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By making a purchase from or placing an order with SEVN-X LLC, Customer agrees to be bound by and accepts these terms and conditions, unless Customer and SEVN-X LLC have agreed to a separate written fully executed agreement for the applicable transaction, in which case such agreement will govern

This agreement is a binding contract and applies to Customer's purchase of products and services (defined below). No additional or different Terms or Conditions in any Customer purchase order or other form delivered by Customer to SEVN-X LLC apply; such additional or different terms are hereby deemed to be material alterations and notice of objection to and rejection of such terms is hereby given by SEVN-X LLC.

Orders placed by Customer are not binding until accepted by SEVN-X LLC; orders are deemed accepted on delivery of the Products and/or Services to the Customer. All orders are non-refundable, non-cancellable, and non-returnable.

These Terms and Conditions are subject to change without prior notice; however, the version of these Terms and Conditions posted on the Website at the time that Customer placed an order will govern such order unless otherwise agreed in writing by SEVN-X LLC and Customer.

Definitions

Additional Terms means any additional terms or conditions applicable to the specific Products and/or Services as expressly set out in the Order. In the event of a conflict between these Terms and Conditions and any Additional Terms, the Additional Terms shall prevail.

Agreement means these Terms and Conditions, together with the associated Order and any Additional Terms set out therein. In the event of a conflict, the following order of precedence applies: (1) Additional Terms, (2) these Terms and Conditions; (3) the Order.

SEVN-X means SEVN-X LLC, with offices at 200 Barr Harbor Dr suite 400 King of Prussia, PA 19428.

Customer means the entity ordering and/or purchasing Products and/or Services from SEVN-X as specified in the Order.

End User Agreement means the Terms and Conditions or agreement between the Third-Party Provider and Customer applicable to Customer's use of the Products or Services.

Order means SEVN-X's quote and order document specifying the Products and/or Services to be purchased, or Customer's purchase order form incorporating SEVN-X's quote. By placing an Order, Customer agrees to be bound by these Terms and Conditions.

Products means third-party hardware, software, support, SaaS, DaaS, PaaS, managed services, and related items SEVN-X is authorized to resell.

Services means third-party professional services, including consulting, configuration, and related services SEVN-X is authorized to resell.

Third-Party Provider means the manufacturer, distributor, licensor, or provider of the Products or Services resold by SEVN-X.

Website means www.sevnx.com (or the current corporate website).

Reseller Only

Customer acknowledges that:

  1. Products and Services purchased are for internal use only under the End User Agreement.
  2. SEVNX is not the creator, provider, manufacturer, or licensor of the Products or Services.
  3. Customer relies solely on Third-Party Provider specifications

All orders depend on availability, and SEVN-X cannot guarantee fulfillment.

End User Agreement

All Products and Services are subject to applicable End User Agreements. SEVN-X is not a party to any End User Agreement. Customer must look solely to the Third-Party Provider for any claims or obligations.

Some software may renew automatically per the End User Agreement; Customer is responsible for managing notice requirements.

Warranties

All warranties are from the manufacturer per the End User Agreement or the Product documentation.

SEVN-X DISCLAIMS ALL WARRANTIES — EXPRESS OR IMPLIED — INCLUDING MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

Customer’s sole remedy is under the applicable Third-Party warranty.

Indemnification

SEVN-X disclaims indemnification responsibilities for Products and Services. Customer must look solely to the Third-Party Provider for indemnification claims.

Limitation of Liability

SEVNX'S TOTAL LIABILITY IS LIMITED TO:

The amount paid by Customer for the applicable Products or Services under the Order; or For subscription-based Products, the amount paid in the twelve (12) months before the incident giving rise to the claim.

SEVN-X SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, SYSTEM DOWNTIME, OR PROCUREMENT OF SUBSTITUTE GOODS.

These limitations apply regardless of the legal theory asserted.

Payment Terms

Customer is responsible for full payment per the Order, plus Taxes and any shipping, handling, and associated fees. Taxes include sales, use, VAT, excise, duties, etc. Late payments incur 1.5% interest per month and collection costs. Customer must dispute any portion of an invoice in writing before the due date, pay the undisputed amount on time, and promptly resolve disputes.

Shipping, Delivery, Title & Risk of Loss

  • Hardware Products are shipped by the Third-Party Provider.
  • Delivery dates are estimates; SEVN-X is not liable for delays.
  • Risk of loss passes to Customer upon delivery to the carrier.
  • Title to hardware Products passes upon full payment; software title remains with the Third-Party Provider.

Customer must report shipping discrepancies within ten (10) days.

Export Sales

Customer agrees not to export or re-export Products or Services without proper U.S. government authorization and compliance with export control laws. Products are for Customer's internal use only. Customer's sale of Products to any other parties is expressly prohibited under these Terms.

Choice of Law

This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to conflicts of law. The parties irrevocably submit to the exclusive jurisdiction of courts in Montgomery County, Pennsylvania. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL.

These Terms shall constitute the entire agreement between the parties with respect to the subject matter of the Orders. These Terms and any Order shall not be modified or rescinded, except by a writing signed by SEVN-X and Customer. These Terms supersede all contemporaneous and prior oral and written communications, understandings and agreements of the Parties with respect to the subject matter of these Terms. This Agreement shall govern and supersede any preprinted Terms and Conditions stated on or attached to any Order, which are null and void with respect to these Terms and the Order.

General

  • Headings are for convenience only.
  • No waiver of rights unless explicitly in writing.
  • Customer may not assign the Agreement without SEVNX’s written consent.
  • If any provision is invalid, the remaining provisions stay in effect.
  • All notices must be sent by certified mail or courier to:

SEVN-X LLC
200 Barr Harbor Dr, Suite 400
King of Prussia, PA 19428Attention: Legal Department