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By accepting delivery of any product
delivered from Top Micro, you ("Customer") agree to be bound by the terms
and conditions listed below. You and Top Micro agree that the following
terms and conditions are the exclusive terms governing the sales transaction
between Customer and Top Micro. Any attempt to alter, supplement, modify or
amend these terms and conditions by the Customer will be considered a
material alteration of this agreement and, therefore, are null and void. In
addition, these terms and conditions are subject to change at any time,
without prior written notice. Therefore, please check these terms and
conditions carefully each time you place an order with or accept delivery of
any goods from Top Micro. 1. TOP MICRO REFUND GUARANTEE - Top Micro offers our customers a
10-days only satisfaction replacement or refund guarantee on all
- Due to manufacturer's policies, Top Micro can not accept refunds or
returns on All Software, Game Titles, Notebooks, Blank Media Cartridges,
Printer Cartridges, Minolta, QMS, Cisco, IBM, Sony, Intel, Tektronix, NEC
and Hewlett Packard products. Defective merchandise can be returned to the
manufacturer directly. There is likewise no replacement or refund
guarantee covering any product that is affected by any "Year 2000"
- Due to manufacturer's policies, Top Micro can not accept refunds on
Rackmount Chassis' and Supermicro products. Defective Rackmount Chassis'
and Supermicro products are however eligible for replacements during the
applicable warranty period.
However, to take advantage of Top Micro's return guarantee policy,
Customer agrees to comply with Top Micro's Product Return Procedure a set
forth below. Any breach of Top Micro's Return Policy Procedure will result
in the loss of Top Micro's replacement/return guarantee. Furthermore, all
return shipments not in compliance with these instructions will be rejected.
Product Return Procedure:
- To return a product based upon Top Micros replacement/return
guarantee, you must call or e-mail our Returns Department and obtain a
Return Merchandise Authorization ("RMA") number within the guarantee
return period for the product (described above). Top Micro will not
accept returns without prior authorization and an RMA number. Once issued,
RMA numbers are valid for 15 days within which return products must be
received by Top Micro. RMA numbers will not be extended or reissued.
Customer should prominently display the RMA number(s) on the shipping
label of boxes containing the returned product.
- Customer is solely responsible for shipping any returned product to
Top Micro. Customer agrees to use only reputable carries capable of
providing proof of delivery and insurance for the entire value of the
shipment. Customer agrees to bear all shipping charges and all risk of
loss for the return product during shipment. Customer agrees that all
returned products will be 100% complete, in re-saleable condition, and
will include the original packaging material, manuals, blank warranty
cards, and other accessories provided by the manufacturer. If any
component of the returned product is missing, Top Micro's Return Procedure
will be breached and Top Micro will reject the entire return or may choose
to impose additional charges against the customer for replacement of the
- Top Micro will not refund to Customer the original shipping charges.
In addition, Top Micro will assess a 20% restocking fee against the
Customer's account on all returns for refund.
Top Micro is a distributor only. Products sold by Top Micro are not
manufactured by Top Micro. The products may, however, be covered by each
manufacturer's warranty, service, and support policy (if any). Top Micro
assigns and passes through to the Customer any warranty of the manufacturer,
and Customer acknowledges that it shall have recourse only under such
warranties and only as against the manufacturer of the products. TOP
MICRO MAKES NO REPRESENTATION OR EXPRESS WARRANTY WITH RESPECT TO THE
PRODUCT EXCEPT THOSE STATED IN THIS DOCUMENT. TOP MICRO DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY SUCH PRODUCT, INCLUDING AND
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE,
TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.
1 year warranty on all name brand memory modules
Claims on wrong or short shipment must be made within 3 days.
- 30 Day warranty on all OEM CPU's
3. YEAR 2000 POLICY
Customer's only recourse for any "Year 2000" issue is as against the
applicable manufacturer under its manufacturer warranty. Please contact the
manufacturer to determine warranty coverage for "Year 2000" compliance
problems. TOP MICRO DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, WITH RESPECT TO "YEAR 2000" COMPLIANCE OF ANY PRODUCT, INCLUDING
AND WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. THE RETURN POLICY OUTLINED ABOVE DOES NOT
APPLY TO "YEAR 2000" COMPLIANCE PROBLEMS.
4. LIMITATION OF LIABILITY
IN ALL CIRCUMSTANCES TOP MICRO'S MAXIMUM LIABILITY IS LIMITED TO THE
PURCHASE PRICE OF THE PRODUCTS SOLD. TOP MICRO SHALL NOT, UNDER ANY
CIRCUMSTANCES, BE LIABLE UPON A CLAIM OR ACTION IN CONTRACT, TORT, INDEMNITY
OR CONTRIBUTION, OR OTHER CLAIMS RELATING TO THE PRODUCTS IT SELLS WHICH
EXCEEDS THIS LIABILITY LIMIT. TOP MICRO SHALL NOT BE LIABLE FOR THIRD PARTY
CLAIMS FOR DAMAGES AGAINST THE CUSTOMER, OR FOR MALFUNCTION, DELAYS,
INTERRUPTION OF SERVICE, LOSS OF BUSINESS, LOSS OR DAMAGE TO EXEMPLARY
DAMAGES, WHETHER OR NOT TOP MICRO IS APPRISED OF THE POSSIBILITY OF SUCH
CLAIMS OR DAMAGES. 5. GENERAL TERMS AND CONDITIONS
Payment Terms; Orders: An order is not binding upon Top Micro
until it is accepted; Top Micro must receive payment before it will accept
an order. Payment for product(s) ordered is due prior to shipment. Customer
can make payment by credit card, wire transfer, or some other method
prearranged with Top Micro. You agree to pay the amount(s) due as specified
on the invoice, and you agree to pay interest on all past-due sums at a rate
of 1.5% per month or the highest rate allowed by law, whichever is greater.
Shipping Charges: Your total cost for purchase of any product will
include shipping and handling charges shown on the Top Micro invoice.
Price Protection: Our website is updated frequently to ensure that
you'll view the latest products and pricing available, and that you receive
all of the latest savings. At the time you make a purchase you agree to the
listed price. We are unable to make a price adjustment after an order has
shipped. However, if you notify Top Micro prior to the shipment of your
order, we would be happy to make the price adjustment for you.
Title; Risk of Loss: Top Micro will arrange for shipment of
ordered product(s) to the Customer, Free On Board (F.O.B.) shipping point,
meaning title to the product(s) -- excepting software-- and risk of loss
passes to the Customer upon delivery to the carrier. Top Micro reserves a
purchase money security interest in the product(s) until its receipt of the
full amount due. Customer agrees to allow Top Micro to sign appropriate
documents on Customer's behalf to permit Top Micro to protect its purchase
money security interest. Title to software will remain with the licensor(s).
All software is provided subject to the license agreement of the software
maker. Customer agrees to be bound by any software license agreement once
the seal on the package is broken. Top Micro will advise Customer of
estimated shipping dates, but Top Micro will, under no circumstances, be
responsible for delays in delivery, and associated damages, due to events
beyond its reasonable control, including without limitation, acts of God or
public enemy, acts of federal, state or local government, fire, floods,
civil disobedience, strikes, lockouts, and freight embargoes.
Governing Law and Jurisdiction:
Any dispute arising out of or related to these Terms and Conditions or the
sales transaction between Top Micro and Customer shall be governed by the
laws of the State of California, without regard to its conflicts of law
rules. Specifically, the validity, interpretation, and performance of this
agreement shall not be governed by the United Nations Convention on the
International Sale of Goods. Top Micro and Customer consent to the exclusive
jurisdiction and the venue of the State Courts of the State of California,
Los Angeles County, to resolve any dispute between them related hereto, and
the parities waive all rights to contest this exclusive jurisdiction and
venue of such Courts. Finally, the Customer also agree not to bring any
legal action, based upon any legal theory including contract, tort, equity
or otherwise, against Top Micro that is more than one year after the date of
the applicable invoice.
Severability: If any provision contained in this agreement is or
becomes invalid, illegal, or unenforceable in whole or in part, such
invalidity, illegality, or unenforceability shall not affect the remaining
provisions and portions of this agreement, and the invalid, illegal, or
unenforceable provision shall be deemed modified so as to have the most
similar result that is valid and enforceable under applicable California
Waiver: The failure of either party to require performance by the
other party of any provision of this agreement shall not affect in any way
the first party's right to require such performance at any time thereafter.
Any waiver by either party of a breach of any provision in this agreement
shall not be taken or held by the other party to be a continuing waiver of
that provision unless such waiver is made in writing.
Entire Agreement: These terms and conditions, together with the
Top Micro's invoice respecting the products ordered by Customer, are the
complete and exclusive agreement between Top Micro and Customer, and they
supersede all prior or contemporaneous proposals, oral or written,
understandings, representations, conditions, warranties, and all other
communications between Top Micro and Customer relating to the subject
products. This agreement may not be explained or supplemented by any prior
course of dealings or trade by custom or usage.
TOP MICRO DISTRIBUTION INC.