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Terms and Conditions of Sale

These terms and conditions of sale (“Sales Terms”) constitute a binding contract between the purchaser (“Buyer”) and Coravant LLC (“Coravant”). By placing an order with Coravant or otherwise accepting delivery of any Products or Services from Coravant, Buyer agrees to be bound by and accepts these Sales Terms, as in effect at the time of order placement.

These Sales Terms, together with Coravant’s quote and invoice for the applicable order, constitute the entire agreement between Buyer and Coravant relating to that order. 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 Coravant at the address provided below. Buyer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any purchase order, supplier portal, e-procurement system, vendor registration, or click-through acceptance will be null and void, even if Coravant accesses or accepts them to process an order or invoice. Buyer agrees that the Sales Terms contained herein and in Coravant’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.

Master Agreements

If Buyer and Coravant have signed a Coravant Master Sales Agreement or Master Services Agreement, that agreement governs the orders it covers and controls over these Sales Terms. These Sales Terms apply to orders that no signed master agreement covers.

Definitions

“Products” means hardware, software, firmware, and subscriptions, including software-as-a-service and cloud offerings, that Coravant resells. “OEM” means the manufacturer, licensor, distributor, or service provider of a Product or OEM Service, including a managed service provider or other delivery partner. “OEM Services” means maintenance, support, advanced services, and managed services that an OEM performs and Coravant resells. “Coravant Services” means professional services performed by Coravant personnel or Coravant’s subcontractors. “Services” means OEM Services and Coravant Services. “OEM Terms” means the license agreements, terms of service, service descriptions, service level agreements, acceptable use policies, and data processing terms that an OEM issues for its Products or OEM Services.

Orders

Orders are not binding upon Coravant until accepted by Coravant. Once Coravant places an order with an OEM, the order may be cancelled only as described under Cancellations and Returns.

Price

Quoted prices are valid only for the period of time specified in the quote or, if none is specified, thirty (30) days, 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, tariffs, handling, shipping, transportation, duties, customs fees, or other charges or fees relating to the sale and delivery of Products and Services. Exemption certificates, valid in the place of delivery, must be presented to Coravant prior to shipment if they are to be honored. Coravant’s acceptance of Buyer’s order occurs at time of shipment, except for non-standard Products and Services.

If, before the OEM accepts Coravant’s order or before hardware ships, the OEM increases its price, or new or increased tariffs, duties, trade surcharges, or freight costs apply, Coravant may adjust the price by the amount of the increase on written notice with reasonable supporting detail. Buyer may cancel the affected line items within five (5) business days after that notice without liability, unless the order has already become non-cancellable with the OEM.

Payment

Payment terms are specified when Buyer’s account is established and are subject to change from time to time. Coravant 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. Coravant may invoice parts of an order separately. Buyer must notify Coravant in writing of any good-faith invoice dispute within fifteen (15) days of the invoice date, with reasonable supporting detail, and pay the undisputed portion when due. 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 or set off any amounts owing from any invoice. Any sales, use or other applicable tax is based on the location to which the order is shipped. If any undisputed amount remains unpaid more than thirty (30) days after its due date, Coravant may, on ten (10) days’ written notice, suspend Coravant Services and, to the extent the OEM permits, OEM Services and subscriptions, and hold pending orders. In the event of a payment default, Buyer will be responsible for all of Coravant’s costs of collection, including court costs, filing fees and attorney’s fees. Payment via Visa, Mastercard, American Express, other credit card, virtual card (e.g., American Express BIP), or any card or program similar to any of the foregoing will be accepted only if preapproved by Coravant in writing. Any such payments may be subject to a processing fee, disclosed on the invoice, not exceeding the lesser of Coravant’s actual processing cost or the maximum amount permitted by applicable law.

Subscriptions and OEM Services

Subscriptions and OEM Services run for the term stated in the quote. Unless the OEM Terms state otherwise, committed quantities and fees apply for the full term, may not be reduced during the term, and are non-cancellable and non-refundable once Coravant places the order with the OEM. Usage above committed quantities, including true-ups, overages, and consumption charges, will be invoiced at the rates the OEM applies. Where the OEM Terms provide for automatic renewal, Coravant will use reasonable efforts to notify Buyer before the renewal date, and renewal pricing is set at renewal.

Service levels, support, and service credits for OEM Services are those stated in the OEM Terms. Service credits are Buyer’s sole and exclusive remedy for service level failures and are owed only to the extent Coravant receives the corresponding credit from the OEM, which Coravant will pass through to Buyer. OEM Services remain OEM Services even where Coravant coordinates delivery, acts as Buyer’s primary point of contact, or provides first-line support.

If an OEM discontinues a Product or OEM Service, stops authorizing Coravant to resell it, or ends its agreement with Coravant, Coravant may terminate the affected order on written notice and will refund prepaid fees for the unused term to the extent Coravant receives a corresponding refund from the OEM. Buyer is responsible for retrieving its data within any retrieval period the OEM Terms allow.

Shipment

Shipment and transportation charges will be in accordance with Coravant’s shipping policy at the time of shipment. Title and risk of loss transfer to Buyer upon delivery of Products to the carrier. Software and subscriptions are delivered when license keys, download access, or access credentials are made available to Buyer. Delivery dates are estimates. If Buyer directs Coravant 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. Coravant is not liable for any Buyer requirements not stated in these Sales Terms. Within three days of delivery Buyer must provide detailed notification to Coravant of any visible damage. Buyer will notify Coravant of any claimed shortages or discrepancies within 30 days of invoice or waives its right to such claim.

Export Control and Sanctions

Export of Products by Buyer is subject to applicable US export control and sanctions laws, including the Export Administration Regulations and regulations administered by the Office of Foreign Assets Control, and Buyer shall be solely responsible for compliance thereof. Buyer will not export, re-export, transfer, or provide access to any Product in violation of those laws, and represents that it is not a restricted party under them.

Warranties

(a) Products

Coravant is a reseller of information technology Products. Buyer understands that Coravant is not the manufacturer of the Products purchased by Buyer hereunder, and the only warranties offered are those of the manufacturer, not Coravant, except that Coravant represents that it is authorized, directly or through an OEM-authorized distributor, to resell each Product. 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 Coravant.

(b) Services

With respect to Coravant Services, Coravant represents and warrants that the Coravant Services will be performed in a professional and workmanlike manner, in accordance with industry standards. Buyer must notify Coravant in writing of any breach of this warranty within thirty (30) days after performance, and Coravant’s sole obligation and Buyer’s exclusive remedy is to re-perform the nonconforming Coravant Services or, if Coravant cannot do so within a reasonable time, refund the fees paid for them. Buyer acknowledges and agrees that Coravant may act as a reseller of OEM Services. Coravant is not the provider of the OEM Services, and OEM Services are purchased pursuant to the OEM Terms. Upon Buyer’s request, Coravant will obtain a copy of such terms from the provider. The OEM Services providers are not agents of Coravant. 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 Coravant 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

EXCEPT AS EXPRESSLY STATED IN THESE SALES TERMS, CORAVANT 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.” CORAVANT DOES NOT WARRANT THAT ANY PRODUCT OR SERVICE WILL DETECT, PREVENT, OR REMEDIATE ALL SECURITY THREATS, VULNERABILITIES, INCIDENTS, OR OUTAGES, THAT ANY COST-SAVINGS ESTIMATE WILL BE ACHIEVED, OR THAT ANY OUTPUT OF ARTIFICIAL INTELLIGENCE FEATURES WILL BE ACCURATE OR COMPLETE.

Coravant Services

Coravant Services are performed as described in the quote or in a statement of work signed by both parties. Buyer will provide timely access, information, decisions, and personnel reasonably needed for the Coravant Services. Coravant is not responsible for delays Buyer causes, and additional effort resulting from them is billed at Coravant’s then-current rates. Each deliverable is accepted on the earliest of Buyer’s written acceptance, its use in production, or ten (10) business days after delivery unless Buyer gives written notice of a material nonconformity within that period. Coravant owns all deliverables and its pre-existing tools and materials, and upon payment in full Buyer receives a perpetual, non-exclusive, non-transferable license to use the deliverables for its internal business purposes.

Artificial Intelligence

Some Products include artificial intelligence features that the OEM designs, trains, and operates. Coravant does not control their models, training data, or output, which may be inaccurate, incomplete, or biased. Buyer is responsible for deciding whether to enable those features, for reviewing output before relying on it, and for complying with laws governing artificial intelligence and automated decision-making that apply to Buyer as the user or deployer. The OEM Terms govern whether an OEM may use Buyer’s data to train its models. When Coravant uses artificial intelligence tools in performing Coravant Services, Coravant will not use Buyer’s confidential information to train any third-party model.

Security and Data

The OEM hosts, processes, and secures Buyer data within each Product, and the OEM Terms, including any OEM data processing agreement, govern that processing. When Coravant personnel access Buyer systems or data, Coravant will access only what is reasonably necessary, follow Buyer’s reasonable written security policies provided in advance, maintain reasonable safeguards, and notify Buyer within seventy-two (72) hours after confirming a security incident involving Buyer data in Coravant’s possession or control. If Coravant will process personal data on Buyer’s behalf, the parties will sign Coravant’s Data Processing Addendum. Buyer is responsible for the lawfulness of its data, its user access and credentials, its backups, and the security of its own systems.

Indemnification

Coravant 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 OEM Services. Coravant will pass through to Buyer any indemnity the OEM makes available. Buyer will indemnify, defend and hold harmless Coravant 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) Coravant’s or its vendor’s compliance with designs, specifications, or instructions provided by Buyer; (c) Buyer’s data or Buyer’s use of artificial intelligence features or their output; (d) Buyer’s violation of the OEM Terms or of export control or sanctions laws; or (e) Buyer’s breach of these Sales Terms.

Software and Licensing

Software and subscription Products 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 OEM or, if no such agreement exists, the OEM Terms, which Coravant will forward to Buyer at the time of delivery of the Product, when provided to Coravant by the OEM. Coravant 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 Coravant is not a party to any such terms between Buyer and OEM, that those terms do not expand Coravant’s obligations or liability, and that Buyer will comply with them. 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 Coravant with their claim, which assistance Coravant shall use commercially reasonable efforts to provide.

Limitation of Liability

Neither Coravant 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 Coravant nor its affiliates will be liable for products not being available for use, for lost or corrupted data or software, for security incidents or outages occurring in Products or OEM Services, for the output of artificial intelligence features, or for the provision of OEM Services. In no event will Coravant’s liability with respect to the purchase and sale of Products, Coravant Services, OEM Services, or otherwise under these Sales Terms exceed the dollar amount paid by Buyer for the Product(s), Coravant Service(s) or OEM Service(s) giving rise to the claim. These limitations do not limit Buyer’s obligation to pay amounts due.

Force Majeure

Coravant will not be responsible for any delay or failure in performance that results from circumstances beyond its reasonable control, including without limitation product unavailability, supply chain or component shortages, OEM, distributor, or carrier delays, tariffs and trade restrictions, fire, severe weather conditions, failure of power, telecommunications, the internet, or cloud providers, cyberattacks, labor problems, acts of war, terrorism, general insurrection, acts of God, or acts of any government or agency.

Cancellations and Returns

All sales are final. All cancellation and return requests are contingent upon Coravant and/or manufacturer and distributor approval, and Buyer is responsible for any OEM cancellation, restocking, or non-cancellable charges. Software, subscriptions, OEM Services, and special-order or custom-configured Products are non-cancellable and non-returnable once ordered. Returns are subject to restock fees based on condition of product, timeframe and reason for return. Return requests must be made within 30 days of Coravant invoice date. Products must be unopened and in new condition to expedite return process. Opened and or used products are generally not eligible for return. If a return request involves opened or used product, return authorization is subject to restock fee if approved. It is very important to save all original packaging, as any returns must be returned packaged as close to new as possible with all original miscellaneous items such as cables, manuals and padding. Should it be necessary for any reason to return a product, please contact your sales representative to initiate approval process for a Return Merchandise Authorization (RMA) Number and shipping instructions. Please do not write on outside of any packaging for returns; this will nullify the return approval. All return information must be on the return shipping label (return address, RMA#, etc.) All return shipments must be made within 20 days of issued RMA number. Claims for shortages or incorrect merchandise shipped must be made within the period stated under Shipment.

Procedures to Return Product Once RMA Is Issued

  1. Products must be shipped to us freight prepaid.
  2. Product must be identified with our assigned RMA number and/or the manufacturer’s assigned RMA number and label.
  3. Returned product is limited to the product listed on the RMA.
  4. We must receive product within 30 days of RMA issuance.
  5. Your account will receive a credit which will be applied to the original invoice.

The following are general guidelines for the three types of product returns:

RMA Policy for General Return or Stock Rotation

  1. RMA must be obtained within 30 days from the date of invoice.
  2. Product must be currently stocked, unopened and unused.
  3. Integrated, special order, discontinued, EOL and old product cannot be returned.

RMA Policy for Defective or DOA Product

  1. Call Customer Service for a Technical Support contact to review the product symptoms.
  2. RMA must be obtained within 30 days from the invoice date.
  3. Coravant will pass through to Buyer any dead-on-arrival and RMA rights available from the OEM.

RMA Policy for Freight Damaged Returns

  1. In order to have return privileges for freight-damaged product, freight insurance for the product must have been purchased through Coravant.
  2. Report all product damaged in transit to the shipper within 10 days.
  3. Request a RMA within 10 days of receipt of the damaged product.
  4. Coravant files the claim; Buyer should not file the claim.
  5. Replacement product will be shipped to you as necessary.

Refusals

  1. Refusals may be assessed a 15% restocking fee plus the difference between current market cost and the cost of invoice date, in addition to all freight and insurance charges.

Restrictions

Buyer may not alter, modify, or combine the Products in any manner the applicable OEM Terms prohibit. 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 Coravant 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.

Government Customers

If Buyer is a governmental entity or purchases Products or Services for use under a government contract, the Products and Services are commercial products and commercial services as defined in the Federal Acquisition Regulation, software is provided only with the rights set forth in the OEM Terms, and no government contract clauses or flow-down provisions bind Coravant unless Coravant expressly agrees to them in a signed writing.

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 Colorado, excluding its conflicts of law rules. The parties agree to and submit to personal jurisdiction and venue in the state courts of Denver County, Colorado, except that Coravant may bring an action to collect amounts owed in any court having jurisdiction over Buyer or its assets. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Sales Terms. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING 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 Coravant at the official corporate address, or (iii) email to Coravant subsequently to be confirmed in writing (including by email). Notices to Coravant will be sent to Coravant, LLC, 1750 Wewatta Street, #620, Denver, Colorado 80202, Attn: Legal Department, with a copy by email to letsgo@coravant.com.

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 Coravant 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 Coravant. 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 enforcement 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. Provisions that by their nature should survive, including those on payment, warranties, indemnification, limitation of liability, and governing law, survive completion or termination of any order.