Please read this document carefully! It contains very important information about your rights and obligations, as well as limitations and exclusions that may apply to you. This Agreement contains the terms and conditions that apply to your purchase from the PNY entity named on the invoice ("PNY") that will be provided to you ("Customer") on orders for computer electronics, related products and/or services and support sold in the United States. By accepting delivery of the computer electronics, other products and/or services and support described on that invoice, the Customer agrees to be bound by and accepts these terms and conditions. These terms and conditions apply unless the Customer has signed a separate purchase agreement with PNY, in which case the separate agreement shall govern; or unless other PNY standard terms apply to the transaction. These terms and conditions are subject to change without prior written notice at any time, in PNY's sole discretion. Additionally, any and all promotions, publications, and/or other public offers terms and conditions may be canceled, made void, or otherwise modified by PNY at any time without any written notice at any time, in PNY's sole discretion.
Other Documents
These terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for product(s) or services and support that are subject to additional or altered terms and conditions will be null and void.
Return Policies
PNY parts that are purchased directly from PNY by an end-user Customer may be returned by the Customer in accordance with PNY's “Return Policy” in effect on the date of the invoice. No product may be returned without prior authorization and issuance of an approved RMA number by PNY.
Payment Terms; Orders; Quotes; Interest
Terms of payment are within PNY's sole discretion, and unless otherwise agreed to by PNY in writing, payment must be received by PNY prior to PNY's acceptance of an order. Payment for the products and services and support will be made by credit card. Orders are not binding upon PNY until accepted by PNY. The Customer agrees to pay interest on all past-due sums at the highest rate allowed by law.
Shipping Charges; Taxes
Separate charges for shipping and handling will be shown on PNY's invoice(s). The Customer is responsible for sales and all other taxes associated with the order, however designated, except for PNY's franchise taxes and taxes on PNY's net income. If applicable, a separate charge for taxes will be shown on PNY's invoice.
Titles; Risk of Loss
Title to products passes from PNY to the Customer on shipment from PNY's facility. Loss or damage that occurs during shipping is the Customer's responsibility. Title to software will remain with the applicable licensor(s).
Headings
The section headings used herein are for the convenience of reference only and do not form a part of these terms and conditions and no construction or inference shall be derived therefrom. (REV 1/03)
Governing Law
This agreement and any sales thereunder shall be governed by the laws of the state of New Jersey, without regard to conflicts of the law's rules.
Exchanges
From time to time, PNY may, in its sole discretion, exchange products or portions of a product. Any exchanges will be made in accordance with PNY's exchange policies in effect on the date of the exchange.
Products
PNY may revise and discontinue products at any time. PNY will ship products that have the functionality and performance of the products ordered, but changes between what is shipped and what is described in a specification sheet or catalog are possible.
Limitation of Liability
PNY does not accept liability beyond the remedies set forth herein, including any liability for products not being available for use or for lost or corrupted data or software, or the provision of services and support PNY will not be liable for direct damages beyond the purchase price of the affected products, or 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 except as expressly provided herein. This limitation of liability applies both to products and services and supports Customer purchases under this agreement. The Customer agrees that for any liability related to the purchase of products or services bundled with the products, PNY is not liable or responsible for any amount of damages above the aggregate dollar amount paid by the Customer for the purchase of products under this agreement. The Customer agrees that for any liability related to the purchase of services not bundled with products under this agreement, PNY is not liable or responsible for any amount of damages above the aggregate dollar amount paid by the Customer for the purchase of services under this agreement. This limitation of liability shall continue to apply even if the exclusive remedy or repair or replacement fails of its essential purpose.
Warranties
The limited express warranties applicable to PNY-branded products are included in the documentation delivered along with the products. Any such express warranties will be effective, and PNY will be obligated to honor any such express warranties, only upon PNY's receipt of payment in full for the item to be warranted. PNY disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, infringement, and fitness for a particular purpose. PNY's responsibility for warranty claims is limited to repair and replacement as set forth in PNY's applicable warranty statement in effect on the date of the invoice, and this shall be your sole and exclusive remedy.
PNY reserves the right to modify its warranty at any time, in its sole discretion. All software is provided subject to the license agreement that is part of the package. The Customer agrees that it will be bound by the license agreement once the package is opened or its seal is broken. PNY does not warrant any software under this Agreement. Warranties, if any, for the software are contained in the license agreement that governs its purchase and use. Some states do not allow these disclaimers, and thwy may not apply to you.
Dispute Resolution
The parties will attempt to resolve any claim, or dispute or controversy (whether in contract, tort or otherwise) against PNY, its agents, employees, successors, assigns or affiliates (collectively for purposes of this paragraph, "PNY" ) arising out of or relating to this Agreement, PNY's advertising, or any related purchase (a "Dispute") through face to face negotiation with persons fully authorized to resolve the Dispute or through mediation rather than through litigation. If the parties are unable to resolve the Dispute through negotiation or mediation within a reasonable time after written notice from one party to the other, the Dispute will be settled by binding arbitration in accordance with the then current CPR Rules for Non-Administered Arbitration. The Arbitration will be conducted before a single arbitrator. The arbitration hearing shall take place in Parsippany, New Jersey, and will be governed by the United States Federal Arbitration Act to the exclusion of any inconsistent state laws. The arbitrators shall base their award on the terms of this Agreement. The arbitrators shall render their award in writing and will include the findings of fact and conclusion of law upon which their award is based. Judgment upon the arbitration award may be entered by any court of competent jurisdiction. The existence or results of any negotiation, mediation, or arbitration will be treated as confidential. Notwithstanding the foregoing, either party will have the right to obtain from a court of competent jurisdiction a temporary restraining order, preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, although the merits of the underlying Dispute will be resolved in accordance with this paragraph.
Service and Support
PNY will provide support, to the Customer in the United States, in accordance with the then-current service and support policies and conditions in effect. For end-user Customers, PNY promises that its support people will attempt to handle over the telephone any problem involving PNY Products. However, PNY's support people may not be able to understand or resolve any given problem. Service offerings may vary from product to product. The support programs and their terms and conditions in place at the time of purchase will apply to the Customer's purchase. PNY has no obligation to provide support until PNY has received full payment for the Product or services and support that the Customer purchased.
Applicable Law; Not For Resale
The Customer agrees to comply with all applicable laws and regulations of the various states and of the United States. The Customer agrees and represents that it is buying for its own internal use only, and not for resale.