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Terms and Conditions of Sale

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE.

These terms and conditions ("Agreement") apply to your purchase of computer systems and/or related products and/or services and support sold in the United States ("Product") by the SPW entity named on the invoice or acknowledgement ("SPW") provided to you. By accepting delivery of the Product, you accept and are bound to the terms and conditions of this Agreement. If you do not wish to be bound by this Agreement, you must notify SPW immediately and return your purchase pursuant to SPW's . If returned, Product(s) must remain in the boxes in which they were shipped. THIS AGREEMENT SHALL APPLY UNLESS (I) YOU HAVE A SEPARATE PURCHASE AGREEMENT WITH SPW, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (II) OTHER SPW TERMS AND CONDITIONS APPLY TO THE TRANSACTION.

Other Documents. This Agreement may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by both you and SPW. If you do not receive an invoice or acknowledgement in the mail, via e-mail, or with your Product, information about your purchase may be obtained at http://www.serverpartswarehouse.com/cuse.html or by contacting your sales representative.
Payment Terms; Orders; Quotes; Interest. Payment terms are within SPW's sole discretion, and, unless otherwise agreed to by SPW, payment must be made at the time of purchase. Payment for Product may be made by credit card, wire transfer, or some other prearranged payment method. SPW may invoice parts of an order separately. Your order is subject to cancellation by SPW, at SPW's sole discretion. Unless you and SPW have agreed to a different discount, SPW's standard pricing policy for SPW-branded systems, which include both hardware and services in one discounted price, allocates the discount off list price applicable to the service portion of the system to be equal to the overall calculated percentage discount off list price on the entire system. SPW is not responsible for pricing, typographical, or other errors, in any offer by SPW and reserves the right to cancel any orders resulting from such errors.
Shipping Charges; Taxes; Title; Risk of Loss. Shipping and handling are additional unless otherwise expressly indicated at the time of sale. Loss or damage that occurs during shipping by a carrier selected by SPW is SPW's responsibility. Loss or damage that occurs during shipping by a carrier selected by you is your responsibility. You must notify SPW within 30 days of the date of your invoice or acknowledgement if you believe any part of your purchase is missing wrong or damaged. Unless you provide SPW with a valid and correct tax exemption certificate applicable to your purchase of Product and the Product ship-to location, you are responsible for sales and other taxes associated with the order. Shipping dates are estimates only. Title to software will remain with the applicable licensor(s).
Warranties. THE LIMITED WARRANTIES APPLICABLE TO SPW-HARDWARE PRODUCT CAN BE FOUND AT http://www.serverpartswarehouse.com/cuse.html OR IN THE DOCUMENTATION SPW PROVIDES WITH THE PRODUCT. SPW MAKES NO WARRANTIES FOR SERVICE, SOFTWARE, OR NON-SPW BRANDED PRODUCT. SUCH PRODUCT IS PROVIDED BY SPW "AS IS". WARRANTY AND SERVICE FOR NON-SPW BRANDED PRODUCT, IF ANY, IS PROVIDED BY THE ORIGINAL MANUFACTURER, NOT BY SPW. SPW MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN SPW'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE, PACKING SLIP OR ACKNOWLEDGEMENT. WARRANTIES AND SERVICE WILL BE EFFECTIVE, AND SPW WILL BE OBLIGATED TO HONOR ANY SUCH WARRANTIES AND SERVICES, ONLY UPON SPW'S RECEIPT OF PAYMENT IN FULL FOR THE ITEM TO BE WARRANTED OR SERVICED.
Software. All software is provided subject to the license agreement that is part of the software package and you agree that you will be bound by such license agreement.
Return Policies; Exchanges New and refurbished Product that you purchase directly from SPW (and not a third party) you may return or exchange only in accordance with SPW's return policy in effect on the date of the invoice or acknowledgement. Any returns or exchanges will be made in accordance with SPW's exchange policies in effect on the date of the return or exchange. You must contact us directly before you attempt to return Product to obtain a Return Material Authorization Number for you to include with your return. You must return Product to us in their original or equivalent packaging. You are responsible for risk of loss, shipping and handling fees for returning or exchanging Product. Additional fees may apply. SPW's return policy for SPW-branded Product can be found at: http://www.serverpartswarehouse.com/cuse.html . If you fail to follow the return or exchange instructions and policies provided by SPW, SPW is not responsible whatsoever for Product that is lost, damaged, modified or otherwise processed for disposal or resale. If you are returning all components in an order, you will be credited the full amount paid for the order. At SPW's discretion, credit for partial returns may be less than invoice or individual component prices due to bundled or promotional pricing.
Changed or Discontinued Product. SPW's policy is one of ongoing update and revision. SPW may revise and discontinue Product at any time without notice to you and this may affect information saved in your online "cart." SPW will ship Product that have the functionality and performance of the Product ordered, but changes between what is shipped and what is described in a specification sheet or catalog are possible. Parts used in repairing or servicing Product may be new, equivalent-to-new, or reconditioned.
Service and Support. Service offerings may vary from Product to Product. If you purchase optional services and support from SPW, SPW and/or your third-party service provider will provide such service and support to you in the United States in accordance with the terms and conditions located at http://www.serverpartswarehouse.com or as mailed to you. You may contact SPW for more information, see About Us for contact information. SPW and/or the third-party service provider may at their discretion, revise their general and optional service and support programs and the terms and conditions that govern them without prior notice to you. SPW has no obligation to provide service or support until SPW has received full payment for the Product or service/support contract you purchased. SPW is not obligated to provide service or support you purchase through a third party and not SPW.
Limitation of Liability. SPW DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SPW WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT, SPW IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT INVOICED FOR THE APPLICABLE PRODUCT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
Governing Law. THIS AGREEMENT AND ANY SALES THERE UNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES.
Headings. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived there from.
Binding Arbitration. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND SPW, its agents, employees, principals, successors, assigns, affiliates (collectively for purposes of this paragraph, "SPW") arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), SPW's advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (NAF) under its Code of Procedure then in effect (available via the Internet at http://www.arb-forum.com. The arbitration will be limited solely to the dispute or controversy between customer and SPW. NEITHER CUSTOMER NOR SPW SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. This transaction involves interstate commerce, and this provision shall be governed by the Federal Arbitration Act 9 U.S.C. sec. 1-16 (FAA). Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. SPW will be responsible for paying any arbitration filing fees and fees required to obtain a hearing to the extent such fees exceed the amount of the filing fee for initiating a claim in the court of general jurisdiction in the state in which you reside. Each party shall pay for its own costs and attorneys' fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law. Information may be obtained and claims may be filed with the NAF at P.O. Box 50191, Minneapolis, MN 55405.

Terms and Conditions of Sale for Persons or Entities Purchasing to Resell

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU.

These terms and conditions ("Agreement") apply to your purchase and resale of computer systems, related products and/or services and support sold in the United States ("Products") by the SPW entity named on the invoice ("SPW") or other documents provided to you by SPW. This Agreement does not apply to you if you are buying for your own end use. By accepting delivery of the Products you agree to be bound by and accept the terms and conditions of this Agreement. These terms and conditions are subject to change at any time in SPW's sole discretion without prior written notice. If you do not wish to be bound by this Agreement, you must promptly notify SPW. Products must remain in the boxes in which they were shipped and notify us immediately to arrange a Product return. YOU WILL BE RESPONSIBLE FOR SHIPPING & HANDLING CHARGES FOR THIS RETURN. ADDITIONAL RETURN OR RESTOCKING FEES MAY APPLY. THIS AGREEMENT SHALL APPLY UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT WITH SPW OR OTHER SPW TERMS AND CONDITIONS APPLY.

Other Documents. This Agreement may NOT be altered, supplemented or amended by the use of any other document(s) unless otherwise agreed to in a separate written agreement signed by both you and SPW. If you do not receive an invoice or acknowledgement in the mail or with your Product, information about your purchase may be obtained at http://www.serverpartswarehouse.com/ or by contacting your sales representative.
Trademarks; Copyrights. You may use the "SPW" name and SPW's product names solely for the purpose of accurately identifying the SPW-branded Products you market and/or sell under this Agreement. You agree to change or correct, at your own expense, any material or activity that SPW decides is inaccurate, objectionable or misleading or a misuse of SPW's name, trademarks, service marks, or SPW's logos or copyrighted works. You may not use the SPW name and SPW's product names for any other purpose. You may not use other SPW trademarks or service marks, or SPW's logos or copyrighted works, at any time.
Quotes; Orders; Payment Terms. Payment terms are within SPW's sole discretion. You agree not to violate the terms of any offer or concession made available by SPW. SPW may invoice and/or ship parts of an order separately. SPW reserves the right to cancel an order or transaction, in whole or in part. If you breach the provisions of this Agreement or the terms of any offer, SPW may charge or re-debit your account or credit card the full list price for your purchase (in lieu of a discounted or special price included in the offer). You hereby grant SPW, and SPW hereby retains, a purchase money security interest and lien on any and all of your rights, title and interest in Products, wherever located, and all replacements or proceeds of the Products, until the invoice for the applicable Products is paid in full, including any late charges and costs of collection. You consent to SPW's use of this Agreement, as well as Product invoices, as financing statements for protecting this security interest and appoint SPW as your agent for service of process. Unless you and SPW have agreed to a different discount, SPW's standard pricing policy for SPW-branded product, which include both hardware and services in one discounted price, allocates the discount off list price applicable to the service portion of the system to be equal to the overall calculated percentage discount off list price on the entire product.
Shipping Charges; Taxes. Shipping dates provided by SPW are estimates only. Shipping and handling are additional and will be shown on the invoice(s) or other documentation. Loss or damage that occurs during shipping by a carrier selected by SPW is SPW's responsibility. Loss or damage that occurs during shipping by a carrier selected by you is your responsibility. Unless you provide SPW with a valid and correct tax exemption certificate applicable to the Product ship-to location at the time of purchase, you will be responsible for sales and all other taxes associated with the order, however designated, except for SPW's franchise taxes and taxes on SPW's net income.
Title; Risk of Loss; Insurance. Title to products passes from SPW to you on shipment from SPW's facility or third party manufacturers facility. Title to software will remain with the applicable licensor(s). You will maintain comprehensive general liability, including products liability, insurance in an amount appropriate for your business, but in no event less than $1,000,000.00 (US) with an insurance company having a Best rating of A. Upon SPW's request, you will provide to SPW a certificate of such insurance (including any new or amended certificates of insurance) and/or name SPW as an additional insured.
Warranties. SPW MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN THIS SECTION AND IN SPW'S APPLICABLE LIMITED WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE, PACKING SLIP OR ACKNOWLEDGEMENT PROVIDED WITH THE PRODUCT(S). SPW DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO WARRANTIES BY SPW FOR NON-SPW BRANDED PRODUCTS, SERVICE OR SOFTWARE PRODUCTS. ALL SUCH PRODUCTS ARE PROVIDED BY SPW "AS IS". NO REVISION IN LIMITED WARRANTIES WILL AFFECT PRODUCTS ALREADY ORDERED BY YOU.
Additional Remedies & Responsibilities. SPW RESERVES THE RIGHT TO DISCONTINUE OR OTHERWISE VOID ANY WARRANTY, SERVICE OR TECHNICAL SUPPORT IT OFFERS IN WHOLE OR IN PART IF YOU BREACH ANY OF YOUR OBLIGATIONS UNDER THIS AGREEMENT OR IF YOU FAIL TO PAY AMOUNTS DUE FOR PRODUCTS YOU PURCHASE FROM SPW. YOU SHALL BE SOLELY RESPONSIBLE FOR ALL REPRESENTATIONS OR OMISSIONS YOU MAKE TO YOUR CUSTOMERS INCLUDING BUT NOT LIMITED TO ANY REPRESENTATION OR OMISSION YOU MAKE ABOUT PRODUCT WARRANTIES, FEATURES, PERFORMANCE, SUPPORT AND SERVICE. YOU WILL INFORM YOUR CUSTOMERS OF SPW'S RIGHTS AND YOUR OBLIGATIONS UNDER THIS AGREEMENT.
Software. All software is provided subject to the license agreement that is provided with the Product. You agree that you and your customers will be bound by such license agreement.
Products. SPW's policy is one of on-going Product update and revision. SPW may revise and discontinue Products at any time without notice to you. SPW will ship Products that have the functionality and performance of the Products ordered, but changes between what is shipped and what is described in a specification sheet or catalog are possible. The parts and assemblies used in building Products and spare parts are selected from new, equivalent-to-new or reconditioned parts and assemblies.
Limitation of Liability. SPW DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, LOST PROFITS, LOSS OF BUSINESS, YOUR BREACH OF THIS AGREEMENT OR THE PROVISION OF SERVICES AND SUPPORT. SPW WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ON OUR WEB SITE TO THE CONTRARY, SPW IS NOT RESPONSIBLE FOR INFORMATION YOU PROVIDE TO US UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT OTHERWISE. YOU AGREE THAT FOR ANY LIABILITY ARISING FROM OR RELATED TO THE PURCHASE OF ANY PRODUCTS, SPW IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT INVOICED BY SPW FOR THE RESPECTIVE PRODUCTS. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
Service and Support. Service offerings may vary from product to product. If you purchase optional services and support, SPW or a third party service provider will provide the optional service and support to you or your customer in the United States in accordance with the terms and conditions in effect at the time of your purchase. SPW may, at its discretion, revise its general and optional service and support programs and the terms and conditions that govern them without prior notice to you or your customer. SPW HAS NO OBLIGATION TO PROVIDE WARRANTY OR SUPPORT SERVICES TO YOU OR YOUR CUSTOMERS UNTIL SPW HAS RECEIVED FULL PAYMENT FOR THE PRODUCT THAT YOU PURCHASE.
YOUR INDEMNITY TO SPW. To the fullest extend permitted by law, you will indemnify, defend and hold SPW, including SPW's partners, officers, directors, agents, employees, subsidiaries, affiliates, parents, successors and assigns, harmless from any claim, demand, cause of action, debt or liability (including reasonable attorneys fees, expenses and court costs) arising from: (a) your modification(s) of and/or addition(s) to Product(s); (b) your breach of this Agreement, (c) your omissions, misrepresentations, or negligence, and (d) the Products sold by you damage a third party to the extent such claim is based on (i) your modification of and/or addition to the Products, misuse or abuse of the Products, negligence or breach of any provision in this Agreement; (ii) your failure to abide by all applicable laws, rules, regulations and orders that affect the Products; (iii) your omission, misrepresentation, or negligence, or (iv) you or your end-users cause intentional harm to any person or property. Indemnified claims, debts and liabilities include the amount of any discount in price or concession that is made available by SPW to you.
Dispute Resolution. The parties will attempt to resolve any claim, or dispute or controversy (whether in contract, tort or otherwise) against SPW, its agents, employees, successors, assigns or affiliates (collectively for purposes of this paragraph, "SPW") arising out of or relating to this Agreement, SPW's advertising, or any related purchase (a "Dispute") through face to face negotiation with persons fully authorized to resolve the Dispute or through mediation utilizing a mutually agreeable mediator, rather than through litigation. If the parties are unable to resolve the Dispute through negotiation or mediation within a reasonable time after written notice from one party to the other that a Dispute exists, the Dispute will be settled by binding arbitration in accordance with the then current CPR Rules for Non-Administered Arbitration. The Arbitration will be conducted before three (3) independent and impartial arbitrators. SPW will appoint one (1) arbitrator and the other party or parties will appoint one (1) arbitrator. The two (2) appointed arbitrators will then select a third arbitrator, who shall be the presiding arbitrator. The arbitration hearing shall take place in Irvine, Ca and will be governed by the United States Federal Arbitration Act to the exclusion of any inconsistent state laws. The arbitrators shall base their award on the terms of this Agreement, and will follow the law and judicial precedents that a United States District Judge sitting in the Western District of California would apply to the Dispute. The arbitrators shall render their award in writing and will include the findings of fact and conclusion of law upon which their award is based. Judgment upon the arbitration award may be entered by any court of competent jurisdiction. The existence or results of any negotiation, mediation or arbitration will be treated as confidential. Notwithstanding the foregoing, either party will have the right to obtain from a court of competent jurisdiction a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo or prevent irreparable harm, although the merits of the underlying Dispute will be resolved in accordance with this paragraph.
Independent Contractors. No provision of this Agreement will or shall be deemed to create a partnership, joint venture or other combination between SPW and you. You and SPW are independent contractors. Neither party will make any warranties or representations or assume any obligations on the other party's behalf. Neither party is nor will claim to be a legal representative, partner, franchisee, agent or employee of the other party. Each party is responsible for the amounts it incurs arising from this Agreement and for the direction and compensation, and is liable for the actions of, its employees and subcontractors.
Governing Law. THE LAWS OF THE STATE OF CALIFORNIA GOVERN THIS AGREEMENT, EXCLUDING ITS CONFLICTS OF LAWS RULES AND EXCLUDING THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS.
Export. You acknowledge 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 ("U.S.") 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. You acknowledge that it is your sole responsibility to comply with and abide by those laws and regulations. Further, under U.S. 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 without limitation, activities related to the design, development, production or use of nuclear weapons, materials, or facilities, missiles or the support of missile projects, and chemical or biological weapons. You agree not to provide any written regulatory certifications or notifications on behalf of SPW. SPW has not tested Products for use in high-risk activities including but not limited to any life sustaining, chemical, or mission critical use. SPW WILL NOT HAVE ANY LIABILITY FOR ANY DAMAGES ARISING FROM THE USE OF THE PRODUCTS IN ANY HIGH RISK ACTIVITY, INCLUDING, BUT NOT LIMITED TO, THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, MEDICAL SYSTEMS, LIFE SUPPORT, OR WEAPONS SYSTEMS.
Headings. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived there from. If any provision of this Agreement is void or unenforceable, the remainder of this Agreement will remain in full force and will not be terminated. Neither party will be liable for any delays resulting from circumstances or causes beyond the party's reasonable control.

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