Terms and Conditions

Payments

To ensure the timely shipment of all product, all amounts owed to ERI shall be paid within 48 hours of receipt of Order Confirmation. Product shall not be held by ERI for consolidations with any future purchases. If payment has not been received and/or shipping has not been set up and confirmed within 48 hours, the sale shall be deemed forfeited. For any questions, please contact us.

Weights & Dimensions

All shipments are available for immediate pickup after payment has been received. Please refer to your Order Confirmation for facility address, pickup times, and contacts. For any questions, please contact us.

Warranty & Return Policy

Returns within 30 days of purchase shall be accepted for any tested-working material that proves to be unworking. To request a return, please contact us. Returns may take up to 45 days to process before a credit memo can be issued. For any questions, please contact us.

Functional and Cosmetic Grading Definitions

REC Cosmetic Condition Field	ERI Cosmetic Grade Description
Assigned in Reuse	Assigned in Reuse
C3 = Used Fair (Moderate use and age) Cosmetic blemishes are consistent with wear, including multiple dents, discoloration, and light to heavy scratches Damage to latches, hinges, keyboards, etc. Some parts, panels, bezels, or covers may be missing	Moderate Wear
C4 = Used Good Cosmetic blemishes include scratches and/or other surface imperfections from consistent use, but equipment is in good condition overall Minor wear of labeling may be visible Small dents and small areas of discoloration may be present from the removal of tags No damage to latches or hinges, not any missing parts, panels, bezels or covers	Normal Wear
C9 = New Open Box New, unused equipment in original packaging where factory seals have been broken No signs of wear or alteration	New Open Box

REC Functional Condition Field	Cosmetic Category	ERI Functional Grade Description
Assigned in Reuse	Assigned in Reuse	Assigned in Reuse
Key Functions Working A subset of the primary functions of the device that an ordinary user of the device expects to function are verified working through manual or software tests Software may not be loaded or configured Hardware required for key functions to be tested may have been removed after testing (e.g. Hard Drive) May be missing components or parts not essential to key functions Secondary functions may not be tested or working May not include Focus Materials (e.g. Battery) that are not working or not tested All missing components or parts will be listed for each item	C4 – Used Good C3 – Used Fair	B
Like New All functions tested and verified working through software tests Repaired with OEM original parts Loaded and configured with original manufacturer’s legally licensed software for full operation Meets OEM specifications for full original functionality Software test results are available Zero defects	C9 – New Open Box	New

Standard Terms & Conditions

Customer shall at all times be bound by the terms of the Pre-Audit Questionnaire, the Compliance Letter Agreement, and the NDA signed by Customer.

---

Non-Disclosure Agreement Terms

1. ERI may disclose and may in the future disclose certain information relating to its business, technology, know how, client lists, downstream vendors, employees, inventions (whether patented or not), trade secrets, business and product plans, business relationships, forecasts, financial results or requirements and product development plans to Recipient (collectively, “Information”).
2. Recipient agrees (a) to maintain the Information in confidence and to take all reasonable precautions to protect such Information in similar manner to the precautions Recipient takes with respect to its own confidential and proprietary information; (b) to use such Information solely for the purpose of evaluating whether to enter into a business relationship with ERI; and (c) not to provide copies of materials provided to Recipient by ERI to any third party except (i) as may be authorized in writing by ERI, (ii) to such agents and employees, of Recipient who require access to such Information for the purposes of assisting Recipient provided that the third party executes a written agreement (or is bound by confidentiality provisions) that contain use and nondisclosure restrictions at least as protective as set forth in this Agreement.
3. Recipient shall have no obligation whatsoever hereunder or otherwise with regard to any Information which (a) is in the public domain at the time disclosure to Recipient or which thereafter enters the public domain through no improper action or inaction by Recipient , (b) Information which was in the possession of or known to Recipient prior to its receipt thereof, (c) is rightfully disclosed to Recipient or any third party by any person not in violation of the rights or obligations of Recipient or another person or entity, and (d) is required by law or regulation to be disclosed by Recipient.
4. Upon the request of ERI at any time, Recipient will return or destroy all documents and other tangible media containing any of ERI’s Information and any copies of the same; provided however, Recipient may retain a copy for audit and regulatory purposes.
5. Recipient understands and agrees that (a) nothing herein requires the disclosure of any confidential information of ERI which will be disclosed, if at all, solely at the discretion of ERI or (b) requires Recipient to proceed with any proposed transaction or relationship in connection with which Information may be disclosed. The parties hereby agree that only that Information which (i) is reduced to writing and which is marked as “Confidential” or (ii) a reasonable person would deem confidential, shall be considered Information protected by this Agreement.
6. This Agreement shall remain in full force and effect until the later of (a) three (3) years from the date of this Agreement or (b) the date of the execution and delivery of any transaction among the parties hereto which relates to the treatment of the Information referred to above.
7. Except to the extent required by law, neither party hereto shall disclose the existence or subject matter of the relationship contemplated hereunder or the possibility of entering into a business relationship in ERI.
8. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the protection, use and disclosure of Information. No waiver or modification of this Agreement will be binding on either party unless made in writing and signed by duly authorized representatives of such party.
9. This Agreement shall be governed and construed in accordance with the internal laws of the State of California, without regard to conflicts of law provisions thereof. All disputes under this Agreement shall be resolved by binding arbitration conducted under the rules, and by a three-person panel, of the American Arbitration Association of Fresno. Such arbitrators shall have the authority to award reasonable attorney’s fee and costs.

---

Purchase of Electronic Products from ERI

1. Any electronic material purchased by Customer, including parts and components, that is found to be unworking as of the date of purchase shall be returned to an ERI facility for proper recycling. Customer and ERI shall discuss in good faith the costs associated with shipping the electronic material back to ERI.
2. Customer shall not take any action that jeopardizes ERI’s e-Stewards and/or R2 certification in any respect.
3. Each party agrees to indemnify, save harmless, and defend the other, its affiliates, officers, directors, shareholders, employees and agents (each an “indemnitee”) from and against any and all liabilities, claims, penalties, forfeitures, suits, and the costs and expenses incident thereto (including costs of defense, settlement, and reasonable attorney’s fees), which an indemnitee may hereafter incur, become responsible for, or pay out as a result of death or bodily injuries to any person, destruction or damage to any personal property, or any violation of governmental laws, regulations, or order to the extent caused by the other’s breach of this Agreement or by any negligent act, negligent omission or willful misconduct of the other, its agents, employees or subcontractors in the performance of this Agreement. The obligations described in this paragraph shall survive termination/expiration of this Agreement.
4. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE.
5. During and after the Term of this Agreement, neither party will make, or cause to be made, any statement or disclosure, whether direct or indirect, express or implied, oral or written, to any person, including without limitation any member of the press or public, if such statement is intended or will have the effect of disparaging, ridiculing or defaming the other party, any of its affiliated entities, past or present officers, directors, or employees, or products and services offered or owned by such other party.
6. If ERI is prevented from complying, either totally or in part, with any of the terms or provisions of this Agreement by reason of fire, flood, storm, strike, lockout or other labor trouble, any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental authority, riot, war, rebellion or other causes beyond the reasonable control of ERI, or other acts of God, then upon written notice to Customer, the affected provisions and/or other requirements of this Agreement shall be suspended during the period of such disability and ERI shall have no liability to Customer in connection therewith. ERI shall use reasonable efforts to remove the disability within thirty (30) calendar days of giving notice.
7. The Agreement shall be governed by and construed in accordance with the internal laws of the State of California applicable to agreements made and to be performed entirely within such state, without regard to the conflicts of law principles of such state. If the Parties shall submit all disputes, claims or demands of any kind relating to or arising out of this Agreement (“Controversy”) to a three-step dispute resolution process. The three-step process shall (i) begin with informal negotiation conducted in good faith; (ii) be followed, if necessary, by mediation exclusively in Fresno, CA, initiated by a written demand of one Party served on the other, and if the mediator determines that the Controversy cannot be resolved by mediation or if either Party shall make a written demand therefor, then; (iii) the Controversy shall be submitted to binding arbitration exclusively in Fresno, CA, conducted by a neutral arbitrator, in accordance with the rules and regulations of the American Arbitration Association. The arbitration award shall include attorney’s fees and costs pursuant to this Agreement, and any damages or remedies otherwise available under applicable law, shall be supported by written conclusions of law and fact. Application may be had by any Party to any court of general jurisdiction for entry of judgment based on the arbitration award. The foregoing notwithstanding, either Party may maintain, for the purpose of obtaining a provisional remedy or provisional relief, any underlying action or claim on which such affirmative relief may be based.
8. This Agreement is not assignable by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. A transfer by a party of substantially all of its assets to another entity (whether in one transaction or a series of transactions), or the merger or consolidation of a party with another entity, or the transfer of a controlling ownership interest of such party, will be deemed to constitute an assignment of this Agreement. No delay or omission in the exercise of any right or remedy hereunder shall impair such right or remedy or be construed to be a waiver of or acquiescence in any default.
9. This Agreement and all attachments hereto contain the entire agreement and understanding between the parties and supersede any prior agreements, understandings, or discussions between the parties. It may not hereafter be added to, altered or modified except by written instrument signed by both parties.