Terms of Sale
Terms and Conditions of Sale and other Restrictions

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 Point of Sale Systems purchase or any other computer systems and/or related products and/or services and support sold in the United States or Canada ("Product") by Exact Retail Systems, LLC. 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 VAR immediately and return your purchase pursuant to VAR's Return Policy.

THIS AGREEMENT SHALL APPLY UNLESS (I) YOU HAVE A SEPARATE PURCHASE AGREEMENT WITH VAR, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (II) OTHER VAR 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 VAR. If you do not receive an invoice or acknowledgement in the mail, via email, or with your Product, information about your purchase may be obtained at online or by contacting your sales representative.
2. Payment Terms; Orders; Quotes; Interest. Payment terms are within VAR's sole discretion, and, unless otherwise agreed to by VAR, payment must be made at the time of purchase. Payment for Product may be made by credit card, E-Check, personal or company check, wire transfer, or some other prearranged payment method. VAR may invoice parts of an order separately. Your order is subject to cancellation by VAR, at VAR's sole discretion. Unless you and VAR have agreed to a different discount, VAR's standard pricing policy for VAR-branded systems, which include both hardware and services in one discounted price, allocates the discount off list price applicable to the service portion of the system to be equal to the overall calculated percentage discount off list price on the entire system. VAR is not responsible for pricing, typographical, or other errors, in any offer by VAR and 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 by a carrier selected by VAR is VAR's responsibility. Loss or damage that occurs during shipping by a carrier selected by you is your responsibility. You must notify VAR within 30 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 VAR 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 VAR-BRANDED OR NON VAR BARNAD HARDWARE PRODUCT CAN BE FOUND ON OUR WEBSITE OR IN THE DOCUMENTATION VAR PROVIDES WITH THE PRODUCT. VAR MAKES NO WARRANTIES FOR SERVICE, SOFTWARE, OR NON-VAR BRANDED PRODUCT. SUCH PRODUCT IS PROVIDED BY VAR "AS IS.".WARRANTY AND SERVICE FOR NON-VAR BRANDED PRODUCT, IF ANY, IS PROVIDED BY THE ORIGINAL MANUFACTURER, NOT BY VAR. VAR MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN VAR'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE, PACKING SLIP OR ACKNOWLEDGEMENT. WARRANTIES AND SERVICE WILL BE EFFECTIVE, AND VAR WILL BE OBLIGATED TO HONOR ANY SUCH WARRANTIES AND SERVICES, ONLY UPON VAR'S 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 VAR (and not a third party) you may return or exchange only in accordance with VAR's return policy in effect on the date of the invoice or acknowledgement. Any returns or exchanges will be made in accordance with VAR's exchange policies in effect on the date of the return or exchange. You must contact us via email or via our RMA page online or by phone directly before you attempt to return Product to obtain a Return Material Authorization Number for you to include with your return. You must return Product to us in their original packaging. You are responsible for risk of loss, shipping and handling fees for returning or exchanging Product. Additional fees may apply. VAR's return policy for VAR-branded and non VAR-Branded Product can be found on our website. If you fail to follow the return or exchange instructions and policies provided by VAR, VAR is not responsible whatsoever for Product that is lost, damaged, modified or otherwise processed for disposal or resale. If you obtain an RMA number and you are returning all components in an order, you will be credited a partial or the full amount paid for the order. At VAR's discretion, credit for partial returns may be less than invoice or individual component prices due to bundled or promotional pricing. Changed or Discontinued Product. VAR's policy is one of ongoing update and revision. You will be bound by the most current version. VAR may revise and discontinue Product at any time without notice to you and this may affect information saved in your online "cart." VAR will ship Product that have the functionality and performance of the Product ordered, but changes between what is shipped and what is described on our website, in a specification sheet or catalog are possible. Parts used in repairing or servicing Product may be new, equivalent-to-new, or reconditioned.
7. Service and Support. Service offerings may vary from Product to Product. If you purchase optional services and support from VAR, VAR and/or your third-party service provider will provide such service and support to you in the United States and Canada in accordance with the set forth terms and conditions and or any others as mailed to you. You may contact VAR for more information. VAR and/or the third-party service provider may at their discretion, revise their general and optional service and support programs and the terms and conditions that govern them without prior notice to you. VAR has no obligation to provide service or support until VAR has received full payment for the Product or service/support contract you purchased. VAR is not obligated to provide service or support to you if you purchased products through a third party and not from VAR.
8. Limitation of Liability. VAR 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, VAR 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, VAR 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.
9. 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 or Canada. You agree and represent that you are buying for your own internal use only, and not for resale or export. VAR has separate terms and conditions governing resale of Product by third parties and transactions outside the United States.
10. Governing Law. THIS AGREEMENT AND ANY SALES THERE UNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. THE ARBITRATION AND OR ANY OTHER LEGAL ACTION WILL BE CONDUCTED IN SAN FRANCISCO, CALIFORNIA.
11. 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.

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 VAR, its agents, employees, principals, successors, assigns, affiliates (collectively for purposes of this paragraph, "VAR") 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), VAR'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 limited solely to the dispute or controversy between customer and VAR. NEITHER CUSTOMER NOR VAR 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. 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 01/2006)