This Agreement contains the terms and conditions that apply to your purchase (or lease) from the CSN1 entity named on the invoice ("CSN1") that will be provided to you ("Customer") on orders for computer systems and/or related products sold in the United States. By accepting delivery of the computer systems and/or other products described on that invoice, Customer agrees to be bound by and accepts these terms and conditions. THESE TERMS AND CONDITIONS APPLY (i) UNLESS THE CUSTOMER HAS SIGNED A SEPARATE FORMAL PURCHASE AGREEMENT WITH CSN1, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (ii) UNLESS OTHER CSN1 STANDARD TERMS APPLY TO THE TRANSACTION. These terms and conditions are subject to change without prior written notice at any time, in CSN1's sole discretion.

1. 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) which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Customer and CSN1.
2. Governing Law. THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAWS RULES.
3. Payment Terms; Orders; Quotes; Interest. Terms of payment are within CSN1's sole discretion, and unless otherwise agreed to by CSN1, payment must be received by CSN1 prior to CSN1's acceptance of an order. Payment for the products will be made by credit card, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by CSN1. Invoices are due and payable within the time period noted on the reverse side of this invoice, measured from the date of the invoice. CSN1 may invoice parts of an order separately. Orders are not binding upon CSN1 until accepted by CSN1. Any quotations given by CSN1 will be valid for the period stated on the quotation. Customer agrees to pay interest on all past-due sums at the highest rate allowed by law.
4. Shipping Charges; Taxes. Separate charges for shipping and handling will be shown on CSN1's invoice(s). Unless Customer provides CSN1 with a valid and correct tax exemption certificate applicable to the product ship-to location prior to CSN1's acceptance of the order, the Customer is responsible for sales and all other taxes associated with the order, however designated, except for CSN1's franchise taxes and taxes on CSN1's net income. If applicable, a separate charge for taxes will be shown on CSN1's invoice.
5. Title; Risk of Loss. Title to products passes from CSN1 to Customer on shipment from CSN1's facility. Loss or damage that occurs during shipping by a carrier selected by CSN1 is CSN1's responsibility. Loss or damage that occurs during shipping by a carrier selected by Customer is Customer's responsibility. Title to software will remain with the applicable licensor(s).
6. Warranties. THE LIMITED WARRANTIES APPLICABLE TO CSN1-BRANDED PRODUCTS ARE INCLUDED IN THE DOCUMENTATION ALONG WITH THE PRODUCTS. CSN1 MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN THIS SECTION AND IN CSN1'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. ANY SUCH WARRANTIES WILL BE EFFECTIVE, AND CSN1 WILL BE OBLIGATED TO HONOR ANY SUCH WARRANTIES, ONLY UPON CSN1'S RECEIPT OF PAYMENT IN FULL FOR THE ITEM TO BE WARRANTED. CSN1 DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF' MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CSN1'S RESPONSIBILITY FOR WARRANTY CLAIMS IS LIMITED TO REPAIR AND REPLACEMENT AS SET FORTH IN CSN1'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. CSN1 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. Customer agrees that it will be bound by the license agreement once the package is opened or its seal is broken. CSN1 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.
7. Year 2000. CSN1-branded hardware is covered by CSN1's "Year 2000 Statement of Compliance," a copy of which may be obtained by visiting CSN1's website at csn1.com/year2000 or by contacting your sales representative. The Year 2000 Statement of Compliance is the exclusive statement of CSN1's liability for year 2000 readiness and compliance.
8. Return Policies. CSN1 systems and parts that are purchased directly from CSN1 by an end-user Customer may be returned by Customer in accordance with CSN1's "Total Satisfaction Return Policy" in effect on the date of the invoice.
9. Exchanges. From time to time, CSN1 may, in its sole discretion, exchange products or portions of a product. Any exchanges will be made in accordance with CSN1's exchange policies in effect on the date of the exchange.
10. Products. CSN1's policy is one of on-going product update and revision. CSN1 may revise and discontinue products at any time. CSN1 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. The parts and assemblies used in building CSN1 products are selected from new and equivalent-to-new parts and assemblies in accordance with industry practices. Spare parts may be new or reconditioned.
11. Limitation of Liability. CSN1 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. CSN1 WILL NOT BE LIABLE 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.
12. Arbitration. Any claim, dispute or controversy (whether in contract, tort, or otherwise, whether pre-existing, present or future, and including statutory, common law, intentional tort and equitable claims) against CSN1, its agents, employees, successors, assigns or affiliates (collectively for purposes of this paragraph, "CSN1") 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), CSN1's 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 conducted before a single arbitrator, and will be limited solely to the dispute or controversy between Customer and CSN1. The arbitration shall be held in a mutually agreed upon location in person, by telephone, or online. 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. Information may be obtained and claims may be filed at any office of the NAF or at P.O. Box 50191, Minneapolis, MN 55405.
13. Applicable Law; Not For Resale. Customer agrees to comply with all applicable laws and regulations of the various states and of the United States. Customer agrees and represents that it is buying for its own internal use only, and not for resale. CSN1 has separate terms and conditions governing resales.
14. Service and Support. CSN1 endeavors to provide the best customer and technical telephone support in the personal computer industry. For end-user Customers, CSN1 promises that its support people will attempt to handle over the telephone any problem involving CSN1 products. However, CSN1's support people may not be able to understand or resolve any given problem. Service offerings may vary from product to product. CSN1 has no obligation to provide service or support until CSN1 has received full payment for the product or service/support contract for which service or support is requested. CSN1 will make on-site service available to Customer in the United States in accordance with the then-current terms and conditions set by CSN1 and/or the third-party service provider.
15. 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 therefrom.