Terms and Conditions

1.      Subject to these terms of purchase (these “Terms of Purchase”), TD SYNNEX Corporation and TD SYNNEX Canada ULC (together, “TD SYNNEX”) will purchase from you (“Vendor”) (i) hardware (“Hardware”) and (ii) software licenses, activation keys, or cloud services (“Software,” and together with Hardware, “Products”) under purchase orders issued by TD SYNNEX that reference these Terms of Purchase (each, a “PO”). These Terms of Purchase apply to and govern each PO, and each PO, together with these Terms of Purchase, constitutes an “Agreement.” The terms of each PO are expressly limited to these Terms of Purchase without addition, modification, or exception, and any term, condition, or proposal that is inconsistent with, or in addition to, the applicable Agreement is hereby rejected. TD SYNNEX’s silence or failure to respond to any terms or conditions different from the applicable Agreement shall not be deemed acceptance by TD SYNNEX. The territory under each Agreement is the United States and Canada (the “Territory”). Each Agreement is accepted by Vendor and becomes effective when Vendor first accepts or performs under the applicable PO.

2.      TD SYNNEX has a non‑exclusive right to purchase, market, and distribute the Products in the Territory to resellers (“Reseller(s)”) for resale to end users of the Products (“End User(s)”).

3.      Hardware will be delivered DDP (Incoterms 2020) to the destination specified in the applicable PO. Title and risk of loss in the Hardware pass to TD SYNNEX when the Hardware is delivered to such destination. TD SYNNEX may reject any non-conforming or damaged Hardware at Vendor’s expense. Vendor will pay all transportation charges. Vendor will be the importer of record for Hardware imported into the United States or Canada.

4.      For Software, Vendor shall provide user IDs, access, or other enabling information electronically to TD SYNNEX, Resellers, or End Users (as applicable) for prompt access by End Users. Software ordered for a specific term on a subscription basis (“Subscription”) shall not renew automatically. Any Subscription renewals or term extensions require a new PO from TD SYNNEX for the new term of service.

5.      Vendor shall provide TD SYNNEX with at least 30 days’ written notice of any price changes. Vendor may not increase the price for any PO already accepted by Vendor. If Vendor decreases the price of any Products, Vendor shall give TD SYNNEX a price credit for the full amount of the price decrease on all Products on order, in transit, or in TD SYNNEX’s inventory on the effective date of such price decrease (“Price Protection”).

6.      TD SYNNEX may, at TD SYNNEX’s discretion, return for credit to Vendor any Hardware for any reason, including but not limited to Hardware that (i) is in boxes that are or become damaged prior to delivery to the End User, (ii) is defective in material or workmanship, (iii) is overstocked, (iv) has been outdated by the release of a new version, or (v) has been returned to TD SYNNEX by the Reseller under a stock rotation or other return right. All such returns shall be delivered EXW (Incoterms 2020). Title and risk of loss shall pass to Vendor when the Hardware is made available to Vendor at TD SYNNEX’s location. Vendor shall pay for all freight related charges. Vendor shall issue a return material authorization (“RMA”) within five (5) days after TD SYNNEX’s request, or if no RMA is provided, TD SYNNEX shall return the Hardware to Vendor, and Vendor hereby authorizes such return, without the RMA.

7.      If a Product is subject to a recall (whether initiated by Vendor or a regulatory agency), Vendor shall be solely responsible for (i) all required Reseller and End User notifications, and (ii) all costs related to such recall, including but not limited to refunds to Resellers and End Users for recalled Products and all transportation costs related to recalled Products.

8.      For a PO that includes recurring billing, if any Reseller does not pay TD SYNNEX timely or if the End User does not pay Reseller: (i) TD SYNNEX may suspend or terminate the applicable PO immediately upon notice to Vendor, (ii) Vendor shall stop invoicing TD SYNNEX under the PO, and (iii) TD SYNNEX shall be relieved from all unpaid amounts due under the PO. If the Reseller is not paying, TD SYNNEX shall be free to communicate with the applicable End User and transfer the End User to a different Reseller. Vendor shall provide reasonable assistance for such transfer.

9.      Credits to TD SYNNEX’s account will be in an amount equal to the price paid by TD SYNNEX for the applicable Products minus any paid Price Protection credits. If credits are not received within a reasonable time, TD SYNNEX may deduct any such credits from the next monies owed to Vendor. If credits exceed any balances owed by TD SYNNEX, Vendor will issue a check payable to TD SYNNEX within 10 days notice after TD SYNNEX.

10.    Sums due to Vendor pursuant to this Agreement will be payable as follows: net 60 days after the date of invoice. The due date for payment will be extended while the parties have a bona fide dispute concerning such payment.

11.    Each party is responsible for its own taxes relating to transactions under this Agreement and shall report and pay any relevant taxes to the respective tax authorities. Vendor will invoice TD SYNNEX for all taxes applicable to sales of the Products, itemized by type and jurisdiction, which Vendor is required by law to collect from TD SYNNEX, unless TD SYNNEX provides Vendor with an appropriate tax exemption or resale certificate.

12.    The parties acknowledge that all Products distributed by TD SYNNEX are subject to U.S. Export Regulations and Controls and all applicable export laws and regulations of any foreign agency or authority. Vendor agrees to provide TD SYNNEX with all compliance related information, including, but not limited to, Export Control Classification Numbers (ECCN), Commodity Classification Automated Tracking System (CCATS), Country of Origin, Harmonized Tariff Schedule (HTS), certificate for any free trade agreement (FTA) or other preferential trade agreement and the specific rule of origin on which the certificate is based.

13.    Vendor shall advise TD SYNNEX of any/all dangerous goods requirements for all Products distributed under this Agreement including Products exempted under certain circumstances (i.e., labeling, etc.). Vendor will provide the appropriate United Nations # (UN#), Material Safety Data Sheets (MSDS), and Safety Data Sheets (SDS) upon request.

14.    The parties agree that each is subject to all applicable anti-bribery and anti-corruption laws (“ABAC Laws”). The parties shall comply with all applicable ABAC Laws. If a party breaches this section, the breaching party shall indemnify, defend, and hold harmless the non-breaching party against any third-party claim related to the violation of any ABAC Laws.

15.    Vendor shall keep complete and accurate books and records for five (5) years from the date of the purchase or longer if required by applicable law. Vendor will allow TD SYNNEX to audit records related to transactions under this Agreement.

16.    Vendor represents and warrants that: (i) Vendor has all right, title, ownership interest and marketing rights necessary to provide the Products to TD SYNNEX; (ii) the Products will comply with, and Vendor will perform its obligations under this Agreement in compliance with, all applicable laws and regulations (including but not limited to applicable data privacy laws and regulations); (iii) the Products do not infringe upon any copyright, patent, trademark, trade secret, or other proprietary or intellectual property right of any third party; (iv) the Products are new or clearly marked as refurbished, and free and clear of all liens and encumbrances; (v) the Products are not stolen or counterfeit; (vi) the Products conform in all respects to Vendor’s applicable product warranties for such Products; and (vii) TD SYNNEX may use trademarks and trade names of Vendor and third parties licensing Vendor, if any, to advertise, promote or distribute the Products.

17.    Vendor shall implement and maintain a corporate information security and privacy program designed to comply with all applicable data protection and data privacy laws and to protect all End User personal data from loss, misuse, and unauthorized disclosure. Each party hereby acknowledges and agrees that all such personal information communicated or disclosed to it by the other party shall be retained and used solely for the business or operational purpose for which it was disclosed, that no monetary or other valuable consideration was or shall be given in exchange for such information, and that, at all times such data shall be maintained and processed in accordance with all applicable data protection laws.

18.    Vendor agrees to defend immediately upon notice, and to indemnify and hold TD SYNNEX harmless from and against any and all claims, damages, costs, expenses (including, but not limited to, reasonable attorneys’ fees and costs) or liabilities that may result, in whole or in part, from (i) any End User warranty claim or claim that the Products caused property damage or personal injury (including but not limited to death) or arising from any recall, safety defect, regulatory noncompliance, product defect, or failure to warn concerning the Products, (ii) any claim that the Products or Vendor trademarks infringe any copyright, patent, trademark, trade secret, or other proprietary or intellectual property right of any third party, (iii) any claim arising from Vendor’s breach of any of the warranties provided in this Agreement, (iv) any claim arising from customs, trade, tariff, import, export, or sanctions errors or noncompliance concerning the Products or Vendor’s performance under this Agreement, (v) any claim arising from any other regulatory issue or noncompliance concerning the Products or Vendor’s performance under this Agreement, including any product durability, repairability, maintenance, or planned obsolescence requirement, or (vi) any claim arising from a breach by Vendor of its confidentiality, data security, and data privacy obligations under this Agreement. TD SYNNEX may participate in the defense of any claim with counsel of its choice at Vendor’s expense if TD SYNNEX determines that a conflict of interest exists or that Vendor’s defense does not adequately protect TD SYNNEX’s interests. If any claim described in subsection (ii) is made, or if the Products or Vendor trademarks are or are likely to be enjoined, Vendor shall, at its sole cost and expense and without limiting its indemnity obligations, promptly: (a) obtain the right for TD SYNNEX and its customers to continue using, selling, distributing, and supporting the affected Products or Vendor trademarks; (b) modify or replace the affected Products or Vendor trademarks so they are non-infringing and materially equivalent in function and performance; or (c) if neither option is available on commercially reasonable terms, refund all amounts paid for the affected Products or Vendor trademarks. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT.

19.    Vendor shall maintain Commercial General Liability or Comprehensive General Liability Insurance with limits of not less than $5,000,000 per occurrence. TD SYNNEX shall be named as an additional insured under such policy. Vendor will provide TD SYNNEX with a certificate of insurance evidencing such coverage upon request.

20.    Each party may receive the other party’s confidential or proprietary information (“Confidential Information”) in connection with this Agreement. Each party will keep the other’s Confidential Information strictly confidential, use it only to perform this Agreement, and not disclose it to any third party without the other party’s prior written consent, except that (i) TD SYNNEX may disclose Confidential Information to its parent, affiliates, and subsidiaries, and (ii) either party may disclose Confidential Information as required by law, regulation, or professional obligation. These confidentiality obligations survive for one (1) year after receipt of Confidential Information.

21.    This Agreement shall be governed by the laws of the State of Florida, without reference to choice of laws. The parties agree to venue in the applicable federal and state courts for Pinellas County, Florida. THIS AGREEMENT EXCLUDES THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (CISG).

22.    Any obligations under this Agreement that are meant to continue after performance is complete under the applicable PO will survive and remain in effect, including all payment obligations of each party to the other.