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Order Terms and Conditions
PLEASE READ THESE TERMS OF SALE ("USER AGREEMENT") VERY CAREFULLY.

BY VISITING, BROWSING, SHOPPING, ACCESSING OR OTHERWISE USING THIS WEB SITE (THE "SITE") OPERATED BY COMPUCOM SYSTEMS, INC. ("COMPUCOM"), YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

Access and use of CompuCom’s webportal and all purchases made hereunder are subject to the Webportal Terms and Conditions and the following attachments collectively (the “Agreement”).

• Terms of Sale – terms covering (a) your purchase of (i) computer hardware products manufactured by third parties, (ii) computer software products supplied by third parties, and (iii) third party computer hardware/software services (collectively, the “Products”), and (b) your purchase of certain CompuCom information technology services (“Services”) from this webportal. The term “Ordered Items” shall mean both Product and Services.
• Terms of Use – terms covering your access and use of this webportal.
• General Return Policy – policy governing all Product returns.
• Privacy Policy – terms covering CompuCom’s commitment to protect your information.

If you are purchasing Ordered Items in the U.S. you are purchasing from CompuCom Systems, Inc. If you are purchasing Ordered Items from Canada, references to “CompuCom” in the Agreement means the applicable CompuCom selling company. If you are an individual that is purchasing Ordered Items on behalf of your company, reference to “you” or “your” shall refer to the company that is placing the order and you acknowledge that you are authorized to accept these terms and conditions on behalf of your company. If your company and CompuCom have agreed that your company’s employees can purchase Ordered Items for their personal use, and you are placing an order for your personal use, then references to "you" or "your" shall refer to you as an individual.

This Agreement, constitutes the entire agreement between you and CompuCom with respect to the subject matter thereof, and supersedes all prior, oral, and written proposals and communications, provided however if you and CompuCom currently have an active product agreement in place for the purchase of Products, and/or an active services agreement in place for the purchase of Services, then the Terms of Sale and General Return Policy are not applicable to you.

1. Terms of Sale

These Terms of Sale are part of and are incorporated into the Agreement between you and CompuCom. Please read these Terms of Sale carefully as these terms cover your purchase of Ordered Items from this webportal and contains very important information about your rights and obligations, as well as limitations and exclusions that may apply to you. THESE TERMS OF SALE CONTAIN A BINDING ARBITRATION CLAUSE. These terms and conditions are subject to change without prior notice at any time, in CompuCom's sole discretion.

2. Definitions

2.1 “Agreement shall collectively mean the following documents: Webportal Terms and Conditions, Terms of Use, Terms of Sale, General Return Policy, and Privacy Policy.

2.2 “General Return Policy” shall mean the policy governing all Product returns.

2.3 “Supplier” shall mean third parties that manufactures or supplies products and include manufacturers, distributors, and supplies.

2.4 “Terms of Sale” shall refer to the terms covering (a) your purchase of (i) computer hardware products manufactured by third parties, (ii) computer software products supplied by third parties, and (iii) third party computer hardware/software services (collectively, the “Products”), and (b) your purchase of certain CompuCom information technology services (“Services”) from this webportal.

2.5 “Ordered Items” shall mean both Products and Services.

3. Payment Terms; Orders

Terms of payment are within CompuCom’s sole discretion. Invoices are due and payable within the time period noted on the invoice, measured from date of invoice. Unless you provide CompuCom with a valid and correct tax exemption certificate applicable to your purchase of Ordered Items, you are responsible for sales taxes and all other taxes associated with the order. Throughout the term of this Agreement, CompuCom, at its sole discretion, reserves the right to adjust the credit terms and the amount of credit extended to you. CompuCom may invoice parts of an order separately, if shipped separately. Payment must be made as follows:

3.1 Invoiced. If you have been approved to pay via invoice, payment terms are net thirty (30) days from date of invoice.

3.2 Credit Card. You agree to the payment terms of credit card issuer and authorize issuer to bill you for Ordered Items purchased.

3.3 Cash/Pre-pay account. If pre-paying by check, please allow an additional 5-7 business days for order processing. Please forward payment as follows:

3.3.1 Ordered Items provided in U.S. CompuCom Systems, Inc., PO Box 951654, Dallas, TX 75395-1654.
3.3.2 Ordered Items provided in Canada. CompuCom Canada Co., P.O. Box 9408, Postal Station A, Toronto, ON, M5W 4E1

4. Product General Terms

4.1 Shipping Charges; Taxes; Title; Risk of Loss. Shipping and handling are additional charges and shall be invoiced to you. Title to the Products shall pass to you when the Products are delivered to the carrier. Title shall transfer to you free and clear of all third party liens and security interests. If using CompuCom’s carrier, risk of loss to the Products shall pass to you when the Products are delivered to your dock and you have signed the carrier’s delivery receipt. If using your carrier, risk of loss to the Products shall pass to you when the Products are delivered to the carrier. Until payment is received by CompuCom, CompuCom shall retain a purchase money security interest in the applicable Products. CompuCom is dependent upon the supplier’s availability of the Products and cannot guarantee any particular delivery dates, therefore shipping dates are estimates only.

4.2 General Return Policy. All Product purchases are subject to CompuCom’s General Return Policy which can be found at the General Return Policy link located at the bottom of this screen.

4.3 Changed or Discontinued Products. CompuCom may change or discontinue Products at any time without notice to you and this may affect information saved in your online cart. CompuCom 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 are possible.

4.4 Not For Resale or Export. By placing an order for Products, you agree and represent that you are buying only for your end use, and not for resale or export. You agree to comply with all applicable laws and regulations of the various states of the United States and provinces of Canada. The export or re-export of Products by you in the future will be subject to the export control laws and regulations of the applicable U.S. or Canadian Government. You agree to comply with such laws and regulations when making any export or re-export of the Products.

4.5 Software Licenses. All software Products are subject to the license agreement of the applicable Supplier, as provided with the software packaging or in the software at time of shipment.

5. Warranties

5.1 Product Pass-Through Warranty and Other Rights. CompuCom is a reseller of third party Products. As a reseller of Products, to the extent permitted by its Suppliers and applicable law, CompuCom assigns and passes through to you any and all (a) end-user warranties provided by the Suppliers, (b) intellectual property indemnities, and (c) other obligations and liabilities of the Suppliers. CompuCom does not provide any independent warranties, intellectual property indemnities or other Product liability with respect to Products. Third party service Products are provided as a pass through in accordance with the applicable Supplier’s service program.

5.2 Service.

5.2.1 CompuCom represents and warrants to you that: (i) CompuCom shall perform the Services with reasonable skill and care, using suitably qualified personnel in a manner consistent with industry standards; (ii) Services and any deliverables associated therewith will materially conform to the specifications set forth in the description on the webportal; and (iii) CompuCom shall comply with federal, state, county and local statutes, laws, ordinances, regulations and codes applicable to CompuCom while performing the Services. As needed, CompuCom shall also procure permits, certificates, and business licenses necessary to perform the Services.

5.2.2 CompuCom also warrants that in addition to any warranty which is provided by the Supplier for parts and materials delivered to you in conjunction with the Services, such parts and materials will be free from material defects at the time of installation.

5.2.3 In the event of any failure to meet the warranties described in Subsections 5.2.1 and 5.2.2 above, CompuCom shall: (i) re-perform the Services and/or repair or replace the defective parts or material without additional charge to you; or (ii) refund to you the amount paid for such Services or defective parts or materials; provided, CompuCom is notified in writing via e-mail or otherwise within 15 days from the date such Services or parts and materials are furnished to you.

5.2.4 THE FOREGOING SETS FORTH THE EXCLUSIVE REMEDIES AGAINST COMPUCOM FOR CLAIMS RELATED TO PERFORMANCE OR NON-PERFORMANCE OF SERVICES AND CLAIMS RELATED TO A DEFECT OR DEFICIENCY IN SERVICES OR PARTS OR MATERIALS.

5.3 Warranty Disclaimer.

5.3.1 Ordered Items provided in U.S. EXCEPT AS PROVIDED IN THIS SECTION, COMPUCOM DISCLAIMS ALL WARRANTIES, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR AGAINST CLAIMS OF PATENT INFRINGEMENT OR THE LIKE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, IN WHICH CASE THE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY.

5.3.2 Ordered Items provided in Canada. EXCEPT AS PROVIDED IN THIS SECTION, COMPUCOM DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR AGAINST CLAIMS OF PATENT INFRINGEMENT OR THE LIKE, AND THOSE OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS ARISING BY STATUTE OR OTHERWISE IN LAW OR BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.

6. Term and Termination Rights

6.1 Your Term and Termination Rights: The Services will begin and end as specified in the service description defining the onsite services (“Service Description”). Unless otherwise stated in the Service Description, CompuCom’s Services are non-cancellable.

6.2 CompuCom’s Termination Rights. CompuCom may cancel this Agreement or any Ordered Items for convenience at any time upon thirty (30) days written notice, with respect to any Ordered Items purchased but not received as of the effective date of cancellation. CompuCom, at its sole discretion, may either deliver the Ordered Items, or issue you a refund of the fees paid for the Ordered Items.

7. Arbitration

7.1 Ordered Items provided in the US. If a dispute, claim, or controversy (whether in contract, tort, or otherwise, whether preexisting, present or future, and including statutory, consumer protection, common law and equitable claims) arises out of or relates to this Agreement, or the breach thereof between you and CompuCom, its agents, employees, principals, successors, assigns, affiliates (collectively for purposes of this paragraph “CompuCom”) and if such dispute cannot be settled through direct discussions, the parties agree the dispute shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) and in accordance with the then-current AAA Commercial Arbitration Rules, which the parties know and accept. Final judgment upon the award rendered by the AAA may be entered by any court having jurisdiction thereof. The parties agree that the location of any such arbitration shall be Dallas, Texas.

7.2 Ordered Items provided in Canada. If a dispute (whether in contract, tort, or otherwise, whether preexisting, present or future, and including statutory, consumer protection, common law and equitable claims) arises out of or relates to this Agreement, or the breach thereof, between you and CompuCom, its agents, employees, principals, successors, assigns, affiliates (collectively for purposes of this paragraph “CompuCom”) and if such dispute cannot be settled through direct discussions, the parties agree to first attempt to settle the dispute in an amicable manner by mediation pursuant to the National Mediation Rules of the ADR Institute of Canada, Inc. Thereafter, any unresolved controversy or claim arising out of or relating to this Agreement or breach thereof, shall be settled by binding arbitration pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. and judgment upon the decision or award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of mediation and arbitration shall be the City of Toronto, Ontario and the language of the mediation and arbitration shall be English. The arbitration decision or award rendered shall be final and binding on the parties and their respective successors and assigns, and to the fullest extent permitted by applicable law, they shall have no right to appeal any aspect whatsoever of the decision or award.

7.3 YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO SUCH A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. EXCEPT AS OTHERWISE PROVIDED HEREIN, NO ARBITRATOR SHALL HAVE THE AUTHORITY OR JURISDICTION TO AWARD CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

8. Data Rights

All intellectual property rights and other proprietary rights in and to the Services, and deliverables, information, know-how and processes developed by CompuCom, or anyone acting on CompuCom’s behalf, arising from the Services performed hereunder shall be the sole and exclusive property of CompuCom and shall not be claimed to be owned by you or your employees.

9. Force Majeure

CompuCom is not liable for any failure or delay due to any cause beyond its control. CompuCom is dependent upon the Supplier’s availability of the Products and cannot guarantee any particular delivery dates, and shall not be liable for delay or any inability to ship Products due to availability or allocation, labor disputes or other causes beyond it reasonable control.

10. Limitation of Liability

YOU AGREE THAT COMPUCOM’S ENTIRE LIABILITY FOR ANY CLAIM ARISING FROM ORDERED ITEMS PURCHASED BY YOU, REGARDLESS OF LEGAL THEORY, SHALL NOT EXCEED THE LESSOR OF THE PRICE OF THE APPLICABLE ORDERED ITEMS IN YOUR CART OR TEN THOUSAND DOLLARS ($10,000.00). COMPUCOM WILL NOT BE LIABLE FOR INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, EXPENSES, COST, PROFITS, LOST SAVINGS OR EARNINGS, OR OTHER LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY THIRD PARTY. COMPUCOM DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL IN THEIR ESSENTIAL PURPOSE. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF (i) INCIDENTIAL OR CONSEQUENTIAL DAMAGES, OR (ii) IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY.

11. Assignment

CompuCom reserves the right to assign its rights and obligations under this Agreement to a qualified third party designated by CompuCom. In the event of such an assignment, you agree to look solely to the third party assignee for performance under this Agreement.

12. Governing Law; Selection of Forum

Without regard to conflicts of laws principles and subject to the Arbitration provision herein, you agree that this Agreement, any sales hereunder, or any claim, or controversy (whether in contract, tort, or otherwise, whether preexisting, present or future, and including statutory, consumer protection, common law and equitable claims) and all disputes and suits directly or indirectly related thereto, shall be construed and interpreted in accordance with, and the rights of the parties will be governed by:

12.1 Ordered Items provided in the U.S. This Agreement shall be interpreted in accordance with the substantive law, but not the choice of law rules, of the state of Texas. The parties hereby irrevocably submit to the exclusive jurisdiction of the federal and state courts located in Dallas, TX, U.S.A. and you hereby agree that any such court shall be a proper forum for the determination of any controversy or dispute arising hereunder.

12.2 Ordered Items provided in Canada. This Agreement shall be interpreted in accordance with the substantive law, but not the choice of law rules, of the Province of Ontario, and you hereby agree that any such court shall be a proper forum for the determination of any controversy or dispute arising hereunder.

13. General Provisions

13.1 You agree that no action under this Agreement may be brought by you against CompuCom more than one (1) year after the cause of such action becomes known by you and any claims not brought within such period of time shall be deemed waived.

13.2 You shall be responsible for daily backup and other protection of its data against loss, damage or destruction and shall backup individual computers before any Services are rendered in order to protect against any loss of data. CompuCom will have no obligation or liability for lost data.

13.3 The prevailing party in any arbitration or other action (including but not limited to collections) shall be entitled to reimbursement of its reasonable attorneys’ fees and costs.

13.4 Pricing and availability on quotes subject to change without notice.

13.5 Quotations are not an offer to sell. CompuCom Systems reserves the right to correct errors on quotes where applicable.

13.6 Applicable Taxes and Delivery are Extra and will be calculated and posted on final invoice.

13.7 Errors & Omissions Excluded.

13.8 Changes to a quote are subject to written acceptance by CompuCom Systems.

13.9 Pass-Through Warranty and Other Rights: As a reseller, end-user warranties and liabilities (with respect to any third party hardware and software products provided by CompuCom) shall be provided as a pass-through from the manufacturer of such products. All software products are subject to the license agreement of the applicable software supplier, as provided with the software packaging or in the software at time of shipment.

13.10 Orders for NetApp, Inc. products or services are: a) subject to the applicable manufacture agreements found here: NetApp How To Buy, b) must only be used in accordance with NetApp, Inc. supplied or provided user manuals, training materials, product descriptions and specifications, technical manuals, supporting materials and other information relating to the product and services, whether distributed in print, electronic, CD-ROM or any other format, which may be revised, updated or replaced from time to time at NetApp Inc.’s sole discretion, and c) is not designed or intended for use in or in the design, construction, operation or maintenance of a nuclear facility, aviation, life support systems or similar hazardous environment.

13.11 Orders for Google Inc.’s hosted services currently known as “Google Apps for Business” (as the services may be renamed from time to time), “Google Apps for Government” (as the services may be renamed from time to time), “Google Apps Vault” (as the services may be renamed from time to time) and “Google Drive Storage,” (as these services may be renamed from time to time) (the “Services”) are subject to the applicable Google terms of service presented upon your first log into the Google Inc. system, you must accept these terms prior to using the Google, Inc. Services. Furthermore, Reseller/CompuCom (a) does not make any representations or warranties regarding Google’s liability for the Services and (b) disclaims all warranties with respect to the Services, including without limitation, warranties for merchantability, fitness for a particular purpose, and non-infringement.

Acceptance of Agreement

By placing an order, you acknowledge that you have read, understood, and agree to be bound by this Agreement and all of its terms and conditions herein and such acceptance constitutes a legal contract between you and CompuCom for all purchases you make under the portal.