These Terms and Conditions of Sale (“Agreement”) contain the terms and conditions that apply to every order, purchase, receipt, delivery, or use of any products or services from Freedom USA, Inc., dba AVADirect.com or any of its subsidiaries or affiliates (collectively “AVADirect”). When you purchase any good(s) or service(s) through the AVADirect website or check the box indicating you agree to be bound by the terms and conditions of this Agreement, or execute AVADirect’s payment authorization form, you accept, and agree to be bound by, these terms and conditions. You also agree to be bound by these terms and conditions if you order products via email, telephone, or the issuance of a purchase order, and such order is accepted by AVADirect. Any attempt to alter, supplement, or amend this Agreement or to enter an order for products(s) or service(s) that is subject to altered or additional terms and conditions will be null and void, unless otherwise agreed to in writing signed by both you and AVADirect. AVADirect reserves the right to modify these terms and conditions from time to time without notice in our sole discretion, any such changes are effective immediately upon posting the AVADirect website. Any different or additional terms proposed by you are expressly rejected by AVADirect.
- "We", "us" and/or "our" means Freedom USA, Inc., dba, AVADirect.com or any of its subsidiaries or affiliates (collectively "AVADirect").
- "You", "Your" and/or "Customer" means the individual(s) or entity/entities identified on the Order Confirmation.
- "Custom built product(s)" means all products that were assembled by AVADirect from third party components whether or not such components were modified by AVADirect.
- "Product(s)" include(s) "service(s)".
2. Payment Terms, Orders, Quotations
Advertised prices are in US Dollars and, unless otherwise noted, exclude shipping, handling, and any taxes, customs, or import/export fees that may be imposed by the governmental authority of the jurisdiction in which you reside and/or work. Until full payment is received, your order is not binding on us, and any price quotation from AVADirect is subject to change at any time without notice. We reserve the right to reject or cancel any order or quote at our sole discretion. We reserve the right to prosecute fraud to the full extent of the law including but not limited to credit card fraud and check fraud. AVADirect is not responsible for pricing errors, typographical and other like errors and reserves the right to cancel any orders or quotes resulting from such errors.
Credit/Debit Cards, PayPal:
Due to the unique nature of the above referenced custom built product(s), you specifically authorize us to charge the agreed price (including taxes, fees, shipping costs, or other terms that may apply to your specific purchase) for said product(s) on your PayPal account, Visa card, AMEX card, MasterCard, Discover card, or other credit/debit card, immediately upon placing your order. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND CHARGES (including, e.g., overdraft or other bank fees) AND FOR PROVIDING VALID PAYMENT INFORMATION.
Check, Wire, ACH, Financing:
Payment must be submitted prior to order processing. For ACH or Wire payments, AVADirect will provide the bank information after order submission. Please allow (10) calendar days for payment clearance. You are responsible for all processing fees associated with processing bank-to-bank transactions. Information about Financing can be found here: "Financing".
Net Terms (for approved accounts only):
Shipment of goods pursuant to any purchase orders placed by you does NOT constitute acceptance by AVADirect of any of the terms and conditions of such purchase orders except as to identification and quantity of goods involved.
Net terms are due (30) calendar days from the date of the invoice, unless otherwise specified in writing by AVADirect. If you fail to make timely payment of any amount invoiced by AVADirect, AVADirect shall have the right, in addition to all other rights and remedies available to AVADirect at law or in equity, to immediately revoke any or all credit extended, to delay or cancel future deliveries (including withholding any products being repaired), and/or to reduce or cancel any or all quantity discounts extended to you. You shall pay all costs of collection including reasonable attorneys’ fees. A service charge of the lesser or one and one-half percent (1 ½%) per month or the maximum amount allowed by law will be charged on all past due balances commencing on the date payment is due. Upon your receipt of the products, and until payment is made in full, you hereby grant AVADirect a security interest in such products and authorize AVADirect to file one or more UCC financing statements to evidence the security interest granted herein. If payment for any products or services is not paid within 60 days, then AVADirect, in addition to any rights it may have herein, shall have the rights granted to AVADdirect in connection with such security interest, including the right to repossess the products.
We continually upgrade and revise our products and service offerings. AVADirect may revise and discontinue products at any time without prior notice to its customers. Upon customer’s approval AVADirect may ship a substitute product that has the ordered product(s) functionality and performance, even though it may vary from other aspects of the ordered product. The quoted AVADirect SKU numbers for AVADirect-branded hardware product(s) conform in all material respects with the AVADirect product(s) specifications on the date such product(s) were shipped. Due to custom assembly some components may show minor wear and tear that does not affect the quality and performance of the assembled product.
4. Processing Times
Processing times start when payment is charged, approved, and completed, and do not include in-shipping transit period. We may encounter a defect or compatibility issues with hardware and/or software that the customer selected which may delay order processing. It is our responsibility to maintain direct communication with customer regarding any delays of which we are aware. We are not responsible for lack of communication from a customer which delays order processing. Processing times are estimates only and AVADirect shall not be liable for any delays in processing, nor does AVADirect make any representations or warranties with respect to processing times. For a list of specific processing times refer to "Order Processing Info".
5. Shipping Charges, Title, Risk of Loss
Shipping and handling are additional charges unless otherwise expressly indicated at the time of sale. Shipping dates are best estimates. You shall be responsible for any storage costs incurred by AVADirect to the extent delays in shipping are caused by you (including shipments made in connection with warranty claims). Title to the product(s) passes to you when payment is made in full. Risk of loss passes to you upon delivery of the products to the carrier. AVADirect is not responsible for loss or damage that occurs during shipping from AVADirect to customer. However, we will take reasonable efforts to insure the shipped product and file claims with the insurer and/or the carrier should damage or loss occur. Products are deemed accepted by you unless you notify AVADirect of shortages, damage, or defects within (5) calendar days of delivery. If you receive a shipment containing damaged product(s), or if you receive a shipment containing less than all product(s) you ordered, you must notify AVADirect and make a claim within five (5) calendar days of such receipt. Failure to make a claim in such time period, shall be deemed acceptance of the products as is. After we confirm the validity of such claim, we will (a) in the case of damage or loss of product(s) during transit, file a claim with the insurer and/or the carrier, and (b) in the case of incomplete shipment that is our responsibility, ship the remainder of ordered product(s) to you.
You are solely responsible for reporting, paying, collecting, and remitting any sales tax, use tax, VAT, transaction tax, transfer tax, duty tax, or any other applicable fee or tax that may be assessed on your transaction. You agree to defend, indemnify, and hold AVADirect harmless from and against any and all liabilities, damages, claims, and costs that may result from your failure to properly report, pay, collect, or remit any applicable tax or fee.
You are also solely responsible for understanding and following all relevant state, federal, and international laws and regulations that may apply to your transaction. We strongly encourage AVADirect users to learn about the laws of their own country as well as the countries where they plan to do business, and to hire experts where necessary. You agree to defend, indemnify, and hold AVADirect harmless from and against any and all liabilities, damages, claims, and costs that may result from your failure to comply with any applicable laws or regulations.
7. Order Changes or Cancellation
You can request changes to your order—including the cancellation of specific item purchases—without incurring any additional fee until AVADirect purchases any hardware required for your order or sends you an email or other communication confirming that any item in your order has entered AVADirect’s production process, whichever is earliest. All changes to your order after that time are subject to a 10% fee and are also subject to Section 9 regarding custom physical modifications.
8. Return Policy
All returns or refunds must comply with AVADirect’s returns and/or refunds policy. Before returning any product, you must contact us and obtain a Return Merchandise Authorization number (RMA number) for you to include with your return. Once issued, RMA numbers are valid for 15 days within which time returned products must be received by AVADirect. AVADirect does not accept expired returns or returns without an RMA number. You must return the product(s) to us in the original packaging. You are responsible for properly packaging product(s) to be returned and for delivering the product(s) to the common carrier designated by AVADirect. You are responsible for the risk of loss or damage, as well as shipping and handling fees, for a product(s) that you return.
Credits for returned product(s) will be issued in the original form of payment within a reasonable amount of time after receipt and inspection of returned product(s). All returned merchandise must be accompanied by its original packaging, accessories, and manuals, otherwise, your return may be subject to additional fees. Original shipping, handling, delivery, and associated fees are not refundable. All software containing licenses is non-returnable and non-refundable. AVADirect will not issue a refund for license-based software that is returned.
Notwithstanding the other provisions in this Agreement, no product shall be eligible for return or refund if AVADirect determines, in its commercially reasonable judgment, that the product was rendered inoperable or physically damaged as a result of negligent, reckless, or intentionally wrongful acts or omissions after delivery to or pick-up by Customer.
If a product is returned to us by you or by the carrier, whether for repair, warranty service or otherwise, and you refuse to accept the return of the product, fail to pay for services that you agreed to pay for with respect to such product, or otherwise fail to cooperate with us in the return or repair of the product, and such refusal or failure continues for 60 days, then you agree that, without the need for any additional consideration, all right, title and interest in and to such product shall transfer to AVADirect and you shall have no further rights with respect thereto.
Parts, Accessories, and Components
Individual parts, accessories, and components may be returned if the product being returned was delivered within the last 15 days. All such returned products are subject to a 15% restocking fee.
Tower and rackmount solutions that include three or more graphics cards (“Mining Configurations”) cannot be returned for a refund. For information on warranty repair and replacement for these systems, please reference "Warranties and Returns".
Hardline Liquid Cooling Solutions
All computer systems containing Hardline Liquid Cooling (use of rigid tubing) cannot be returned for a refund. For information on warranty repair and replacement for these systems, please reference "Warranties and Returns".
Special Order Items
Special order products are not eligible for return.
“True Custom” products, containing all PCs not included in the Hardline Liquid Cooling Solutions, and Mining Configurations as stated above, may be returned if the product being returned was delivered within the last 30 calendar days. All such returned products are subject to a restocking fee of 15%.
Information about return procedures can be found at "Warranties and Returns".
9. Custom Physical Modifications
Notwithstanding Sections 7 and 8, products (including but not limited to computers, cases, components, accessories, and parts) that have been subject to custom physical modifications at your request cannot be cancelled, changed, or returned under any circumstances. Examples of custom physical modifications include, but are not limited to, paint, etching, hardline liquid cooling solutions, and other Customer-requested physical modifications.
10. Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH IN AVADIRECT’S APPLICABLE “WARRANTIES AND RETURNS” POLICY IN EFFECT ON THE DATE OF THE ORDER CONFIRMATION. AVADIRECT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, FOR SERVICES, SOFTWARE, HARDWARE OR PRODUCTS, AND ALL SUCH SERVICES, SOFTWARE, HARDWARE, OR PRODUCTS ARE SOLD “AS IS.” AVADIRECT EXPRESSLY DISCLAIMS ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
AVADirect will use commercially reasonable efforts to address any warranty claims made hereunder, but AVADirect makes no representation or warranty with respect to the processing times of any warranty claim and expressly disclaims any liability with respect to any delays in processing any warranty claims.
AVADirect's warranty can be found at "Warranties and Returns"
You and AVADirect agree that any claim, dispute, or controversy, between you and us, of every nature and description, whether in contract, tort or otherwise (including any warranty claim), whether pre-existing, present or future, including statutory, common law, intentional tort and equitable claims (“Dispute”), involving AVADirect, its employees, agents, successors, assigns, subsidiaries and affiliates, arising from, in connection with, or relating to this Agreement, or the products or services delivered hereunder, SHALL BE RESOLVED, EXCLUSIVELY AND FINALLY, BY BINDING ARBITRATION CONDUCTED BY THE AMERICAN ARBITRATION ASSOCIATION under its rules then in effect. The arbitration will be limited solely to the claim, dispute or controversy between you and AVADirect. The arbitration will be conducted before one (1) independent and impartial arbitrator as mutually agreed to by you and AVADirect, or if the parties cannot agree to an arbitrator, then an independent and impartial arbitrator selected by the American Arbitration Association. The arbitrator will render his/her award in writing and will include the findings of fact and conclusions of law upon which the award is based. Any award of the arbitrator shall be final and binding on the parties, and may be entered as a judgment in any court or competent jurisdiction.
YOU UNDERSTAND THAT, IN THE ABSENCE OF THIS PROVISION, YOU WOULD HAVE HAD THE RIGHT TO LITIGATE DISPUTES THROUGH A COURT, INCLUDING THE RIGHT TO LITIGATE CLAIMS ON A CLASS-WIDE OR CLASS-ACTION BASIS, AND THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED, OR GIVEN UP, THOSE RIGHTS AND HAVE AGREED TO RESOLVE ALL DISPUTES THROUGH BINDING ARBITRATION IN ACCORDANCE WITH THIS SECTION.
All arbitrations, under this Section, shall take place in the County of Summit, State of Ohio The laws of the State of Ohio govern this Agreement, as well as any arbitration. Customer waives any objection to venue, and consents to personal jurisdiction. Should you fail or refuse to reasonably cooperate in the arbitration process, you specifically agree and authorize us to proceed with arbitration in your absence.
With respect to any Dispute, the prevailing party in such Dispute shall be entitled to reasonable attorney fees and costs.
12. Limitation of Liability
AVADIRECT SHALL NOT BE LIABLE FOR ANY REMEDIES OTHER THAN EXPRESSLY SPECIFIED IN THIS AGREEMENT, AND IN NO EVENT SHALL AVADIRECT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST WAGES, LOST REVENUES, LOST PROFITS, LOST BUSINESS, LOST DATA, LOST SOFTWARE OR HARDWARE, OR FOR DAMAGES FROM THIRD PARTY CLAIMS OR DAMAGES FOR PRODUCT(S) BEING UNAVAILABLE FOR USE, EVEN IF AVADIRECT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AVADIRECT’S LIABILITY WILL, UNDER NO CIRCUMSTANCES, BE MORE THAN THE AMOUNT YOU PAID FOR THE PRODUCT(S) THAT IS/ARE THE SUBJECT OF A CLAIM. THIS IS THE MAXIMUM AMOUNT FOR WHICH AVADIRECT IS RESPONSIBLE. AVADIRECT DOES NOT ACCEPT LIABILITY FOR ANY CLAIM BY A THIRD PARTY. SOME STATES DO NOT ALLOW EXCLUSION OR LIMITATION OF SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. IN SUCH CIRCUMSTANCES THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
13. Not for Resale or Export
You agree to comply with all applicable laws and regulations of the various states and the United States. You agree and represent that you are buying for your own personal or business use only and not for export or resale. AVADirect has separate terms and conditions governing resale of product(s) by you or other third parties. A resale or export of the products shall constitute an express breach of this Agreement, and you agree to pay AVADirect, as liquidated damages and not as penalty, the full price of the products purchased hereunder. The parties acknowledge and agree that the damage caused by the resale or export of products is difficult to calculate and the foregoing liquidated damages are a reasonable estimate of the damage caused to AVADirect. The liquidated damages are AVADirect’s sole and exclusive remedy as it relates to the resale or export of the products in breach of this Agreement.