1. The terms and conditions in this Exhibit A (“Terms”) apply only to the Seagate systems products, which are listed in Schedule 1 of this Exhibit A. If there is a conflict between these Terms and those of the Agreement, the Terms will control with regard to the Seagate systems products between Seagate and Distributor; otherwise all the terms of the Agreement will continue to control.
2. SYSTEMS PRODUCTS PRICING AND TERRITORY. Distributor shall market and sell the systems products at the prices listed in Schedule 1. The territories of systems products are limited to those listed in Schedule 1. Distributor shall not stock any of the systems products. The parties may agree to revise the products, price and territories listed in Schedule 1 in writing, but without requirement for formally amending these Terms.
3. SYSTEMS SHIPPING TERMS
a. Incoterm and Risk of Loss. SEAGATE shall ship the systems products CPT destination (Incoterms 2020) to the Distributor’s designated warehouse, or Seagate may drop ship systems to Distributor’s customers. SEAGATE shall arrange and pay the cost of carriage to destination. Risk of loss will pass to Distributor when SEAGATE has fulfilled its obligation to deliver the Systems products to the carrier or other person nominated to collect the Systems products at the outgoing shipping dock of SEAGATE’ designated shipping facility.
b. Transfer of Title. Title will pass to Distributor when SEAGATE has fulfilled its obligation to deliver the Systems products to the carrier or other person nominated to collect the Systems products at the outgoing shipping dock of SEAGATE’s designated shipping facility.
c. Drop-Shipments. SEAGATE may drop-ship Systems products to Distributor’s Customers if approved in writing by Seagate.
4. SYSTEMS Warranties AND RETURNS
a. Warranty. SEAGATE warrants the systems products as set forth in Schedule 2. SEAGATE makes these warranties to Distributor only. Distributor shall not assign or transfer the warranties to any other party.
b. Returns Management. Distributor shall manage all returns on behalf of Distributor’s end user customers. SEAGATE will only accept returns of the Systems products itself. Distributor shall not return any product attached to or integrated with the systems products.
5. SYSTEMS PRICE PROTECTION AND CHANGES
a. No Price Protection. Systems products are not eligible for the Price Protection program.
b. Price Changes. SEAGATE may update the DLP to reflect changes to the Systems products and prices as follows: (a) quarterly without notice, or (b) at any other time with reasonable written notice.
SCHEDULE 1 to Systems Sales Addendum
PRODUCTS, PRICING, TERRITORIES
NOTE: SEAGATE WILL PUT INITIAL PRODUCT AND PRICE LIST IN THIS SCHEDULE. THE STATEMENT BELOW SHOULD REMAIN IN THE DOCUMENT.
THE PARTIES MAY AGREE TO REVISE THIS PRODUCT, PRICE, AND TERRITORY LISTING WITHOUT REQUIREMENT FOR FORMALLY AMEND THIS AGREEMENT
SCHEDULE 2 to Systems Sales Addendum
SYSTEMS WARRANTY, SUPPORT AND RMA
1.1 Warranty for Hardware. SEAGATE warrants that the hardware in any System products and Field Replaceable Units (“FRU”) will be free of defects in workmanship and substantially conform to the operating and performance parameters set forth in applicable EDS Solution specifications (“Specification”) for a period of 39 months after the date of shipment by SEAGATE.
1.2 Warranty for Software. SEAGATE warrants that software in any System products will be free of defects in workmanship and substantially conform to the Specification for a period of 3 months after the date of shipment by SEAGATE (“Warranty”).
1.3 Warranty for Replacement Products. SEAGATE warrants that repaired or replacement FRUs for the remainder of the Warranty period on the Product or 3 months from the date of their shipment, whichever is longer.
1.4 Warranty for Services. SEAGATE warrants that all services performed by SEAGATE under this Agreement will be performed by qualified personnel in a good and workmanlike manner and in accordance with industry standards.
1.5 Warranty to Distributor Only. The warranties in this Agreement apply only to Distributor and not Distributor’s Customers; however, the Warranty is not invalidated by the sale of System products incorporated in distributor products. Distributor may make Warranty claims on behalf of its Customers while the Products are in the possession of Distributor’s Customers.
1.6 Warranty Modification. The warranty and warranty disclaimers set forth herein are reflected in the System products prices. SEAGATE may modify this warranty at any time; however, the modified warranty will only apply to System products purchased after the effective date of the modification.
2. WARRANTY EXCLUSIONS AND DISCLAIMERS
2.1 Exclusions. This Warranty does not apply to any problems caused by: (1) accident, abuse, misuse, neglect, shock, electrostatic discharge, degaussing, heat, humidity external factors such as failure or fluctuation of electrical power or air conditions, fire, flood beyond the System products’ Specifications; (2) improper installation, operation, maintenance, or modification; (3) use or operation contrary to the instructions in the System products’ user manual; (4) lost passwords; (5) malfunctions or operation not in accordance with the System products’ Specification that is caused by other equipment; (6) problems arising because the System products has been altered, except for alterations or modifications by SEAGATE or made under SEAGATE direction; or (7) any System products used with non-Qualified drives.
2.2 Warranty to System products Only. SEAGATE makes no warranties to DISTRIBUTOR regarding any components, products or software not developed or manufactured by SEAGATE.
2.3 System Requirements and Compatibility. It shall be DISTRIBUTOR’s responsibility to confirm that (and the Warranty shall not apply unless): (1) the end-user’s computing environment meets the minimum system requirements specified by SEAGATE in the System products Specification, and (2) equipment with which the System products are meant to interact are designated by SEAGATE as being compatible with the System products.
2.4No Other Warranties. SEAGATE makes no warranties other than as expressly provided in this Agreement. Except as expressly provided in this Agreement, all products, services, and other items are provided “AS IS” without warranty of any kind.
2.5 Disclaimer of Implied Warranties. THERE ARE NO IMPLIED WARRANTIES (INCLUDING ANY IMPLIED WARRANTY OF NON-INFRINGEMENT), BY OPERATION OF LAW OR OTHERWISE. SEAGATE FURTHER DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF PERFORMANCE, DEALING OR TRADE WITH RESPECT TO THE SYSTEM PRODUCTS OR ANY SERVICES FURNISHED UNDER THIS AGREEMENT.
2.6 Distributor Warranties. SEAGATE will not be bound by any warranties Distributor makes to its customers that are contrary to, inconsistent with, or greater than the warranty given by SEAGATE to Distributor under this Agreement. Distributor shall indemnify and defend SEAGATE against any claims brought against SEAGATE based on any Distributor warranties.
3. DEFECTIVE SYSTEM PRODUCTS
3.1 Hardware. During the Warranty period, SEAGATE shall, at its option (1) repair or replace any hardware System products, or part or component thereof which has failed to operate, or which does not conform to its specification, or (2) issue a credit to DISTRIBUTOR for the purchase price of the hardware System products paid.
3.2 Software. During the Warranty period, SEAGATE shall, at its option, (1) correct any System products software which fails to substantially conform to its System products’ Specifications during the Warranty period, or (2) if the software was separately licensed, issue a credit to DISTRIBUTOR for the license fee paid to SEAGATE for the SEAGATE software.
4. Out of Warranty, Extended Warranty and Enhances Support Pricing
4.1 Non-Warranty Services. Distributor may purchase Out of Warranty Repair services, Extended Warranty or enhanced, Optional Support Plans from SEAGATE at the prices to be mutually agreed upon by the parties.
5. Service and Support Requirements
5.1 End User Support. SEAGATE will provide support to DISTRIBUTOR’s end users. DISTRIBUTOR shall assist with or provide support upon SEAGATE’s request. End Users may contact SEAGATE for support by either calling 1-800-SEA-GATE or via SEAGATE’s registration and support portal: https://www.seagate.com/direct-partners/.
5.2 Distributor Support. During the Warranty period, SEAGATE, or a SEAGATE designated agent, will provide 7x24x365 technical telephone support to Distributor.
5.3 Problem Escalation. If the SEAGATE technical support group determines that it is unable to resolve the problem with its own resources, it will escalate the problem to the appropriate SEAGATE personnel. In those extremely rare cases where, in SEAGATE’s reasonable determination, on-site assistance is required to solve a problem, SEAGATE will provide the services of a field applications engineer or a sales engineer, as determined by SEAGATE, for that purpose, and will discuss possible charges if no trouble is found or the problem does not relate to a Product.
6. RMA Procedure
6.1 DISTRIBUTOR shall have the return to factory (“RMA”) rights as set forth below.
6.2 RMA Initiation. If DISTRIBUTOR believes that Product does not conform to SEAGATE’s applicable Specification, DISTRIBUTOR shall notify SEAGATE in writing of such nonconformance and request an RMA number. DISTRIBUTOR shall provide details of the nonconformance as SEAGATE reasonably requests. The RMA request shall contain:
(a) Seagate part number
(b) Seagate serial number
(c) Description of fault/defect
(d) Contact name and telephone number
(e) RMA “ship to” address
6.3 RMA Number. Upon receiving an RMA request, SEAGATE, in its reasonable discretion, will issue an RMA number to DISTRIBUTOR, and request that DISTRIBUTOR return either the defective Product or FRU, as applicable, to SEAGATE. DISTRIBUTOR shall use this RMA number on all communications with SEAGATE regarding the RMA. It should be noted that whenever possible, SEAGATE will opt for the return and repair of a FRU, as opposed to an entire Product unit.
6.4 Warranty Determinations. Upon receiving the allegedly defective Product or FRU, SEAGATE shall determine if the Product satisfies the applicable Specification.
(a) If SEAGATE determines that the Product or FRU fails to satisfy the Specification, and the applicable Product is In-Warranty (within the Warranty period), DISTRIBUTOR’s remedy, in addition to rights it may have by operation of law, shall be, at SEAGATE’s option and expense, to repair or replace any Product according to the procedures in this Exhibit.
(b) If a returned Product or FRU is out-of-warranty, and if SEAGATE determines that Product is deemed beyond economical repair (BER), SEAGATE will so notify DISTRIBUTOR. DISTRIBUTOR will advise SEAGATE to:
(1) Continue repair for a fee;
(2) Provide a replacement for a fee; or
(3) Ship un-repaired unit back to DISTRIBUTOR.
(c) In cases where SEAGATE suspects that an In-Warranty Product has damage that invalidates SEAGATE’s warranty terms, SEAGATE shall contact DISTRIBUTOR and provide the details set forth in (1)-(4) below. DISTRIBUTOR will then choose whether to pay for the repair or replacement, or to have the un-repaired unit shipped back to it.:
(1) Seagate RMA;
(2) Digital photograph of damage;
(3) Probable cause of damage;
(4) Statement confirming damage invalidates warranty terms and repair is chargeable.
7.1 Payment Terms. Any payments required from DISTRIBUTOR pursuant to this Schedule for repair services or otherwise, shall be made pursuant to the terms set forth on the attached Agreement.
7.2 Costs of Transport. For In-warranty Products, DISTRIBUTOR shall pay or shall require its end users to pay all costs to transport System products or FRU to SEAGATE’s designated facility for repair. If an end user fails to pay for such costs, DISTRIBUTOR shall pay SEAGATE on behalf of the end user. SEAGATE shall pay all costs to transport System products back to DISTRIBUTOR or at SEAGATE’ election, DISTRIBUTOR’s end user. For out-of-warranty Products, DISTRIBUTOR shall be responsible for all costs to transport the EDS Solution or FRU to and from SEAGATE.
7.3 Reimbursement for Certain Repairs. If SEAGATE is required to replace or remove bezels, drive sleds, chassis covers or other custom component of a returned or replacement Product, FRU or part, DISTRIBUTOR agrees to reimburse SEAGATE for any charges associated with such actions.
7.4 Cost to Return Conforming System products/Rejected Warranty Claims. If any returned System products is tested and is found to conform to the System products’ Specification, or is not covered by the Warranty (because, for example, the it was damaged or tampered with, ), SEAGATE may to return such goods or System products to DISTRIBUTOR freight collect, cancel any credit issued, and/or charge DISTRIBUTOR or end user, a US$50.00 per unit testing and handling fee in addition, not in lieu of, any other costs or damages SEAGATE has incurred.
8.1 Sole Liability. This Schedule states the sole liability of SEAGATE arising out of the use and performance of the System products.
8.2 No Damages. The warranty excludes consequential damages, incidental damages, direct damages, and special damages, including costs related to removal and installation of System products or System products components.
8.3 Stored Data. SEAGATE will have no responsibility for stored data on the System products, and will have no liability arising out of any damage to or loss of stored data while the System products is in SEAGATE’s possession. DISTRIBUTOR and/or end user will be responsible for saving or backing up data contained in System products returned to SEAGATE.
8.4 Installation or Maintenance. SEAGATE has no obligation or liability for installation or maintenance of System products unless otherwise expressly agreed to in writing by SEAGATE.
8.5 High Risk Activities. System products are not absolutely fault-tolerant and are not designed for use or resale in hazardous environments requiring fail-safe performance in which the failure of the System products could lead directly to death, personal injury or severe physical or environmental damage such as, but not limited to, the operation of nuclear facilities, aircraft navigation or communication systems, direct life support systems, critical safety systems, medical devices, weapons systems or satellite equipment (“High Risk Activities”). SEAGATE DISCLAIMS ANY WARRANTY, AND SHALL HAVE NO OBLIGATION, FOR FAILURES OF PRODUCTS USED IN, HIGH RISK ACTIVITIES. ACCORDINGLY, IF DISTRIBUTOR KNOWINGLY SELLS OR INCLUDES SYSTEM PRODUCTS IN SYSTEMS FOR USE IN HIGH RISK ACTIVITIES, THEN DISTRIBUTOR ASSUMES THE RISK ASSOCIATED WITH THE HIGH RISK ACTIVITIES AND DISTRIBUTOR WILL DEFEND AND INDEMNIFY SEAGATE AGAINST ALL CLAIMS OR ACTIONS ARISING OUT OF THE USE OF THE SYSTEM PRODUCTS IN THE HIGH RISK ACTIVITIES.