Terms and Conditions of Sale PLEASE READ THESE TERMS AND CONDITIONS OF SALE VERY CAREFULLY. THE TERMS AND CONDITIONS OF SALE ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS IN ANY FORMS DELIVERED BY CUSTOMER ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN. BY ACCEPTING DELIVERY OF THE PRODUCTS AND SERVICES DESCRIBED IN SANDIRECT’S INVOICE OR OTHER SANDIRECT DOCUMENTATION, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS OF SALE UNLESS CUSTOMER AND SANDIRECT HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN. Important Information about These Terms and Conditions of Sale These terms and conditions of sale constitutes a binding contract between you ("Customer") and SANDIRECT. Customer accepts these terms and conditions of sale by making a purchase, placing an order or otherwise shopping on SANDIRECT's Website (the "Site"). These terms and conditions of sale are subject to change without prior notice, except that the terms and conditions of sale posted on the Site at the time Customer initially places or modifies an order will govern the order in question. These terms and conditions of sale constitute the entire agreement between Customer and SANDIRECT relating to the terms and conditions of sale of products and services on the Site. Customer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting SANDIRECT at: SANDIRECT 3400 International Airport Drive Suite 1000 Charlotte, NC 28208 Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. Customer agrees that the terms and conditions of sale contained herein and in SANDIRECT’s invoice or other documentation will control. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these terms and conditions of sale or any purchase order or invoice related thereto. Governing Law THESE TERMS AND CONDITIONS OF SALE AND ANY SALE HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT IN MECKLENBURG COUNTY, NORTH CAROLINA AND CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN MECKLENBURG COUNTY, NORTH CAROLINA AND SUBMITS TO THE JURISDICTION THEREOF AND WAIVES THE RIGHT TO CHANGE VENUE. CUSTOMER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING. Title; Risk of Loss If Customer provides SANDIRECT with Customer’s carrier account number or selects a carrier other than a carrier that regularly ships for SANDIRECT, title to products and risk of loss or damage during shipment passes from SANDIRECT to Customer upon shipment from SANDIRECT’s facility. For all other shipments; title to products and risk of loss or damage during shipment passes from SANDIRECT to Customer upon receipt by Customer. Notwithstanding the foregoing, title to software will remain with the applicable licensor(s) and Customer's rights therein are contained in the license agreement between such licensor(s) and Customer. SANDIRECT retains a security interest in the products until payment in full is received. Customer will be responsible for all shipping and related charges. Export Sales If this transaction involves an export under the Export Administration Regulations, the commodities, technology and/or software sold or distributed under these terms and conditions of sale exported from the United States by SANDIRECT were exported in accordance with the Export Administration Regulations. Diversion, use, export or re-export contrary to United States law is prohibited. The commodities, technology and/or software sold or distributed under these terms and conditions of sale may not be exported or re-exported to Cuba, Iran, Iraq, Libya, Sudan, North Korea or Syria or to entities and persons that are ineligible under United States law to receive United States commodities, technology and/or software. In addition, manufacturers' warranties for exported products may vary or may be null and void for products exported outside the United States. Warranties Customer understands that SANDIRECT is not the manufacturer of the products purchased by Customer hereunder and the only warranties offered are those of the manufacturer, not SANDIRECT. In purchasing the products, Customer is relying on the manufacturer’s specifications only and is not relying on any statements, specifications, photographs or other illustrations representing the products that may be provided by SANDIRECT or its affiliates. In connection with services; neither affiliates of SANDIRECT nor third party service providers are agents of SANDIRECT and SANDIRECT has no obligation or liability arising from any services performed by or any warranty, if any, made by, such service providers. SANDIRECT AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO PRODUCTS SOLD OR SERVICES PROVIDED BY THIRD PARTIES OR AFFILIATES OF SANDIRECT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NONINFRINGEMENT. THIS DISCLAIMER DOES NOT AFFECT THE TERMS OF THE MANUFACTURER'S WARRANTY, IF ANY. Pricing Information; Availability Disclaimer All pricing is subject to change. SANDIRECT reserves the right to make adjustments to pricing, products and service offerings for reasons including, but not limited to, changing market conditions, product discontinuation, product unavailability, manufacturer price changes and errors in advertisements. All orders are subject to product availability. Therefore, SANDIRECT cannot guarantee that it will be able to fulfill Customer’s orders. Limitation of Liability NEITHER SANDIRECT NOR ITS AFFILIATES WILL BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. NEITHER SANDIRECT NOR ITS AFFILIATES WILL BE LIABLE FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE OR THE PROVISION OF SERVICES BY THIRD PARTIES. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES PROVIDED BY SANDIRECT OR ITS AFFILIATES, NEITHER SANDIRECT NOR ITS AFFILIATES WILL BE LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES IN EXCESS OF THE LESSER OF: (A) THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) OR SERVICE(S) GIVING RISE TO THE CLAIM; OR (B) $50,000. SANDIRECT will not be responsible for any delays in delivery which result from any circumstances beyond its control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency. Any shipping dates provided by SANDIRECT are estimates only. Third Party Services Customer acknowledges and agrees that, in some instances, SANDIRECT and its affiliates are resellers of services and are not the provider of those services. In those cases, the third party service provider is the only party responsible for providing services to Customer. In those cases, Customer will look solely to the third party service provider for any loss, claims or damages arising from or relating to the purchase or provision of such services. Customer hereby releases SANDIRECT and its affiliates from any and all claims arising from or relating to the purchase or provision of any such services by third party service providers. Services may be subject to tax. 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) arising from or relating to the products or services sold pursuant to these terms and conditions of sale, the interpretation or application of these terms and conditions of sale or the breach, termination or validity thereof, the relationships which result from these terms and conditions of sale (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories hereto), or SANDIRECT's advertising and marketing (collectively, a “Claim”) WILL BE RESOLVED, UPON THE ELECTION OF SANDIRECT, CUSTOMER OR THIRD PARTIES INVOLVED, EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. If arbitration is chosen, it will be conducted pursuant to the Rules of the American Arbitration Association, with offices in Chicago, Illinois. If arbitration is chosen by any party with respect to a Claim, neither SANDIRECT nor Customer will have the right to litigate that Claim in court or to have a jury trial on that Claim or to engage in pre-arbitration discovery, except as provided for in the applicable arbitration rules or by agreement of the parties. Further, Customer will not have the right to participate as a representative or member of any class of claimants pertaining to any Claim. Notwithstanding any choice of law provision included in these terms and conditions of sale, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16). The arbitration will take place in Charlotte, North Carolina. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator(s). Each party will bear its own cost of any legal representation, discovery or research required to complete arbitration. The existence or results of any arbitration will be treated as confidential. Notwithstanding anything to the contrary contained herein, all matters pertaining to the collection of amounts due to SANDIRECT arising out of sales hereunder will be exclusively litigated in court rather than through arbitration. Orders; Payment Terms; Interest; Taxes Orders are not binding upon SANDIRECT until accepted by SANDIRECT. Terms of payment are within SANDIRECT's sole discretion. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice. SANDIRECT may invoice Customer separately for partial shipments. Customer agrees to pay interest on all past-due sums at the lower of one and one-half percent (1 1/2%) per month or at the highest rate allowed by law. Customer is responsible for, and will indemnify and hold SANDIRECT harmless from, any applicable sales, use, transaction, excise or similar taxes (but not taxes imposed or measured by SANDIRECT's net income), and from any federal, state or local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of, or otherwise associated with the order. Customer must claim any exemption from such taxes, fees or charges and must provide SANDIRECT with the necessary supporting documentation at the time of purchase. Any sales, use or other applicable tax or fees or assessments is based on the location to which the order is shipped. In the event of a payment default, Customer will be responsible for all of SANDIRECT’s costs of collection, including court costs, filing fees and attorney’s fees. Acceptance of Products and Product Returns: All products and services provided by the following manufacturers are not eligible for refund or return under any circumstances; EMC, Hitachi Data Systems, NetApp, Isilon and Nexsan. Inspection and acceptance of all other Products shall be Buyer's responsibility. Buyer is deemed to have accepted the Products unless written notice of rejection is received by Seller within ten (10) days after delivery of the Products. Buyer waives any right to revoke acceptance thereafter. Buyer shall report any discrepancy in shipment quantity or damage within ten (10) days after delivery. All returns for Defective and Non-Defective Products must have a valid Return Material Authorization ("RMA") Number issued by Seller in accordance with the terms of the Manufacturers Warranty. Shipping instructions will be provided at the time of RMA request. Return of Defective Product: If returned Products are claimed to be defective, a complete description of the nature of the defect must be provided at the time of RMA Number request. Returned Products must be in original manufacturer's shipping cartons complete with all packing materials. Return of Non-Defective Product: Non-defective products will be accepted for return within 30 days of Customers receipt of the product if the product remains unopened and all manufacturers packaging is originally sealed and undamaged. All Non-Defective Products for return are subject to a minimum 15% restocking fee. Shipping charges will not be refunded on Non-Defective Product returns. Return shipping address: SANDIRECT Attn: Returns Department 3400 International Airport Drive Suite 1000 Charlotte, NC 28208 Top of Page