Sidechain Terms and Conditions of Sale
These terms and conditions of sale (“Sales Terms”) constitute a binding contract between Buyer and Sidechain Security. or its affiliates and subsidiaries (Sidechain). By placing and order with Sidechain or otherwise accepting delivery of any Products from Sidechain, Buyer agrees to be bound by and accepts these Sales Terms, as in effect at the time of order placement.
These Sales Terms constitute the entire agreement between Buyer and Sidechain relating to the Sales Terms of products and services. Buyer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting Sidechain at the address provided below.
Buyer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. Buyer agrees that the Sales Terms contained herein and in Sidechain’s invoice or other documentation will control. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Sales Terms or any purchase order or invoice related thereto.
Orders. Orders are not binding upon Sidechain until accepted by Sidechain.
Price. Quoted prices are valid only for the period of time specified in the quote, if any, and to the extent prices have been quoted in other than US Dollars, are subject to change for currency fluctuations. Unless expressly noted on a quote or invoice, prices do not include, and Buyer is responsible for, any and all taxes, handling, shipping, transportation, duties or other charges or fees relating to the sale and delivery of Products. Exemption certificates, valid in the place of delivery, must be presented to Seller prior to shipment if they are to be honored. Seller’s acceptance of Buyer’s order occurs at time of shipment, except for non-standard products.
Payment. Payment terms are specified when Buyer’s account is established and are subject to change from time to time. Sidechain has the right to modify, increase, decrease or terminate Buyer’s credit privileges and terms at any time without prior notice to Buyer. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice. Sidechain may invoice parts of an order separately. Buyer agrees to pay interest on all past-due sums at the lower of one and one-half percent (1 1/2%) per month or at the highest rate allowed by law. Buyer may not deduct any amounts owing from any invoice. Any sales, use or other applicable tax is based on the location to which the order is shipped. In the event of a payment default, Buyer will be responsible for all of Sidechain’s costs of collection, including court costs, filing fees and attorney’s fees.
Shipment. Shipment and transportation charges will be in accordance with Seller’s shipping policy at the time of shipment. Title and risk of loss transfer to Buyer upon delivery of Products to the carrier. If Buyer directs Seller to bill transportation to a third-party account number or to ship “freight collect,” Buyer is responsible for all transportation and accessorial charges associated with the order, and is responsible for product loss and damage in transit claims with the Buyer’s carrier. Seller is not liable for any Buyer requirements not stated in these Sales Terms. Within three days of delivery Buyer must provide detailed notification to Seller of any visible damage. Buyer will notify Seller of any claimed shortages or discrepancies within 30 days of invoice or waives its right to such claim.
Export Sales. Buyer agrees that it will not export, re-export, directly or indirectly, any United States origin commodities, technology/technical data or software acquired from Sidechain, or any direct product of that technical data: (i) in violation of the export laws and regulations of the United States, including but not limited to, the Bureau of Industry and Security Export Administration Regulations and the regulations of the Treasury Department’s Office of Foreign Assets Control or any other relevant national government authority; (ii) to any country for which an export license or other governmental approval is required at the time of export, without first obtaining all necessary export licenses or other approvals; (iii) to any country or national or resident of a country to which trade is embargoed by the United States; (iv) to any person or firm on any government agencies Restricted Party List, including, but not limited to the U.S. Department of Commerce’s Table of Denial Orders or Entities list, or U.S Treasury Department’s list of Specially Designated Nationals; or (v) for use in any sensitive nuclear, chemical or biological weapons, or missile technology end-uses unless authorized by the U.S. Government by regulation or specific license. In addition, manufacturers’ warranties for exported products may vary or may be null and void for products exported outside the United States. Sidechain makes no representations regarding warranty coverage, compatibility or serviceability for Products that are used outside the United States.
(a) Products. Sidechain is a reseller of information technology products, which includes hardware, software and firmware (“Products”). Buyer understands that Sidechain is not the manufacturer of the Products purchased by Buyer hereunder, and the only warranties offered are those of the manufacturer, not Sidechain. In purchasing the Products, Buyer is relying on the manufacturer’s specifications and services descriptions only and is not relying on any statements, specifications in brochures, photographs or other illustrations representing the Products that may be provided by Sidechain.
(b) Services. With respect to any services provided by Sidechain (“Sidechain Services”), Sidechain represents and warrants that the Sidechain Services will be performed in a professional and workmanlike manner, in accordance with industry standards. Buyer acknowledges and agrees that, in some instances, Sidechain may act as a reseller of certain original equipment manufacturer (“OEM”) services, such as maintenance, support and advanced services (“OEM Services”). Sidechain is not the provider of the OEM Services, and OEM Services are purchased pursuant to the terms and conditions offered by the provider of such services. Upon Buyer’s request, Sidechain will obtain a copy of such terms from the provider. The OEM Services providers are not agents of Sidechain. The third party service provider is the only party responsible for providing OEM Services to Buyer. Buyer will look solely to the third party service provider for any loss, claims or damages arising from or relating to the purchase or provision of the OEM Services. Buyer hereby releases Sidechain and affiliates from any and all claims arising from or relating to the purchase or provision of any OEM Services. Services may be subject to tax.
(c) Disclaimer. Sidechain EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO ANY PRODUCT OR SERVICE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHATSOEVER. ALL INFORMATION IS PROVIDED TO BUYER “AS IS.”
Indemnification. Sidechain is not responsible for and has no duty to defend, indemnify, or hold harmless Buyer, its affiliates or any other party, from or against any claims for breach of security, loss of data, or infringement of intellectual property rights related to the manufacture, sale or use of the Products or Services by Sidechain or its vendors. Buyer will indemnify, defend and hold harmless Sidechain and its vendors from and against any claim, demand, liability, cost or expense arising from: (a) Buyer’s use, marketing, distribution or sale of products in a manner other than as specified in product/service descriptions or specifications; (b) Sidechain’s or its vendor’s compliance with designs, specifications, or instructions provided by Buyer; or (c) Buyer’s breach of these sales terms.
Software & Licensing. Software Product resold under these Sales Terms, as well as related maintenance or support services, will be governed by either the license agreement between Buyer and the original equipment manufacturer (OEM) or, if no such agreement exists, the OEM’s standard license and support agreements, which Sidechain will forward to Buyer at the time of delivery of the Product, when provided to Sidechain by the OEM. Sidechain acknowledges that all such separate terms and conditions, rights and responsibilities by and between OEM and Buyer will pass to any order placed by Buyer hereunder, provided that Buyer acknowledges that Sidechain is not a party to any such terms between Buyer and OEM and Buyer agrees to look solely to the OEM for satisfaction of any and all license support claims or obligations related to that OEM’s Product, but may request assistance from Sidechain with their claim, which assistance Sidechain shall use commercially reasonable efforts to provide.
Limitation of Liability. Neither Sidechain nor its affiliates will be liable for lost profits, loss of business or other consequential, special, indirect or punitive damages, even if advised of the possibility of such damages, or for any claim by any third party. Neither Sidechain nor its affiliates will be liable for products not being available for use or for lost or corrupted data or software or the provision of OEM services. In no event will Sidechain’s liability with respect to the purchase and sale of products, Sidechain services, OEM services, or otherwise under these sales terms exceed the dollar amount paid by customer for the product(s), Sidechain service(s) or OEM service(s) giving rise to the claim.
Force Majeure. Sidechain will not be responsible for any delays in delivery which result from any circumstances beyond its control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency.
Returns. Sidechain does not accept the return of products for refund, credit, exchange, or any other purpose.
Damaged Product. If Buyer receives damaged products, please refuse the products upon original delivery attempt. If damaged products are accepted from the carrier, such damage should be noted on the carrier delivery record. Please save the product and the original box and packaging and notify Sidechain immediately to arrange for a carrier inspection and a pick up of damaged products. Please notify Sidechain email@example.com WITHIN THE FIRST 10 DAYS of receipt and identify the damaged products. Timely receipt of this information is necessary for Sidechain to file a damage claim.
Restrictions. Buyer may not alter or modify the Products in any way or combine the Products with any other product or material not authorized by Seller and the applicable Product Vendor. All Products delivered to Buyer may have additional restrictions on their distribution or use. Buyer is solely responsible for ensuring its adherence to any and all such restrictions.
Relationship. Buyer and Seller are independent contractors. Nothing stated in these Sales Terms will be construed as creating the relationship of employer/employee, franchisor/franchisee, partners or principal/agent between the parties. Neither party will make any warranty, guarantee or representation, whether written or oral, on the other party’s behalf.
Governing Law. These Sales Terms (and any agreement into which they are incorporated) will be construed, interpreted and enforced exclusively under and in accordance with the laws of the State of Oregon, excluding its conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Sales Terms.
Notices. All notices, requests, demands, and other communications must be in writing and may be given by (i) personal delivery, (ii) registered or certified mail, return receipt requested, or via nationally recognized courier services to the party at the address of the party, at its official corporate address, or (iii) email to [seller] subsequently to be confirmed in writing (including by email). Notices to Seller will be sent to: Seller, [address] Attn: Legal Department.
Publicity. Except for any announcement intended solely for internal distribution by either party or any disclosure required by legal, accounting, or regulatory requirements, all media releases, public announcements, or public disclosures by either party or its employees or agents relating to these Sales Terms, the relationship between Seller and Buyer, or including the marks of the other party or any affiliate of that party, must be approved in writing by the other party prior to release.
Assignment. Buyer may not assign or delegate its rights or duties under these Sales Terms, by operation of law or otherwise, in whole or in part, without the prior written consent of Seller. Any change of control of Buyer will be deemed an assignment. Any attempted assignment without that consent will be null and void without any force or effect.
Validity. If any provision of these Sales Terms is held to be unenforceable, the enforceability of the remaining provisions will not in any way be affected. Failure or delay of either party to exercise a right under these Sales Terms will not operate as a waiver, nor will any single or partial exercise of a right preclude any other future exercise of that right. The parties agree to use electronic signatures and that their respective electronic signatures will be legally enforceable.
Sidechain is a distributor and Value Added Reseller of Commercial Items as defined in FAR 2.101. Only those FAR and DFAR clauses which are required to be inserted in subcontracts for Commercial Items and which the OEM has agreed will apply to these Sales Terms. Accordingly, Sidechain is exempt from the Cost Accounting Standards under 48 CFR 9903.201-1(b)(6).
- License Terms: Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 7202-4, end user(s) must accept the terms of all End-User-License-Agreement(s), Terms of Service, Terms of Sale, Support Terms, Maintenance Terms and similar legal instrument(s) (collectively, “EULA”), prior to using any products and services provided by Sidechain.
- Regulatory Compliance: Sidechain relies solely on the information provided by the Manufacturer, its Distributor(s), Licensor(s), and Service Provider(s) when completing and complying with any representations and certifications, reporting requirements and regulatory compliance matters related to the deliverables. These include:
- The Trade Agreements Act (“TAA”) compliance status of the items listed on the quote is the most current information available from the Manufacturer.
- Electronic & Information Technology (“EIT”) Accessibility Requirements of Section 508 of the Rehabilitation Act of 1973 (“Section 508”). Upon request, Sidechain will request a Manufacturer’s Voluntary Product Assessment Template (“VPAT”) that discloses compliance with Section 508.
- Sidechain must separately acknowledge compliance with additional requirements such as Energy Star, EPEAT, IPv6, NIST, FIPS, FISMA, HIPAA, and similar requirements.
- Sidechain offers no certifications, whether expressed or implied, as to the accuracy or completeness of the information provided by the Manufacturer.
- Counterfeit Parts: To meet Counterfeit Electronic Parts Detection & Avoidance System requirements, Sidechain sources exclusively from the Manufacturers or Manufacturer Authorized Distribution channels.
- Conflict Minerals: Sidechain is a privately held Value Added Reseller of Technology hardware, that provides its own logistics and professional services, and is not subject to Section 1502 of the Dodd-Frank Act (“Section 1502”). Sidechain will, upon written request, provide a reporting template to any non-public Manufacturers that are not already participating in programs to avoid the use of conflict minerals in compliance with Section 1502.
- Executive Compensation Reporting: Sidechain’s revenue from Federal sources in the prior fiscal year did not exceed the threshold in FAR 52.204-10(d)(1)(i)(a), exempting Sidechain from the executive compensation reporting requirements of FAR 52.204-10.
Survival. No termination of these Sales Terms will affect any rights or obligations of either party: (i) which are vested pursuant to these Sales Terms as of the effective date of such termination; or (ii) which, by their sense and context are intended to survive completion of performance or termination of these Sales Terms, including, without limitation, Confidentiality, Warranties / Indemnities, and Limitation of Liability, all of which will survive.
Entire Agreement; Amendment. These Sales Terms are intended to be the sole and complete statement of the obligations and rights of the parties as to all matters covered hereunder, and supersede all previous understandings, agreements, negotiations and proposals relating thereto. These Sales Terms may only be amended by written agreement of Buyer and Seller.