TD SYNNEX Corporation Terms & Conditions

By accessing any web sites of TD SYNNEX Corporation or its subsidiaries (collectively “TD SYNNEX Corporation” or “Seller”) or otherwise indicating acceptance as set forth below, you are agreeing to the following terms and conditions (as modified from time to time), and each time that you access TD SYNNEX Corporation you reassert your agreement. If you do not agree with these terms and conditions, then you may not access or use TDSYNNEX.com or any other TD SYNNEX Corporation web site. Certain TD SYNNEX Vendors require TD SYNNEX to pass-through terms for the Product to resellers and end users. By purchasing the Product from TD SYNNEX, Buyer agrees to these Vendor pass-through terms, which are located here.

1. Password
In order to access certain TD SYNNEX Corporation e-commerce websites, you must present a valid password and user ID. Your password is your sole responsibility, and you must take all necessary actions to safeguard the security of your password and its use in accessing TD SYNNEX Corporation and ordering product via TD SYNNEX Corporation. You agree not to challenge the validity or enforceability of any order made via TD SYNNEX Corporation with your password. You must not disclose your password to any person who is not authorized to use the password on your behalf. You will be solely responsible for all unauthorized use of your password by your employees or third parties, except where caused solely and directly by TD SYNNEX Corporation’s negligence. TD SYNNEX Corporation highly recommends that you change your password periodically, and that you change your password immediately when you have reason to believe that your password security has been compromised.

2. Terms and Conditions of Sale
All sales of products and finished goods offered and supplied by Seller to its customer (“Buyer”) for resale shall be pursuant to the following standard terms and conditions. Products may include, but are not limited to hardware products, software (including all open source licensed or distributed by TD SYNNEX Corporation, or incorporated into any software), and services (collectively “Products”). Any conflicting terms in your purchase order or elsewhere are without effect unless signed by the applicable party(ies). All Buyer purchases from TD SYNNEX Corporation are deemed to be purchases pursuant to a written agreement.

3. Disclaimer
USE OF TD SYNNEX CORPORATION’S E-COMMERCE WEB SITE IS ON AN “AS IS” BASIS AND TD SYNNEX CORPORATION MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE WEB SITE OR RELATED PRODUCTS. TD SYNNEX CORPORATION DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, TD SYNNEX CORPORATION DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE TD SYNNEX CORPORATION WEB SITE IS ACCURATE, COMPLETE OR CURRENT. PRICE AND AVAILABILITY INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE.

4. Limitation on Use
Buyer hereby acknowledges that Products are not intended for use in life support systems, critical care applications, human implantation, commercial aviation, nuclear facilities or systems or any other applications where product failure could lead to injury to persons or loss of life or catastrophic property damage. TD SYNNEX Corporation hereby disclaims any liability or responsibility for risk of loss, expenses, cost, liability, litigation and/or potential adverse verdict or judgment in relation to any such use of the products.

5. Limited License
The information and databases provided to you via certain TD SYNNEX Corporation e-commerce web sites is licensed to you by TD SYNNEX Corporation for your use only in the ordinary course of your business for your review, selection and purchase of products from TD SYNNEX Corporation. This license is non-exclusive, non-transferable, and may be terminated by TD SYNNEX Corporation with or without cause at any time.

6. Limitation of Liability
Except as specifically stated herein, neither TD SYNNEX Corporation nor any of its directors, employees or other representatives will be liable for damages arising out of or in connection with your use of any TD SYNNEX Corporation web site. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties. Except as specifically stated herein, neither TD SYNNEX Corporation nor any of its directors, employees or other representatives will be liable for damages arising out of or in connection with your use of any TD SYNNEX Corporation web site. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties.

IN NO EVENT SHALL TD SYNNEX CORPORATION BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR OTHER DAMAGES WHATSOEVER RESULTING FROM OR RELATED TO BUYER’S USE OF ANY TD SYNNEX CORPORATION WEB SITE OR TD SYNNEX CORPORATION’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT OR THE FURNISHING, PERFORMANCE OR USE OF ANY PRODUCT(S) SOLD PURSUANT HERETO, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, PRODUCT LIABILITY, PERSONAL INJURY, THE NEGLIGENCE OF TD SYNNEX CORPORATION OR OTHERWISE. TD SYNNEX CORPORATION’S LIABILITY SHALL BE LIMITED SOLELY TO THE REPAIR, REPLACEMENT OR CREDIT OF THE PRODUCT(S), AT TD SYNNEX CORPORATION’S OPTION.

7. Indemnity
You agree to defend, indemnify and hold TD SYNNEX Corporation and its affiliates, and their respective directors, officers, employees and agents, harmless from and against any and all liabilities, costs and expenses, including reasonable attorneys’ fees, arising from or in any way relating to your use of any TD SYNNEX Corporation web site or any Product acquired from TD SYNNEX Corporation.

8. Modification
These Terms and Conditions, along with (a) the terms and conditions on any TD SYNNEX Corporation invoice, (b) the terms and conditions of the TD SYNNEX Corporation credit application, and (c) the terms and conditions of any other agreement signed by authorized representatives of both Buyer and Seller, sets forth the entire agreement and understanding of the parties relating to the subject matter herein. In the event of a conflict between these various terms and conditions, they will take effect in the following order of precedence: (1) any signed agreement between the parties; (2) the terms and conditions on any TD SYNNEX Corporation Invoice, (3) these Terms and Conditions, and (4) the terms and conditions in Buyer’s credit application to TD SYNNEX Corporation. Any terms and conditions on Buyer’s purchase order or any other document not signed by TD SYNNEX Corporation shall have no force and effect.

Notwithstanding the foregoing, if Buyer and Seller have executed an agreement that specifically supersedes and replaces or modifies any or all of the Terms and Conditions, the terms of such Agreement shall control. No additional or different terms of conditions, whether material or immaterial, shall become a part of these Terms and Conditions unless expressly accepted in writing by an authorized officer of Seller. Any waiver by Seller of one or more of these Terms and Conditions or any defaults hereunder shall not constitute a waiver of the remaining Terms and Conditions or any future defaults hereunder. It is the intention of the parties that these Terms and Conditions shall be enforceable to the fullest possible extent, regardless of any partial invalidity or unenforceability, and that no failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder. The rights and obligations of Buyer under the Terms and Conditions may not be assigned by Buyer without the prior written consent of Seller (which shall not be unreasonably withheld).

TD SYNNEX Corporation may modify the information and functionality of any TD SYNNEX Corporation web site at any time. TD SYNNEX Corporation reserves the right, in its sole discretion, to modify, alter or otherwise update these Terms and Conditions at any time, and you agree to be bound by such modifications, alterations or updates. Any modifications, alterations or updates to these Terms and Conditions will be available to you on TD SYNNEX Corporation’s website, and you agree to regularly check TD SYNNEX Corporation’s website for new versions of these Terms and Conditions.

9. Governing Law/Venue
This Agreement shall be governed by and construed under the laws of the State of South Carolina, without regard to its principles regarding conflicts of law. The parties disclaim the United Nations Convention on Contracts for the International Sale of Goods in its entirety. The parties will attempt in good faith to promptly resolve any controversy, dispute or claim arising out of or relating to this Agreement through negotiations between the parties before resorting to other remedies available to them. If attempts to resolve the dispute amicably have failed or if negotiation to resolve the dispute is impossible (notably in case of urgent procedure to obtain a protective order), any action or proceeding between the parties relating to this Agreement shall take place in Greenville County, South Carolina and the parties hereby waive any objection to personal jurisdiction or venue in any forum located in that county. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. Buyer agrees to pay court costs and reasonable legal fees incurred in the collection of any unpaid balances whether or not suit is filed. In the event of any litigation arising out of this Agreement or its enforcement by either party, the prevailing party shall be entitled to recover as part of any judgement, reasonable attorneys’ fees and court costs.

10. Compliance
Buyer agrees to comply with all applicable laws, statutes, and regulations with respect to the Buyer’s performance and obligations under these terms and conditions, including the sale or resale of Products. Buyer further acknowledges and agrees that the Products are subject to the export control laws and regulations of the United States, including, but not limited to, the Export Administration Regulations, and sanctions regimes of the U.S. Department of Treasury and Office of Foreign Asset Controls. Buyer shall not, without prior U.S. government authorization, export, reexport, or transfer any Products, either directly or indirectly, to any country subject to a U.S. trade embargo, or to any resident or national of any such country, or to any person or entity listed on the “Entity List” or “Denied Persons List” maintained by the U.S. Department of Commerce or the list of “Specifically Designated Nationals and Blocked Persons” maintained by the U.S. Department of Treasury. In addition, Buyer may not export, re-export, or transfer Products to an end-user engaged in activities related to weapons of mass destruction. Such activities include, but are not necessarily limited to, activities related to the design, development, production, or use of: (1) nuclear materials, nuclear facilities, or nuclear weapons; (2) missiles or support of missiles projects; (3) chemical or biological weapons; and 4) life support systems, human implantation, or any other application where Product failure could lead to loss of life or property damage. In accordance with the US Foreign Corrupt Practices Act (the “FCPA”), Buyer agrees it has not made, and will not make, any direct or indirect payment, or offer or authorization to pay, any money, gift, or anything of value to any government official, including the immediate family of any such official, for the purpose of influencing an act or decision of the government or such individual in order to assist, directly or indirectly, Buyer or TD SYNNEX Corporation in obtaining or retaining business, or otherwise securing an improper advantage. At all times during the term of this Agreement, Buyer (including its affiliates), and its personnel shall comply with the requirements of the TD SYNNEX Corporation Reseller Code of Conduct, which may be modified from time-to-time.

BY ACCESSING ANY TD SYNNEX CORPORATION WEB SITE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

VENDOR TERMS AND CONDITIONS

Unless otherwise agreed in writing, these Vendor Terms and Conditions (“Vendor Terms”), as published herein, govern all purchases of products and services by TD SYNNEX Corporation (“TD SYNNEX CORPORATION”) from the manufacturer or vendor of such products or services (“Vendor”).

Vendor hereby appoints TD SYNNEX Corporation as distributor of Vendor’s products (“Products”) in the United States, Canada and Mexico and grants to TD SYNNEX Corporation a license to distribute the same.

1. Terms. TD SYNNEX Corporation reserves the right to change the Vendor Terms from time to time and at its sole discretion. Please check this page periodically for updates. This page was last updated on 01/25/2018.
2. Order. To order the Products, TD SYNNEX Corporation shall place a purchase order with Vendor and each such purchase order shall be governed by this Agreement. Each purchase order for the Products shall be subject to Vendor’s acceptance and, upon acceptance, Vendor shall confirm the purchase order and the shipping date with TD SYNNEX Corporation.
3. Delivery. The Products shall be delivered DDP (Incoterms 2010), freight charges paid by Vendor for all Products shipped to TD SYNNEX Corporation or its customers’ location(s). Title and risk of loss shall pass from Vendor to TD SYNNEX Corporation upon acceptance by TD SYNNEX  Corporation or its customer, as applicable. Vendor shall be importer of record.
4. Packaging. Vendor shall package the Products in Vendor’s customary manner but shall use commercially reasonable efforts to provide special packaging at TD SYNNEX Corporation’s written request and expense. Notwithstanding the foregoing, each Product shall be marked with a UPC bar code. If any Product is not marked with a UPC bar code, then TD SYNNEX Corporation will, at its option, either return the Product to Vendor at Vendor’s expense, or charge vendor a dollar ($1.00) per Product unit. If serialized, the serial numbers shall be conspicuously labeled on the outside of the box in both readable and bar code format.
5. Reseller Returns. Any reseller may return to Vendor, any Product that is nonconforming, or that allegedly contains any defect or inadequate warnings or instructions, or allegedly violates any law, regulations or court or administrative order, or allegedly infringes any patent, copyright, service mark, trade name, trade dress, trademark, or other right (collectively “Intellectual Property”), or that is returned for any other reason including buyer’s remorse.
6. Open Returns. Vendor shall allow TD SYNNEX Corporation to return any Products that have been opened by TD SYNNEX Corporation or its distribution channel.
7. Price Protection. In the event Vendor decreases the price of any Product, Vendor shall promptly grant TD SYNNEX Corporation a corresponding price decrease and issue a credit memo for (a) any affected Products ordered or purchased by TD SYNNEX Corporation, which either have not been shipped or delivered to TD SYNNEX Corporation, and (b) all Products held in inventory by TD SYNNEX Corporation on the date of such price reduction.
8. All payments shall be in United States dollars and shall be due within 30 days of the date of Vendor’s invoice with a 2% discount for all payments made within 15 days.
9. Credit. In the event that a net credit balance exists, Vendor will pay such amount to TD SYNNEX Corporation within 10 days of a debit amount date, as request by TD SYNNEX Corporation.
10. Confidentiality. The receiving party shall protect the confidentiality of the disclosing party’s Confidential Information. Notwithstanding the foregoing, each party may disclose the other party’s Confidential Information if and to the extent that such disclosure is required by law, provided that the receiving party uses reasonable efforts to limit the disclosure and provides the disclosing party a reasonable opportunity to preview and to object to the disclosure. “Confidential Information” shall mean the information of a party, which information is conspicuously marked with “Confidential,” or “Proprietary” or other similar legend. If Confidential Information is orally disclosed it shall be identified as such at the time of disclosure and a brief written non-confidential description of the information and confirmation of the confidential nature of the information shall be sent to the recipient within 30 days after the disclosure. Quantities, schedules, pricing, sales reports and inventory reports shall be considered Confidential Information whether disclosed orally or in writing, or whether or not marked “Confidential” or “Proprietary.” Confidential Information does not include information that: (a) was in the possession of, or was known by, the receiving party prior to its receipt from the disclosing party, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by the receiving party from a third party, without an obligation to keep such information confidential; or (d) is independently developed by the receiving party without use of Confidential Information.
11. Each of the parties agrees not to solicit, hire or engage any employees of the other party that are directly involved in the activities of the other party in connection with this Agreement during the period such employees are employed by the other party and for a period of 180 days after the date of such employee’s termination of employment from the other party.
12. Equitable Relief. Each party acknowledges that any material violation of the rights and obligations provided in this Section 3 may result in immediate and irreparable injury to the other party, and hereby agrees that the aggrieved party shall be entitled to seek immediate temporary, preliminary, and permanent injunctive relief against any such continued violations.
13. Product Warranty. Vendor warrants to TD SYNNEX Corporation that for a period of 180 days from the date of receipt by TD SYNNEX Corporation, the Products shall be free of defects in materials and workmanship and in compliance with all applicable federal, state, provincial and local government standards and regulations. Vendor further warrants to TD SYNNEX Corporation that the Products shall perform in accordance with the published specifications in their user manuals and related documentation provided by Vendor to TD SYNNEX Corporation, and shall achieve all functions described therein. At the option of TD SYNNEX Corporation, Vendor’s obligations under this product warranty include: (a) replacing the Products on cross-ship terms or (b) returning the Products for credit.
14. Limitation of Liability. EXCEPT FOR A BREACH OF SECTION 3, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR COSTS HOWSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.
15. Indemnification. With respect to any and all Products, Vendor agrees to defend, indemnify and hold harmless TD SYNNEX Corporation and each reseller (including their subsidiaries and affiliates, their successor and assigns) at Vendor’s expense from and against any claim, charge, demand, proceeding, suit, liability, cost, expense, order, decree, attorneys’ fees, court costs, trial or appeal and judgment including damages of any kind resulting from, arising out of or in connection with any actual or claimed: (a) personal injury, property damage or loss of any nature whatsoever alleged to have occurred as a result of the Products; (b) any defect in material, workmanship, or design; (c) Vendor’s failure to comply with any applicable federal, state, local or foreign statute, law, regulation, ruling or ordinance; (d) Intellectual Property infringement; or (e) any breach of any representation or warranty or agreement of Vendor. Vendor agrees to reimburse TD SYNNEX Corporation for any and all costs and expenses (including attorneys’ fees) incurred in responding to any subpoena or other compulsory process relating to the Products.
16. Upon termination of this Agreement, TD SYNNEX Corporation shall have the right to return any and all Products which remain unsold in TD SYNNEX Corporation’s inventory to Vendor and Vendor shall repurchase the same at the invoice price paid by TD SYNNEX Corporation for such Products. The provisions of Sections 3 through 6 shall survive any termination of this Agreement.
17. Entire Agreement and Modification. This Agreement shall constitute the entire agreement between the parties and supersedes all prior agreements and understandings between the parties relating to the transactions contemplated hereby. No modification of this Agreement shall be binding, unless in writing and signed by an authorized representative of each party.
18. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither party hereto shall in any way sell, transfer, assign, or otherwise dispose of any of the rights, privileges, duties and obligations granted or imposed upon it under this Agreement.
19. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall be severed and shall not affect any other provision hereof. Furthermore, the severed provision shall be replaced by a provision which comes closest to such severed provision, or part thereof, in language and intent, without being invalid, illegal or unenforceable.
20. Disputes. Excluding disputes relating to Section 3, any and all other disputes of every kind and nature between the parties arising out of or in connection with the existence, construction, validity, interpretation, or meaning, performance, non-performance, enforcement, operation, breach, continuance, or termination of this Agreement shall be submitted to binding arbitration, pursuant to the Rules of the American Arbitration Association, before a single arbitrator in Alameda County, California. In the event of any litigation arising out of this Agreement or its enforcement by either party, the prevailing party shall be entitled to recover as part of any judgment, reasonable attorneys’ fees and court costs.
21. Jurisprudence. This Agreement shall be governed by and construed in accordance with the laws of California and the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
22. Compliance with Laws. Vendor shall be solely responsible for complying with all applicable laws, statutes, rules, regulations and ordinances with respect to the manufacturing of the Products and Vendor’s performance under this Agreement and shall obtain all necessary approvals and permits. Vendor represents and warrants that the Products comply in all respects with all applicable laws, statutes ordinances and regulations. Vendor shall provide information as requested by TD SYNNEX Corporation regarding the source of any “conflict minerals,” as defined in Section 1502 of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act, in the Products.
23. Notice. All written notices required by this Agreement must be delivered in person or by means evidenced by a delivery receipt and will be effective upon receipt.
24. Supplier Code of Conduct. “Code” means the current version of TD SYNNEX Corporation’s Supplier Code of Conduct, as modified by TD SYNNEX Corporation from time-to-time and which as of the Effective Date is posted at https://www.synnexcorp.com/about-synnex/guiding-principles/. At all times during the term of this Agreement, Vendor shall comply with, and shall ensure that all Vendor contractors, subcontractors (including any affiliates) and its and their personnel comply with, the requirements of the Code. Subject to Vendor’s site safety and security requirements, TD SYNNEX Corporation or an external monitor, who has signed TD SYNNEX Corporation’s standard confidentiality or non-disclosure agreement, shall have the right to visit Vendor’s facilities to assess compliance with the Code, and to audit Vendor’s wage, hour, payroll, and other worker records and practices. Such audits will be conducted in an efficient manner and with minimal disruption of Vendor’s operations. Vendor shall promptly implement corrective action to remedy any material non-conformance identified by TD SYNNEX Corporation. Vendor shall periodically assess its contractors’ and subcontractors’ compliance with the Code and require prompt corrective action to remedy any material non-conformance identified.
25. Order of Precedence. In the event of a conflict or inconsistency between a term or provision of any Vendor document (including any pre-printed terms contained therein) and a term or provision of these Vendor Terms, these Vendor Terms will control. Without limiting the foregoing, the order of precedence language in this paragraph specifically supersedes any conflicting language in any Vendor invoice.

Terms & Conditions of Sale

These Terms and Conditions of Sale ("Terms and Conditions") between Tech Data Corporation on behalf of itself and its U.S. subsidiaries (together "TDC") and the entity purchasing products from TDC ("Buyer") govern the sale, license, resale and distribution, as applicable, of third-party vendor ("Vendor") hardware, products, services and software (including all open source licensed or distributed by Vendor, or incorporated into any Vendor software) and TDC services, which consist of a variety of services sold and/or performed by TDC (as opposed to third-party vendor services resold by TDC) ("TDC Services") (collectively "Products") by TDC to Buyer. Certain TDC Vendors require TDC to pass-through terms for the Product to resellers and end users. By purchasing the Product from TDC, Buyer agrees to these Vendor pass-through terms, which are located at https://tdcontent.techdata.com/reseller/secure/commerce/promos/vendor-pass.aspx.

1. ACCEPTANCE OF PURCHASE ORDERS

Acceptance: Buyer accepts these Terms and Conditions through any of the following, whichever occurs first: (a) Buyer submits a purchase order, whether electronically, by phone, or in writing ("Order") to TDC; (b) Buyer provides written acknowledgment; (c) Buyer accepts any shipment of any Products; or (d) Buyer performs any other act or expression of acceptance. All Orders are subject to TDC acceptance, which may occur in writing, Electronic Data Interchange ("EDI") acknowledgment, or execution of the Order. Acceptance is expressly limited to these Terms and Conditions in their entirety without addition, modification or exception. TDC rejects any term, condition, or proposal submitted by Buyer (whether oral or in writing) which are inconsistent with or in addition to these Terms and Conditions. TDC's silence or failure to respond to any subsequent or different term, condition, or proposal shall not be deemed to be TDC's acceptance. Buyer may not change, cancel, or reschedule orders for Products without TDC's prior written consent.

Quotations: Quotes from TDC are applicable for the period specified in the quote. TDC reserves the right to allocate the sale of Products among its buyers. Unless otherwise agreed to in writing by TDC, quotes are invitations to tender and are subject to change at any time without notice. All information relating to TDC pricing is proprietary and confidential and Buyer will keep such information confidential.

2. DELIVERY

Shipping Policy:Unless otherwise agreed in writing, TDC will deliver or arrange to deliver the Products in accordance with TDC's shipping policy in effect on the date of shipment. The current TDC shipping policy is located at http://www.techdata.com/

Domestic: For all domestic transactions, including drop shipments, title to the Products and all risk of loss or damage with respect to the Products, except software or services, shall pass to Buyer upon delivery to the carrier or Buyer's representative at the logistics center where the Products are located.

International: For all international transactions, including drop shipments, the Product will be shipped FCA (Free Carrier) from the logistics center where the Products are located (Incoterms 2020). TDC assumes no responsibility for Additional Fees as defined in Section 4(a) for the country designated for delivery by the Buyer. Title and risk of loss, except for software or services, shall pass to the Buyer upon delivery to the Buyer or Buyer's representative at TDC's logistics center or, for drop shipments, upon delivery of the Products to the first common carrier.

Delivery Information:Delivery is subject to TDC's receipt of all necessary information and documentation from Buyer including all import certificates, exemption or resale certificates, licenses, and other documents required from Buyer for export of the Product. Buyer shall notify TDC of any claimed shortages or rejections of delivery per the requirements stated in TDC's then current return policies located at http://www.techdata.com/ ("Return Policies") and must meet all other TDC requirements as stated in the Return Policies. Buyer shall provide such notice in writing and with reasonable detail, stating the grounds for any such rejection. Buyer's failure to give such notice within the time specified is deemed an acceptance in full of any such delivery.

3. TDC SERVICES

Limited TDC Services Warranty:TDC warrants that TDC Services will be performed in a reasonable and workmanlike manner. To the extent permitted by law, TDC makes no other warranty, express or implied, such as warranty of merchantability, fitness for purpose or non-infringement. Buyer's sole remedies for breach of this Limited TDC Services warranty are, at TDC's sole discretion, to: (i) re-perform the TDC Services, or (ii) refund the portion of the fees paid by Buyer that relate to the non-conforming TDC Services.

Exclusive Remedy:THIS SECTION STATES TDC'S ENTIRE LIABILITY FOR WARRANTY CLAIMS FOR TDC SERVICES. BUYER MUST NOTIFY TDC IN WRITING OF ANY ALLEGED BREACH OF WARRANTY NO LATER THAN THIRTY (30) DAYS AFTER COMPLETION OF THE APPLICABLE TDC SERVICES. TO THE EXTENT PERMITTED BY LAW, TDC MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, SUCH AS WARRANTY OF MERCHANTABILITY, FITNESS OR PURPOSE OR NON-INFRINGEMENT. TDC DISCLAIMS ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, STATUTORY OR OTHERWISE. IN PARTICULAR, TDC DOES NOT WARRANT THAT SOFTWARE PROVIDED BY TDC IS UNINTERRUPTED OR ERROR-FREE.

4. PRICE AND PAYMENT

Additional Fees:TDC's prices stated on invoices and quotations are for Products only and do not include applicable federal, state, municipal and other government taxes (such as sales, use, value-added, and similar taxes), as well as import or customs duties, license fees, freight (except as otherwise provided in TDC shipping policy) and any other similar charges, however designated or levied on the sale or delivery of the Products or measured by the purchase price paid for the Products ("Additional Fees"). Buyer is responsible for all Additional Fees. TDC shall invoice Buyer for all taxes applicable to sales of the Products, itemized by type and jurisdiction, which TDC is required by law to collect from Buyer. Exemption certificates must be presented to TDC prior to shipment if they are to be honored. Upon Buyer's request, TDC will provide Buyer with sufficient documentation to enable Buyer to complete any necessary tax filings or claim any applicable tax credits for amounts paid to TDC. If applicable law requires Buyer to deduct any amount from the amounts to be paid to TDC due to withholding taxes or any other taxes or levies of any kind, Buyer shall pay all such additional amounts so that the net amounts received by TDC are the amounts specified on the invoice. To the extent that any withholding tax is payable, TDC and Buyer shall mutually collaborate and provide any and all assistance reasonably requested to obtain the benefits of any applicable tax treaty between the country where the TDC entity that accepted Buyer Order is located and the applicable jurisdiction where the withholding tax applied.

Payment Terms: Payment is due as stated on TDC's invoice without offset or deduction for withholding taxes or any other fees. TDC, at its discretion, may require reasonable advance assurances of payment through irrevocable bank letters of credit or otherwise. All unpaid invoices will bear interest at an amount equal to 1-1/2% of the outstanding balance per month (or the maximum rate of interest allowed to be contracted for by law, whichever is less), starting on the date payment is due. Buyer's failure to make timely payment may result in such action as commencement of proceedings for collection, revocation of credit, cancellation of Orders, stoppage of shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods, and termination of any one or more sales agreements. At any time, TDC may change the terms of Buyer's credit. TDC may apply payments to any of Buyer's accounts. Notwithstanding any "net" payment provisions specified on the invoice, TDC shall have no continuing obligation to deliver Products on credit, and any credit approval may be withdrawn by TDC at any time and without prior notice. Prior to accepting an Order, TDC may require Buyer to grant TDC a security interest in the Product, plus all accounts resulting therefrom as a condition of accepting an Order. Buyer agrees to execute a Security Agreement in a form acceptable to TDC, and Buyer authorizes TDC to file financing statements as TDC deems appropriate to perfect and/or continue TDC's purchase money security interest therein.

Collections: If TDC engages an attorney or collection agency for the purpose of collection, or enforcing TDC's security interest in the Products, with or without litigation, Buyer shall pay any and all associated costs, including and without limitation, attorneys' fees and costs (whether incurred prior to, during, or subsequent to trial), collection, bankruptcy, or other creditor's rights proceedings. TDC reserves the right to effect a recoupment, to set off of any funds due at any time to Buyer from TDC, and to set off any amounts against amounts owed by Buyer to TDC.

Currency: If a sale is to occur (or the Product is to be shipped) outside of the United States, Buyer acknowledges and agrees that the amount due TDC shall be paid in U.S. Dollars. Any payment by Buyer in local currency or the receipt by TDC of local currency as a consequence of enforcement procedures against Buyer will be deemed (a) an authorization for TDC to use that local currency to purchase U.S. Dollars or, (b) if such purchase is prohibited by local law, an authorization to purchase appropriate bonds or other instruments and export them from the Buyer's country in order to convert the currency into U.S. Dollars and apply the proceeds to the payment of any amounts owed to TDC by Buyer. Buyer is responsible for any deficiency as a result of conversion of payment into U.S. Dollars.

5. RETURN

Returns:All Product returns are subject to TDC's Return Policies. All Orders that are identified by TDC as non-standard or "NCNR" are non-cancelable and non-returnable. If TDC issues a return authorization to Buyer allowing Buyer to return Product to TDC, Buyer will deliver the Product to TDC's specified address in the United States and Buyer shall bear Additional Fees designated or levied, on any replacement Product to be shipped by TDC to Buyer. If TDC determines such Products are not eligible for return, TDC will, at its sole discretion, send such Products back to Buyer on freight collect basis, or hold such Products (at Buyer's expense) for Buyer's collection and on Buyer's account. The right to return defective Products as set forth herein shall constitute TDC's sole liability and Buyer's exclusive remedy in connection with any claim of any kind relating to the quality, condition, or performance of any Product, whether such claim is based upon breach of contract, warranty, negligence or other tort, breach of any statutory duty, indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise.
Hazardous Materials
Lithium Batteries: Recalled Lithium batteries or lithium batteries that are known or suspected to be defective or damaged present a high safety risk to personnel and property and are not permitted to be returned to Tech Data facilities under any circumstances. Packaging and Labeling of Dangerous Goods: Items identified as dangerous goods for transport need to be packaged, marked and labeled according to local and global regulations for the transport of Dangerous Goods including, but not limited to, IATA, IMDG, DOT, ADR, as referenced in Tech Data's Product Return policies. These items may include but are not limited to: Lithium Batteries, Magnetic Materials, Aerosols or Pressurized Gas, and other materials that can pose a risk to property and life.

6. DISCLAIMER OF WARRANTIES

Disclaimer of Warranties: Notwithstanding any right to return defective products under TDC's Return Policy as specified in Section 5 or the limited TDC Services Warranty as specified in Section 3, TDC makes no representations or warranties of any kind with respect to the Products, including but not limited to Product information. TDC HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. TDC WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST, OR EXPENSE FOR BREACH OF WARRANTY. Except for the limited TDC Services Warranty as specified in Section 3, any product warranties applicable to the Products shall be provided by the Vendor. Buyer shall not make any representations and warranties on behalf of TDC or the Vendor.

7. LIMITATION OF LIABILITY

Limitation of Liability: SUBJECT TO THE LIMITATIONS OF SECTIONS 5 AND 6, TDC'S LIABILITY FOR DAMAGES ARISING UNDER THESE TERMS AND CONDITIONS, OR WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL: (1) BE LIMITED TO ACTUAL, PROVEN, DIRECT DAMAGES; AND (2) WILL NOT EXCEED THE NET AMOUNT PAID TO TDC BY BUYER FOR THE PRODUCT THAT IS THE SUBJECT OF THE CLAIM. TDC SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS AND CONDITIONS OR THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA, COSTS OF COVER, OR FOR ANY DAMAGES OR SUMS PAID BY BUYER TO THIRD PARTIES, EVEN IF TDC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY APPLIES WHETHER ANY CLAIM IS BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE.

8. STREAMONETM

StreamOneTM: StreamOneTM is an online platform offered by TDC. If Buyer chooses to use StreamOneTM, Buyer's use is subject to these Terms and Conditions, and any additional StreamOneTM platform agreements, which will be communicated to Buyer at the time of purchase. The additional terms found in this Section 8 will specifically apply to all sales by TDC through StreamOneTM. All data and other information available on StreamOneTM are proprietary, confidential and the sole property of TDC or third parties licensing such information to TDC.

Electronic Delivery / Access: Unless otherwise agreed in writing, the Products made available through StreamOneTM will be made available for use by software download or the transmission of (or access to) enabling information electronically.

Credit Card Authorization: If Buyer pays by credit card, Buyer represents that it is the owner of or is authorized to use the credit card and Buyer authorizes TDC to charge the credit card for all transactions through the StreamOneTM platform, unless otherwise specified. If TDC extends credit to Buyer, Buyer will be invoiced on the agreed upon terms.

9. AUTOMATIC RENEWALS AND RECURRING SERVICES

Automatic Renewals and Recurring Services: For Products made available on a subscription or recurring term basis ("Subscriptions"), Buyer agrees that TDC may invoice Buyer for automatic renewals and Subscriptions, using Buyers initial purchase order number as authorization for subsequent invoices until Buyer properly cancels the applicable Subscription. Buyer further agrees to notify end users of the applicable renewal Subscriptions and payments due and acknowledges that Buyer's obligation to pay is not conditioned on: (a) TDC's invoice for Products, (b) Buyer's placement of a renewal purchase order, or (c) Buyer's receipt of a renewal order from its customer.

Consent to Move End Users for Default: If Buyer defaults on these Terms and Conditions, TDC reserves the right to move Buyer's end users to another reseller or other provider to avoid interruption of access by the end user.

10. BUYER'S OBLIGATIONS

Compliance with Laws: Buyer represents and warrants that it will comply with all applicable laws, codes, directives, ordinances, and regulations. Buyer further acknowledges and agrees that the Products are subject to the export control laws and regulations of the United States, including, but not limited to, the Export Administration Regulations, and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls. Buyer shall not, without prior U.S. government authorization, export, reexport, or transfer any Products, either directly or indirectly, to any country subject to a U.S. trade embargo, or to any resident or national of any such country, or to any person or entity listed on the "Entity List" or "Denied Persons List" maintained by the U.S. Department of Commerce or the list of "Specifically Designated Nationals and Blocked Persons" maintained by the U.S. Department of Treasury. In addition, Buyer may not export, re-export, or transfer Products to an end-user engaged in activities related to weapons of mass destruction. Such activities include, but are not necessarily limited to, activities related to the design, development, production, or use of: (1) nuclear materials, nuclear facilities, or nuclear weapons; (2) missiles or support of missiles projects; (3) chemical or biological weapons; and 4) life support systems, human implantation, or any other application where Product failure could lead to loss of life or property damage.

Vendor Restrictions: Buyer acknowledges and agrees that some Product sales are limited to a specified territory and shall not sell Products outside that territory. Such sales may constitute copyright or trademark infringement. Products purchased by Buyer may also be subject to additional usage restrictions or authorizations or terms and conditions imposed by the Vendor. Buyer is responsible for ensuring compliance with any such restrictions, authorizations or terms and conditions. Buyer shall comply with any applicable rights of third parties regarding Products, including software or other intellectual property, such as patents, copyrights, and user licenses.

Anti-Bribery Anti-Corruption: Buyer agrees it has not and will not in the future directly or indirectly offer or pay, or authorize the offer or payment of, any money or anything of value in an effort to influence any government official or any other person in order to improperly obtain or retain business or gain an improper business advantage, and has not accepted, and will not accept in the future, any such payment.

Software: Software is the machine-readable (object code) version of computer programs ("Software"). Buyer shall not, directly or indirectly, modify the features or functionality of, copy or create derivative works using all or any portion of, decompile, or otherwise reverse engineer or attempt to reverse engineer or derive source code, techniques, algorithms or processes from the Software or permit or encourage any third-party to do so. Buyer's use of Software and any related documentation is governed by the Software's applicable license agreements. Software embedded in or bundled with hardware must be used solely with the device for which it was intended and may not be transferred separately. Buyer authorizes TDC to accept, on Buyer's behalf, any end-user license agreement, or similar agreement for Products. Buyer shall secure this same authority from its end user. TDC has no obligation to accept any end-user license agreements but may use its sole discretion to exercise its authority. Buyer acknowledges that Vendor or Vendor's third-party licensors will provide any license required to use the Product and not TDC.

Records and Audit:Buyer shall keep complete and accurate books and records for seven (7) years from the date of the purchase or longer if required by applicable law. Buyer will allow TDC to audit records related to transactions under these Terms and Conditions.

Refunds: Buyer will reimburse to TDC any funds TDC has provided to Buyer as a pass-through from the Vendor ("Pass-Through Funds") in the following instances: (1) TDC is obligated to return the Pass-Through Funds to the Vendor, or (2) TDC provided the Pass-Through Funds to Buyer but did not receive the Pass-Through Funds from the Vendor. These Pass-Through Funds include but are not limited to discounts, fees, and marketing funds. TDC may also recover such Pass-Through Funds by offsetting any amounts due to Buyer from TDC.

Notices and Communications: Buyer consents to receive all communications from TDC or Vendor regarding Products and shall promptly notify TDC in writing of all changes to Buyer's name, address, and control/ownership of its assets. Additionally, Buyer consents to allow TDC to contact Buyer's end users regarding Products.

Indemnification: Buyer will indemnify, defend, and hold TDC harmless from and against any and all liabilities, losses, and damages (including but not limited to, reasonable attorney's fees, and costs of establishing rights to indemnification) for any claim including: (i) breach by Buyer of any warranty, representation, or covenant under these Terms and Conditions; (ii) breach or violation by Buyer of any agreement with a Vendor or the rights of a Vendor, respectively; (iii) non-compliance with requirements of these Terms and Conditions; or (iv) claims arising from Buyer's negligence or willful misconduct; or (v) claims arising from (1) TDC's compliance with Buyer's designs, specifications or instructions; (2) modifications of any Product by anyone other than TDC; or (3) use or sale of Products in combination with other products or in violation of the Vendor's applicable specifications and/or documentation.

Code of Conduct:Buyer shall comply with the requirements of TDC's then current Code of Conduct. The current TDC Code of Conduct is located at https://www.techdata.com/code-of-conduct.html.

11. GOVERNMENT SALES

Product Sourcing Restrictions: Buyer has an affirmative duty to notify TDC in writing during the quotation, request, and order process of any product sourcing restrictions, including the Trade Agreement Act ("TAA"), Buy American Act, or other sourcing restrictions that apply to the Products.

Commercial Items: TDC is a distributor of "Commercial Items" as defined in FAR 2.101. TDC does not intend to sell Products, whether to the U.S. Government or a higher-tier contractor, that fail to meet the "commercial item" definition in FAR 2.101. Accordingly, TDC agrees only to the clauses in the Federal Acquisition Regulation ("FAR") and agency FAR supplements (as applicable based on the U.S. Government customer) that are explicitly required to be inserted in a subcontract for commercial items, as set forth in FAR 52.244-6(c)(1) or an agency FAR supplement. In accordance with FAR 12.211, Buyer will receive only those rights in technical data customarily provided to TDC by the manufacturers. This will not be interpreted as providing Buyer unlimited rights in data, software, or intellectual property rights provided by the manufacturers or any other third party. If Buyer is not an authorized GSA Buyer, TDC specifically rejects the requirements of the: (i) Trade Agreements Act, FAR 52.225-5 or DFARS 252.225-7021; and (ii) the Buy American Act, FAR 52.225-1 or DFARS 252.225-7001. TDC does not accept any Preference for Domestic Specialty Metals regulations unless the Vendor expressly represents and warrants that the Products provided through TDC are compliant.

12. GENERAL

Entire Agreement: These Terms and Conditions constitute the entire agreement of the parties with respect to all sales by TDC to Buyer, and supersedes any and all prior negotiations, representations and agreements, whether written or oral, between the parties. Each party acknowledges that no representations, inducements, promises or agreements, orally or otherwise have been made by any party. No other agreement, statement or promise modifies these Terms and Conditions unless it is in writing and signed by both parties. Any TDC waiver or default of one or more of these Terms and Conditions is not a waiver of the remaining Terms and Conditions or of any future defaults. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of its rights.

Governing Law and Venue: Any provision of these Terms and Conditions that is prohibited or unenforceable under the laws of the State of Florida shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these Terms and Conditions. These Terms and Conditions are governed by the laws of the State of Florida notwithstanding any choice of law provisions. The venue for any disputes arising out of these Terms and Conditions shall be, at TDC's sole and exclusive option, Pinellas County, Florida or the courts with proper jurisdiction at Buyer's location. ALL SALES TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.

Force Majeure: TDC is not liable for failures to perform (including, without limitation, delays in delivery) due to causes beyond its reasonable control (for example, acts of nature, acts or omissions of Buyer, operational disruptions, man-made or natural disasters, acts of war, government interference, epidemic medical crises, materials or Product shortages, strikes, criminal acts, delays in delivery or transportation, or inability to obtain labor, materials or Products through regular sources).

Data Protection and Personal Information: Buyer acknowledges that end user personal information is necessary for end users to access or use certain Products. Buyer agrees to provide such personal information as requested by the Vendor to both TDC and the Vendor. Buyer represents and warrants that Buyer, will comply with applicable data protections laws, including providing notice and properly obtaining the consent of the end user to provide said personal information to TDC and the Vendor for the purpose of fulfilling the transaction.

Trademarks: Buyer will not use TDC's name, logos, trademarks, or other intellectual property rights without TDC's written consent. Buyer grants TDC the limited right to use its logos and trademarks in any marketing and promotional materials associated with these Terms and Conditions.

Accurate Information: Buyer represents and warrants that the information provided in any documents to TDC will be true and correct in all material respects and contains all information necessary so that the information is not materially misleading. Buyer acknowledges that TDC is relying on the accuracy of the information provided by Buyer.

Assignment and Survival of Obligations: Buyer may not assign these Terms and Conditions without TDC's prior written consent. TDC may, without Buyer's consent, assign these Terms and Conditions, including all its amendments, attachments and addenda, and its rights and obligations to its successors, assigns or a purchaser of all or substantially all of its assets. All benefits of the contract will enure to the benefit of the assignee. Buyer may purchase from any Tech Data Corporation U.S. subsidiaries pursuant to these Terms and Conditions. All obligations under these Terms and Conditions that by their nature extend beyond termination, including without limitation all monetary obligations of either party to the other under these Terms and Conditions, will survive termination, remain in effect and bind all successors and assigns.

Independent Contractors. The Parties will act as independent contractors in the performance of these Terms and Conditions and neither Party shall act as agent for or partner of the other Party.

Confidentiality Each party acknowledges that during performance of its obligations pursuant to these Terms and Conditions, it may obtain certain information specifically marked as confidential or proprietary. Each party hereby agrees that all such information disclosed to it by the other party, its parent, affiliates, subsidiaries, whether before or after the effective date, shall be and was received in strict confidence, shall be used only for purposes of these Terms and Conditions, and shall not be disclosed without the prior written consent of the other party, except as may be necessary by reason of legal, accounting or regulatory requirements beyond either party's reasonable control. The provisions of this Section 12(i) shall survive for a period of one (1) year after the date of such disclosure.