Terms & Conditions

1. GENERAL

1.1 Contract Terms. These Terms and Conditions constitute an integral part of any offer made by LEM Computers, Inc.. (LEM Computers) to sell goods. Any additional or different terms or conditions proposed by Purchaser are hereby declined.

1.2 Acceptance. No order by Purchaser, regardless of whether a deposit has been accepted, shall be binding upon LEM Computers until a credit review has been completed and the order has been accepted by an authorized representative of LEM Computers.

1.3 Modification. This agreement may not be changed, modified, or amended, except in writing signed by authorized representatives of the parties.

1.4 Assignment. Purchaser shall not assign this order, any interest therein, or any rights there under without prior written consent of LEM Computers.

2. PRICES

2.1 Quotations. Unless otherwise stated, all prices quoted by LEM Computers are based on U.S. dollars FOB shipping point, including domestic packaging, and are subject to change.

2.2 Transportation and Insurance. Transportation and insurance shall be provided by common carrier, at Purchaser's risk and expense with the charges there for added to the quoted prices, unless otherwise specified in writing.

2.3 Delay in Acceptance of Delivery. Should the delivery date be postponed by Purchaser. LEM Computers shall have the right to adjust the prices of the undelivered goods to current LEM Computers prices at the time of shipment.

2.4 Escalation. Unless otherwise agreed in writing, except for those goods to be delivered within three (3) days of LEM Computer's acceptance of Purchaser's order. LEM Computers reserves the right to increase its prices to those in effect at the time of shipment.

3. TAXES

Any sales, use of manufacturer's tax which may be imposed upon the sale or use of goods, or any property tax levied after readiness to ship, or any excise tax, license or similar fee required under this transaction, shall be paid by Purchaser in addition to the quoted prices. If Purchaser is exempt from any taxes, purchaser shall furnish to LEM Computers a tax exemption certificate acceptable to the taxing authority.

4. TERMS OF PAYMENT

4.1 Due Date. Unless otherwise agreed, terms are cash on delivery upon receipt of goods. All charges are payable in U.S. dollars.

4.2 Late Payment. A service charge of one and one-half percent (1.5%) per month, not to exceed the maximum rate allowed by law, shall be made on any portion of Purchaser's outstanding balance, which is not paid within thirty days after the due date.

5. DELIVERY, RISK OF LOSS, AND SHIPMENT

5.1 Delivery Date. Delivery and completion schedules are approximate only and are based on conditions at the time of acceptance of Purchaser's order.

5.2 Risk of Loss. Unless otherwise agreed in writing, delivery shall be complete upon transfer of possession to common carrier, FOB shipping point, where upon all risk of loss, damage or destruction to the goods shall pass to Purchaser.

5.3 Shipment. In the absence of a written agreement to the contrary, the means of shipment will be at the discretion of LEM Computers. LEM Computers reserves the right to make partial shipments and to submit invoices for partial shipments.

6. CHANGES AND CANCELLATIONS

Orders accepted by LEM Computers are not subject to change or cancellation by Purchaser except with LEM Computer's written consent. In the event of change or cancellation of an order for any reason, and without limiting any other remedy which LEM Computers may have as a result of such change or cancellation under the Uniform Commercial Code then in effect in the state in which LEM Computers is located. Purchaser shall pay LEM Computers a fifteen percent (15%) cancellation or restocking charge to cover the cost of loss incurred by LEM Computers.

7. FORCE MAJEURE

LEM Computers will make very effort to complete shipment, and installation where indicated, but it shall not be liable for any loss or damage, or for delay of a delivery or inability to install, arising out of causes beyond its reasonable control, including, but not limited to fire, acts of government or compliance with any governmental rules or regulations.

8. RETURN POLICY

8.1 Approval must be obtained from LEM Computers prior to return of any goods. All goods returned without a LEM Computers Return Material Authorization (RMA) number will be refused.

8.2 In case of incorrect shipments, missing parts or goods that are damaged during the shipment. LEM Computers must be informed in writing within twenty-four (24) hours after receipt of goods.

8.3 To obtain credit for returned goods. Purchaser must obtain an RMA number within seven (7) days of the invoice date. The returned goods must be in a resale condition upon receipt by LEM Computers.

8.4 LEM Computers will not accept items that have been physically damaged or misused. Over clocking or improper installation of CPU fans will cause CPUs to chip or burn. All chipped and burnt CPUs are considered physically damaged and are not eligible for replacement or refund.

8.5 Shipping Charges are the responsibility of the Purchaser and will not be refunded. All related fees (shipping & return shipping fees) are NON-REFUNDABLE for all products in all cases.

8.6 15% restocking fee applies to all refunds.

9. WARRANTY

9.1 Unless otherwise agreed in writing. Product warranties, are provided by the manufacturer of the Product.

9.2 No warranty extended by LEM Computers shall apply to any goods which have been modified or altered by persons other than LEM Computer's authorized personnel, to goods that are defective due to misuse, neglect , improper installation, soldering or accident, or to goods sold as "used". LEM Computer's obligation under this warranty is limited to the repair or replacement at LEM Computer's option, of defective parts or goods, freight prepaid by sender to LEM Computer's facility. LEM Computers reserves the right in installment contracts to grant credit for the value of the goods found to be defective under the terms of the warranty.

9.3 This warranty is made on the express conditions that (1) immediate written notice of any defect be given to LEM Computers (within 30 Days of Purchase) and (2) LEM Computer's inspection reveals that Purchaser's claim is valid under the terms of the warranty. No returns will be accepted by LEM Computers unless accompanied by a LEM Computers Return Material Authorization (RMA) number.

9.4 LEM Computers shall have the right to change the design, dimensions, weight and specifications of the goods when necessary, provided that such change does not impair the performance or function of the goods or their utility to Purchaser. LEM Computers MAKES NO WARRANTY OTHER THAN SET FORTH HEREIN (OR WHICH MAY BE PROVIDED IN A SUPPLEMENTARY OR SEPARATE WARRANTY FURNISHED BY THE LEM Computers DIVISION RESPONSIBLE FOR THE SALE). LEM Computer's WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES. EXPRESSED OR IMPLIED INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AND THUS CONSTITUTES THE ONLY WARRANTY MADE WITH RESPECT TO THE DELIVERED GOODS.

10. LIMITATIONS OF LIABILITY

In no event shall LEM Computers be liable for any loss of use, revenue, profit, custom, or for any direct, indirect, consequential or punitive damages, arising out of, connected with, or resulting from the sale or use of the goods furnish hereunder.

11. INSTALLATION

Unless otherwise stated in writing the goods furnished hereunder shall be installed by and at the expense of Purchaser. In the event that any installation is to be performed by LEM Computers. Purchaser shall be responsible for securing all requisite governmental permits, as well as complying with all local union rules and building codes.

12. PATENT, TRADEMARK, AND OTHER INFRINGEMENT CLAIMS

12.1 Should Purchaser receive a claim that any goods furnished hereunder, or parts thereof. infringe upon the rights of others. Purchase shall notify LEM Computers immediately in writing, and

(a) Purchaser shall give LEM Computers information, assistance, cooperation and exclusive authority to evaluate, defend or settle such claims:

(b) LEM Computers shall then, at its option, defend or settle such claims, procure for Purchaser the right to use the product, remove or modify it to avoid infringement or remove the goods and refund the purchase price less reasonable depreciation: However,

(c) Should claim be made that any goods sold hereunder, or parts thereof, which were made by LEM Computers pursuant to drawings or specifications furnished by Purchaser in fringe upon the rights of others. Purchaser shall indemnify and hold LEM Computers harmless against any liability or expense, including reasonable attorney's fees incurred by LEM Computers in connection therewith.

12.2 Any product or part not manufactured by LEM Computers which is part of or has been incorporated in the goods sold hereunder is furnished subject to the manufacturer's patent and/or warranties, if any, and without warranties expressed or implied by LEM Computers.

13. DISCLOSURE

Any drawings, data, designs, software programs ,system designs or other technical information supplied by LEM Computers to Purchaser in connection with the sale of goods shall remain LEM Computer's property and be held in confidence by Purchaser. Such information shall not be reproduced or disclosed to others without LEM Computer's prior written consent.

14. EXPORT

The goods furnished hereunder may be subject to U.S. Government export controls. Diversions contrary to U.S. Law may be prohibited. Export may require validated export license.

15. GOVERNING LAW

The rights and obligations of the parties under this agreement shall be governed by the law of the state where LEM Computers is located.

16. DISPUTES

16.1 All disputes arising under the provisions of this, or any, contract which are not otherwise resolved between LEM Computers and Purchaser shall be resolved in a court of competent jurisdiction in the location of LEM Computer's place of business and in no other place: provided, however, that in LEM Computer's sole discretion such action may be heard in some other location in order to acquire jurisdiction over a third party whose involvement is reasonably required to achieve a complete resolution of the dispute.

16.2 In the event that legal action is taken by LEM Computers. Purchaser shall be liable for LEM Computer's attorney's fees and all other costs deemed reasonably incurred by LEM Computers.

16.3 No action, regardless of form, arising out of, or in any way connected with, the goods furnished or services rendered by LEM Computers, may be brought by Purchaser, its successors, assignees, or subrogates, more than one (1) year after the date of this invoice.