Terms & Conditions

Unless you have arrangements made in writing with Diversity IT, LLC elsewhere, these terms and conditions apply to every sale (downloadable HERE):

Standard Terms and Conditions for Sale of Goods

1. DEFINITIONS.

“Diversity IT” and “Seller” mean Diversity IT, LLC, a limited liability company organized in accordance with the laws of the State of California, with its principal office located at 27324 Camino Capistrano #129-130, Laguna Niguel, California 92677. Diversity IT is not an authorized reseller or distributor of any manufacturer, such as HP, Cisco, IBM, Sun, Juniper, Linksys, 3COM, EMULEX, APC, Brooktrout, or QLogic.

“Buyer” means the individual, company, or other party who orders Goods from the Seller.

“Good” or “Goods” means the product, equipment, components, parts, and materials Seller sells to and/or ships on behalf of Buyer.

“Price” means the price quoted to Buyer on the date Seller accepts the order.

 “Confidential Information” means non-public business, technical, financial, pricing, customer, order, serial number, logistics, credit, security, or other information disclosed by one party to the other in connection with this Agreement that should reasonably be understood to be confidential.

 “Buyer Information” means information provided by or on behalf of Buyer to Seller in connection with this Agreement, including contact information, billing information, shipping information, purchase orders, credit applications, individual guarantees, resale documentation, manufacturer disclosure/disclaimer forms, RMA requests, return information, tax documentation, shipment instructions, and related communications.

 “Security Incident” means confirmed unauthorized access to or disclosure of Buyer Information or Buyer’s Confidential Information in Seller’s possession or control.

2. APPLICABLE TERMS.

This Agreement, along with the Credit Application, the Individual Guarantee, Seller’s Order Confirmation, and any Secondary Market disclosure/disclaimer, governs the sale of Goods provided by Diversity IT LLC. These terms, together with any applicable addenda, Seller's proposal, price quote, purchase order, or acknowledgment issued by Seller, form the parties’ final agreement (“Agreement”). Seller’s proposal, offer, or acceptance is specifically conditioned on Buyer's acceptance of this Agreement. Any additional or conflicting terms in Buyer's request for proposal, specifications, purchase order, or any other written or oral communication are not binding on Seller unless separately signed by Seller. Seller’s failure to object to Buyer’s additional or conflicting terms does not operate as a waiver of any terms contained in this Agreement.

 Buyer agrees to be bound by this Agreement by submitting a purchase order, accepting a quote, signing an order confirmation, submitting a Credit Application, accepting shipment of Goods, requesting shipment of Goods to a third party, requesting an RMA, or otherwise purchasing Goods from Seller.

 Any information security, confidentiality, privacy, data protection, or security assurance obligations stated in this Agreement apply only to the extent such obligations relate to Seller’s performance under this Agreement and do not modify Seller’s status as a reseller of Goods unless expressly stated in writing by Seller.

3. PRICE.

The Price shall be in US Dollars and in the amount set forth in the Order Confirmation and/or by Seller’s shipping and invoicing documents. Buyer is solely responsible for and shall pay any and all duties and taxes. Seller is never responsible for payment of duties or taxes, and shall never pay duties or taxes on behalf of Buyer. If Seller mistakenly pays or is charged for any duties or taxes, Buyer shall immediately reimburse Seller upon notice from Seller. Seller reserves the right, in its sole discretion, to change or alter the Price. Should Seller elect to a change a Price, then: (a) Seller will notify Buyer in writing; (b) Buyer has the option to cancel or change the purchase order and will notify Seller of its intent in writing within three (3) business days; and (c) if Buyer fails to notify Seller of its intent timely, the change in Price shall be deemed accepted by Buyer.

In the event Buyer requests that Seller purchase a manufacturer’s service or warranty contract for Goods purchased from Seller, Buyer shall prepay all such costs associated with the manufacturer’s warranty before any Goods are shipped. This prepayment is necessary for the Seller to procure and attach the manufacturer’s warranty to the Goods purchased before the Buyer receives the Goods. Buyer’s prepayment for the manufacturer’s warranty is non-refundable under any circumstances.

4. DELIVERY.

The Seller will determine shipping costs and inform the Buyer before shipment, and these costs shall be reflected in the Seller’s quote. In the event that Seller’s quote is silent on shipping costs, Seller’s Prices are based on F.O.B. Seller’s designated North American warehouse. Seller shall not be liable for any loss or expenses incurred by Buyer or Buyer’s customer(s) due to a delay in the delivery of the Goods. When Goods are delivered in installments, failure by the Seller to deliver one or more installments shall not alter the agreement between the Buyer and the Seller with respect to Goods previously delivered or undelivered.

5. PAYMENT TERMS.

Payment from Buyer to Seller shall be net thirty (30) days from receipt of Seller’s invoice. Buyer agrees to pay two percent (2%) interest per month (24% annually) or the maximum legal rate provided under the laws of California, whichever is higher, on any and all amounts not received within the terms specified. In the event that Buyer returns Goods to Seller, Buyer remains obligated to pay Seller the full amount due for the Goods until such time that the Goods are received by Seller pursuant to the terms of Articles 9 and 10 of this Agreement.

6. SECONDARY MARKET DISCLOSURE/DISCLAIMER.

Seller is a Secondary or Open Market Reseller, and is not an authorized reseller or distributor of the Goods or services. By operating in the Secondary Market, Seller is able to set its own pricing levels, in part, based on its ability to source Goods outside a specific channel. Seller typically sources Goods originally sold through a manufacturer’s authorized channel but sold into the Secondary Market so that cost savings can be passed on to Seller’s customers.

Seller ships all new Goods in the manufacturer's original, unopened packaging, with part and serial numbers on the package label, if applicable. If Buyer receives a Good(s) from Seller that a manufacturer states in writing on the manufacturer’s letterhead that the Good(s) have not been produced under the authority or approval of the branded manufacturer, Seller will replace the Good(s) at no charge. Buyer fully understands, acknowledges, and agrees that the Goods were sourced and purchased outside a manufacturer’s authorized channel. As such, a manufacturer, its sales representative, or its partner may take steps to disrupt the sale to preserve the manufacturer’s price structure in the local market. The manufacturer may refuse to honor new or existing warranty contracts. If a Good was purchased in the Secondary Market, the manufacturer may require it to undergo recertification. Seller is not responsible nor has any liability of any sort should Buyer or Buyer’s customer enter into a dispute with the manufacturer.

 Seller maintains commercially reasonable procedures designed to support supplier review, order documentation, serial number tracking where available, and escalation of credible product authenticity concerns. Buyer acknowledges and agrees that such procedures are intended to support Seller’s internal sourcing and order fulfillment processes and do not create any manufacturer authorization, manufacturer warranty, manufacturer support obligation, or representation that Seller is an authorized reseller or distributor of any Manufacturer.

 Goods may be subject to manufacturer terms, warranty terms, license terms, software terms, support terms, registration requirements, recertification requirements, end-user terms, or other third-party terms. Buyer is solely responsible for reviewing and complying with any such third-party or manufacturer terms applicable to the Goods. Nothing in this paragraph modifies Seller’s Secondary Market Disclosure/Disclaimer, warranty disclaimer, limitation of liability, or return procedures.

7. RECEIPT OF GOODS.

A. Goods shipped directly to Buyer. Buyer shall examine the Goods immediately upon receipt and shall notify the Seller in writing within five (5) days of any defect (including any discrepancy in the condition of the Goods) or short delivery. If the Buyer does not notify the Seller in writing within five (5) days of delivery, the Goods are deemed accepted by the Buyer.

B. Goods are drop shipped to a third party. Goods may be drop shipped to a third party at Buyer's request. Goods are accepted by Buyer if Seller is not notified in writing within five (5) days from the date of delivery. After five (5) days from the date of delivery, the Seller shall not be liable for any short delivery or defect (including any discrepancy in the condition) of the Goods. If such written notice is not received from Buyer within the five (5) days, full payment for the Goods is due to Seller from Buyer.

If any third party, including any manufacturer, makes an allegation regarding the condition of the Goods delivered to either the Buyer or to a dropped shipped receiver of the Goods, such allegations shall never be grounds to return the purchased Goods unless: (i) the allegations identify every Good at issue by serial number and are in a writing on the letterhead of the entity making the allegations; and (ii) are signed by the employee of the entity making the allegations. Then and only then will Seller consider such allegations; however, it is still Seller’s sole discretion whether to allow a return of the Good(s). Seller shall never be a party to any dispute between Buyer or Buyer’s customer and any manufacturer.

BUYER EXPRESSLY AGREES THAT IT SHALL BE LIABLE FOR PAYMENT OF ALL GOODS THAT ARE NOT OBJECTED TO AS DEFECTIVE BEYOND FIVE DAYS AFTER THE DATE OF DELIVERY AND SHALL PAY ALL INVOICES FOR SUCH GOODS ACCORDING TO THE SPECIFIED PAYMENT TERMS.

 Seller may maintain order, shipment, delivery, serial number, defect notice, and return records as reasonably necessary to process orders, support returns, resolve disputes, comply with applicable law, and maintain internal business records. Buyer shall provide accurate and timely information necessary for Seller to process Goods, shipments, defect notices, and any RMA requests.

8. WARRANTY.

SELLER IS NOT AN AUTHORIZED SELLER OF HP, CISCO, IBM, SUN, JUNIPER, LINKSYS, 3COM, EMULEX, APC, BROOKTROUT, OR QLOGIC PRODUCTS OR SERVICES. SELLER IS A RESELLER ONLY. IF BUYER IS AN AUTHORIZED SELLER OR RESELLER FOR ANY MANUFACTURER AND BUYER CHOOSES TO PURCHASE SUCH MANUFACTURER’S GOOD FROM SELLER, ANY DISPUTE BETWEEN BUYER AND MANUFACTURER OF THE GOOD IS SOLELY BETWEEN BUYER AND MANUFACTURER. IF THE BUYER IS NOT AN AUTHORIZED SELLER OR RESELLER FOR ANY MANUFACTURER AND THE BUYER CHOOSES TO PURCHASE ANY MANUFACTURER’S GOOD FROM THE SELLER, ANY DISPUTE BETWEEN THE BUYER AND THE MANUFACTURER OF THE GOOD IS SOLELY BETWEEN THE BUYER AND THE MANUFACTURER. UNDER NO CIRCUMSTANCES IS SELLER A PART OF OR PARTY TO ANY DISPUTE BETWEEN BUYER OR BUYER’S CUSTOMER AND ANY MANUFACTURER. GOODS SOLD BY SELLER ARE NOT MANUFACTURED BY SELLER. THE GOODS MAY BE COVERED BY A MANUFACTURER’S WARRANTY, SERVICE, OR SUPPORT POLICY. IF SUCH MANUFACTURER’S WARRANTY IS PRESENT, SELLER ON DATE OF SHIPPING ASSIGNS AND PASSES TO BUYER ANY SUCH WARRANTY OF THE MANUFACTURER. BUYER AGREES, ACCEPTS, AND ACKNOWLEDGES THAT BUYER SHALL HAVE EXCLUSIVE RECOURSE AGAINST THE MANUFACTURER OF SUCH GOODS ONLY UNDER SUCH WARRANTIES. IF REQUESTED BY THE BUYER IN WRITING, THE SELLER MAY BE ABLE TO PURCHASE A MANUFACTURER’S WARRANTY, SERVICE, AND SUPPORT POLICY. IN THE EVENT BUYER MAKES SUCH A REQUEST AND SELLER IS ABLE TO PURCHASE A MANUFACTURER’S WARRANTY, SERVICE, AND SUPPORT POLICY, THEN BUYER HEREBY AGREES TO PREPAY SELLER THE FULL COST OF SUCH PURCHASE. ANY AMOUNT PAID BY BUYER TO SELLER FOR SUCH WARRANTY, SERVICE, OR SUPPORT POLICY IS NON-REFUNDABLE UNDER ANY CIRCUMSTANCE. SELLER MAKES NO REPRESENTATION OR EXPRESS WARRANTY REGARDING ANY GOODS PURCHASED BY BUYER FROM SELLER EXCEPT THOSE STATED HEREIN. SELLER SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY GOODS PURCHASED BY BUYER FROM SELLER, INCLUDING AND WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. SELLER OFFERS A THIRTY (30) DAY ADVANCED REPLACEMENT WARRANTY FROM THE DATE OF SHIPPING ON GOODS PURCHASED FROM SELLER. SHOULD A GOOD FAIL TO OPERATE UNDER THE MANUFACTURER’S SPECIFIED OPERATING ENVIRONMENT WITHIN THIRTY (30) DAYS FROM THE DATE OF SHIPMENT, SELLER WILL PROVIDE A REPLACEMENT IN EXCHANGE FOR THE DEFECTIVE GOOD. BUYER SHALL BE RESPONSIBLE FOR ALL COSTS AND EXPENSES RELATED TO THE REMOVAL AND RETURN TRANSPORTATION OF THE GOOD TO SELLER, AS WELL AS THE TRANSPORTATION COSTS OF THE REPLACEMENT GOOD.

9. RETURN MERCHANDISE AUTHORIZATION POLICY.

Defective Goods may be replaced within thirty (30) days of receipt of Goods. Seller offers advanced replacements on dead-on-arrival (“DOA”) Goods. Non-defective Goods returned will be handled on a case-by-case basis. In order to receive credit, minus a twenty-five percent (25%) restocking fee, Goods must be returned in the same condition as delivered and within thirty (30) days of receipt. All returns must have an authorized Return Merchandise Authorization Number (“RMA”) issued by Seller, which RMA is valid for fourteen (14) days after issuance. Seller will reject any product returned to Seller without an authorized RMA number, and no credit will be given to Buyer (therefore, the full price is due and payable to Seller plus any and all interest charges from the date of the invoice).

10. PRODUCT RETURN PROCEDURE.

To return Goods within thirty (30) days of the shipping date, Buyer shall request an RMA in writing and receive it from Seller (see Article 9 above). In such a written request, the Buyer shall provide a specific reason for the return of each Good, including the requested serial number. The Seller shall not accept returns without prior written authorization from the Seller and an RMA. Seller shall receive goods from Buyer within fifteen (15) days of the date Seller issues the RMA. All and any RMAs shall be prominently displayed on the shipping label on boxes containing any returned goods. Buyer shall owe to and pay to Seller the full amount due for the Good until such Good is returned to Seller pursuant to an authorized RMA and in the same condition in which the Good was shipped. Authorized returns may exclude special order Goods and are subject to the Seller’s approval.

If a Good return is requested after the initial thirty (30) days from the shipping date, it is the sole discretion of the Seller whether the return will be accepted. A 25% restocking fee shall apply if the return of the Good is approved.

Buyer is solely responsible for shipping and payment of any shipping costs, including insurance, for all Goods returned to Seller. Buyer shall use carriers that provide proof of delivery and insurance for the entire value of the shipment. Buyer is responsible for all risk of loss for the returned Good during shipment. All returned Goods shall be 100 percent complete, in resalable condition (manufacturer’s seals intact), and will include the original packaging material, manuals, blank warranty cards, and other accessories provided by the manufacturer. If any Good does not meet any of these conditions, Seller may, in its sole and absolute discretion, reject any portion of or all the returned Goods, and Buyer shall be responsible for full payment.

To the extent any return, RMA request, shipment record, serial number, or related communication contains Buyer’s Confidential Information or Buyer Information, Seller will use such information only for order administration, return processing, warranty coordination, dispute resolution, legal compliance, and related business purposes.

11. CREDIT APPLICATION AND INDIVIDUAL GUARANTEE.

If payment for Goods ordered by Buyer from Seller is not paid in full before shipping, Seller must receive from Buyer a completed and signed Credit Application and a signed Individual Guarantee. The Credit Application and Individual Guarantee are subject to the Seller’s approval before any product will be shipped. The Credit Application includes an Individual Guarantee by an officer of Buyer for the total amount of credit extended to Buyer by Seller.

If payment for Goods ordered by Buyer from Seller is paid in full before shipment, Seller must receive from Buyer a signed Credit Application with only Sections A and B completed before Seller will ship any Goods. If Buyer is an Authorized Manufacturer Reseller, Seller must receive from Buyer a signed manufacturer disclosure/disclaimer before Seller ships any Goods.

Seller will use information submitted in a Credit Application, Individual Guarantee, manufacturer disclosure/disclaimer, or related credit review documentation only for credit review, account administration, billing, collection, fraud prevention, legal compliance, and related business purposes. Seller will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect such information against unauthorized access, use, disclosure, alteration, or destruction. Seller may disclose such information to its employees, officers, affiliates, credit references, financial institutions, collection professionals, legal advisors, accountants, insurers, and service providers only as reasonably necessary for those purposes or as required by law.

12. INDEMNITY.

Seller and Buyer (each as an “Indemnitor”) shall indemnify the other (“Indemnitee”) from and against all third-party claims alleging bodily injury, death, or damage to a third party’s tangible property, but only to the extent caused by the Indemnitor’s negligent acts or omissions. If the injury or damage is caused by the parties’ joint or contributory negligence, the loss and/or expenses shall be borne by each party in proportion to its degree of fault. No part of the Goods, Buyer’s site, or Buyer’s customer site is considered third-party property. Indemnitee shall provide the Indemnitor with prompt written notice of any third-party claims covered by this Article. Indemnitor has the unrestricted right to select and hire counsel, defend and/or settle the claim on the Indemnitee’s behalf.

Nothing in this Article 12 limits either party’s obligations under any confidentiality, information security, or data protection provision expressly stated in this Agreement.

13. LIMITATION OF LIABILITY.

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, SELLER IS NOT LIABLE, WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR: LOSS OF USE, REVENUE, SAVINGS, PROFIT, INTEREST, GOODWILL OR OPPORTUNITY, COSTS OF CAPITAL, COSTS OF REPLACEMENT OR SUBSTITUTE USE OR PERFORMANCE, LOSS OF INFORMATION AND DATA, CLAIMS ARISING FROM BUYER’S THIRD PARTY CONTRACTS, OR FOR ANY INDIRECT, SPECIAL, LIQUIDATED, PUNITIVE, EXEMPLARY, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE. SELLER’S MAXIMUM LIABILITY IS LIMITED TO THE AMOUNT ACTUALLY PAID TO THE SELLER BY THE BUYER FOR THE GOOD OR THE PURCHASE PRICE OF THE GOOD SOLD, WHICHEVER IS LOWER.

BUYER AGREES THAT THE EXCLUSIONS AND LIMITATIONS IN THIS ARTICLE 13 WILL PREVAIL OVER ANY CONFLICTING TERMS AND CONDITIONS IN THIS AGREEMENT AND MUST BE GIVEN FULL FORCE AND EFFECT WHETHER OR NOT ANY OR ALL SUCH REMEDIES ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE AND REGARDLESS OF WHETHER SELLER HAS BEEN ADVISED BY BUYER OF THE POSSIBILITY OF SUCH DAMAGES.

The confidentiality, information security, and data protection provisions of this Agreement are subject to the exclusions and limitations of liability in this Article 13 unless a different limitation is expressly agreed to in a separate written agreement signed by Seller.

14. GOVERNING LAW.

This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded. Seller and Buyer agree to resolve any disputes in accordance with the procedures set forth in Article 15, including the jurisdiction where the dispute will be heard.

15. DISPUTE RESOLUTION.

Either party may give the other party written notice of any dispute arising out of or relating to this Agreement or an order that has not been resolved in the normal course of business. The parties shall attempt, in good faith, to promptly resolve such dispute through negotiations among executives who have the authority to settle it. If a dispute cannot be settled through direct negotiations, the parties agree to first endeavor to resolve it through voluntary, non-binding mediation before resorting to arbitration. The voluntary agreement of both parties will select a mediator, or, if they cannot agree, a mediator will be selected in accordance with the rules of the American Arbitration Association. The mediation shall be held in Orange County, California. Each party shall bear its own costs and expenses, and shall bear an equal share of the administrative and other fees associated with the mediation. Any dispute that remains unresolved following mediation shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The place of arbitration shall be Orange County, California. Each party submits to the personal jurisdiction of such arbitration and to the confirmation of a judgment. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having competent jurisdiction. The arbitrator(s) shall award to the prevailing party, if any, as determined by the arbitrator(s), all of its costs and fees. “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees. In rendering the award, the arbitrator(s) shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of California.

16. STATUTE OF LIMITATIONS.

To the extent permitted by law, any lawsuit for breach of contract, including breach of warranty, arising out of this contract, must be commenced no later than twelve (12) months from the date the cause of action accrued or the Goods were delivered to Buyer, whichever is earlier.

17. THIRD PARTIES.

This contract does not create a contractual relationship with, impart obligations on, or confer rights to any third party.

18. WAIVER.

Failure of either party to require performance of any provision shall not affect its right to require full performance of that provision thereafter. The waiver by either party of a breach of any provision shall not constitute a waiver of any subsequent breach or nullify the effectiveness of such provision.

19. SEVERABILITY.

The invalidity or unenforceability of any provision of this Agreement shall not affect the enforceability or validity of the remaining provisions, and the Contract shall be construed in all respects as if any invalid or unenforceable provision were omitted.

20. ENTIRE AGREEMENT.

This Agreement constitutes the entire contract between the parties and supersedes any prior agreement, understanding, discussion, or representation. The terms of this sale are expressly limited to these terms and conditions. Any changes, modifications, or additions to the Agreement are binding and enforceable only if made in writing and signed by the respective parties. Any and all terms set forth on Buyer’s purchase order or otherwise proposed by Buyer are hereby objected to and shall be void unless expressly agreed to in a written document signed by both parties.

21. CONFIDENTIALITY, DATA PROTECTION, AND SECURITY.

 Each party shall use commercially reasonable care to protect the other party’s Confidential Information from unauthorized access, use, or disclosure and shall use such Confidential Information only as reasonably necessary to perform under this Agreement, exercise rights under this Agreement, comply with applicable law, or resolve disputes relating to this Agreement.

 Seller will maintain an information security program appropriate to the nature and scope of Seller’s business and designed to protect Buyer Information in Seller’s possession or control. Seller’s information security obligations apply to Seller’s business records and information systems used to process orders, accounts, shipments, credit documentation, returns, and related communications, and do not apply to the design, manufacture, firmware, software, cloud services, security configuration, vulnerabilities, or operation of any Manufacturer’s Goods unless expressly agreed in writing by Seller.

 Seller may use suppliers, warehouses, carriers, freight forwarders, payment processors, credit service providers, technology providers, professional advisors, insurers, collection professionals, and other service providers as reasonably necessary to perform under this Agreement. Where such service providers handle Buyer Information or Buyer’s Confidential Information, Seller will use commercially reasonable efforts to engage service providers subject to confidentiality, security, or professional obligations appropriate to the nature of the services provided.

 Seller may retain Buyer Information, transaction records, credit records, shipment records, serial number records, RMA records, invoices, tax records, and related communications for as long as reasonably necessary for legitimate business purposes, legal compliance, tax and accounting requirements, fraud prevention, collections, dispute resolution, enforcement of this Agreement, and maintenance of Seller’s internal records. When such information is no longer reasonably required, Seller will dispose of it using commercially reasonable methods appropriate to the nature of the information.

 Seller will notify Buyer without undue delay after Seller confirms that a Security Incident has resulted in unauthorized access to or disclosure of Buyer Information or Buyer’s Confidential Information in Seller’s possession or control. Such notice will include, to the extent known and legally permitted, a general description of the incident, the type of information involved, steps taken or planned by Seller to address the incident, and any steps reasonably recommended for Buyer. Seller’s notice of a Security Incident shall not be construed as an admission of fault, liability, or breach of this Agreement.

 Upon Buyer’s reasonable written request and subject to confidentiality restrictions, Seller may provide security assurance information reasonably related to Seller’s information security program, such as a security overview, completed security questionnaire, applicable policy summaries, or the current third-party assurance report if available. Seller may require Buyer to execute a separate nondisclosure agreement before providing any such information.

22. GENERAL PROVISIONS.

 Seller shall not be liable for delay or failure to perform caused by circumstances beyond Seller’s reasonable control, including natural disasters, labor disputes, transportation delays, supplier or manufacturer delays, shortages, import or export restrictions, customs delays, government action, power failures, telecommunications failures, cyber incidents, or similar events beyond Seller’s reasonable control.

 Any Credit Application, Individual Guarantee, Order Confirmation, manufacturer disclosure/disclaimer, addendum, amendment, or other document related to this Agreement may be executed electronically and in counterparts. Electronic signatures, scanned signatures, digital signatures, and electronically accepted documents shall have the same legal effect as original signatures to the fullest extent permitted by applicable law.

Any provision that by its nature should survive expiration, cancellation, or termination of an order or this Agreement shall survive, including payment obligations, warranty disclaimers, return obligations, confidentiality, information security, limitation of liability, indemnity, governing law, dispute resolution, statute of limitations, data retention, recordkeeping, and any accrued rights or obligations.

Nothing in Articles 21 and 22 shall be interpreted to alter Seller’s warranty disclaimers, limitation of liability, secondary market disclosure, RMA requirements, payment terms, delivery terms, manufacturer-related disclaimers, or return procedures unless expressly stated in writing and signed by Seller.