Acceptance of Terms

These Hardware Sales Terms and Conditions (“Terms”) govern all sales of Products by Cirkadis and are incorporated by reference into every quote, proposal, invoice, Sales Order, and transaction confirmation issued by Cirkadis, and into every Purchase Order submitted by a Purchaser referencing a Cirkadis quote or doing business with Cirkadis. By requesting a quote, submitting a Purchase Order, accepting a Sales Order or invoice, or accepting delivery of any Products, Purchaser agrees to be bound by these Terms in their entirety.

In the event of any conflict between Purchaser’s Purchase Order and these Terms, these Terms control. Any pre-printed, standard, or boilerplate terms on a Purchaser’s Purchase Order that are inconsistent with these Terms are expressly rejected and have no force or effect. Where Cirkadis and Purchaser have executed a separate Hardware Sales Agreement (“HSA”), the executed HSA 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 offered for resale by Cirkadis. “Purchaser” means any individual or entity that requests a quote from, submits a Purchase Order to, or purchases Products from Cirkadis. “Quote” means any written or electronic price quotation issued by Cirkadis. “Sales Order” means a written order confirmation issued by Cirkadis. “Special Order” means any Product sourced, procured, or ordered by Cirkadis specifically at Purchaser’s request that is not part of Cirkadis’s standard inventory.

2. Quotes, Orders, and Binding Effect

A Cirkadis Quote is provided for informational purposes and reflects pricing and availability at the time of issuance. A Quote is not a binding offer. A binding transaction arises when: (a) Cirkadis issues a written Sales Order accepted by Purchaser; (b) Cirkadis issues a written acceptance or acknowledgment of a Purchaser Purchase Order; or (c) Cirkadis ships Products in response to a Purchaser Purchase Order — whichever occurs first. In all cases, these Terms apply to the transaction in full.

No employee or agent of Cirkadis is authorized to bind Cirkadis to any agreement by email or verbal communication without written confirmation from an authorized Cirkadis representative. Cirkadis reserves the right to decline any order at its sole discretion.

3. Pricing, Availability, and Delivery Terms

All prices are quoted EX Works (EXW, Incoterms 2020) from Cirkadis’s facility unless the applicable Sales Order expressly states otherwise. Purchaser is solely responsible for arranging and paying all shipping, freight, insurance, export/import duties, and all other logistics costs. Risk of loss and title pass to Purchaser when Products are made available at Cirkadis’s facility, regardless of who arranges transportation. Cirkadis has no obligation to load Products onto any carrier.

All prices are subject to change without notice due to market conditions, supply availability, upstream cost changes, currency fluctuations, and export control developments. Pricing in any Quote is valid only at the time of issuance and does not guarantee future availability. Cirkadis reserves the right to revoke or adjust any Quote at any time prior to issuance of a binding Sales Order or written order acknowledgment to reflect material changes in market conditions. Errors and Omissions Excepted (E&OE) — Cirkadis reserves the right to correct any typographical error, pricing error, or omission in any Quote, Sales Order, or invoice.

4. Payment, Fees, and Release of Goods

Payment is required in full prior to release of any Products. Purchased items will be made available for pickup, shipment, or carrier release only after payment has been confirmed as fully cleared and posted to Cirkadis’s account by Cirkadis’s accounting department. Submission of a wire transfer reference number, bank receipt, or payment confirmation email does not constitute cleared payment and does not obligate Cirkadis to release goods. Cirkadis will notify Purchaser promptly upon confirmation of cleared funds. Cirkadis is not liable for any delay in release pending payment clearance.
A non-negotiable, non-refundable processing fee of four percent (4%) applies to all payments made via credit card or PayPal. This fee will appear as a separate line item on the invoice. Purchaser may avoid this fee by paying via wire transfer, ACH, or check. By tendering payment via credit card or PayPal, Purchaser acknowledges and accepts this fee unconditionally.

Pickup of Products at Cirkadis’s facility requires a valid pickup authorization code obtained from Cirkadis prior to arrival at the dock. Purchaser’s carrier or representative must present this code at time of pickup. Cirkadis will not release goods to any carrier or individual who cannot present a valid pickup code, regardless of any other documentation presented.

5. Warranties, Condition, and Functionality

All Products are sold “AS IS” unless a warranty is expressly stated in the applicable Sales Order. Cirkadis disclaims all implied warranties, including without limitation any implied warranty of merchantability, fitness for a particular purpose, and non-infringement. Cirkadis does not warrant that Products are free from latent defects. New Products, where expressly warranted in the Sales Order, are warranted against defects in materials and workmanship for thirty (30) days from date of delivery. During any stated warranty period, Cirkadis will, at its option, repair or replace defective Products at no charge. Warranties do not cover damage caused by misuse, accident, unauthorized modification, or improper use.

Condition and Functionality Standard (R2v3)

Unless a quote or Sales Order specifies otherwise, each item sold by Cirkadis is at minimum Condition 4 (C4) and Functionality 3 (F3) as defined under the R2v3 (Responsible Recycling, Version 3) standard:

  • C4 — Condition 4: The item exhibits cosmetic damage (scratches, dents, discoloration, or other visible wear) but is otherwise structurally intact. Cosmetic condition does not affect functionality.
  • F3 — Functionality 3: The item has been tested and confirmed functional for its intended purpose, or was sourced by Cirkadis as tested and pulled from a production environment by a qualified technician. The item performs to its manufacturer specifications for core functionality.
  • Items sourced as C4/F3 by Cirkadis have either been tested in-house by Cirkadis personnel or were purchased from a supplier with a representation that the item was tested and pulled from active use. Cirkadis does not independently re-test every item unless stated in the Sales Order.
  • Items that do not meet the C4/F3 minimum — including cosmetically damaged, non-functional, or end-of-life items — are explicitly designated as Scrap in the applicable quote or Sales Order. No item is sold as scrap without explicit written designation.

Purchaser acknowledges that C4/F3 items may exhibit cosmetic wear consistent with prior use and that such cosmetic condition is not grounds for return or price adjustment unless the Sales Order expressly provides otherwise. If Purchaser requires a higher condition or functionality grade, this must be specified in the applicable quote or Sales Order prior to acceptance.

6. Returns and Restocking

Returns require prior written authorization from Cirkadis (Return Merchandise Authorization — RMA). Products returned without an RMA will not be accepted and will be returned to sender at Purchaser’s expense. Products must be returned in original condition with all accessories, documentation, and original packaging where available.

Special Order Products are non-returnable under any circumstances. Software licenses, activation keys, consumables, and single-use items are non-returnable. For all other approved returns, Cirkadis reserves the right to charge a restocking fee determined at its sole discretion, which may range from zero percent (0%) to one hundred percent (100%) of the original purchase price. Returns approved solely due to Cirkadis error are not subject to a restocking fee. Cirkadis will communicate the applicable restocking fee upon RMA approval.

7. Inspection and Acceptance

Purchaser shall inspect all Products within ten (10) calendar days of delivery. Any claim for visible damage, shortage, or nonconformance must be submitted in writing to Cirkadis within this period, identifying each discrepancy by item description, serial number where applicable, and stated versus received condition. Failure to notify Cirkadis within ten (10) days constitutes irrevocable acceptance of the Products as delivered.

8. Limitation of Liability

IN NO EVENT SHALL CIRKADIS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES — INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION — ARISING OUT OF OR RELATED TO THESE TERMS OR ANY TRANSACTION, EVEN IF CIRKADIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CIRKADIS’S TOTAL AGGREGATE LIABILITY TO PURCHASER ARISING OUT OF OR RELATED TO ANY TRANSACTION SHALL NOT EXCEED THE PURCHASE PRICE PAID BY PURCHASER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.

9. Export Controls

Purchaser shall comply with all applicable U.S. and international export control laws and regulations in connection with the Products, including without limitation the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and the regulations administered by the U.S. Office of Foreign Assets Control (OFAC). Purchaser represents that it is not located in, a national of, or controlled by a government of any country subject to a U.S. embargo. An End User Statement may be required prior to shipment of certain Products. Cirkadis reserves the right to decline any transaction that raises export compliance concerns.

10. Confidentiality

Each party shall keep the other’s pricing, technical specifications, transaction terms, and proprietary information confidential and shall not disclose such information to any third party without prior written consent. Confidentiality obligations survive termination or completion of any transaction for a period of three (3) years. Where Cirkadis and Purchaser have executed a separate Non-Disclosure Agreement, the NDA governs and supplements these confidentiality provisions.

11. Purchasing Terms

When Cirkadis is the purchaser of goods or services, separate Standard Purchase Terms and Conditions apply. Those terms are published at cirkadis.com/purchaseterms and are incorporated into every Purchase Order issued by Cirkadis. These Sales Terms and Conditions do not govern transactions in which Cirkadis is acting as buyer.

12. 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