Products and Services General Terms and Conditions
Updated August 2024
Unless otherwise agreed in writing and signed by an authorized representative of Ingram Micro Inc. or its applicable subsidiary, these Products and Services General Terms and Conditions (“General Terms”), as published on Ingram Micro’s Web site located at www.ingrammicro.com at the time of sale or procurement, govern all purchases and provisioning of products and services, including Ingram Micro Services (as defined below) (collectively “Products”) by the entity placing an order (“Customer”) and Ingram Micro Inc., a Delaware corporation, or its appropriate subsidiary(ies) with which Customer transacts (individually and collectively, “Ingram Micro”). For the purposes of these General Terms, the term “Ingram Micro Services” means services provided by Ingram Micro or Ingram Micro’s subcontractor which may be offered as a SKU or as described in a Statement of Work (SOW), excluding services provided by a manufacturer, publisher or other service provider of the Products (“Vendor”). By ordering any Product, Ingram Micro Services or Vendor Services, Customer accepts and agrees to be bound by and comply with these General Terms. “Vendor Services” include any software or cloud products or services provided to end users directly by a Vendor. Ingram Micro will sell to Customers an entitlement to obtain access to or acquire the Vendor Services and will place orders with the Vendor, manage billing, and provide agreed support services related to gaining access to the Vendor Services.
Most software, including Vendor Services, is offered on a subscription basis for an initial term that is often subject to auto-renewal. Further, software typically does not require any physical delivery, and thus no terms herein related to delivery or physical returns will apply to software or Vendor Services unless expressly agreed otherwise. Customer’s resale of software or Vendor Services may be subject to additional terms and conditions required by the Vendor. All software and Vendor Services will require the end user to accept the Vendor’s end user license agreement, terms of use, or terms of service. Accordingly, if Customer is using software or Vendor Service as an end user, Customer will need to agree to the applicable Vendor terms. Customer’s license or right to use any Vendor Services is provided by the Vendor and not Ingram Micro and is subject to any terms and conditions made available by the Vendor, including, but not limited to, warranties (if any), ownership of intellectual property and permitted uses.
Vendor Services will be provided by the applicable Vendor, and Ingram Micro will provide an entitlement to access or acquire the Vendor Services. Ingram Micro will have no further obligations to the Customer or to any subsequent customer or end user once Ingram Micro has provided the entitlement to access or acquire the Vendor Services to the Customer, apart from placing orders with the Vendor, managing billing, and providing agreed support services related to gaining access to the Vendor Services.
1. Credit.
Ingram Micro will specify Customer’s payment terms when Customer establishes its account. Customer’s credit line and payment terms are subject to change from time to time. Ingram Micro has the right to modify, increase, decrease or terminate Customer’s credit privileges and terms at any time.
2. Orders.
For all of Customer’s purchases from Ingram Micro: (i) Customer is required to sell the Product within the authorized territory only, in accordance with any applicable Vendor territory limitations, and comply with all U.S. trade policies and laws as well as U.S. export control laws and regulations; (ii) if Ingram Micro requests, Customer must provide Ingram Micro information regarding the territories where Customer intends to resell the Products from Customer; and (iii) Customer may not resell Products outside the authorized territory without Ingram Micro’s prior written approval. Additional terms and conditions may apply to the purchase of certain Products as specified with the description of the particular Product. Customer’s orders are offers to purchase Products subject to these General Terms. All orders are subject to Ingram Micro’s acceptance. Ingram Micro may decline or cancel any order for any reason at any time prior to acceptance, which occurs at time of shipment, or as otherwise specified in these General Terms. Ingram Micro’s acceptance of Customer’s order is limited to these General Terms without any modification or exception. Additional terms and conditions on any Customer document (e.g., order) will have no effect and will not change or add to these General Terms whether or not Ingram Micro specifically objects to those terms and conditions. Customer represents and warrants that all of Customer’s employees and agents placing orders on behalf of Customer are duly authorized to commit Customer. Customer acknowledges that by saving a credit card for future use, Customer agrees to store its card details for future payments. Customer is responsible for keeping its login information secure and safe. Anyone who has access to Customer’s account will be able to make purchases using Customer’s saved card. Customer will be liable for any transactions made on Customer’s account. Customer is responsible for monitoring its orders on a daily basis. All accepted orders are binding. Customer may not cancel or amend any accepted order without Ingram Micro’s written consent, except in the event of a material default by Ingram Micro with respect to such order which has not been cured by Ingram Micro within a reasonable period of time, but not less than 10 days, following receipt of written notice from Customer of such default. Any cancellation by Customer permitted under these General Terms must be in writing and specify in reasonable detail the nature of the default. Orders for non-standard Products, including Products configured to Customer’s specifications, are non-cancelable and non-returnable.
3. Price.
Customer may purchase Products at the prices prevailing at the time of shipment, as determined by Ingram Micro. Quoted prices are subject to change without notice and, unless specifically included in a quote or invoice, do not include any taxes, handling, shipping, transportation, duties or other charges or fees. Customer is responsible for all applicable fees and all federal, state, provincial, municipal, custom duties, and other government taxes (such as sales, use, value-added, and similar taxes) on the sale and delivery of Products. Customer must present to Ingram Micro exemption certificates, valid in the place of delivery, prior to shipment. If Customer is offered special pricing for certain orders and such pricing is made available to Ingram Micro by a Vendor, Customer will adhere to the applicable special pricing terms and conditions provided by the Vendor. Customer agrees to pay any service fees charged for Ingram Micro's pass through of special pricing and other Vendor driven benefits Customer may receive, including any marketing funding, price protection and individual rebates, and agrees that pass through and payment of such benefits will be subject to Ingram Micro having received the benefits from Vendor. The special pricing terms may require Customer to comply with certain requirements including without limitation: (i) the sale of the Products only to specifically named customers; (ii) the disclosure of customer information to Ingram Micro and the Vendor for the purpose of end-user verification; (iii) the submission of copies of customer invoices, purchase orders or shipping documents to Ingram Micro and the Vendor; and (iv) selling the Products into the authorized territory(ies) as specified by the Product’s Vendor. Subject to the special pricing terms and conditions applicable for the individual Vendor and Products, breach of the special pricing terms and conditions may entitle Ingram Micro and/or the Vendor to reclaim and invoice Customer in full for all discounts, rebates and other special price conditions granted to Customer under the special pricing terms and conditions or special price. Customer agrees and understands that any special discounts or promotions offered by Ingram Micro are only applicable to Products that are sold into the authorized territory(ies) as specified by the Vendor. If Customer does not sell the Products into the authorized territory(ies) as specified by the Vendor, Customer agrees to reimburse Ingram Micro the value of special discounts and promotions and indemnify Ingram Micro from and against all losses, claims, damages, penalties, costs and expenses caused by Customer when failing to comply with this provision.
4. Taxes
Each party will be responsible for taxes based on its own capital, net income, gross receipts, employment taxes of its own employees, and for taxes on any property it owns. Customer is otherwise responsible for all applicable fees and taxes, including any sales, value added, federal, state, provincial, municipal, and other government taxes or duties on Customer orders.
If applicable law requires Customer to deduct any amount from the amounts to be paid to Ingram Micro due to withholding taxes or any other taxes or levies of any kind, Customer shall pay all such additional amounts to Ingram Micro so that the net amounts received by Ingram Micro are the amounts specified on the invoice. To the extent that any withholding tax is payable, Ingram Micro and Customer 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 Ingram Micro entity that accepted Customer order is located and the applicable jurisdiction where the withholding tax applied.
Where applicable, Customer will provide Ingram Micro a valid resale or exemption certificate or listing of all valid tax registration identification numbers to minimize indirect taxes (including value added, sales, use, excise, duties, gross receipts, goods and services, and other transaction taxes, fees and surcharges). Customer agrees to pay Ingram Micro for any and all underpaid transaction taxes and any associated interest and penalties thereon if it was later determined that such underpayment was the result of inaccurate or incomplete resale exemption documentation or tax identification numbers provided to Ingram Micro by customer used in the determination of the amount of transaction taxes to be paid by Customer. Ingram Micro reserves the right to request from Customer reimbursement thereof.
5. Payment.
Customer agrees to pay all charges according to the payment terms established in each invoice for Products it acquires from Ingram Micro. Customer waives any right it may have at law, in equity, under contract or otherwise to set-off or exercise any similar remedy against Ingram Micro in whole or in part, any sum that Ingram Micro or any of its subsidiaries may owe Customer. Ingram Micro may apply payments to any of Customer’s accounts. If Customer defaults on any payment to Ingram Micro, Ingram Micro may reschedule, suspend, or cancel any outstanding delivery or order and declare all outstanding balances under all invoices immediately due and payable. Customer agrees to pay interest in the amount of 1.5% per month, or the highest rate permitted by law, whichever is less, on any payment past due, pursuant to the terms set forth on each invoice until collected. Customer must pay to Ingram Micro all costs and expenses, including without limitation, reasonable attorneys’ fees and the fees of any collection agency and court costs, incurred by Ingram Micro in exercising any of its rights or remedies under, or enforcing any of the terms, conditions or provisions of, these General Terms. Except as otherwise provided under applicable law, any credits provided by Ingram Micro will automatically expire if not used within 12 months.
6. Transportation.
All deliveries of hardware Products to destinations in the United States, excluding its territories and possessions, will be made FOB origin Ingram Micro’s designated location and deliveries of Products to destinations outside of the United States will be made Ex Works (Incoterms 2020). Title to and risk of loss, damage or delay to Products (except for software and services) will pass to Customer upon Ingram Micro’s tender of the Products to the transportation provider. After transportation of a shipment of Products from Ingram Micro has commenced, Customer will not divert the shipment to a different consignee or destination point without Ingram Micro’s written approval. If Ingram Micro arranges transport on Ingram Micro’s account, transportation will be arranged and charges will be added to Customer’s invoice in accordance with Ingram Micro’s transportation policy at the time of shipment unless waived by an authorized representative of Ingram Micro in writing. Ingram Micro is not responsible for spotting, switching, demurrage or other transportation charges unless agreed in writing. Ingram Micro is not liable for any delays in delivery or for partial or early deliveries. If Customer directs Ingram Micro to charge transportation fees to a third-party account number or to ship “freight collect”, Customer is responsible for all transportation and accessorial charges associated with the order and remains responsible for cargo loss and damage in transit claims with the transportation provider. Ingram Micro is not liable for any Customer requirements not stated in these General Terms. Customer or the consignee receiving delivery must accept deliveries of all shipments, including partially damaged or “short” shipments, and must inspect the Products and secure written acknowledgement from the transportation provider for any shortages, loss, damage or nonconformance. Customer must notify Ingram Micro in writing within three days of receipt of any delivery of any shortages or non-conforming Products. If Customer fails to notify Ingram Micro with such three-day period of any shortages or non-conforming Products, the Products will be considered accepted.
7. Cargo Claims.
Customer will have the exclusive responsibility for filing claims for cargo loss, damage or delay (“Cargo Claims”) with the appropriate transportation provider. Upon Customer’s written request, Ingram Micro will assist Customer in filing Cargo Claims with the transportation provider; such assistance to be limited to furnishing Customer such information and documentation needed to establish the quantity and condition of the hardware Products at origin. Customer will file Cargo Claims in writing with the appropriate transportation provider within nine months of delivery of the shipment or, in the case of delay or non-delivery, within nine months of the date the shipment should have been delivered. Lawsuits for cargo loss, damage or delay must be filed no later than two years from the date a claim is denied, in whole or in part, by the transportation provider.
8. Returns.
Customer may only return Products as permitted in these General Terms. Products are otherwise non-returnable and the prices and fees are non-refundable. Products damaged after receipt may not be returned. In order to be eligible to receive credit for returned Products, Customer must adhere to Ingram Micro’s current returns processing guidelines. Customer must obtain a valid return merchandise authorization number (“RMA”) from Ingram Micro for all returns prior to returning any Product. Ingram Micro has no obligation to issue RMAs. Customer is responsible for ensuring that the RMA is clearly visible on the address label of the Product packaging and for complying with all other Ingram Micro requirements provided to Customer when the RMA is issued. Unless otherwise agreed in writing by Ingram Micro, all Product returns from Customer are FOB destination Ingram Micro’s designated facility, and title and risk of loss will transfer to Ingram Micro upon receipt and acceptance of returned Products at Ingram Micro’s facility. Ingram Micro may refuse delivery of any package without a valid, clearly visible RMA. Except for defective or damaged Products, all Products must be returned with the original packaging intact (including manufacturer’s shrink wrap) and otherwise in unused, resalable condition. Credit will be provided for Product returned in accordance with Ingram Micro’s return policies at the time the RMA is issued. If Customer returns any Products without Ingram Micro’s authorization or does not comply with Ingram Micro’s return requirements, those Products may be subject to return to the shipping location and, if refused, Ingram Micro may consider the Products abandoned and dispose of them, without crediting Customer’s account. Ingram Micro may charge a restocking fee for handling any Product that is not returned in accordance with these General Terms. Ingram Micro’s sole liability for any returned Products will be acceptance of their return and issuance of credits pursuant to Ingram Micro’s returns processing guidelines.
9. Warranties/Indemnities.
Customer acknowledges that Ingram Micro is not the manufacturer of the Products. Product warranties, if any, are provided by the Vendor of the Products. INGRAM MICRO EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND COVENANTS, EITHER EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO ANY PRODUCT OR SERVICE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. ALL INFORMATION IS PROVIDED TO CUSTOMER “AS IS.” To the extent authorized, Ingram Micro will pass through to Customer any transferable Product warranties, indemnities, and remedies provided to Ingram Micro by the Vendor including any warranties and indemnities for intellectual property infringement. Customer’s, its affiliates’, and their respective customers’ sole and exclusive remedy relating to the Products will be the remedy afforded by the applicable Vendor of such Products to such parties. Ingram Micro Services will be performed in a professional and workmanlike manner in accordance with the applicable quotation or SOW. Any applicable warranty period for Ingram Micro Services will be specified in the service description or SOW. As its sole remedy, Customer may request Ingram Micro re-perform Ingram Micro Services that do not conform to the warranty within the applicable warranty period. Customer warrants and represents it will investigate the validity and accuracy of all orders for Products placed with Ingram Micro, including orders for delivery of Products to third parties or to non-Customer destinations, and that Customer is solely responsible for the accuracy of all shipment and delivery instructions to Ingram Micro. Under no circumstances will Ingram Micro be obligated to investigate, validate, confirm or reconfirm Customer’s delivery orders, shipment or delivery instructions or the identity of consignee/receiving personnel at destination, nor will Ingram Micro be liable for incorrect or inaccurate shipment instructions or consignee or destination information.
INGRAM MICRO IS NOT RESPONSIBLE FOR AND HAS NO DUTY TO DEFEND, INDEMNIFY, OR HOLD HARMLESS CUSTOMER, ITS AFFILIATES, THEIR CUSTOMERS, OR ANY OTHER PARTY, FROM OR AGAINST ANY CLAIMS, DEMANDS, OR CAUSES OF ACTION, INCLUDING ANY DAMAGES, COSTS OR EXPENSES INCURRED BY SUCH PARTIES, ARISING FROM OR RELATING TO THE ACTUAL OR ALLEGED PRODUCT LIABILITY, BREACH OF SECURITY, LOSS OF DATA, OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS RELATED (DIRECTLY OR INDIRECTLY) TO THE MANUFACTURE, SALE, OR USE OF THE PRODUCTS OR SERVICES. Customer warrants that it has all necessary legal rights to all intellectual property it provides to Ingram Micro. CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS INGRAM MICRO, ITS AFFILIATES, AND ITS VENDORS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY LIABILITIES, LOSSES, DAMAGES, COSTS OR EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS) ARISING OR RESULTING FROM CLAIMS, DEMANDS, ACTIONS OR PROCEEDINGS OF ANY KIND (“CLAIMS”) ARISING FROM OR RELATING TO: (i) CUSTOMER’S USE, MARKETING, DISTRIBUTION OR SALE OF PRODUCTS OR SERVICES IN A MANNER OTHER THAN AS SPECIFIED IN PRODUCT DESCRIPTIONS OR SPECIFICATIONS; (ii) INGRAM MICRO’S OR ITS VENDOR’S COMPLIANCE WITH DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS PROVIDED BY CUSTOMER; (iii) CUSTOMER’S BREACH OF THESE GENERAL TERMS OR OTHER AGREEMENT WITH INGRAM MICRO, ANY CLAIMS BY ANY EMPLOYEE OR AGENT OF CUSTOMER AGAINST INGRAM MICRO, OR ACTS OR OMISSIONS OF CUSTOMER, ITS AFFILIATES, ITS AGENTS, OR THEIR RESPECTIVE EMPLOYEES, OFFICERS OR DIRECTORS; OR (iv) VIOLATION OR ALLEGED VIOLATION OF ANY APPLICABLE LAWS OR REGULATIONS BY CUSTOMER OR ITS AFFILIATES.
10. Limitation of Liability.
Ingram Micro will have no liability for: (i) failure to allocate or reserve any Product or Service for Customer; (ii) failure to deliver Products or Services within a specified time period; (iii) availability and/or delays in delivery of Products or Services; (iv) discontinuation of Products or Services, product lines, or any part thereof; (v) cancellation of any orders; or (vi) shortages on shipments of Product shipped under seal where the seal is not intact upon delivery by the transportation provider. THE ONLY LIABILITY INGRAM MICRO WILL HAVE WITH RESPECT TO ANY DAMAGED OR DEFECTIVE PRODUCTS WILL BE THE RETURN RIGHTS DESCRIBED HEREIN. CUSTOMER AGREES THAT INGRAM MICRO’S LIABILITY FOR DAMAGES ARISING UNDER THESE GENERAL TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL BE LIMITED TO ACTUAL, PROVEN, DIRECT DAMAGES AND WILL NOT EXCEED THE NET AMOUNT PAID TO INGRAM MICRO BY CUSTOMER FOR THAT PRODUCT WHICH IS THE SUBJECT OF THE CLAIM. TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER WAIVES ANY CLAIMS, DEMANDS, CAUSES OF ACTION, OR RECOVERIES FOR INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SALE OF THE PRODUCTS, THE SERVICES, FAILURE TO PERFORM IN ACCORDANCE WITH THE GENERAL TERMS, OR ANY PRODUCTS, SERVICES OR INFORMATION, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INJURY TO PERSONS OR PROPERTY, BUSINESS INTERRUPTION OR DAMAGE TO BUSINESS REPUTATION OR LOSS OF GOODWILL, LOSS OF DATA, OR SECURITY BREACH, REGARDLESS OF THE THEORY UPON WHICH ANY CLAIM MAY BE BASED, AND EVEN IF INGRAM MICRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY TORT OR STATUTORY CAUSES OF ACTION. CUSTOMER EXPRESSLY WAIVES ALL CLAIMS FOR THOSE DAMAGES. THIS PROVISION WILL SURVIVE ANY TERMINATION OF THESE GENERAL TERMS. THE OBLIGATIONS OF INGRAM MICRO INC. AND ANY OF ITS SUBSIDIARIES UNDER THESE GENERAL TERMS ARE THE SEVERAL OBLIGATIONS OF EACH SUCH ENTITY, AND NOTHING HEREIN WILL CREATE ANY JOINT AND SEVERAL LIABILITY BETWEEN OR AMONG INGRAM MICRO AND ANY OF ITS SUBSIDIARIES.
11. Publicity.
Except for any announcement intended solely for internal distribution by either party or any disclosure required by legal, accounting, or regulatory requirements, all media releases, public announcements, or public disclosures by either party or its employees or agents relating to these General Terms, the relationship between Ingram Micro and Customer, or including the marks of the other party or any affiliate of that party, must be approved in writing by the other party prior to release.
12. Public Sector.
When purchasing Products for resale to or in support of public sector customers, including those in the federal, state, and local governments and education markets, Customer agrees to provide all applicable public sector customer requirements to Ingram Micro at the time that Customer requests a quote or places an order. The Customer will send those terms to Ingram Micro, along with the order or request for quote including the procuring or receiving government agency and if available the applicable prime contract number. Ingram Micro’s receipt of those terms does not constitute acceptance of said terms or acceptance of an order. Questions regarding acceptance of flow-down terms and conditions should be directed to Ingram Micro at publicsector_programs@ingrammicro.com. Customer understands and agrees that Ingram Micro is a distributor of “Commercial Items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. Customer further agrees that, for federal contracts, Customer will only flow-down to Ingram Micro the clauses that are required to be inserted in a subcontract for Commercial Items, as set forth in FAR 52.244-6(c)(1) or an applicable agency FAR supplement. To the extent that Customer believes that additional FAR and/or agency FAR supplemental clauses apply because they are mandatory flow-downs to which the Customer has agreed to with its Federal government customer, Customer will list those clauses, and the basis for their inclusion, in the email to Ingram Micro. Customer will receive only those rights in technical data provided by the Vendors. In no event will Customer receive unlimited rights in data, software, or intellectual property rights provided by the Vendors or any other third party.
13. Support, Site Access, and Security Requirements.
When purchasing Products for resale, and to ensure proper implementation, warranty, service, and support of the customer environment, Customer agrees to provide written guidance of any security requirements for access to facilities, systems, and networks that is necessary for Customer’s performance of an order. The guidance should outline all the security requirements associated with information, networks and systems being supported and accessed including requirements for personnel. In the case of public sector customers including any Federal, State or Local Government agency, Prime Contractor or Subcontractor, the Customer must provide the same written guidance of any security requirements as stated above and include all applicable security forms and contract flow down clauses. All contracts and orders for Federal Government customers must provide security guidance in accordance with Federal Acquisition Regulations, including but not limited to FAR clause 52.204-2, Security Requirements and FAR Subpart 4.4 - Safeguarding Classified Information within Industry, by providing a Form DD-254 when applicable. The security guidance provided will be coordinated through Ingram Micro’s Security Office and all applicable requirements will be communicated to the Vendor. It is expected that all security requirements and guidelines will be specified to include issuance of a Form DD-254 where needed. The requirements will be provided to and extend to all subcontractors and will cover the entire period of performance including the full warranty support period for the solution provided.
14. Data Privacy.
Customer hereby grants Ingram Micro and the applicable Vendors a non-exclusive, non-transferable, royalty-free, worldwide right to use the electronic data specifically pertaining to Customer and/or Customer’s users and customers that is processed by Ingram Micro and the Vendors (collectively, “Data”) strictly for the limited purpose of providing the Products to Customer and/or Customer’s customers. If Customer is a reseller, Customer agrees that Customer has received proper consent from Customer’s customers to provide their information to Ingram Micro and Vendors for use in connection with Products or Customer complies with an alternative legal basis for providing their information to Ingram Micro. By Customer’s or Customer’s customers’ use of the Products, Customer agrees that Ingram Micro may process Data in accordance with our Privacy Statement, available at (Privacy Statement). Customer or Customer’s customers’ use of Products may also be subject to the privacy policies of the Vendor.
15. Intellectual Property.
Nothing herein grants any rights to either party in any intellectual property of the other except for the limited rights expressly set forth herein. Any property developed by you through the use Ingram Micro Services belong to Ingram Micro – this includes the development of service connectors (a software mechanism capable of processing requests that relates the Ingram Micro Services to Customer’s or a third party’s environment) used or developed for interacting with the Ingram Micro Services.
16. Inspection of Records.
Customer will permit the inspection of all records pertaining to the business relationship with Ingram Micro by authorized agents or representatives of Ingram Micro and the audit and verification of all charges and reimbursements within the scope of these General Terms. Ingram Micro agrees to notify Customer of its desire to inspect its records at least 10 days in advance.
17. Restrictions.
Customer agrees to adhere to all applicable Vendor channel policies and program requirements, including without limitation, Vendor’s restrictions regarding Product distribution, resale, prohibited customers, territory, etc. Customer is solely responsible for ensuring its adherence to any and all such restrictions. Customer may not alter or modify the Products in any way or combine the Products with any other product or material not authorized by Ingram Micro and/or the Vendor, as applicable.
18. Confidentiality.
In furtherance of a business relationship between Customer and Ingram Micro (“Purpose”), each party (the “Discloser”) may disclose to the other (the “Recipient”) non-public or proprietary information of the Discloser (“Confidential Information”). Recipient may use Confidential Information only for the Purpose. Recipient must use a reasonable degree of care to protect Confidential Information and to prevent any unauthorized use or disclosure of Confidential Information. Recipient may share Confidential Information with its and its subsidiaries’ and affiliates’ employees, directors, agents or third-party representatives and contractors who need to know it and if they have agreed with either party in writing to keep information confidential or who are otherwise bound to maintain the confidentiality of such Confidential Information on terms at least as protective as those set forth herein.
Confidential Information does not include information that: (i) was known to Recipient without restriction before receipt from Discloser; (ii) is publicly available through no fault of Recipient; (iii) is rightfully received by Recipient from a third party without a duty of confidentiality; or (iv) is independently developed by Recipient. A party may disclose Confidential Information when compelled to do so by law if it provides reasonable prior notice to the other party, unless a court orders that the other party not be given notice.
The terms of this Section 18 will become effective upon Customer’s acceptance or deemed acceptance of these General Terms and will continue in effect during the duration of any discussions or furtherance of the Purpose. Upon termination of Customer’s business relationship with Ingram Micro or last disclosure of Confidential Information by a Discloser, whichever occurs later, this Section 17 will be deemed terminated, however, each of our respective obligations with respect to any previously disclosed or obtained Confidential Information will continue with respect thereto until one or more of the conditions in the preceding paragraph of these General Terms becomes applicable to any such Confidential Information.
Each of us acknowledges and agrees that monetary damages may not be an adequate remedy in the event of a breach of this Section 18 by the Recipient. Accordingly, Customer and Ingram Micro agree that the Discloser, as a non-exclusive remedy, shall be entitled to seek equitable relief, including injunction and specific performance, in the event of breach of this Section 18 of these General Terms.
Promptly upon termination of this Section 18, the Recipient agrees to return or destroy all Confidential Information that the Discloser made available to the Recipient. Notwithstanding the foregoing, the Recipient may keep archival copies of any Confidential Information in accordance with its document retention policies provided the Recipient maintains the confidentiality of such Confidential Information according to the terms herein.
Nothing herein imposes any obligation to proceed with any business transaction and does not create any agency or partnership relationship. All Confidential Information is provided "AS IS" and without any warranty, express, implied or otherwise, including without limitation with respect to its accuracy or completeness.
19. General.
Neither party will be responsible for delays in performance due to events of force majeure, including, without limitation, fire, flood, tornado, earthquake, war, riot, insurrection, strike, lockout, slowdown, epidemic, quarantine restriction, delay in transportation, labor shortage or strikes, materials or manufacturing facility shortage, accidents, boycott, embargo or any act or regulation of government or governmental authority and other contingencies beyond such party’s control resulting in impossibility or delay of performance.
Each party agrees to abide by all laws and regulations applicable to its performance of its obligations under these General Terms.
Neither party has made, and will not make, any direct or indirect payment, offer to pay, or authorization to pay, any money, gift, promise to give, or authorization of the giving, of anything of value to any government official, or 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, Customer or Ingram Micro in obtaining or retaining business, or securing an improper advantage. If Customer delivers the Products to its customer who may use the Products outside the United States, Customer will advise its customer that the Products are controlled for export by the U.S. Department of Commerce and that the Products may require authorization prior to export from the United States or re-export. Customer and Ingram Micro are independent contractors. Nothing stated in these General Terms will be construed as creating the relationship of employer/employee, franchisor/franchisee, partners or principal/agent between the parties. Neither party will make any warranty, guarantee or representation, whether written or oral, on the other party’s behalf.
These General Terms will be construed and enforced in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the parties agree to and submit to personal jurisdiction and venue in the state and federal courts situated in either Erie County, New York or Orange County, California. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these General Terms. Customer must pay to Ingram Micro all costs and expenses, including without limitation, reasonable attorney’s fees and the fees of any collection agency and court costs, incurred by Ingram Micro in exercising any of its rights or remedies under, or enforcing or defending any of the terms, conditions or provisions of, these General Terms. Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to these General Terms or the transactions contemplated hereby or subject matter hereof (whether based on contract, tort, fraud or any other theory).
All notices, requests, demands, and other communications must be in writing and may be given by: (i) personal delivery; (ii) registered or certified mail, return receipt requested; or (iii) nationally recognized courier services to the party at its official corporate address. Notices to Ingram Micro must be sent to: Ingram Micro Inc., 3351 Michelson Drive, Suite 100, Irvine, CA 92612-0697, Attention: Legal Department.
Customer may not assign or delegate its rights or duties under these General Terms, by operation of law or otherwise, in whole or in part, without the prior written consent of Ingram Micro. Any direct or indirect change of control of Customer will be deemed an assignment. Any attempted assignment by Customer without that consent will be null and void without any force or effect. Ingram Micro’s affiliates may perform its obligations arising under these General Terms.
These General Terms will be binding upon and, except as otherwise provided herein, will inure to the benefit of the parties hereto and their respective successors and assigns. The parties agree to use electronic signatures and click-to-accept and that any such signature or acceptance will be binding and legally enforceable.
If any provision of these General Terms is held to be unenforceable, the enforceability of the remaining provisions will not in any way be affected.
Failure or delay of either party to exercise a right under these General Terms will not operate as a waiver, nor will any single or partial exercise of a right preclude any other future exercise of that right.
No termination of these General Terms will affect any rights or obligations of either party which: (i) are vested pursuant to these General Terms as of the effective date of such termination; or (ii) by their sense and context are intended to survive completion of performance or termination of these General Terms, including, without limitation, Confidentiality, Warranties / Indemnities, and Limitation of Liability, all of which will survive.
These General Terms are intended to be the sole and complete statement of the obligations and rights of the parties as to all matters covered in these General Terms, and supersede all previous understandings, agreements, negotiations and proposals; however, the purchase, sale, resale, and marketing of any Vendor Services we make available is additionally governed by separate written agreement(s) between us and is supplemented by these General Terms.
These General Terms may be modified by Ingram Micro from time to time in its sole discretion. It is Customer’s responsibility to check these General Terms regularly. Any modification to these General Terms will be effective once posted on the Site. Further orders or Products, Ingram Micro Services or Vendor Services after any such modification will signify Customer’s acceptance of such updated General Terms.