Edge Solutions' Customer Terms and Conditions
Effective Date: March 19, 2026
If a current master services agreement, resale agreement, or other negotiated agreement (“MSA”) exists between Edge Solutions LLC (“Edge”) and the organization (“Customer”), the MSA shall be the binding contract governing the purchase of Products and Services (each as defined below) under any purchase order document (“Order”), and these Terms shall not apply except to the extent a particular provision below addresses a matter not covered by the MSA, in which case that provision herein shall supplement (but not override) the MSA. If no MSA exists between Edge and Customer, these terms (the “Terms”) shall constitute the entire understanding between Edge and Customer regarding the purchase of Products and Services, and the issuance of an Order shall be deemed Customer’s acceptance of all the Terms set forth below.
“Products” means any software, hardware, firmware, equipment, or third-party services (including Original Equipment Manufacturer “(OEM”) maintenance, support, subscriptions, and software-as-a-service) that Edge resells to Customer under an Order. “Services” means any professional, integration, configuration, consulting, managed, or other services performed directly by Edge or its subcontractors for Customer, whether under a Statement of Work (“SOW”) or otherwise. Products and Services are collectively referred to as “Offerings.”
Products are for Customer’s internal use only. Customer’s sale of Products to any other parties is expressly prohibited under these Terms.
These Terms shall govern and supersede any preprinted terms and conditions stated on or attached to any Customer purchase order, which are null and void with respect to these Terms. Additional or different terms contained in any Customer purchase order or ordering document are hereby deemed material alterations and notice of objection to and rejection of them is hereby given. These Terms shall not be modified or rescinded except by a writing signed by authorized representatives of both Edge and Customer.
1. Quote
An Edge quote (“Quote”) signed by the Customer constitutes an Order. Prices and discounts (if any) apply only to the specific quantities and estimated delivery schedules shown in the Quote. Any variation in quantity, requested delivery, or the imposition of new tariffs shall result in corresponding price or discount adjustments. Other than these exceptions, a Quote is firm for 30 days from the date of quote unless otherwise noted in the expiration date field in the Quote.
Despite best efforts, Quotes may contain typographical or pricing errors. Edge reserves the right to correct any errors, inaccuracies, or omissions in a Quote prior to Order acceptance, including after a Quote has been signed by Customer. If the corrected price is materially higher than quoted, Customer may cancel the affected Order without penalty.
2. Payment Terms
Subject to continuing credit approval, all invoices shall be paid net thirty (30) days after Customer’s receipt of a valid invoice at the remit-to address referenced in the Order (“Payment Due Date”). Payment shall be made without offset or deduction, except for amounts subject to a properly noticed, good-faith dispute in accordance with these Terms.
Customer shall be invoiced upon shipment. For any late payment, Edge shall charge interest at the rate of 1.5% per month (or the maximum rate permitted by applicable laws, if less) from the Payment Due Date to the date payment is received by Edge. Customer will pay any federal, state, and local sales, use, withholding tax, duties, tariffs, or similar taxes imposed or based on the sale of Products under this Agreement.
If Edge is reselling OEM continuous services or software subscriptions, Customer’s failure to pay could result in services and/or subscriptions being suspended or terminated, provided that Edge gives thirty (30) days’ prior written notice and Customer fails to cure the payment default within such notice period.
Invoice Disputes. Customer shall notify Edge in writing within fifteen (15) days of receipt of any invoice that Customer disputes, in whole or in part, specifying in reasonable detail the basis for the dispute. Undisputed portions of an invoice remain due on the Payment Due Date. The parties shall use commercially reasonable efforts to resolve any invoice dispute within thirty (30) days of Edge’s receipt of Customer’s dispute notice.
Security Interest. Customer grants Edge a purchase money security interest in all Products provided by Edge hereunder until payment in full. Upon payment in full for any Product, Edge’s security interest in that Product shall be automatically released. Customer agrees that Edge may file financing statements in such places as are necessary to perfect its security interest.
Bill-To / Ship-To. If the “Bill-To” party is different from the “Ship-To” party, the Ship-To party is responsible for all payments and late charges if the Bill-To party fails to make payment.
3. Cancellation
No cancellations are accepted after an Order is placed by Customer. By placing an Order, Customer acknowledges and agrees that the Order is final and irrevocable. Edge does not accept cancellation requests for any reason after an Order has been submitted.
4. Shipping, Title, and Insurance
Products shipped to Customer’s facilities shall be packaged in such a manner as to preclude all reasonably anticipated in-transit damage and in accordance with commercial standards. All shipments of Products will be clearly labeled with the shipping address stated on the Order, the applicable PO number, recipient’s name and, if applicable, building and room number. Shipment terms are FOB Shipping Point, freight prepaid and added.
Title and ownership of Product transfers to Customer upon shipment of Products from the OEM or distributor. Edge is responsible for insuring Products from the point of shipment to delivery. Edge shall provide Customer with shipment tracking information promptly upon shipment. Until payment in full, Edge retains a purchase money security interest in all Products as described in Section 2.
If Product is shipped to an Edge facility for integration or warehousing, Edge is responsible for insuring Products while at Edge’s facilities, maintaining commercially reasonable levels of property and casualty insurance sufficient to cover the replacement value of Products in Edge’s custody.
Inspection and Acceptance. Customer shall inspect all Products upon delivery. Customer must notify Edge of any damaged shipping containers within two (2) business days of receipt. Customer must notify Edge of any order shortages or concealed damages within seven (7) business days of delivery. Failure to provide such notice within the applicable period shall constitute acceptance. These timeframes are necessary for Edge to provide timely assistance in obtaining the benefit of any OEM warranties and filing shipping claims with carriers.
5. Returns
Products are not returnable unless they meet one of the criteria below. Edge will accept the return only if the OEM first accepts the return and supplies a Returned Merchandise Authorization (“RMA”). Any shipping or restocking fees imposed by the OEM or distributor shall be at Customer’s cost, unless the return is due to one of the criteria below.
For a Product to be eligible for return: (1) the OEM must first issue an RMA; (2) the Product must be in Resale Condition (defined as unused and one hundred percent complete, including all original boxes, packing materials, manuals, blank warranty cards, and other accessories provided by the OEM); (3) returned within the OEM’s or distributor’s allowable time period after Customer’s receipt of the Product; and (4) not designated as “non-cancellable” or “non-returnable” (“Special Order”) when quoted by Edge to Customer.
If a Product is not in conformance with the Order because it varies from the OEM’s description and standards (a “Non-Conforming Product”), then Customer may request that Edge promptly request an RMA from the OEM to facilitate a return & replacement.,
If the Product has concealed damage, is defective, or dead-on-arrival (“DOA”), Edge will file a warranty claim and/or obtain an RMA from the OEM, In any event, the OEM’s policies (which may include processing as a warranty claim) will apply.
6. Edge Limited Warranty
Edge warrants that Edge will maintain all necessary local, state, and federal licenses and certifications that may be required in order to legally deliver the Product described in the Order and has all rights, approvals, and/or authorizations necessary to provide the Products. Edge is a value-added reseller (“VAR”) of Products, not the OEM, and therefore Edge disclaims any warranty or indemnification responsibility regarding Products provided under this Order. All OEM warranties flow directly to Customer and Customer shall be the sole beneficiary of the OEM’s warranties. Edge is not a party to any warranty terms between Customer and OEM. Customer agrees to look solely to the OEM for satisfaction of all warranty and indemnification claims related to that OEM’s Product.
Warranty for Edge Professional Services. To the extent Edge performs value-added services (including integration, configuration, or consulting services) pursuant to a Statement of Work, Edge warrants that such services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Customer shall notify Edge of any nonconformance with this warranty within five (5) business days of completion of the services. Edge’s sole obligation and Customer’s sole remedy shall be Edge’s re-performance of the applicable services within a commercially reasonable time or a refund of the fees paid for the defective services.
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, EDGE HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO THIRD-PARTY SERVICES. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY WARRANTY PROVIDED BY AN OEM.
7. Software License
Software Products resold under an Order, as well as related maintenance or support services, will be governed by either the license agreement between Customer and the OEM or, if no such agreement exists, the OEM’s standard license and support agreements, which Edge shall forward to Customer at the time of delivery of the Products, when provided to Edge by the OEM. Customer agrees to abide by all product licensing provisions or end-user license agreements imposed by the OEM or software publisher.
CUSTOMER UNDERSTANDS THAT THE TERM OF CERTAIN SOFTWARE LICENSES, SUBSCRIPTIONS, AND RELATED SERVICES MAY AUTOMATICALLY RENEW UNDER THE RELEVANT OEM TERMS. CUSTOMER IS SOLELY RESPONSIBLE FOR PROVIDING NOTICE TO EDGE OR THE OEM TO NOT RENEW IN THE TIME SET FORTH WITHIN THE OEM TERMS. IN THE EVENT THAT CUSTOMER FAILS TO PROVIDE SUCH NOTICE OR PROVIDES SUCH NOTICE AFTER THE TIME PERIOD SET FORTH WITHIN THE OEM TERMS, CUSTOMER SHALL CONTINUE TO BE RESPONSIBLE FOR ALL FEES. EDGE RESERVES ALL RIGHTS AND REMEDIES IN LAW AND EQUITY IN THE EVENT CUSTOMER BREACHES THIS SECTION.
8. Indemnification
Edge Indemnification. Edge shall defend, indemnify, and hold harmless Customer from and against any third-party claim for: (a) damages for bodily injury (including death) and/or damage to real property and tangible personal property arising out of the negligence or intentional acts or omissions of Edge in performing its obligations under these Terms; or (b) infringement of a third party’s patent or copyright by a Deliverable that Edge creates for Customer under a Statement of Work, provided that Customer (i) promptly notifies Edge in writing of the claim, (ii) allows Edge to control the defense and settlement, and (iii) reasonably cooperates with Edge.
Customer Indemnification. Customer shall defend, indemnify, and hold harmless Edge from and against any third-party claim arising out of: (a) Customer’s use of Products or Services in violation of applicable law or OEM terms; (b) Customer’s breach of these Terms, including any violation of end-user license agreements or export restrictions; or (c) Customer’s negligence or willful misconduct, provided that Edge (i) promptly notifies Customer in writing of the claim, (ii) allows Customer to control the defense and settlement, and (iii) reasonably cooperates with Customer.
Product Claims. Customer acknowledges that Edge is a reseller and not the manufacturer of Products. Edge shall pass through to Customer any indemnities Edge receives from the OEM. Customer expressly waives any product liability or IP infringement claim against Edge with respect to Products manufactured by OEMs and agrees to look solely to the OEM for satisfaction of such claims.
Indemnification Procedures. The indemnifying party shall pay all costs, damages, and reasonable attorneys’ fees that a court finally awards or that are included in a settlement approved by the indemnifying party. This Section 8 states each party’s entire obligation and the other party’s exclusive remedy regarding third-party indemnification claims.
9. Limitation of Liability
NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF OR DAMAGE TO DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE, OR IMPAIRMENT OF OTHER ASSETS, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR (A) OBLIGATIONS UNDER THE INDEMNIFICATION SECTION 9 ABOVE, (B) DAMAGES FOR BODILY INJURY (INCLUDING DEATH) OR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY FOR WHICH A PARTY IS LEGALLY LIABLE, (C) BREACH OF THE CONFIDENTIALITY SECTION 13 BELOW, AND (D) DAMAGES ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EITHER PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THESE TERMS OR AN ORDER, WHETHER IN CONTRACT, TORT, OR OTHER THEORY, WILL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO EDGE UNDER THE ORDERS DIRECTLY RELATED TO THE CLAIM GIVING RISE TO SUCH LIABILITY.
CUSTOMER ACKNOWLEDGES THAT SUCH AMOUNT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT EDGE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
11. Assignment
Neither party may assign, subcontract, or transfer the Order, or any part thereof, without the other party’s prior written consent, and any such assignment or transfer without such consent shall be null and void. Notwithstanding the foregoing, the assignment of this Agreement within the legal entity of which either party is a part, or to a successor organization by merger or acquisition, does not require the consent of the other party.
12. Force Majeure
Neither party shall be liable to the other for any failure or delay in performing its obligations hereunder, or for any loss or damage resulting therefrom, due to: (a) acts of God or public enemy, acts of government, riots, terrorism, fires, floods, strikes, lockouts, epidemics or pandemics, or unusually severe weather affecting Customer, Edge, or its subcontractors; or (b) other causes beyond their reasonable control and which are not foreseeable (each a “Force Majeure Event”). Payment obligations are expressly excluded from this provision.
In the event of any such Force Majeure Event, the date of delivery or performance shall be extended for a period equal to the time lost by reason of the delay. The party experiencing the delay shall promptly notify the other party, specify the anticipated duration and effect, and use commercially reasonable efforts to restore normal conditions. If a Force Majeure Event continues for more than ninety (90) days, either party may terminate the affected Order(s) upon thirty (30) days’ written notice without liability.
13. Confidentiality
“Confidential Information” means any information or data of or about the business, products, services, employees, or clients of either Customer or Edge that: (a) is disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with these Terms; and (b) is marked as confidential, designated as proprietary, or would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, pricing, margins, technical configurations, network architectures, customer lists, vendor relationships, and the terms of these Terms themselves.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known by the Receiving Party prior to disclosure without restriction; (c) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
The Receiving Party agrees: (a) to hold the Disclosing Party’s Confidential Information in strict confidence; (b) not to disclose it to any third party except to employees, agents, or subcontractors who have a need to know and are bound by obligations of confidentiality no less protective than those herein; and (c) not to use it for any purpose other than fulfilling its obligations under these Terms. These obligations shall survive for a period of three (3) years following the termination or expiration of these Terms.
If the Receiving Party is compelled by law, regulation, or court order to disclose Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice (to the extent legally permitted) and reasonable cooperation to enable the Disclosing Party to seek a protective order or other appropriate remedy.
Each party acknowledges that any unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages would be inadequate, and that the Disclosing Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.
14. Data Privacy and Security
To the extent Edge accesses, processes, or stores any personal data or personally identifiable information (“Personal Data”) of Customer or its employees in connection with these Terms, Edge shall: (a) process such Personal Data only as necessary to perform its obligations hereunder; (b) implement and maintain commercially reasonable administrative, technical, and physical safeguards to protect Personal Data against unauthorized access, use, or disclosure; (c) comply with applicable data protection laws and regulations; and (d) promptly notify Customer (and in no event later than seventy-two (72) hours) upon becoming aware of any security breach involving Customer’s Personal Data.
Edge shall not sell, rent, or otherwise make available Customer’s Personal Data to any third party except as necessary to perform its obligations under these Terms or as required by law. Upon termination of these Terms, Edge shall, at Customer’s election, return or securely destroy all Personal Data in its possession.
15. Export Compliance
Customer agrees to comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority, including without limitation the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce and the economic and trade sanctions administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury. Customer shall not export or re-export any Products in violation of any such restrictions, laws, or regulations, or without all necessary approvals. Customer shall indemnify and hold Edge harmless from any claims, penalties, fines, or liabilities arising from Customer’s failure to comply with this Section.
16. Severability
If any of these Terms is declared unenforceable in law for whatever reason, all other terms and conditions shall survive, and the unenforceable provision(s) will be severed from these Terms and the balance of the terms and conditions shall be binding on both parties as if the severed provision(s) had never existed.
17. Governing Law / Jurisdiction
The Order, and any claims or disputes arising out of or relating thereto, shall be interpreted in accordance with the laws of the State of Georgia, without regard to: (1) conflict of law principles; or (2) the Uniform Computer Information Transactions Act (“UCITA”). The parties hereby consent to the exclusive jurisdiction and venue of the federal and state courts of the State of Georgia.
If any claim or dispute arising hereunder is not resolved through good-faith negotiations within thirty (30) days following written presentment specifying the nature of the dispute and relief sought, either Party may, upon giving the other Party at least ten (10) days’ prior written notice, initiate litigation in a court of competent jurisdiction in Georgia. Each party irrevocably waives its rights to trial by jury in any action or proceeding arising out of or relating to the Order or these Terms.
The prevailing party in any litigation arising out of or relating to the Order or these Terms shall be entitled to recover its reasonable and documented expenses, costs of litigation (including, without limitation, clerk, paralegal, and expert witness costs), and reasonable attorneys’ fees from the non-prevailing party.
18. Term and Termination
Term. These Terms shall remain in effect until terminated by either party as provided herein.
Termination for Cause. Either party may terminate these Terms for cause if the other party materially breaches any provision hereof and fails to cure such breach within thirty (30) days of written notice specifying the breach.
Termination for Convenience. Either party may terminate these Terms for convenience upon thirty (30) days’ written notice to the other. Termination of these Terms shall only terminate Customer’s right to place new Orders. Termination does not terminate Orders previously accepted by Edge, and the provisions of these Terms as they relate to such Orders remain in effect until fulfilled.
Survival. The following Sections shall survive any termination or expiration of these Terms: Section 2 (Payment), Section 6 (Warranty), Section 9 (Indemnification), Section 10 (Limitation of Liability), Section 13 (Confidentiality), Section 14 (Data Privacy), Section 15 (Export Compliance), Section 16 (Severability), Section 17 (Governing Law), and this Section 18, along with any other provisions that by their nature extend beyond termination.
19. Insurance
Edge agrees to maintain during the term of this Agreement, at its own expense: (a) Workers’ Compensation insurance as required by law, including employer’s liability with a limit of not less than $1,000,000 per occurrence; (b) Commercial General Liability insurance with a limit of not less than $2,000,000 per occurrence and $4,000,000 general aggregate; (c) Automobile Liability insurance with a limit of not less than $1,000,000 per occurrence; and (d) Cyber/ Errors and Omissions / Professional Liability insurance with an aggregate limit of not less than $5,000,000; (e)Transportation insurance with a limit of $1,750,000; and (f)nd an Umbrella Policy with an aggregate limit of not less than $9,000,000. Upon Customer’s written request, Edge shall provide certificates of insurance evidencing such coverage.
20. Compliance with Laws
Each party shall comply with all applicable federal, state, and local laws, rules, regulations, and orders in effect during the term of these Terms, including without limitation anti-bribery and anti-corruption laws. Neither Customer nor Edge is obligated to take any action that would violate applicable law. Edge shall comply with laws applicable to Edge generally as a reseller of Products and provider of Services, and Customer shall comply with applicable laws related to Customer’s use of Products and Services.
21. Miscellaneous
Independent Contractor. Edge is an independent contractor and not Customer’s agent, joint venturer, partner, or fiduciary.
No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.
Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effective upon: (a) personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier; or (c) upon confirmed transmission by email to the address specified in the Order or as otherwise designated in writing by a party.
Electronic Transactions. Any signed document delivered by email or in electronic format (such as PDF) shall be treated as if it contained an original manual signature and shall be binding upon such party.
Modification of Terms. Edge may modify these Terms from time to time. If the modifications are material, Edge will notify Customer in writing at least thirty (30) days before the changes take effect. Orders placed after the effective date of modified Terms shall be governed by the modified Terms. Orders placed prior to the modification date shall be governed by the Terms in effect at the time the Order was placed.
Waiver. The failure of either party to enforce any provision of these Terms shall not constitute a waiver of such provision or the right to enforce it at a later time.
version 03.19.26