• 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" compliance problem.

   

• 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 missing component.

   

• 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.

2. WARRANTIES

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.

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 law.

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.