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© Pinebar 2025. Pinebar B.V.
These Sale terms (“Agreement”) apply to the purchase of hardware or software (“Product”), or professional services (“Offerings”) ordered by client (“Client”) or quoted by Pinebar B.V. (“Pinebar”). Any additional or inconsistent terms or conditions, including warranties or indemnities, referenced in a purchase order, other document or communication (“Order”) from Client or any course of dealings between the parties or usage of trade are expressly disclaimed and rejected. The sale or Order of any Products or Services is expressly conditioned on Client’s assent to the terms of this Agreement. Client accepts this Agreement unless Client and Pinebar have an effective separate contract signed by both parties, in which case the separate contract applies. Services do not include any Pinebar branded services, or third party branded services which require a separate statement of work. Product or Services may be governed by the original manufacturer’s terms (“OEM Terms”). Client represents and warrants that it will execute and comply with any applicable OEM Terms in relation to the Products or Services. Pinebar may amend this Agreement at any time and without notice.
Unless expressly stated on the quote, Pinebar quotes are subject to change at any time without notice. Orders between Client and Pinebar are established with Pinebar’s written acceptance or Pinebar’s execution of the Order (“Order Acceptance”). Client may not change, cancel or reschedule Orders for Products upon Order Acceptance, and any fees paid according to the Order are non-refundable. Pinebar may correct, without liability, any typographical, clerical or other error or omission in any quote, statement of work, price list, order acknowledgement, invoice, correspondence, or other document. Products sold to Client may not be re-sold.
Prices are quoted in US dollars and are subject to change without notice at any time before Order Acceptance. Prices are net of taxes including sales, use, excise, VAT, environmental, disposal, duties, or other taxes or fees. Client pays the total purchase price for the Product plus shipping (to the extent shipping is not prepaid by Client), including shipping charges that are invoiced to Pinebar because of using Client’s carrier account number. If applicable, Client is responsible for providing Pinebar with a tax exemption certificate acceptable to the taxing authorities or evidence of a valid direct pay permit. In the event an audit by a taxing authority reveals that Client was not entitled to a tax exemption, Pinebar will invoice Client any assessed taxes, penalties, and interest, including court costs, filing fees and attorneys’ fees. For any Services being performed pursuant to a statement of work, Client pays for the Services in the amounts and under the payment schedule listed in the applicable statement of work. If no payment schedule is provided, Client will pay for the Services as invoiced by Pinebar. Except as otherwise specified in a statement of work, Client will reimburse Pinebar for all reasonable out-of-pocket expenses incurred by Pinebar in connection with the performance of the Services, including travel, lodging and meals.
Invoices are due as indicated on Pinebar’s invoice without any setoff, offset or deduction of any payment not due, taxes or otherwise, in the currency indicated on the invoice. Pinebar may invoice Client separately for partial shipments, shipping charges or installment of Services. Payment or credit terms are at Pinebar’s sole discretion, and all Orders are subject to Pinebar’s credit approval. Pinebar reserves the right to suspend further deliveries of Product or suspend Services until payment is received. Client agrees to pay interest on all past-due sums at the lower of 1.5% per month or the highest rate allowed by law. Client grants Pinebar a security interest in the Products to secure payment in full. Client authorizes Pinebar to file a financing statement reflecting any security interest. Unless otherwise provided by applicable law, any credits provided to Client by Pinebar expire if unused within twelve (12) months from the date Pinebar issued the credit.
Any shipping dates provided by Pinebar or any deadlines contained in a statement of work or any other document are estimates only. Pinebar will use commercially reasonable efforts to meet requested shipping times. Pinebar reserves the right to make shipments in installments and allocate the shipment of Products among its customer base. Delay in shipment of one installment will not entitle Client to cancel other installments. Product will ship EXW (facilities of any Pinebar supplier), Incoterms 2010, freight and handling prepaid and added to the invoice. Client authorizes Pinebar to choose the appropriate manner and means of all shipping of Product if a carrier is not designated in advance. For international shipping from the US or within or among non-US countries, expedited shipping, or other special considerations, Client is responsible for paying all actual charges associated with the requests including all export and import duties, or other related costs.
If Client is purchasing title to the Products, such title to Product will not pass to Client until Pinebar has been paid in full for the Products. Notwithstanding anything in this Agreement, title to software, either stand-alone or embedded into Product, remains with the applicable licensor(s), and Client’s rights and obligations related to the software are contained in the license agreement between Client and the licensor(s).
Not all Products are eligible for return. Returns are subject to the OEM Terms or the original manufacturer’s policies. If software was downloaded electronically, it is not returnable. For information contact Pinebar at info@pinebar.org.
Whether Services are quoted, ordered or authorized by Client, the statement of work or quote automatically incorporates this Agreement. Pinebar may use subcontractors to perform Services and Client consents to the use of those subcontractors with or without notice. In the event of a conflict between any term or condition in a statement of work and this Agreement, the statement of work controls. Changes to the scope of the Services in a statement of work will be made only in a writing executed by authorized representatives of both parties. Pinebar has no obligation to start work on a change order until the change order is agreed upon in writing and executed by authorized representatives of both parties. Before Pinebar and its designated subcontractors are authorized to start Services, Client will provide (a) access and all required permissions or authorizations from third parties to access, use, or modify data in Client’s information technology systems and applicable software with authorizations in place at the start of Services and until Services are completed, (b) physical access during normal business hours or other times as agreed upon, (c) timely responses to Pinebar’s inquiries for information, approvals and authorizations, (d) access to staff and resources that Pinebar requires to provide the Services, and (e) a complete back-up of data and software before the start of Services. Pinebar will follow all reasonable written security rules and procedures provided by Client from time to time.
Either party may terminate Services for cause if the other party fails to cure a material default in the time period specified herein. Any material default must be specifically identified in a written notice of termination. After written notice and subject to the warranties in this Agreement, the notified party will have ten (10) days to remedy its performance, unless the parties agree in writing to a different remedy period. Failure to remedy any material default within the remedy period allows the non-beaching party to terminate immediately. In the event of any termination of the Services, Client is responsible for payment of all Services performed and expenses incurred up to and including the date of termination plus any termination fee if one is set forth in the applicable statement of work.
Client understands and agrees that the Products are not manufactured or designed by Pinebar. Only the manufacturer can offer warranties for the Product. To the extent Pinebar receives any written warranties that are transferable from the manufacturer or publisher, Pinebar will pass those on to Client. PRODUCTS MANUFACTURED OR SOFTWARE PUBLISHED ARE PROVIDED ON AN “AS-IS” BASIS BY PINEBAR AND ITS AFFILIATES WITHOUT ANY WARRANTY OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED RELATED TO THE PRODUCTS (INCLUDING WITHOUT LIMITATION, ANY CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, ACCURACY, COMPLETENESS, OR NON-INFRINGEMENT). The disclaimer contained in this section does not affect the terms of any manufacturer’s warranty. Client relies solely on the manufacturer’s specifications for the design or use of the Products in high-risk environments including aircraft or automobile safety devices or navigation, life support systems or medical devices, nuclear facilities, or weapon systems and not rely on any statements, specifications, photographs or other illustrations of the Products that may be provided by Pinebar or its affiliates. Client acknowledges that no employee of Pinebar or its affiliates is authorized to make any representation or warranty on behalf of Pinebar or any of its affiliates that is not expressly in this Agreement.
Pinebar warrants that the Services will be performed in a workmanlike and professional manner. Client’s sole and exclusive remedy and Pinebar’s entire liability with respect to this Services warranty will be, at Pinebar’s option, to either (a) use its reasonable commercial efforts to re-perform any non-conforming Services not in substantial compliance with this warranty or (b) refund amounts paid by Client related to the portion of the Services not in substantial compliance. In each situation (a) or (b), Client must notify Pinebar in writing within ten business days after performance of the applicable Services. EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN ANY STATEMENT OF WORK THAT EXPRESSLY AMENDS PINEBAR’S SERVICES WARRANTY, AND TO THE EXTENT ALLOWED BY LAW, PINEBAR MAKES NO OTHER, AND EXPRESSLY DISCLAIMS ALL OTHER, REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANTS, WHETHER STATUTORY, EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION, ANY CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DURABILITY, TITLE, ACCURACY, COMPLETENESS OR NON-INFRINGEMENT) RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, INCLUDING THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN PERFORMING SERVICES AND ANY RESULTS TO BE OBTAINED FROM THE SERVICES. THIS DISCLAIMER AND EXCLUSION APPLIES EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Client acknowledges that no employee of Pinebar or its affiliates is authorized to make any representation or warranty on behalf of Pinebar or any of its affiliates that is not expressly in this Agreement, statement of work or other document describing Services.
Pinebar and its affiliates will not be liable to Client for any indirect, special, incidental or consequential damages, including without limitation loss of revenue or income, loss of or use of data, operational efficiency, loss of customers or information, arising under this Agreement regardless of the form of action or theory of relief, even if advised of the possibility of such damages. Any liability for direct damages arising under this Agreement, regardless of the form of action or theory of relief, is limited to the purchase price of the Product or the total amount paid or to be paid for Services by Client under the applicable Order that gave rise to liability. Except for claims of non-payment, any claim against Pinebar and its affiliates, of whatever nature, must be brought within one year of Products delivered or completion of the Services.
Client represents and warrants that it will abide by all applicable import and export laws and regulations, both US and foreign, with respect to the Products and it will not transfer, export, re-export, import, or provide access to the Products to any sanctioned or prohibited entity or person. Client is solely responsible for obtaining any license(s) or permit(s) required to transfer, export, re-export, import, or provide the Products and related technology. Client represents and warrants that it and its personnel are not on any list of sanctioned or prohibited entities or persons maintained by the governments of the United States, the European Union, or the Netherlands ,and are not located, incorporated or ordinarily resident in any embargoed country or region of the United States, the European Union or the Netherlands, and are not owned or controlled by or acting on behalf of the government of any such country or region. Client will not use the Products and related technology in relation to chemical, biological or nuclear weapons, rocket systems (including ballistic missile systems, space launch vehicles and sounding rockets) or unmanned air vehicles capable of delivering same, or in the development of any weapons of mass destruction. Client will indemnify Pinebar for any violations of these laws and restrictions.
Pinebar is not liable for failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control (for example, acts of nature, acts or omissions by Client, operational disruptions, man-made or natural disasters, epidemic medical crises, strikes, criminal acts, delays in delivery or transportation, or inability to obtain labor, materials or Products through regular sources).
Except for payment disputes, any dispute, controversy or claim arising out of or in relation to this Agreement, including the validity, invalidity, breach or termination, will be resolved by arbitration in New York, New York under the Commercial Arbitration Rules of the American Arbitration Association (AAA). The tribunal will consist of a single arbitrator to be chosen under the AAA rules. The language of the arbitration will be English. The award will be final and binding on the Parties and will also include legal fees, costs of arbitration and all related matters. Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction. This Agreement is governed by the laws of the State of New York, without regard to its choice of law provisions. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Notwithstanding the foregoing, for any dispute, controversy or claim arising out of or relating to amounts due to Pinebar related to this Agreement, Pinebar is not bound by this arbitration requirement and may at its sole option seek to collect any amounts by legal means available including filing suit in any court with jurisdiction.
Client may not assign this Agreement or any of its rights or obligations without the prior written consent of Pinebar. Pinebar may assign or subcontract all or any portion of its rights or obligations related to the sale of Products or performance of Services or assign the right to receive payments without Client’s consent. Subject to the restrictions in assignment contained in this provision, this Agreement will be binding on and inure to the benefit of the parties and their successors and assigns. No provision of the Agreement may be waived, amended or modified by either party except by a written agreement signed by both Client and Pinebar. Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that Party to enforce its rights. The relationship between Pinebar and Client is that of independent contractors and not that of employer-employee, partnership or joint venture. All rights and obligations of the Parties under this Agreement automatically terminate with a cancellation of Order or termination or completion of Services, except for payment obligations or other terms which by their nature are intended to survive termination including limitation of liability, warranty disclaimers, and this survival provision. This Agreement constitutes the entire agreement between the parties regarding the purchase of Products or Services from Pinebar and supersedes and replaces any previous communications, representations or agreement, written or oral. If any part of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, all other parts will remain in effect. Headings in this Agreement are for reference purposes only and are not to be interpreted as being part of this Agreement. Any notices required under this Agreement must be in writing.
Rev Date: 10.25.24