These Terms of Service ("Terms") for hardware sales govern all purchases of hardware products ("Products") from SLYD LLC, a Delaware limited liability company with its principal place of business in Illinois ("SLYD," "we," "us," or "our"), by any business customer ("Customer" or "you") for commercial or business use only.
SLYD operates exclusively as a business-to-business (B2B) distributor and reseller of hardware Products (and not as a manufacturer), and it sells Products only through its online and direct sales channels (e.g., via our website, telephone, or email). SLYD maintains no physical retail storefront or location.
By placing an order for Products on our website or via any SLYD sales channel, you agree to be bound by these Terms. This Agreement, together with any order form, quote, or invoice provided by SLYD, constitutes the entire agreement between you and SLYD regarding your purchase of Products. We do not accept any additional or conflicting terms from you (for example, terms included on a purchase order), and all such terms are hereby rejected unless expressly agreed to by SLYD in a written document signed by an authorized representative.
2. Orders and Acceptance
Order Placement: All orders submitted by you (including via purchase orders or through our website checkout) are deemed offers to purchase Products under these Terms. SLYD reserves the right to accept or reject any order in its sole discretion (for example, if a Product is out of stock, discontinued, or if there is a pricing/error issue) before shipment. An order is considered accepted only when SLYD issues a written order confirmation (including via email) or ships the Product, at which point a binding contract is formed.
No Cancellations: Once an order is placed by you and accepted by SLYD, it is final, non-cancellable, and irrevocable. You acknowledge that you have no right to cancel or modify an order after it is submitted and confirmed, except with SLYD’s prior written consent. Non-refundable deposits may be required for certain orders (as specified by SLYD); any such deposit is strictly non-refundable. If SLYD does agree in writing to cancel an order (in its sole discretion), SLYD may charge you cancellation or restocking fees as appropriate.
Changes to Orders: Order changes or modifications after acceptance are generally not permitted. In special cases, SLYD may, at its discretion, agree to a change (for example, a revised delivery schedule or a change in Product quantities), but any such change must be confirmed by SLYD in writing and may be subject to additional charges. SLYD’s decision to accommodate a change in one instance shall not waive or lessen SLYD’s rights to enforce the no-cancellation policy on any future order.
Product Availability: All orders are subject to the availability of the requested Products. SLYD does not guarantee the availability of any Product and may cancel an order (or an individual line item of an order) if the Product is discontinued by the manufacturer, back-ordered for an extended period, or otherwise unavailable. In the event SLYD cannot fulfill an order because the Product is unavailable, SLYD will notify you as soon as practicable and, if payment has been received, will issue a refund or credit for the affected item. This refund or credit is your sole remedy for unavailability of Products. SLYD shall not be liable for any damages, losses, or costs arising from any delay or inability to supply Products.
3. Pricing and Payment Terms
Prices: Product prices are as listed on the SLYD website or as quoted directly by SLYD at the time of your order. All prices are in U.S. Dollars unless stated otherwise in writing. Prices are exclusive of any applicable taxes, shipping and handling charges, duties, and fees unless explicitly noted. You are responsible for all taxes and government-imposed charges associated with your purchase of Products (excluding any taxes on SLYD’s income). This includes, without limitation, any sales/use tax, value-added tax (VAT), goods and services tax (GST), import duty, and related penalties or interest, as applicable. If you are tax-exempt, you must provide SLYD with a valid exemption certificate prior to purchase.
Invoicing and Payment: SLYD will issue an invoice upon acceptance of your order. Unless otherwise specified by SLYD in writing, payment for all Product orders is due in full at the time of order (for example, via immediate credit card charge, ACH transfer, or wire transfer). For approved business accounts, SLYD may, at its discretion, extend credit terms (e.g., Net 30 days from the invoice date); if credit terms are granted, you must pay all invoices in full by the due date. Late payments may incur interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower) on the outstanding balance, and you will be responsible for all costs of collection (including reasonable attorneys’ fees).
Non-Refundable Deposits: If SLYD requires a deposit for a custom order, high-value order, or special procurement, that deposit is non-refundable. In the event you fail to pay the remaining balance when due or otherwise breach your obligations, SLYD may retain the deposit as liquidated damages (and not as a penalty), in addition to any other rights or remedies available to SLYD.
No Set-Off: All payments must be made in full to SLYD without any set-off, deduction, or withholding. You may not offset or withhold any amount owed for a Product based on any counterclaim, offset, or dispute with SLYD or any third party.
Price Changes and Errors: SLYD reserves the right to change Product pricing or other fees at any time prior to order acceptance. In addition, SLYD is not responsible for pricing, typographical, or other errors in any offer or listing, and SLYD reserves the right to cancel any orders arising from such errors even after an order is confirmed. If a pricing error is discovered after your payment has been processed, SLYD will inform you of the error and give you the option to proceed with the order at the correct price or cancel the order. If the order is canceled due to a pricing error, SLYD will issue a refund of any amounts you have paid as your sole remedy.
4. Delivery and Shipping
Delivery Terms: SLYD will arrange shipment of Products to the delivery address you specify in your order. Any delivery or shipment dates provided by SLYD (whether on our website, in a quote, or in an order confirmation) are estimates only, and while SLYD will make reasonable efforts to meet them, we do not guarantee delivery on any specific date and are not liable for any delays in transit or delivery. SLYD may fulfill your order in one or more partial shipments at our discretion. Any delay or failure to deliver any particular installment will not relieve you of your obligation to accept the remaining deliveries of your order. Title to and risk of loss for each Product passes to you when SLYD delivers the Product to the carrier for shipment (FOB Origin, shipping point). You are responsible for all shipping and handling costs associated with delivery of the Products, unless otherwise expressly agreed by SLYD.
Inspection: You should promptly inspect all shipments of Products upon delivery. If any Products or packaging appear damaged, defective, or incorrect upon arrival, you must notify SLYD in writing within three (3) business days of delivery. Failure to provide SLYD with notice of any such issue within the 3-day period may limit your ability to obtain a remedy under the manufacturer’s warranty, and you will be deemed to have accepted the Products as delivered.
Shipping Issues: SLYD is not responsible for shipping delays, loss, or damage after we have delivered the Products to the carrier. This includes, without limitation, delays or losses caused by events and conditions beyond SLYD’s control (e.g., carrier or transportation delays, customs or import clearance issues, labor strikes, natural disasters, or other force majeure events). However, we will reasonably assist you in tracking shipments, cooperating with carrier claims for loss or damage, and providing documentation necessary for insurance claims, to the extent applicable.
5. Warranty and Disclaimers
Pass-Through Manufacturer Warranty: SLYD is a reseller of the Products and not the manufacturer. SLYD does not itself provide any warranty on the Products. Any warranty for a Product is provided solely by the original manufacturer or licensor of that Product, and your rights and remedies under any such warranty are against that manufacturer (not SLYD). SLYD will pass through to you any transferable manufacturer’s warranties for the Products, and upon your request, we will reasonably assist you in contacting the manufacturer or initiating a warranty service claim. That assistance is provided strictly as a customer service courtesy and does not constitute an assumption of any warranty obligations by SLYD. SLYD does not guarantee or make any representations that the manufacturer will honor or resolve any warranty claim to your satisfaction.
No Additional Warranties by SLYD: Except for any express manufacturer’s warranty that is passed through to you as described above, all Products are provided by SLYD on an “AS IS” and “as available” basis without any additional warranties of any kind from SLYD. To the fullest extent permitted by law, SLYD disclaims all warranties, express or implied, as to any Products, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. You assume all responsibility for determining that a Product is sufficient and suitable for your intended use. SLYD does not warrant that the Products will meet your requirements or expectations, that the operation of the Products will be uninterrupted or error-free, or that any defects in the Products can or will be corrected.
Warranty Claims and Remedies: Your sole and exclusive remedy for any defective, non-conforming, or malfunctioning Product is to seek a repair or replacement from the Product’s manufacturer under the manufacturer’s warranty (if any). Under no circumstances will SLYD be obligated to repair or replace a defective Product, or provide any refund, credit, or other remedy, beyond assisting you with contacting the manufacturer as outlined above. SLYD has no liability for any warranty claims or service requests regarding the Products beyond reasonably facilitating your communications with the manufacturer.
Dead on Arrival (DOA) Products: If a Product is dead-on-arrival or fails to function upon first use, this will be treated as a warranty matter to be resolved with the manufacturer. You must notify SLYD promptly if you receive a DOA Product so that we can help coordinate with the manufacturer. SLYD can assist you in obtaining a Return Material Authorization (RMA) or warranty service from the manufacturer if applicable. However, SLYD will not accept returns of DOA Products directly, nor will SLYD provide any refund or replacement for a DOA Product outside of the manufacturer’s warranty process (see Section 6, No Returns and No Cancellations).
Customer Responsibilities: You are responsible for using, installing, and operating the Products in accordance with the manufacturer’s instructions, manuals, specifications, and guidelines. Any failure to follow the manufacturer’s operating or use instructions, or any misuse, abuse, alteration, or unauthorized repair of a Product by you (or your personnel), may void the manufacturer’s warranty and will relieve SLYD of any further obligation or liability for that Product. SLYD assumes no liability for any damage to a Product or any property, or any personal injury, caused by your improper installation, integration, or operation of the Product.
Manufacturer Terms: You acknowledge that your purchase and use of each Product may be subject to additional terms, conditions, or licenses imposed by the Product’s manufacturer or licensor (for example, end-user license agreements for software included with hardware, or specific warranty conditions and procedures). By purchasing and using the Product, you agree to comply with all applicable manufacturer terms and requirements. You will have the benefit of any applicable manufacturer warranties and indemnities, but you agree that any claims or disputes regarding Product quality, performance, compatibility, or fitness for any purpose shall be made only against the manufacturer and not against SLYD. SLYD’s role as a reseller does not imply that SLYD adopts or guarantees any representations or specifications made by the manufacturer about the Products.
High-Risk Use Disclaimer: The Products sold by SLYD are not designed or certified for use in inherently dangerous activities or high-risk environments requiring fail-safe performance, such as in nuclear facilities, aircraft navigation or communications systems, air traffic control, life-support or medical devices, or any other applications in which the failure of the Product could lead to death, personal injury, or severe property or environmental damage. Any such use of the Products is at your own risk. To the fullest extent allowed by law, SLYD disclaims any and all liability for any damages or losses incurred in connection with any high-risk use of the Products. You agree that if you use or sell a Product for use in a high-risk or safety-critical application, you do so solely at your own risk and you will indemnify and hold SLYD harmless from any claims, losses, or liabilities arising out of such use, as further provided in Section 9 (Indemnification).
6. No Returns and No Cancellations
All Sales Final: All hardware Product sales are final. SLYD will not accept returns of Products for refund, credit, or exchange—whether due to buyer’s remorse, order errors, incompatibility, or any other reason—except as expressly required under applicable law or explicitly allowed by a specific manufacturer’s warranty process. Once your order has been placed and accepted by SLYD, you are committed to the purchase and may not cancel the order (except with SLYD’s prior written approval, which may be granted or withheld in SLYD’s discretion, and subject to cancellation fees as noted in Section 2).
No Evaluation or Trial Period: Unless expressly agreed by SLYD in a signed writing, SLYD does not offer any “trial” or “inspection” period during which Products may be returned for a refund. It is your responsibility to thoroughly evaluate and confirm the specifications and compatibility of a Product prior to purchase. All inquiries about Product features or compatibility should be made before you place an order.
Mandatory Law Exceptions (Consumer Purchases): SLYD’s hardware offerings are intended solely for business customers and commercial use. Accordingly, rights of return or cancellation that apply to consumer transactions (such as “cooling-off” periods or automatic return rights under certain consumer protection laws) do not apply to your purchases from SLYD. If, however, you are purchasing a Product as a consumer for personal, family, or household use in a jurisdiction that by law provides you an inalienable right of return, cancellation, or refund within a specified period, then SLYD will honor such mandatory rights as required by law. To the fullest extent permitted by law, SLYD disclaims and opts out of any such return/cancellation obligations for B2B transactions or where not legally mandated.
Custom and Special Orders: If you place an order for a custom-configured Product or any Product that is specially sourced or non-standard (as identified by SLYD), you understand that such order is non-cancellable and the Product is non-returnable once the order is in process. Custom or special-order Products often require SLYD to incur costs and commitments on your behalf immediately upon order, and therefore absolutely no changes, cancellations, or returns will be accepted for those orders.
Unauthorized Returns: You should not return any Product to SLYD unless expressly instructed by SLYD in writing to do so (for instance, if an exception is made or for a warranty handling purpose). Any Product returned to SLYD without prior written authorization will be refused and returned to you at your expense, or held for your pickup, and no credit or refund will be issued.
7. Limitation of Liability
No Indirect or Consequential Damages: To the maximum extent permitted by applicable law, SLYD shall not be liable to you or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or related to the purchase, use, inability to use, or failure of any Product, or any breach of these Terms. This exclusion of damages includes, without limitation, any loss of profits or revenue, loss of business or goodwill, loss of data, business interruption, downtime costs, or any other commercial or economic losses of any kind, even if SLYD has been advised of the possibility of such damages.
Liability Cap: To the fullest extent permitted by law, SLYD’s total cumulative liability to you for all claims, whether in contract, tort (including negligence), strict liability, or otherwise, arising out of or related to any Product or these Terms shall not exceed the amount actually paid by you to SLYD for the specific Product that is the subject of the claim. All claims arising from or relating to a particular Product will be aggregated for purposes of this liability cap, and multiple claims shall not increase the above liability limit.
Basis of Bargain: You acknowledge and agree that SLYD is not the manufacturer of the Products and is acting only as a distributor/reseller. The warranty disclaimers and liability limitations set forth in these Terms are fundamental elements of the basis of the bargain between you and SLYD. SLYD’s ability to offer Products at the agreed prices is premised on these limitations, and such limitations will apply notwithstanding any failure of essential purpose of any limited remedy.
No Liability for Third-Party Acts: SLYD will not be liable for any delays, non-performance, or damages attributable to the acts or omissions of third parties, including the Product manufacturer, shipping carriers, or other service providers. For example, SLYD is not responsible for delays in manufacturer production or shipping, manufacturer product defects or recalls, or any failure by the manufacturer to perform warranty services. Similarly, if you integrate or combine a Product with any third-party software, service, or system, SLYD will have no liability for any malfunction or incompatibility that arises, or for any damages or losses in connection with such integration.
Exclusive Remedies: Except for the specific remedies expressly provided in these Terms (such as the manufacturer’s warranty or any agreed refund by SLYD), you have no other remedy, and SLYD has no further liability, for any failure of the Products to perform or any breach of these Terms. You agree that the exclusions and limitations of liability in this Section 7 apply even if a remedy fails of its essential purpose.
8. Governing Law and Dispute Resolution
These Terms and any dispute between you and SLYD relating to your hardware purchase shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of laws principles, and (to the extent applicable) the federal laws of the United States.
In the event of any dispute, claim, or controversy arising out of or relating to these Terms or your purchase or use of any Product (a “Dispute”), the parties agree to first attempt to resolve the Dispute through good-faith negotiations. If we cannot resolve the Dispute informally, the Dispute shall be resolved by binding arbitration as the exclusive forum (except as provided below), in lieu of litigation. The arbitration shall be administered by a mutually agreed-upon arbitration organization (e.g., the American Arbitration Association) under its commercial arbitration rules, and shall be conducted by a single arbitrator in the State of Delaware or in another location (or via remote hearing) mutually agreed by the parties. The arbitration (including the fact that a Dispute is arbitrated, and all proceedings and submissions in that arbitration) shall be confidential, except to the extent necessary to enforce an arbitral award. You and SLYD agree that no class action, class arbitration, or other representative proceeding shall be permitted in the arbitration – each Dispute will be resolved only on an individual basis – and you expressly waive any right to participate in or seek relief through any class or representative action against SLYD.
The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the above requirement to arbitrate, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction if necessary to protect its intellectual property or confidential information, or to enforce an arbitration award. If, for any reason, a Dispute is not subject to arbitration or if court intervention is required (for example, to enforce an arbitration award or because the arbitration agreement is held unenforceable), then the parties agree that any litigation regarding the Dispute shall be brought exclusively in the state or federal courts located in the State of Delaware, and each party consents to the personal jurisdiction of those courts. Both you and SLYD knowingly and unconditionally waive any right to a trial by jury in any such court litigation.
9. Other Provisions
Indemnification: You agree to indemnify, defend, and hold harmless SLYD and its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use or misuse of the Products; (b) your violation of any applicable laws, regulations, or third-party rights (for example, if you export or resell a Product in violation of export control laws or trade sanctions and SLYD is investigated, fined, or penalized as a result); (c) your negligent acts or willful misconduct; or (d) your breach of any provision of these Terms. You will promptly reimburse SLYD for any costs or expenses incurred in enforcing this indemnity.
Compliance with Laws: You represent and warrant that you are purchasing and using the Products in compliance with all applicable laws and regulations. You agree that you will not use, transfer, export, or re-export any Product in violation of any export control, trade embargo, or other applicable law or regulation. SLYD may refuse to process or ship any order if we have a reasonable belief that doing so would violate any applicable law or government requirement.
Force Majeure: SLYD will not be liable for any failure or delay in fulfilling its obligations (including any delayed shipment or inability to supply Products) caused by circumstances beyond its reasonable control. Such circumstances include, but are not limited to, acts of God, natural disasters, fire, flood, epidemics or pandemics, acts of government or regulatory authorities, war, terrorism, civil unrest, labor strikes or shortages, supply or transportation disruptions, inability to obtain materials or Products from suppliers, power or communication outages, cyberattacks, or any other force majeure event. During any such event, SLYD’s obligations will be deemed suspended for the duration of the event, and SLYD may, upon notice to you, allocate or delay shipments as reasonably necessary.
Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. Any invalid or unenforceable provision will be deemed modified to the minimum extent necessary to make it valid and enforceable, consistent with the original intent of the parties.
No Waiver: No failure or delay by SLYD in exercising any right or enforcing any provision of these Terms shall operate as a waiver of that or any other right or provision. Any waiver of rights by SLYD must be in a written document expressly stating the intention to waive specific rights, and any such waiver shall not constitute a continuing or future waiver of the same or any other provision.
Assignment: You may not assign, delegate, or transfer any of your rights or obligations under these Terms without SLYD’s prior written consent, and any attempt to do so without consent will be null and void. SLYD may assign or transfer its obligations under these Terms to an affiliate or to a successor in interest (such as a company acquiring SLYD or all or substantially all of its assets) without your consent.
Notices: Any notices or communications to SLYD under these Terms must be in writing and delivered to SLYD’s registered address or principal business address as listed on our website, with a copy sent to our legal department email. Notices to SLYD are effective when received. We may send notices to you via email or by postal mail to the contact information associated with your account or order, and such notices will be effective when sent to your address of record.
Independent Parties: You and SLYD are independent contracting parties. Nothing in these Terms shall be construed as creating any agency, partnership, fiduciary, or joint venture relationship between us. Neither party has the authority to bind or act on behalf of the other in any manner.
Headings: The section titles and headings in these Terms are for convenience only and have no legal effect on the interpretation of any provision.
Acknowledgment: You acknowledge that you have read and understood these Terms, and agree that by placing an order with SLYD you are accepting and will be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. You further agree that these Terms will apply to your purchase of Products from SLYD to the exclusion of any different or additional terms on any purchase order or other document submitted by you. If you do not agree to all of the provisions in these Terms, you must refrain from purchasing Products from SLYD.
