Entire Agreement:

These terms and conditions, all typed or written terms pursuant to the corresponding DATA CENTER WAREHOUSE (“Data Center Warehouse”) confirmation of Purchaser’s Purchase Order, and any appendices thereto and specifications referred to therein, constitute the terms and conditions of agreement (“Terms and Conditions”) between Data Center Warehouse and Purchaser. The Purchase Order is expressly subject to Purchaser’s assent to each and every term and condition herein. No additions hereto, or modifications hereof, shall be binding upon Data Center Warehouse without the express, prior, written consent of Data Center Warehouse, given by a duly authorized officer of Data Center Warehouse. Reference to Purchaser’s bids or proposals in this document shall not affect the terms and conditions of this agreement. Typed or written terms shall prevail over provisions of these general terms and conditions. Receipt by the Purchaser of confirmation of the Purchaser’s Purchase Order shall serve as acceptance of Data Center Warehouse of the Purchase Order.

Governing Law:

The validity, interpretation and performance of these Terms and Conditions shall be construed and governed by the substantive laws of the State of California. Any disputes arising under, or in connection with, these Terms and Conditions and the parties themselves shall be subject to the exclusive jurisdiction of the courts of the State of California.

Cancellation of Order:

Data Center Warehouse reserves the right to cancel the Purchase Order, or any part thereof, by giving written notice to Purchaser. In the event of such cancellation, Purchaser shall pay for all Goods or Services previously delivered and accepted by Purchaser. If Purchaser ceases to conduct its operations in the normal course of business, fails to meet its obligations as they come due, or if any proceedings are commenced under any bankruptcy or insolvency laws with respect to Purchaser, or a receiver is appointed for the assets of the Purchaser or Purchaser makes an assignment for the benefit of its creditors, Data Center Warehouse may cancel these Terms and Conditions without further liability or cost to Data Center Warehouse and shall be entitled to the return of all deposits. Such cancellation shall be without prejudice to any other rights of Data Center Warehouse.

Returns: 

Unless a separate written agreement with DCW is in the place, the return of hardware and software purchased from DCW (collectively, “Product”) is subject to specific manufacturer, publisher or distributor restrictions. Such suppliers may provide limited or no returns of Products. If the supplier accepts returns, customer may return product and DCW will assist in its replacement, grant a refund or credit against future purchases in an amount equal to the original purchase price and freight paid for the Product less any applicable restocking fees within 30 days or at DCW’s sole discretion. Customer is responsible for shipping charges and risk of loss on all return shipments. Returns are also subject to the rights of return processes below. If you fail to return Product within the applicable Return Policy period or if the Product does not meet the rights of return and processes under this Return Policy, the Product is considered accepted by customer and not returnable.

Defective Product Returns. Customer may return most defective Products directly to Seller within thirty (30) days of invoice date and receive a credit, replacement, exchange, or repair. After thirty (30) days, only the manufacturer warranty applies.

Non-Defective Product Returns. Customer may return most non-defective Products directly to Seller within thirty (30) days of invoice date and receive, at Customer’s option, credit or exchange, except that an automatic Seller restocking charge may reduce the value of any such credit or exchange by a minimum of fifteen percent (15%).

Restricted, Repair-Only Returns. Certain Products can only be returned for repair—not for exchange, replacement or credit—based on current manufacturer requirements. Such Products should be returned to Seller, shipped directly to the manufacturer, or taken to an authorized service center in Customer’s vicinity.

Restricted, Manufacturer-Only Assistance. Certain Products cannot be returned to Seller for any reason—without exception—and Customer must contact the manufacturer directly for any needed assistance. Examples include Cisco and Apple. More information may be provided by the dedicated Seller Account Executive.

Special Orders. Products that are specially ordered may be non-returnable or may have unique return restrictions provided at the time of sale. More information may be provided by the dedicated Seller Account Executive.

Return Merchandise Authorization (RMA) Number. No returns of any type will be accepted by Seller unless accompanied by a unique RMA number, which Customer may obtain by providing the following information to the dedicated Seller Account Executive: customer name, applicable invoice number, product serial number, and details of Customer’s issue with the product. Customer has five (5) days to return a Product after the applicable RMA is issued. DCW reserves the right to refuse any UNAUTHORIZED returns: those that occur after the five (5) day period or those involving Products that are unaccompanied by valid RMA’s.

Returned Products Must Be Complete. All Products MUST BE returned one hundred percent (100%) complete, including all original boxes, packing materials, manuals, blank warranty cards, and other accessories provided by the manufacturer. DCW reserves the right to refuse the return of incomplete Products. In addition, DCW may charge a minimum fifteen percent (15%) restocking fee for returns that are accepted.
Responsibility for Shipping Costs. Customer is responsible for the cost of shipping returned items; Seller is responsible for the cost of shipping replacements or exchanges of returned items and will match Customer’s shipping method.

Refusal/Receipt of Damaged Products. If a package containing items purchased from Seller arrives at Customer’s address DAMAGED, Customer should REFUSE to accept delivery from the carrier. If Customer does accept delivery of such a package, Customer must: (i) note the damage on the carrier’s delivery record so that Seller may file a claim; (ii) save, as is, the merchandise AND the original box and packaging it arrived in; and (iii) promptly notify Seller by contacting the Seller account manager to arrange for carrier’s inspection and pickup of the damaged merchandise. If Customer does not so note the damage and save the received merchandise and does not so notify Seller within fifteen (15) days of delivery acceptance, Customer will be deemed to have accepted the merchandise as if it had arrived undamaged, and Seller’s regular return policy, as described in sections 1 and 2 above, and all current manufacturer warranties and restrictions will apply.
Any credit issued by Seller to Customer under this return policy must be used within one (1) year from the date that the credit was issued and may only be used for future purchases of Product and/or Services. Any credit or portion thereof not used within the one (1) year period will automatically expire.

Confidential Information:
Purchaser and Data Center Warehouse shall take appropriate measures to keep confidential all information communicated to each by the other in connection with this transaction.

Indemnification:
Purchaser shall hold harmless and indemnify Data Center Warehouse from any loss or liability for the injury or death to third parties or third party property damage, which arises out of and is directly caused by the negligent acts or omissions of Purchaser, its officers, agents or employees or which arises out of or is attributable in whole or in part to the use of the goods. Data Center Warehouse shall hold harmless and indemnify Purchaser from any loss or liability for injury or death to third parties or third party property damage, which arises out of and is directly caused by the negligent acts or omissions of Data Center Warehouse, its officers, agents or employees. Purchaser shall maintain at its own expense during the term of its Agreement and for one (1) year thereafter, with an insurer or insurers (rated at least A-/XII by the most current A. M. Best Publication), commercial general liability insurance including products/ completed operations, blanket contractual liability, and personal injury and advertising commercial general liability coverage in amounts no less than One Million Dollars ($1,000,000) combined single limit for each single occurrence for bodily injury and personal property damage, and within thirty (30) days from the date hereof to submit to Data Center Warehouse a certificate evidencing such insurance, that Data Center Warehouse had been named as additional insured party on said insurance and that said insurance shall be primary coverage before any other similar insurance available to Data Center Warehouse.

Force Majeure:
An event of force majeure shall mean any act of God or nature or government, including government decrees or legislation, flood, fire or hurricane, or war, rebellion, riot, insurrection or declared state of emergency, which prevents a party hereto from performing that party’s obligations hereunder. On the occurrence of an event of force majeure, the obligations of the parties hereto shall be suspended for the duration of the event of force majeure and the time for performance hereunder shall be modified accordingly. If such event of force majeure shall continue for six months, either party hereto may cause the Purchase Order to be canceled.

Waiver:
No waiver or delay by Data Center Warehouse in the enforcement of the terms of these Terms and Conditions shall be binding upon Data Center Warehouse unless in writing signed by Data Center Warehouse and shall not prevent Data Center Warehouse from later enforcing any of the rights so waived or delayed.