1.
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 Varinsic.
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 by
contacting your Varinsic Account Executive.
2.
Payment Terms; Orders; Quotes;
Interest.
Terms of payment are within Varinsic's sole discretion, and unless otherwise
agreed to by Varinsic, payment must be received by Varinsic prior to
Varinsic's acceptance of an order. Payment for the products will be made by
credit card, wire transfer, or some other prearranged payment method unless
credit terms have been agreed to by Varinsic. Invoices are due and payable
within the time period noted on your invoice, measured from the date of the
invoice. Varinsic may invoice parts of an order separately. Your order is
subject to cancellation by Varinsic, in Varinsic's sole discretion. Unless
you and Varinsic have agreed to a different discount, Varinsic's standard
pricing policy for Varinsic-products, 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. Varinsic is not
responsible for pricing, typographical, or other errors in any offer by
Varinsic and reserves the right to cancel any orders resulting from such
errors.
3.
Shipping Charges; Taxes;
Title; Risk of Loss. Shipping and handling are additional unless otherwise expressly
indicated at the time of sale. Title to products passes from Varinsic to
Customer on shipment from Varinsic's facility, Distributor, Manufacturer or
Agent. Loss or damage that occurs during shipping by a carrier selected by
Varinsic is Varinsic's responsibility. Loss or damage that occurs during
shipping by a carrier selected by you is your responsibility. You must notify
Varinsic within (3) three 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 Varinsic 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.
4.
Warranties. THE LIMITED WARRANTIES
APPLICABLE TO VARINSIC-BRANDED HARDWARE PRODUCT CAN BE FOUND AT IN THE
DOCUMENTATION VARINSIC PROVIDES WITH VARINSIC-BRANDED PRODUCT. VARINSIC MAKES
NO WARRANTIES FOR SERVICE, SOFTWARE, OR NON-VARINSIC BRANDED PRODUCT, SERVICE,
MAINTENANCE OR SUPPORT. SUCH PRODUCT, SOFTWARE, SERVICE, MAINTENANCE OR
SUPPORT IS PROVIDED BY VARINSIC "AS IS" AND ANY THIRD-PARTY
WARRANTIES, SERVICES, MAINTENANCE AND SUPPORT ARE PROVIDED BY THE ORIGINAL
MANUFACTURER OR SUPPLIER, NOT BY VARINSIC. VARINSIC MAKES NO EXPRESS
WARRANTIES EXCEPT THOSE STATED IN VARINSIC'S APPLICABLE VARINSIC-BRANDED
WARRANTY OR SERVICE DESCRIPTION IN EFFECT ON THE DATE OF THE INVOICE, PACKING
SLIP OR ACKNOWLEDGEMENT. VARINSIC-BRANDED WARRANTIES AND SERVICES ARE EFFECTIVE
ON PAYMENT IN FULL, AND VARINSIC IS NOT OBLIGATED TO HONOR ANY WARRANTY OR
PROVIDE SERVICE UNTIL VARINSIC RECEIVES PAYMENT IN FULL. VARINSIC MAY REQUEST
CANCELLATION OF THIRD-PARTY-BRANDED SOFTWARE LICENSES, SERVICES, MAINTENANCE
OR SUPPORT IF VARINSIC DOES NOT RECEIVE PAYMENT. IF YOU PURCHASE
THIRD-PARTY-BRANDED PRODUCT, SERVICES, MAINTENANCE, OR SUPPORT, ADDITIONAL
THIRD-PARTY TERMS AND CONDITIONS MAY APPLY.
5.
Software. All software is provided
subject to a license agreement and you agree that you will be bound by such
license agreement in addition to these terms. Title to software remains with
the applicable licensor(s).
6.
Return Policies; Exchanges. Varinsic's return policy can
be found at www.varinsic.com/returnpolicy and you agree to those terms. 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 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 Varinsic, Varinsic is not
responsible for Product that is lost, damaged, modified or otherwise
processed for disposal or resale. At Varinsic's discretion, credit for
partial returns may be less than invoice or individual component prices due
to bundled or promotional pricing.
7.
Changed or Discontinued
Product.
Varinsic's policy is one of ongoing update and revision. Varinsic or its
partners may revise and discontinue Product at any time without notice to you
and this may affect information saved in your online "cart."
Varinsic will ship 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.
8.
Service and Support. Service offerings may vary
from Product to Product. In addition to these terms and conditions, Varinsic
and/or your third-party service provider may provide such service and support
to you in the United States in accordance with the term and conditions
delivered to you or offered from the manufacturer. Varinsic and/or your third-party service
provider may in their discretion revise their general and optional service
and support programs and the terms and conditions that govern them without
prior notice to you. Varinsic has no obligation to provide service or support
until Varinsic has received full payment for the Product or service/support
contract you purchased. Varinsic is not obligated to provide third-party
branded service or support, or service or support for any products or
services that you purchased through a third-party and not Varinsic. It is
your responsibility to backup all existing data, software, and programs
before receiving services or support (including telephone support). Varinsic
and/or your third-party service provider will have no liability for loss or
recovery of data, programs or loss of use of system(s) arising out of the
services or support or any act or omission, including negligence, by Varinsic
or your-third-party service provider. Varinsic and/or your third-party
service provider is not permitted by law to copy pirated or copyrighted
materials or to copy or handle illegal data. Prior to Varinsic and/or your
third-party service provider providing service or support, you represent that
your system(s) does not contain illegal files or data. You also represent
that you own the copyright or have a license to make copies to all files on
your system and do not have any data that would cause Varinsic to be liable
for copyright infringement if those files were copied by Varinsic and/or your
third-party service provider.
9.
Limitation of Liability. VARINSIC 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, VARINSIC 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,
VARINSIC 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.
10.
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 only for your own
internal use only, and not for resale or export. Varinsic has separate terms
and conditions governing resale of Product by third parties and transactions
outside the United States..
11.
Governing Law. 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, CONSUMER PROTECTION, COMMON LAW,
AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND VARINSIC arising from or relating
to this agreement, its interpretation, or the breach, termination or validity
thereof, the relationships which result from this agreement, Varinsic's
advertising, or any related purchase SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF MARYLAND, WITHOUT REGARD TO CONFLICTS OF LAW.
12.
Binding Arbitration. ANY CLAIM, DISPUTE, OR
CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING,
PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW,
INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND VARINSIC, its
agents, employees, principals, successors, assigns, affiliates (collectively
for purposes of this paragraph, "Varinsic") 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), Varinsic'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
, or via telephone at
1-800-474-2371). In the event of any inconsistency or conflict between NAF
Code of Procedure and this Agreement, this Agreement shall control. The
arbitration will be limited solely to the dispute or controversy between
customer and Varinsic. NEITHER CUSTOMER NOR VARINSIC 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. The individual (non-class) nature of this dispute provision goes to
the essence of the parties' arbitration agreement, and if found
unenforceable, the entire arbitration provision shall not be enforced. 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. Varinsic
will be responsible for paying any individual customer arbitration fees. If
any customer prevails on any 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. Otherwise, each party shall pay
for its own costs and attorneys' fees, if any. Information may be obtained
and claims may be filed with the NAF at P.O. Box 50191, Minneapolis, MN
55405.
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