Terms of Purchase

Zones General Terms and Conditions of Sale

THE TERMS AND CONDITIONS OF SALE ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS IN ANY FORMS DELIVERED BY CUSTOMER ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN.

BY ACCEPTING DELIVERY OF THE PRODUCTS AND SERVICES DESCRIBED IN ZONES INVOICE OR OTHER ZONES DOCUMENTATION, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS OF SALE UNLESS CUSTOMER AND ZONES HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN.

These terms and conditions of sale constitute a binding contract between you ("Customer") and Zones. Customer accepts these terms and conditions of sale by making a purchase or placing an order on the ZonesWebsite (the "Site"). These terms and conditions of sale are subject to change without prior notice, except that the terms and conditions of sale posted on the Site at the time Customer initially places or modifies an order will govern the order in question.

These terms and conditions of sale constitute the entire agreement between Customer and Zones relating to the terms and conditions of sale of products and services on the Site. Customer consents to receiving electronic record, which may be provided via a Web browser or e-mail application connected to the Internet.

Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. Customer agrees that the terms and conditions of sale contained herein and in Zones invoice or other documentation will control. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these terms and conditions of sale or any purchase order or invoice related thereto.

Title and Risk of Loss

The Title to products and risk of loss or damage during shipment passes from Zones to Customer upon receipt by Customer. Notwithstanding the foregoing, 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. Zones retains a security interest in the products until payment in full is received. Customer will be responsible for all shipping and related charges.

Warranties

Customer understands that Zones is not the manufacturer of the products purchased by Customer hereunder and the only warranties offered are those of the manufacturer, not Zones. In purchasing the products, 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 Zones or its affiliates. ZONES AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESSED OR IMPLIED, RELATING TO PRODUCTS SOLD BY THIRD PARTIES OR AFFILIATES OF ZONES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NONINFRINGEMENT. THIS DISCLAIMER DOES NOT AFFECT THE TERMS OF THE MANUFACTURER'S WARRANTY.

Limitation of Liability

NEITHER ZONES NOR ITS AFFILIATES WILL BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTIES. NEITHER ZONES NOR ITS AFFILIATES WILL BE LIABLE FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR LOST OR CORRUPTED DATA OR SOFTWARE OR THE PROVISION OF SERVICES BY THIRD PARTIES.

Zones will not be responsible for any delays in delivery which result from any circumstances beyond its control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency. Anticipated delivery dates are based upon manufacturer supplied information and are subject to change and therefore any shipping dates provided by Zones are estimates only.

Pricing

All pricing is subject to change. Zones reserves the right to make adjustments to pricing, products and service offerings for reasons including, but not limited to changing market conditions, product discontinuation, product unavailability, manufacturer price changes and errors in advertisements. All orders are subject to product availability. Therefore, Zones cannot guarantee that it will be able to fulfill Customer's orders.

Payment

Zones' invoices to Customer shall be due and payable in full within 30 calendar days of Customer's receipt of the invoice unless otherwise specified by another agreement. Zones will bill Customer upon shipment for products and as soon as Zones receives the applicable billing information from the 3rd Party Cloud Services Provider for Cloud Services. Customer is liable to Zones for any usage-based fees charged by the 3rd Party Cloud Services Provider. An invoice is deemed received on the same day that it is emailed or faxed, one day after it is given to an overnight carrier for overnight delivery, postage paid, and three (3) days after it is mailed by U.S. mail, postage paid.

Should the 3rd Party Cloud Services Provider pass through credits related to "down-time, SLA failures, service credits, etc.", Zones' will pass those credits through in full on the next invoice. If Customer disputes any portion of an invoice, Customer agrees to pay the undisputed portion of the invoice and to submit a written claim within seven (7) calendar days of receipt of the invoice documenting the reasons the remaining amount is disputed. After receipt of such claim, Zones will undertake an investigation of the disputed charges, and both Customer and Zones agree to make a best efforts attempt to resolve the dispute. Any failure by Customer to submit a written dispute of charges within seven (7) calendar days of invoice receipt shall be deemed final and binding agreement with all charges on the invoice.

Customer agrees to pay to Zones a finance charge of 1.5% per month on balances for which payment has not been received within thirty (30) calendar days of the invoice receipt date, excluding balances for which Customer has submitted a written dispute in good faith. Customer is liable to Zones for all reasonable fees and expenses, including reasonable attorney's fees, collection agency fees, and other costs that Zones may incur to collect charges rightfully invoiced to Customer by Zones.

All Customer invoices will include taxes where applicable.

Zones may unilaterally change the pricing or terms and conditions related to any Cloud Service with no less than thirty (30) days prior written notice to Customer. In the event that Zones provides such notice, and Customer does not agree with new pricing or terms and conditions, Customer may unilaterally terminate the Cloud Service by written notice to Zones within 30 days of receiving such notice.

Governing Law

THESE TERMS AND CONDITIONS OF SALE AND ANY SALE HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF WASHINGTON, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF ANY ARBITRATION OR LITIGATION WILL BE BROUGHT IN KING COUNTY, WASHINGTON AND CUSTOMER CONSENTS AND SUBMITS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN KING COUNTY, WASHINGTON AND THEREFORE WAIVES THE RIGHT TO CHANGE VENUE.

Force Majeure

Neither Zones nor Customer shall be considered in default or liable for or held responsible for any hindrance, delay or failure in performance hereunder caused in whole or in part by any circumstances beyond its reasonable control, including, without limitation, fires, strikes, floods, unusually severe weather conditions, embargoes, labor disputes, court order, acts or threatened acts of terrorism or sabotage, war, quarantine restrictions, insurrection, riots, accidents, delays of carriers or suppliers, loss of supply or market, delays associated with the delivery, implementation or performance of third parties or their vendors not under the direct or indirect control of the non-performing party, equipment failure, voluntary or mandatory compliance with any governmental act, regulation or request, acts of God or by public enemy, network outages, or transportation delays, provided the non-performing party notifies the other party within fifteen (15) calendar days of the occurrence and includes the anticipated date, which shall be a good faith estimate only, by which the non-performing party believes it will be able to perform, and provided further that the non-performing party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and continues performance hereunder with commercially reasonable dispatch when such causes are removed. The occurrence of a force majeure event will not relieve Customer from any payment obligations so long as Customer has an operating business facility with the capability to cause payment to occur.

Cloud Services

Any terms specific to a particular Could Service offering shall be agreed upon in writing between Customer and Zones and/or directly between Customer and the applicable 3rd Party Cloud Service Provider(s). If required by a 3rd Party Cloud Service Provider, Customer must enter into an agreement with such 3rd Party Cloud Service Provider prior to Zones providing Customer access to such Cloud Services.

1. Customer may order from Zones Cloud Services manufactured, produced and/or delivered, serviced managed, and/or maintained by third parties. Customer agrees that such third parties are and shall be solely responsible for the performance, quality, merchantability and fitness for any general or specific use, and for any and all warranty and indemnity coverage for such goods and services provided to or managed for Customer. Furthermore, Customer agrees that Zones shall not be liable for any direct, indirect, consequential, incidental, special, exemplary, punitive or multiple damages, claims, losses, expenses or fees of any kind associated with or arising from such services or the performance or failures of any kind of such services, whether in contract, tort, strict liability or under any theory of liability, or from the interaction of any such third party goods and services with (i) other third party goods and services, (ii) with Zones' systems, or, (iii) with other Zones' services. Although Zones may assist with procuring, installing, configuring, servicing, managing, returning, and exchanging such goods and services, Customer agrees to pursue all performance, defective product, quality, damage, loss, breach of warranty, breach of contract or other claims related to such goods and services against the third party manufacturers, designers, producers, and providers solely and exclusively, and not against Zones.
   
   ZONES HEREBY EXCLUDES TO THE EXTENT ALLOWED BY APPLICABLE LAW ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.
2. Customer acknowledges that Zones shall have no liability to Customer related to the provision of Cloud Services and that any and all liabilities and indemnification related to the Cloud Services are between Customer and the applicable 3rd Party Cloud Service Provider.
3. Customer acknowledges that some Cloud Services cannot be returned or cancelled once ordered. At the request of Customer, Zones agrees to make commercially reasonable efforts to return goods to their manufacturer or distributor, and Customer agrees to reimburse Zones for any restocking fees for merchandise returned to manufacturers or distributors. However, Customer agrees that Zones is under no obligation whatsoever to take back from Customer any goods or services ordered from Zones, if Zones is unable to return those same goods and services to their manufacturer or distributor. Customer further agrees that where the 3rd Party Cloud Service Provider bills for usage in excess of the subscription amount, that Customer will promptly pay such bills and if any amount is in dispute, will then file a dispute directly with the 3rd Party Cloud Service Provider and notify Zones of such dispute.
4. Customer shall use Cloud Services only in accordance with the applicable 3rd Party Cloud Service Provider's Acceptable Use Policy ("AUP"), Terms of Service, the applicable law, and for lawful purposes. Customer shall not use or permit others to use Cloud Services in a manner, which would violate the AUP or Terms of Service, any federal, state, local or international law or ordinance or infringe any copyrights or trademarks. Once notified of any violation, Customer agrees to cooperate with Zones and 3rd Party Cloud Service Provider and work promptly to cease the activities that have been deemed to be in violation. The applicable AUP and Terms of Service may be provided by Zones or directly by the 3rd Party Cloud Service Provider.
5. Customer may be required to agree to and accept End-User Licensing Agreement terms directly with the 3rd Party Cloud Service Provider.
6. Customer agrees to indemnify, defend, and hold harmless Zones, and its officers, directors, principals, members, managers, employees, subcontractors, agents, representatives, successors and assigns ("The Indemnified Parties") from and against any damage, claim, loss, expense (including reasonable attorneys' fees and damage to any person or property), occurring as a result of (i) Customer's use or inability to use of Cloud Services including but not limited to, claims: (A) for libel, slander, invasion of privacy, identity theft, infringement of copyright, and invasion or alteration of private records or data; (B) for infringement of patents; (C) for security breaches of any kind; (D) breach of the AUP; or (E) based on handling, storage, transmission or possession of information that contains viruses, malware or other destructive code, media or any unlawful content; (ii) Customer's or third parties' reliance on Cloud Services or on information obtained therefrom; (iii) Customer's breach of any software licensing requirements of third parties; or, (iv) Customers' failure to obtain permits, licenses, or consents that Customer may be required to obtain to enable Cloud Services.

Technical Support and Customer Care

We provide the services of our fully staffed Technical Support and Customer Care teams to help you after purchase. If you have any questions about your order, please contact 1-800-248-9948.

Payment Options

Payment by an American Express, MasterCard, Discover, Visa or Optima credit card is accepted with no surcharge. Your credit card is not charged until your order has shipped. If you prefer to pay by check, call a Sales Advisor to process your order and direct your payment. Please allow 10 business days for company and personal checks to clear. Business and Personal checks are accepted up to $2500. Business and Personal cashier's checks are also accepted up to $2500. We accept wire transfers for orders over $2500. Purchase Orders are accepted for corporate, educational and government orders. All checks or Purchase Orders must include a contact person and phone number in order to be processed. A $20.00 administration fee will be charged on all returned checks. Due to the high cost associated with C.O.D. orders, we are no longer accepting that method of payment. We are taking this step to maintain our ability to offer our customers the most competitive prices available. Applicable sales tax will be added to AL, AR, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA, MA, MD, MI, MN, MO, MS, NC, NE, NJ, NM, NV, NY, OH, OK, PA, SC, TN, TX, UT, VA, WA, WI, WV, WY and Washington DC orders. Canadian orders will be charged GST.

Return Policy

Zones LLC is committed to providing the technology products and services that best fit our customers' needs. In the event of a product return, please consult the following returns policy. Zones accepts product returns based on the original manufacturer's policy.

• Requests for returns will be accepted up to 14 days from the invoice date.
• Please note: Some products are non-returnable to our suppliers, in which case you will need to contact the manufacturer directly.
• Consult your Sales Advisor to receive a Return Authorization Number (RMA) before returning any product to verify returnable status.
• No returns will be accepted without a Return Material Authorization number. Please have the following information ready when requesting an RMA number: invoice number, serial number for items to be returned, reason for return, and whether item packaging has been opened.
• All products must be received by our Returns Processing Center within 10 days of receiving RMA. Items received after 10 days will be refused.
• Products shipped to Zones without an RMA number may be returned to you with no credit issued.

All Returns

• All RMA numbers must appear on the shipping label(s) we provide.
• Please do not mark on the outside of the box.
• All items must be returned with original packaging, including all warranty cards, manuals, cables, accessories, components, etc. A 50% restock fee will be charged to returns that do not include all of the original components.
  
  Products shipped to Zones without original packaging may be returned to you with no credit issued.
• Please note: When returning product, it is highly suggested to use a traceable shipping method (FedEx, UPS, etc.).

Defective/DOA

• All products are covered by a manufacturer warranty against defects. Certain manufacturers may require you to contact those manufacturers directly to repair or replace products under their warranty or to obtain a case # in order to process a return back to the supplier.
• RMA numbers can be requested up to 14 days from the invoice date. After 14 days from your invoice date, you might be required to contact the manufacturer directly to repair or replace their product.
• Replacement product orders will not be shipped until the original item has been returned, received and inspected. Once the item has been confirmed defective, the replacement will be shipped. If the defective item is being returned for credit, the credit will not be issued until the item has been inspected and confirmed defective. We can, however, ship new product with a secure payment and issue credit once the returned product has been processed.
• Shipping and handling charges are not refundable.

Please be sure to ask your Sales Advisor about our extended support contract and specific return conditions before your purchase.

Unopened product

• If the manufacturer's factory seal is intact you may return an unopened product for exchange or credit within 14 days from the invoice date.
• Returns requested after 14 days from the invoice date will be subject to a minimum 15% restocking fee (a minimum 30% restocking fee will be charged if the product has been opened).

Damaged in transit

• All items are inspected prior to shipment.
• When a damaged item is accepted, the damage must be noted on the carrier delivery record prior to the driver leaving the premises.
• Please retain all original packaging and products and contact Zones LLC customer support or your dedicated Sales Advisor immediately to report the damage so that a damage claim can be initiated.
• Please have the following information ready when contacting Zones LLC: Tracking number, was shipment signed for as being damaged, serial numbers for serialized products, type of damage(outer shipping box, manufacturer box, or product itself), and pictures of damage.
• Note: If the order was shipped using the Customer's freight account, Zones will not be responsible for loss or damage. The Customer will need to file a lost/damage claim with their carrier.

Following these guidelines will help to avoid unnecessary delays in returns or replacement of damaged items. If customer does not follow these guidelines, it will be considered that the item has been accepted.

Software

Only unopened packaged software is returnable up to 14 days from the invoice date. All other software is non-returnable.

The customer is responsible for all warehouse service related charges, shipping charges (originating and returning), and insurance on all return shipments unless it's due to a Zones/supplier error.

Any deviation from the return policy outlined above will result in a delay of your refund, additional restocking fees, or refusal of your return.