Terms and Conditions
|| Use of This Site | Purchasing Supermicro Products | Terms and Conditions for Suppliers |
Site Use (www.Supermicro.com)
The materials on this website (the "Site") are provided by Super Micro Computer, Inc. ("Supermicro") as a service to its customers and shall be used for informational purposes only. Downloading or printing any materials from this Site means you agree to these terms. If you do not agree to Supermicro's terms, do not use the Site or download any materials from the Site. You may not modify the materials at this Site in any way or publicly display, distribute, reproduce, perform, or otherwise use them for any commercial or public purpose. Supermicro prohibits any use of these materials on any other website or networked computer environment for any purpose.
The materials herein are copyrighted. Any unauthorized use of the materials may violate copyright, trademark, and/or other laws. Supermicro authorizes you to view and download the materials at this Site only for your non-commercial, personal use, provided that you retain all copyright and other proprietary notices contained in the original materials on any copies.
If you breach any of these terms, your authorization to use the Site is terminated and you must immediately destroy any downloaded and/or printed materials. You may not use, export or re-export the materials or services at this Site or any adaptation or copy in violation of any applicable laws or regulations, including without limitation U.S. export laws or regulations. These terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of laws.
Supermicro may revise these terms at any time. If you choose to access this Site from outside the United States, you do so on your own initiative and are responsible for compliance with all local laws. You should visit this Site from time to time to review the current terms because they bind you. Certain terms may be superseded by expressly designated legal notices or terms located on particular pages at this Site.
Disclaimer and Limitation of Liability
THE MATERIALS (INCLUDING ALL SOFTWARE) AND SERVICES ON THIS SITE ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.
IN NO EVENT SHALL SUPERMICRO OR ITS SUPPLIERS OR ANY THIRD PARTIES MENTIONED ON THIS SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR LOST PROFITS ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS AND/OR SERVICES, OR THE RESULTS OF USE OF THIS SITE, ANY WEBSITES LINKED TO THIS SITE, OR THE MATERIALS, INFORMATION OR SERVICES CONTAINED IN ANY OR ALL SUCH SITES, WHETHER BASED ON CONTRACT, TORT, WARRANTY OR OTHER LEGAL THEORY, EVEN IF SUPERMICRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES AND/OR CONSEQUENTIAL OR INCIDENTAL DAMAGES. THEREFORE, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOUR USE OF THE MATERIALS, INFORMATION OR SERVICES FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, CORRECTION, OR REPAIR OF DATA OR EQUIPMENT, YOU ASSUME ALL COSTS THEREOF.
Information published herein may refer to products, programs or services that are not available in your country. Consult your local Supermicro business contact for information regarding the products, programs and services that may be available to you. Supermicro's obligations with respect to its products and services are governed solely by the agreements under which they are provided. Nothing herein should be construed to alter such agreements.
Supermicro and its suppliers do not warrant the completeness or accuracy of the information, links, graphics, text or other items contained within these materials. Supermicro may make changes to these materials and products at any time without notice. Supermicro makes no commitment to update the materials, products or services.
Single Copy License
The unauthorized use of any materials at this Site may violate copyright, trademark, and/or other laws. The materials herein are copyrighted. Users may download one copy of the information or software ("Materials") found on Supermicro's sites on a single computer for their personal, internal, non-commercial use only unless licensed to do otherwise by Supermicro in writing or as allowed by any license terms that accompany or are provided with individual Materials. This is a license, not a transfer of title. Licensees are subject to the following restrictions:
Licensees may not:
Users agree to prevent any unauthorized copying of the Materials. Supermicro may terminate this license at any time if a user is in breach of the terms of this Agreement. Upon termination, users shall destroy the Materials immediately.
- modify the Materials or use them for any commercial purpose or public display, performance, sale or rental;
- decompile, reverse engineer, or disassemble software Materials except as permitted by applicable law;
- remove any copyright or other proprietary notices from the Materials;
- transfer the Materials to another person;
- remove or alter any embedded authorship and identification information.
Ownership of Materials
Materials are copyrighted and protected by copyright and other laws. They may not be modified, published, copied, reproduced, uploaded, posted, distributed, or transmitted in any way without Supermicro's prior written permission. Except as expressly provided herein, Supermicro and its suppliers do not grant any express or implied right to users of any copyrights, trademarks, patents, or trade secret information. Other rights may be granted to users by Supermicro in writing or incorporated elsewhere in the materials.
Performance ratings and tests are measured using specific computer systems and/or components. They reflect the approximate performance of Supermicro products as measured by those tests. Any difference in system hardware or software design or configuration may affect actual performance. Buyers should consult other sources of information to evaluate the performance of systems or components they consider purchasing.
Supermicro is a trademark or registered trademark of Super Micro Computer, Inc. or its subsidiaries in the United States and other countries. Supermicro's trademarks may be used publicly only with Supermicro's express written permission. Fair use of Supermicro's trademarks in promotion and advertising of Supermicro's products requires proper acknowledgement. Other names and brands may be claimed as the property of others.
Use of any software downloaded from this Site shall be governed by the terms of the end user license agreement, if any, which accompanies or is included with the software. All such software is the copyrighted work of Supermicro and/or its suppliers. You may not download or install any Software that is accompanied by or includes a license agreement unless you have read and accepted the terms.
REDISTRIBUTION OR REPRODUCTION OF THE SOFTWARE IS PROHIBITED EXCEPT AS PROVIDED FOR IN THE LICENSE AGREEMENT.
Supermicro does not want to receive confidential or proprietary information from users through this Site. Except as otherwise agreed in writing with an authorized Supermicro representative, any material, communication or other information you transmit or post to this Site will be considered non-confidential and non-proprietary ("Communications"). Supermicro will have no obligations with respect to the Communications.
Supermicro and its designees will be free to copy, disclose, incorporate, distribute and otherwise use the Communications and all data, images, text, sound, and other things embodied therein for any and all purposes. You are prohibited from posting or transmitting to or from this Site any unlawful, defamatory, obscene, pornographic, threatening, libelous, or other material that would violate any law.
Applicable Laws for Accessing Our Website Content
This Site is controlled by Supermicro from its offices in San Jose, California. Supermicro makes no representation that materials in the Site are available or appropriate for use in other locations. Access to them from territories where their content is illegal is prohibited. Those who choose to access this Site from other locations are responsible for compliance with applicable local laws. You may not export or use the materials in violation of U.S. export laws and/or regulations. Any claim relating to the materials shall be construed under and governed by the laws of the State of California.
Links To Other Websites
If this Site links to any third party website(s), the linked site(s) are not under the control of Supermicro and Supermicro is not responsible for the contents thereof. Supermicro reserves the right to terminate any link or linking program at any time. Supermicro does not endorse products or companies to which it links. Supermicro reserves the right to note as such on its websites. If you decide to access any third party site(s) linked to this Site, you do so entirely at your own risk.
Use of Personally Identifiable Information
Offer and Acceptance
Super Micro Computer, Inc.'s (hereinafter "Seller's") invoice, including these Standard Terms and Conditions of Sale printed thereon, shall constitute an offer to Buyer for the sale of Seller's goods which shall be deemed accepted by Buyer upon the delivery and non-rejection of Seller's goods. An acceptance shall constitute Buyer's consent to the terms and conditions stated on the invoice, which are in lieu of and supercede any and all terms and conditions stated on the Buyer's purchase order or other documents provided by the Buyer.
Terms of Payment
All payments shall be made to Seller in U.S. Dollars to "Super Micro Computer, Inc., P.O. BOX 742066, Los Angeles, CA 90074-2066," or another location if so requested by Seller, on or before the due date as stipulated on the invoice.All shipments and deliveries are subject to approval of Buyer's credit standing by Seller. Seller reserves the right to decline or postpone shipments for any reason except upon receipt and acceptance of payment or upon terms and conditions acceptable to Seller.
Prices for Seller's products shall be those stated on the front side of the invoice, which unless otherwise stated, do not include costs incurred for special packaging, shipping, or taxes. If prices are contingent on the purchase of a minimum quantity that is not met by the Buyer, Seller shall have the right to adjust the price accordingly.
Ex Works (EXW) and Risk of Loss
All shipments covered by this acceptance are Ex Works (EXW) Seller's facility. Seller's liability for delivery shall terminate upon delivery to the carrier, at which time the Buyer assumes all responsibility for damage to or loss of products.
Technical Assistance or Advice
Any technical assistance or advice offered by Seller in regard to the use of any product or service provided in connection with Buyer's purchases is given free of charge and as an accommodation to the Buyer. Seller shall not be held liable for the content of or Buyer's use of such technical assistance or advice, nor shall any statement made by any sales representative in connection with the products or services constitute a representation or warranty, express or implied.
Limitation of Liability
SELLER SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ON ITS PART WHICH IS DUE TO CAUSES BEYOND ITS CONTROL. THE LIABILITY OF SELLER, IF ANY, ARISING OUT OF AN AGREEMENT TO PURCHASE OR OTHERWISE WITH REGARD TO ANY GOOD FOR ANY AND ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES, WHETHER ARISING FROM SELLER'S NEGLIGENCE OR OTHER TORT, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, OR OTHERWISE SHALL NOT EXCEED THE TOTAL PRICE FOR THE GOODS UNDER THIS AGREEMENT.
IN NO EVENT SHALL SELLER BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR INABILITY TO USE SELLER'S PRODUCTS OR DOCUMENTATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR PROFITS. SELLER SHALL NOT BE LIABLE FOR ANY HARDWARE, SOFTWARE, OR DATA STORED OR USED WITH ANY PRODUCT, INCLUDING WITHOUT LIMITATION THE COSTS OF REPAIRING, REPLACING, INTEGRATING, INSTALLING OR RECOVERING SUCH HARDWARE, SOFTWARE OR DATA.
All sales, transactions, and/or disputes between Seller and Buyers shall be governed by and construed in accordance with the laws of the State of California, as well as applicable federal statutes of the United States of America.
Jurisdiction and Venue
The State of California, County of Santa Clara shall be the exclusive venue for the resolution of any disputes between Seller and Buyer arising from any invoice, any agreement to purchase or otherwise. Buyer's acceptance shall constitute consent to the jurisdiction and venue of the courts of Santa Clara County. The prevailing party shall be entitled to a reasonable compensation of attorney's fees, legal expenses, and costs.
As to all of Seller's Products, unless otherwise qualified, the term "Life Expectancy" as noted on attached performance specification or quotation, if any, is not a statement of guaranteed life, but rather, is Seller's best estimate of the anticipated performance of the unit under normal operating conditions. Claims for defective workmanship or material must be made within one year from the original date of shipment or 2,000 hours of operation, whichever first occurs.
In case of any justifiable claim, Seller will either repair or replace the defective goods when returned, but no goods shall be returned without Seller's consent. No claim shall be made at any time for labor or damages, direct or indirect, alleged to have been caused by defects in any product. The remedies stated on the invoice are exclusive and Buyer waives all other remedies it may have in law or equity.
Conditions of Product Use
As to all of Seller's products, unless specifically otherwise agreed to by Seller in writing, Buyer acknowledges that products/goods sold by the Seller are intended for uses only as stated on Seller's invoice.
Third Party Components
Supermicro recommends certain third party components, such as memory, hard disks drives, add-on cards, etc., to be used with Supermicro's systems, chassis, or main boards. Any use or offering other than these recommended third party components is strictly the responsibility and liability of the user or customer.
The commodities listed herein on this Site may be subject to U.S. export control laws and regulations, including without limitation the Export Administration Regulations. Any export, re-export, or transfer of these commodities must be conducted in compliance with such applicable laws and regulations.
The terms and conditions on this Site and on Supermicro's invoice, together with the documents incorporated into any invoice by reference, shall constitute the complete and exclusive agreement between the Seller and Buyer which supercedes any prior or contemporaneous representations or agreements.
Any terms or conditions furnished by the Buyer that conflict with those stated on this Site or the invoice shall be deemed inapplicable to any sale and shall not be binding on Seller. No modification, amendment, or waiver of the invoice terms or the terms on this Site shall be binding on Seller absent a writing signed by the Seller.
This Purchase Order ("PO") is Super Micro Computer, Inc.'s ("Buyer") offer to the person, firm, or entity named on the face of this PO ("Seller") and becomes a binding agreement ("Agreement"), subject to the terms hereof, when accepted by acknowledgement or commencement of performance by Seller. No revision of this order or any of the terms and conditions hereof shall be valid unless in writing and signed by an authorized representative of Buyer. Any additional or different term or condition on Seller's quotations, acknowledgment form, invoice or otherwise communicated by Seller in accepting this order, shall be deemed to be a material alteration of this PO and is hereby objected to by Buyer. The acceptance of items delivered hereunder by Buyer shall not be acceptance of terms and conditions of Seller. While both parties are finalizing in executing the master vendor supply agreement, the terms and conditions associated with the PO for purchase of products or services shall govern.
Time is of the essence of this Purchase Order. Seller shall mark and reference Purchase Order number on the outside of the package, packing slip and its invoice upon delivery. Buyer may reject any delivery, in all or in part, if Seller fails to do so. In the event that Seller fails to deliver any goods or perform any services on the time specified on this PO, Buyer may change the routing to premium transportation and Seller shall bear the additional expense thereof and/or Buyer may purchase replacements elsewhere and Seller will be liable for actual and reasonable costs and damages Buyer incurs. Seller will promptly notify Buyer if it has the need to revise the delivery date specified in this PO.
Title, Risk of Loss
Title to the goods shipped under this PO shall pass to Buyer in accordance with the shipping terms specified on the face of the PO. In the event shipping instructions are not provided, the applicable shipping terms shall be FOB destination.
Terms of Payment
Seller's invoice will be paid within the term specified on each PO from the date of an undisputed or correct invoice is received by Buyer. If the amount charged by Seller in the invoice is disputed by Buyer, both parties will negotiate in good faith to resolve the dispute. Seller shall submit with each invoice supporting documentation in a form satisfactory to Buyer and in detail sufficient for Buyer to identify the product or service rendered. Buyer will not be obligated to make payment against any invoices submitted 180 days after shipment of the deliverable(s). Currency will be in U.S. Dollars unless specifically negotiated and reflected in this Agreement.
Buyer may at any time, with or without cause, reschedule or cancel a portion or the entire PO without any cost or liability to Buyer.
The prices charged by Seller to Buyer for any product and service shall be the prices agreed upon by the parties. Notwithstanding the foregoing, Buyer reserves the right to renegotiate the prices of any open PO if Buyer learns that the prices for any product and/or service of such open PO in the market is lower than the prices offered to Buyer.
Inspection and Acceptance
Buyer may inspect the goods upon receipt for conformity hereto, and goods received prior to inspection shall not be deemed accepted until Buyer has run an adequate test to determine whether the goods conform to the specifications. If any item is defective in material or workmanship, or otherwise not in conformity with the requirements of Buyer' purchase order, Buyer shall have the right to reject it, require its correction or accept it with an adjustment in price, all at Seller's cost.
Product Change and End-of-Life Notices
Seller shall provide Buyer immediate written notice prior to the implementation by Seller of any Engineering Change Order (ECO), Product Change Notice (PCN), product End-of-Life (EOL) or any change affecting any product or component referenced in Buyer's Purchase Orders, including but not limited to any firmware change and hardware change.
• Supplier shall immediately notify Super Micro Computer, Inc. ("Supermicro") in writing of any issues pertaining to product nonconformity, order/material discrepancies, and/or late deliveries.
• In the event of product defect or nonconformity, in addition to the remedies available to Supermicro as set forth in Supermicro's Purchase Order ("PO"), Supplier shall arrange for the defective or non-conforming products to be returned to Supplier at no cost to Supermicro or provide clear instructions for the disposition of said products at no cost to Supermicro.
• Supplier expressly warrants that all products will be free from counterfeit materials. "Counterfeit Materials" shall mean any component, part and/or material that is made in imitation of the original component, part and/or material. Any product containing counterfeit material shall be considered a defective or non-conforming product. If Supermicro identifies that Counterfeit Materials have been received from Supplier, Supplier will work with Supermicro to immediately address the non-conformance to minimize and further mitigate the impact on Supermicro's customers. Supplier will, at its sole expense, implement a corrective action plan regarding the affected products and ensure that all subsequent product shipments do not contain non-conforming products. Supermicro reserves the right to immediately disqualify Suppliers who are found to have provided Counterfeit Materials. Suppliers may only be re-qualified at Supermicro's discretion, upon demonstration that corrective actions have been implemented.
• Supplier shall provide Supermicro immediate written notice of any and all changes in ownership of Seller's products, as well as Seller's internal process and applicable definition pertaining to the transaction between Supplier and Supermicro.
• During regular business hours, and with advance written notice to Supplier, Supermicro, their customers and regulatory authorities may perform a confidential audit of Supplier's records, which includes books, documents, accounting procedures and practices, and other data, regardless of type and regardless of whether such items are in written form, in the form of computer data, or in any other form, as they pertain to the Services provided under any and all agreements entered into between Supplier and Supermicro. Supplier shall maintain all aforementioned records for no less than seven (7) years and ensure that such records remain legible and readily identifiable and retrievable.
• In addition to remedies available to Supermicro as indicated in Supermicro's PO, in the event of discrepant materials or items, Supplier shall immediately notify Supermicro and submit root cause analysis and corrective action report. The corrective action report must be submitted to Supermicro within ten (10) business days from the date that Supplier learned of said discrepancy. If Supplier is unable to meet the 10-day requirement, Supplier shall submit a request for extension to Supermicro for Supermicro's approval. In the event that Supplier fails to meet the aforementioned obligations, Supermicro shall have the right to suspend any further business with Supplier until Supplier submits an acceptable corrective action report to Supermicro.
Seller will perform its obligations under this Agreement in strict compliance with all applicable local, state, and federal laws, laws of non-U.S. jurisdiction(s), if any, in which the goods are produced, delivered and/or in which the services are performed, executive orders, rules, and regulations in the performance of its obligations under this Agreement., including but not limited to, U.S. export compliance rules and regulations, the Anti-Kickback Act of 1986 (41 U.S.C. 51-58), and the Foreign Corrupt Practices Act of 1977 (15 U.S.C. 77dd-1 et seq.). In addition, Seller agrees to comply with Buyer's internal ISO procedures.
Seller warrants (i) all services shall be provided with due diligence, in a workmanlike and competent manner in accordance with the highest professional standards in Seller's trade or industry, and shall meet the descriptions, specifications, and performance standards provided by Buyer; (ii) the products do not infringe the intellectual property rights of others; (iii) the products delivered will be free from defects in design, workmanship, material, and manufacture and will comply with this Agreement, including any drawings/specifications agreed upon by the parties and described in a separate written document; (iv) Seller has all necessary legal rights, title and interest to the products to grant the rights set forth herein; and (v) all products purchased hereunder will be of merchantable quality and will be fit for the purposes intended by Buyer. The foregoing warranties are in addition to all other warranties, express or implied. All warranties run to the benefit of Buyer and its customers. If products, services or deliverables provided under this Agreement do not meet the warranties specified herein, Buyer may, at its option (a) require Seller to correct any defective or nonconforming product(s) by repair or replacement and/or re-perform any services at no cost to Buyer, (b) return such defective or nonconforming product(s) to Seller at Seller's expense and recover from Seller the fees paid for such defective product or service(s), or (c) correct the defective or nonconforming product itself or by use of another vendor and charge Seller with the cost of such corrections or service performance.
Seller warrants to Buyer that the products sold under this PO are i) safe in normal use or transportation, are non-toxic, and present no hazard to persons or the environment, and may be disposed of without special precaution; and ii) manufactured, imported, packaged, collected, recovered, recycled, or disposed in full compliance with the RoHS directive, the REACH regulation, WEEE directive, Batteries directive and other legislation applicable to illegal and hazardous substances.
Seller shall indemnify and hold Buyer and its agents, consignees, employees and representatives harmless from and against all expenses, costs, charges, damages, claims, suits, losses, fines, penalties or liabilities (including lawyers' fees) of every kind whatsoever by reason of, arising out of, or in any way connected with (a) Seller's breach of any of its warranties, representations and obligations in this Agreement, (b) any negligent act or omission, willful misconduct or strict liability of Seller, (c) any infringement or misappropriation of any proprietary right by any of the goods delivered, (d) any personal or bodily injury (including, without limitation, death) or damage to tangible property caused by any of the goods delivered.
Limitation of Liability
Buyer's total liability for damages arising out of or relating to this Agreement shall not exceed the aggregate fees paid by Buyer to Seller. Under no circumstances shall Buyer be liable for any special, incidental or consequential damages arising in any way out of this Agreement, however caused, whether arising under a theory of contract, tort (including negligence or otherwise), including, without limitation, damages for lost profits, or loss of data.
Neither party shall be responsible for its failure to perform due to causes beyond its reasonable control such as acts of God, fire, theft, war, riot, embargoes or acts of civil or military authorities ("Force Majeure"). If delivery of the product or performance of the services are to be delayed by such Force Majeure, Seller shall immediately notify Buyer in writing and Buyer may either: (i) extend time of performance; or (ii) terminate this PO at no cost to Buyer.
Seller shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of Buyer. Any attempted assignment without Buyer's consent shall be void and ineffective.
Neither party shall, for any purpose, be deemed to be an agent of the other party and the relationship between the parties shall only be that of independent contractors. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.
This Agreement shall be governed by and construed under the laws of the State of California, excluding its choice of law principles. The parties consent to the exclusive jurisdiction of the state and Federal courts in Santa Clara County, California.
Access to Facilities
Buyer shall have the right to review and audit Seller's facilities, operations, purchase orders, agreements and procedures at any reasonable time with adequate prior notice for the purposes of determining compliance with the requirements of this Agreement.
If any provision or part hereof shall be held to be invalid or unenforceable for any reason, then the meaning of such provision or part hereof shall be construed so as to render it enforceable to the extent feasible. If no feasible interpretation would save such provision or part hereof, it shall be severed, but without in any way affecting the remainder of such provision or any other provision contained herein, all of which shall continue in full force and effect unless such severance effects such a material change as to render the Agreement unreasonable.
In the event of a dispute between the parties hereunder with respect to this Agreement that must be resolved by litigation or other proceeding, the prevailing party shall be entitled to receive reimbursement for all associated attorneys fees and costs from the other party.
Except as stated to the contrary herein, all obligations herein which by their terms or nature survive termination of this Agreement will continue thereafter until fully performed.
Failure of either party to enforce any term of this Agreement will not be deemed to be a waiver of such term or condition.
This Agreement constitutes the entire agreement between the parties with respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties relating to such transactions. Both parties shall hold the existence and terms of this Agreement confidential, unless it obtains the other party express written consent otherwise.
©Copyright 2014. All rights reserved by Super Micro Computer, Inc.
980 Rock Avenue, San Jose, CA 95131-1615, U.S.A.
Super Micro Computer, Inc.
980 Rock Ave. San Jose, CA 95131-1615, USA
General Info: Marketing@Supermicro.com
Tech Support: Support@Supermicro.com