These terms (the “Hardware Terms”) apply to DDFUs sale of hardware (the “Hardware”). By purchasing Hardware through an Order Form, Customer agrees to be bound by the General Enterprise Terms, these Hardware Terms, and the applicable Order Form. For the avoidance of doubt, these Hardware Terms apply only to Hardware that is sold to Customer, not Appliance Hardware. Capitalized terms not defined in these Hardware Terms have the same meaning given to them in the General Enterprise Terms.
1. DELIVERY, RISK OF LOSS
Unless otherwise stated by DDFU in writing, all DDFU deliveries from the European Union are carrier’s delivery of the Hardware to Customer’s delivery location and all DDFU deliveries from outside the European Union are for drop shipments, EXW the manufacturer’s warehouse (INCOTERMS 2010). DDFU’s delivery dates are estimates only and subject to DDFU’s timely receipt of supplies. DDFU is not liable for delays in delivery, for partial or early deliveries and Customer will accept delivery. Customer may not cancel any Order Forms based on delayed delivery.
For sales to Customers outside the European Union, title will pass to Customer upon delivery of the Hardware to the carrier. For sales to Customers within the European Union, title will pass to Customer carrier’s delivery of the Hardware to Customer’s delivery location.
The “Hardware Warranty” shall be (i) stated on the Order Form and (ii) for the purchased-for duration as stated on Customer’s Order Form. All warranty claims shall be time-barred if not raised during the purchased-for duration as stated on the Order Form.
4. DISCLAIMER OF WARRANTIES
Customer acknowledges that DDFU is not the manufacturer of the Hardware. To the extent legally and contractually permitted, DDFU shall pass through to Customer any transferable Hardware warranties, indemnities, and remedies provided to DDFU, including those for intellectual property infringement. DDFU MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, SUCH AS WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT. For Hardware that DDFU resells from a third party, DDFU transfers any transferable warranties from the applicable manufacturers. DDFU makes no independent warranty with respect to services performed by a third party. Customer’s sole remedies for breach of DDFU’s warranty are, at DDFU’s choice: (i) repair of the Hardware; (ii) replacement of the Hardware; or (iii) refund of Customer’s purchase price for the Hardware. DDFU makes no representation or warranty with respect to any software installed on the Hardware and will have no liability in connection therewith.
Customer may make warranty claims to DDFU only with a return material authorization (“RMA“) number issued by DDFU. Customer must notify DDFU by calling technical support describing Hardware defects discovered through normal use within the Hardware Warranty period as stated in the Order Form. DDFU will only issue an RMA if the defect is created solely by DDFU or the original manufacturer, and only if Customer meets the notice requirement. DDFU will not grant RMAs for damage, shortage, or other discrepancy created by Customer, the carrier or freight provider, or any other third party. Upon receiving the RMA, Customer must return the Hardware to DDFU in compliance with DDFU’s instructions in the RMA, including in original shipping cartons or equivalent, along with acceptable proof of purchase. Customer is responsible to pay the replacement cost for any parts that are not returned to DDFU no later than thirty (30) days after issuance of an RMA. DDFU may assess all Hardware returned by Customer via RMA. If DDFU determines such Hardware is not eligible for return, DDFU will send such Hardware back to Customer on freight collect basis, or hold such Hardware for Customer’s collection and on account at Customer’s expense.
6. CUSTOMER’S USE OF HARDWARE
Customer shall comply with the manufacturer’s published data sheet for the Hardware. The Hardware is not authorized for use in life support systems, human implantation, nuclear facilities or any other application where Hardware failure could lead to loss of life or property damage. If Customer uses the Hardware for use in such applications or fails to comply with the manufacturer’s Hardware specifications, Customer acknowledges that (i) any such use or non-compliance is at Customer’s sole risk, (ii) DDFU and its licensors and suppliers are not liable, in whole or in part, for any claim or damage arising from such use, and (iii) Customer shall indemnify, defend and hold DDFU, its licensors and suppliers harmless from any claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use, including if applicable (a) DDFU’s compliance with Customer’s designs, specifications, or instructions, (b) modification of any Hardware by anyone other than DDFU, or (c) use of Hardware in combination with other products or in violation of this clause.
7. CUSTOMER DEFAULT
If Customer defaults on any payment, DDFU may reschedule or cancel any outstanding Order Form, or portion of any Order Form, and declare all outstanding invoices due and payable immediately. DDFU hereby reserves, and Customer hereby grants to DDFU, a purchase money security interest in any Hardware for which the full purchase price has not been received by DDFU prior to shipment. This interest will be satisfied by payment in full of the purchase price of the Hardware and any related shipping costs and taxes. Customer hereby appoints DDFU as its attorney in-fact to execute, on Customer’s behalf and in Customer’s name, financing statement and other instruments to perfect DDFU’s security interest in the Hardware.
8. SUPPORT SERVICES
Hardware Support Services. Standard support of Hardware includes: (i) assistance related to questions on the installation and operational use of the Hardware; (ii) identification of Hardware-related issues; and (iii) a warm hand-off to the Hardware manufacturer, which is responsible for providing support for all Hardware-related issues in accordance with the terms of such Hardware manufacturer’s support terms and conditions. DDFU is not responsible for updating or upgrading operating systems.
9. ENVIRONMENT COMPLIANCE
Where applicable, Customer is responsible for all obligations and liabilities under the European Union’s (i) Waste Electrical and Electronic Equipment Directive (2012/19/EU), (ii) Packaging Waste Directive (94/62/EC) and (iii) Batteries Directive (2006/66/EC), all as amended and all related national implementing measures in force from time to time.