Terms and Conditions

TERMS AND CONDITIONS

The following terms and conditions apply to all proposals and quotations made by ComputersResolve or contracts entered into by ComputersResolve. All orders are subject to acceptance by ComputersResolve at its principal office.

1. Definitions.

1.1 "Hardware" means computer systems (excluding software) and related parts.

1.2 "Software" means software products whether owned by customer or licensed directly to customer from a third party.

1.3 "Product" or "Products" includes Hardware and Software.

1.4 "Peripheral" means any device with an external connection to the computer system such as printers, monitors and scanners.

2. Prices. Prices contained in any quotation, purchase order or contract are exclusive of and customer is responsible for all federal, state, municipal and other governmental, excise, sales, use, import/export tariffs (duties) or like taxes.

3. Payment Terms. Payment for any purchase made by customer is due at the time services are rendered by ComputersResolve or, with prior approval of ComputersResolve, within fifteen (15) days from the date of invoice. Interest at the rate of 1½ % per month will be charged on accounts past due. ComputersResolve reserves the right to require cash on delivery or suspend delivery of any order whenever customer's account is past due.

4. Limited Warranties and Return Policy.

4.1 ComputersResolve warrants that the ComputersResolve computer systems and servers will be free from defects in materials and workmanship for two years from the date of installation. This limited warranty includes parts and labor.

4.2 ComputersResolve warrants that the Hardware, other than ComputersResolve computer systems and servers, will be free from defects in materials for one year from the date of installation. This limited warranty includes parts for one year and labor during the first 30 days from the date of installation. After 30 days, our normal billing rates will apply for labor.

4.3 ComputersResolve warrants that Peripherals will be free from defects in materials for one year from the date of installation. This limited warranty includes parts only; our normal billing rates will apply to labor.

4.4 ComputersResolve warrants that, for all Special Order Products, as defined by ComputersResolve will be covered under the manufacturers warranty only, and our normal billing rates will apply to labor.

4.5 Warranty service will be provided by any means reasonable and practical under the circumstances as determined by ComputersResolve, including attempting to resolve warranty-covered problems by diagnostic technical phone support prior to or in lieu of dispatching a technician for service.

4.6 Except for any damage caused to a Product or Peripheral during the shipping of such Product or Peripheral to you or resulting from the installation of the Product or Peripheral by ComputersResolve, our limited warranty does not cover damage to Products or Peripheral due to external causes, such as accidents; abuse or misuse of the Product or Peripheral; spilled liquids on the Product or Peripheral or immersion of the Product or Peripheral in liquids; damage caused by disasters such as fire, flood, wind, earthquake or lightening; problems with electrical power; servicing or tampering of the Product or Peripheral that is not authorized by ComputersResolve or use of parts and components not supplied by ComputersResolve; damage resulting from moving the Product or Peripheral by anyone other than us; usage not in accordance with instructions for the Product or Peripheral; failure to perform required maintenance or the performance of improper maintenance; damage caused by modifications, changes, additions or attachments to the Product or Peripheral that are not approved in writing by ComputersResolve; damage caused by failure to provide a suitable environment for the Product or Peripheral; or damage caused by use of the Product or Peripheral for purposes other than those for which it was intended.

4.7 Our limited warranty for any Product or Peripheral is null and void if any part or component is added to the Product or Peripheral and not installed by ComputersResolve Our limited warranty does not cover Software. You acknowledge and agree that you are responsible for compliance with all applicable licenses or other agreements with respect to Software. You further agree that (i) any request by you for installation of Software by ComputersResolve shall constitute your representation and warranty that you have the right to use the Software in the manner in which it is then being used, and (ii) ComputersResolve and its affiliates shall have no liability whatsoever for breach of any license or other agreement between you and any third party, and you agree to indemnify and hold harmless ComputersResolve, its owners, officers, directors, employees, agents and affiliates from any and all liability, damages, costs and expenses (including legal fees) arising out of the breach of or noncompliance with any such third party agreement.

4.8 Our limited warranty does not apply if you reside outside ComputersResolve's current service area. If you reside outside our service area, our limited warranty reverts to depot warranty only and you must pay the cost of all shipping (including insurance) costs.

4.9 Normal billing rates will apply to labor for any Product serviced by ComputersResolve under warranty and subsequently found to be in working condition. Any allegedly defective Product returned to ComputersResolve that is in working condition is also subject to an additional 15% restocking fee.

4.10 ComputersResolve will accept for return any non-configured standard Product (a "stock balancing return") that the customer has ordered by mistake or for which ComputersResolve has made a quoting or shipping error, within 14 days from the delivery date provided (1) the Product is in unopened and undamaged original manufacturer packing free from writing and defects and (2) the Product is returned with all the original components, cables, software, manuals and manufacturer documentation. Any stock balancing return Product returned after 14 days or not found in an unopened and undamaged condition is subject to a 15% restocking fee. Any other canceled Order is subject to a 15% restocking fee if canceled within 14 days of the initial order. If canceled after 14 days of the initial order, the customer will be responsible for full payment of the invoice.

5. Disclaimer of Warranties. THE WARRANTIES SET FORTH ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURCHASE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

6. Force Majeure. ComputersResolve shall not be liable for, and customer shall have no right with respect to, any delay or failure in performance or nonperformance that is due to acts beyond ComputersResolve's reasonable control such as acts of God, acts of third parties, acts of governmental authorities, acts of war, accidents, breakdowns of equipment, strikes, riots, fires, floods, communication line failures or other interference with production, supply or transportation of products, raw materials or components.

7. Limitation of Remedies and Damages.

7.1 Customer agrees that ComputersResolve's liability and customer's sole and exclusive remedy pursuant to any claim of any kind, including, but not limited to, a claim in contract, tort, negligence or strict liability shall be (i) repair or replacement, at ComputersResolve's option, of defective Hardware or parts thereof, or (ii) a refund of the price allocable to the defective Hardware or part thereof if ComputersResolve is unable to effectively repair or replace such defect within a reasonable time. Customer shall not be entitled to a refund of any service charges paid to ComputersResolve Any replacement Hardware or parts shall be new or serviceable used Hardware or parts and are warranted for the remainder of the original warranty period. UNDER NO CIRCUMSTANCES SHALL ComputersResolve OR ANY OF ITS AFFILIATES HAVE ANY LIABILITY WHATSOEVER FOR ANY COMPENSATORY, PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUE, LOSS OF USE, LOST PRODUCTION, LOST DATA, OR COST OF REPLACEMENT HARDWARE OR SOFTWARE.

7.2 Customer acknowledges and agrees that the performance of certain repair services to customer's Hardware by ComputersResolve may void certain warranties provided by the manufacturer of such Hardware. CUSTOMER ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES SHALL ComputersResolve OR ANY OF ITS AFFILIATES HAVE ANY LIABILITY WHATSOEVER FOR ANY ACTUAL, COMPENSATORY, PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AS A RESULT OF THE VOIDING OF ANY SUCH WARRANTIES.

8. Non-Solicitation of Employees. During the term of this Agreement and for a period of 3 years after completion of the services under this Agreement or termination of this Agreement for any reason, customer agrees that it shall not, directly or indirectly, solicit, hire, engage or attempt to solicit, hire or engage any individual who is an employee of ComputersResolve at any time during such period. Because the actual damages that ComputersResolve would sustain in the event that customer breaches these non-solicitation provisions would be difficult to ascertain, the parties agree in good faith that the customer shall pay ComputersResolve as liquidated damages, a sum equal to $75,000. The parties acknowledge and agree that this is a good faith attempt to estimate the actual damages that will be sustained in the event of a breach and is not an attempt to impose any kind of penalty. The foregoing provision shall not limit the right of ComputersResolve to seek injunctive or other equitable relief or to seek monetary relief incurred by ComputersResolve in excess of the agreed upon liquidated damages.

9. Dispute Resolution. Any claim, dispute or controversy under this Agreement against ComputersResolve, its owners, officers, directors, employees, agents or affiliates shall be resolved exclusively and finally by arbitration before three arbitrators. The arbitration proceedings will be conducted in Columbus, Ohio under the commercial Arbitration Rules of the American Arbitration Association ("AAA") in effect at the time the demand for arbitration is made, except that the decision of the arbitrators shall include written findings of fact and conclusions of law. Within 20 days of the date of the initial request by a party for arbitration, one arbitrator shall be selected by ComputersResolve and one arbitrator shall be selected by the customer. The third arbitrator shall be selected by the joint agreement of the two arbitrators selected by the parties, within 10 days of the date of selection of the second of the two arbitrators. Any and all evidentiary issues shall be resolved under the Ohio Rules of Civil Procedure and the Ohio Rules of Evidence. The decision of the arbitrators including the determination of the amount of any award, shall be exclusive, final and binding on all parties, their respective heirs, executors, administrators, successors and assigns. Each party to the arbitration proceeding will bear his, her or its own expenses in the arbitration for attorneys' fees and for the party's witnesses and other expenses of presenting the party's case. Other arbitration costs, including arbitrators' fees, administrative fees, and fees for jointly required or obtained records or transcripts, will be borne equally by the parties to the arbitration proceeding. This arbitration provision shall not limit the right of ComputersResolve to seek injunctive or other equitable relief to enforce the non-solicitation provisions contained herein.

10. General. These Terms and Conditions of Sale and those set forth in any ComputersResolve work order, proposal or quotation and any written agreement signed by customer and ComputersResolve constitute the entire agreement between the customer and ComputersResolve, and no other verbal or written communications, representations or commitments shall apply unless made in writing and signed by both parties. ComputersResolve's acceptance of customer's purchase order is conditioned on customer's assent to the terms contained herein in lieu of those contained in customer's purchase order. ComputersResolve's failure to object to provisions contained in any purchase order, related documents or communication from customer shall not be deemed a waiver of the provisions of this acceptance. These Terms and Conditions of Sale shall be governed by and construed in accordance with the laws of the State of Ohio, including the application of any applicable statutes of limitations and equitable principles and the availability of any remedies. The terms contained herein are severable. If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, the legality, validity and enforceability of the remaining provisions shall not be affected or impaired.

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