Paragon Development Systems, Inc. ("PDS") Terms and Conditions of Sale

PLEASE READ THESE TERMS AND CONDITIONS PRIOR TO MAKING A PURCHASE ON THIS WEB SITE. 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.

United States Terms and Conditions of Sale

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 PDS. By placing an order for 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 PDS immediately. If you wish to return your purchase, it must be done pursuant to PDS'S Return Policy. If returned, Product(s) must remain unopened in the boxes in which they were shipped. THIS AGREEMENT SHALL APPLY UNLESS (I) YOU HAVE A SEPARATE PURCHASE AGREEMENT WITH PDS, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (II) OTHER PDS 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 PDS.

Payment Terms; Orders; Quotes; Interest

Payment terms are within PDS'S sole discretion, and, unless otherwise agreed to by PDS, 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. PDS may invoice parts of an order separately. Your order is subject to cancellation by PDS, at PDS'S sole discretion. PDS is not responsible for pricing, typographical, or other errors, in any offer by PDS and reserves the right to cancel any orders resulting from such errors. PDS retains the right to charge interest at the legally allowable rate on all undisputed amounts beyond payment terms.

Shipping Charges; Taxes; Title; Risk of Loss

Shipping and handling charges are in addition to purchase price unless otherwise expressly indicated at the time of sale. Shipping terms are FOB origin. You must notify PDS within 14 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 PDS 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. Title to software will remain with the applicable licensor(s).

Warranties

PDS represents and warrants that its Services will be performed in a professional, timely and workmanlike manner in accordance with generally-accepted industry standards. PDS MAKES NO WARRANTIES FOR SERVICE, SOFTWARE, OR NON-PDS BRANDED PRODUCT. SUCH PRODUCT IS PROVIDED BY PDS "AS IS." WARRANTY AND SERVICE FOR NON-PDS BRANDED PRODUCT, IF ANY, IS PROVIDED BY THE ORIGINAL MANUFACTURER, AND NOT BY PDS. PDS MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN PDS'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE, PACKING SLIP OR ACKNOWLEDGEMENT. WARRANTIES AND SERVICE WILL BE EFFECTIVE, AND PDS WILL BE OBLIGATED TO HONOR ANY SUCH WARRANTIES AND SERVICES, ONLY UPON PDS'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. All warranties for software are provided by the manufacturer and not by PDS.

Return Policies; Exchanges

PDS'S return policy can be found at https://www.ShopPDS.com/pdf/Product_Support_Return.aspx. 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. If you fail to follow the return or exchange instructions and policies provided by PDS, PDS is not responsible whatsoever for Product that is lost, damaged, modified or otherwise processed for disposal or resale. At PDS'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

PDS'S policy is one of ongoing update and revision. PDS may revise and discontinue Product at any time without notice to you. This may affect information saved in your online "cart" or in a quote you have saved online. PDS will ship a Product that has 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 PDS, PDS 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 https://www.ShopPDS.com/pdf/Product_Support_Repair.aspx (in the sections entitled "Manufacturer's Warranty Uplifts" and "Manufacturer-Supported Products"). PDS has no obligation to provide service or support until PDS has received full payment for the Product or service/support contract you purchased. PDS is not obligated to provide service or support you purchase through a third party and not PDS.

If you purchase a PDS delivered professional services SKU, https://pdsit.net/sku-services/ provides a statement of service for each SKU Service Offering, including applicable definitions of project planning and preparation services, service deployment, installation, verification and orientation. Each SKU Service Offering incorporates these PDS "Terms of Sale."

Limitation of Liability

PDS 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, UNFITNESS FOR A PARTICULAR FUNCTION, OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PDS 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, PDS 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.

Applicable Law; Not For Resale or Export

You agree to comply with all applicable laws and regulations of the various states and of the United States. You agree and represent that you are buying for your own internal use only, and not for resale or export. THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THERE UNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND PDS arising from or relating to this agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this agreement, PDS'S advertising, or any related purchase SHALL, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BE GOVERNED BY THE LAWS OF THE STATE OF WISCONSIN, WITHOUT REGARD TO CONFLICTS OF LAWS RULES.

Arbitration

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be settled by binding arbitration held in Milwaukee, Wisconsin in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Each party shall bear its own expenses in connection with the arbitration proceeding and the parties shall divide equally the costs of the arbitrator.

Last Updated 07/16/2018