Last Modified: January 2, 2020

Acceptance by You of Terms. This website is provided by Paragon Micro UK, Ltd. (which may be referred to in these Terms of Use and Sale as “Paragon Micro UK” and may also sometimes be referred to as "we," "us" or “our”) to you (including your employer and/or any of its affiliates, or any other entity on whose behalf you are acting, who or which may be referred to in these Terms of Use and Sale as “you” or “Customer”) subject to the following Terms of Use and Sale (the “Terms of Use and Sale”), which may be updated by us from time to time in our sole discretion and which you accept by your use of the Site (defined below). We reserve the right to alter these Terms of Use and Sale without advance notice by posting a revised Terms of Use and Sale. You can determine when these Terms of Use and Sale were last revised by checking the "Last Revised" legend at the top of these Terms of Use and Sale.

These Terms of Use and Sale apply to your use of the following websites www.paragonmicro.co.uk and any other domains listed from time to time or related to these websites, hosted by or on behalf of Paragon Micro UK (individually and collectively, the "Site"). In addition, when using particular features or service(s) provided through the Site, you agree that you are subject to any additional posted guidelines, rules, terms, and conditions applicable to such features or service(s), which are hereby incorporated by reference into these Terms of Use and Sale. Notwithstanding anything to the contrary, any conflict between these Terms of Use and Sale and any separate master agreement, statement of work or other agreement, these Terms of Use and Sale shall govern and shall be deemed to amend and modify any conflicting terms of any such agreement, including with respect to or related to the Site, your use of the Site and any purchase by you of any goods, services, or solutions in any transactions under or subject to these Terms of Use and Sale.

PLEASE READ THESE TERMS OF USE AND SALE CAREFULLY BEFORE USING THE SITE. YOUR USE OF THE SITE CONSTITUTES YOUR AGREEMENT TO AND ACKNOWLEDGMENT OF THESE TERMS OF USE AND SALE.

The Site is intended for use solely by business customers of Paragon Micro UK and may not be available at all times or in all areas. We may permit you to register for services, and/or deny services to you, at any time and in our sole discretion, including in the event you do not adhere to the Rules of Conduct set forth below. To the fullest extent permissible under applicable law, we reserve the right, at any time, to: (a) modify or discontinue, temporarily or permanently, the Site (or any part thereof) without notice; (b) charge fees for the use of the Site; and/or (c) modify or waive any fees charged in connection with the Site. To the fullest extent permissible under applicable law, you agree that we shall not be liable to you or to any thirdparty for any modification, suspension, or discontinuance of the Site, or of any Content or Site Service (as each term is defined below). Your continued use of the Site after any such changes will indicate your acceptance of such changes. Notwithstanding anything to the contrary, any conflict between these Terms of Use and Sale and any separate master agreement, statement of work or other agreement, these Terms of Use and Sale shall govern and shall be deemed to amend and modify any conflicting terms of any such agreement, including with respect to or related to the Site, your use of the Site and any purchase by you of any goods, services, or solutions in any transactions under or subject to these Terms of Use and Sale.

Any questions about the meaning or application of these Terms of Use and Sale should be directed to enquiriesuk@paragonmicro.com

Description of the Content and Services.We provide users of the Site with access to certain content concerning us and our product, service and solution offerings, including descriptions, contact information, links, and other specialised content (collectively, the "Content"), as well as opportunities to contact us or third parties, and other features and services (all of the foregoing, collectively with the Content, the "Site Services"). All new features made available through the Site that were not made available as of the "Last Revised" date above shall automatically become subject to these Terms of Use and Sale.

Prices and Availability.The price for products, services and solutions provided on the Site excludes VAT, duties, shipping, packaging, handling, delivery and insurance costs. VAT, duties, shipping, packaging, handling, delivery and insurance costs will be charged at the rate applying at the time of delivery. You agree to pay applicable VAT and duties. You also agree to pay all shipping, packaging, handling and related insurance costs and fees, which may include a profit. Because of the fast-moving nature of the IT supply industry, prices and availability are subject to change without notice. We are unable to issue price adjustments due to manufacturer price changes after date of original sale. We endeavour to provide the most accurate, up-to-date information, but errors do occur and we reserve the right to make changes without notice and to cancel any order (or portion thereof) we are unable to fill where availability is constrained or an order is processed in error. Your Account Executive or sales representative can inform you when a product, service or solution is not in stock, and can tell you when we expect the product, service or solution will be available. Anticipated delivery dates are based upon vendor-supplied information and are subject to correction or change without any liability on our part.

Systems, Typographic, Photographic and Other Technical Errors.Although we endeavour to achieve 100% accuracy, occasionally errors and inaccuracies do occur. Should you encounter an error or inaccuracy on the Site, please inform us so such error or inaccuracy may be corrected. Products and packaging depicted may differ from stock available at the time of shipment. We reserve the right in our solediscretion to substitute equivalent items if available. If an error is made and a product, service or solution is listed at an erroneous price or shown as available when it is not, we may, at our sole discretion, refuse or cancel any such orders processed as a result of such error, to the fullest extent permissible under applicable law. If an order has been confirmed and charged to your credit card at the incorrect price or where the product, service or solution is not available, we reserve the right in our sole discretion to promptly issue a credit in the amount of the incorrect price or unavailable product, service or solution.

Information Submitted by You through or in connection with the Site.Submissions of personal information (which includes information which identifies any individual or from which any individual is identifiable and any other personal information or data which is defined as such under applicable data protection, data privacy and/or data security laws) through or in connection with the Site are governed by our Privacy Notice, which is hereby incorporated into these Terms of Use and Sale by this reference. In consideration of your use of the Site and Site Services, you agree, where information is requested, to provide accurate, current and complete information about yourself, to maintain the accuracy and completeness of such information, and to update such information promptly in the event of any change. You warrant that you have the required consent to submit personal information of any individuals to Paragon Micro UK. You agree that if any information you provide is false, inaccurate, incomplete or not current, we may terminate your use of the Site and/or the Site Services. To the fullest extent permissible under applicable law, we are not liable for any loss or damage arising from your failure to comply with any or all of the foregoing obligations.

As part of the registration process for certain Site Services, you may be asked to select a username and password. We may refuse registration to anyone and/or require additional information prior to accepting any registration, in our sole discretion. Furthermore, we may refuse to grant you a username that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, in each case, as determined by us in our sole discretion. You will be responsible for the confidentiality and use of your username and password and agree not to transfer or resell your use of or access to the Site Services or any part of the Content to any third party without our prior written consent. If you have reason to believe that your account with us is no longer secure, you must immediately notify us of the problem by emailing us at enquiriesuk@paragonmicro.com . You are entirely responsible for maintaining the confidentiality of your username and password and for any and all activities that are conducted through your account.

Rules of Conduct.While using the Site, you agree to comply with all applicable laws, rules and regulations. In addition, users of the Site must respect the rights and dignity of others, and your use of the Site is conditioned on your compliance with the following Rules of Conduct. You agree you will not:

• Transmit or otherwise make available in connection with the Site anything that is or may be: (a) threatening, harassing, degrading, hateful or intimidating; (b) defamatory; (c) fraudulent or tortious; (d) obscene, indecent, pornographic or otherwise objectionable; (e) material subject to the Official Secrets Act (or equivalent or similar laws in any jurisdiction); or (f) protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express permission of the owner of such right;
• Use the Site for any fraudulent or unlawful purpose or transmit or otherwise make available in connection with the Site any material that would give rise to criminal or civil liability, that encourages conduct that constitutes a criminal offence or that encourages or provides instructional information about illegal or potentially illegal activities;
• Transmit or otherwise make available any material, non-public information about a company without the proper authorisation to do so;
• Interfere with or violate any other Site visitor's or user's right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Site without their express consent;
• Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others;
• Impersonate any person or entity, including, but not limited to, any agent or representative of ours, falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that we endorse any statement you make, without our prior written consent;
• Transmit or otherwise make available in connection with the Site any virus, worm, Trojan Horse, easter egg, time bomb, web bug, cancelbot, "spyware," or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
• Interfere with or disrupt the operation of the Site, or the servers or networks that host the Site or make the Site available or disobey any requirements, procedures, policies or regulations of such servers or networks;
• Restrict or inhibit any other person from using the Site, including by means of hacking or defacing any portion of the Site;
• Transmit or otherwise make available in connection with the Site any unsolicited or unauthorised advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," investment opportunity or any other form of solicitation;
• Sell, license, or exploit for any commercial purposes any use of or access to the Content, Site Services or Site;
• Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Content, Site Services, or the Site;
• Remove any copyright, trademark, or other proprietary rights notice contained in the Content, Site Services, or the Site;
• Frame or mirror any part of the Site without our prior express written authorisation;
• Use any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, data-mine, or in any way determine, archive, reproduce, or circumvent the navigational structure or presentation of the Site; or
• Create a database by systematically downloading and storing all or any of the Content from the Site.

In the event that a complaint is received in respect of a violation of any of the Rules of Conduct, Paragon Micro UK may immediately suspend or terminate the offending party’s services or access to the Site and report the matter to the relevant UK Police authority and the Internet Watch Foundation. Copies of any offending material and any upload logs held will be made for evidential purposes and passed to the authorities; all further copies will be destroyed by whatever means are available. Paragon Micro UK will cooperate to the fullest extent in any resultant investigation.

Our Proprietary Rights.You acknowledge and agree that the information and materials presented to you on or through the Site, including the Content and the Site Services, are and shall remain our property or the property of our licensors or suppliers, and are protected by copyright, trademark, patent, and/or other proprietary rights and laws. You may download one (1) copy of any material publicly available on the Site to any single computer for your personal, non-commercial use only, provided that you keep intact all copyright and other proprietary notices, and subject to all other terms and conditions of these Terms of Use and Sale. Except as expressly authorised in advance by us, you agree not to copy, modify, rent, lease, loan, sell, distribute, or create derivative works based (whether in whole or in part) on, any materials, including without limitation the Content and the Site Services, that are made available on or through the Site.

• You may request, and we may provide, from time to time, certain information which is our confidential information, and which we intend to protect as confidential (“Confidential Information”). Confidential Information includes, but is not limited to, specific proposals, pricing information, technical specifications and modifications to any of the foregoing, which we may provide to you orally or in writing. In addition to the restrictions on the use of any information set forth above, you agree to hold all Confidential Information in strict confidence, not to disclose it to any third party, and to use at least reasonable care to protect its confidentiality and prevent its unauthorised use or disclosure.
• All trademarks and service marks on the Site not owned by us are the property of their respective owners. The trade names, trademarks, and service marks owned by us, whether registered or unregistered, may not be used in connection with any product, service or solution that is not offered by us, or in any manner that is likely to cause confusion with customers. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any licence or right to use any of our trade names, trademarks, or service marks without our prior express written permission.

Limitation of Liability and Disclaimer of Warranties Related to Your Use of the Site.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SITE, CONTENT AND SITE SERVICES ARE PROVIDED TO YOU "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU AGREE THAT YOU MUST EVALUATE AND BEAR ALL RISKS ASSOCIATED WITH THE USE OF THE SITE, CONTENT AND THE SITE SERVICES, AND ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS THEREOF. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE, CONTENT AND THE SITE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY OR CLAIM, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLES, OR FOR SYSTEM DOWNTIME OR INOPERABILITY OR BUSINESS INTERRUPTION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN PARTICULAR, AND WITHOUT LIMITATION, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM THE USE OF OR THE INABILITY TO USE THE SITE, CONTENT OR ANY SITE SERVICE MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOUR SOLE REMEDY FOR DISSATISFACTION WITH OR ANY ISSUES OR CLAIMS ARISING FROM OR RELATED TO THE SITE, CONTENT OR ANY SITE SERVICE IS TO STOP USING THE SITE.

WITHOUT LIMITING THE FOREGOING, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE MAKE NO REPRESENTATION OR WARRANTY THAT: (A) THE SITE, CONTENT OR ANY SITE SERVICE WILL MEET YOUR REQUIREMENTS; (B) ACCESS TO THE SITE, CONTENT OR ANY SITE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR- FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, CONTENT OR ANY SITE SERVICE WILL BE ACCURATE, TIMELY, OR RELIABLE; (D) THE QUALITY OF ANY CONTENT OR SITE SERVICES ACCESSED OR USED THROUGH OR IN CONNECTION WITH THE SITE WILL MEET YOUR EXPECTATIONS; (E) ANY ERRORS IN THE SITE, CONTENT OR SITE SERVICES WILL BE CORRECTED; OR (F) THE SITE OR THE EQUIPMENT OR NETWORK(S) ON WHICH THE SITE IS HOSTED ARE FREE OF VIRUSES, BUGS, WORMS, DEFECTS, OR OTHER HARMFUL COMPONENTS.

While we try to maintain the Site's integrity and security (and the integrity and security of the servers on and in connection with which the Site is operated), to the fullest extent permissible under applicable law, we do not guarantee that the Site will be or remain secure, complete, or correct, or that access to the Site will be uninterrupted. The Site may include inaccuracies or errors, or materials that violate or conflict with these Terms of Use and Sale. Additionally, third parties may make unauthorised alterations to the Site. If you become aware of such a situation, please contact us at enquiriesuk@paragonmicro.com with a description of the material(s) at issue, and the location ("URL") where such material(s) appear.

Links.The Site may provide links to other Internet websites and resources. Because we may have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, services or solutions or other materials on or available through such sites or resources. Other websites may provide links to the Site with or without our authorisation. We may have no control over the sites that provide links to the Site, and you acknowledge and agree that we do not endorse such sites and are not responsible for any links from those sites to the Site, for any content, advertising, products, or other materials available on or through such other sites, or for any loss or damages caused by using or relying on any such materials. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to have been caused by or in connection with the use of or inability to use: (a) any sites or resources to which we provide links, or that provide links to the Site; or (b) any content, goods, services or solutions available on or through any such sites or resources. We shall have the right, but not the obligation, at any time and in our sole discretion to block links to the Site through technological or other means, without prior notice.

Your Representations and Warranties; Indemnity.You represent and warrant that you will comply with all applicable laws in connection with your use of the Site, Content and Site Services. To the fullest extent permissible under applicable law, you agree to defend, indemnify, and hold us and our sponsors, directors, officers, shareholders, licensors, employees, agents, partners, suppliers and representatives harmless, from and against, all claims, losses, costs, damages, liabilities, and expenses (including but not limited to attorneys’ fees) arising out of: (a) your use of or activities in connection with the Site, Content or Site Services; (b) any violation of these Terms of Use and Sale by you; or (c) any allegation that anything you transmit through or in connection with the Site infringes or otherwise violates the copyright, trademark, trade secret, privacy, or other rights of any third party, except to the extent caused by our gross negligence, recklessness, or intentional misconduct in connection with the Site.

Dealings with Third-Party Providers of Goods and Services.Your correspondence or business dealings with, or participation in promotions sponsored by, any third-party advertisers or other third-party providers of goods, services or solutions found on or through the Site, and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third-party advertiser or provider. To the fullest extent permissible under applicable law, you agree that we shall not be responsible or liable for any loss or damage of any sort incurred in connection with any such dealings or as the result of the presence of such third parties' materials on the Site.

Termination.You agree that we, in our sole discretion, and to the fullest extent permissible under applicable law, may terminate your use of the Site or any part thereof, at any time and for any reason or no reason, including, without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms of Use and Sale. You agree that any termination of your access to the Site, Content and/or the Site Services under any provision of these Terms of Use and Sale may be effected without prior notice. Upon termination of these Terms of Use and Sale, your right to use the Site, Content and/or the Site Services will immediately cease. To the fullest extent permissible under applicable law, we shall not be liable to you or any third party for any termination of your access to the Site, Content and/or the Site Services or any part thereof.

Additional Terms of Use and Sale

PLEASE READ FOLLOWING TERMS CAREFULLY BEFORE MAKING ANY PURCHASE THROUGH THE SITE OR WHICH IS OTHERWISE SUBJECT TO THESE TERMS OF USE AND SALE. Set forth hereafter are certain additional terms and conditions that apply to any purchase made by you from us using the Site or otherwise subject to these Terms of Use and Sale. By using the Site, placing an order and/or submitting a purchase order to us you agree to be bound by these Terms of Use and Sale, to the fullest extent permissible under applicable law.

These Terms of Use and Sales shall govern including for any orders made by telephone through your Account Executive or another representative at Paragon Micro UK. Notwithstanding anything to the contrary, any conflict between these Terms of Use and Sale and any separate master agreement, statement of work or other agreement, these Terms of Use and Sale shall govern and shall be deemed to amend and modify any conflicting terms of any such agreement, including with respect to or related to the Site, your use of the Site and any purchase by you of any goods, services, or solutions in any transactions under or subject to these Terms of Use and Sale.

Order Acceptance Policy.Orders are not binding on us until accepted by in accordance with these Terms of Use and Sale, including terms applicable to errors and our cancelation rights related thereto, and we reserve the right to accept or decline any order for any reason, and/or to supply less than the quantity ordered of any item without prior notice. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor, to the fullest extent permissible under applicable law, does it constitute confirmation of our offer to sell. Until delivery of goods or performance of services we reserve the right to reject or cancel any order (or any portion thereof to the extent goods remain undelivered or services remain unperformed), for any reason or no reason. We are a reseller to end user business customers and do not accept orders from computer dealers, exporters, wholesalers, or others who intend to resell the goods offered by us unless specifically agreed to in a writing signed and delivered to you by an authorised officer of Paragon Micro UK. Customer hereby represents and warrants that it is not purchasing goods for export and/or resale unless expressly pursuant to a separate written agreement executed and delivered by an authorised officer of Paragon Micro UK. In the event of any export, Customer agrees to comply with all applicable laws and regulations and, to the fullest extent permissible under applicable law, shall fully indemnify, defend and hold us harmless from any claims, losses, liabilities, fines, damages, costs or expenses (including attorneys’ fees) arising out of or related to any such export transaction.

Purchase Price and Payment.Prices, specifications and availability of goods, services and solutions are subject to change without notice. Customer will pay the price established by us for all goods, services or solutions ordered by Customer or using Customer’s account. Full payment shall be made before delivery of the goods, services or solutions unless otherwise agreed in writing by us. Any amount that we agree may be paid after delivery is due to us within thirty (30) days, or such lesser period as may be determined by us as set forth in an applicable invoice. In addition to the purchase price and any processing, shipping or handling charges (which may include a profit), Customer will pay all applicable taxes, including, but not limited to, sales, use, value added, gross receipts, privilege, excise and personal property taxes as well as other similar taxes and/or charges, levied on or measured by the purchase price or sale of goods or solutions or arising from, furnished, or inconnection with the use of the goods, services or solutions and any parts or maintenance supplied or the services rendered. Prices do not, unless otherwise specified, include supplies. To the fullest extent permissible under applicable law, you agree to pay interest on all past-due sums at the lesser of 8% plus the Bank of England base rate for business to business transactions per month or the highest rate allowed by applicable law.

Title and Risk of Loss. Title and risk of loss to all items purchased subject to these Terms of Use and Sale passes from us to you at the time of delivery by us to the shipping carrier, provided, however, title to software and other licensed solutions will remain with the applicable licensor(s). Customer shall have full liability for the safety and validity of delivery address given to us at the time of purchase, to the fullest extent permissible under applicable law. We will not incur any forwarding costs on shipments.

Shipping Options and Policies AT Paragon Micro UK, WE ENDEAVOUR TO SHIP YOUR ORDER AS QUICKLY AS POSSIBLE. HOWEVER, BECAUSE OF INVENTORY, SHIPPING, AND MATTERS OUTSIDE OF OUR CONTROL, OUR STATEMENTS AS TO SHIPPING TIMES ARE NOT GUARANTEES OR PROMISES THAT A PRODUCT WILL SHIP ON A SPECIFIC DAY. IF YOU WISH TO FIND OUT THE EXPECTED DATE OF SHIPMENT ON A PARTICULAR ITEM OR ORDER, PLEASE CALL US AT +44 (0) 1908 010 555 FOR MORE INFORMATION. AT A MINIMUM, WE EXPECT THAT ALL IN-STOCK ORDERS WILL BE SHIPPED WITHIN 30 DAYS.

Please review our shipping options and policies, and plan your purchases accordingly. Due to special package requirements, we may not be able to ship products to certain areas or be constrained on our shipping options. For more details or special shipping requirements, please call your Account Executive at +44 (0) 1908 010 555.

Shipping, packaging, handling and Insurance. You agree to pay all shipping, packaging, handling and related insurance costs and fees, which may include a profit. In the event that Customer returns goods permitted under these Terms of Use and Sale, Customer shall insure, at Customer’s expense, all goods shipped in an amount at least equal to the unpaid purchase price of the goods. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CUSTOMER ASSUMES ALL RISK OF LOSS IN CONNECTION WITH THE SHIPMENT OF RETURNED GOODS.

Rerouting. After shipment, packages cannot be re-routed or placed on hold for pick through carrier hub.

Purchase Money Security Interest. To the fullest extent permissible under applicable law, you hereby grant to us a purchase money security interest in all goods, services and solutions purchased hereunder, and in any proceeds thereof, to secure the unpaid purchase price, if any, of such goods, services or solutions. Upon our request, you agree to sign any document required to perfect such security interest. Irrevocable, non-contingent payment in full of an invoice for the total of thepurchase price as shown on the invoice shall release the security interest on the invoiced goods, services or solutions.

Software Licences.All software/solutions and any good with integrated, embedded or ancillary software is provided subject to any manufacturer’s licence agreement(s) and/or end user agreement(s) that are provided with it. To the fullest extent permissible under applicable law, Customer will be bound by all such licences and/or end user agreements.

Delays in Performance. Any delivery times provided by us are estimates only. We shall not be liable for delivery delays, nor shall we be liable for any delay in performance, due to unforeseen circumstances or to causes beyond our reasonable control, including acts of nature, acts of government, labour disputes, systems downtime, telecommunications issues, delays in transportation and delays in delivery or inability of suppliers to deliver, or any other facts, circumstances or events beyond our reasonable control.

Alteration or Attachment to Goods.Any alteration, modification, addition, improvement or attachment to the goods (“Alteration”) not authorised in writing by us shall be solely at your expense and risk. In the event of any such unauthorised Alterations any warranty under these Terms of Use and Sale, including without limitation any warranty of merchantability or fitness of use that may be implied despite our express disclaimer of any such warranty, shall be deemed waived by you and shall be null and void, and we shall have no obligation to you under any such warranty, nor will you be entitled to return altered goods at any time, to the greatest extent permissible under applicable law. Any Alterations may also void your manufacturer’s warranty.

Deposits.Without limiting any rights or remedies available to us, and to the greatest extent permissible under applicable law, in the event that we accept a deposit from you for goods ordered: (a) if you fail to meet any schedule of payments listed on the invoice, or to complete the purchase for any reason other than for cancellation of goods not delivered, in addition to any other rights at law or in equity, we will have the right to, within one hundred and twenty (120) days of the deposit date, retain all cash, checks and credit card deposits as partial damages; and (b) if you choose to pick up ordered goods rather than ship them, and if you fail to pick up ordered goods within two (2) weeks of the posting of the arrival notice from us, you agree to forfeit all cash, check or credit card deposits for the goods.

Training. If indicated on the invoice or otherwise agreed to in writing by us, upon delivery and/or installation, we or our designee will provide training in the operation of the goods to a member of Customer’s staff. All training will be performed at a mutually agreeable time at the hourly training rate currently in effect at the time the training is performed. Training is not offered as vocational training or as qualifying for any particular employment.

Maintenance.We agree to provide maintenance service (“Maintenance”) to Customer as described on an applicable invoice accompanying goods shipped to Customer or in a separate agreement for Maintenance by us. All Maintenance will be at our service department or at another location chosen by us unless otherwise agreed between us and you under a separate agreement for Maintenance. All such Maintenance to be performed by us, except that performed under manufacturer’s warranty, will be performed at our standard rates in effect at the time the Maintenance is performed. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN ADDITION TO ANY OTHER CONDITIONS TO OUR OBLIGATION TO PROVIDE MAINTENANCE, WARRANTY OR SUPPORT SERVICES, WE HAVE NO OBLIGATION TO PROVIDE MAINTENANCE, WARRANTY OR SUPPORT SERVICES TO ANY CUSTOMER UNLESS AND UNTIL WE HAVE RECEIVED FULL PAYMENT FOR ANY GOODS PURCHASED.

DISCLAIMER OF WARRANTIES FOR GOODS, SERVICES AND SOLUTIONS. YOU ACKNOWLEDGE THAT NONE OF OUR OR OUR AFFILIATE’S REPRESENTATIVES ARE AUTHORISED TO MAKE ANY REPRESENTATION OR WARRANTY NOT IN THESE TERMS OF USE AND SALE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL GOODS, SERVICES AND SOLUTIONS SOLD UNDER THESE TERMS OF USE AND SALE ARE PROVIDED “AS IS” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND EXCEPT THOSE EXPRESSLY CONFERRED BY THE MANUFACTURER. WE EXPRESSLY DISCLAIM ALL WARRANTIES, EITHER EXPRESS, IMPLIED OR STATUTORY, UNDER COMMON LAW, OR OTHERWISE, (INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, SATISFACTORY QUALITY, DURABILITY, ACCURACY OR NON-INFRINGEMENT AND THE IMPLIED WARRANTIES UNDER SECTIONS 13 TO 15 OF THE SALE OF GOODS ACT 1979 AND THE TERMS IMPLIED BY SECTIONS 3 TO 5 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982) ARISING OUT OF, OR RELATED TO, THE GOODS, SERVICES OR SOLUTIONS OR THEIR PERFORMANCE OR NON-PERFORMANCE, COURSE OF DEALING, OR USAGE IN TRADE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DO NOT WARRANT THAT THE GOODS. SERVICES OR SOLUTIONS WILL BE ERROR-FREE OR MEET YOUR REQUIREMENTS OR SATISFACTION. FURTHERMORE, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE MAKE NO WARRANTIES TO THE YOU AND YOU HEREBY ACKNOWLEDGE THAT WE MAKE NO WARRANTIES IN REGARD TO THE APPLICABILITY OF ANY OR ALL LAWS AFFECTING, WITHOUT LIMITATION, THE MANUFACTURE, PERFORMANCE, SALE, PACKAGING AND LABELLING OF THE GOODS, SERVICES OR SOLUTIONS WHICH ARE IN FORCE WITHIN YOUR TERRITORY OR ANY PART OF IT (LOCAL REGULATIONS). TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU MUST SATISFY YOURSELFTHAT THE GOODS AND SERVICES COMPLY WITH THE LOCAL REGULATIONS IN FORCE FROM TIME TO TIME.

You further acknowledge and agree that we make no representations, warranties or assurances that the goods, services or solutions are designed for or suitable for use in any high risk environment, including aircraft or automobile safety devices or navigation, life support systems or medical devices, health care facilities, nuclear facilities, or weapon systems, and you shall indemnify, defend and hold us and our Affiliates, and our and their respective directors, officers, employees partners, suppliers, representatives and agents harmless from any loss (of any kind), liability, claim, damage, cost or expense (including attorneys’ fees and expenses) arising from or related to any such use of the goods, services or solutions. You further agree to review and comply with the manufacture’s disclaimers and restrictions regarding the use of the goods, services or solutions in high-risk environments.

LIMITATION OF LIABILITY FOR GOODS, SERVICES AND SOLUTIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, OR ANY OF OUR OR OUR AFFILIATES’ RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SUPPLIERS, REPRESENTATIVES, OR AGENTS, BE LIABLE FOR: (I) ANY DAMAGES WHATSOEVER, IN EXCESS OF THE PURCHASE PRICE YOU PAID TO US FOR THE PARTICULAR GOODS, SERVICES OR SOLUTIONS GIVING RISE TO YOUR CLAIMS AGAINST US; OR (II) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, LOSS OF BUSINESS PROFITS OR SPECIAL DAMAGES, HOWEVER CAUSED, ARISING FROM THE USE OF ANY GOODS, SERVICES OR SOLUTIONS, EVEN IF ANY SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR FOR A LIMITATION ON THE AMOUNT OF DAMAGES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU THE EXTENT SUCH LAWS ARE APPLICABLE TO YOUR TRANSACTIONS UNDER THESE TERMS OF USE AND SALE.

MANDATORY ARBITRATION. To the fullest extent permissible under applicable law, any claims against us relating in any way to your use of the Site, Content or the Site Services or any purchases made by you through the Site or otherwise subject to these Terms of Use and Sale shall be submitted to final confidential and binding arbitration in London, United Kingdom, except that (a) you may file a claim in the small claims court, and (b) if you fail to timely pay amounts due, we may assign your account for collection and the collection agency may pursue such claims in court limited strictly to the collection of the past due debt and any interest or cost of collection permissible underapplicable law or these Terms of Use and Sale. Any dispute or difference arising out of or in connection with these Terms of Use and Sale shall be determined by the appointment of a single arbitrator to be agreed between the parties, or failing agreement within fourteen days, after either party has given to the other a written request to concur in the appointment of an arbitrator, by an arbitrator to be appointed by the President or a Vice President of the Chartered Institute of Arbitrators in accordance with the Arbitration Act of 1996. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. THE RULES GOVERNING ARBITRATION ARE DIFFERENT THAN THOSE IN COURT. ARBITRATION DOES NOT INVOLVE A JUDGE OR JURY AND REVIEW IS LIMITED, BUT AN ARBITRATOR CAN AWARD THE SAME DAMAGES AS A COURT. EXCEPT AS MAY OTHERWISE BE PROVIDED IN THE APPLICABLE ARBITRATION RULES OR AS OTHERWISE REQUIRED UNDER APPLICABLE LAW, YOU UNDERSTAND THAT BY YOUR ACCEPTANCE OF THESE TERMS OF USE AND SALE YOU ARE GIVING UP YOUR RIGHT TO COURT OR ADMINISTRATIVE PROCEEDINGS AS A MEANS BY WHICH TO SETTLE YOUR DISPUTE. In the event that this arbitration provision is unenforceable, and, to the fullest extent permissible under applicable law, any litigation regarding the Site, Content or the Site Services, your use of the Site, Content or the Site Services or any purchases made by you through the Site or subject to the Terms of Use and Sale shall be brought in Her Majesty's Courts of Justice of England and Wales located in London, UK, and you hereby agree and submit to such jurisdiction and venue as exclusive and proper.

For all disputes, you must first send a written description of your claim to our Customer Service department. You can contact our Customer Service department by email enquiriesuk@paragonmicro.com or mail Paragon Micro UK Ltd | The Pinnacle | Central Milton Keynes | Buckinghamshire | MK9 1FD. To the greatest extent permissible under applicable law, you must bring your claim within one year of the date of delivery of the Goods or Services giving rise to your claim, or be barred from brining such claim. We each agree to negotiate in good faith to settle your claim or dispute. If we do not reach agreement within 30 days, you may pursue your claim in arbitration, or in the small claims court as described above.

To pursue your claim in arbitration, you must serve our registered agent with an arbitration demand. Our registered agent can be served to the Vistra located at First Floor, Templeback, 10 Temple Back, Bristol, United Kingdom BS1 6FL or to enquiriesuk@paragonmicro.com. The arbitration will be administered by the Chartered Institute of Arbitrators.

An arbitrator may only award as much relief as a court having jurisdiction in the place of the arbitration, limited to the same extent that a court would limit such relief and consistent with the provisions of these Terms of Use and Sale, including the limitations of liability and disclaimers in these Terms of Use and Sale. An arbitrator may order injunctive or declaratory relief (so long as that injunctive or declaratory relief does not apply beyond your dealings with us) or summary judgment under applicable law. An arbitrator may not award relief in excess of or contrary to what these Terms of Use and Sale provide, except that the arbitrator may award on an individual basis damages required by statute and may order injunctive or declaratory relief pursuant to an applicable consumer protection statute to the extent the foregoing may not be limited, waived or disclaimed under applicable law.

Right of Offset.At any time that an amount is due to us, we shall have the right, without prior notice, to set off and apply any amounts otherwise owed by us to you, to any amounts owed to us by you, in all cases, to the fullest extent permissible under applicable law.

Governing Law and Documentation. Transactions between you and us, and any disputes arising between us related to any interaction between us resulting or connected to your use of the Site, Content or the Site Services or any purchases by you made through the Site or subject to these Terms of Use and Sale, including non-contractual disputes and claims and claims relating to the content of any of our catalogues or the Site, shall be governed by and construed in accordance with the laws of England and Wales without regard to the laws regarding conflicts of law, to the fullest extent permissible under applicable law, and subject to the mandatory arbitration terms and conditions set forth above. If any provision of these Terms of Use and Sale shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and Sale and shall not affect the validity and enforceability of any remaining provisions. These Terms of Use and Sale, together with any the policies printed in any of our catalogues or on the Site, as applicable, and any policies, terms or conditions stated on any applicable of our invoices or packing slips, constitute the entire agreement between the parties relating to the subject matter herein, and cannot be modified except in a written agreement signed by both parties and no conflicting purchase order or other document not executed and delivered by an authorised officer of Paragon Micro UK shall be deemed to have been accepted by us or to apply to any such matters or transactions.

Jurisdictional Issues.The Site is controlled and operated by us from our principal headquarter offices at Technology Centre, Advanced Manufacturing Park, Brunel Way, Rotherham. S60 5WG, and, to the fullest extent permissible under applicable law, is not intended to subject us to the laws or jurisdiction of any state, province, country or territory other than England and Wales. To the fullest extent permissibleunder applicable law, we do not represent or warrant that the Site, Content, or Site Services, or any aspect thereof, is appropriate or available for use in any particular jurisdiction. Those who choose to access the Site do so on their own initiative and at their own risk, and are responsible for complying with local laws. To the fullest extent permissible under applicable law, we may limit the availability of the Site to any person, geographic area, or jurisdiction we choose, at any time in our sole discretion.

Additional Terms Associated With Orders on Account

Where you request to place Orders with us on Account, we may, to the fullest extent permissible under applicable law, require you to submit your financial statements for the last two years (Balance Sheet, Income Statement, and Statement of Cash Flows) to us. Submission of such financial statements will be required for any credit line request of £100,000 or more. Current financial statements are required to maintain existing credit lines and to consider increase requests. These financial statements will be for our and our affiliates’ exclusive use only and will remain confidential.

All invoices for Orders on Account shall be paid within thirty (30) days from the date of invoice or such lesser period as may be determined by us as set forth in an applicable invoice. Charges under these Orders on Account may include and you agree to pay for all purchases, late fees, return check charges, and other charges or fees incurred by you or any User under your Order on Account, including, without limitation collection costs, court costs, and reasonable attorney fees. All such payments must be made in British pound sterling. Should you feel any charges on the invoice you receive were made in error, you much dispute such sum by providing us written notice within seven business days of your receipt of the invoice and prior to payment.

To the fullest extent permissible under applicable law, at any time that you owe any amount to us, we shall have the right, without prior notice, to set off and apply any amounts otherwise owed by us to you to any amounts owed by you to us, in all cases.

In the Event of Default, we reserve the right to demand that you pay the entire unpaid balance under your Order on Account immediately as well as all our costs and expenses of collection, including reasonable legal fees. For the purposes of these Terms of Use and Sale, an “Event of Default” shall mean (i) you failed to make payment when payment was due or an event occurred, which we believe, in our reasonable discretion, would significantly impair your ability to make payment on time; (ii) you made false or misleading statements on your credit application or failed to supply us with updated financial information regarding your business within thirty (30) days of our request for such information; (iii) you became insolvent or filed for bankruptcy or a voluntary or involuntary bankruptcy, reorganisation, or arrangementpetition was filed against you; (iv) a receiver, custodian, or trustee was appointed for your business; (v) an assignment was made for the benefit of one of your creditors or you called a meeting of creditors; or (vi) you breached any other terms of these Terms of Use and Sale.

To the fullest extent permissible under applicable law, we reserve the right to cancel or rescind your account at any time as it relates to future purchases. You will remain obligated to pay for all purchases made prior to cancellation and any charges associated with these purchases.

All business accounts that participate in a Business Direct Site (BD) shall be subject to the following terms and conditions: The BD account holder shall be responsible for all purchases placed through their BD Site subject to their payment terms with us to the email address designated by the user authorised to submit orders to us via their BD Site. A BD account holder will have password-protected access to the Site and account established by us for their use. The account holder shall be fully responsible for maintaining the security and confidentiality of the password granting access to the Site. The account holder shall be held fully liable by us for all purchases placed through the Site irrespective of whether an order is placed by a person allegedly not authorised by the account holder to have password access. We shall have no liability or responsibility for an account holder’s disclosure, inadvertent or otherwise, of its account password to any other individual or entity.

Miscellaneous.These Terms of Use and Sale do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. If any provision of these Terms of Use and Sale is found to be unlawful, void, or for any reason unenforceable, then to the greatest extent permissible under applicable law that provision will be deemed severable from these Terms of Use and Sale and will not affect the validity and enforceability of any remaining provision. You may not assign, sublicense, or otherwise transfer any or all of your rights or obligations under these Terms of Use and Sale without our prior express written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. Notices to you may be made via either email or regular mail. The Site may also provide notices of changes to these Terms of Use and Sale or other matters, by displaying such notices or by providing links to such notices. These Terms of Use and Sale constitute the entire agreement between the parties relating to the subject matter herein, and cannot be modified except in a written agreement signed by both parties. Without limitation, you agree that a printed version of these Terms of Use and Sale and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use and Sale to the same extent and subject to the same conditions as other business documents and records originally generated andmaintained in printed form. As used in these Terms of Use and Sale (including with respect to any warranty, warranty disclaimer, limitation of liability, this sentence, or any other condition, term or provision), the word “including” or similar words shall mean “including without limitation.”

Returns Policy:

We pride ourselves on a tradition of outstanding customer care and support. Our devoted team of account representatives understands that our customers are the hallmark of our enduring partnerships. It is important for our customers to understand the standards that have been established within our industry regarding the terms and conditions of a sale. Purchases of technology products, services and solutions are subject to manufacturer restrictions, which may be different from other product and service purchases you transact. Most of the products, services and solutions we sell are subject to a manufacturer's warranty. The warranty provided by the manufacturer is the first place to look for assistance with difficulties that may accompany your purchase. To obtain information regarding manufacturer's warranties, please refer to the website below, contact us at enquiriesuk@paragonmicro.com or call us at +44 (0) 1908 010 555.

We encourage you to request information from any of our account executives about extending the service period on any of the products, services or solutions that you purchase.

Many (but not all) manufacturers offer a one-year limited warranty on new equipment. During the warranty period, as applicable, you may call the manufacturer to receive warranty service. The manufacturer will attempt to solve your problem via phone. If a situation extends beyond the manufacturer's service centre’s ability to resolve, please contact your Paragon Micro UK representative for further guidance.

Non-Returnable Items. No returns or refunds will be made for items that are special orders for you or for unusual custom configurations of systems or open box product. Several manufacturers' policies and restrictions disallow product returns. In such cases, you will need to contact the manufacturer directly regarding return or replacement of these brands under their respective guarantees and/or warranties. Please contact us if you would like to obtain copies of the manufacturers' guarantees and warranties prior to purchase.

Items with a money back guarantee from the manufacturer. Some items offer a Money Back Guarantee from the manufacturer (a "MBG"). In those instances, we will not accept product returns. You will need to contact the manufacturer directlyregarding return of the product and policies regarding such return. Please contact us if you would like to obtain copies of manufacturers' guarantees and warrantees, including any MBG, prior to purchase.

Television Returns.Returns of televisions 27 inches or larger are subject to the following restrictions:

• Upon delivery, please inspect the television carefully for damage while the shipper is still present. If you discover any damage, please refuse delivery and you will receive a refund of the purchase price, shipping and handling fees, and sales taxes (if any). You must sign the shipper's release form that acknowledges this return policy.
• If, after delivery, the television does not work, all returns, in-house servicing (if applicable), and warranty repairs are handled exclusively by the manufacturer. Televisions 27 inches or larger cannot be returned to us.
• You can obtain copies of warranties through us, or directly from the manufacturer.

Software.Opened software and Electronic Download Software (ESD) are not returnable, and Unopened software, after 7 days of receipt of product, is also not returnable. All licensing sales are final. Defective software may be returned within 7 days of invoice date only for exchange of the same title. Original shipping charges are not refundable. Shipping charges on returned software are the responsibility of the Customer. This paragraph applies to the fullest extent permissible under applicable law.

Damaged Shipments.If your shipment arrives damaged the shipment must be refused if you notice any visible damage or tampering on the box. Should the shipment be accepted, you must note the damage on the carrier's delivery record in accordance with the carrier's policy, save the merchandise in the original box and packing it arrived in, and notify us immediately to arrange for a carrier inspection and pick up of damaged merchandise. Concealed damage on a shipment must be reported within 7 days. If you do not notify us of damaged goods within the first 7 days of arrival, to the fullest extent permissible under applicable law, the regular return policy will override any claim of damage, and your purchase(s) will fall under all current manufacturer restrictions.

Defective / Dead On Arrival Non-Software Products.Returns of certain products are subject to approval by our technical support division if reported to us within the first 14 days after receipt of shipment and only after support from the original manufacturer has been received. The return must be 100% complete, in original and resalable condition, with all original packaging, manuals, and registration card(s). To the fullest extent permissible under applicable law, original shipping, packaging, handling and related charges are not refundable. Shipping charges on returned products are the responsibility of the Customer. We will match the shippingmethod and pay for shipping charges to you on replacement or exchange products. All late, non-defective, and/or incomplete returns, if accepted by us in our sole discretion, are subject to minimum 15% restocking fee or, if lower, the greatest amount permissible under applicable law.

Non-Defective Product Return.Customers may return certain non-defective items (subject to manufacturer's return policy) to us where such items are still in their sealed, original packaging within fourteen (14) days of invoice, either for credit or exchange. An automatic 15% restocking fee or, if lower, the greatest amount permissible under applicable law applies to all such returns. All shipping, packaging, handling and related charges are non-refundable.

Order Discrepancies.Any order discrepancies, i.e., missing items/components; mis-shipments; short-shipments, must be reported either to your Account Executive or to the Customer Service Department within 5 days of receipt of the shipment.

How to Return Products.

These Terms of Use and Sale are without prejudice to the provisions of the Consumer Contracts Regulations 2013 (the “Regulations”) (to the extent applicable) and, to the extent of any inconsistency between the Regulations and these Terms of Use and Sale, the Regulations shall prevail (to the extent applicable).

Obtaining an RA Number:Please contact either your Account Executive or the Customer Service Department by phone at +44 (0) 1908 010 555 within fourteen (14) days of purchase for a Return Authorisation (RA) number before returning your product to us. If the request meets the return criteria, the Returns Department will issue the RA number and send you the instructions on how to proceed. No returns of any type will be accepted without a RA number. For faster service, please have the following information on hand when calling for an RA number: customer name, order number, item number and serial number and the reason for the return. Upon receipt of a RA, customers have only five (5) days to return the product.

Original shipping, handling, packaging and related charges are not refundable. Shipping charges on returned products are the responsibility of the Customer. We will match the shipping method and pay for shipping charges to you for replacement or exchange products. We strongly recommend you use a traceable carrier and fully insure your return shipment in case of loss or damage.