Terms and Conditions
Updated: May 2023
These Products and Services General Terms and Conditions (“General Terms”) are binding for all purchases and provisions of Products (defined below) by the entity placing an order (“Customer”) and ITAD360, a Texas corporation (“ITAD360”). Unless otherwise agreed in writing and signed by an authorized representative of ITAD360 or its applicable subsidiary, these General Terms are effective for all transactions and can be found on ITAD360’s website at www.itad360.com at the time of sale or procurement.
- Definition of Products
1.1. Hardware: All products offered by ITAD360 other than Services or Software.
1.2. Software: All software applications or functionality provided in any format, including subscription access, modifications, customizations, and updates created by the Vendor, and any third-party software or applications embedded in or included with the software products. Software is licensed or subscribed to as a service.
1.3. Services: Services provided by a Vendor, ITAD360, or ITAD360’s subcontractor, which may be offered as a SKU or described in a Statement of Work (SOW), subject to additional terms as set forth therein.
- Acceptance of General Terms
By ordering any Product, Customer agrees to be bound by and comply with these General Terms.
- Credit
3.1. Credit Terms: Customer’s payment terms and credit line will be specified by ITAD360 when Customer establishes its account and are subject to change at ITAD360’s discretion.
- Orders
4.1. Resale:
- Customer must sell Products within the authorized territory and comply with all trade policies, export control laws, and regulations.
- Customer shall provide territory information upon request by ITAD360.
- Reselling outside the authorized territory requires ITAD360’s prior written approval.
4.2. End Use:
- Customer agrees to Vendor’s agreements, policies, and terms.
- Customer may not copy, modify, sublicense, assign, or reverse engineer Products.
- All Software is governed by Vendor terms.
- ITAD360 is not responsible for Software warranties.
4.3. Additional Terms: Specific Product descriptions may have additional terms and conditions.
- Price
Customer purchases Products at prevailing prices at the time of shipment. Quoted prices are subject to change without notice. Prices do not include taxes, fees, or duties. Customer is responsible for all applicable taxes.
- Payment
Customer agrees to pay charges per invoice according to the established payment terms. Customer may not set-off any sum ITAD360 owes Customer. Late payments accrue interest at 1.5% per month or the highest rate allowed by law.
- Third-Party Marketplaces
If Customer purchases Products through a third-party marketplace or platform, these General Terms apply.
- Payment Obligations
Customer’s payment obligations are not dependent on third-party payments, and Customer remains liable for payment to ITAD360.
- Transportation
9.1. Delivery Terms: Hardware deliveries to U.S. destinations (excluding territories and possessions) will be FOB origin from ITAD360’s designated location. Deliveries outside the U.S. will be Ex Works (Incoterms 2020). Risk passes to Customer upon ITAD360’s delivery to the transportation provider.
9.2. Shipment Alterations: Customer may not change shipment destination without ITAD360’s written consent once transportation commences. ITAD360 may arrange transport on its account, with charges added to Customer’s invoice according to ITAD360’s transportation policy, unless waived in writing.
9.3. Additional Charges: ITAD360 is not responsible for transportation charges such as spotting, switching, demurrage unless agreed in writing. ITAD360 is not liable for delivery delays or partial/early deliveries. If Customer directs ITAD360 to charge transportation fees to a third-party account or ships “freight collect,” Customer assumes responsibility for transportation charges and cargo loss/damage claims.
9.4. Delivery Acceptance: Customer or consignee must accept all shipments, including partially damaged or short shipments. Written acknowledgment from the transportation provider is required for shortages, loss, damage, or nonconformance. Customer must notify ITAD360 in writing of shortages or non-conforming Products within three days of receipt; otherwise, Products are considered accepted.
9.5. Cargo Claims: Customer is responsible for filing cargo loss, damage, or delay claims with the transportation provider. ITAD360 may assist with claim filing upon request, limited to providing necessary information and documentation. Claims must be filed within nine months of delivery or the date the shipment should have been delivered. Lawsuits for cargo claims must be filed within two years of claim denial by the transportation provider.
- Returns
10.1. Return Eligibility: Customer may only return Products as permitted in these General Terms. Damaged Products post-receipt are non-returnable, and prices/fees are non-refundable.
10.2. Return Process: Customer must follow ITAD360’s current returns processing guidelines to receive credit for returned Products. A valid return merchandise authorization number (“RMA”) from ITAD360 is required for all returns. ITAD360 is not obligated to issue RMAs.
10.3. Return Conditions: All Product returns to ITAD360’s facility are FOB destination. Title and risk transfer to ITAD360 upon receipt of returned Products. Products must be returned in original packaging and unused, resalable condition unless defective. Restocking fees may apply if return conditions are not met.
- Warranties/Indemnities
11.1. Product Warranties: ITAD360 is not the manufacturer of Products; warranties are provided by the Vendor. ITAD360 disclaims all representations, warranties, and covenants. Products are provided “AS IS.”
11.2. Product Use: Customer shall not use or resell Products in ways not permitted by the Vendor, especially for inherently dangerous uses or for nuclear, aviation, mass transit, or medical applications.
11.3. Vendor Warranties: ITAD360 may pass on Vendor warranties, indemnities, and remedies to Customer, including those related to intellectual property. Customer’s sole remedy is afforded by the Vendor.
11.4. Services Warranty: Services by ITAD360 are performed professionally and in accordance with the applicable quotation or SOW. Customer may request re-performance of non-conforming Services within the warranty period.
11.5. Indemnification: Customer will indemnify, defend, and hold ITAD360, its affiliates, and vendors harmless from any claims, liabilities, losses, or expenses arising from Customer’s use, sale, or breach of these General Terms, or any violations of applicable laws. ITAD360 is not responsible for indemnifying Customer against product liability, security breaches, data loss, or intellectual property infringement claims.
- Limitation of Liability
12.1. Exclusions: ITAD360 shall not be liable for:
(i) Failure to allocate or reserve any Product for Customer.
(ii) Failure to deliver Products within a specified time period.
(iii) Availability and/or delays in delivery of Products.
(iv) Discontinuation of Products, product lines, or any part thereof.
(v) Cancellation of any orders.
(vi) Shortages on shipments of Product shipped under seal where the seal is not intact upon delivery by the transportation provider.
12.2. Liability Cap: ITAD360’s liability for damaged or defective Products shall be limited to the return rights outlined herein. Customer agrees that ITAD360’s liability for damages arising under these General Terms, whether in contract, tort, or otherwise, shall not exceed the net amount paid by Customer to ITAD360 for the specific Product subject to the claim.
12.3. Exclusion of Certain Damages: To the fullest extent permitted by law, Customer waives any claims for indirect, special, punitive, exemplary, or consequential damages, including lost revenues or profits, injury to persons or property, business interruption, damage to business reputation, loss of goodwill, loss of data, or security breaches, regardless of the basis for such claims.
12.4. Survival: This limitation of liability provision shall survive any termination of these General Terms. The obligations of ITAD360 and its subsidiaries are separate, and no joint and several liability shall arise among them.
- Publicity
Except for internal announcements or legal, accounting, or regulatory disclosures, all media releases, public announcements, or public disclosures regarding these General Terms, the relationship between ITAD360 and Customer, or any use of the other party’s marks must be approved in writing by the other party before release.
- Public Sector
When purchasing Products for resale to or in support of public sector customers, Customer agrees to provide applicable public sector customer requirements to ITAD360 when requesting quotes or placing orders. Customer must send these terms, including the procuring or receiving government agency and, if available, the prime contract number. Receipt of these terms does not constitute acceptance. Any acceptance inquiries should be directed to ITAD360.
- Support, Site Access, and Security Requirements
Customer must provide written guidance for security requirements for access to facilities, systems, and networks related to the performance of an order. This guidance should encompass all security requirements, including those for personnel. For public sector customers, a Form DD-254, as applicable, should be provided. All requirements will be communicated to the Vendor.
- Data Privacy
Customer grants ITAD360 and Vendors a limited right to use electronic data related to Customer or Customer’s users and customers solely for providing the Products. Customer must ensure proper consent or legal basis for providing this information. Processing of Data will be subject to ITAD360’s Privacy Statement.
- Intellectual Property
No intellectual property rights are granted herein, except as expressly stated. Property developed by Customer using ITAD360’s Services belongs to ITAD360. This includes service connectors used for interacting with such Services.
- Inspection of Records
Customer shall allow inspection of records by ITAD360’s authorized agents or representatives and audit of all charges and reimbursements within these General Terms. ITAD360 shall provide at least 10 days’ notice before inspection.
- Restrictions
Customer must adhere to all applicable Vendor terms, channel policies, and program requirements, including restrictions on Product use, distribution, resale, and territory. Unauthorized alterations or modifications of Products are prohibited.
- General
20.1. Force Majeure: Neither party shall be responsible for delays due to events of force majeure.
20.2. Compliance with Laws: Both parties shall abide by all applicable laws and regulations.
20.3. Anti-Corruption: Neither party shall make any improper payments to government officials to influence decisions. Export control requirements shall be communicated when applicable.
20.4. Independent Contractors: The parties are independent contractors and not in an employment, franchise, partnership, or agency relationship.
20.5. Governing Law: These General Terms are governed by the laws of the State of California. Any disputes shall be resolved in the state and federal courts of Orange County, California.
20.6. Costs and Expenses: Customer shall pay ITAD360’s costs and expenses for enforcing these General Terms.
20.7. Notices: Notices shall be in writing, sent to the official corporate addresses of the parties.
20.8. Assignment: Customer may not assign its rights or duties under these General Terms without ITAD360’s written consent.
20.9. Binding Effect: These General Terms are binding upon the parties and their respective successors and assigns.
20.10. Severability: If any provision is unenforceable, the remaining provisions remain valid.
20.11. Waiver: Failure or delay in exercising a right does not constitute a waiver.
20.12. Electronic Signatures: Electronic signatures are legally enforceable.
20.13. Survival: Certain provisions, including Confidentiality, Warranties/Indemnities, and Limitation of Liability, shall survive termination.
20.14. Modification: ITAD360 may modify these General Terms, with updates effective upon posting on the Site. Continued orders signify Customer’s acceptance of the updated terms.