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Terms

Terms and Conditions

Credit

Unless otherwise agreed to in writing and signed by an authorized representative of Zara Technologies or its relevant subsidiaries, these Sales Terms and Conditions (the "Sales Terms"), as published on Zara Technologies' website at https://www.zaratechnologies.xyz at the time of purchase, apply to all purchases of products and services (collectively referred to as "Products") by the Buyer (the entity placing the order) and Zara Technologies, a Texas-based company, or its appropriate subsidiary(ies) (collectively, "Zara Technologies"). For the purposes of these Sales Terms, "Zara Technologies Services" refers to services provided by Zara Technologies or its subcontractors, which may be offered as a product or as outlined in a Statement of Work (SOW), excluding services offered by manufacturers, publishers, or other third-party service providers ("Vendors"). Zara Technologies will determine the Buyer’s payment terms when the Buyer sets up an account. Buyer’s credit line and payment terms may be adjusted periodically. Zara Technologies reserves the right to modify, increase, decrease, or terminate the Buyer’s credit privileges at any time.

Orders

For all purchases from Zara Technologies, Buyer must: (i) sell the Products only within the authorized territory, following any applicable Vendor restrictions, and comply with U.S. trade policies, laws, and export control regulations; (ii) if requested, provide Zara Technologies with details regarding the territories where Buyer plans to resell the Products; and (iii) not resell Products outside the authorized territory without Zara Technologies' written consent. Certain Products may have additional terms and conditions that apply, as specified in the product description. Buyer’s orders are offers to purchase Products, subject to these Sales Terms. All orders are subject to Zara Technologies’ acceptance. Zara Technologies may decline or cancel any order at any time before acceptance, which occurs when the shipment is made or as specified in these Sales Terms. Zara Technologies’ acceptance of Buyer’s order is limited to these Sales Terms without modifications or exceptions. Any additional terms on Buyer’s documents (e.g., orders) will not be considered valid and will not alter or add to these Sales Terms, even if Zara Technologies does not object to those terms. Buyer confirms that all employees and agents placing orders are authorized to act on Buyer’s behalf. Buyer also agrees that by saving a credit card for future transactions, they consent to store card details for future use. Buyer is responsible for securing login information, as anyone with access can make purchases using saved payment methods. Buyer is liable for all transactions on their account and is responsible for monitoring orders daily. Once orders are accepted, they are binding. Buyer cannot cancel or modify accepted orders without Zara Technologies’ written approval, unless there is a material breach by Zara Technologies that has not been resolved within a reasonable period (at least 10 days). Orders for custom-configured or non-standard Products are non-cancelable and non-returnable.

Price

The price of the Products will be the prevailing rates at the time of shipment, as determined by Zara Technologies. Quoted prices are subject to change without notice and, unless specified in a quote or invoice, do not include taxes, handling, shipping, transportation, duties, or other fees. Buyer is responsible for all applicable taxes and fees, including federal, state, and local taxes. If Buyer is exempt from such taxes, they must provide valid exemption certificates to Zara Technologies before shipment. If special pricing is offered by a Vendor, Buyer must comply with the terms set by the Vendor. Buyer agrees to pay any service fees related to Zara Technologies' handling of special pricing and Vendor benefits, including marketing funds, price protection, and rebates. These terms may require compliance with specific conditions such as selling Products only to specific customers, disclosing customer information for end-user verification, submitting customer invoices, and restricting the sale of Products to certain territories. Failure to meet these conditions may result in Zara Technologies or the Vendor reclaiming discounts and benefits granted to Buyer. Special discounts or promotions are only applicable to Products sold within authorized territories. If Buyer fails to sell within the designated territories, they must repay Zara Technologies for any discounts or promotions received and indemnify Zara Technologies against any resulting losses.

Payment

Buyer agrees to pay all charges according to the payment terms specified in each invoice. Buyer waives any right to set-off or exercise any remedy against Zara Technologies or its subsidiaries, including amounts that Zara Technologies may owe to Buyer. Zara Technologies may apply payments to any outstanding accounts of Buyer. If Buyer defaults on a payment, Zara Technologies may reschedule, suspend, or cancel any orders or deliveries, and demand immediate payment of all outstanding balances. Unless stated otherwise under applicable law, credits provided by Zara Technologies will expire if not used within 12 months.

Transportation

All deliveries to destinations within the U.S. (excluding its territories) will be made FOB origin from Zara Technologies’ designated location. For shipments outside the U.S., deliveries will be made Ex Works (Incoterms 2020). The title and risk of loss or damage to Products (except for software and services) will pass to the Buyer once Zara Technologies delivers the Products to the transportation provider. After shipment begins, Buyer may not change the destination or recipient without Zara Technologies’ written approval. If Zara Technologies arranges transportation, the related charges will be added to Buyer’s invoice. Zara Technologies is not liable for additional transportation charges unless agreed in writing. Zara Technologies is not responsible for delays or partial deliveries. If Buyer requests that transportation fees be charged to a third-party or if the shipment is made "freight collect," Buyer remains responsible for all charges and any cargo claims for loss or damage during transit. Upon receiving delivery, Buyer must inspect Products and obtain written acknowledgment from the transportation provider for any shortages, damages, or issues. If Buyer notices shortages or non-conforming Products, they must notify Zara Technologies in writing within three days of receipt. If not notified within this time, the Products will be considered accepted.

Cargo Claims

Buyer is solely responsible for filing claims for loss, damage, or delay with the appropriate transportation provider. Zara Technologies will assist by providing necessary documentation, but Buyer must file the claim within nine months of the shipment’s delivery or the expected delivery date. Legal action for cargo claims must be filed no later than two years after the claim is denied.

Returns

Buyer may only return Products under the conditions specified in these Sales Terms. Products are generally non-returnable, and prices are non-refundable. Products that are damaged after receipt cannot be returned. To return a product, Buyer must follow Zara Technologies’ return processing guidelines and obtain a valid Return Merchandise Authorization (RMA). Zara Technologies is not required to issue RMAs, and Buyer must ensure that the RMA is clearly visible on the packaging. Returns must be shipped to Zara Technologies’ designated facility and are subject to return charges unless otherwise agreed. If a Product is returned without an RMA or does not meet return requirements, Zara Technologies may refuse it or consider it abandoned. A restocking fee may apply for returns that do not comply with the return terms.

Warranties/Indemnities

Buyer acknowledges that Zara Technologies is not the manufacturer of the Products. Any warranties for Products are provided by the Vendor, and Zara Technologies expressly disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Zara Technologies will pass through any warranties from Vendors to Buyer when applicable. Buyer’s exclusive remedy for Products will be the remedy provided by the Vendor. For Zara Technologies Services, the warranty is limited to re-performance of services that do not conform to the warranty within the specified warranty period. Buyer is responsible for ensuring the accuracy of all orders and shipping instructions. Zara Technologies is not obligated to investigate or confirm these details, and is not liable for incorrect shipment instructions or destination information.

Zara Technologies is not responsible for defending or indemnifying Buyer, its affiliates, or any other party from claims, damages, or liabilities related to the Products, except as provided in these Terms.

Force Majeure

Neither party will be held accountable for delays in performance due to circumstances beyond their control, including, but not limited to, events like fire, flood, tornado, earthquake, war, riots, strikes, labor shortages, epidemics, quarantines, transportation delays, shortages of materials or manufacturing facilities, accidents, boycotts, embargoes, or any other actions or regulations from government authorities. These events will not hold either party liable if they cause a delay or make it impossible for them to meet their obligations.

Compliance

Both parties agree to follow all laws and regulations applicable to their duties under these Sales Terms. Neither party will make any direct or indirect payments or offer anything of value to any government official or their family in order to influence their decisions or gain an unfair advantage in business. If the Buyer plans to ship products outside of the United States, they must inform their customer that the U.S. Department of Commerce controls these products for export and may require authorization before exporting or re-exporting the items.

Restrictions

The Buyer agrees to comply with all applicable Vendor policies, including any restrictions related to product distribution, resale, and territory. It is the Buyer’s responsibility to make sure they follow these rules. The Buyer is not allowed to alter or modify the products or combine them with any other materials or products without the explicit permission of Zara Technologies or the Vendor, as required.

Relationship

The relationship between the Buyer and Zara Technologies is that of independent contractors. Nothing in these Sales Terms should be seen as establishing an employer/employee, franchisee/franchisor, or principal/agent relationship between the two parties. Neither party has the authority to make any guarantees or promises on behalf of the other party.

Governing Law

These Sales Terms will be governed by the laws of the State of California, excluding its conflict of laws rules. Both parties agree that any legal disputes will be handled exclusively in the state and federal courts located in Alameda County, California. The United Nations Convention on Contracts for the International Sale of Goods does not apply. If Zara Technologies has to take legal action to enforce any of these terms, the Buyer agrees to pay all related costs, including reasonable attorney’s fees and court costs.

Notices
All notices and communications must be in writing and can be delivered by: (i) personal delivery; (ii) registered or certified mail, with return receipt requested; or (iii) a nationally recognized courier service to the official corporate address. Notices to Zara Technologies should be sent to: Zara Technologies, [Company Address], Attention: Legal Department.

Publicity

Except for internal announcements or those required by law, accounting rules, or regulatory obligations, any media releases, public announcements, or public disclosures regarding these Sales Terms, the relationship between Zara Technologies and the Buyer, or including the branding of either party, must be approved in writing by the other party before being made public.

Assignment

The Buyer cannot transfer or delegate its rights or duties under these Sales Terms to another party without the prior written consent of Zara Technologies. Any changes in the Buyer’s control will be treated as an assignment of rights. Any assignment made without consent will be void and have no effect. Zara Technologies may transfer its obligations under these Sales Terms to its affiliates. These Sales Terms will remain in effect for both parties and their legal successors.

Validity

If any part of these Sales Terms is deemed unenforceable, it will not affect the enforceability of the remaining parts. Failure to exercise any rights under these terms will not result in a waiver of those rights, and partial use of a right will not prevent the future use of that right. The parties agree to use electronic signatures, which will be legally binding.

Public Sector

When the Buyer is purchasing products for resale to public sector customers (such as federal, state, and local governments, or educational institutions), the Buyer agrees to provide Zara Technologies with all necessary public sector requirements when requesting a quote or placing an order. This includes sending the terms and conditions along with the order, the relevant government agency, and the applicable contract number if available. Zara Technologies’ receipt of these terms does not mean the terms are accepted. The Buyer should contact Zara Technologies for any questions regarding these conditions. Buyer understands that Zara Technologies is a distributor of "Commercial Items" as defined in the Federal Acquisition Regulation (FAR). For federal contracts, the Buyer will only pass on the clauses that are required by law and as specified in FAR 52.244-6(c)(1) or any relevant FAR supplement. The Buyer will not have any rights to unlimited technical data, software, or intellectual property rights from Zara Technologies or any third party.

Support, Site Access, and Security Requirements

When purchasing products for resale, the Buyer agrees to provide Zara Technologies with written details of any necessary security measures for accessing systems, facilities, or networks that are required for fulfilling the order. For public sector clients, including federal, state, or local government agencies, or prime contractors and subcontractors, the Buyer must provide these security guidelines and include relevant forms and contractual clauses. For federal contracts, this includes compliance with the Federal Acquisition Regulations (FAR), including the completion of a Form DD-254, when necessary. The security guidance will be shared with Zara Technologies' Security Office and communicated to the Vendor. These security requirements must be met throughout the contract period, including the warranty support phase.

No Waiver

If either party fails to exercise a right or power under these Sales Terms, it does not waive that right or power. Similarly, a partial or single use of a right will not prevent future exercises of that right.

Survival

Even after the termination of these Sales Terms, certain rights and obligations will remain in effect, such as Confidentiality, Warranties, Indemnities, and Limitations of Liability, all of which will continue.

Data Privacy

The Buyer agrees to allow Zara Technologies and its Vendors to use electronic data related to the Buyer and/or its customers (referred to as “Data”) for the purpose of providing the Products. If the Buyer is a reseller, they confirm that they have obtained the necessary consent from their customers to share their information with Zara Technologies and its Vendors. By using the Products, the Buyer agrees that Zara Technologies may process this data in accordance with its Privacy Statement. The Buyer’s and its customers’ use of Products may also be subject to the privacy policies of the Vendors.

Confidentiality

During the business relationship, either party may disclose confidential business or technical information to the other party. This information should be treated with the same care as each party treats its own confidential information, ensuring that it is not disclosed to unauthorized persons. The confidentiality requirements do not apply to information that becomes public, is already in the other party’s possession, is independently developed, or must be disclosed by law. Zara Technologies may, at its discretion, disclose credit information regarding the Buyer to third parties for informational purposes.

Inspection of Records

The Buyer agrees to allow Zara Technologies to inspect all records related to their business dealings, including any charges or reimbursements under these Sales Terms. Zara Technologies will notify the Buyer at least 10 days in advance of any record inspections.

Entire Agreement / Amendment

These Sales Terms represent the full and complete agreement between the parties, overriding any previous agreements or discussions. Zara Technologies may modify these Sales Terms at any time. No changes to these terms will be binding unless made in writing and signed by an authorized representative of Zara Technologies.