Incorporation Into Every Cirkadis Purchase Order

These Hardware Purchase Terms and Conditions (“Terms”) govern all purchases of Products by Cirkadis and are incorporated by reference into every Purchase Order issued by Cirkadis. By accepting a Cirkadis Purchase Order — whether by written confirmation, commencement of performance, or shipment of goods — Seller agrees to be bound by these Terms in their entirety.

In the event of any conflict between Seller’s quotation, acknowledgment, or standard terms and these Terms, these Terms control. Any pre-printed, standard, or boilerplate terms on a Seller’s acknowledgment or invoice that are inconsistent with these Terms are expressly rejected and have no force or effect. Where Cirkadis and Seller have executed a separate Hardware Sales Agreement or Non-Disclosure Agreement, the executed agreement governs that relationship and supersedes these Terms for that counterparty to the extent of any conflict.

1. Definitions

“Products” means hardware, equipment, IT assets, and related goods purchased by Cirkadis. “Seller” means any individual or entity that sells or offers to sell Products to Cirkadis. “Purchase Order” or “PO” means a written or electronic purchase order issued by Cirkadis. “BOL” means Bill of Lading or any carrier-issued shipment receipt. “Data-Bearing Device” means any hardware capable of storing electronic data, including without limitation hard drives, SSDs, servers, laptops, tablets, mobile devices, networking equipment with embedded storage, and any other storage media.

2. Purchase Orders and Payment

All purchases are governed by the applicable Cirkadis Purchase Order. Payment terms are as stated in the PO. In the absence of stated terms, payment is Net 30 from physical receipt and written acceptance of conforming goods at Cirkadis’s facility. Cirkadis’s acceptance of an invoice does not waive any right to dispute nonconforming goods or to offset disputed amounts against payables. Cirkadis reserves the right to offset any undisputed credit, return, or damage claim against outstanding amounts due to Seller.

3. Inspection and Acceptance

Cirkadis’s carrier signature on a Bill of Lading, shipping receipt, or any delivery document constitutes acceptance of custody only and does not constitute acceptance of goods. Acceptance of goods does not occur until Cirkadis issues written confirmation of acceptance or until the five (5) business day inspection window expires without written dispute — whichever is earlier.

Cirkadis has five (5) business days from physical receipt of goods at its facility to inspect and verify conformance with the Purchase Order and BOL. The inspection window begins upon physical arrival of goods at Cirkadis’s facility, not at the date of carrier pickup or BOL issuance.

4. Shipment Disputes and Nonconforming Goods

If any shipment does not conform to the Purchase Order or BOL — including quantity discrepancies, condition misrepresentation, unauthorized substitutions, incorrect items, or missing items — Cirkadis will provide written notice to Seller within five (5) business days of receipt at Cirkadis’s facility. Notice will identify each discrepancy by item description, serial number where applicable, quantity, and stated versus received condition.

Seller must respond within three (3) business days of Cirkadis’s dispute notice, either: (a) accepting the dispute and issuing a credit or replacement; or (b) arranging return pickup of the nonconforming goods at Seller’s sole cost and expense. Failure to respond within three (3) business days constitutes Seller’s acceptance of Cirkadis’s count and condition assessment as correct and binding. Cirkadis reserves the right to offset all disputed amounts against any outstanding payables to Seller without further notice.

5. Shipping, Risk of Loss, and Packaging

Cirkadis typically arranges pickup by dispatching its own freight carrier, providing a prepaid shipping label, or authorizing shipment on a Cirkadis UPS/FedEx account. In all such cases, risk of loss passes to Cirkadis when the carrier accepts physical possession of the goods at Seller’s location. Prior to that moment, all risk of loss and damage remains with Seller.

Regardless of who controls the carrier or freight account, Seller remains solely and unconditionally responsible for: (i) accurate item count, condition representation, and labeling at time of handoff; (ii) packaging all goods adequately for the mode of transport and in compliance with carrier requirements; and (iii) ensuring the shipment matches the Purchase Order and BOL in all material respects. Damage resulting from inadequate packaging is Seller’s liability regardless of who arranged transport. Seller must document the condition of goods with photographs at time of handoff upon Cirkadis’s request.

6. Data Sanitization — Certification by Fulfillment

Mandatory — applies to all Data-Bearing Devices in every Cirkadis Purchase Order. This certification is a material condition of sale. Non-compliance constitutes a material breach and entitles Cirkadis to reject goods, require return at Seller’s expense, and seek full indemnification.

By accepting and fulfilling any Cirkadis Purchase Order that includes Data-Bearing Devices, Seller certifies, as a material condition of sale and a material inducement to Cirkadis’s purchase, that:

  • (i) all Data-Bearing Devices included in the shipment have been fully sanitized and purged of all user data, credentials, configuration data, and personally identifiable information prior to shipment, in accordance with NIST Special Publication 800-88 (Guidelines for Media Sanitization), current revision, using the method appropriate to the media type;
  •  (ii) no residual user data, enterprise data, personally identifiable information, protected health information, financial data, or any other data remains on any Data-Bearing Device included in the shipment; and
  • (iii) documentation of the sanitization process — including the method used, date performed, and devices processed — is available to Cirkadis upon written request within five (5) business days.

Seller acknowledges that shipment of any Data-Bearing Device containing residual user data constitutes a material breach of the Purchase Order, regardless of whether Seller was aware of the data’s presence. In the event of such breach, Cirkadis is entitled to: (a) reject and return all nonconforming goods at Seller’s expense; (b) recover full indemnification for any resulting liability, regulatory penalties, notification costs, breach response costs, and remediation expenses; and (c) report the incident to applicable regulatory authorities. Cirkadis reserves the right to conduct its own verification of data sanitization on any received device.

7. Title Warranty and Lien-Free Guarantee

By accepting any Cirkadis Purchase Order, Seller warrants that: (i) Seller holds clear, unencumbered, and marketable title to all goods included in the shipment; (ii) all goods are free of all liens, leases, capital lease obligations, security interests, UCC financing statements, and third-party claims of any kind; and (iii) Seller has the full legal right and authority to sell and transfer title to all goods without restriction.

Any goods subsequently subject to a third-party title claim, lien enforcement, or repossession action may be returned to Seller at Seller’s expense. Seller shall defend, indemnify, and hold Cirkadis harmless from all resulting losses, costs, legal fees, and damages arising from any breach of this title warranty.

8. Confidentiality of Purchase Order Terms

The existence, pricing, quantities, item descriptions, and all other terms of any Cirkadis Purchase Order are strictly confidential. Seller shall not disclose any Cirkadis purchasing terms, pricing, quantities, or sourcing relationships to any third party — including upstream suppliers, brokers, or competitors — without Cirkadis’s prior written consent. This obligation survives completion of any transaction for a period of three (3) years.

9. No Assignment or Subcontracting

Seller may not assign, transfer, delegate, or subcontract any Cirkadis Purchase Order, in whole or in part, to any third party without Cirkadis’s prior written consent. Any attempt to assign or subcontract without consent is void and constitutes grounds for immediate cancellation of the Purchase Order without liability to Cirkadis. Cirkadis may assign its rights under any Purchase Order without restriction.

10. Export Compliance

Seller represents and warrants that it is lawfully authorized to sell and transfer the goods described in any Cirkadis Purchase Order, and that such goods are not subject to any export restriction, embargo, denial order, or license requirement that would prevent their lawful transfer to Cirkadis. Both parties agree to comply with all applicable U.S. and international export control laws, including the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and regulations administered by the U.S. Office of Foreign Assets Control (OFAC).

11. Sales Terms

When Cirkadis is the seller of goods or services, separate Hardware Sales Terms and Conditions apply. Those terms are published at cirkadis.com/hardwaresalesterms and govern all transactions in which Cirkadis acts as vendor. These Purchase Terms do not govern transactions in which Cirkadis is acting as seller.

12. Indemnification

Seller shall defend, indemnify, and hold harmless Cirkadis and its officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses — including reasonable attorneys’ fees — arising from: (i) Seller’s breach of any warranty, representation, or obligation under these Terms; (ii) any data breach or regulatory action arising from Seller’s failure to comply with the data sanitization requirements of Section 6; (iii) any third-party title claim or lien enforcement action arising from Seller’s breach of the title warranty in Section 7; or (iv) Seller’s negligence, fraud, or willful misconduct.

13. General Provisions

Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms or any transaction with Cirkadis shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in Orange County, California, before one (1) arbitrator under the AAA Commercial Arbitration Rules. Each party may bring claims only in an individual capacity. Class or representative proceedings are waived. The prevailing party in any dispute is entitled to recover reasonable attorneys’ fees and costs.

Force Majeure

Neither party will be liable for delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, carrier delays, labor disputes, government actions, export control changes, supply chain disruptions, or market conditions. The affected party must notify the other promptly and resume performance as soon as practicable.

Severability and Waiver

If any provision of these Terms is found invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. Cirkadis’s failure to enforce any right under these Terms does not constitute a waiver of that right.

Updates to These Terms

Cirkadis reserves the right to update these Terms at any time. The version published at this URL at the time of a transaction governs that transaction. Continued dealings with Cirkadis after an update constitutes acceptance of the revised Terms.

Questions

For questions about these Terms, contact:

Cirkadis
2680 Orbiter Street, Brea, CA 92821
cirkadis.com