1. Agreement.
This Hardware Agreement (“Agreement”) is entered into by Harvest Food Solutions LLC (“Harvest”) and the Customer (“Customer”) concerning the sale of mobile devices, computers, printers, or other hardware products (collectively, “Hardware”). Customer agrees to use the Hardware only in strict compliance with this Agreement’s terms, including any attached exhibits and appendices. By using the Hardware, Customer signifies agreement to these terms. If Customer does not agree to these terms, Customer must inform Harvest prior to using the Hardware.

2. Harvest as Reseller.
Harvest acts solely as a reseller of Hardware, which may be provided by third-party suppliers (“Third-Party Providers”). In addition to this Agreement, Customer’s use of the Hardware is governed by third-party terms, including any end-user license agreements, privacy policies, and terms of service (“Third-Party Agreements”). Customer agrees to comply with all terms of these Third-Party Agreements.

3. Fees.
Harvest will issue a Quote detailing applicable fees (“Fees”) and costs (“Costs”) for the Hardware. If a Statement of Work (“SOW”) is provided alongside a Quote, the SOW terms will govern in case of conflict. Customer agrees to pay all Fees and Costs promptly. Payments overdue by more than thirty (30) days will accrue interest at 1.5% per month, or the maximum rate allowed by law, whichever is lower.

4. Services.
If Harvest provides implementation, training, support, or related services (“Services”), they will be described in the Quote or any SOW. Additional services requested outside of a Quote or SOW will be invoiced separately. Any Hardware support will be provided under the terms of Harvest’s Customer Care Agreement, if specified in the Quote or SOW.

5. Shipping & Handling; Risk of Loss.

5.1. “Shipping and Handling Costs” include fees, shipping insurance, tariffs, and taxes for delivery.

5.2. Harvest or the Third-Party Provider will select the shipping method. Customer is responsible for all Shipping and Handling Costs, which must be paid prior to shipment.

5.3. Risk of damage or loss passes to Customer once Hardware is handed over to the carrier (FOB origin).

6. Returns.
HARDWARE RETURNS OR EXCHANGES ARE SUBJECT TO THE THIRD-PARTY PROVIDER’S RETURN POLICY, AS OUTLINED IN THE APPLICABLE THIRD-PARTY AGREEMENTS. HARVEST IS NOT RESPONSIBLE FOR ANY THIRD-PARTY PROVIDER’S RETURN DENIAL OR FEES. IF HARVEST INCURS A RESTOCKING FEE FOR A CUSTOMER RETURN, CUSTOMER AGREES TO REIMBURSE HARVEST.

7. Disclaimer of Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER RELEASES HARVEST FROM ALL CLAIMS RELATED TO THE HARDWARE, INCLUDING THE DENIAL OF ANY RETURN OR EXCHANGE.

8. Intellectual Property.
This Agreement does not transfer any intellectual property rights to Customer. All rights remain with Harvest or the Third-Party Provider. Customer assigns all rights to any feedback provided about the Hardware to Harvest, which Harvest may assign to a Third-Party Provider.

9. Prohibited Uses.
Customer shall not:
(a) Modify or alter the Hardware.
(b) Encumber, rent, lease, or transfer the Hardware to any third party.
(c) Reverse engineer or attempt to derive any underlying code.
(d) Circumvent any security protocols.
(e) Remove intellectual property notices.
(f) Violate any Third-Party Agreement.
(g) Resell or sublicense the Hardware.
(h) Attempt unauthorized access.
(i) Use the Hardware in violation of this Agreement or any Third-Party Agreements.

10. Privacy.
Data entered into the Hardware is subject to Harvest’s Privacy Policy (“HPP”) and relevant Third-Party Agreements. Customer must ensure compliance with all applicable data privacy laws, except as otherwise stated in the HPP.

11. Warranty Disclaimer.
HARVEST PROVIDES HARDWARE WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. HARVEST DISCLAIMS ANY GUARANTEE OF UNINTERRUPTED OPERATION OR ERROR-FREE FUNCTIONALITY. CUSTOMER IS SOLELY RESPONSIBLE FOR OBTAINING AND UNDERSTANDING ANY THIRD-PARTY PROVIDER WARRANTIES.

12. Indemnification.
Customer agrees to indemnify and defend Harvest against any claims arising from:
(a) Customer’s breach of this Agreement or any Third-Party Agreement,
(b) Gross negligence, willful misconduct, or legal violations,
(c) Data privacy issues, excluding those caused by Harvest’s actions, and
(d) Intellectual property infringement.
Harvest reserves the right to manage the defense of such claims.

13. Compliance.
Customer shall comply with all laws regarding use, import, and export of the Hardware, including data privacy, anti-bribery, and export control laws. Customer is responsible for obtaining necessary approvals and permits and covering all associated fees. Both parties agree to cooperate in meeting compliance obligations.

14. Additional Terms and Precedence.
This Agreement is subject to the Master Services Agreement (“MSA”) between Harvest and Customer. In the event of any conflict, the following order of precedence applies:
(a) The Quote or SOW prevails over this Agreement, the MSA, and any policies.
(b) The HPP governs over this Agreement, the MSA, and other policies.
(c) This Agreement takes precedence over the MSA, excluding the HPP.
(d) The MSA governs over any additional policies.
If Customer purchases a Customer Care Plan, its terms prevail concerning Customer care Services. Sections 6 through 14 survive this Agreement’s termination. Third-party services may continue post-termination, subject to their terms.