All customer (referred to as “Buyer”) purchase orders are subject to these terms and conditions and all additional terms and conditions presented on or accompanying a Servers Direct, LLC (“Servers Direct”) quotation or Servers Direct order acknowledgment. Servers Direct specifically rejects, and Buyer disclaims, all printed provisions in Buyer's printed purchase orders including associated forms and/or documents. These terms and conditions, together with the Servers Direct order acknowledgment shall constitute the entire agreement between Servers Direct and Buyer with respect to any Buyer purchase order and the materials and/or services provided hereunder. These terms and conditions supercede any prior or contemporaneous agreements or representations, written or oral. Any amendment of these terms and conditions must be in writing and signed by Servers Direct to be binding on Servers Direct.
1. INVOICE - The Buyer hereby orders from Servers Direct the product(s) listed on the invoice document. Servers Direct's systems are built from the highest quality new materials, however, due to standard industry practice, may occasionally contain serviceable used parts.
2. PURCHASE PRICE - The Buyer agrees to pay the total purchase price as specified on the front of the invoice document. In addition, the Buyer agrees to pay any sales or other taxes levied on or measured by such purchase price, or arising from the use of the product(s) and any parts or maintenance supplied, including without any limitation, any additional sales, use, gross receipts, privilege, excise, and personal property taxes unless specified in writing on this document.
3. DELIVERY - Delivery shall take place at Servers Direct unless otherwise specified in writing on this document.
4. INSPECTION - The Buyer shall inspect the product(s) at delivery and shall notify Servers Direct of any defects or discrepancies within one day of receipt of product(s).
5. LIMITED WARRANTY - All parts orders are covered under their respective manufacturers' warranties with Servers Direct as executor, where possible. Servers Direct provides, from the date of invoice, a one-year limited warranty (unless initial purchase option extends this warranty) on systems built at its facility which covers the quality of its product(s) in materials and workmanship. Please see the applicable Servers Direct warranty(ies) document which is incorporated herein by reference. During this period, Servers Direct will repair or replace, at its sole discretion, using new or serviceable used and/or reconditioned parts, all merchandise which proves to be defective. Exceptions to the general warranty are listed below.
- Some restrictions apply to large hard drives and other items which require the purchase of additional warranty coverage.
- Monitors and special order items are covered by manufacturers' warranties only. Any manufacturers' warranties which exceed one year will be handled directly by the manufacturer.
- Physical damage voids all warranties.
Servers Direct will not warrant any product which has been subjected to improper freight handling/shipping, abuse, neglect, or unauthorized repair or installation. If Servers Direct determines, in its sole discretion that the returned item(s) was/were abused, neglected or otherwise damaged by the Buyer and/or end user, Servers Direct reserves the right to be reimbursed for all of its costs incurred in repairing or replacing such item(s). The applicable Servers Direct warranty also will not cover components not installed by Servers Direct, or product(s) with broken warranty seals or assembly traces.
SERVERS DIRECT HEREBY SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE FOR ALL SALES OF GOODS, AND ALL WARRANTIES OTHER THAN THOSE WARRANTIES PROVIDED BY SERVERS DIRECT IN WRITTEN FORM. SERVERS DIRECT IS NOT LIABLE AND SPECIFICALLY DISCLAIMS ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF BUSINESS OR DOWNTIME. SERVERS DIRECT'S LIABILITY IS LIMITED TO THE COST OR REPAIR OF THE PRODUCT, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
6. TITLE AND RISK OF LOSS - Title and risk of loss or damage to the product(s) shall pass to the Buyer on the date of shipping the product(s) to the Buyer.
7. ALTERATIONS, MODIFICATIONS, ATTACHMENTS - Any alterations, additions, or attachments on the product(s) not authorized in writing by Servers Direct shall solely be at the Buyer's own expense and risk. If operation of the product(s) is affected in any way by alterations, improvements, modifications or installation, the warranty shall be deemed waived by the Buyer, and Servers Direct shall have no further obligations to the Buyer.
8. MERCHANDISE RETURN PROCEDURE - If a product fails during the applicable Servers Direct warranty period, the following procedures must be followed or Servers Direct shall have no further obligations to the Buyer:
Call Servers Direct Technical Support to obtain a Return Merchandise Authorization (RMA) number. RMA numbers will be issued by telephone, fax or e-mail. RMA numbers will be void if merchandise is not received by Servers Direct within 15 days from the date the RMA number is issued. Any merchandise returned to Servers Direct without an RMA number will be refused. The following information must be provided when requesting an RMA number:
- Invoice date and invoice number.
- Servers Direct item number and product serial number.
- Detailed reason for return.
Servers Direct reserves the right to return any product unrepaired and without notification should the Buyer ship a product to Servers Direct without original parts installed or sold by the manufacturer.
Requirements for RMA processing:
- Ship defective product(s) to Servers Direct with freight prepaid.
- A copy of original picking ticket or invoice showing the item and its serial number circled.
- A copy of the Quality Control Checklist for systems.
- A detailed note describing all problems.
- The RMA number clearly marked on mailing label, not on shipping box.
- All returned products must be packed in the original packaging and be complete or the warranty may be void.
Non-compliance with the above requirements may void Servers Direct's warranty as it applies to the items returned to Servers Direct OR delay RMA processing and will therefore be subjected to the service charges detailed in paragraph 12 below.
9. RETURN FOR CREDIT - All sales returns must be processed through Servers Direct Technical Support or RMA Departments. An RMA number will be issued for all credit returns. To receive credit, product(s) must be returned within 30 days from the invoice date. A minimum restocking fee of 15% of the total invoice price will be charged for all merchandise returned. The return of special order items will be handled in accordance with the manufacturers' warranties and return policies. Returned merchandise for credit OR otherwise in accordance with Servers Direct's RMA policies, will not be accepted unless product(s) is unused and packed in the original container with complete parts, manuals, and accessories, and must be received in reasonable condition after shipping. Defective items returned to Servers Direct after 30 days from the invoice date, but within Servers Direct's applicable warranty period, will be processed in accordance with Servers Direct's general RMA procedures herein described.
10. DAMAGED ON ARRIVAL (DOA) - For all DOA products, the Buyer is required to call for an RMA number within seven days of the receipt date.
11. LEAD TIME OF SERVICE - All replacements are subject to stock availability and are generally processed within 72 hours of receipt. All shipments returned to the Buyer will be by UPS Ground. The Buyer is responsible for the difference in freight charges if the shipping instructions require express delivery.
12. SERVICE CHARGES - Non-Servers Direct warranty service will be subject to a minimum of one hour at Servers Direct's current hourly labor rate. Servers Direct reserves the right to refuse servicing any non-warranty work or non-Servers Direct products.
- Product(s) returned without defects.
- $20.00 per item or $75.00 per system plus $15.00 handling fee and freight plus COD charges.
- Product(s) outside of Servers Direct's warranty.
- $15.00 per item plus freight and COD charges.
- Refused shipment.
- $15.00 handling fee plus freight and COD charges.
13. WARRANTY POLICY - Warranty policy is not extended beyond the Buyer listed on this agreement. If the merchandise purchased from Servers Direct is resold by Buyer to a reseller or end user, this warranty does not apply to such reseller, end user or other subsequent purchaser.
14. CROSS-SHIPMENT - Cross-shipment of warranty replacement product(s) is limited to the first 30 days from the invoice date and is subject to prior credit arrangements with Servers Direct.
15. CANCELLATION - Cancellation of all orders will be subject to a restocking fee of 15% of the total order amount, plus any cost of Servers Direct's labor and any costs incurred by Servers Direct for special order items returned to the manufacturer.
16. NOT SUFFICIENT FUNDS - The Buyer will be charged $30.00 for each NSF or canceled check.
17. INTEREST CHANGES - Interest charges of 18% per annum (0.05% per day) or the maximum as permitted by law will be charged for past due account balances.
18. SECURITY INTEREST - Servers Direct retains a security interest on the merchandise stated above. The rights and obligations of the parties hereto shall be construed and enforced in the state of Minnesota and in accordance with the laws of the state of Minnesota.
19. COLLECTION COST - The Buyer agrees to pay to Servers Direct all costs related to the collection of any sum due, including overhead allocated to employee effort and collection fees, legal fees, court costs, expenses incurred, and reasonable attorney's fees.
20. MISCELLANEOUS - This document constitutes the entire agreement between the Buyer and Servers Direct. It is intended as a complete and exclusive statement of the terms used in this agreement and no course of prior dealing between the parties and usage of trade shall be relevant to supplement or explain any item used in this agreement. No agent, employee or representative of Servers Direct has any authority to bind Servers Direct to any affirmation, presentation, or warranty concerning the product(s) sold under this agreement, unless the same is included within this written agreement. This agreement may be modified or rescinded only by a written instrument signed by the parties hereto or by their duly authorized agents. Waiver by Servers Direct of any provision hereof in one instance shall not constitute a waiver as to any other instance.
21. FORCE MAJEURE - Neither party shall have any liability for its failure to perform under this agreement to the extent such failure arises from causes beyond its reasonable control, including, without limitation, acts of God, failures or delays in transportation, or acts of any governmental authority or such agency. Terms and conditions may be changed at any time by Servers Direct, in its sole discretion, for future sales.
©2012 Servers Direct, LLC All Rights Reserved. (v.053112)