Seagate Product Terms
BUYER AGREES THE FOLLOWING TERMS:
- COMMERCIAL TERMS
Order Acknowledgement: Seagate’s acknowledgement form is NOT an acceptance of Buyer’s order; it is merely a courtesy notice that Seagate has received Buyer’s order and is working to determine if Seagate can accept the order in whole or in part. Any quantities, prices, or requested delivery dates are subject to availability and may change before acceptance.
Purchase Orders: Buyer shall order products through a Seagate-approved electronic transaction system. Each order must include: (a) Product description; (b) quantity; (c) price; (d) ship-to address; (e) bill-to address; (f) requested delivery date; (g) Incoterms; (h) payment term, discount percent, discount days, and net day as applicable; and (i) Buyer tax exemption certificate number, if applicable. Buyer agrees that all orders will be issued, treated, and maintained as non-cancelable, and non-returnable (“NCNR”) purchase orders and covering at least the current quarter plus the next 4 quarters. If Seagate identifies any required changes to a purchase order, Buyer shall revise and reissue the purchase order to reflect the required changes within 7 business days after Seagate’s notice. The revision will not affect the purchase order’s NCNR status. All purchase orders are subject to Seagate's express written acceptance. If Seagate accepts Buyer’s order, in whole or in part, then the terms of Seagate’s acceptance and these Seagate Product Terms (“Terms”) apply and supersede any contrary terms in Buyer’s ordering documents, including the quantities, prices, and delivery dates. Buyer accepts Seagate’s order acceptance and accepts these Terms unless Buyer advises Seagate in writing of a material error within 10 days after receipt of Seagate acceptance. All prices and payments are in US Dollars unless expressly stated in Seagate’s acceptance.
Adjustments: Seagate may modify the specifications of the products so long as the modifications do not substantially affect the products’ form, fit, or function. Seagate may adjust prices, volumes, and delivery dates at any time. Changes apply prospectively only to unshipped products. If Buyer fails to update and reissue the applicable purchase orders to reflect required changes within 7 business days, Seagate may (a) suspend any shipment; (b) cancel any outstanding purchase orders for the affected Products; and (c) reallocate committed volume.
- Change Requests: For accepted orders with requested delivery dates greater than 26 weeks out, Customer may make rescheduling requests for a new delivery date within the same quarter, subject to Seagate approval; however, approval of any changes may require to updated pricing, payment terms, and other terms determined by Seagate.
Taxes: The prices are exclusive of all excise, federal, state, local, and transaction taxes, levies, charges, tariffs, and duties, such as value-added, sales, use or withholding taxes (excluding taxes on Seagate’s income), and any other charges, fees, compliance costs, or assessments (including under any waste electrical and electronic equipment (WEEE), packaging, batteries, or copyright, directive, regulation, or law), now in force or enacted in the future (collectively, “Taxes”). Buyer shall pay all Taxes. If Seagate is required to pay any Taxes, then Buyer shall reimburse Seagate for the Taxes.
- DELIVERY
Shipping: Seagate shall deliver the products CPT destination (Incoterms 2020), unless otherwise specified on Seagate’s acceptance. Unless indicated in Seagate’s quote or acceptance, Seagate is the importer of record for imports into the U.S. and Buyer is the importer of record for imports to countries outside the U.S.
Transfer of Risk and Risk: Risk of loss will pass to Buyer as determined by the applicable Incoterm. Title will pass to Buyer simultaneously with risk of loss.
Allocation: In the event of a shortage of any Products, Seagate’s ability to provide Products at agreed-upon quantities will be subject to allocation; Seagate will have no liability for allocation decisions.
End of Life: If any products that Buyer ordered are near their "end-of-life" in Seagate's product cycle, Seagate may stop manufacturing them. Seagate may cancel all or part of Buyer’s orders, without liability. Seagate shall give Buyer written notice of cancellation before the scheduled delivery dates of the cancelled product.
- SHIPPING AND PACKAGING
Shipping: Seagate shall ship by the method it deems appropriate, unless stated otherwise on Seagate’s acceptance. Buyer must obtain insurance against damage to the products being shipped, unless stated otherwise on Seagate’s acceptance.
Packaging: Seagate shall ship the products in Seagate's standard packaging. Buyer agrees to pay Seagate for any non-standard packaging requested by Buyer.
- PAYMENT TERMS AND LATE FEES
Credit Line: To qualify for payment terms and a credit line, Buyer must pass Seagate's credit check. Seagate may change Buyer's payment terms and credit line based on changes in Buyer's financial condition and credit history. Seagate may delay shipments or require prepayments and revoke any credit line assigned if Buyer exceeds its credit line or does not qualify for continued credit terms.
Payment Terms: Subject to qualification for a credit line, Buyer shall pay all invoices within 30 days after the date of the invoice, unless otherwise specified on Seagate’s acceptance.
Past Due Invoices: Buyer shall pay a late payment fee of 1.5% per month, or the maximum amount permitted by law, whichever is lower, for any payments that are more than 30 days past due. Seagate may suspend delivery of any undelivered products and decline orders from Buyer if it has past-due invoices. Seagate may require cash payment in advance until Buyer re-establishes its credit to Seagate's satisfaction.
- INTELLECTUAL PROPERTY RIGHTS
Proprietary Rights: 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.
No License: The sale of products 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 products are used. All rights not expressly granted by these Terms are reserved by Seagate.
- LIMITED WARRANTY
Warranty Terms: Seagate warrants that the products will be free from defects in material and workmanship and will substantially perform to Seagate's specification for the 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 which may include reduction for depreciation and use.
Return Materials Authorization: Buyer must obtain a return materials authorization number from Seagate and return the defective units to Seagate's designated repair facility properly packaged during the warranty period. Buyer must comply with Seagate’s return policy at https://www.seagate.com/support/warranty-and-replacements/return-policy/. Seagate has no obligation to accept returns that do not comply with Seagate’s return policy.
No Warranty for Stored Data: Seagate disclaims any warranty with respect to the loss or cost of retrieving any data stored on the products.
No Warranty for High-Risk Activity: The warranty is void for products that have been used in connection with any High-Risk Activities (as defined below), improperly handled or shipped, or subject to abuse, misuse, accident, alteration, neglect, improper or inadequate maintenance, unauthorized repair, or improper installation. Seagate will make the final determination as to the existence and cause of any alleged defect. Seagate makes no warranty for custom equipment or products produced to Buyer's specifications unless Seagate explicitly states the terms of such a warranty in writing in the contract for the custom products.
WARRANTY DISCLAIMER: Seagate makes no warranties that are not expressly stated in this document. Seagate disclaims all implied warranties and all statutory warranties to the extent permitted by applicable law, including any warranty of merchantability or fitness for a particular purpose, and any warranty of non-infringement.
Exclusive Warranty: The warranty provided under these Terms is for the benefit of Buyer only and not for any third parties. This warranty is the only warranty made by Seagate with respect to the products
No Changes: This warranty may be modified or amended by a written agreement signed by authorized representatives of Seagate and Buyer that specifically states that it is intended to be an amendment of the warranty terms set forth herein.
No Reliance: Buyer acknowledges that it is not relying on any warranty or representation by any person or entity except as are specifically set forth herein, and Buyer waives any claims based on any reliance.
- LIMITATION OF LIABILITY
Refund of Purchase Price: Seagate's liability related to the purchase or use of the products is limited to refund of the purchase price paid for the products.
No Consequential or Other Damages: Seagate will not be liable for any costs or procurement of substitute products or services or for any special, consequential, punitive, exemplary, incidental or indirect damages, restitution money, loss, or expense (including without limitation, loss of profit, loss of revenue, or loss of data), whether the claim is based on contract, tort, negligence, or any other theory of law or equity, 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 Buyer. These limitations will apply despite any failure of essential purpose of any remedy provided under these Terms.
Force Majeure: Seagate will not be liable to Buyer if Seagate’s performance is delayed or prevented by events beyond its reasonable control, such as acts of nature, military action, terrorism, civil unrest, labor disputes, government actions, epidemics, failures of utilities or telecommunications, or material change in Taxes (“Force Majeure”). If a Force Majeure affects Seagate’s cost, timing, or ability to provide the Products at the then-current volumes and prices, Seagate may implement temporary changes to the delivery schedules, service levels, or prices to mitigate or offset the effects of the Force Majeure. Seagate shall provide notice and explanation of the temporary changes to Buyer, together with any mitigation plans.
High-Risk Activities: Seagate's products are not designed for 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 use of its products in High-Risk Activities. Accordingly, Buyer shall defend and indemnify Seagate against all claims arising out of any use of the products used in any High-Risk Activity.
- INDEMNIFICATION
Defense and Indemnification: Seagate shall defend Buyer against any suits or proceedings instituted against Buyer to the extent based on any third-party claim that the products furnished by Seagate under these Terms infringe any patent, copyright, or trademark of the United States, and Seagate shall pay all damages finally awarded against Buyer, or settlements entered into in connection therewith, if Buyer (1) gives written notice to Seagate within 3 business days of any claim, and (2) permits Seagate, through its counsel, complete discretion in the conduct, defense, control, and settlement of the claim, and (3) gives Seagate all the necessary information, assistance, and authority to enable Seagate to do so.
Exceptions: Seagate is not responsible to defend or indemnify Buyer for any claim or action based upon (1) products used or sold in combination with other products, equipment, or materials not furnished by Seagate, (2) products that are modified other than by Seagate, (3) any infringing product where Seagate has provided replacements for or modifications to the infringing product that would make it non-infringing; (4) use or sale of the product for purposes not contemplated by this Agreement, (5) products made pursuant to designs, processes, or specifications provided by Buyer, (6) products or services not manufactured or provided by Seagate, or (7) the implementation of, compliance with, or adherence to any industry standard, protocol, specification, or interoperability requirement (including any standard-setting organization requirements), including any claim that the Products are required to be licensed under, or are subject to, any patent or other right essential to such standard.
Remedy Options: If Seagate's products are likely to infringe any patent, copyright, or trademark, Seagate may (1) secure for Buyer the right to continue using the products, (2) replace the products with non-infringing products, or (3) accept return of the infringing products for a refund less a reasonable depreciation. If Seagate elects a remedy under this paragraph, that remedy will be Buyer’s sole remedy for infringement.
Exclusive Remedy: This section 8 is Seagate's entire liability and obligation with respect to claims or actions related to intellectual property infringement.
- ENTIRE AGREEMENT
Governing Contract: If there is a signed contract between Buyer and Seagate for any sales transactions that the parties intend to govern this transaction (“Contract”), then to extent that the Contract conflicts with these Terms the provision of the Contract will control as supplemented by the non-conflicting provisions of these Terms. The Contract (if any) and these Terms, together with the Seagate order acceptance document for this transaction, are the entire agreement between Seagate and Buyer.
No Contract: If there is no Contract, then these Terms govern this transaction and these Terms are the entire agreement between Seagate and Buyer.
Excluded Terms: Any terms in Buyer’s documents that are not identical to these Terms and Seagate’s acceptance will not become part of the agreement between the parties. These Terms and Seagate’s acceptance may not be modified, supplemented, or interpreted by any trade usage or prior course of dealing not expressly set forth herein.
- GOVERNING LAW, VENUE, AND DISPUTES
When California Law Applies: If the Seagate entity listed in Seagate’s acceptance is located in the Americas, then Buyer’s order, Seagate’s acceptance, 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.
When English Law Applies: If the Seagate entity listed in Seagate’s acceptance is located in Europe, the Middle East, or Africa then Buyer’s order, Seagate’s acceptance, 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.
When Singapore Law Applies: If the Seagate entity is not located in Americas, Europe, the Middle East, or Africa, then Buyer’s order, Seagate’s acceptance, and these Terms are governed by the laws of 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.
Mediation: The parties will attempt to resolve any dispute relating to Buyer’s order, Seagate’s acceptance, or 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 to be scheduled within 10 business days. Mediation will be conducted within the jurisdiction and venue as determined above. The parties shall pay their own costs. Neither party may bring any other action until the completion of mediation, except that either party may seek injunctive or equitable relief at any time to prevent irreparable harm.
Enforcement: If Seagate or Buyer obtains a final judgment of a court of competent jurisdiction (in Santa Clara, London, or Singapore as set out above), then that party may enforce the judgment in any other court of competent jurisdiction. In any action to enforce these Terms, the prevailing party will be entitled to an award of reasonable attorneys' fees and costs to be paid by the non-prevailing party.
Waiver of Class Action: Any claim or action related to Buyer’s order or Seagate’s acceptance will be resolved on an individual basis and not as a class, collective, or representative proceeding. This waiver applies to all claims or actions, whether statutory, contractual, or otherwise, that may arise between the parties.
Disclaimer of UN Convention: The United Nations Convention on Contracts for the International Sale of Goods does not apply.
- INTERNATIONAL TRADE COMPLIANCE
Customs and Export Control Laws: The products and their related technical data are subject to the customs and export control laws and regulations of the United States and any country in which the products' use is contemplated. Buyer shall comply with the Buyer Trade Compliance Legal Commitments at: https://www.seagate.com/legal/trade-compliance/customer-legal-commitments/.
Commitment to Trade Compliance: Buyer acknowledges the Letter of Management Commitment to Trade Compliance at: http://seagate.com/legal/trade-compliance/management-commitment-statement.
Restricted Parties and End-Use: Buyer asserts that (1) neither Buyer nor any of Buyer’s customers is a citizen, national, or resident of, or under control of, the governments of restricted territories; (2) Buyer and its customers are not a restricted end user as defined by U.S. export control laws; and (3) Buyer and its customers are not engaged in restricted end-use activities. Buyer shall not access the products or any related technical data in restricted territories or provide them to any restricted end-user or for any restricted end-use. Buyer shall inform all of its customers and vendors of the export control laws prior to selling them solutions containing Seagate products.
- OEM AND CSP INTEGRATION
OEMs and CSPs: This section 12 applies only to buyers who are original equipment manufacturers (OEMs) and cloud service providers (CSPs).
Integration-Only Pricing: The prices for the products are unique to OEMs and CSPs and are Seagate’s confidential information under the terms of any nondisclosure agreement or other Contract between the parties. Buyer shall use the products only (1) for integration into systems or subsystems designed or assembled by Buyer for sale or lease to Buyer’s end users, or (2) for integration and use in Buyer’s hyperscale or cloud architecture to provide cloud data services for Buyer’s end users.
No Standalone Sales: Buyer shall not sell or resell the products or offer any quotations to sell or resell the products unless integrated as required in paragraph 12.b, above. If Buyer sells or resells any products in violation of paragraph 12.b, Buyer shall pay Seagate the difference between the price paid by Buyer for the Products and the price in Seagate’s distribution pricelist for the products, or US$100,000 per incident, whichever is greater.
Audit Rights: Seagate may audit Buyer’s books, records, and physical inventories to identify Products sold in violation of this section 12.
Material Breach: Buyer’s breach of any provision of this section 12 is a material breach for which Seagate may be irreparably harmed. Seagate may immediately terminate all orders and seek equitable relief to prevent further harm due to breach of this section 12.
- MISCELLANEOUS
Timely Notice of Breach: Buyer shall notify Seagate in writing within 30 days after discovering any defective performance, failed performance, or other breach by Seagate. Seagate will not be liable for any loss or damages that could have been avoided or mitigated had Buyer provided timely notice.
Bankruptcy: Seagate may cancel any of Buyer’s orders upon notice to Buyer if Buyer (1) becomes bankrupt or insolvent, (2) commences or has commenced against it in bankruptcy or insolvency proceedings or any other proceedings for the settlement of its debts, (3) makes an assignment for the benefit of creditors, (4) commences to be wound up, or (5) suffers a receiver to be appointed. Seagate may cancel Buyer’s orders without judicial intervention or declaration of default of Buyer and without prejudice to any right or remedy that may have accrued, or may accrue thereafter, to Seagate.
Waiver: Seagate’s failure to enforce any provision of these Terms, or to exercise any election or option provided in these Terms, will not be a waiver of the provision, election, or option.
Severability: If any terms or provisions in these Terms are determined to be invalid or unenforceable, the determination will not invalidate the remainder of these Terms, which will remain in effect as if the invalid or unenforceable terms are severed from these Terms.
Independent Contractors: The parties are independent contractors and not agents, partners, or representatives of the other. Neither party’s officers, directors, employees, or other agents will be personally liable under Buyer’s order or Seagate’s acceptance.
Electronic Documents: The parties shall not contest the legal sufficiency of electronically transmitted documents on the grounds that they fail to comply with the statute of frauds or similar laws requiring that contracts be in writing.
Ver. 10/15/2026
