INFRACORE LLC – RESELLER – TERMS AND CONDITIONS                                Effective: 1/1/2025

This Sales Agreement (“Agreement”) contains the terms and conditions that apply to any hardware, software, or subscription service purchase by you (including your employer and/or any of its affiliates, or any other entity on whose behalf you are acting, “you” or “Customer”) from Infracore, LLC (“Supplier”, “Infracore”, “we” or “us”) through Customer’s acceptance of a quotation, sales order, or by submission of a purchase order by Customer. By placing an order and/or submitting a purchase order to Infracore, LLC, Customer agrees to be bound by this Agreement. If Customer and an authorized representative of Infracore, LLC have both signed a separate purchase agreement or purchase order, then the separate agreement or purchase order shall govern, to the extent of any conflict between its terms and those of this Agreement.

OTHER DOCUMENTS

This Agreement incorporates the Infracore, LLC Privacy Policy, available at https://www.infracore.net/privacy/

CHANGES TO THIS AGREEMENT

Infracore reserves the right at any time to change the terms and conditions of this Agreement by posting a revised version to https://www.infracore.net/reseller-terms-and-conditions. All revisions to this Agreement will be effective for transactions that occur after the revised Agreement is posted.

ORDER ACCEPTANCE POLICY

Infracore is a reseller to end user customers and does not accept orders from computer dealers, exporters, wholesalers, or others who intend to resell the goods or services offered by Infracore. Orders are not binding on Infracore, until accepted by Infracore. Infracore reserves the right to accept or decline a Customer’s order for any reason. Customer’s receipt of an electronic or other form of order confirmation does not signify Infracore’s acceptance of Customer’s order, nor does it constitute confirmation of Infracore’s offer to sell. Until delivery of goods or performance of services Infracore reserves the right to reject any order (or any portion thereof to the extent goods remain undelivered or services remain unperformed), for any reason.

NOT FOR EXPORT/RESALE; APPLICABLE LAW

Customer represents and warrants that it is not purchasing goods for export and/or resale. Customer agrees to comply with all applicable laws and regulations, including but not limited to U.S. Commerce Department regulations and State Department restrictions governing export from the United States.

PURCHASE PRICE AND PAYMENT

Prices, specifications and availability of goods are subject to change without notice. Customer will pay the price established by Infracore for all goods ordered by Customer. Full payment shall be made before delivery of the goods, unless otherwise agreed in writing by Infracore. Any amount that Infracore agrees may be paid after delivery is due to Infracore within twenty-one (21) days after Customer receives Infracore’s invoice. In addition to the purchase price and any shipping costs, Customer will pay all taxes, including but not limited to sales, telecom, use, value added, gross receipts, privilege, excise and personal property taxes, levied on or measured by the purchase price or arising from the use of the goods and any parts or maintenance supplied. Prices do not – unless otherwise specified – include supplies (e.g., cartridges, paper, primer, ribbons, ink rollers, etc.). Customer agrees to pay interest on all past-due sums at the lesser of two-and-one-half percent (2.5%) per month or the highest rate allowed by law.

DELIVERY AND TITLE

Delivery of goods occurs when possession passes to Customer or Customer’s agent unless otherwise agreed in writing. Title to purchased goods passes to Customer upon delivery in all circumstances; provided, however that title to software and other licensed items will remain with the applicable licensor(s).

SHIPPING AND INSURANCE; RISK OF LOSS

Customer shall pay all shipping costs. Customer shall not return goods to Infracore unless permitted to do so hereunder. In the event that Customer returns goods, Customer shall insure, at Customer’s expense, all goods shipped in an amount at least equal to the purchase price of the goods. CUSTOMER ASSUMES ALL RISK OF LOSS WITH THE SHIPMENT OF RETURNED GOODS.

RETURNS POLICY

  • Software. All software sales are final; Customer has no right to reject software delivered by Infracore, except for a right, if any, conferred by the publisher to Customer in publisher’s warranties or license agreements for such software.

  • Non-software Goods. With respect to all goods other than software, unless Customer notifies the Infracore Procurement Department of Customer’s intent to return such goods within three (3) days after delivery, Customer and Infracore shall conclusively presume that the goods were delivered operable and in good repair and that Customer accepts the goods as delivered. Customer shall not return goods to Infracore unless Customer gives the Infracore Procurement Department notice of its intention to return goods and notice of any defects or discrepancies within three (3) days after delivery. After three (3) days from delivery to Customer, Customer must make any returns and/or replacement requests directly to the manufacturer in accordance with the terms of the manufacturer’s warranty.

  • Non-defective Goods. Infracore may, in its sole discretion, allow Customer to return non-defective goods, provided that Infracore must have prior written authorization from the manufacturers of such goods allowing Infracore to return such goods to manufacturers upon receiving them from Customer. Customer acknowledges that some manufacturers may not provide such authorization to Infracore and agrees that, in the event that Infracore does not have such authorization, Customer shall not be allowed to return such goods to Infracore. Customer agrees to pay a 20% restocking fee and all shipping costs related to its return of non-defective goods.

  • Returns Procedures. Before returning any goods, Customer must contact the Infracore Procurement Department by email at procurement@infracore.net and explicitly request a Return Merchandise Authorization number (RMA). No returns will be accepted without an RMA number. The RMA numbers are valid for fifteen (15) business days; goods for which they are issued must be returned to Infracore LLC at 11405 W Bernardo Ct, Suite 210, San Diego, CA 92127 within such period. The item(s) being returned must match the goods authorized for return and must be in the condition as represented by Customer to Infracore, along with the RMA number provided by Infracore. Returned goods must be in their original condition (no dents, scratches, etc.) and in their original packaging, with all original accessories, power cords, manuals, software, parts and other documents that shipped with the goods. Returned goods that are not in their original condition or are missing any parts or other items will be charged back to Customer. Due to limited stock, replacement goods may not be available and cannot be guaranteed.

  • Restocking Fee: If in any case Infracore has approved a return of open boxes, Infracore may charge a 15% to 25% restocking fee depending upon the item.

  • Freight Damaged products: The Package/shipments which have been damaged at the time of delivery should be immediately rejected or signed damaged on carrier receipt. In case the damaged products have already been received, Customer must notify Infracore (procurement@infracore.net) within 3 days of delivery to arrange for a carrier inspection and a pickup of the damaged Products.

  • Defective/Dead on Arrival (DOA): Report DOAs to Infracore (procurement@infracore.net) within 3 days of receipt of shipment. Some manufacturers require DOAs to be handled directly through them. In such cases, Infracore will provide the manufacturer’s contact information and end user will have to contact Manufacturer directly.

  • Warranty: For Products with manufacturer warranty, Customer shall directly contact the manufacturer to request warranty service.

  • Non-returnable product: The following Products cannot be returned to Infracore:

    • Discontinued items.

    • Items for which manufacturers will not accept returns.

    • Custom build or configurations orders.

    • Phased-out, remanufactured and refurbished Products.

PURCHASE MONEY SECURITY INTEREST

Customer hereby grants to Infracore and Infracore hereby reserves, a purchase money security interest in all goods purchased hereunder, and in any proceeds thereof, to secure the unpaid purchase price of such goods, if any. Upon request by Infracore, Customer shall execute any instrument required to establish such security interest. Payment in full of an invoice by Customer for the total of the purchase price as shown on the invoice shall release the security interest of Infracore on the invoiced goods.

SOFTWARE LICENSES AND SUBSCRIPTIONS

All software and subscription services are provided subject to any publisher’s license agreement(s) and/or end user agreement(s) that are provided with them. Customer will be bound by all such licenses and/or end user agreements.

  1. Pricing Subject to Change: The pricing set out in Infracore’s quote is subject to change if the manufacturer changes its pricing to Infracore.

  2. Subscription Modification Licenses and/or Subscription quantities: Quantities can be increased anytime during the contract and will be billed accordingly. Cancelation of any subscription will depend on Publisher’s terms and conditions. For Microsoft specifically:

    1. Annual Commitment: Licenses and/or Subscription quantities can be decreased only within 7 days of increase/order, and only up to the amount of the increase/order. After this, Customer can only decrease the quantities on an anniversary date of the subscription.

    2. Month to Month Commitment: Licenses and/or Subscription quantities can be decreased only within 7 days of increase/order, after this customer can only decrease the quantities on a monthly anniversary date of the subscription.

  3. Right to Use: Subject to the terms and conditions of this Agreement, Infracore and its suppliers grant Customer the right to access and use the Services and to install and use any software included with Customer’s subscription for the Services, as further described in this Agreement. Infracore and its suppliers reserve all other rights.

  4. Prohibited Activities: Customer may use the Services only in accordance with this Agreement. Customer may not reverse-engineer, decompile, disassemble, or work around technical limitations in the Services, except to the extent applicable law permits it despite these limitations. Customer may not disable, tamper with, or otherwise attempt to circumvent any mechanism that meters Customer’s use of the Services. Customer may not rent, lease, lend, resell, transfer, or host the Services, or any portion thereof, to or for third parties.

  5. Acceptable Use: Customer shall comply with the then current acceptable use policy for the Services. Neither Customer, nor those that access any Services through Customer, may use the Services (a) in a way prohibited by law, regulation, governmental order or decree; (b) to violate the rights of others; (c) to try to gain unauthorized access to or disrupt any service, device, data, account or network; (d) to distribute spam or malware; (e) in a way that could harm the Services or impair anyone else’s use of it; or (f) in any application or situation where failure of the Services could lead to the death or bodily injury of any person, or to severe physical or environmental damage. Customer agrees that any violation of the terms of this section may result in Infracore or its suppliers immediately suspending Customer’s use of the Services without liability to Customer.

  6. Customer Data: Customer is solely responsible for the content of all data (including all text, sound, video, image files, and software) that are provided by or on behalf of Customer through use of the Services (“Customer Data”). Customer will secure and maintain all rights in Customer Data necessary for the Services to be provided to Customer without violating the rights of any third party or otherwise obligating Infracore or its suppliers to Customer or to any third party. Customer is responsible for creating, maintaining, testing and restoring backup copies of Customer Data. Infracore and its suppliers do not and will not assume any obligations with respect to Customer Data or to Customer’s use of the Services other than as expressly set forth in this Agreement or as required by applicable law.

  7. Responsibility for Customer’s Accounts: Customer is responsible for maintaining the confidentiality of any authentication credentials associated with Customer’s use of the Services. Customer is responsible for the actions of all individuals who use the Services through Customer’s account.

  8. Fees and Payment: The initial fees for the Services are set forth on the applicable Infracore quote. Fees for additional Services shall be charged by Infracore at its then current rates. Customer shall pay all sales, use, value added, or other applicable taxes, duties, or similar charges except income taxes of Infracore. All payments are due within twenty-one (21) days after the date of Infracore’s invoice. Any amounts not paid when due shall accrue interest at 2.5% per month or the maximum amount allowed by law, whichever is less. Customer is liable to Infracore for all reasonable fees and expenses, including reasonable attorney’s fees, collection agency fees, and other costs that Infracore may incur to collect invoiced amounts.

  9. Overage. Any overages, if applicable, will be charged at current rates, in arrears, which Customer is liable to pay.

MANUFACTURER WARRANTIES

Infracore does not warrant the performance or integrity of any goods (including software) but merely passes through to Customer the end-user warranty (if any) provided by the manufacturer to the extent that Infracore is permitted to do so. Infracore assigns to Customer, upon delivery, all rights of Infracore, if any, under any warranty of the manufacturer makes available to Infracore for all goods purchased by and delivered to Customer, to the extent that the manufacturer permits such assignment. Manufacturers’ warranties vary from product to product. Manufacturer information is subject to change without notice.

DISCLAIMER OF WARRANTIES

All goods and services provided by Infracore are provided “as is” without warranty of any kind except those expressly conferred by the manufacturer. Infracore disclaims all warranties, either express, implied or statutory, including without limitation warranties of merchantability, fitness for a particular purpose and noninfringement.

LIMITS OF LIABILITY

In no event shall Infracore LLC, its parent, subsidiaries or affiliates, or their respective officers, directors, employees, representatives or agents, be liable for any damages whatsoever, including direct, indirect, incidental, consequential, loss of business profits or special damages, however caused, arising from the use of, or inability to use, any goods or services, even if Infracore or its suppliers have been advised of the possibility of such damages. Some states do not allow the exclusion or limitation of liability for consequential or incidental damages so the foregoing limitation may not apply to the extent such state’s law is applicable to this agreement. Customer agrees that customer’s sole remedy shall be to return goods in accordance with the terms of this Agreement and, if applicable, to obtain a refund of the amount of the purchase price paid by customer to Infracore, less all sums, if any, Customer owes to Infracore.

DELAYS IN PERFORMANCE

Any delivery times provided by Infracore are estimates only. Infracore shall not be liable for delivery delays, nor shall Infracore be liable for any delay in performance due to unforeseen circumstances or to causes beyond its control including, but not limited to, acts of nature, acts of government, labor disputes, delays in transportation and delays in delivery or inability of suppliers to deliver.

ALTERATION OR ATTACHMENT TO THE GOODS

Any alteration, modification, addition, improvement or attachment to the goods (“Alteration”) not authorized in writing by Infracore shall be solely at Customer’s expense and risk. In the event of any such unauthorized Alterations, every warranty under this Agreement, including without limitation any warranty of merchantability or fitness of use that may be implied despite Infracore’s express disclaimer of any such warranty, shall be deemed waived by Customer and null and void, and Infracore shall have no obligation to Customer under any such warranty, nor will Customer be able to return altered goods at any time.

DEPOSIT

Without limiting any rights available to Infracore, in the event that Infracore accepts a deposit from Customer for goods ordered, if Customer fails to meet any schedule of payments listed on the invoice, or to complete the purchase for any reason other than for cancellation of goods not delivered, Infracore will have the right to, within one hundred and twenty (120) days of the deposit date, retain all cash, checks and credit card deposits as liquidated damages; and

GOVERNING LAW; VENUE

This Agreement shall be governed by the laws of the State of California without regard to conflicts of laws rules. Wherever a term defined by the Uniform Commercial Code (the “Code”) is used in this Agreement, the definition contained in the Code as adopted by the State of California on the date of this Agreement is to control. All sales shall be deemed made in the State of California, U.S.A. regardless of Customer’s location. Customer agrees that any dispute with Infracore arising out of Customer’s purchase from Infracore shall be brought by Customer exclusively in the state or federal courts situated in the County of San Diego in the State of California; and Customer hereby agrees that such venue is appropriate and that Infracore’s agreement to sell and deliver goods to Customer is dependent on this provision.

ASSIGNMENT AND DELEGATION

This Agreement is not assignable by Customer without written permission from Infracore. Any attempt at assignment without such permission is void.

 SEVERABILITY

If any provision herein is held to be invalid, illegal or unenforceable for any reason, such invalidity, or illegality shall be severed, but without in any way affecting the remainder of such provision or other provisions contained herein, all of which shall continue in full force and effect.

HEADINGS

The headings used in this Agreement are for reference only and shall not affect the construction of this Agreement.

ENTIRE AGREEMENT

This Agreement and the documents expressly incorporated herein constitutes the entire agreement concerning the sale of goods, software and subscription services by Infracore. This Agreement supersedes all prior and contemporaneous agreements, written or oral, concerning the terms and conditions of sales of goods, software, and subscription services by Infracore. No agent, employee, or representative of Infracore has any authority to bind Infracore to any representation or warranty concerning the goods and services that is not included in the terms and conditions of this Agreement. These terms and conditions may not be modified or rescinded except in a document signed by Customer and Infracore by their authorized agents. A waiver in one instance by Infracore of any right granted by law or by the terms and conditions of this Agreement shall not constitute a waiver in any other instance.