Terms and Conditions - H-Bar Solutions

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h-Bar Solutions Terms and Conditions

These Terms and Conditions (“Terms”) govern the sale of products and services (“Products”) by h-Bar Solutions (“Reseller”) to Customer (“Customer”). Reseller acts as an independent reseller of these Products, which are manufactured and licensed by third-party Original Equipment Manufacturers (“OEMs”). Any order resulting from a proposal or referenced by any Proposal shall be deemed to include (and acknowledge Customer acceptance of) the following terms, unless specific exception is taken and agreed to by h-Bar Solutions.

Acceptance of Terms:

By purchasing any Products from Reseller, Customer agrees to these Terms and all applicable OEM terms and conditions referenced herein (“Flow-Through Terms”). Flow-Through Terms are available upon request or by visiting the OEM websites listed in the “Flow-Through Terms” section. Customer acknowledges that Reseller acts only as a reseller and is not responsible for the manufacture, performance, or warranty of the Products.

Customer Responsibility:

The Customer hereby agrees to accept sole responsibility for the selection, operations, and intended results to be obtained from the System.

1. Products and Services:

Reseller offers a diverse range of IT solutions catering to your needs, including but not limited to:

Hardware (computers, servers, network equipment)
Software (operating systems, applications)
Cloud services
Professional services (installation, configuration, application development, support)

2. Orders and Payment:

Submit your orders for Products and services through written communication or our online system. Remember that prices are subject to change without prior notice. Payment terms are outlined in our invoice, typically net 15 days. Late payments may incur late fees and interest charges indicated on the invoice. Payment in excess of 60 days in arrears may incur additional collection charges as permitted by law.

3. Title and Security Interest:

To secure payment of the purchase price and all amounts due or to become due to h-Bar, h-Bar reserves and Customer grants to h-Bar a purchase money security interest in the System and Customer agrees and grants to h-Bar a security interest in any substitutions, replacements and additions to the System and any proceeds of the System. Customer agrees to execute and deliver, at h-Bar’s request, any financing statement or other instrument or document presented by h-Bar to the Customer in order to complete, perfect or continue h-Bar’s security interest in the System. The Customer shall keep the System at the address shown on the front page of the referenced Proposal and shall allow h-Bar to inspect the System at any reasonable time until the Total Purchase Price is fully paid by the Customer to h-Bar. Nothing stated herein shall be deemed to extend the date on which any required payment of the purchase price is due and payable by the Customer to h-Bar. The Customer assumes full risk of loss or damage to the System upon Manufacturer’s or h-Bar’s delivery to a common carrier of the System, or any part or component of the System, to a common carrier. The security interest granted to h-Bar shall terminate at such time as the Total Purchase Price has been paid in full by the Customer to h-Bar. If the Customer fails to pay any required payment of the purchase price when due and owing, h-Bar may, at its discretion and at any time, with or without giving prior notice to the Customer, and without incurring liability to the Customer (i) terminate any resultant Purchase Order and/or Contract and repossess the System, or (ii) maintain any resultant Purchase Order or Contract in effect and pursue any legal course of action available to h-Bar to recover the unpaid portion of the Grand Total Purchase Price.

4. Shipping and Delivery:

We strive to deliver your Products as per your instructions and within the OEM-specified timeframe. Shipping costs are additional and invoiced separately. Ownership and risk of loss for Products transfer to you upon delivery. Reseller does not guarantee and cannot be held responsible for delivery dates.

5. Warranties and Support:

All Products come with the standard OEM warranty or an options 3rd party maintenance support contract. For warranty service and support, please contact the respective OEM or 3rd party maintenance vendor directly. Reseller may offer additional support services for an extra fee.

6. Intellectual Property:

The OEMs retain all intellectual property rights associated with the Products. You are granted a non-exclusive, non-transferable license to use the Products in accordance with the OEM’s license terms.

7. Limitation of Liability:

It’s important to understand that RESELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Furthermore, RESELLER’S LIABILITY TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS OR THE PRODUCTS IS LIMITED TO THE PURCHASE PRICE OF THE PRODUCTS. We are not liable for any indirect, incidental, punitive, or consequential damages.

8. System Software, Machine Code, and Other Software Licenses:

Any software, microcode or firmware provided by the manufacturer of the System, hereinafter called ‘System Software’, is provided to the Customer only in accordance with the manufacturer’s stated terms and conditions for the licensing of the System Software. If the System comprises any System Software, Customer accepts an assignment of a license to use such System Software and Customer agrees that the System Software is the property of the manufacturer. Other Software, is software that typically does not come bundled with the hardware, and provides functionality independent of specific manufacturer’s hardware (e.g. database, security, etc. software). For all System Software, Machine Code and Other Software, Customer agrees to be bound by, and to comply with, any and all policies, procedures, requirements and limitations imposed by the manufacturer with respect to such Software, and has executed and/or accepted any vendor required license agreement for said Software. h-Bar makes no representation, warranties or agreements with respect to the enforceability of the manufacturer’s license. Ordering the Software acknowledges acceptance of the vendor’s license terms. We have listed vendor specific information for your convenience in the Flow-Through Terms Section.

9. Flow-Through Terms:

To ensure complete transparency, we incorporate the following OEM Flow-Through Terms by reference into these Terms:

(a) Nile Terms & Conditions
This Nile Terms and Conditions of Service (the “Agreement”) is entered into by and between the end customer and Nile Global, Inc., a Delaware corporation with offices at San Jose, CA (“Nile”). For the purposes of this Agreement, “Customer” means the party identified as the customer in the applicable Order Form (as defined … Terms & Conditions Read More at https://nilesecure.com/termsandconditions/)

(b) Verkada Terms & Conditions
All use of the products will be subject to Verkada’s End User Agreement: https://www.verkada.com/support/end-user-agreement/

Customer acknowledges and agrees to be bound by the Flow-Through Terms.

10. Substitution of Equipment:

In the event the manufacturer changes specifications for the System prior to installation, h-Bar reserves the right to substitute without additional charge an upgraded version of the System.

11. Warranty:

The System is warranted by the manufacturer against defects in material and workmanship in accordance with the manufacturer’s warranty terms and conditions. The Customer agrees to look solely to the manufacturer for compliance with the manufacturer’s warranty and for any maintenance or repair of the System. h-Bar makes no warranties or representations of any kind whatsoever regarding the system and/or the system software whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose or use, which-Bar expressly disclaims. h-Bar makes no representation, covenant or warranty with respect to the extent or enforceability of the manufacturer’s warranty.

12. Services:

Services, if offered, are offered under agreed upon Statement(s) of Work and h-Bar’s Master Services Agreement. For services provided by parties other than h-Bar an agreement between the Customer and the Provider (e.g. IBM, Dell, etc.) may be required. If required, it will be noted in the Statement of Work.

13. Limitation of Remedies:

The Customer agrees that h-Bar’s sole liability and the Customer’s exclusive remedies for any failure of h-Bar to perform hereunder shall be as follows: (i) h-Bar shall have no liability whatsoever with respect to any claim for failure of the System or the System Software to

perform as expected by the Customer or as warranted by the manufacturer, and Customer agrees to look solely to the manufacturer for maintenance and repair of the System and the System Software; (ii) h-Bar’s entire liability for damages for h-Bar’s failure to perform in accordance with the obligations of the Proposal, whether such damages arise from breach of contract or from a tortious act, including negligence, shall be limited to the lessor of (a) the Customer’s actual damages or (b) that amount of the Total Purchase Price actually paid by the Customer to h-Bar; (iii) h-Bar shall have no liability for special or consequential damages or for any loss profits, exemplary or punitive damages, notwithstanding that h-Bar has been advised of the possibility of such damages and (iv) h-Bar shall not be responsible for any damages incurred by the Customer in connection with any cause that is beyond h-Bar’s control.

14. Interference with Employment Relationships:

The customer hereby agrees to refrain from hiring any employee or subcontractor of h-Bar for the duration of the Agreement period, for one year after the termination of this Agreement, and for one year after the employee’s termination of employment with h-Bar. The customer recognizes that a violation of this provision constitutes irreparable harm to h-Bar and agrees to pay reasonable attorney’s fees necessary for the enforcement of this provision.

15. Support, Site Access, and Security Requirements:

To ensure proper implementation, warranty, service and support for the customer environment (whether customer is a government agency, Prime, orSubcontractor), customer shall provide to h-Bar written guidance regarding any security requirement, including but not limited to security requirements for access to facilities, systems and networks, before the Agreement is executed.

The written guidance shall outline all security requirements associated with information, networks and systems being supported and accessed under the Agreement, including requirements for personnel. All contracts and orders for federal government customers shall provide security guidance in accordance with specific Federal Acquisition Regulations (FARs), including but not limited to FAR 52.204-2 “Security Requirements,” and FAR Subpart 4.4 “Safeguarding Classified Information within Industry.” In compliance with FAR Subpart 4.4, Customer must also provide a Form DD-254 to h-Bar.

h-Bar shall follow the security guidance provided by customer and shall coordinate all security requirements through its Corporate Security Office and Corporate Security Officer. All security requirements shall be specified and disseminated in specified guidelines to include issuance of a Form DD-254 where needed. The requirement shall be provided to, and shall extend to, any subcontractor, and shall cover the entire period of performance, including the full warranty support period for the solution provided.

16. Other Terms and Conditions:

Any resultant order from this Proposal shall be governed by and construed in accordance with the laws of the State of California. Any action commenced by any Party to enforce the terms of any resultant Purchase Order must be brought in the United States District Court for the District of California or the Circuit Court for Orange County, California. The parties consent to the jurisdiction and venue of those Courts to enforce the terms of any order. The parties expressly waive the right to a trial by jury.

(a) Any resultant order from this Proposal shall be governed by and construed in accordance with the laws of the State of California. Any action commenced by any Party to enforce the terms of any resultant Purchase Order must be brought in the United States District Court for the District of California or the Circuit Court for Orange County, California. The parties consent to the jurisdiction and venue of those Courts to enforce the terms of any order. The parties expressly waive the right to a trial by jury.

(b) In the event any paragraph, term or provision in these terms shall be deemed to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the legality, validity or enforceability of any other provision and the remaining terms shall remain in full force and effect as if such illegal, invalid or unenforceable provision was not a part hereof.

(c) The failure of either party to enforce or exercise any right or remedy granted herein or by law shall not constitute a waiver of such right or remedy and shall not relieve the other party of any obligation to comply subsequently with the terms and provisions of the Proposal.

(d) The pricing in this Proposal is based on special discounts from the manufacturer which may be withdrawn at any time until the proposed products are ordered. If the manufacturer withdraws the special discounts, the pricing will change.

17. Cancelation:

The System will be ordered from the manufacturer after this Proposal is accepted and valid Purchase Order (or letter of acceptance/authorization signed by a duly authorized representative of the customer) has been received by h-Bar. The Customer will have the right to cancel or modify the System order without cost providing such notice is received, in writing, by h-Bar, prior to h-Bar placing the system on order. If the order is canceled or modified after h-Bar has placed the System on order, there may be charges from the vendor(s) to h-Bar for the cancellation or modification, which shall be reimbursed by the Customer.

18. Termination:

This agreement can be terminated by either party upon written notice. Reseller holds the right to terminate immediately if you breach any of your obligations hereunder. While you can terminate upon written notice, you will remain liable for all outstanding invoices.

19. Governing Law and Dispute Resolution:

These Terms are governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws principles. Any dispute arising from or relating to these Terms will be settled by binding arbitration as per the American Arbitration Association’s rules.

20. Entire Agreement and Severability

These Terms constitute the entire agreement between us regarding this subject matter and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written. If any provision of these Terms is deemed invalid or unenforceable, it will be struck, and the remaining provisions will still be in full force and effect.

21. Amendment and Waiver:

Any amendments to these Terms require a written instrument signed by both parties. Similarly, no waiver of any provision of these Terms will be effective unless in writing and signed by the waiving party.

22. Notices:

All written notices and communications must be delivered personally, sent by certified or registered mail (return receipt requested, postage prepaid), or sent by overnight courier to the addresses specified on our website.

23. Force Majeure

Neither party shall be liable to the other for any delay or failure to perform any of its obligations (other than for the payment of fees) caused by Force Majeure. If such delay or failure lasts longer than 30 days, then the other party may immediately terminate, in whole or in part, the relevant Order by giving written notice to the delayed party. “Force Majeure” refers to circumstances beyond a party’s reasonable control including, without limitation, act of God, war, riot, civil commotion, terrorist acts, malicious damage, governmental or regulatory actions, accident, breakdown of plant or machinery, local or national emergency, explosions, fire, natural disasters, severe weather or other catastrophes, epidemics/pandemics, general import/export/customs process problems affecting supplies to Supplier or to Customer, shortages in materials, failure of a utility service or transport network, embargo, strike, lock out or other industrial dispute (whether involving Supplier’s workforce or any other party), or default of suppliers or subcontractors due to any of the preceding events.