Terms & conditions of sale.

The Customer agrees to pay the total purchase price specified on the Equus invoice which will reflect the Products and pricing agreed upon in the order placed with Equus. In addition, the Customer agrees to pay any sales or other taxes levied on or measured by such purchase price, or arising from the use of the Products and any parts or maintenance supplied, including, without limitation, any additional sales, use, gross receipts, privilege, excise, VAT, tariffs, import, and localized taxes, except taxes imposed on Equus’ net income.

All payments must be in U.S. Dollars, and made by check, money order, credit card, electronic funds transfer, the payment method presented at checkout, or such other means as Equus may expressly permit. Do not send cash. Any payment made using a check or draft may not be processed or applied to Customer’s account if it is: postdated; incomplete (such as when a signature is missing); the numeric amount is different than the written amount; or it is not made payable in accordance with the instructions on Customer’s billing statement. For net terms Business Customers, funds are due in bank by the stated due date. Credit card payments may be subject to additional fees to the extent permitted by applicable law. Customer will be charged the maximum allowed by law for each NSF or canceled check. Interest charges of 18% per annum (0.05% per day) or the maximum permitted by law will be charged for past due Business Customer account balances. Business Customer agrees to pay Equus all costs related to the collection of any sum past due, including, without limitation, internal collection efforts, external collection fees, legal fees, court costs, and expenses incurred.

Equus may ship Products in multiple shipments. Delivery dates are estimates only unless Equus expressly agrees otherwise in writing. Equus is not responsible for delays caused by carriers, weather, labor disruptions, supply shortages, or other events outside its reasonable control.

Customer shall inspect the Products upon delivery and notify the carrier of any visible shipping damage at the time of delivery. Customer shall notify Equus of any damage, defects or discrepancies to the Products within 3 business days of receipt of the Products. Any damage, defects or discrepancies reported beyond 3 business days will be subject to Equus’ standard Product warranty terms.

Product warranty and service terms are available at https://www.equuscs.com/warranty-options-coverages.

EQUUS HEREBY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

UNDER NO CIRCUMSTANCES, AND REGARDLESS OF THE NATURE OF THE CLAIM, SHALL EQUUS BE LIABLE TO CUSTOMER FOR LOSS OF PROFITS, SALES OR BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION, DOWNTIME, WORK STOPPAGE OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER, BUSINESS INTERRUPTION, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT OR THE USE OF, OR INABILITY TO USE, THE PRODUCTS, EVEN IF EQUUS HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSSES. THE MAXIMUM, CUMULATIVE LIABILITY OF EQUUS ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE PRODUCTS PROVIDED HEREUNDER WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE AMOUNT PAID TO EQUUS FOR THE PRODUCT GIVING RISE TO THE CLAIM, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

The limitations in this Section apply to Consumers only to the extent permitted by applicable law.

For Business Customers, title and risk of loss or damage to the Products shall pass to Customer at Equus’ shipping dock. For Consumers, title and risk of loss or damage pass upon delivery to the shipping address provided with the order, except to the extent applicable law provides otherwise. For a Business Customer purchasing on credit or otherwise owing amounts to Equus, Business Customer hereby grants to Equus, as security for the payment of the purchase price and other amounts payable under this Agreement, a lien on and security interest in and to all of the right, title, and interest of Business Customer in, to, and under the Products, howsoever characterized, including as equipment or inventory, wherever located and whether now existing or hereafter arising or acquired from time to time, and all accessions thereto and replacements or modifications thereof. Business Customer authorizes Equus to file financing statements and other records and agrees to execute reasonable documents needed to establish or perfect that security interest. This security-interest provision does not apply to a Consumer purchase of goods for personal, family, or household use.

Return of Products for credit is not guaranteed. All requests for return of Products must be made to Equus’ Technical Support Department within 30 days of the original invoice date. If the return is approved, Equus will issue an RMA number to Customer. Products must be received by Equus within 10 days of RMA issuance. Equus reserves the right to refuse returned Products that have been used or that are not packed in the original packaging/box with complete parts, manuals, and accessories included, or that are not received in resaleable condition (at the discretion of Equus) upon receipt by Equus. Any credit issued will be for the purchase price paid for the returned Products on the invoice less shipping and handling, and may be subject to a minimum restocking fee of 20% of the total invoice price plus applicable sales tax. Any Products returned to Equus without an RMA will be considered an unauthorized return and Customer will not receive credit for the Products, and Equus will not ship such Products back to Customer. Customer is solely responsible for backing up the data on the hard drive(s) and any other storage device(s) in the returned Products and removing any confidential, proprietary or personal information (collectively “Information”) as well as its removable media from the returned Products. Equus is not responsible for any such Information, data or removable media.

Cancellation of any order will be subject to a restocking fee of no less than 20% of the total order amount, plus any cost of Equus’ labor, testing, handling, or shipping.

Equus may designate certain Products as non-cancelable and non-returnable (“NCNR”) and the sale of such Products shall be subject to differing or additional terms and conditions as set forth in a separate NCNR Agreement between the parties, or, if agreed by Equus, as set forth in Customer’s Purchase Order as directed and specified by Equus (the “NCNR Terms”). The NCNR Terms shall supersede any inconsistent terms and conditions contained herein.

With the exception of Customer payment obligations, 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 agency.

This Agreement is made in and shall be governed by the laws of the State of Minnesota, without regard to the choice of law principles of any jurisdiction, except to the extent applicable law requires otherwise. Exclusive jurisdiction and venue shall be in the federal and state courts situated in Hennepin County, Minnesota, and Customer waives any objection to the adjudication of disputes in that forum, to the maximum extent permitted by applicable law.

Customer represents that it is in compliance with all laws and regulations administered by OFAC and/or any other governmental entity imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”) against designated countries (“Embargoed Countries”), regimes, entities, and persons (collectively, “Embargoed Targets”). Customer represents that it is not an Embargoed Target or otherwise subject to any Economic Sanctions Laws. Customer covenants that it will comply with all Economic Sanctions Laws. Without limiting the generality of the foregoing, Customer will not (a) directly or indirectly export, re-export, transship, transfer, or otherwise deliver the Products or any portion thereof to an Embargoed Target or (b) broker, finance, or otherwise facilitate any transaction in violation of any Economic Sanctions Law.

Notwithstanding anything in this Agreement, no provision is intended to waive, disclaim, limit, or exclude any right, remedy, warranty, protection, or liability to the extent prohibited by applicable law. Any provision that cannot be enforced as written will be enforced to the maximum extent permitted by applicable law, and the remaining provisions will remain in full force and effect. Customer shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Equus. Any purported assignment, transfer, delegation, or subcontract in violation of this Section shall be null and void. Waiver by Equus of any provision hereof in one instance shall not constitute a waiver as to any other instance. This Agreement is intended for the sole and exclusive benefit of the parties and is not intended to benefit any third party. The parties are independent contractors, and no agency, partnership, fiduciary, or joint venture relationship is created by this Agreement. Equus reserves the right to change the terms of this Agreement on a going-forward basis at any time. The version of this Agreement in effect when Equus accepts the applicable order governs that order and any dispute relating to it. This Agreement supersedes any prior or contemporaneous agreements or representations, written or oral, concerning its subject matter. Customer consents to receiving order confirmations, invoices, shipping notices, warranty communications, and other transaction communications electronically. These electronic communications satisfy any legal requirement that the communication be in writing, except where applicable law requires a different form.

Servers Direct’s Privacy Policy is available at serversdirect.com/privacy-policy.