Order Acknowledgement Terms and Conditions

The prices on the Seagate sales order acknowledgement (“Acknowledgement”) attached to these Terms are exclusive of all federal, state, local, and transaction taxes, levies, charges, tariffs, and duties, such as value-added, sales, use or withholding taxes (but excluding taxes on Seagate’s income); and any other duties, charges, fees, copyright levies, WEEE compliance costs, charges related to any packaging directive, and other assessments now in force or enacted in the future imposed by any governmental authority on, or measured by, the transaction between Seagate and Company (collectively, “Taxes”). The buyer that placed the order (“Company”) shall pay all such Taxes in addition to the prices Seagate quotes or invoices. If Seagate is required to pay any of such Taxes, then Company shall reimburse Seagate therefor. All prices and payments must be in US Dollars unless expressly stipulated in the Seagate quotation. Company deems all Acknowledgement terms as accurate unless Company advises Seagate in writing of a material error within ten days following receipt of the Acknowledgement.

1. Seagate shall deliver CPT Seagate's plant or warehouse unless otherwise specified on the face hereof. The time of delivery is the time the products are tendered to the carrier, or to Company if such products are picked up by Company.  Unless indicated in the Seagate quotation applicable to this Acknowledgement, Seagate is the importer of record for international deliveries into the U.S. and Company is the importer of record for international deliveries outside the U.S.
2. Title to the products will pass to Company when the products are made available by Seagate to the carrier or to Company. If Company picks up such products, as of that time, Company is responsible for and bears the entire risk of loss or damage to the products.
3. Should some or all of the products that Company ordered be on allocation, Seagate cannot and does not guarantee that delivery of these products can be made at the time or in the quantities ordered and will endeavor to fill Company’s orders promptly, subject to Seagate’s allocation program.
4. Should some or all of the products that Company ordered be near their "end-of-life" in Seagate's product cycle, Seagate may cease manufacturing them. Seagate reserves the right to cancel portions of what Company orders, without charge and without any liability whatsoever as to Seagate or its affiliates. Seagate shall give Company written notice of such cancellation at least 60 days before the scheduled delivery date(s) of the cancelled product shipment(s) on the Acknowledgement.

In the absence of specific shipping instructions on the Acknowledgement, Seagate shall ship by the method it deems appropriate. Company shall pay shipping and transportation charges at the destination or, if prepaid by Seagate, Seagate shall invoice Company therefor. Unless otherwise indicated on the Acknowledgement, Company must obtain insurance against damage to the products being shipped. Unless otherwise specified on the Acknowledgement, Seagate shall ship the products in Seagate's standard packaging. When Company requests and Seagate agrees to use special packaging, Seagate shall bill separately to Company the cost of such special packaging. Company shall pay the invoice and to accept all responsibility and risk for such special packaging.

1. Unless otherwise specified on the face hereof, Company shall pay invoices related to the Acknowledgement 30 days after the date of the invoice. Company’s accounts 30 days past due will be subject to a monthly charge at the rate of 1.5% per month.
2. Seagate may suspend delivery of any undelivered products to and decline orders from Company if it has past-due invoices, or at Seagate's sole discretion, accept orders only on a cash-basis until Company reestablishes its credit to Seagate's satisfaction.

Portions of the products supplied are proprietary to Seagate. Seagate retains all intellectual property rights in and to all designs, engineering details, and other data pertaining to any products.

Seagate sells the products subject to the condition that such sale does not convey any license, expressly or by implication, estoppel, or otherwise, under any patent, copyright, trade secret, trademark, or mask work claim for any equipment, compilation, assembly, combination, method, or process in which any such products are used. All rights not expressly granted herein and reserved by Seagate.

1. Seagate warrants that the products will be free from defects in material and workmanship and will substantially perform to Seagate's applicable specification for Seagate's applicable standard warranty period set out at https://www.seagate.com/support/warranty-and-replacements. Seagate’s liability is limited to (at Seagate's option) replacing or issuing credit (based on standard return terms including a reduction for depreciation and use) for any defective units that Company returns during the warranty period, properly packaged, to Seagate's designated repair facility Company shall not return products without first obtaining permission and a return authorization number from Seagate.
2. Seagate expressly disclaims any warranty with respect to, or any liability arising out of, the loss or cost of retrieving any data that Company or any of Company's customers may store on any of the products. Company is cautioned, and is advised to caution each of its customers, that the risk of irretrievable data loss from malfunction of Seagate's products or from any other cause should be guarded against by maintaining appropriate back-ups of all data.
3. Products that have been used in connection with any High-risk Activity (as defined herein), improperly handled or shipped, or subject to abuse, misuse, accident, alteration, neglect, improper or inadequate maintenance, unauthorized repair, or improper installation are not covered by warranty. Seagate will make the final determination as to the existence and cause of any alleged defect. No warranty is made with respect to custom equipment or products produced to Company's custom specifications unless Seagate explicitly states the terms of such a warranty in writing in the Contract for such custom products under a heading expressly referencing the term "Warranty".
4. This warranty is the only warranty made by Seagate with respect to the products delivered hereunder and may be modified or amended only by a written instrument that is signed by authorized representatives of the parties and that specifically states that it is intended to be an amendment of the warranty terms set forth herein.
5. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY, SEAGATE MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, AND SEAGATE SPECIFICALLY DISCLAIMS ANY EXPRESS, STATUTORY, OR IMPLIED WARRANTY, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SEAGATE'S WARRANTIES ARE FOR THE BENEFIT OF COMPANY ONLY AND NOT FOR ANY THIRD PARTIES.

1. Seagate will not be liable for any loss, damages, or penalty resulting from delay in delivery when such delay is due to causes beyond the reasonable control of Seagate, including, supplier delay, force majeure, acts of God, labor unrest, fire, explosion, epidemic, pandemic, or earthquake. In any such event, the delivery date will be deemed extended for a period equal to the delay.
2. Seagate's products are not designed for high-risk activities or environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft systems, air traffic control, life support machines, critical-care applications, weapons systems, or any other environment in which an interruption, error, or failure of the products could lead directly to death, personal injury, or severe physical or environmental damage (“High-risk Activities”). Seagate does not desire to enter the market of or to supply its products for use in High-risk Activities, or to expose itself to the risk of any loss, expense, cost, liability litigation or potential adverse verdict or judgment in relation to any such use of its products. Accordingly, Seagate disclaims all liability, and Company shall assure that all the customers of Company shall assume all risks of any such use of Seagate's products and Company agrees to defend, indemnify, and hold harmless Seagate against all claims arising out of any use of the products sold hereunder in or for any High-risk Activity.
3. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN PARAGRAPH 13 BELOW, SEAGATE'S LIABILITY ARISING OUT OF THESE TERMS OR SALE IS LIMITED TO REFUND OF THE PURCHASE PRICE PAID BY COMPANY BUT EXCLUDING AMOUNTS SEAGATE RECEIVES AS REIMBURSEMENT OF EXPENSES OR PAYMENT OF TAXES. IN NO EVENT WILL SEAGATE BE LIABLE FOR ANY COSTS OR PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES BY COMPANY OR FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES, RESTITUTION MONEY, LOSS, OR EXPENSE (INCLUDING WITHOUT LIMITATION, LOSS OF PROFIT, REVENUE, OR DATA) RELATING TO OF THE ORDER OR THESE TERMS, WHETHER THE CLAIM IS BASED ON CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY OF LAW OR EQUITY, UNDER ANY CIRCUMSTANCES WHATSOEVER, EVEN IF SEAGATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGE, OR EXPENSE. WITHOUT LIMITATION OF THE FOREGOING, THESE LIMITATIONS INCLUDE ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST COMPANY. THESE LIMITATIONS WILL APPLY DESPITE ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER PARAGRAPH 7 ABOVE OR UNDER ANY OTHER TERM OF THIS AGREEMENT.

Company agrees to notify Seagate in writing within 30 days of Company's discovering any defective performance, failed performance, or other breach of these Terms by Seagate. Failure of Company to provide such notice to Seagate within this specified period constitutes a waiver of the defective or failed performance or other applicable breach by Seagate.

Seagate has the right to make modifications to the specifications of the products provided that such modifications do not substantially affect the products’ form, fit, or function.

Company is responsible for determining which Seagate products and services to order. Company’s orders and these Terms are not contingent on Seagate’s statements regarding or the delivery of any future product functionality or features.

If Company (i) becomes bankrupt or insolvent, (ii) commences or has commenced against it bankruptcy or insolvency proceedings or any other proceedings for the settlement of its debts, (iii) makes an assignment for the benefit of creditors, (iv) commences to be wound up, or (v) suffers a receiver to be appointed, Seagate may cancel by notice in writing all Company’s orders without judicial intervention or declaration of default of Company and without prejudice to any right or remedy that may have accrued, or may accrue thereafter, to Seagate.

Seagate agrees that it will, at its own expense, defend Company with respect to all suits or proceedings instituted against Company to the extent based on any third-party claim that the products as furnished by Seagate under these Terms infringe any patent, copyright, or trademark of the United States, and will pay all damages finally awarded against Company, or settlements entered into, in connection therewith, provided, however, that Company (i) gives immediate written notice to Seagate of any such claim, and (ii) permits Seagate, through its counsel, complete discretion in the conduct, defense, control, and settlement of the same, and (iii) gives Seagate all the necessary information, assistance, and authority to enable Seagate to do so.

1. Company agrees that Seagate will not be responsible to defend any claim or proceeding or to pay any award or damages assessed against Company for any claim based upon making, using, or selling (i) products in combination with other products, equipment, or materials not furnished by Seagate, (ii) products that are modified other than by Seagate, (iii) an infringing product where Seagate has provided replacements for or modifications to the infringing product that would make it non-infringing; (iv) the product for purposes not contemplated by this Agreement or its intended use, or (iv) products made pursuant to designs, processes, or specifications provided by Company if the claim results from or is based upon such specifications.  If Seagate's products are held in and of themselves to constitute an infringement and their use is permanently enjoined in a final judgment rendered by a court of competent authority, then Seagate, within a reasonable time, will, at its option, either (i) secure for Company the right to continue using the products, (ii) at Seagate's own expense, replace the products with non-infringing products, or (iii) upon the return to Seagate of the enjoined products, refund the sums paid therefor, less a reasonable sum for depreciation and use.
2. The foregoing provision, however, will not obligate Seagate in any way under this paragraph 13 with respect to any equipment, device, part, good, or product specified by Company but not manufactured by Seagate.
3. THE FOREGOING STATES SEAGATE'S ENTIRE LIABILITY AND OBLIGATION (EXPRESS, STATUTORY, IMPLIED, OR OTHERWISE) WITH RESPECT TO INTELLECTUAL PROPERTY INFRINGEMENT OR CLAIMS THEREFOR.

1. If there is a separate master contract between Company and Seagate with respect to the terms and conditions of any Seagate sales transactions that the parties intend to govern this transaction (“Contract”), to the extent any of the business terms in such Contract regarding (1) products (including part-numbers, model numbers, and SKUs), (2) quantities, (3) delivery dates,·(4) shipping, billing, and delivery addresses, (5)Incoterms terms,·(6) pricing, and/or·(7) payment terms (collectively, “Business Terms”) conflicts with any term of the Acknowledgement, then such Business Terms in the Acknowledgement control, otherwise such Contract controls this transaction.
2. If there is no such Contract, then the Acknowledgement and these Terms serve as the terms and conditions of our agreement as to this transaction regarding the order if Company accepts delivery of the order according to the Acknowledgement and Company does not timely reject the Acknowledgement prior to Seagate’s shipping the products or delivery of the order. The terms and conditions set forth on this Acknowledgement and the Contract (if any, and as set forth above) constitute the entire agreement between Company and Seagate. The terms in Company’s acceptance that are additional to or not identical to these Terms will not become part of our agreement without our express written consent.
3. No other terms or conditions shall apply. The Contract (if any, and as set forth above) and this Acknowledgement supersede and prevail over any of Company’s general terms and conditions of purchase regardless of whether or when Company has submitted its order or such terms. Fulfillment of Company’s order does not constitute acceptance of any of Company’s terms and conditions and does not serve to modify or amend the Contract, this Acknowledgement, or these Terms.
4. These Terms may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not expressly set forth herein.
5. Company hereby acknowledges that it has not entered into these Terms in reliance upon any warranty or representation by any person or entity except for such warranties as are specifically set forth herein, and Company waives claims based on any such reliance.

Any failure by Seagate to enforce any provision of these Terms, or to exercise any election or option provided herein, will not in any way be construed as a waiver of such provision election or option.

1. The parties will attempt to resolve any dispute relating to this order, this Acknowledgement, and these Terms through good-faith, informal efforts. Any dispute the parties are unable to resolve between themselves will be submitted to mediation before a mutually-agreed mediator of Judicial Arbitration and Mediation Services (“JAMS”) to be scheduled within 10 business days.  Mediation will be conducted at a JAMS facility in Santa Clara County, California. The parties will bear their own costs.
2. Neither party may bring any other action until the completion of mediation.

1. Subject to section 16, in this order, if the Seagate entity is from the Americas, this order, then the Acknowledgement, and these Terms are governed by the laws of the State of California, USA, without regard to its conflict-of-laws rules, and each party consents to the exclusive personal jurisdiction and venue of the courts and tribunals located in Santa Clara County, California, USA to resolve any disputes related hereto.
2. Subject to section 16, in this order, if the Seagate entity is from Europe, the Middle East, or Africa this order, then the Acknowledgement, and these Terms are governed by the laws of England and Wales, without regard to conflict-of-laws rules, and each party consents to the exclusive personal jurisdiction and venue of the courts and tribunals located in London, England to resolve any disputes related hereto.
3. Subject to section 16, in this order, if the Seagate entity is not from the Americas, Europe, the Middle East, or Africa, then this order, the Acknowledgement, and these Terms are governed by the laws of the Singapore, without regard to its conflict-of-laws rules, and each party consents to the exclusive personal jurisdiction and venue of the courts and tribunals located in Singapore to resolve any disputes related hereto.
4. Any court of competent jurisdiction may enforce the final judgments by a competent court as set out in this section, and the party seeking enforcement will be entitled to an award of attorneys' fees and costs to be paid by the party against whom enforcement is ordered by such court.
5. The parties agree that any dispute or claim arising out of or related to this order, the Acknowledgement or these Terms will be resolved on an individual basis and not as a plaintiff or class member in any purported class, collective, or representative proceeding. This waiver applies to all claims or disputes, whether statutory, contractual, or otherwise, that may arise between the parties.
6. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

If any of the terms or provisions set forth herein are determined to be invalid or unenforceable, such determination will not invalidate the remainder of these Terms, which will remain in full force and effect as if such terms and provisions had not been a part of these Terms.

The parties are independent contractors for all purposes and cannot obligate any other party without prior written approval. The parties do not intend anything in the Terms to allow any party to act as an agent or representative of a party, or the parties to act as joint venturers or partners for any purpose. No party is responsible for the acts or omissions of any other. Company agrees that Seagate's officers, directors, employees, and other agents are not, and will not be, personally liable under these Terms or upon any claim arising out of the entry into, performance, or non-performance of these Terms, or any part thereof, and Company's sole recourse with respect to any such claim will be against Seagate, subject to the other limitations set forth herein.

Company may place orders by Electronic Data Interchange (“EDI”) transmission through a third-party computer network. Each party is responsible for its costs incurred in sending and receiving EDI transmissions. EDI transmissions must be in accordance with a mutually agreed standard. The parties agree not to contest the enforceability of legal sufficiency of electronically transmitted orders or order acknowledgements placed pursuant to these Terms on the grounds that such orders and acknowledgements fail to comply with the statute of frauds or similar laws requiring that contracts be in writing and signed by the party to be bound, including but not limited to Uniform Commercial Code Section 2-201 or its equivalent embodiment under applicable law.