Terms & Conditions
ACCESS LEVEL – TERMS AND CONDITIONS (“AGREEMENT”)
ORDERS
Orders. Voltaire will use reasonable commercial efforts to supply to Reseller (by full or partial shipment) such quantities of Products as Reseller may order in accordance with the conditions of this Agreement. Orders must be in writing and submitted by mail, facsimile, electronic mail or other means agreed upon by the parties. All orders will reference and incorporate the terms and conditions set forth in this Agreement. For convenience, Reseller may use its preprinted forms to order Products, and Voltaire may use its preprinted forms to confirm same; provided, however, the provisions of this Agreement shall govern the transactions contemplated hereby, and any preprinted or other provision contained in any such forms (other than Product identifications, quantities, price terms and delivery terms which are consistent with this Agreement) shall have no force or effect under this Agreement. No order shall be binding upon Voltaire until Voltaire confirms in writing its acceptance (including without limitation, credit approval). Voltaire will not be obligated to deliver Products sooner than 30 days after receipt of any order.
Changed Orders. Reseller may not cancel any order after acceptance, but it may update its firm purchase orders any time prior to delivery by increasing or decreasing the quantity of any Product ordered by 10%. Other changes in firm purchase orders require Voltaire's prior written consent. Voltaire will use reasonable efforts to comply with such requests, but shall not be responsible or liable for any failure to provide changed amounts. Reseller will pay to Voltaire all non-cancelable and other costs and expenses (including the cost of carrying increased inventory or storage costs for unpurchased Products) incurred in respect of any order rescheduled or otherwise changed less than 30 days in advance of the scheduled delivery date.
Last Time Buy. Voltaire will provide written notice to Reseller at least 90 days in advance of the date that it intends to discontinue manufacturing any Product, and shall allow Reseller to place a one-time final order for such Product, which order must be placed within 30 days following Voltaire's notice of discontinuance.
Subject to Availability. Notwithstanding any other provision of this Agreement, Voltaire's obligation to supply Product to Reseller is subject to availability and Voltaire's other obligations.
WARRANTY
Hardware.
a. Warranty. For 1 year after delivery, Voltaire warrants to end-user customer that the Hardware will (a) be free from defects in materials and workmanship and (b) operate in substantial conformance with the then current Documentation. Any warranty claim under this section must be made during the 1 year period. Voltaire's sole obligation and end-user customer’s exclusive remedy in respect thereof is to use reasonable efforts to repair or replace Hardware that Voltaire determines, in its reasonable judgment, is defective or, at Voltaire's sole discretion, to accept return of such Hardware and refund to end-user customer the price paid therefor.
b. Returns. Requests for warranty service shall be initiated by end-user customer's written notice (including by facsimile or electronic mail), advising Voltaire of the nature of the problem. If Voltaire is unable to resolve the problem through remote diagnostics or other communications with end-user customer, Voltaire shall assign end-user customer a return material authorization number (RMA). At its risk and expense, end-user customer shall deliver the nonconforming Hardware (with prominent indication of the RMA) to Voltaire or its designated repair center. Hardware returned without an RMA shall not be afforded warranty service, and end-user customer shall be liable for all costs and expenses incurred by Voltaire in connection with servicing the unauthorized return.
c. Response. For warranty claims made within 30 days after delivery, Voltaire will use diligent efforts to deliver replacement Hardware within 2 business days after the RMA is assigned. end-user customer will return the defective Hardware within 15 business days after the RMA is assigned; if not, Voltaire may invoice end-user customer at its then current list price for the replacement Hardware. For all later warranty claims, Voltaire will use diligent efforts to repair or replace defective Hardware within 15 business days after receipt of the RMA part at the designated Voltaire repair facility. Hardware repaired or replaced hereunder shall be covered by this warranty for the longer of 30 days after re-delivery to end-user customer or the remainder of the original 1 year warranty period. All Hardware (or any component) that is replaced hereunder becomes Voltaire's property.
Software. Voltaire warrants to end-user customer that the unaltered Software will operate substantially in conformance with the Documentation for a period of 90 days after delivery. Any warranty claim under this Section must be made in writing during such 90-day period. Voltaire's sole obligation and end-user customer's exclusive remedy in respect thereof is to use reasonable efforts to repair or replace the Software that Voltaire determines, in its reasonable judgment, is nonconforming or, at Voltaire's sole discretion, to accept return of such Software and refund to end-user customer the price paid therefor.
Exclusions. These warranties shall not apply to any Product that was (a) used, handled, transported, operated, maintained or stored improperly, or in any manner not in accord with Voltaire's instructions or recommendations, the Documentation or industry standard practice or (b) repaired, altered or modified other than by Voltaire or its authorized agents. Voltaire shall not be responsible for any data or other information contained in Hardware returned for warranty service; or (c) is not a Voltaire serialized part.
Disclaimers. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE PRODUCTS, DOCUMENTATION AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. VOLTAIRE DOES NOT WARRANT THAT THE PRODUCTS WILL MEET END-USER CUSTOMER’S REQUIREMENTS, OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY ERRORS CAN OR WILL BE FIXED. VOLTAIRE HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE.
Service and Support Requirement
Access level partners will have no obligation for support to or from Voltaire. All support obligations will be covered under specific contracts sold through to end users.
RESELLER COVENANTS
Efforts. Reseller shall (a) use its best efforts to successfully promote and demonstrate the Products to prospective customers, establish reference accounts for the Products and solicit and procure orders for the Products within the Territory on a continuing basis, (b) employ sufficient qualified employees to diligently perform all of its duties, and cause such employees to attend training programs for Products offered by Voltaire, (c) use Voltaire's then current names for the Products (but will not represent or imply that it is Voltaire or is a part of Voltaire), (d) comply with good business practices and (e) diligently perform all other duties as mutually agreed herein. Among other things, Reseller will make regular sales calls on accounts within the Territory, be available to provide technical information concerning the Products to customers and prospects and make itself reasonably available to provide technical assistance at such times and places as may be requested by prospects and customers.
Cooperation. Reseller agrees to cooperate with Voltaire as may be reasonably necessary or desirable to obtain or maintain regulatory certifications, licenses, authorizations or approvals for the Products as outlined in the Voltaire Channel Partner Program. Reseller will cooperate if/when required by Voltaire to advise the End-User information in case export license is required. Reseller will cooperate with reasonable requests to support Voltaire's sales, marketing and customer relations activities in the Territory related to the Products. Such cooperation may include (without limitation) attending and assisting with trade shows and exhibitions, and facilitating, arranging and attending Product demonstrations and face-to-face meetings between Voltaire and prospects and customers.
Records and Reports. During the term of this Agreement and for 1 year thereafter, Reseller agrees to keep and maintain true, accurate and complete records and accounts of all Products distributed by it and its other activities hereunder, and to make such records reasonably available for inspection by Voltaire. No later than the fifth day of every calendar month, Reseller shall submit to Voltaire status reports about Reseller's activities hereunder, including such information as Voltaire may reasonably specify.
Loyalty. Reseller shall not develop, market, promote, demonstrate, sell, lease, solicit or procure orders for or otherwise represent any product in the Territory that is the same as or similar to, or which is reasonably likely to be competitive with, any Product. Reseller shall conduct its business in a manner that reflects favorably upon Voltaire and the Products.
Leads. Reseller will promptly refer to Voltaire all opportunities in which the prospect desires Products outside the Territory. Such referrals will be in writing and include pertinent information (e.g., name of the prospect, contact person, contact information - phone number and email address, and a description of the prospect's requirements).
Feedback. Reseller shall investigate and keep Voltaire fully informed as to any problems encountered with Products and resolutions arrived at for those problems. Reseller agrees that Voltaire shall have and is hereby assigned any and all right, title and interest in and to any such suggested modification, design change or improvement of the Products, without payment of any additional consideration to Reseller, its employees or customers.
Compliance With Laws. Reseller shall comply with the US Foreign Corrupt Practices Act and all applicable export control laws, restrictions and regulations of any US or foreign agency or authority. Reseller will not and will not allow, directly or indirectly, the use, transmission, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any such law, restriction or regulation. Reseller shall be responsible for obtaining any necessary license or approval and otherwise complying with the latest US export regulations.