HARDWARE GROUP USA, LLC

(FORMALLY HARDWARE GROUP, LLC)

TERMS AND CONDITIONS

 

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.  YOUR PURCHASE OF GOODS AND SERVICES FROM HARDWARE GROUP USA, LLC IS SUBJECT TO THESE TERMS AND CONDITIONS.  BY ESTABLISHING A HARDWARE GROUP ACCOUNT, YOU AGREE THAT THESE TERMS AND CONDITIONS REPRESENT THE ENTIRE AGREEMENT CONCERNING THE PURCHASE OF GOODS AND SERVICES FROM HARDWARE GROUP USA, AND THAT THESE TERMS AND CONDITIONS SUPERSEDE ALL PRIOR PROPOSALS, REPRESENTATIONS, OR UNDERSTANDINGS WITH RESPECT TO YOUR PURCHASE OF GOODS AND SERVICES FROM HARDWARE GROUP USA.  NO OTHER COMMUNICATION WILL BE CONSTRUED AS, OR CONSTITUTE, A WAIVER OF THESE TERMS AND CONDITIONS, OR ACCEPTANCE OF ANY ADDITIONAL TERMS, CONDITIONS OR SPECIFICATIONS, AND HARDWARE GROUP USA HEREBY OBJECTS TO ANY SUCH ADDITIONAL OR CONTRARY TERMS, CONDITIONS OR SPECIFICATIONS.

 

  1. DEFINITIONS
    1. “Force Majeure” means any event or condition, not existing as of the date of signature of this Agreement, not reasonably foreseeable as of such date and not reasonably within the control of either party, that prevents in whole or in material part, the performance by one of the parties of its obligations under this Agreement or which renders the performance of such obligations so difficult or costly as to make such performance commercially
    2. “Hardware Group” means Hardware Group USA, LLC.
    3. “Normal Working Hours” means 8:30 am to 6:00 pm on a Working Day, U.S. Central Standard Time;
    4. “Working Day” means Monday to Friday, excluding holidays recognized by Hardware Group;
    5. “Open Online” or “website” means the Hardware Group internet website, accessed through the address www.Hardware Group;
    6. “Customer” means a customer of Hardware Group.
    7. “Administrator” means the person who is charged to administrate and authorize Users on behalf of the Customer;
    8. “Terms and Conditions” means these Terms and Conditions.Any written notification or agreement required by the Terms and Conditions may be made as set forth in Section 17.5
    9. For security reasons, Hardware Group reserves the right to request a bank transfer payment for a first transaction.
    10. If Hardware Group’s insurance company or fraud department suspects a fraud, Hardware Group reserves the right to cancel a transaction for security purposes.
    11. Hardware Group’s standard terms of payment for credit account Customers are 30 days from the date of the invoice.This term will apply except in the case of transactions where different terms are agreed in writing by the parties.If payment is not made on the due date, Hardware Group will be entitled to charge interest daily on the outstanding balance at the rate of 12%.This is in addition to all other rights of Hardware Group, including the right to charge attorney’s fees and other costs of collection.
    12. Hardware Group will only accept a return within seven (7) days of purchase or the manufacturer’s time limit, if that limit is less than seven (7) days.Beyond that period, the Customer will be deemed to have accepted the goods.Please note that this period is reduced to two (2) days for clearance goods and ‘NCCR’, products.

       

       

    13. Customer agrees to indemnify and hold harmless Hardware Group for any breach by the Customer of these obligations as set out under the Terms and Conditions.
    14. Once the Customer becomes an account holder, the Customer agrees not to use the User Name or Password of any other account holder or permit any other account holder to use the User Name and/or Password at any time.
  2. ORDERS
    1. Ordering from within the United States
      1. Customers may submit orders:
  3. PRICES
    1. All prices are exclusive of any applicable taxes, for which (if applicable) the Customer shall be additionally liable.

       

       

    2. Hardware Group reserves the right, by giving notice to the Customer before delivery, to increase the price of the goods to reflect any changes in specifications for the goods which are requested by the Customer or are necessary as a result of any delay caused by (a) the Customer’s instructions; or (b) the Customer’s failure to provide adequate information or instructions to Hardware Group.
  4. DELIVERY, TITLE AND RISK
    1. Hardware Group shall use reasonable endeavors to dispatch goods by the date noted on the purchase or quote to the Customer, but does not accept liability for failure to deliver within the stated time where such delay is caused by circumstances beyond Hardware Group’s reasonable control, such as delays caused by delivery companies or manufacturer lead times.If a delay is likely, Hardware Group shall use reasonable endeavors to contact the Customer in writing and advise of the delay.
    2. If Hardware Group is unable to deliver the goods within 30 days of the agreed delivery date, the Customer will, as its sole remedy, be entitled to cancel the order and require any monies paid to Hardware Group with respect to that order to be refunded.In order to cancel, the Customer must send written notice of cancellation to Hardware Group after the above date but before delivery of the goods or notification from Hardware Group that the goods are ready for delivery.
    3. Hardware Group does not accept liability for shortages or damage to deliveries unless the Customer notifies Hardware Group of the shortage or damage in writing within 48 hours of receipt of the delivery.
    4. The Customer will pay all shipping costs.Goods will be deemed accepted by the Customer when placed in the possession of the carrier and all risk of loss, damage and delay will then pass from Hardware Group to the Customer.All claims for damages thereafter must be made against the carrier.Hardware Group reserves all rights permitted by law with respect to delivered goods including, without limitation, the rights of rescission, repossession, resale, and stoppage in transit until the full amount due from the Customer is paid. Title in the goods does not pass to the Customer until payment is received in full by Hardware Group.
    5. Delivery terms:
      1. Standard delivery:

        With standard delivery, a Customer will receive the order within 1 to 2 days from the date on which all the items in the order are in stock. 

         

         

      2. Partial Shipping

        If a Customer orders more than one item - it is possible that the items could be on different lead-times.  A Customer may request separate deliveries and will be charged for all extra deliveries above the standard.

      3. Shipping to various locations

        Some Customers purchase centrally and wish to have various items delivered to various offices. This can be done after the relevant security checks are clear and the added costs covered.  Hardware Group delivers to most countries in the world.  Shipment is done via major carriers, such as FedEx, UPS, and DHL.

        For all delivery questions please contact Hardware Group customer service by e-mail:  salesus@Hardware Group or phone:  952.697.6060.  To check the status of an order please login in to the Customer account at www.Hardware Group.  All web orders over $500 with the standard delivery option will be delivered free of charge.

  5. PAYMENT
    1. There are five different methods of payment, whether ordering online, by phone, fax or email:On Account, Credit and Debit Cards Bank transfer and check.
      1. On Account: Please complete the Credit Application and Authorization Form.Once Hardware Group has received this form, Hardware Group will apply for an insured credit limit.This process may take up to one (1) week.Once complete, Hardware Group will offer 30 days credit up to the insured limit offered to Hardware Group.
      2. Credit and Debit cards:Visa, Mastercard, and/or American Express by means of a secure payment system.The Customer’s card will be charged on the day of the order.This can either be done online or by filling in the credit card form.
      3. Bank transfer payment:Hardware Group offers the opportunity to pay by bank transfer.Payment will be processed when a bank transfer is received.Once payment is received, Hardware Group will dispatch the ordered goods.The processing of off-line payments may take several days.
      4. By telephone:Through Hardware Group’s customer service at 952.697.6060.If a Customer places an especially high-value order, Hardware Group reserves the right to contact the Customer for further confirmation of order details prior to authorization.
      5. By check: Hardware Group will accept payment by valid checks when the subject funds are credited to Hardware Group’s account.
  6. PRODUCT SPECIFICATIONS
    1. Hardware Group makes every effort to supply goods as advertised, but reserves the right to supply goods subject to minor variations in actual dimensions and specifications where are changed by the manufacturer.
    2. If Hardware Group cannot supply the goods ordered by the Customer, Hardware Group reserves the unilateral right to substitute comparable goods of an equal or superior quality.In the event of a substitution, the Customer may cancel the order and require a refund of any amounts paid to Hardware Group with respect to that order, including shipping charges. This shall be the sole remedy of the Customer in these circumstances.
  7. TRADE NAMES AND TRADE MARKS
    1. Trade names and marks (other than Hardware Group’s) are not always indications of the actual manufacturer of a particular product and may rather be indicative of general use systems and machines associated with such products.
    2. In the case of component purchases, Customers requiring a particular brand of product should, before placing an order, check with Hardware Group as to the identity of the manufacturer of component proposes to purchase.
  8. LIMITED WARRANTIES
    1. Hardware Group warrants to Hardware Group wholesale Customers that Cisco products will be free of material defects in materials and workmanship for a period of three (3) months following delivery.Hardware Group warrants to all other Hardware Group Customers that Cisco products will be free of material defects in materials and workmanship for a period of twelve (12) months after delivery.(Hardware Group is not a partner or an affiliate of Cisco and is unable to offer the manufacturer’s warranty should it differ from the above.)All other products will be subject to the manufacturer’s warranty only. Hardware Group warrants that services provided by Hardware Group will be provided in a professional manner by skilled and qualified personnel consistent with applicable industry standard.
    2. Customer’s sole remedy for breach of the foregoing warranty with respect to Cisco products will be return or replacement as provided in these Terms and Conditions.Customer’s sole remedy for breach of the warranty with respect to Hardware Group services will be re-performance of the services, conditioned upon Customer giving Hardware Group notice of the breach within thirty (30) days after completion of the services.
    3. Goods sold as clearance sales are goods that Hardware Group is able to offer at a discount on the normal price.Clearance sales goods are sold “As Is” and are not returnable or subject to any refund or right of repair or replacement.
    4. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, ALL PRODUCTS AND SERVICES AND ALL PRODUCTS PROVIDED BY HARDWARE GROUP ARE PROVIDED “AS IS” AND “AS AVAILABLE.”Hardware Group MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THE SERVICES OR SUCH PRODUCTS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WHICH Hardware Group HEREBY EXPRESSLY DISCLAIMS.

      Hardware Group will have no liability under this warranty for defects arising from a missing memory or flash card, or alteration or modification by any party other than Hardware Group.  

      SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF IMPLIED WARRANTIES, SO THESE EXCLUSIONS ON IMPLIED WARRANTIES MAY NOT APPLY TO CUSTOMER.

    5. Warranty claims must be reported in writing during the applicable period quoting the serial number using Hardware Group’s standard RMA procedure (as set forth below).
    6. Hardware Group does not sell products on a trial basis.Customers are strongly advised to check suitability and specifications of products before ordering.

       

       

  9. RETURNS
    1. In the event that Hardware Group, at its discretion, agrees to accept the return for credit of unwanted products, the goods must be returned with Hardware Group’s prior written agreement within seven (7) days of delivery.The goods must be unopened and in perfect re-saleable condition.All goods returned according to these specifications will be subject to a handling fee of 25% of Hardware Group’s sale price for the goods, or $50, whichever is the greater.
    2. All returned goods must be accompanied by Hardware Group’s Returns Material Authorization number (‘RMA Number’), which can be obtained by contacting Hardware Group Customer Support.Returned goods will not be accepted without an RMA Number.Do not write directly on the manufacturer’s packaging.Please write the RMA number on the address label provided with the Returns Material Authorization and attach it to the returned package.

       

    3. Subject to testing to verify any alleged fault, Hardware Group will accept the return of defective goods for full refund or replacement at Hardware Group’s option, if, but only if, the goods are returned within seven (7) days of delivery.
    4. Hardware Group’s technical support staff or Customer Support staff, as appropriate, will advise the Customer of the method of delivery to use to return the products.Depending on the nature of the product purchased, Hardware Group will either arrange a courier collection, or request that the Customer return the product directly to Hardware Group.If the goods are found on inspection to have been defective, the cost of returning the item will be refunded to the Customer.Authorized product returns must be sent to:Customer Returns, Hardware Group, 7667 Cahill Street, Suite 400, Edina MN 55439.
    5. Hardware Group offers a “no charge” collection, repair and delivery service for hardware which is shown to be faulty, provided that the fault is reported within seven (7) days of delivery.If Hardware Group has arranged for a courier collection of the product, Hardware Group is unable to specify the collection time, and it is the Customer’s responsibility to ensure that someone will be present at the collection address when the courier arrives.
    6. Any defacement of the manufacturer’s packaging or damage caused by inadequate packaging may result in the rejection of the return or an additional restocking fee, at Hardware Group’s sole discretion.
    7. Hardware Group cannot accept liability for packages damaged during transit.It is the Customer’s responsibility to wrap the product adequately to prevent damage.
    8. Proof of postage is not proof of delivery and the Customer is therefore strongly advised to send the package by a recorded means (certified or registered mail or by courier) and to insure the goods for their full value.
    9. On receipt of the returned product, Hardware Group will test it to identify the fault identified by the Customer.
      1. If following the testing process, the product is found to be in good working order without defect, Hardware Group will return the product to the Customer, and the shipping cost of this return will be the Customer’s responsibility.Please note that if the Customer has, in the meantime, required Hardware Group to provide it with a replacement product before completion of the testing process, the Customer will have to pay for this product also.In addition, if the product is damaged by the Customer, Hardware Group reserves the right to charge the Customer for the damage to such product and the Customer will not receive any credit related to the same.
      2. Customers who wish to make a warranty claim must comply with the manufacturer’s instructions and warranty procedure.In order to resolve the Customer’s problem as quickly as possible, Hardware Group may refer the Customer to the product manufacturer who will deal directly with the return.In these instances, Hardware Group will provide the Customer with the contact information for the relevant manufacturer.
      3. This warranty shall not apply if the goods have been worked upon, altered or damaged in any way by the Customer or its employees or agents, or to goods not used in accordance with the manufacturer’s instructions.
      4. No software on which seals have been broken can be returned for credit.If any software discs are faulty, the manufacturer will replace them.Please note Software Licenses are non-returnable unless the software is materially non-compliant with its specification or the physical media on which it is supplied is defective.
  10. LIMITATION OF LIABILITY.
    1. Hardware Group WILL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF, OR RELATING TO, THE WEBSITE SITE OR THE SERVICES, CUSTOMER’S USE OF THE WEBSITE OR THE SERVICE, OR ANY OTHER PERFORMANCE UNDER, OR PURSUANT TO THESE TERMS AND CONDITIONS (INCLUDING LIABILITY FOR NEGLIGENCE) EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF Hardware Group.
    2. IN NO EVENT WILL Hardware Group’s LIABILITY OF ANY KIND INCLUDE ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF Hardware Group SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE, OR EXCEED THE AMOUNT PAID FOR THE AFFECTED PRODUCT OR SERVICE.
  11. ERRORS AND OMISSIONS

    Hardware Group makes every effort to ensure that all prices and descriptions quoted in its catalog and on its website are correct and accurate.  However, in the case of an error or omission, Hardware Group will be entitled to rescind the contract, notwithstanding that it has already accepted the Customer’s order and/or received payment from the Customer.  Hardware Group’s liability in that event will be limited to the return of any money the Customer has paid with respect to the order.  In the case of an error in relation to price, the Customer will be entitled to purchase the goods by paying the difference between the quoted price and the correct price, as confirmed in writing by Hardware Group after discovery of the error.  For these purposes, an ‘error’, means, in relation to an incorrect price, a price quoted in error by Hardware Group which is more than 10% less than the price that would have been quoted had the mistake not been made.

  12. OBLIGATIONS OF THE CUSTOMER
    1. The Open Online “Administrator” named on the Open Online authorization form will have the authority to act on the Customer’s behalf.Hardware Group will be entitled to rely on all communications from the Administrator, including requests for adding or removing authorization for individual’s access to the Open Online website.The Customer will be responsible for all of the acts and omissions of Customer’s Administrator.
    2. The Administrator shall be the person responsible for the use of the Open Online on behalf of the Customer.
    3. The Customer may change the person appointed to be the Administrator, either by using the on-line facility or by informing Hardware Group in writing of the new identity of the Administrator.
    4. The Customer shall ensure that they meet all technical requirements of Open Online access. Hardware Group shall not be liable for any losses which result due to technical incompatibilities or system errors.
    5. The Customer must not share any usernames or passwords with any other party.The Customer assumes responsibility for any unauthorized use of usernames and passwords, and the Customermust promptly inform Hardware Group of any actual or suspected unauthorized use by emailing privacy@Hardware Group if the Customer knows or has any reason to suspect that the security of any actual or suspected unauthorized use.
    6. Hardware Group may terminate any account at any time for any reason.
    7. The Customer acknowledges that it is solely responsible for the actions of the Administrator and the modifications made of any data.
  13. FORCE MAJEURE

    A party affected by an event of Force Majeure will be released without any liability on its part from the performance of its obligations under this Agreement, except for the obligation to pay any amounts due and owing hereunder, to the extent and for the period that its performance of the affected obligations is prevented by the event of Force Majeure.

  14. PRIVACY

    Hardware Group’s privacy policy can be viewed at www.Hardware Group/privacy.  This privacy policy is incorporated into these Terms and Conditions by reference.

  15. CHANGES TO THESE TERMS AND CONDITIONS

    Hardware Group may vary these Terms and Conditions at any time by posting the varied Terms and Conditions on this website.  If Hardware Group makes any substantial changes to these Terms and Conditions, Hardware Group will, for a reasonable time thereafter, take reasonable steps to bring to the attention of visitors to this website the fact that these Terms and Conditions have been revised.  Customers are advised to review these Terms and Conditions from time to time.

     

     

  16. USER CONDUCT - SECURITY
    1. Customer agrees not to:
      1. disrupt or interfere with the security of, or otherwise abuse, the website, or any services, system resources, accounts, servers or networks connected to or accessible through the website or affiliated or linked websites;
      2. disrupt or interfere with any other user’s enjoyment of the website or affiliated; or linked websites; and/or
      3. transmit through the website any spam, chain letters, junk mail or any other type of unsolicited mass email to people or entities who have not agreed to be part of such mailing.
      4. upload or attempt to upload, post or otherwise transmit on the website any Content of any sort including without limitation any defamatory, obscene or unlawful content or content which would otherwise infringe any third party rights or be likely to cause offense.
  17. REPAIR SERVICE
    1. No Fix/No Fee.If Hardware Group cannot repair goods, Hardware Group agrees not to charge the Customer (excluding shipping costs).A test report can be charged for if requested.
    2. Hardware Group agrees to use all reasonable endeavors to service or repair the goods and/or to remedy any faults on it as reported by the Customer.
    3. There are situations where a Customer will have a number of units of uncertain status. Hardware Group will quote for a test service which will not include any Repairs.With these reports the Customer can then request a quote for the Repairs.

       

       

    4. Hardware Group will quote the cost of the repair with the information available to Hardware Group at the time of the requested quote.Once Hardware Group has received the goods and inspected the item, it will inform the Customer if it is not possible to repair the unit for the agreed upon price and an “uplift” of the repair price may be require.In such circumstances, the Customer will be informed of the reasons for increase and the new repair price will be quoted.If the Customer declines the uplift, the unit shall be returned as “Beyond Economical Repair.” The Customer will pay shipping costs to return the goods.If the Customer requires a copy of the test results, Hardware Group will provide the results if available and charge a test rate rather than a repair rate.
    5. Hardware Group reserves the right to declare goods as “Beyond Repair”.
    6. Any repair is subject to availability of the necessary parts.
    7. If goods have to be held while waiting for parts or for any other reason, the Customer will be notified as soon as reasonably practicable.Hardware Group will have no liabilities for such delay.
    8. Parts and components used to repair or provide other services on goods may be new or reconditioned.
    9. The Customer should remove or make a backup of any data/configuration stored on the goods prior to shipping the product to Hardware Group.
    10. All data/configuration will be deleted from the goods during the normal repair process.
    11. Hardware Group is not responsible or liable for any data stored on the goods that is lost, deleted, or otherwise inaccessible.
    12. Hardware Group is not responsible for ensuring that the goods are upgraded to the “latest” software version due to copyright and licensing issues.
    13. On occasion, it may be necessary to upgrade or downgrade goods due to hardware/software incompatibilities.If there is a licensing cost associated with this, the Customer will be advised.
    14. It is the Customer’s responsibility to ensure that all goods are sent complete with any internal and/or external memory / flash / flash cards.If goods are found to be incomplete, the goods will be tested with “Reference” parts which will then be removed prior to shipment back to the Customer.
    15. Software issues are not covered under warranty and will be charged at full repair price.
    16. It is vital that the Customer’s insurance covers the shipping of goods from the Customer’s premises to Hardware Group’s repair facility and back.
    17. At the time of the inspection, if goods and found to be “No Fault Found” (NFF), courtesy communications are sent to the Customer notifying it that no fault can be found and further information may be required.
    18. If no contact is made with Hardware Group by or on behalf of the Customer concerning the resolution of a NFF, the goods will be put into quarantine for a period of ten (10) days.If the Customer fails to respond after ten (10) days, Hardware Group will return the goods to the Customer as NFF and the Customer will be charged the full repair price.
    19. Repaired goods will be returned to the Customer within five (5) working days after date of the inspection.If for any reason Hardware Group is unable to complete the return of goods within the five (5) day period due to unforeseen circumstances, Hardware Group will inform the Customer of any possible delays.
    20. Where possible, the Customer should include details of the goods’ suspected fault; failure to do so may impact the quote and/or repair time.
    21. Customer will bear the cost of transport of goods to and from Customer’s location.Transport costs will be invoiced to Customer.Customers will pay such costs whether or not Customer has declined to accept a quote for services on those goods, and whether or not services are conducted on the goods.
    22. Goods must be securely packaged to ensure protection from physical damage and electrostatic discharge.
    23. Customer should not include software, manuals, cables, brackets or mounting kits, as Hardware Group cannot guarantee such items will be returned.
    24. All modules within chassis-based products should be removed unless they are specifically included on the purchase order and require testing/repair.

       

       

  18. GENERAL
    1. If any provision in this Agreement is held to be invalid or unenforceable, it shall be deemed severed from the Agreement and this shall not affect the validity or enforceability of the remaining provisions.
    2. If any part of these Terms and Conditions is held illegal, void or ineffective, the remaining portions will remain in full force and effect.
    3. No failure by either party to take any action or assert any right under these Terms and Conditions will be deemed to be a waiver of that right in the event of the continuation or repetition of the circumstances giving rise to that right
    4. Any variation of this Agreement must be in writing and signed by a duly authorized Hardware Group official.
    5. Any notices or agreement required or given under this Agreement shall be in writing and sent (i) by first class pre-paid post to the last known address of the party; or (ii) by fax to their last known fax number; or (iii) by e-mail to the last notified e-mail address of the party.Notices given by mailwill be effective___ (__) days after deposit.Notices delivered by fax will be effective ___ (__) days after the date sent.
    6. These Terms and Conditions shall be governed by and construed in accordance with Minnesota law and the parties submit to the exclusive jurisdiction of Minnesota state or federal courts with respect to any matter arising in connection with these Terms and Conditions and/or Hardware Group’s website.
  • ·on the Internet;
  • by telephone;
  • by e-mailing a Purchase Order; or
  • by faxing a Purchase Order
    1. Ordering from outside the United States
      1. Customers may submit orders:
  • by telephone;
  • by e-mailing a Purchase Order; or
  • by faxing a Purchase Order
    1. Hardware Group confirms orders and order acceptance by e-mail, sent to the email address provided in a Customer’s registration or such other address that the Customer designates after registration.
    2. All orders are subject to acceptance and to availability of the goods ordered. Hardware Group is entitled to refuse any order placed by a Customer.
    3. Hardware Group reserves the right to obtain validation of a Customer’s credit or debit card details before providing the Customer with any goods or services.