Partners Data Systems, Inc., ("PARTNERS") 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 PARTNERS' INVOICE OR OTHER PARTNERS DOCUMENTATION, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS OF SALE UNLESS CUSTOMER AND PARTNERS 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 constitute a binding contract between Customer and PARTNERS. Customer accepts these terms and conditions of sale by making a purchase, placing an order or otherwise shopping with PARTNERS. 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 PARTNERS 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 PARTNERS at the address provided below.
 
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 unless explicitly agreed to in writing by PARTNERS management. Customer agrees that the terms and conditions of sale contained herein and in PARTNERS' 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 CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT IN SAN DIEGO, CALIFORNIA AND CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN SAN DIEGO COUNTY, CALIFORNIA 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 PARTNERS with Customer's carrier account number and/or Customer specifies that the shipment is NOT to be insured or Customer selects a carrier other than a carrier that regularly ships for PARTNERS, title to products and risk of loss or damage during shipment passes from PARTNERS to Customer upon shipment from PARTNERS' facility. For all other shipments, title to products and risk of loss or damage during shipment passes from PARTNERS to Customer upon receipt by Customer. Title to software will remain with the applicable licensor(s). PARTNERS 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 PARTNERS 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 PARTNERS is not the manufacturer of the products purchased by Customer hereunder and the only warranties offered are those of the manufacturer, not PARTNERS. In purchasing the products, Customer is relying on the manufacturer's specifications only and is not relying on any statements, specifications in brochures, photographs or other illustrations representing the products that may be provided by PARTNERS. In connection with services, neither affiliates of PARTNERS nor third party service providers are agents of PARTNERS and PARTNERS has no obligation or liability arising from any services performed by or any warranty, if any, made by, such service providers. PARTNERS 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 PARTNERS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER DOES NOT AFFECT THE TERMS OF THE MANUFACTURER'S WARRANTY, IF ANY.
 
Pricing Information; Availability Disclaimer
All pricing is subject to change. PARTNERS 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, PARTNERS cannot guarantee that it will be able to fulfill Customer's orders.
 
Limitation of Liability
NEITHER PARTNERS NOR ITS AFFILIATES WILL BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. NEITHER PARTNERS 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 DIRECTLY BY PARTNERS OR ITS AFFILIATES, NEITHER PARTNERS NOR ITS AFFILIATES ARE LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) OR SERVICE(S) GIVING RISE TO THE CLAIM.
 
PARTNERS 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.
 
Third Party Services
Customer acknowledges and agrees that, in some instances, PARTNERS, and their 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 PARTNERS and their 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. All amounts, including taxes, associated with third party services are being collected by PARTNERS solely in the capacity as an independent sales agent.
 
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 PARTNERS' advertising and marketing (collectively, a "Claim") WILL BE RESOLVED, UPON THE ELECTION OF PARTNERS, CUSTOMER OR THIRD PARTIES INVOLVED, EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. Arbitration will be conducted pursuant to the Rules of the American Arbitration Association, with offices in San Diego, California. If arbitration is chosen by any party with respect to a Claim, neither PARTNERS 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 San Diego, California. 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 PARTNERS arising out of sales hereunder will be exclusively litigated in court rather than through arbitration.
 
Orders; Payment Terms; Interest; Taxes
Payment term options include Credit Card (Mastercard, VISA, American Express (AMEX), pre-paid check, pre-pay wire transfer and Net Terms (upon approval). Orders are not binding upon PARTNERS until accepted by PARTNERS. Terms of payment are within PARTNERS' sole discretion. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice. PARTNERS may invoice parts of an order separately. 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 PARTNERS harmless from, any applicable sales, use or other taxes associated with the order. Customer must claim any exemption from tax at the time of purchase and provide the necessary supporting documentation. Any sales, use or other applicable tax 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 PARTNERS' costs of collection, including court costs, filing fees and attorney's fees.
 
Return / Cancellation Privileges
Return / Cancellation privileges are different for every manufacturer and will vary widely depending on each manufacturer's policies. Most manufacturers to no allow for returns and any purchases from PARTNERS should be assumed to be non cancellable and non returnable. PARTNERS by default passes through each manufacturer's polices and does not add any additional fees to process returns / cancellations when approved by the manufacturer. Please note that if a manufacturer's policy does allow for the return of their products that the typical restocking fees range from 10% to 50% varying by manufacturer. Custom orders may not be returned. If you are not sure a product you are considering for purchase will work for your application and you suspect that you may need to return a product after you purchase it please contact your sales representative or PARTNERS' Customer Service at customerservice@partnersdata.com prior to your purchase for return policy details or to inquire if you can evaluate a product prior to purchase instead. 
 
If a return is desired please contact PARTNERS' Customer Service at customerservice@partnersdata.com to obtain a Return Merchandise Authorization (RMA) before shipping product back to PARTNERS. This will expedite and help ensure the proper action or credit upon processing.
 
In order to expedite a return, please have the following information on hand when requesting an RMA number: Customer number, invoice number, serial number, reason for return, action to take (replacement/repair/return/credit) and whether the box has been opened or is manufacturer sealed.
 
Please return all products 100% complete including all original manufacturer boxes with the UPC code and packing materials, all manuals, blank warranty cards, accessories and any other documentation included with the original shipment. RMA approval is contingent upon, among other things, the products being 100% complete. Do not write on the packaging and double box return shipments to retain original packaging quality. If these requirements are not followed the return will be rejected.

Customer is responsible for shipping charges to PARTNERS' distribution center for all products being shipped for return, exchange or replacement. Products exchanged or replaced will be shipped by PARTNERS to Customer, at PARTNERS' expense, excluding international shipments which are paid for by the customer, using the same shipping method as was used by Customer to ship the original products back to PARTNERS.
 
Customer is responsible for all risk of loss and damage to products being shipped for return, exchange or replacement. Please fully insure return shipment in case of loss or damage. Please use a carrier that is able to provide you with proof of delivery such as UPS or Federal Express. This is for your protection as well as to ensure quick action on your return.
 
Return shipping address: (unless otherwise specified)
Partners Data Systems, Inc.
Attn: Returns Department
(Place your RMA number on this line)
4075 Park Blvd., Suite 102-350
San Diego, CA 92103
 
Failure to return a product within the applicable return period will be deemed to be an acceptance of the product.
 
Damaged Products
If Customer receives damaged products, please refuse the products upon original delivery attempt. If damaged products are accepted from the carrier, such damage should be noted on the carrier delivery record. Please save the product and the original box and packaging and notify PARTNERS immediately to arrange for a carrier inspection and a pick up of damaged products. Please notify PARTNERS Customer Service at customerservice@partnersdata.com of damaged products WITHIN THE FIRST 5 DAYS of receipt. Timely receipt of this information is necessary for PARTNERS to file a damage claim.