These terms and conditions are applicable to all Direct 2 Channel sales. Direct 2 Channel will not accept any other terms and conditions of sale, unless Partner and Direct 2 Channel have executed a written agreement which specifically modifies, supersedes and/or replaces these terms and conditions. Acceptance of all purchase orders is expressly made conditional upon Partner’s assent, expressed or implied, to the terms and conditions set forth herein without modification or addition.

1. Acceptance of Purchase Orders

Partner’s acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs: (a) Partner’s making of an offer to purchase Product from Direct 2 Channel; (b) Partner’s written acknowledgment hereof; (c) Partner’s acceptance of any shipment of any part of the items specified for delivery (the “Products”); or (d) any other act or expression of acceptance by Partner. Direct 2 Channel’s acceptance is expressly limited to these terms and conditions in their entirety without addition, modification or exception, and any term, condition or proposals hereafter submitted by Partner (whether oral or in writing) which is inconsistent with or in addition to these terms and conditions is objected to and is hereby rejected by Direct 2 Channel. Direct 2 Channel’s silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be Direct 2 Channel’s acceptance or approval thereof.

2. Delivery

Unless otherwise agreed in writing, delivery shall be made in accordance with Direct 2 Channel’s shipping policy in effect on the date of shipment.

Domestic: For all domestic transactions, unless otherwise stated on the invoice, title to the Products and all risk of loss or damage with respect to the Products shall pass to Partner upon delivery by Direct 2 Channel to the carrier or Partner’s representative at Direct 2 Channel’s logistics center.

International: For all international transactions, the Product shall be sold FCA Direct 2 Channel’s logistics center (Incoterms 2020). Direct 2 Channel assumes no responsibility for charges related to customs clearance in the country of delivery, customs duties, VAT or any other charges or taxes within the country designated for delivery by the Partner. Title shall pass to the Partner upon delivery to the Partner or Partner’s representative at Direct 2 Channel’s logistics center.

Delivery is subject to the payment provisions set forth herein and to Direct 2 Channel’s receipt of all necessary information and documentation from Partner including all import certificates, exemption and/or resale certificates, licenses and other documents as may be required from Partner for export of the Product. Partner shall promptly notify Direct 2 Channel, in no event later than five (5) business days after delivery, of any claimed shortages or rejection as to any delivery. Such notice shall be in writing and shall be reasonably detailed, stating the grounds for any such rejection. Failure to give any such notice within such time shall be deemed an acceptance in full of any such delivery. Direct 2 Channel shall not be liable for any shipment delays beyond the reasonable control of Direct 2 Channel which affect Direct 2 Channel or any of Direct 2 Channel’s suppliers, including, but not limited to, delays caused by unavailability or shortages of Products from Direct 2 Channel’s suppliers; natural disasters, acts of war; acts or omissions of Partner; fire, strike, riot, or governmental interference; unavailability or shortage of materials, labor, fuel or power through normal commercial channels at customary and reasonable rates; failure or destruction of plant or equipment arising from any cause whatsoever; or transport failures.

3. Price and Payment

Partner shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes), as well as import or customs duties, license fees and any other similar charges, however designated or levied on the sale or delivery of the Products or measured by the purchase price paid for the Products. Direct 2 Channel’s prices set forth on the front side of the invoice do not include such taxes, fees and charges. Exemption certificates must be presented to Direct 2 Channel prior or at the time of ordering if they are to be honored.

Payment Terms: Unless specified otherwise, all orders need to be prepaid (PIA). Product licenses will be delivered on the day of payment (unless payment is received on a holiday or a weekend, then licenses will be delivered the following business day). As a courtesy, licenses may be provided prior to payment. However, if payment is not received within 3 days of payments’ approval, order will be canceled, and licenses will be deactivated.

If any invoiced amount is not received by the above stated due date, then without limiting company’s rights, the following will be applicable:
Net terms: 15 days after the due date a 1% fee of the invoice total will be assessed, and every 30 days of nonpayment thereafter.
MSP licenses: MSP licenses will automatically get charged to your credit card on file on or after the 5th of the month. If payment is not received by the end of that month licenses will be deactivated. Reactivation fee may be assessed. After 3 months of no payment, all accounts will be permanently deactivated.

Collections: In the event the sales invoice shall be placed by Direct 2 Channel in the hands of an attorney or collection agency for the purpose of collection, with or without litigation, or for the purpose of enforcing Direct 2 Channel’s security interest in the Products, the Partner agrees to pay any and all costs associated with such placement, including, without limitation, attorney’s fees and costs incurred prior to, during, or subsequent to trial, and including, without limitation, collection, bankruptcy, or other creditor’s rights proceedings.

Currency: If a sale is to occur, or the Product is to be shipped, outside of the United States, Partner acknowledges and agrees that the amount due Direct 2 Channel is contracted in U.S. Dollars and that payment in U.S. Dollars is of the essence.

4. Returns

Any return of the Products purchased hereunder, whether for stock balancing purposes or because such Products are claimed to be defective, shall be governed by Direct 2 Channel’s Product Return policies, parallel to the manufacturers policies, in effect on the date of the invoice, or as otherwise provided by Direct 2 Channel to Partner in writing. Direct 2 Channel’s Product Return policies should be requested before or at the time of ordering the product. No return policies are in place for certain manufacturers. Direct 2 Channel makes no representations or warranties of any kind with respect to the Products. Direct 2 Channel HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. Direct 2 Channel WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE FOR BREACH OF WARRANTY. The right to return defective Products, as previously described, shall constitute Direct 2 Channel’s sole liability and Partner’s exclusive remedy in connection with any claim of any kind relating to the quality, condition or performance of any Product, whether such claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise. In the event Direct 2 Channel issues a return authorization to Partner allowing Partner to return Product to Direct 2 Channel, Partner will deliver the Product to Direct 2 Channel’s address in the United States, if so required by Direct 2 Channel, and Partner shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes) as well as import or customs duties, license fees and similar charges, however designated or levied, on any replacement Product to be shipped by Direct 2 Channel to Partner.

5. Limitation of Liability

Direct 2 Channel SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT TO SELL PRODUCT TO PARTNER OR THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR FOR ANY DAMAGES OR SUMS PAID BY PARTNER TO THIRD PARTIES, EVEN IF Direct 2 Channel HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE.

6. General

These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales by Direct 2 Channel to Partner and shall supersede all prior offers, negotiations, understandings and agreements. Unless Partner and Direct 2 Channel have executed a written agreement which specifically modifies, supersedes and/or replaces these terms and conditions, it is expressly agreed that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement or explain these terms and conditions. No additional or different terms or conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of Direct 2 Channel in the United States. Any waiver by Direct 2 Channel of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of its rights. Any provision of these terms and conditions that is prohibited or unenforceable under the laws of the State of California shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these terms and conditions. All sales agreements shall be deemed made in, and shall be governed by, the laws of the State of California. The venue for any disputes arising out of any sales agreement shall be at Direct 2 Channel’s sole and exclusive option. ALL SALES TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.

7. Resale

a) Partner acknowledges, represents and warrants that it currently complies with, and at all times shall comply with, and shall not act to contravene, relevant laws, codes, and regulations applicable to the purchase and sale of Products under these terms and conditions. Partner further acknowledges and agrees that the goods, software, and technology subject to these terms and conditions are subject to the export control laws and regulations of the United States, including, but not limited to, the Export Administration Regulations (“EAR”), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls. Partner shall not, without prior U.S. government authorization, export, reexport, or transfer any goods, software, or technology subject to these terms and conditions, either directly or indirectly, to any country subject to a U.S. trade embargo or to any resident or national of any such country, or to any person or entity listed on the “Entity List” or “Denied Persons List” maintained by the U.S. Department of Commerce or the list of “Specifically Designated Nationals and Blocked Persons” maintained by the U.S. Department of Treasury. In addition, any goods, software or technology subject to these terms and conditions may not be exported, re-exported, or transferred to an end-user engaged in activities related to weapons of mass destruction. Such activities include, but are not necessarily limited to, activities related to: (1) the design, development, production, or use of nuclear materials, nuclear facilities, or nuclear weapons; (2) the design, development, production, or use of missiles or support of missiles projects; and (3) the design, development, production, or use of chemical or biological weapons.

b) Partner recognizes that some Product sales are limited to a specified territory and shall not sell Products outside that territory. Such sales may constitute copyright or trademark infringement. Products purchased by Partner may also be subject to additional usage restrictions or authorizations imposed by the Product manufacturer or publisher. Partner is responsible for ensuring compliance with any such restrictions or authorizations.