U.S. Terms and Conditions of Sale

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 DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE.

These terms and conditions ("Agreement") apply to your purchase of computer systems and/or related products and/or services and support sold in the United States ("Product") by  Digital Options, Inc.  entity named on the invoice or acknowledgement ( "Digital Options, Inc. ) provided to you. By accepting delivery of the Product, you accept and are bound to the terms and conditions of this Agreement. If you do not wish to be bound by this Agreement, you must notify Digital Options  immediately and return your purchase pursuant to  Sellers Return Policy.   If returned, Product(s) must remain in the boxes in which they were shipped. THIS AGREEMENT SHALL APPLY UNLESS (I) YOU HAVE A SEPARATE PURCHASE AGREEMENT WITH D IIGITAL OPTIONS INC , IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (II) OTHER Digital OPTIONS TERMS AND CONDITIONS APPLY TO THE TRANSACTION.

1. Other Documents.   This Agreement may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by both you and Digital OPTIONS . If you do not receive an invoice or acknowledgement in the mail, via e-mail, or with your Product, information about your purchase may be obtained at https://support.digitaloptions.com or by contacting your sales representative.
2. Payment Terms; Orders; Quotes; Interest.   Payment terms are within Digital Options sole discretion, and, unless otherwise agreed to by Digital Options , payment must be made at the time of purchase. Payment for Product may be made by credit card, wire transfer, or some other prearranged payment method. Digital Options may invoice parts of an order separately. Your order is subject to cancellation by Digital Options , at Digital Option's sole discretion.  Digital Options is not responsible for pricing, typographical, or other errors, in any offer by Digital Options reserves the right to cancel any orders resulting from such errors.
3. Shipping Charges ; Taxes; Title; Risk of Loss.   Shipping and handling are additional unless otherwise expressly indicated at the time of sale. Loss or damage that occurs during shipping  from Digital Options is Digital Options responsibility. Loss or damage that occurs during shipping by a carrier selected by you  that is being returned for any reason is your responsibility. You must notify Digital Options within  1 0 days of the date of your invoice or acknowledgement if you believe any part of your purchase is missing wrong or damaged. Unless you provide Digital Options with a valid and correct tax exemption certificate applicable to your purchase of Product and the Product ship-to location, you are responsible for sales and other taxes associated with the order. Shipping dates are estimates only. Title to software will remain with the applicable licensor(s).
4. Warranties.   THE LIMITED WARRANTIES APPLICABLE TO Digital OPTIONS HARDWARE PRODUCT CAN BE FOUND AT  THE ON-LINE STORE IN THE PRODUCT DESCRIPTION . WARRANTY AND SERVICE FOR N EW  BRANDED PRODUCT, IF ANY, IS PROVIDED BY THE ORIGINAL MANUFACTURER, NOT BY Digital OPTIONS . Digital OPTIONS MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN Digital OPTIONS APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE, PACKING SLIP OR ACKNOWLEDGEMENT. WARRANTIES AND SERVICE WILL BE EFFECTIVE, AND Digital OPTIONS WILL BE OBLIGATED TO HONOR ANY SUCH WARRANTIES AND SERVICES, ONLY UPON Digital OPTIONS RECEIPT OF PAYMENT IN FULL FOR THE ITEM TO BE WARRANTED OR SERVICED.
5. Software.   All software is provided subject to the license agreement that is part of the software package and you agree that you will be bound by such license agreement.
6. Return Policies; Exchanges   New and refurbished Product that you purchase directly from Digital Options (and not a 3rd party)  you may return or exchange only in accordance with Digital Options return policy in effect on the date of the invoice or acknowledgement. Any returns or exchanges will be made in accordance with Digital Options exchange policies in effect on the date of the return or exchange. You must contact us directly before you attempt to return Product to obtain a Return Material Authorization Number  (RMA) for you to include with your return. You must return Product to us in their original or equivalent packaging. You are responsible for risk of loss, shipping and handling fees for returning or exchanging Product. Additional fees may apply.   If you fail to follow the return or exchange instructions and policies provided by Digital Options , Digital Options is not responsible whatsoever for Product that is lost, damaged, modified or otherwise processed for disposal or resale. If you are returning all components in an order, you will be credited the full amount paid for the order. At Digital Options discretion, credit for partial returns may be less than invoice or individual component prices due to bundled or promotional pricing.
7. Changed or Discontinued Product.   Digital Options policy is one of ongoing update and revision. Digital Options may revise and discontinue Product at any time without notice to you and this may affect information saved in your online "cart."  Parts used in repairing or servicing Product may be new, equivalent-to-new, or reconditioned.
8. Service and Support.   Service offerings may vary from Product to Product. If you purchase optional services and support from Digital Options , Digital Options and/or your third-party service provider will provide such service and support to you in the United States in accordance with the terms and conditions  given to you from the service provider. Digital Options as no obligation to provide service or support until Digital Options  has received full payment for the Product or service/support contract you purchased. .
9. Limitation of Liability.   Digital OPTIONS DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, Digital OPTIONS WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT, Digital OPTIONS IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT INVOICED FOR THE APPLICABLE PRODUCT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
10. Applicable Law; Not For Resale or Export.   You agree to comply with all applicable laws and regulations of the various states and of the United States. You agree and represent that you are buying only for your own internal use only, and not for resale or export. Digital OPTIONS  has separate terms and conditions governing resale of Product by third parties and transactions outside the United States. Terms and conditions for resale are located at: 
11. Governing Law. THIS AGREEMENT AND ANY SALES THERE UNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF  WISCONSIN,  WITHOUT REGARD TO CONFLICTS OF LAWS RULES.
12. Headings.   The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived there from.
13. Binding Arbitration.   ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND Digital OPTIONS , its agents, employees, principals, successors, assigns, affiliates (collectively for purposes of this paragraph, " DIGITAL OPTIONS ") arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), Digital Options advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (NAF) under its Code of Procedure then in effect (available via the Internet at http://www.arb-forum.com , or via telephone at 1-800-474-2371). The arbitration will be limited solely to the dispute or controversy between customer and Digital Options . NEITHER CUSTOMER NOR Digital OPTIONS SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. This transaction involves interstate commerce, and this provision shall be governed by the Federal Arbitration Act 9 U.S.C. sec. 1-16 (FAA). Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. Digital Options will be responsible for paying any arbitration filing fees and fees required to obtain a hearing to the extent such fees exceed the amount of the filing fee for initiating a claim in the court of general jurisdiction in the state in which you reside. Each party shall pay for its own costs and attorneys' fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law. Information may be obtained and claims may be filed with the NAF at P.O. Box 50191, Minneapolis, MN 55405.

(REV 04/04)

Terms and Conditions of Sale for Persons or Entities Purchasing to Resell

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU.

These terms and conditions ("Agreement") apply to your purchase and resale of computer systems, related products and/or services and support sold in the United States ("Products") by the Digital Options entity named on the invoice  or other documents provided to you by Digital Options . This Agreement does not apply to you if you are buying for your own end use. By accepting delivery of the Products you agree to be bound by and accept the terms and conditions of this Agreement. These terms and conditions are subject to change at any time in Digital Options sole discretion without prior written notice. If you do not wish to be bound by this Agreement, you must promptly notify Digital Options . Products must remain in the boxes in which they were shipped and notify us immediately to arrange a Product return. YOU WILL BE RESPONSIBLE FOR SHIPPING & HANDLING CHARGES FOR THIS RETURN. ADDITIONAL RETURN OR RESTOCKING FEES MAY APPLY. THIS AGREEMENT SHALL APPLY UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT WITH DELL OR OTHER DELL TERMS AND CONDITIONS APPLY.

1. Other Documents.   This Agreement may NOT be altered, supplemented or amended by the use of any other document(s) unless otherwise agreed to in a separate written agreement signed by both you and Digital Options . If you do not receive an invoice or acknowledgement in the mail or with your Product, information about your purchase may be obtained at http://support.digitaloptions.com or by contacting your sales representative.
2. Reselling.   You may resell Products to end-users .    You are prohibited from referring to yourself as an authorized reseller of Digital Options , implying that you and Digital Options are partners, creating the impression that Digital Options is affiliated with you or has sponsored, authorized, approved or endorsed your business, or any offer or any marketing, advertising or promotion thereof. You may not register or use any domain name or business name containing or confusingly similar to any name or mark of Digital Options . 
3. Quotes; Orders; Payment Terms; Interest.   Payment terms are within Digital Options sole discretion.  Dell may invoice and/or ship parts of an order separately. Digital Options rese rves the right to cancel an order or transaction, in whole or in part. If you breach the provisions of this Agreement or the terms of any offer .   You agree to pay interest on all past-due sums at the highest rate allowed by law. You hereby grant Digital Options , and Digital Options hereby retains, a purchase money security interest and lien on any and all of your rights, title and interest in Products, wherever located, and all replacements or proceeds of the Products, until the invoice for the applicable Products is paid in full, including any late charges and costs of collection.
4. Shipping Charges ; Taxes.   Shipping dates provided by Dell are estimates only. Shipping and handling are additional and will be shown on the invoice(s) or other documentation. Loss or damage that occurs during shipping  from  a carrier selected by Digital Options is Digital Options responsibility. Loss or damage that occurs during shipping by a carrier selected by you is your responsibility. Unless you provide Digital Options with a valid and correct tax exemption certificate applicable to the Product ship-to location at the time of purchase, you will be responsible for sales and all other taxes associated with the order, however designated .
5. Title; Risk of Loss; Insurance.   Title to products passes from Digital Options to you on shipment from Digital Options facility or third party manufacturers facility. Title to software will remain with the applicable licensor(s). You will maintain comprehensive general liability, including products liability, insurance in an amount appropriate for your business, but in no event less than $1,000,000.00 (US) with an insurance company having a Best rating of A. 
6. Warranties.   Digital OPTIONS MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN THIS SECTION AND IN Digital OPTIONS APPLICABLE LIMITED WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE, PACKING SLIP OR ACKNOWLEDGEMENT ,  OR THE DOCUMENTATION PROVIDED WITH THE PRODUCT(S). Digital OPTIONS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 
7. Additional Remedies & Responsibilities.  YOU SHALL BE SOLELY RESPONSIBLE FOR ALL REPRESENTATIONS OR OMISSIONS YOU MAKE TO YOUR CUSTOMERS INCLUDING BUT NOT LIMITED TO ANY REPRESENTATION OR OMISSION YOU MAKE ABOUT PRODUCT WARRANTIES, FEATURES, PERFORMANCE, SUPPORT AND SERVICE. 
8. Software.   All software is provided subject to the license agreement that is provided with the Product. You agree that you and your customers will be bound by such license agreement.
9. No Returns.   Digital Options  return policies including but not limited to Digital Options "Total Satisfaction Return Policies" do not apply to your purchase of Product or to your customers.
10. Products.   Digital Options policy is one of on-going Product update and revision. Digital Options  may revise and discontinue Products at any time without notice to you. The parts and assemblies used in building Products and spare parts are selected from new, equivalent-to-new or reconditioned parts and assemblies.
11. Limitation of Liability.   Digital OPTIONS  DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, LOST PROFITS, LOSS OF BUSINESS, YOUR BREACH OF THIS AGREEMENT OR THE PROVISION OF SERVICES AND SUPPORT. Digital OPTIONS  WILL NOT BE LIABLE FOR ANY 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. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ON OUR WEB SITE TO THE CONTRARY, Digital OPTIONS IS NOT RESPONSIBLE FOR INFORMATION YOU PROVIDE TO US UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT OTHERWISE. YOU AGREE THAT FOR ANY LIABILITY ARISING FROM OR RELATED TO THE PURCHASE OF ANY PRODUCTS, Digital OPTIONS  IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT INVOICED BY Digital OPTIONS  FOR THE RESPECTIVE PRODUCTS. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
12. Service and Support.   Service offerings may vary from product to product. If you purchase optional services and support, Digital Options  or a third party service provider will provide the optional service and support to you or your customer in the United States in accordance with the terms and conditions in effect at the time of your purchase . Digital OPTIONS  HAS NO OBLIGATION TO PROVIDE WARRANTY OR SUPPORT SERVICES TO YOU OR YOUR CUSTOMERS UNTIL Digital OPTIONS  HAS RECEIVED FULL PAYMENT FOR THE PRODUCT THAT YOU PURCHASE. 
13. Dispute Resolution.   The parties will attempt to resolve any claim, or dispute or controversy (whether in contract, tort or otherwise) against Digital Options , its agents, employees, successors, assigns or affiliates (collectively for purposes of this paragraph, "Digital Options ") arising out of or relating to this Agreement  through face to face negotiation with persons fully authorized to resolve the Dispute or through mediation utilizing a mutually agreeable mediator, 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 that a Dispute exists, 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 three (3) independent and impartial arbitrators. Digital Options  will appoint one (1) arbitrator and the other party or parties will appoint one (1) arbitrator. The two (2) appointed arbitrators will then select a third arbitrator, who shall be the presiding arbitrator. The arbitration hearing shall take place in  Milwaukee, WI.  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, and will follow the law and judicial precedents that a United States District Judge sitting in the  Southwestern  District of  Wisconsin would apply to the Dispute. 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.
14. Governing Law. THE LAWS OF THE STATE OF  WISCONSIN  GOVERN THIS AGREEMENT, EXCLUDING ITS CONFLICTS OF LAWS RULES AND EXCLUDING THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS.
15. Export.   You acknowledge that the purchased goods licensed or sold under this Agreement, and the transaction contemplated by this Agreement, which may include technology and software, are subject to the customs and export control laws and regulations of the United States ("U.S.") and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received. You acknowledge that it is your sole responsibility to comply with and abide by those laws and regulations. Further, under U.S. law, the goods shipped pursuant to this Agreement may not be sold, leased or otherwise transferred to restricted countries or utilized by restricted end-users or an end-user engaged in activities related to weapons of mass destruction, including without limitation, activities related to the design, development, production or use of nuclear weapons, materials, or facilities, missiles or the support of missile projects, and chemical or biological weapons. 
16.   The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived there from. If any provision of this Agreement is void or unenforceable, the remainder of this Agreement will remain in full force and will not be terminated. Neither party will be liable for any delays resulting from circumstances or causes beyond the party's reasonable control. (REV 05/05/04)