In General

Welcome to DistroDirect, LLC, d/b/a DistroDirect (“DistroDirect”), and its web site located at http://www.distrodirect.com (the “Web Site”). Thank you for inquiring into the terms and conditions applicable to the submission and filling of any order obtainable from the Web Site and/or DistroDirect.

PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, INCLUDING LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU.

These terms and conditions apply to the purchase and sale of products and services through DistroDirect or made available through the Web Site. By placing an order for such products and services, you agree to be bound by and accept these terms and conditions. If you do not agree to these terms and conditions, you should not obtain products or services from this site or other material provided to you by DistroDirect.

These terms and conditions are subject to change by DistroDirect without prior written notice at any time, in DistroDirect’s sole discretion. The latest version of the terms and conditions will be posted on this Web Site, and you should review these terms and conditions prior to purchasing any product and services that are available through this Web Site or other material provided to you by DistroDirect.

You should also consult the Web Site Terms of Use that apply generally to the use of DistroDirect’s Web Site, as well as DistroDirect’s Privacy Policy, before placing an order for goods or services through this site or other material provided to you by DistroDirect.

Order Acceptance and Cancellation

Your receipt of an electronic or other form of order confirmation does not signify DistroDirect’s acceptance of your order, nor does it constitute confirmation of any offer to sell by DistroDirect. DistroDirect reserves the right at any time after receipt of your order to accept, decline, or limit your order for any reason, whether or not your credit card has been charged. If your credit card has been charged and your order is canceled you will receive a prompt refund credit to your account. DistroDirect reserves the right at any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item.

Once a written order has been placed, it cannot be canceled unless the shipment is unavoidably delayed. In this case, DistroDirect will do its best to cancel the order if requested.

DistroDirect does not accept orders from dealers, exporters, wholesalers, or other customers who intend to resell the products and services that are or may be offered on DistroDirect’s Web Site.

DistroDirect makes every effort to maintain the availability of the Web Site. However, should DistroDirect experience technical difficulties, it is not responsible for orders that are not processed or accepted.

Payment Terms and Sale Taxes

Terms of payment are within DistroDirect’s sole discretion and, unless otherwise agreed by DistroDirect in writing, DistroDirect must receive payment prior to its acceptance of any order.

DistroDirect accepts the following major credit cards for payment of orders: American Express, Discover, MasterCard, and VISA. Credit cards must be billed to institutions in the U.S.A. only. All payments must be in United States dollars. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) charges incurred by you will be honored by your credit card company, and (iii) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any. Current billing address and phone information must be included with every order. You agree to pay interest on all past-due sums at the highest rate allowed by law. DistroDirect uses a third party vendor for the processing of credit card payments.

DistroDirect also accepts purchase orders from government entities. Please contact us directly via e-mail or phone Ph: (703) 231-1046 for further details.

Sales tax will automatically be charged for the Commonwealth of Virginia (VA) and the state of California (CA) based on delivery location. For all other states, customers are responsible for self-assessing and remitting all appropriate taxes in accordance with applicable state law.

Virginia (VA) and California (CA) tax exempt organizations must provide a copy of their exemption certificate to DistroDirect prior to, or as part of, submitting any order. Certificates may be faxed to: DistroDirect, “ATTN: Tax,” at 888.291.6591.

If any tax-free designation is used in any manner that would not exempt the sale from tax, you shall be responsible for paying any tax due directly to the proper taxing authority as applicable state law may provide.

Charges for shipping and handling will be made in accordance with DistroDirect’s then-current shipping policies, as described below.

Changes in Products and Pricing

DistroDirect is constantly updating and revising its offerings of products and services, and it may discontinue products and services at any time without notice. To the extent that DistroDirect provides information on availability of products or services, you should not rely on such information, and DistroDirect will not be liable for any lack of availability of products or services that you may order through or on account of the Web Site from DistroDirect and/or any other material provided to you by DistroDirect including but not limited to any catalog or flyer.

All prices are exclusive of sales, use, excise and value-added taxes, any license fees, document fees, or assessments with respect to the sale, handling and delivery of the products. You will be responsible for paying all such taxes, assessments and charges, unless otherwise indicated in writing.

All pricing for the products and services available on DistroDirect’s Web Site is subject to change. For all of our prices and products, DistroDirect reserves the right to make adjustments due to changing market conditions, product discontinuation, manufacturer price changes, errors in advertisements, including, but not limited to, errors in price and quantity, and other extenuating circumstances, whether appearing in any document, webpage, or electronic or other transmission with respect to any products or services. DistroDirect also reserves the right to adjust its prices at any time to reflect corresponding supplier price increases for the same or substantially similar products or any other increases in DistroDirect’s costs or for any supplemental handling, freight, or restocking charges.

Shipping

DistroDirect currently ships to United States addresses only and with some exceptions. DistroDirect at this time does not ship to the following states and/or territories: Alaska, Guam, Hawaii, Puerto Rico, and the US Virgin Islands. Limitations apply for orders shipped to Military APO/FPO addresses; please call us in connection with any such orders.

We generally endeavor to place any order received before 1:00 p.m. in your local time zone for shipment on the same day, but we cannot guarantee same day shipment. Orders that are confirmed to have been shipped generally should arrive within approximately three (3) business days. Any delivery date of the products sold by DistroDirect is approximate, provided solely for your convenience, and not binding on DistroDirect.

Orders are generally shipped via UPS unless the order exceeds requirements as determined by UPS. Such orders that do not meet UPS requirements are shipped via common carrier. In general, deliveries from both UPS and common carrier will be made at the doorstep only. If your order is delivered via common carrier, an additional fee is required for inside delivery.

Please note the shipping time frame may vary from item to item. The shipping time frame is contingent upon credit card approval and may be delayed should we experience difficulties in obtaining authorization.

Some items will be shipped directly to you from the manufacturer. Allow extra time for delivery of such items.

Product prices do not include freight and handling. Freight and handling will be billed separately. All shipping prices are quoted in United States dollars. No C.O.D. orders can be accepted.

DistroDirect reserves the right for deliveries to be made in installments. Delay in delivery of one or more installments will not entitle you to cancellation of other installments.

DistroDirect will notify you if any item(s) in an order are out of stock within three (3) business days of DistroDirect’s acceptance of the order. DistroDirect will also provide an estimated date that any such item is expected to return to stock. Estimated time of arrival dates are subject to change based on revised manufacturer’s shipping information. If a particular item in your order is out of stock, you will have the option of placing the order for the remaining items in the order. Please note that when out-of-stock items that you elect to purchase return to stock, they will be ordered according to prevailing prices at time of actual shipment.

These shipping terms are accepted by you by placing an order with us.

Advertising Disclaimer and Trademarks

The descriptions of products and services that are posted on the Web Site are the representations of DistroDirect’s suppliers. We are not responsible for the accuracy of such descriptions, nor are we responsible for typographical, pricing, product information, advertising or shipping errors.

In the event that a product or service is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information received from our suppliers, DistroDirect shall have the right to refuse or cancel any orders placed for products or services listed at the incorrect price. DistroDirect shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, DistroDirect will take steps to immediately issue a credit to your credit card account in the amount of the charge.

All trademarks and registered trademarks relating to products and services available through the Web Site are the sole property of their respective owners. Photographs are courtesy of the respective manufacturers.

DISCLAIMER OF WARRANTIES

DISTRODIRECT IS NOT THE MANUFACTURER OF ANY OF THE PRODUCTS ADVERTISED OR DISPLAYED ON THE WEB SITE OR OTHERWISE.

ALL PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THIS WEB SITE ARE PROVIDED “AS IS” AND ONLY ON AN “AS AVAILABLE” BASIS.

DISTRODIRECT HEREBY EXPRESSLY DISCLAIMS ANY EXPRESS AND IMPLIED WARRANTIES OF ANY KIND, AND ALL PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THIS WEB SITE ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT THE PRODUCTS AND SERVICES AVAILABLE ON THIS SITE WILL MEET YOUR REQUIREMENTS; THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS OR SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE; OR THE QUALITY OF ANY PRODUCTS OR SERVICES WILL MEET YOUR EXPECTATIONS.

CERTAIN JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOUR PURCHASE OF PRODUCTS AND SERVICES. PLEASE SEE THE PROVISIONS AS TO GOVERNING LAW FOR ANY PURCHASE FROM OR SALE THROUGH DISTRODIRECT.

LIMITATION OF LIABILITY

DISTRODIRECT SHALL NOT BE LIABLE BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS AND SERVICES THAT ARE NOT AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. IN NO EVENT SHALL DISTRODIRECT, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, THEIR SUCCESSORS, HEIRS, PERSONAL REPRESENTATIVES, AND/OR ASSIGNS OF SAME HAVE ANY OBLIGATIONS OR LIABILITIES TO YOU OR ANY OTHER PERSON FOR LOSS OF PROFITS, FOR LOSS OF BUSINESS OR USE, OR FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF YOU HAVE ADVISED US OF THE POSSIBILITY THEREOF, ARISING OUT OF, IN CONNECTION WITH, OR RELATED TO THE SALE, DELIVERY, USE, REPAIR OR PERFORMANCE OF THE PRODUCTS AVAILABLE THROUGH THIS SITE. NO EMPLOYEE OR REPRESENTATIVE OF DISTRODIRECT IS AUTHORIZED TO MODIFY THIS LIMITATION.

THE MAXIMUM LIABILITY (AND THE LIABILITY OF ANY OF THE PROVIDERS OF PRODUCTS AND SERVICES AVAILABLE ON THE WEB SITE), FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED, AT DISTRODIRECT’S ELECTION, TO: (1) REFUND OF YOUR PURCHASE PRICE FOR SUCH PRODUCT THAT DOES NOT CONFORM TO THE GOOD SPECIFIED IN YOUR PURCHASE ORDER OR DOES NOT MEET ANY APPLICABLE SPECIFICATION; (2) REPLACEMENT OF SUCH PRODUCT; OR (3) TO THE EXTENT OFFERED BY THE APPLICABLE PRODUCT MANUFACTURER, REPAIR OF SUCH PRODUCT, PROVIDED, HOWEVER, THAT YOU MUST COMPLY WITH DISTRODIRECT’S THEN APPLICABLE RETURN POLICIES AND PROCEDURES. IN NO EVENT SHALL ANY REMEDY AVAILABLE TO YOU EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED FROM DISTRODIRECT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOUR PURCHASE OF PRODUCTS AND SERVICES.

Return Policy

As set forth above, DistroDirect does not offer any warranties with respect to the products and services available through or from the Web Site and/or any other material provided to you by DistroDirect including but not limited to any catalog or flyer. Our attempt to work with you is solely for the sake of maintaining customer satisfaction. In that respect, we have adopted the return policy outlined herein.

DistroDirect will not accept any returns for products that are designated as a “Non-Returnable Item.” A complete listing of non-returnable items can be found at http://www.distrodirect.com.

In addition, some manufacturers do not accept returns of certain items for exchange, replacement or credit FOR ANY REASON, and you should check the information provided with the description of the particular product. Defective merchandise in such cases may be returnable for REPAIR only to the manufacturer directly or to any authorized service center in your area. See the description of the particular product for warranty information as provided by the manufacturer.

Any product that is to be returned subject to these return policies must be in the original boxes and packing materials, contain all manuals, blank warranty and/or registration cards, and other accessories and documentation provided by the manufacturer.

Subject to the foregoing:

Defective or Erroneously Shipped Products. In the event there is any damage to the product that you ordered, or an error occurred in filling your order, such products may be returned within five (5) days of the invoice date, as subject to the terms hereof. DistroDirect only pays shipping for products to be returned if they were shipped to you in error or were damaged prior to delivery. If your order arrives in a damaged condition, please save the merchandise AND the original box and packing it arrived in, so that we may determine the source of the damage upon your return. DistroDirect reserves the right to charge you for shipping if the product returned as damaged is found to have been misused, mishandled, or the subject of maltreatment after delivery.

Returns of Non-Defective, Correctly Filled Orders. In the event you are seeking to return a product because your are not satisfied with the purchase, you may return only any unopened item within fifteen (15) days of the invoice date for, at our discretion, either a full or partial refund (as the case may be), or for credit or exchange. You may return such a product for credit or exchange only if the sealed package containing the product is unopened. You are responsible for shipping charges on such returned items. We strongly recommend that you fully insure your return shipment against loss or damage and that you use a carrier that can provide you with proof of delivery for your protection because DistroDirect shall not be responsible for damage to any such items that you return under this policy. In the event we elect to offer you an exchange for your product, we may, but shall not be obligated to, match your shipping method for any exchange item.

Before attempting to return any product, you must contact DistroDirect, receive authorization for the return, and complete a Return Form. You may contact us via email (info@distrodirect.com) and/or phone to receive a copy of the form.

Privacy and Customer Information

We are committed to protecting your privacy. To make your shopping experience more convenient, we gather information about you. We maintain the privacy of your information using security technologies and adhere to policies that are intended to prevent unauthorized use of your personal information. See our Privacy Policy.

Orders from Minors

A parent or guardian of any individual under the age of eighteen (18) must place any orders in writing with DistroDirect. Any order placed with DistroDirect shall be deemed to be a representation that the ordering party is eighteen (18) years of age or older.

Intellectual Property

If an order covers products that include any software or other intellectual property, such software or other intellectual property is provided by DistroDirect to you subject to all copyright, patent, user-license terms and conditions and/or other intellectual property rights applicable to such products. Nothing herein shall be deemed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by the owner, developer, manufacturer or producer thereof.

Force Majeur

In addition to any other provisions available under law, DistroDirect will not be liable for and shall be excused from any and all liability for non-delivery or delay in delivery of products and services, or impairment in performance resulting, in whole or in part, from factors beyond DistroDirect’s reasonable control in the conduct of its business, including, without limitation, shortages, inability to procure products or supplies through DistroDirect’s regular sources, strikes, war, fire, accident, adverse weather, government act or regulation, inability to secure transportation, slowdowns or other labor disputes or disruptions, and other causes or events beyond its reasonable control, whether or not similar to those which are enumerated herein. DistroDirect’s time for performance of any such obligation shall be extended for the time period of such delay or DistroDirect may, at its option, cancel any order or remaining part thereof without liability by giving notice of such cancellation to Customer.

Governing Law

This Web Site (excluding any linked sites) is controlled by DistroDirect from our offices within the Commonwealth of Virginia, United States of America. It can be accessed from all 50 states of the U.S.A., as well as from other countries around the world. As each of these places has laws that may differ from those of the Commonwealth of Virginia, by accessing this Web Site, both you and DistroDirect agree that the laws of the Commonwealth of Virginia (but without application of the conflicts of law principles thereof) shall govern these Terms and Conditions of Sale, any purchase, sale or other transaction of whatever kind with DistroDirect, and the Web Site. These Terms and Conditions of Sale shall be construed without regard to any presumption or other rule requiring construction against the party drafting the terms and conditions. The United Nations Convention on Contracts for the International Sale of Goods or any amendments, modifications, or protocols thereto shall in no circumstance govern these Terms and Conditions of Sale.

DistroDirect makes no representation that any products and services available through this Web Site are appropriate or available for use in locations outside of the United States of America, and accessing them from territories where such products and services are illegal is prohibited. Those who choose to access this Web Site from other locations do so on their own initiative, at their own risk, and are responsible for compliance with local laws, as applicable.

DISPUTES; ARBITRATION; VENUE; WAIVER OF TRIAL RIGHT; INJUNCTION

EXCEPT FOR CERTAIN INJUNCTIVE RELIEF AS PROVIDED BELOW, ANY AND ALL CLAIMS, DISPUTES OR CONTROVERSIES, WHETHER STATUTORY OR BASED ON COMMON LAW, AT LAW OR IN EQUITY, ARISING OUT OF, IN CONNECTION WITH, AND/OR RELATED TO DISTRODIRECT, ITS WEBSITE, OR ANY TRANSACTION WITH, OR ADVERTISEMENT, DISPLAY, PRODUCT, SERVICE OR INFORMATION FROM, DISTRODIRECT, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, SUCCESSORS, HEIRS, PERSONAL REPRESENTATIVES, AND ASSIGNS OF SAME SHALL BE RESOLVED EXCLUSIVELY BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS RULES AND PROCEDURES THEN IN EFFECT. THIS AGREEMENT SHALL NOT BE CONSTRUED TO PERMIT CLASS-WIDE ARBITRATION OF ANY CLAIM, DISPUTE OR CONTROVERSY. THE DETERMINATION OR AWARD RENDERED THEREIN SHALL BE BINDING AND CONCLUSIVE UPON THE PARTIES. A SINGLE ARBITRATOR SHALL PRESIDE OVER THE ARBITRATION, UNLESS BOTH YOU AND DISTRODIRECT AGREE IN WRITING TO SUBMIT A CLAIM TO MORE THAN ONE ARBITRATOR. THE ARBITRATOR SHALL HAVE THE AUTHORITY TO GRANT ANY RELIEF AUTHORIZED BY LAW AND TO RESOLVE ALL CLAIMS COVERED BY THIS AGREEMENT, INCLUDING ANY ISSUES INVOLVING THE ARBITRABILITY OF A CLAIM OR THE INTERPRETATION AND/OR CONSTRUCTION OF THIS AGREEMENT OR THIS PROVISION, THE RESOLUTION OF WHICH SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT. INFORMATION MAY BE OBTAINED AND FORMS MAY BE FILED ELECTRONICALLY AT WWW.ADR.ORG OR AT ANY OFFICE OF THE AMERICAN ARBITRATION ASSOCIATION OR BY MAIL AT 2200 CENTURY PARKWAY, SUITE 300, ATLANTA, GEORGIA 30345. ANY ARBITRATION HEARING SHALL TAKE PLACE IN FAIRFAX COUNTY, VIRGINIA. YOU AND DISTRODIRECT EXPRESSLY AGREE TO WAIVE ANY RIGHT TO TRIAL BY JUDGE OR JURY. YOU AND DISTRODIRECT SHALL INITIALLY BEAR YOUR OWN FILING AND ADMINISTRATIVE FEES IN ARBITRATION. THE PARTY TO SUBSTANTIALLY PREVAIL IN THE ARBITRATION SHALL BE ENTITLED TO ITS REASONABLE ATTORNEY’S FEES AND COSTS INCURRED. ANY ARBITRATION AWARD SHALL BE ENFORCEABLE IN ANY COURT OF COMPETENT JURISDICTION. IF YOU ARE A BUSINESS OR A LIMITED LIABILITY ENTITY, THE COMMERCIAL RULES OF THE AAA THEN IN FORCE SHALL APPLY TO THE ARBITRATION.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN THE EVENT THAT ANY ACT OR OMISSION BY YOU COULD CONSTITUTE IRREPARABLE HARM OR INJURY TO THIS WEB SITE OR DISTRODIRECT, DISTRODIRECT MAY SEEK INJUNCTIVE RELIEF AGAINST YOU IN COURT. IN SUCH A CASE, YOU HEREBY AGREE TO ACCEPT AND SUBMIT TO THE PERSONAL JURISDICTION OF THE FAIRFAX COUNTY CIRCUIT COURT, VIRGINIA.

Direct Communication and Action with Credit Card Holder

Nothing in these Terms and Conditions of Sale shall be construed or interpreted to prohibit or otherwise preempt—and DistroDirect may initiate, maintain, and pursue—any communication, arrangement, or accommodation with your credit card issuer or account holder that may be commercially reasonable or customary as it pertains to any disputed credit charge, refund or transaction.

STATUTE OF LIMITATION

ANY CLAIM OR CAUSE OF ACTION BROUGHT BY YOU AGAINST DISTRODIRECT, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, SUCCESSORS, HEIRS, PERSONAL REPRESENTATIVES, AND ASSIGNS OF SAME MUST BE INSTITUTED NOT LATER THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES OR BE DEEMED FOREVER WAIVED AND BARRED.

Severability

If any provision herein shall be deemed void, unlawful, or otherwise unenforceable for any reason, that provision will be severed to give full force and effect to the remaining provisions hereof.

No Waiver

The failure of any party hereto to seek redress for violation of or to insist upon the strict performance of any covenant or condition of these Terms and Conditions of Sale shall not prevent the party from seeking redress for any such violation or any similar future violation.

Successors and Assigns

All covenants and provisions of these Terms and Conditions of Sale shall inure to the benefit of, and be binding upon, you and DistroDirect and our respective successors.

Entire Agreement

These Terms and Conditions of Sale govern any order that you submit to DistroDirect. These Terms and Conditions of Sale constitute the entire agreement and understanding you may have with DistroDirect. These Terms and Conditions of Sale may not be altered, supplemented, or amended by the use of any other documents. Any attempt to alter, supplement, or amend this document or to enter an order for products or services that purport to be subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and a Member and Manager of DistroDirect that is both intended to be and designated as a formal amendment hereof.