considered defective and is subject to an immediate return. In the event NHR delivers notice of revocation for defective Equipment in accordance with the foregoing sentence, NHR shall not be required to pay for such Equipment that is the subject of such notice of revocation and Seller shall promptly refund any payments previously made by NHR with respect to such Equipment. NHR shall return such defective Equipment to Seller within a reasonable period of time following delivery of the notice of revocation to Seller. Failure by NHR to inspect the Equipment and deliver any written notice to Seller of any revocation of its acceptance of the goods within such seven (7) day period shall constitute NHR's acceptance of the Equipment, subject to the terms and conditions of this Agreement. After acceptance, NHR will not be entitled to revoke acceptance. For the avoidance of doubt, Equipment shall not be deemed to have been received by NHR until such Equipment has cleared customs and been made available to NHR at the delivery address.
  6. Product Warranty. Seller represents and warrants as follows: (i) Seller owns all right, title and interest in and to the Equipment, free and clear of any liens, claims, encumbrances or restrictions, (ii) the Equipment is in good operating condition, subject to normal wear and tear, and is of good, usable and merchantable quality, and (iii) the Equipment is genuine product of the manufacturer indicated on the Purchase Order, contains only authorized and genuine trademarks and technologies, and is properly available for import into and sale within the United States. Unless otherwise specified on the Purchase Order, the Seller shall honor the manufacturer standard warranty for all Equipment for a period equal to: (A) in the case of any new Equipment, the amount of time provided by the original manufacturer and (B) in the case of any used Equipment, one year from delivery.
  7. Representations and Warranties. Each of NHR and Seller represents and warrants to the other party that (a) it has the full authority and power to enter into the Agreement, (b) the execution and performance of this Agreement will not violate any obligation to a third party and (c) when executed, the Agreement is binding on such party. EXCEPT AS OTHERWISE STATED IN SECTIONS 6 AND ABOVE IN THIS SECTION 7, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS, WARRANTIES OR AGREEMENTS RELATED TO THE SUBJECT MATTER HEREOF THAT ARE NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.
  8. Indemnification. Seller shall indemnify, defend and hold NHR and its directors, officers and employees harmless from any damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorney's fees and court costs) arising out of Seller's breach of its obligations, representations or warranties under this Agreement.
  9. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, exclusive of conflicts of law provisions that would permit or require the application of the laws of another jurisdiction.
  10. Dispute Resolution and Arbitration. Any claim, dispute or controversy arising out of or relating to the Equipment or this Agreement (collectively, the "Claims") shall be resolved exclusively by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, conducted by three (3) arbitrators sitting in Los Angeles County, California. If any party institutes any judicial proceeding relating to any Claim, that action shall not be a waiver of the right of any party to require submission of such Claims to arbitration. The provisions of Title 9 of Part 3 of the California Code of Civil Procedure, including Section 1283.05 thereof, and successor statutes, permitting expanded discovery proceedings, shall be applicable to all disputes arbitrated pursuant to this Agreement.
  11. Notices. Any notice, approval or other communication to the other party under this Agreement must be submitted by facsimile, email, overnight express mail or certified or registered mail (postage prepaid, return receipt requested) to the contact details provided by the other party in the Purchase Order and shall be effective upon receipt.
  12. Miscellaneous. If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's performance shall be excused. This Agreement is made solely for the benefit of NHR and Seller and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement. The waiver of a provision, covenant, condition or right, or an extension of time, will be effective only if made in writing, and will not be construed as a subsequent waiver of the same or any other provision, covenant, condition or right, or an extension of any other time. Except as may be set forth in a written agreement signed between NHR and Seller, this Agreement constitutes the final, complete, and exclusive statement of the terms of the purchase and sale of the Equipment between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties. If NHR prevails in any action, suit, arbitration or proceeding arising from or based upon this Agreement, NHR shall be entitled to recover from Seller NHR's reasonable attorneys' fees in connection therewith in addition to the costs of such action, suit, or proceeding. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.