This Section applies to every quotation issued by BIZON, to every order placed through the BIZON Store (bizon-tech.com), by email, by purchase order or otherwise, and to every delivery, installation, use, resale, transfer and other disposition of Products, and supplements all other terms of this Agreement. In the event of a conflict between this Section and any other provision of this Agreement regarding export controls or sanctions, this Section prevails. In this Section:
BIZON sells, ships and delivers Products only to addresses located in the United States and in Permitted Destinations. BIZON does not export, re-export, transfer or deliver Products, and does not accept orders for delivery, to any other country or territory, whether directly or indirectly, including through a freight forwarder, consolidator, courier, mail- or package-forwarding service, purchasing agent, intermediate consignee or any other intermediary. BIZON does not apply for, and will not ship any Product in reliance on, an export license or other authorization from BIS, OFAC or any other Government Authority, and does not ship any Product under License Exception NAC, License Exception ACA or any similar license exception. Orders placed for delivery outside the United States and the Permitted Destinations, or that BIZON determines are intended for onward shipment, transfer or use outside those destinations, will be refused or cancelled without liability on the part of BIZON. Delivery to a Permitted Destination remains subject to all other provisions of this Section, including BIZON’s screening of Buyer, the end user, the end use and all parties to the transaction.
As a matter of BIZON company policy and in compliance with Export Laws, BIZON products, NVIDIA products, services, software and technology are prohibited for U.S. export, re-export, transfer or sale, directly or indirectly, to or for use in Afghanistan, Armenia, Azerbaijan, Bahrain, Belarus, Burma (Myanmar), Cambodia, Central African Republic, China (PRC) and Hong Kong, Congo, Cuba, Egypt, Eritrea, Georgia, Haiti, Iran, Iraq, Jordan, Kazakhstan, North Korea, Kuwait, Kyrgyzstan, Laos, Lebanon, Libya, Macau, Moldova, Mongolia, Nicaragua, Oman, Pakistan, Qatar, Russia, Saudi Arabia, Somalia, South Sudan, Sudan, Syria, Tajikistan, Turkmenistan, United Arab Emirates, Uzbekistan, Venezuela, Vietnam, Yemen, Zimbabwe, or to any country or end-use subject to U.S. trade sanctions. The foregoing list is illustrative and not exhaustive. Prohibited Destinations further include, whether or not listed above: any destination listed in Country Groups D:1, D:4, D:5, E:1 or E:2 of Supplement No. 1 to Part 740 of the EAR, as amended from time to time; the Crimea region of Ukraine, the so-called Donetsk People’s Republic (“DNR”) and Luhansk People’s Republic (“LNR”) regions of Ukraine, and any other region of Ukraine not under the control of the Government of Ukraine; and any other country, region or territory that is the subject of comprehensive or territorial sanctions, an arms embargo or similar restrictive measures under the Export Laws of the United States, the European Union, the United Kingdom, Canada or Switzerland (each a “Prohibited Destination”). Any country or territory that is neither the United States nor a Permitted Destination is treated by BIZON as a destination to which it does not ship, regardless of whether it is a Prohibited Destination. Nothing in this paragraph restricts delivery to the Republic of Cyprus, which is a Member State of the European Union. Additionally, BIZON cannot ship product anywhere outside the U.S. to a D:5 Entity, including to a company headquartered in a D:5 country or Macau, or to its subsidiary, branch or affiliate.
BIZON does not sell, license, deliver or provide Products or services to any Restricted Party. Buyer represents and warrants that neither Buyer, nor the end user, nor any intermediate consignee, freight forwarder, financing party, payer or other party to the transaction, nor any of their respective officers, directors or owners, is a Restricted Party, and that Buyer’s immediate, intermediary and ultimate ownership is not a person or entity that is a blocked person on the SDN List, the Entity List, the SSI List, the Military End-User List or the Russia-related CAPTA and Entities Directives, and that no such person directly or indirectly owns 50 percent or more in the aggregate of Buyer. If Buyer is not the end user, then to the best of Buyer’s knowledge, the end user’s immediate, intermediary and ultimate ownership is not such a person, and no such person directly or indirectly owns 50 percent or more in the aggregate of the end user. BIZON does not sell, deliver or provide Products, whether within or outside the United States, to any D:5 Entity. Buyer represents and warrants that neither Buyer nor the end user is a D:5 Entity, and shall not sell, resell, lease, rent, lend, transfer, divert, provide access to, or otherwise dispose of, directly or indirectly, any Product to any Restricted Party or D:5 Entity. Buyer acknowledges that the restrictions described in this paragraph apply as a matter of BIZON company policy in addition to, and whether or not required by, Export Laws, and that they will apply to the restrictions of the BIS Affiliates Rule upon and after its entry into force.
Buyer represents, warrants and covenants that the Products will not be used in, and will not be licensed, sold, resold, leased, rented, lent, transferred, diverted, transshipped, exported, re-exported or otherwise disposed of, directly or indirectly, to any person or entity for use in, any of the following:
Buyer shall not use the Products, and shall not permit the Products to be used, to provide computing capacity, infrastructure-as-a-service, platform-as-a-service, cloud, hosting, rental, time-sharing, remote-access, model-training or similar services to or for the benefit of any Restricted Party, any D:5 Entity, any person or entity located in, organized under the laws of, or ordinarily resident in a Prohibited Destination, or for any end use prohibited by this Section. Buyer shall disclose to BIZON in writing before shipment whether any Product will be installed in a colocation facility, a third-party data center or on premises not owned or controlled by the end user, the identity and address of the facility operator, and whether any third party will be given physical or remote access to the Products. Buyer shall maintain reasonable physical, technical and contractual controls to prevent access to the Products by any person described in this paragraph.
BIZON sells and ships Products to end-user customers only (see “Consumers Only” above). Buyer represents and warrants that it is the ultimate end user of the Products or, if it is not, that it has disclosed the identity, address and intended end use of the ultimate end user to BIZON in writing before shipment and is authorized to make the representations, warranties and covenants in this Section on the end user’s behalf. Buyer shall not purchase Products for resale, stock, distribution, brokering or trading, and shall not act as a reseller, stocking distributor, purchasing agent or export agent for any third party without BIZON’s prior written consent. Buyer shall not export, re-export, transfer or deliver any Product, in its original form or after being incorporated into other items, to any destination outside the United States and the Permitted Destinations without the prior written consent of BIZON signed by a duly authorized officer of BIZON; any such consent, if given, shall not relieve Buyer of its obligation to comply with the Export Laws and to obtain, at its own expense, all licenses and authorizations required for such export or re-export. Any in-country transfer or disposition of Products within the United States or a Permitted Destination shall be made only to persons that are not Restricted Parties or D:5 Entities, only in compliance with this Section and the Export Laws, and only subject to the Destination Control Statement set out below, which Buyer shall pass through to any subsequent transferee.
Buyer shall not sell, supply, export or re-export, in-country transfer, directly or indirectly, to the Russian Federation or for use in the Russian Federation any Products that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014, the EAR or the OFAC regulations, and shall not sell, supply, export or re-export, transfer, directly or indirectly, to the Republic of Belarus or for use in the Republic of Belarus any Products that fall under the scope of Article 8g of Council Regulation (EC) No 765/2006; and, as a matter of BIZON company policy, Buyer shall not sell, supply, export, re-export or transfer any Product whatsoever, directly or indirectly, to or for use in the Russian Federation or the Republic of Belarus. Buyer shall undertake its best efforts to ensure that the purpose of this paragraph is not frustrated by any third parties further down the commercial chain, and shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain that would frustrate the purpose of this paragraph. Buyer shall immediately inform BIZON about any problems in applying this paragraph, including any relevant activities by third parties that could frustrate its purpose, and shall make available to BIZON information concerning compliance with the obligations under this paragraph without undue delay upon BIZON’s simple request. Buyer acknowledges and agrees to comply with Council Decision 2014/512/CFSP and Council Regulation (EU) No 833/2014 (as amended), Council Regulation (EC) No 765/2006 (as amended), and all relevant EU and EU Member State legislation relating to sanctions against Belarus, the Democratic Republic of the Congo, Iran, Libya, Myanmar (Burma), North Korea, Syria, Venezuela and any other sanctioned country, and the corresponding sanctions legislation of the United Kingdom, Switzerland, Norway, Iceland, Liechtenstein and Canada. Any violation of this paragraph shall constitute a material breach of an essential element of this Agreement.
Buyer represents and warrants that all payments to BIZON are made by Buyer itself or by a payer disclosed to BIZON in writing that is not a Restricted Party or a D:5 Entity, from accounts held in Buyer’s or such disclosed payer’s own name, that no payment is made with funds originating from, routed through, or held at a financial institution located in, organized in or owned by persons in a Prohibited Destination or that is a Restricted Party, and that no payment is made on behalf of or for the benefit of any undisclosed third party. BIZON may reject, return or hold any payment that it reasonably believes does not comply with this paragraph, and BIZON shall have no liability for any delay, hold, freeze or rejection of a payment or refund by any bank, card network, payment processor or Government Authority arising from sanctions or export-control screening.
Where Buyer, or a freight forwarder, carrier or other agent acting on Buyer’s behalf, arranges or controls the export of Products from the United States (including delivery EXW, FCA or FOB BIZON’s facilities in Hollywood, Florida, or collection of Products at BIZON’s facilities), the transaction is a routed export transaction within the meaning of Section 758.3 of the EAR, and Buyer, as the foreign principal party in interest, assumes and shall bear sole responsibility for determining licensing requirements, obtaining any required license or other authorization, filing or causing its U.S. agent to file Electronic Export Information in the Automated Export System, and otherwise complying with the Export Laws with respect to such export. Buyer shall provide to BIZON, before release of the Products, the name and address of its freight forwarder or agent, a copy of the written authorization (power of attorney) granted to such agent, and the identity and address of the ultimate consignee, the end user and the country of ultimate destination. BIZON may refuse to release Products to any forwarder, carrier or agent in its sole discretion and without liability. A routed export transaction does not relieve Buyer of any prohibition or obligation under this Section, and in particular does not permit shipment of any Product to any destination other than a Permitted Destination. Upon request, BIZON will furnish the ECCN, Harmonized Tariff Schedule classification and country of origin of the Products as reasonably known to BIZON for informational purposes only; such information does not constitute a representation or warranty, and Buyer remains solely responsible for its own classification, licensing and compliance determinations and for the import of the Products into the country of destination, including all import licenses, customs declarations, duties, VAT and other taxes and charges.
BIZON screens buyers, end users, consignees, payers, freight forwarders, delivery addresses and other parties against the restricted party lists referenced in this Section and against the Export Laws. BIZON may, at any time before or after shipment, require Buyer to provide written assurances, end-user and end-use statements and certifications, information on Buyer’s and the end user’s legal identity, business registration, corporate structure and direct, intermediate and ultimate ownership, the deployment address and facility, the intended end use, import authorizations, and any other information or documents that BIZON reasonably considers necessary to comply with the Export Laws, with the requirements of its suppliers, distributors and manufacturers, or with this Section. Buyer shall provide such information and documents completely and accurately within ten (10) business days of BIZON’s request. This sale is subject to any applicable governmental approvals and, at BIZON’s request, Buyer agrees to sign written assurances and other export-related documents (and to obtain same at its own expense) as may be required for BIZON to comply with any and all export laws, rules and regulations. BIZON may hold or suspend any shipment, performance or support, and may decline to accept, or may cancel, any order, in its sole discretion and without liability, until it is satisfied that the transaction complies with the Export Laws and this Section, and may refuse to conduct business with any party that fails to provide the requested information or assurances or that provides false or incomplete information. Assurances and information provided by Buyer for one order shall be deemed to apply to all subsequent orders by Buyer unless Buyer notifies BIZON otherwise in writing before placing such order, and Buyer shall notify BIZON in writing within five (5) business days if it becomes aware of any change in facts or circumstances that renders any information, representation or assurance previously provided untrue, inaccurate or incomplete, or if it has any reason to believe that a breach of this Section has occurred or may occur. Buyer acknowledges and agrees that BIZON may share information provided by Buyer with its suppliers, distributors and manufacturers (including NVIDIA Corporation and its authorized distributors) and with any Government Authority for export-control and sanctions compliance purposes, and may report any suspected violation to the relevant Government Authority. Buyer shall maintain records relating to its purchase, deployment, use and disposition of the Products for not less than five (5) years from the later of the date of delivery or the last transaction involving the Products, consistent with Part 762 of the EAR, and shall make such records and its relevant personnel available to BIZON and its designated auditors upon reasonable notice to verify compliance with this Section. Buyer agrees not to provide any written regulatory certifications or notifications on behalf of BIZON.
Buyer shall not request, require or cause BIZON to take any action, furnish any information, enter into any agreement or refrain from doing business with any person or country in a manner that is prohibited or penalized under the antiboycott provisions of the EAR (15 C.F.R. Part 760) or 26 U.S.C. § 999, including in connection with any boycott not sanctioned by the United States. Any boycott-related term, condition, certification or request contained in Buyer’s purchase order, letter of credit, vendor registration or other document is rejected and void, and BIZON may report the receipt of any such request to the Government Authorities as required by law.
The Products are commercial off-the-shelf items designed, manufactured and marketed for commercial, scientific, academic, research and enterprise computing. The Products are not specially designed, developed, modified, configured or adapted for military applications, are not “defense articles” or “defense services” within the meaning of the ITAR, and are not designed to meet military specifications. BIZON is not registered with the U.S. Department of State Directorate of Defense Trade Controls, does not manufacture, export or broker defense articles, and does not provide ITAR, DFARS, Buy American, Trade Agreements Act, country-of-origin or other regulatory certifications, representations or flow-down acknowledgments except as expressly agreed in a separate written agreement signed by a duly authorized officer of BIZON. Buyer shall not incorporate the Products into any defense article, shall not provide any ITAR-controlled technical data or classified information to BIZON, and shall not request BIZON to perform any ITAR-controlled service, without such a separate written agreement.
Where Buyer and BIZON have executed a separate written agreement signed by a duly authorized officer of BIZON that expressly addresses export controls, sanctions, end-use or end-user requirements (for example, with government agencies, government contractors or institutional purchasers), that agreement shall govern to the extent of any express conflict with this Section, and this Section shall apply in all other respects. Buyer’s purchase order terms, vendor registration forms, supplier portals, click-through terms or other Buyer-generated documents do not constitute such a separate written agreement and are negated by this Agreement.
(a) Cancellation before shipment. If, before shipment, BIZON refuses, cancels or declines to perform an order, in whole or in part, because the delivery address or country of ultimate destination is not the United States or a Permitted Destination; because Buyer, the end user, any consignee, payer or other party to the transaction is or appears to BIZON to be a Restricted Party or a D:5 Entity; because Buyer fails to provide, within the time required, the information, documents or assurances requested under paragraph 11; because any information, representation or assurance provided by Buyer is false, misleading, inaccurate or incomplete; or because BIZON reasonably determines that shipment or performance would or may violate the Export Laws or this Section, then BIZON shall refund the amounts paid by Buyer less BIZON’s actual costs and expenses incurred in connection with the order, including without limitation the cost of components ordered, reserved or that are non-cancellable or non-returnable, labor, configuration, assembly, testing and software installation, restocking charges, cancellation or restocking fees charged by BIZON’s suppliers, payment processing and bank fees, and freight. The balance shall be refunded within thirty (30) days after BIZON’s determination of such costs, and such refund shall be Buyer’s sole and exclusive remedy. The non-cancelable, non-returnable terms stated elsewhere in this Agreement continue to apply.
(b) Breach discovered after shipment. If any breach of this Section by Buyer or the end user, or any false, misleading, inaccurate or incomplete information, representation or assurance provided by Buyer, is discovered or arises after shipment of the Products, all amounts paid by Buyer shall be forfeited to BIZON and retained as liquidated damages and not as a penalty, the parties agreeing that such amount is a reasonable pre-estimate of BIZON’s loss and that BIZON’s actual damages would be difficult to determine, and Buyer shall not be entitled to any refund, credit, replacement or other compensation in respect of such Products. The remedies in this paragraph (b) are in addition to those in paragraph (c) below.
(c) Contractual penalty. Without prejudice to any other right or remedy of BIZON, for any breach of this Section Buyer shall pay to BIZON, on demand, the greater of (i) ten percent (10%) of the total value of the order or orders concerned or the price of the Products exported, re-exported, transferred, diverted or otherwise disposed of in breach of this Section, whichever is higher, or (ii) BIZON’s actual damages, losses, costs and expenses incurred as a result of such breach, including without limitation fines and penalties imposed by any Government Authority, penalties, charges, chargebacks or loss of pricing, rebates, partner status or benefits imposed on or suffered by BIZON in relation to its suppliers, distributors and manufacturers, costs of investigation and remediation, and legal fees. Buyer shall, at BIZON’s request, immediately cease all use of the Products concerned and cooperate fully with BIZON and with any Government Authority in locating, recovering or lawfully disposing of any Products exported, transferred or diverted in breach of this Section.
All warranties (including Lifetime Expert Care and any Limited Warranty), support, maintenance, RMA, repair, replacement, DOA and return rights, and all licenses to BizonOS, Z-Hub and other BIZON software, firmware and updates, shall be void and shall terminate immediately, without notice, refund or compensation, with respect to any Product that is exported, re-exported, transferred, resold, leased, rented, diverted, deployed or used in breach of this Section, that is located in a Prohibited Destination or in any destination that is not the United States or a Permitted Destination, or that is in the possession, custody, control or use of, or accessible to, any Restricted Party or D:5 Entity. BIZON does not provide warranty service, support, spare or replacement parts, software or updates to any Prohibited Destination, Restricted Party or D:5 Entity, and will not accept returns or RMA requests from them. In the event of any breach of this Section, BIZON may, in addition to all other remedies, terminate this Agreement and any other agreement, purchase order or contract with Buyer with immediate effect and without any penalty or liability of any kind, by written notice to Buyer.
Buyer acknowledges that Products, software, and technical information provided under this Agreement are subject to the Export Control Reform Act of 2018, the EAR, the OFAC regulations and other export laws, rules and regulations. Buyer agrees not to export, re-export, directly or indirectly, transfer, or transmit the Products, software, or technical information except in compliance with any and all such laws, rules and regulations. Buyer agrees to comply with all Export Laws. Buyer agrees (i) not to export any Product to any country in contravention of any Export Law, and (ii) not to export any Product to any country for which an export license or other governmental approval is required, without first obtaining all necessary licenses or other approvals. Buyer warrants that it is not located in, under the control of, or a national or resident of any country to which export of the Products is prohibited by any Export Law.
Buyer acknowledges that the purchased goods licensed or sold under this Agreement, and the transaction contemplated by this Agreement, which may include technology and software, are subject to the customs and export control laws and regulations of the United States, and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received. Further, under United States law, the goods shipped pursuant to this Agreement may not be sold, leased, or otherwise transferred to restricted countries or utilized by restricted end-users or an end-user engaged in activities related to weapons of mass destruction, including activities related to the design, development production or use of nuclear weapons, materials, facilities, missiles or the support of missile projects, and chemical or biological weapons. Buyer has reviewed the criteria for the Foreign Direct Product (FDP) Rules under Section 734.9 of the EAR and attests that non-U.S.-made items that are subject to the EAR under these FDP Rules, that are designed, developed, fabricated, or produced by or with the Products provided by BIZON, will not be exported or re-exported to, or transferred in-country, in violation of the EAR. Buyer further certifies that all facts, information and assurances provided to BIZON are true and correct to the best of its knowledge and belief and that it does not know of any additional facts inconsistent therewith, and acknowledges that the making of any false statement or the concealment of any material fact in connection with this Section may result in breach of this Agreement and in civil and criminal liability under the Export Laws.
If any change in the Export Laws, or any action, order, guidance or decision of a Government Authority, makes BIZON’s performance of an order unlawful, requires a license or authorization that BIZON does not hold or does not apply for, or in BIZON’s reasonable judgment exposes BIZON to a material risk of violating the Export Laws, BIZON may suspend or cancel the affected order, in whole or in part, without liability, and shall refund amounts paid less costs as provided in paragraph 15(a).
Buyer agrees to hold harmless and indemnify BIZON from any claim or damage arising out of or relating to any alleged violation of any export law, rule or regulation, including payment of attorneys’ fees and costs. Buyer shall further indemnify, defend and hold BIZON, its officers, directors, employees, agents, suppliers, distributors and manufacturers harmless from and against any and all losses, damages, liabilities, fines, penalties, costs and expenses (including legal fees) arising out of or relating to any breach of this Section by Buyer, the end user or any party acting on their behalf, or any inaccuracy in any information, representation or assurance provided by Buyer. The obligations in this paragraph survive delivery of the Products and any termination or expiration of this Agreement.
These items are controlled by the U.S. government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations.
The U.S. Government restricts the export, re-export and in-country transfer of certain NVIDIA products and other advanced computing items to several countries, including but not limited to China, Saudi Arabia, United Arab Emirates (UAE), and Vietnam, as set forth in the BIS interim final rule Implementation of Additional Export Controls: Certain Advanced Computing Items; Supercomputer and Semiconductor End Use; Updates and Corrections (October 2023) and subsequent rules, including the January 2025 interim final rule on additional due diligence measures for advanced computing integrated circuits, the BIS Industry Guidance to Prevent Diversion of Advanced Computing Integrated Circuits and related Policy Statement (May 2025), and the BIS Guidance Regarding Enforcement of License Requirements for Advanced Computing Items for Entities Headquartered in Country Group D:5 and Macau (May 31, 2026), each as amended, supplemented or superseded from time to time. Under Section 742.6(a)(6) and Part 744 of the EAR, a license is required for the export, re-export or in-country transfer of Restricted Products to destinations in Country Groups D:1, D:4 and D:5 and Macau, and to any D:5 Entity wherever located; BIZON does not apply for such licenses and does not ship Restricted Products to such destinations or entities. Buyer is responsible for monitoring changes in the Export Laws that affect its own use, transfer and disposition of the Products. The links in this Section are provided for convenience only; the official texts of the EAR, OFAC regulations and other Export Laws govern.
BIZON may update this Section at any time by posting a revised version at bizon-tech.com/policies; the version in effect on the date BIZON accepts an order governs that order, and Buyer’s continued acceptance of Products constitutes acceptance of the then-current version. The provisions of this Section survive delivery and acceptance of the Products and any termination or expiration of this Agreement. If any provision of this Section is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by applicable law, and the invalid provision shall be deemed modified to the minimum extent necessary to make it enforceable.
BIZON has not tested product for use in high-risk activities including any life sustaining, chemical, or mission critical use. BIZON WILL NOT HAVE ANY LIABILITY FOR ANY DAMAGES ARISING FROM THE USE OF THE PRODUCTS IN ANY HIGH RISK ACTIVITY, INCLUDING THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, MEDICAL SYSTEMS, LIFE SUPPORT OR WEAPONS SYSTEMS.
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