TERMS & CONDITIONS

1. PARAGON MICRO BUSINESS POLICIES

These terms and conditions (this “Sales Agreement”) constitute a legal contract between you ( “Customer” or “you”) and Paragon Micro, Inc (“Paragon Micro”, and collectively with Customer/you, the “Parties”, and each a “Party”). By making a purchase, placing an order, or otherwise shopping on https://www.paragonmicro.com (the “Site”), Customer accepts the terms and conditions of this Sales Agreement. This Sales Agreement is subject to change without prior notice, except that this Sales Agreement, as posted on the Site at the time Customer places an order or makes a purchase, will govern the order in question, unless agreed in writing and signed by an authorized agent of Paragon Micro. Customer consents to receiving electronic records, which may be provided via a web browser or e-mail application. By contacting an authorized agent of Paragon Micro, Customer may withdraw consent to receiving electronic records or have the record provided in non-electronic form. Electronic signatures (or copies of signatures sent through electronic means) shall be the equivalent of written and signed documents. By making a purchase, placing an order, or otherwise shopping on the Site, you agree to the terms of this Sales Agreement or any terms and conditions on our invoice. In the event of any conflict between the terms and conditions stated on your purchase order and this Sales Agreement or any terms and conditions on our invoice, our terms and conditions shall prevail.

PRODUCT RETURN POLICY

Select products purchased on the Site may be returned for refund or exchange within 30 days of the purchase date, subject to the return policies of the manufacturers of the products that are being purchased. Original shipping charges are not refunded on returned items.

The interpretation of the manufacturers’ return policies is at the sole discretion of Paragon Micro. For further information on manufacturer return policies, please contact your Paragon Micro account manager.

Please contact your Account Manager to obtain a Return Merchandise Authorization (RMA) number before shipping the product. . NO returns of any type will be accepted without an RMA number. Further, Paragon Micro assumes no risk or responsibility for products returned without an RMA number. For faster service, please have the following information available when calling for an RMA number: customer name, product part number, invoice number, serial number and nature of the problem.

All products returned MUST be 100 percent complete. Complete is defined as all items being returned with ALL of the original boxes and packing materials, having their original UPC codes intact on the manufacturers’ boxes, containing all manuals, blank warranty cards and other accessories and documentation provided by the manufacturer.

The following is a list of specific restrictions on returns of products of certain manufacturers:

  • a) Paragon Micro cannot accept returns nor provide an exchange, replacement or credit FOR ANY REASON for products from the following manufacturers: Apple, Compaq, IBM, and Hewlett Packard; and
  • Only inoperable products from the following manufacturers may be returned: 3COM, Acer, Adtran, All Generic Memory, American Power Conversion, Ascend/Lucent, ATI Technologies, Belkin, Cisco, Cornerstone, Fujitsu, Intel, Mylex, Onstream, Palm, Pinnacle Systems, Quantum, Sharp, Tandberg Data.

This list of manufacturer restrictions on returns may change from time to time. Defective products, except computers, printers and software, may be returned for repair or replacement at Paragon Micro’s discretion, within 30 days of the date of purchase. Most defective products (except computers, printers and software) may be returned for repair or replacement only, at Paragon Micro, Inc. discretion, within 30 days of the invoice date. Paragon Micro, Inc. will not charge a return-processing fee of any kind when a defective item is repaired or replaced with the identical item. All non-defective returns (except software) for credit or exchange are subject to a 15% return-processing fee and must be completed within 30 days of the invoice date. Minimum return-processing fee for any refund or credit is $25.00.

Unopened full version software products may be returned for refund or exchange within 30 days of invoice date. Multiple software licenses and product upgrades cannot be returned for refund or exchange unless first authorized by the manufacturer, no exceptions. Multiple software licenses and product upgrades may not be returned beyond 30 days for any reason. You, the customer, are responsible for shipping charges on returned items. Paragon Micro strongly recommends you fully insure your return shipment in case it is lost or damaged and you use a carrier that can provide you with proof of delivery for your protection. Any item that is missing the UPC can ONLY be replaced with the same item. After 30 days, all manufacturers’ warranties apply.

Consumable products like toner, ink cartridges, drum and paper are non-returnable if the manufacturer’s factory seal has been broken. Defective products must be returned directly to the manufacturer. Discontinued or end of life products can only be returned for repair. No refunds or exchanges can be made. Paragon Micro reserves the right to authorize product returns beyond 30 days from the invoice date. IF the product is accepted after 30 days, credit will be issued toward FUTURE PURCHASES ONLY. Original shipping charges are not refunded on returned items. Customers are responsible for all shipping charges back to Paragon Micro, Inc. on returned items.

SHIPPING DAMAGE POLICY

If merchandise arrives damaged to you, it is best to REFUSE it back to the carrier attempting delivery. You must contact Paragon Micro within 3 business days if you refuse an order back to the carrier due to damaged merchandise. All unauthorized refusals are subject to a return processing fee of 15% of the price paid (taxes included) and there will be no credit for any freight charges.

If you accept a damaged package, you must contact your Paragon Micro account manager within 3 business days of arrival to arrange for a carrier inspection and a pick up of damaged merchandise. If you do not notify Paragon Micro of damaged goods within 3 business days of arrival, our regular return policy will override any claim of damage, subject to any manufacturer return restrictions. Make sure any externally visible damage is noted on the carrier’s delivery record - this will enable Paragon Micro to file a damage claim with the carrier. We also recommend that you take and retain photographs of visible shipping damage. Please ensure that you keep the merchandise and the original box and packaging it arrived in, including all manuals, blank warranty cards and other accessories and documentation provided by the manufacturer.

2. PERFORMANCE OF SERVICES

Should you purchase Services from Paragon Micro, Paragon Micro agrees to perform the services specified in the applicable Service Order (the “Services”). Each Service Order shall be subject to the terms and conditions contained in this Sales Agreement, shall include, without limitation, specifications and payment and delivery schedules, and shall become binding upon execution. A Service Order may be signed in separate counterparts each of which shall be deemed an original and all of which together will be deemed to be one original. In the event of an addition to or a conflict between any term or condition of a Service Order and this Sales Agreement, this Sales Agreement will govern, except as expressly amended in the applicable Service Order. Changes to the scope of the Services described in a Service Order will be effective once agreed to in writing by authorized representatives of both Parties. Paragon Micro shall have the sole discretion to determine appropriate methods by which Paragon Micro performs the Services. Paragon Micro shall itself perform the Services, unless the Parties otherwise agree in writing, and in any case where, subject to such a written agreement by the Parties, any third party contractor performs any of the Services, Micro shall remain liable for the acts or omissions of any such third party contractor in connection with the performance of the Services.

COOPERATION

Customer shall provide Paragon Micro with such support, cooperation, information, required consents, data and materials as are reasonably necessary for Paragon Micro to perform the Services. Notwithstanding anything in this Agreement to the contrary, Paragon Micro shall have no liability resulting from or relating to any delay or failure by Customer in providing to Paragon Micro such support, cooperation, information, required consents, data and/or materials. Paragon Micro shall report to and receive technical direction only from Customer’s employees or officers who are appointed as the primary point of contact as listed in the applicable Service Order.

3. INDEPENDENT CONTRACTOR

Paragon Micro acknowledges that it is acting as an independent contractor and that Paragon Micro is solely responsible for its actions or inactions and those of its personnel, employees, subcontractors and officers, and that nothing in this Agreement shall be construed to create an employment or agency relationship or a partnership between the Parties.

4. CONFIDENTIAL INFORMATION

The Parties recognize that each Party (in such capacity, the “Disclosing Party”) may disclose Confidential Information to the other Party (the “Receiving Party”) in the performance of this Sales Agreement. Each Party recognizes the importance to the other Party of the other Party’s Confidential Information and recognizes that the other Party’s Confidential Information is critical to the business of the other Party. "Confidential Information" means any information or data in oral, electronic or written form which the Receiving Party knows or has reason to know is proprietary or confidential and which is disclosed by the Disclosing Party in connection with this Sales Agreement or which the Receiving Party may have access to in connection with this Sales Agreement. Confidential Information will not include information which: (a) becomes known to the public through no act of the Receiving Party; (b) was known to the Receiving Party, or becomes known to the Receiving Party from a third party having the right to disclose it and having no obligation of confidentiality to the Disclosing Party with respect to the applicable information; or (c) is independently developed by agents, employees or subcontractors of the Receiving Party who have not had access to such information. Although not required in order for information to be considered Confidential Information, the Disclosing Party shall make reasonable efforts to indicate whether it believes information disclosed hereunder should be treated as confidential. The Receiving Party agrees (A) not to use any such Confidential Information for any purpose other than in the performance of its obligations under this Sales Agreement and (B) not to disclose any such Confidential Information, except (1) to its employees who need to know the Confidential Information in connection with the performance of such Party’s obligations herein, and (2) to its agents, lawyers and financial advisers that have a need to know such Confidential Information in connection with the performance of such Party’s obligations herein. If the Receiving Party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority to disclose Confidential Information of the Disclosing Party, the Receiving Party shall inform Disclosing Party as soon as possible in order to allow the Disclosing Party to obtain a restraining or similar order to prohibit disclosure of such information.

For a period of three (3) years following the date of disclosure, the Receiving Party agrees to take all reasonable measures to protect the secrecy and confidentiality of, and avoid disclosure or unauthorized use of, the Disclosing Party’s Confidential Information (which measures shall be at least as protective as measures it takes to protect its own Confidential Information). At Disclosing Party’s request and no later than five (5) days after such request, Receiving Party shall promptly destroy or deliver to Disclosing Party, all materials furnished to Receiving Party and all tangible media of expression in such Recipient’s possession or control to the extent that such tangible media incorporate any of Disclosing Party’s Confidential Information.

5. GENERAL LEGAL DISCLAIMER

All products sold by Paragon Micro are third party products and are subject solely to the warranties of the applicable manufacturers. In purchasing products from Paragon Micro, Customer is relying on the manufacturer’s specifications only and is not relying on any statements, specifications, photographs or other illustrations representing the products that may be provided by Paragon Micro. PARAGO MICRO HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OR COVENANTS, EITHER EXPRESS OR IMPLIED, RELATED TO PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, ACCURACY, OR WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NONINFRINGEMENT. This disclaimer by Paragon Micro in no way affects the terms of manufacturer warranties, if any. Customer expressly waives any claim that it may have against Paragon Micro based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret or other intellectual property rights (each a “Claim”) with respect to any product and also waives any right to indemnification from Paragon Micro against any such Claim made against Customer by a third party.

Paragon Micro warrants that the Services will be performed in a good and workmanlike manner. Customer's sole and exclusive remedy and Paragon Micro 's entire liability with respect to this warranty will be, at the sole option of Paragon Micro, to either (a) use its reasonable commercial efforts to re-perform or cause to be re-performed any Services not in substantial compliance with this warranty or (b) refund amounts paid by Customer related to the portion of the Services not in substantial compliance; provided, in each case, Customer notifies Paragon Micro in writing within 5 business days after performance of the applicable Services. EXCEPT AS SET FORTH HEREIN OR IN ANY SERVICE ORDER THAT EXPRESSLY AMENDS PARAGON MICRO'S WARRANTY, PARAGON MICRO MAKES NO OTHER, AND EXPRESSLY DISCLAIMS ALL OTHER, REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DURABILITY, TITLE, ACCURACY OR NON-INFRINGEMENT ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES.

6. LIMITATION OF LIABILITY

Paragon Micro, its employees, directors, officers, subcontractors or agents 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. Paragon Micro will not be liable for products or services not being available for use or for lost or corrupted data or software. Customer agrees that Paragon Micro’s liability related to any purchase of products or services under this Sales Agreement shall be limited to the amount(s) paid by Customer for the products or services giving rise to the claim.

7. GOVERNING LAW

This Sales Agreement and any sales hereunder shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of laws rules. The Parties hereby irrevocably attorn to the jurisdiction of the courts of the Province of Ontario. The Parties expressly exclude the application of the United Nations convention on Contracts for the International Sale of Goods and any local implementing legislation related thereto.

8. COPYRIGHTS AND TRADEMARKS

Copyright© 2014 Paragon Micro, Inc. All rights reserved. All trade names and trademarks are the properties of their respective owners.

9. SALES BEING EXPORTED OUTSIDE OF CANADA or THE U.S.

For any products being purchased for purposes of export outside of Canada or the United States, Customer must obtain the applicable export permits, documentation, and authorization before exporting. Customer agrees that it will not divert, use, export, or re-export such items contrary to any federal, state or provincial laws in Canada or the United States. Customer further agrees that it will not export, re-export, or provide such items to any entity or person within any country that is subject to Canadian or United States sanctions. Customer also acknowledges that the export of any goods purchased from Paragon Micro are subject to manufacturer warranties that may impose additional restrictions on export. Customer should inquire further with their Paragon Micro Account Executive regarding any questions of product exportation.

10. TITLE AND RISK OF LOSS

Where Paragon Micro selects the carrier for shipment of products purchased from Paragon Micro, title to the products and risk of loss or damage during shipment passes from Paragon Micro to Customer upon delivery to the specified destination. Where Customer selects the carrier for shipment of products purchased from Paragon Micro, title to the products and risk of loss or damage during shipment passes from Paragon Micro to Customer upon delivery to the carrier. The title to software will remain with the applicable licensor(s), and Customer's rights therein are contained in the license agreement between such licensor(s) and Customer.

11. PRICING AND INFORMATION DISCLAIMER

All references to money amounts are to lawful currency of Canada. All pricing is subject to change without notice. For all prices, products and offers, Paragon Micro reserves the right to make adjustments due to changing market conditions, product discontinuation, manufacturer price changes, errors in advertisements and other extenuating circumstances. While Paragon Micro uses reasonable efforts to include accurate and up-to-date information on the Site, Paragon Micro makes no warranties or representations as to the Site’s accuracy. Paragon Micro assumes no liability or responsibility for any errors or omissions in the content on the Site.

12. ORDERS; PAYMENT TERMS; INTEREST; TAXES

Orders are not binding upon Paragon Micro until accepted by Paragon Micro. The terms of payment are within Paragon Micro’s sole discretion. All invoices are due and payable within the time period noted on the invoice, measured from the date of invoice. Paragon Micro may invoice parts of an order separately, at Paragon Micro’s sole discretion. Customer will pay for, and will indemnify and hold Paragon Micro harmless from, any applicable sales, use, goods and services, transaction, excise or similar taxes in respect of any purchase of goods or Services from Paragon Micro. On all cash on delivery orders, Paragon Micro will accept a cashiers cheque or money order. Customer agrees to pay interest on all past-due sums at the highest rate allowed by law, as well as 33.33% of the unpaid balance as a collection fee if past-due sums are turned over to a collection agency. Customer will pay Paragon Micro’s attorney fees, filing fees and court costs concerning the collection of their account. 

13. FREIGHT POLICY

Shipping and handling charges vary on all orders due to weight and destination. Please contact your Paragon Micro account manager for our most current shipping rates. For your protection, we ship only to the verified billing address of Customer’s credit card. International shipping may be available in some circumstances, at the sole discretion of Paragon Micro. No freight credits shall be issued in the event any shipping delays were caused by events unforeseeable to Paragon Micro. The maximum credit for shipping charges on an air package that is delivered late and the delay is caused by Paragon Micro or the carrier is a credit to the next lower shipping level.

14. Miscellaneous

Paragon Micro may assign or subcontract all or any portion of its rights or obligations with respect to the sale of products or the performance of Services or assign the right to receive payments, without Customer's consent.  Customer may not assign this Sale Agreement, a Service Order or any of its rights or obligations herein without the prior written consent of Paragon Micro.  Subject to the restrictions in assignment contained herein, this Sale Agreement will be binding on and enure to the benefit of the Parties and their successors and permitted assigns.  No provision of this Sale Agreement or any Service Order will be deemed waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by both parties. Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights.  If any one of more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect in any jurisdiction, that validity, legality and enforceability of such provision or provisions will not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby. Notices provided under this Sale Agreement will be given in writing and deemed received upon the earlier of actual receipt or if mailed, 72 hours after the time of mailing, or if sent by electronic transmission, within 24 hours after being transmitted. 

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