Unless there is an agreement in place between Lenovo and Customer, this Agreement, including associated warranty statements, license agreements, and any applicable attachments, is the sole and complete agreement between Customer and Lenovo regarding the Products or Services purchased hereunder. Any additional or different terms in any order or communication from Customer shall not be binding on Lenovo unless signed by an authorized representative of Lenovo.
Customer accepts the terms of this Agreement by clicking to accept these terms when ordering online or, when ordering by any other means, by opening the package containing the product. A Product or Service becomes subject to this Agreement when Lenovo accepts Customer’s order by shipping the hardware Product or making the software Product available to Customer; or providing the Service. Confirmation of receipt of Customer’s order shall not mean Lenovo has accepted Customer’s order.
1. Definitions
1.1 Product shall mean any Lenovo branded or third party hardware or software that Lenovo provides to Customer under this Agreement. Hardware products include computers and accessories. Software products include computer software programs (whether pre-loaded or provided separately) and related licensed materials such as documentation.
1.2 Service is the performance of a task; provision of advice or assistance; or access to a resource such as access to an information data base that Lenovo makes available to Customer.
2. Prices and Payment
2.1 Except for credit or debit card transactions, or if not paid in advance of shipment, payment is due upon receipt of invoice. Any amounts not received by Lenovo within thirty (30) days of receipt of invoice shall be overdue. Customer shall pay a late payment fee of the lesser of one and one half (1.5%) percent per month or the maximum rate permitted by law on the undisputed overdue balance of the invoice amount. Customer shall pay any applicable sales, use or similar taxes, fees or duties unless Customer provides exemption documentation to Lenovo. Customer is responsible for taxes, if any, on Products from the date Lenovo ships them to Customer or on Services, on the date the Services are provided by Lenovo. No other discounts, quantity entitlements, or promotions apply unless agreed in writing by Lenovo. Delivery charges, if applicable, will be as specified in an invoice.
2.2 If Lenovo makes an error in pricing information, Lenovo may nevertheless refuse or cancel an order placed for a Product or Service quoted at such price, even if Lenovo has confirmed the receipt of Customer’s order or charged Customer’s credit or debit card. If Lenovo has charged Customer’s credit or debit card, Lenovo will promptly issue a credit to Customer’s credit or debit card account in the amount of the charge.
3. Electronically Delivered Software Products.
In the case of electronically delivered software Products, Customer will receive an email with an activation key and download link. Customer shall be responsible for downloading the software Product and bear risk of loss relating thereto, including the failure of a computer, hard drive, or internet connection. Internet or other connection charges in connection with the download, access, and use of the software Product shall be Customer’s responsibility.
4. Returns
If Lenovo makes an error in fulfilling Customer’s order, Customer may return or exchange a Product in its sealed, unopened package to Lenovo for a refund or credit. Customers may only return the entire Product or all such Products for a refund or credit. Returns allowed for any other reason will be subject to a restocking fee in the amount of 15% of the price paid. All returns must be initiated within 21 days of the invoice date. Partial refunds or credits for Products, including installation of software Product options; or quantities of Products that are not separately priced, are not available to Customers. In order to return a Product, Customer must contact Lenovo to obtain an RMA (Return Merchandise Authorization). Any authorized return must include the Product and all accessories in their sealed, unopened packaging, along with all documentation (including invoice, RMA and original shipping label). It must be received at the Lenovo National Return Center within ten (10) days of issuance of the RMA. Returns on any other basis may be refused by Lenovo. Customer assumes risk of loss and damage for Products returned without an RMA.
If Customer acquired a software Product separate from a hardware Product and paid a software license fee, but does not agree to the terms of the software license, Customer may return the software Product within 21 days of the date of invoice and receive a refund or credit in the amount of the fee. Media-based software Product must be returned in its unopened, sealed package. For return of an electronically delivered software Product, Customer shall provide a letter of destruction to Lenovo, in a form provided by Lenovo, confirming that the software Product has been uninstalled and destroyed.
5. Warranties
5.1 Lenovo hardware Products are warranted in accordance with the Lenovo Limited Warranty accompanying each Lenovo hardware Product or as found at http://support.lenovo.com/us/en/warrantylookup/warrantypolicy_pc#solw
5.2 LENOVO MAKES NO WARRANTIES FOR SOFTWARE, SERVICE, SUPPORT OR THIRD PARTY PRODUCTS. SUCH SOFTWARE, SERVICE, SUPPORT AND PRODUCTS ARE PROVIDED “AS IS”, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. SOME STATES DO NOT ALLOW LIMITATIONS OF WARRANTIES, SO THESE LIMITATIONS MAY NOT APPLY TO CUSTOMER. THIRD PARTY PROVIDERS OF SOFTWARE, SERVICES, PRODUCTS AND SUPPORT MAY PROVIDE WARRANTIES TO CUSTOMER.
6. Title and Risk of Loss
6.1 Title to hardware Products shall pass to Customer upon shipment by Lenovo. Lenovo may reserve a purchase money security interest in a hardware Product until Lenovo receives payment of all the amounts due. Lenovo does not transfer title to software Products.
6.2 Lenovo bears the risk of loss for hardware Products until they are delivered to the location specified in Customer’s order. Customer assumes risk of loss after delivery to the specified location.
7. General
7.1 Customer Information. Lenovo and its affiliates may store, use and process contact information and other information about Customer, including name, phone numbers, addresses, and e-mail addresses, necessary to perform under this Agreement, including but not limited to warranty service. Such information will be processed and used in connection with this Agreement and the Products or Services. It may be transferred by Lenovo to any country where Lenovo does business; and may be provided to entities acting on Lenovo’s behalf in relation to this Agreement and the Products or Services. Lenovo may also disclose such information where required by law.
7.2 LIMITATION OF LIABILITY. IN ANY ACTION UNDER OR RELATED TO THIS AGREEMENT, LENOVO SHALL NOT BE LIABLE TO CUSTOMER FOR ANY OF THE FOLLOWING EVEN IF INFORMED OF THEIR POSSIBILITY OR NOT AND WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE: 1) THIRD-PARTY CLAIMS FOR DAMAGES; 2) LOSS OF, OR DAMAGE TO, DATA; 3) SPECIAL, INCIDENTIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES; OR 4) LOSS OF PROFITS, BUSINESS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS. AS SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SOME DAMAGES, THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO THIS AGREEMENT. EXCEPT FOR BODILY INJURY (INCLUDING DEATH) AND DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY, LENOVO SHALL NOT BE LIABLE FOR MORE THAN THE AMOUNT OF ACTUAL DIRECT DAMAGES SUFFERED BY CUSTOMER, UP TO THE AMOUNT CUSTOMER PAID FOR THE PRODUCT OR SERVICE.
7.3 Force Majeure. Lenovo shall not be liable to Customer for any failure or delay in the performance of its obligations hereunder, to the extent such failure or delay is caused by fire, flood, earthquakes, other elements of nature; acts of war; terrorism, riots, civil disorders, rebellions or revolutions; epidemics, communication line or power failures; governmental laws, court orders or regulations; or any other cause beyond the reasonable control of Lenovo.
7.4 Product Changes. Lenovo may change or discontinue Products at any time. In such event, Lenovo may fulfill Customer’s order with a Product that has the functionality and performance as the Product ordered by Customer.
7.5 Export. All Products purchased under this Agreement are only for use in the United States and are subject to the export regulations of the United States. Customer shall comply with United States export regulations.
7.6 Governing Law. This Agreement and all orders issued hereunder shall be governed by the laws of the State of New York, without regard to its conflict of law principles. Neither party may bring an action arising out of or related to this Sales Agreement more than two years after the cause of action arose.