Legal
Standard Terms of Sale
Terms governing product sales, quotes, licenses, delivery, and related obligations.
These terms and conditions of sale ("terms and conditions" or "Agreement") govern the sale, license, resale, and distribution, as applicable, of third-party vendor ("Vendor") hardware, products, Software (including open-source components licensed or distributed by a Vendor or incorporated into Vendor software), and services (collectively "Products") by vCloud Choice Inc. ("vCloud Choice Inc.") to the entity purchasing or licensing the Products from vCloud Choice Inc. ("Buyer"). vCloud Choice Inc. will not accept any other terms or conditions unless Buyer and vCloud Choice Inc. have executed a written agreement that specifically modifies, supersedes, or replaces these terms and conditions. Certain Vendors require vCloud Choice Inc. to pass through terms to marketplaces, resellers, affiliates, and end users. By purchasing Products from vCloud Choice Inc., Buyer agrees to applicable Vendor pass-through terms.
1. Acceptance of Orders and Quotes
vCloud Choice Inc. may update these terms and conditions. Continued use of the Website or placement of orders after updates are posted constitutes acceptance of the then-current terms. Check these terms periodically.
Quotes and offers from vCloud Choice Inc. are invitations to order, not irrevocable offers, unless expressly stated otherwise in writing. Quote and offer pricing and availability are subject to change until accepted and converted into an order under these terms.
- Prices are for Products only and do not include taxes, freight, duties, or other charges for additional services (collectively "Additional Fees"), except as otherwise provided in our Shipping Policy or stated on the quote or invoice.
- Buyer is responsible for Additional Fees unless expressly agreed otherwise in writing.
- vCloud Choice Inc. may allocate Product supply among buyers and may reject or cancel orders for availability, pricing error, credit, fraud, export, or other legitimate business reasons.
Quotes and RFQs
Customers may submit quote or RFQ requests through our portals or sales channels. An administrative offer may include an expiration date. If no expiration is stated on an issued offer, the offer generally remains valid for seven (7) days from issuance under our quote systems, unless withdrawn earlier. Offers may not extend more than one hundred twenty (120) days from issuance.
An expired, canceled, or withdrawn quote or offer cannot be accepted or used at checkout. Converting an accepted offer into an order is subject to Product availability, payment or credit approval, and these terms. A customer purchase order does not modify these terms unless vCloud Choice Inc. expressly agrees in a signed writing.
Electronic Orders
These terms apply to orders placed by EDI, the vCloud Choice Inc. Website, Buyer’s portal, or other electronic means accepted by vCloud Choice Inc.
2. Delivery
Unless otherwise agreed in writing, vCloud Choice Inc. will deliver or arrange delivery under the Shipping Policy in effect on the date of shipment. vCloud Choice Inc. currently fulfills and ships orders to destinations within the United States only.
Title and risk of loss for hardware Products generally pass to Buyer upon delivery to the first common carrier or as otherwise stated on the invoice, except for Software or services where different delivery rules apply. Buyer must notify vCloud Choice Inc. in writing within five (5) business days after delivery of any claimed shortage or rejection, with reasonable detail. Failure to give timely notice is deemed acceptance of the delivery, subject to applicable warranty and return rights.
3. Price and Payment
Buyer shall bear Additional Fees except as otherwise provided in the Shipping Policy or a signed quote. Invoice prices do not include Additional Fees unless itemized. Pricing information is confidential. Exemption certificates must be provided before shipment if they are to be honored. vCloud Choice Inc. invoices applicable taxes it is required to collect. Amounts are contracted in U.S. Dollars unless otherwise agreed in writing.
Checkout card payments are processed through a third-party payment processor as described in our Payment & Billing Terms. If vCloud Choice Inc. extends credit, Buyer will be invoiced on the agreed terms. Buyer authorizes charges for amounts owed for accepted orders when paying by card.
Collections
If vCloud Choice Inc. engages an attorney or collection agency to collect amounts owed, Buyer shall pay associated reasonable costs, including attorneys’ fees where permitted by law. vCloud Choice Inc. may set off amounts owed by Buyer against amounts owed to Buyer.
4. Returns
Product returns are governed by the Return Policy in effect on the invoice date, or as otherwise provided by vCloud Choice Inc. in writing. Orders identified as non-standard or NCNR (non-cancelable / non-returnable) are non-cancelable and non-returnable except as required by law or expressly agreed in writing. The Return Policy is available at Return Policy. Authorized returns must be shipped to the U.S. address we designate. Buyer bears Additional Fees for replacement Products unless we agree otherwise in writing.
5. Disclaimer of Warranties
EXCEPT AS EXPRESSLY STATED IN WRITING BY VCLOUD CHOICE INC. ON A QUOTE, INVOICE, OR SIGNED AGREEMENT, OR AS REQUIRED BY LAW, PRODUCTS ARE PROVIDED “AS IS.” MANUFACTURER AND VENDOR WARRANTIES, IF ANY, ARE THE PRIMARY PRODUCT WARRANTIES. VCLOUD CHOICE INC. DOES NOT EXPAND THOSE WARRANTIES UNLESS IT EXPRESSLY AGREES IN WRITING. SEE OUR WARRANTY POLICY FOR HOW DOA, DEFECTIVE PRODUCTS, AND MANUFACTURER CLAIMS ARE TYPICALLY HANDLED.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, VCLOUD CHOICE INC. DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Authorized return remedies described in the Return Policy and Warranty Policy are Buyer’s exclusive remedies for Product quality, condition, or performance claims, except where prohibited by law.
6. Limitation of Liability
SUBJECT TO SECTIONS 4 AND 5 AND APPLICABLE LAW, VCLOUD CHOICE INC.’S LIABILITY FOR DAMAGES ARISING UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL: (1) BE LIMITED TO ACTUAL, PROVEN, DIRECT DAMAGES; AND (2) NOT EXCEED THE NET AMOUNT PAID TO VCLOUD CHOICE INC. BY BUYER FOR THE PRODUCT THAT IS THE SUBJECT OF THE CLAIM. VCLOUD CHOICE INC. SHALL NOT BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE, LOST DATA, OR COSTS OF COVER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Website Orders and Vendor Pass-Through Terms
Use of the vCloud Choice Inc. Website and customer portals is also subject to our Site Use & Acceptable Use Policy. Catalog, quote, cart, and checkout features are proprietary to vCloud Choice Inc. or its licensors.
vCloud Choice Inc. does not currently offer its own subscription plans, auto-renewing SaaS billing, or recurring charge plans on the Website. If Buyer purchases a Vendor product that the Vendor sells on a subscription or term-license basis, Buyer’s use and renewal obligations are governed by that Vendor’s terms. vCloud Choice Inc. may invoice or fulfill such Vendor products as a reseller when ordered, but does not operate a separate auto-renew subscription service of its own on this Site.
Electronic Delivery / Access
Unless otherwise agreed in writing, Software or digitally delivered Products may be made available by download or electronic access credentials.
Credit Card Authorization
If Buyer pays by credit or debit card, Buyer represents that it is authorized to use the card and authorizes vCloud Choice Inc. and its processor to charge amounts for the applicable order.
8. Buyer’s Obligations
Compliance with Laws
Buyer represents and warrants that it will comply with applicable laws. Products may be subject to U.S. export control and sanctions laws. Buyer shall not export, re-export, or transfer Products in violation of those laws, including to embargoed destinations or prohibited parties, or for prohibited end uses.
Vendor Restrictions
Some Product sales are limited to a specified territory or channel. Buyer is responsible for complying with Vendor usage restrictions, authorizations, and license terms, and with third-party intellectual property rights.
Anti-Bribery Anti-Corruption
Buyer agrees it has not and will not directly or indirectly offer or pay anything of value to improperly influence any official or person to obtain or retain business, and will not accept such payments.
Software
Software means the machine-readable (object code) version of computer programs. Buyer shall not reverse engineer Software except where permitted by law. Applicable Vendor license agreements govern use of Software. Embedded Software must be used with the intended device and may not be transferred separately unless the Vendor permits.
Buyer authorizes vCloud Choice Inc. to accept, on Buyer’s behalf, end-user license or similar agreements when required to fulfill an order, and shall obtain corresponding authority from its end users where Buyer is a reseller. Licenses are provided by the Vendor, not by vCloud Choice Inc. as publisher, unless expressly stated otherwise.
Records and Audit
Buyer will keep accurate records related to this Agreement for seven (7) years from the date of the record, or longer if required by an applicable Vendor, and allow reasonable audit where required by Vendor terms passed through to Buyer.
Notices and Communications
Buyer consents to receive operational communications regarding Products and shall promptly notify vCloud Choice Inc. of material changes to name, address, or ownership/control relevant to the account.
Indemnification
Buyer will indemnify and hold vCloud Choice Inc. harmless from liabilities arising from Buyer’s breach of this Agreement or Vendor terms, violation of law, negligence or willful misconduct, or claims arising from Buyer’s designs, specifications, modifications, or combination of Products with other products outside Vendor documentation.
9. General
Order of Precedence
Unless a signed master agreement states otherwise, the following order of precedence applies for conflicts relating to a specific order: (1) a signed statement of work or amendment expressly covering that engagement; (2) an accepted vCloud Choice Inc. quote or offer for that order (including stated price, configuration, and expiration); (3) these Standard Terms of Sale; (4) Sales and Services, Payment & Billing, Warranty, Order Cancellation, Return, and Shipping policies as applicable; and (5) Vendor pass-through license or cloud terms for the affected Product. Informational Website notices do not modify signed commercial terms. This hierarchy is provided for clarity and should be reviewed by counsel for enterprise contracts.
Entire Agreement
This Agreement contains the entire agreement of the parties with respect to its subject matter and supersedes prior negotiations on that subject, except for a signed writing that expressly modifies these terms. No waiver is effective unless in writing. Failure to enforce a provision is not a waiver of future enforcement.
Governing Law and Venue
These terms and conditions are governed by the laws of the State of Texas, without regard to conflict-of-law rules. Any provision that is prohibited or unenforceable under Texas law is ineffective only to the extent of that prohibition, without affecting the remaining provisions. Venue for disputes arising out of these terms shall be, at vCloud Choice Inc.’s option, the state or federal courts located in Collin County, Texas (Plano / Dallas–Fort Worth area) or the courts with proper jurisdiction at Buyer’s location.
Force Majeure
vCloud Choice Inc. is not liable for failures to perform (including delivery delays) due to causes beyond its reasonable control, including natural disasters, war, government action, epidemics, labor disputes, carrier failures, or shortages of materials or Products.
Data Protection and Personal Information
Buyer will maintain appropriate controls for personal information it processes in connection with Products and will notify vCloud Choice Inc. promptly of relevant security incidents involving data processed for vCloud Choice Inc. engagements. Enterprise customers that require a Data Processing Agreement may request one as described in our Subprocessors & Data Processing notice.
Trademarks
Buyer will not use vCloud Choice Inc.’s name, logos, or trademarks without written consent. Buyer grants vCloud Choice Inc. a limited right to use Buyer’s name and logo in customer lists and promotional materials unless Buyer opts out in writing.
Accurate Information
Buyer represents that information provided to vCloud Choice Inc. is true and not materially misleading. vCloud Choice Inc. relies on that information for quoting, shipping, tax, and compliance.
Assignment and Survival
Buyer may not assign this Agreement without prior written consent. vCloud Choice Inc. may assign to a successor or purchaser of substantially all assets. Obligations that by their nature should survive termination will survive.
Independent Contractors
The parties are independent contractors. Neither party is the other’s agent or partner by reason of this Agreement alone.