Terms of Sale
These Terms and Conditions of Sale (“Terms and Conditions”) between SPARTA SERVICES LLC, on behalf of itself (“SPARTA SERVICES LLC”) and the entity purchasing products from SPARTA SERVICES LLC (“Buyer”) govern SPARTA SERVICES LLC’s sale, license, resale, and distribution, as applicable, of third-party vendor (“Vendor”) hardware, products, services, and software (including all open-source licenses distributed by Vendor, or incorporated into any Vendor software) and SPARTA SERVICES LLC services, which consist of a variety of services sold and performed by SPARTA SERVICES LLC (as opposed to third-party vendor services resold by SPARTA SERVICES LLC) (“SPARTA SERVICES LLC Services”) (collectively “Products”) to Buyer. These are default terms only if general terms and conditions are not otherwise specified.
By purchasing any Products from SPARTA SERVICES LLC, Buyer agrees to all Vendor pass-through terms as may be applicable or required. A list of such pass-through terms is located at Vendor Pass-Through Terms. This list is subject to change and is posted purely for Buyer’s convenience. It is the responsibility of the Buyer to understand which pass-through terms are applicable to them and ensure they have read, understand, and are in compliance with them. Any pass-through terms not listed shall remain applicable to Buyer.
ACCEPTANCE OF PURCHASE ORDERS
1.1 Acceptance: Buyer accepts these Terms and Conditions through any of the following, whichever occurs first:
1.1.1 Buyer submits a purchase order, whether electronically, by phone, or in writing (“Order”) to SPARTA SERVICES LLC regardless of whether the Products ordered are ever delivered or if the purchase order is completely or partially fulfilled, rejected, modified, or canceled.
1.1.2 Buyer provides written acknowledgment.
1.1.3 Buyer accepts any shipment of any Products.
1.1.4 Buyer’s application for credit is submitted to SPARTA SERVICES LLC.
1.1.5 Access of any SPARTA SERVICES LLC e-commerce website using Buyer’s ID and password.
1.1.6 Buyer performs any other act or expression of acceptance.
All Orders are subject to SPARTA SERVICES LLC acceptance, which may occur in writing, Electronic Data Interchange (“EDI”) acknowledgment, or execution of the Order. Acceptance is expressly limited to these Terms and Conditions in their entirety without addition, modification, or exception. SPARTA SERVICES LLC rejects any term, condition, or proposal submitted by Buyer (whether oral or in writing) which is inconsistent with or in addition to these Terms and Conditions. SPARTA SERVICES LLC’s silence or failure to respond to any subsequent or different term, condition, or proposal shall not be deemed to be SPARTA SERVICES LLC’s acceptance.
1.2 Quotations: Quotes from SPARTA SERVICES LLC are applicable for the period specified in the quote. Unless otherwise agreed to in writing by SPARTA SERVICES LLC, quotes are invitations to tender and are subject to change at any time without notice. All information relating to SPARTA SERVICES LLC pricing is proprietary and confidential, and Buyer will keep such information confidential. SPARTA SERVICES LLC quotes are based upon information provided by the Buyer.
1.3 Orders: SPARTA SERVICES LLC reserves the right to schedule and reschedule any Order, upon notice to Buyer, at SPARTA SERVICES LLC’s reasonable discretion, and to decline any order for any reason in SPARTA SERVICES LLC’s sole discretion. Buyer may not change, cancel, or reschedule Orders for Products without SPARTA SERVICES LLC’s prior written consent. SPARTA SERVICES LLC reserves the right to allocate the sale of Products among its buyers.
DELIVERY
2.1 Shipping Policy: Unless otherwise agreed in writing, SPARTA SERVICES LLC will deliver or arrange to deliver the Products in accordance with SPARTA SERVICES LLC’s shipping policy in effect on the date of shipment or, if drop-shipped by the Vendor from a Vendor location, in accordance with the Vendor’s applicable shipping policy.
2.2 Delivery Information: Delivery is subject to SPARTA SERVICES LLC’s receipt of all necessary information and documentation from Buyer including all exemption or resale certificates, licenses, and other documents required from Buyer for delivery of the Product. Buyer shall notify SPARTA SERVICES LLC no later than five (5) days from the invoice date of any claimed shortages or rejections of delivery, with the exception of deliveries that reveal visible external shipping damage, which must be refused immediately upon delivery by the carrier. Buyer shall provide such notice in writing and with reasonable detail, stating the grounds for any such rejection. Buyer’s failure to give such notice within the time specified is deemed an acceptance in full of any such delivery. SPARTA SERVICES LLC shall not be liable for any shipment delays caused by events outside of SPARTA SERVICES LLC’s control.
LIMITED WARRANTY AND EXCLUSIVE REMEDY
3.1 Limited Warranty: SPARTA SERVICES LLC warrants that SPARTA SERVICES LLC Products are sold AS IS. To the extent permitted by law, SPARTA SERVICES LLC makes no other warranty, express or implied, such as a warranty of merchantability, fitness for purpose, or non-infringement. SPARTA SERVICES LLC DISCLAIMS ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, STATUTORY OR OTHERWISE.
3.2 Exclusive Remedy: Buyer’s sole remedies for breach of this limited warranty are, at SPARTA SERVICES LLC’s sole discretion, to:
3.2.1 Re-ship the SPARTA SERVICES LLC Products, or
3.2.2 Refund the portion of the price paid by Buyer that relates to the non-conforming SPARTA SERVICES LLC Products.
PRICE AND PAYMENT
4.1 Additional Fees: SPARTA SERVICES LLC’s prices stated on invoices and quotations are for the Products only and do not include applicable federal, state, municipal, and other government taxes, license fees, freight, and any other similar charges. Buyer is responsible for all Additional Fees.
4.2 Payment Terms: Payment is due as stated on SPARTA SERVICES LLC’s invoice without offset or deduction for withholding taxes or any other fees.
RETURNS
5.1 Returns: All Product returns are subject to SPARTA SERVICES LLC’s then-applicable return policies. If SPARTA SERVICES LLC issues a return authorization to Buyer, Buyer will deliver the Product to SPARTA SERVICES LLC’s specified address and bear additional fees associated with replacement Products.
DISCLAIMER OF WARRANTIES
Buyer acknowledges that SPARTA SERVICES LLC is not the manufacturer of the Products. SPARTA SERVICES LLC makes no representations or warranties of any kind with respect to the Products.
LIMITATION OF LIABILITY
SPARTA SERVICES LLC shall not be liable for any loss, damage, or injury that results from the use or application of Products delivered to Buyer. Liability is limited to actual, proven, direct damages, not exceeding the net amount paid by Buyer.
AUTOMATIC RENEWALS, RECURRING SERVICES, AND OTHER RELATED REQUIREMENTS
8.1 Automatic Renewals: Buyer agrees that SPARTA SERVICES LLC may invoice Buyer for automatic renewals and Subscriptions unless Buyer properly cancels the applicable Subscription.
BUYER’S OBLIGATIONS
9.1 Compliance with Laws: Buyer warrants that it will comply with all applicable laws, codes, ordinances, and regulations.
GENERAL
10.1 Entire Agreement: These Terms and Conditions constitute the entire agreement of the parties and supersede any prior agreements, whether written or oral.
10.2 Governing Law and Venue: These Terms and Conditions will be governed by the internal laws of the State of Washington.
10.3 Force Majeure: SPARTA SERVICES LLC is not liable for failures to perform due to causes beyond its reasonable control.
10.4 Data Protection: Buyer agrees to provide necessary personal information to SPARTA SERVICES LLC and Vendor for transaction fulfillment.
10.5 Trademarks: Buyer will not use SPARTA SERVICES LLC’s name, logos, or trademarks without written consent.
10.6 Independent Contractors: The parties will act as independent contractors.
10.7 Confidentiality: Each party agrees to keep proprietary information confidential for a period of one (1) year.
10.8 Attorney’s Fees: The prevailing party in any legal action shall be entitled to recover reasonable attorneys’ fees and costs.
