TD SYNNEX GENERAL TERMS AND CONDITIONS OF SALE

1. SCOPE 

These General Terms and Conditions of Sale (“Terms and Conditions”) govern the agreement (“Agreement” – As described in the following paragraph) regarding the sale, licensing, resale and distribution, as applicable, made by the TD SYNNNEX Entities specified in Exhibit I (“TD SYNNNEX”) to a customer (“BUYER”) of hardware, software and services from third party providers (each a “Manufacturer”) other than the TD SYNNEX Entity (collectively “Manufacturer Products”), as well as services performed by TD SYNNEX (“TD SYNNEX Services”); (TD SYNNEX Services and Manufacturer Products, collectively referred to as “Goods”).

The Agreement shall include all terms and conditions agreed between the parties, as well as these Terms and Conditions and any documents referenced herein. BUYER’s Terms and Conditions are expressly rejected and shall not apply, even if BUYER refers to its own terms and conditions in its offer, purchase order, acceptance or otherwise and TD SYNNEX does not object to them. No other agreement, representation or promise modifies these Terms and Conditions unless mutually agreed to in writing or electronically via electronic signatures, email or TD SYNNEX portals.

In the event of any inconsistency between any individual agreement entered between TD SYNNEX and BUYER and these Terms and Conditions or any other terms and conditions referenced herein, the individual agreements shall prevail.

2. MANUFACTURER’S PASS-THROUGH TERMS

Certain Manufacturers require TD SYNNEX to transfer particular terms and conditions applicable to the Manufacturer’s Goods to BUYERS and/or their End Users. By purchasing or licensing, as applicable, the Manufacturer’s Goods from TD SYNNEX, BUYER agrees to the Manufacturer’s Pass-Through Terms, which shall form part of the Agreement between TD SYNNEX and BUYER. To the extent required by the Manufacturer’s Pass-Through Terms, BUYER shall pass through such terms to its End User in its contract with the End User. 

The Manufacturers may modify, at any time, the respective Manufacturer’s Pass-Through Terms in connection with Manufacturer’s Products. In the event of any conflict between the Manufacturer’s Pass-Through Terms and these Terms and Conditions, the Manufacturer’s Pass-Through Terms shall prevail.

3. BILLING TERMS AND CONDITIONS

Business transacted in U.S. dollars, which is legal tender in the United States of America (USD); nevertheless, it may be paid in local currency, subject to prior authorization by TD SYNNEX. For such purposes and unless otherwise provided, all amounts in U.S. dollars shall be converted into local currency of the country, according to the quotation of the U.S. dollar calculated on the day prior to the respective invoicing. For the aforementioned conversion, the exchange rate (sale) established by the Central Bank corresponding to the day prior to the date of invoicing shall be used.

The Equipment shall be invoiced on the date of shipment of the goods by TD SYNNEX to the BUYER. Services and Licenses shall be invoiced at the time defined and agreed upon in the Sales Quotation and/or Services Offer issued by TD SYNNEX (hereinafter referred to as the Proposal) and the purchase order confirmation. 

4. TERMS OF PAYMENT (subject to credit analysis)

The existence of any type of agreement or contractual relationship of the BUYER with third parties does not affect the payment terms set forth in the Proposal.

BUYER is obliged to keep its registration in TD SYNNEX duly updated, to instrumentalize the respective collection. Any imprecision or inaccuracy in the registration and the eventual damage resulting therefrom may not be invoked by BUYER to eliminate or mitigate its obligation to make payment on the due date. For sales for which payments are to be made to a foreign TD SYNNEX Entity, all taxes to be withheld/collected at the time of remittance of the respective payments (gross up) must be added to the total price of the Proposal to guarantee TD SYNNNEX payment of the full amount provided for in the Proposal. Any payment terms other than those stated in the Proposal must be expressly stated in a written document sent by TD SYNNEX, and any other payment terms provided for in any other instrument not issued by TD SYNNEX shall be null and ineffective. BUYER authorizes TD SYNNEX to obtain credit information and documentation that will enable it to analyze BUYER’s creditworthiness in accordance with TD SYNNEX’s normal practices and policies, including, but not limited to, financial statements, credit references, business references, credit bureau reports, and the like. TD SYNNEX will make its own independent determination as to the creditworthiness of BUYER for the eventual granting of a line of credit.

5. DELIVERY 

The delivery forecast reported in a Proposal is an estimate based on historical data, to be counted from the date of issuance of the sales order (SO) by TD SYNNEX, which will be made after analysis and confirmation that all mandatory data have been reported by the BUYER. BUYER is aware and therefore accepts that the delivery of the goods may occur before or after the date(s) specified in the Proposal, due to external factors such as delays in manufacturing or availability on the part of the Manufacturer, operational, commercial, or customs issues, acts of God, or force majeure. In such cases, TD SYNNEX shall not be liable in any way for any loss or damage caused to the BUYER. TD SYNNEX shall only be liable for delays attributable exclusively to its direct actions. The generation of the OV, and not BUYER’s purchase order, is the starting point for counting the estimated days for delivery of the Goods, which shall be updated after each movement of the product from its origin. BUYER shall immediately notify TD SYNNEX, within up to three (3) days of receipt of the Goods, if it finds that there is any non-apparent damage to the Goods, except for deliveries revealing external and apparent damage, which shall be rejected immediately upon delivery by the carrier. Such notification shall be made in writing and shall be reasonably detailed, stating the reasons for such rejection. Failure to give notice within the aforesaid period shall be deemed an acceptance of delivery and without objection of the Goods.

Goods in stock are not reserved for a Proposal and are subject to confirmation of availability upon acceptance of a purchase order. Delivery of Goods may be evidenced by any effective means, including certifications issued by the respective Manufacturer.

6. TD SYNNEX SERVICES

TD SYNNNEX Services Limited Warranty: TD SYNNNEX warrants that TD SYNNEX Services will be performed in a reasonable and workmanlike manner. To the extent permitted by applicable law, TD SYNNEX makes no additional warranties, whether express, implied, statutory, or otherwise. This includes, but is not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. TD SYNNEX DOES NOT WARRANT THAT TD SYNNEX SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THEY WILL MEET ALL OF THE BUYER’S EXPECTATIONS.

The BUYER’s sole remedies for breach of the limited warranty shall be, at TD SYNNEX’s sole discretion and upon written notice from the BUYER within thirty (30) days after completion of the TD SYNNEX Services: (i) the repetition of the Services provided by TD SYNNEX or (ii) a proportional refund of the fees paid by the BUYER for the TD SYNNEX Services deemed non-compliant.

7. SPECIFICATIONS OF GOODS AND WARRANTIES

Specifications of Goods: The applications, specifications, services or rights comprising the Goods purchased hereunder are as provided in the respective manuals, End User License Agreement (“EULA”) and/or data sheet (“data sheet”), the contents of which BUYER represents that it is aware of and accepts at the time of placing a purchase order with TD SYNNEX and/or accepting the respective Proposal.

The list of goods presented in a Proposal must be technically validated by BUYER and TD SYNNEX is exempt from liability for possible configuration or design errors.

BUYER is solely responsible for the specifications of the Goods listed in the Proposal, and TD SYNNEX has not provided, in this act or at any time, counseling or advice that imports liability for the suitability or efficiency of the Goods purchased against BUYER’s interests, in isolation or in the context of a project.

Exclusion of Warranties: Notwithstanding the TD SYNNEX Services Limited Warranty specified in Section 4, TD SYNNEX makes no warranties or representations of any kind with respect to the Goods, including, but not limited to, information about the Goods. BY THIS TERMS AND CONDITIONS, TD SYNNEX EXCLUDES ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, IN RELATION TO THE GOODS OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. TD SYNNEX SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, COSTS OR EXPENSES FOR BREACH OF WARRANTY.

Except as otherwise expressly provided in the Proposal, BUYER acknowledges and agrees that TD SYNNEX is not liable for the performance of installation, maintenance, warranty, support, assistance, support, upgrade, replacement, exchange or any type of service comprising the Goods purchased hereunder, the performance of which is the sole responsibility of the respective Manufacturer.

The warranty of the Goods is the sole responsibility of the respective Manufacturers/Providers and must be requested from them. The term, conditions and processing of the warranty are stipulated by the policy defined by the respective Manufacturers/Providers for each of their Goods, which BUYER declares to know and accept. Eventual defects verified in the execution of the contractual obligations of the Manufacturer of the Goods shall not be considered by BUYER as a reason to suspend or deviate from its duty to pay the price fixed in this instrument.

8. PRICES AND TAXES

Prices are valid only for the purchase of the total quantities described in the Proposal.

All taxes, calculated in accordance with the law in effect at the time of issuance of the Proposal, shall be included in the values submitted.

BUYER shall not deduct any amount from any invoice from TD SYNNEX, without the prior express approval of TD SYNNNEX, which in turn shall be contingent upon the provision of all supporting documentation for this deduction as required by TD SYNNNEX.

The prices indicated may undergo changes, even after having being accepted by BUYER, due to the incidence rules (applicable tax rate, calculation basis, etc.) of taxes levied on them, due to the creation of new taxes or the modification of the Manufacturer’s price list, provided that this is duly proven. It is understood, for all purposes, that the increase in the tax burden shall be measured on the basis of the effective application of the new tax rules in force at the time of the respective invoicing.

TD SYNNEX is not responsible for maintaining the same prices for new Goods that eventually replace the products discontinued by the Manufacturer, leaving it to the discretion of BUYER to request a new proposal with the products updated with their market price.

9. CONDITIONS OF SALE 

Upon acceptance of the Proposal, no change in the quality and quantity of the Goods sold, which have already been accepted, shall be accepted, unless otherwise agreed in writing between the parties.

Payment terms are subject to credit analysis up to the time of invoicing. TD SYNNEX will or will not extend credit to BUYER in accordance with its credit policy and may require the purchase price to be paid prior to shipment (“prepayment”). TD SYNNEX may, from time to time, without notice, change or revoke BUYER’s credit limit based on changes in TD SYNNEX’s credit policies or BUYER’s financial condition and/or BUYER’s payment history. In the event that BUYER is late in making any payment for which it is responsible, TD SYNNNEX may apply, from the day after the due date until the date of actual payment, default interest at the Monthly Interest Rate detailed in Exhibit II -A that corresponds to the TD SYNNNEX entity, as well as a late penalty for the late payment at the rate of 10% (ten percent) from the fifth day after its due date, without prejudice to the exercise of any other actions to which TD SYNNNEX is entitled.

In case the judicial collection of debts is necessary, the BUYER shall pay 20% (twenty percent) of the total amount of the debt for legal fees.

BUYERS’ requests for substitution/alteration of tax documents may only be honored if they are formally sent, with due justification, to TD SYNNEX within the term established in the applicable tax legislation and provided that the commercial conditions of the respective business do not change. Even if the request for substitution/alteration is submitted within the deadline, it is up to TD SYNNEX whether or not to comply with the request submitted.

• LIMITATION OF LIABILITY

Subject to the limitations set forth in the following paragraph and in these Terms and Conditions, TD SYNNEX’s liability arising under these Terms and Conditions, or in contract, tort or otherwise, shall be limited to actual, proven and direct damages.

TD SYNNEX shall not be liable, in any case, even jointly and severally or subsidiarily, for the following I – for the authenticity, validity and accuracy of the data provided by BUYER; II – for situations of fortuitous event or force majeure; III – for damages caused by acts of third parties, such as virus attacks, Trojans and hackers, among others; IV – for damages exceeding the price actually paid for the Goods being claimed; V – for any type of contract, obligation, duty, guarantee, provision, service, promise or project by third parties, including the Manufacturers; VI – for indirect, special, consequential, punitive, punitive and/or lost profits.

11. DIRECT BILLING

In the event, invoicing is made directly to the End User, because of the business/project brokered by BUYER, to whom the Proposal is addressed, the latter (BUYER, capturer of the business/project) assumes the following obligations vis-à-vis TD SYNNEX: (a) to ensure that End User has full knowledge of the contents of this instrument, obtaining its acceptance of these terms and conditions; (b) to keep the End User’s registration with TD SYNNEX duly completed and updated; (c) to be jointly and severally liable to TD SYNNNEX for the End User’s default, in the following cases: c.1) in case it does not obtain from the End User, to whom the goods are destined, the express and irrevocable acceptance of the contents of this instrument and of the respective invoicing; c.2) if it does not keep the End User’s registration correctly updated in TD SYNNEX’s database; and c.3) if the End User refuses to pay for the supply because of an act or omission attributable to BUYER. Failure to comply with any of the obligations set forth in this Section shall entitle TD SYNNEX to make, regardless of prior notice or acceptance, compensation for the amount corresponding to the verified damage or loss of profit, including in respect of charges (correction, interest and penalty) not received by reason of the End User’s delay, in any payment that BUYER is entitled to receive from TD SYNNNEX. 

The commission shall be due to BUYER only after TD SYNNEX receives total payment of the adjusted amounts for the brokered supply, there being no right or claim of BUYER before such payment has occurred. If partial payments occur, the commission shall be paid pro rata, based on the partial payments. Unless otherwise stated, payment of the commission shall be made to BUYER, no later than (15) fifteen calendar days after TD SYNNEX actually receives from End User the amounts due to it. BUYER shall issue the corresponding invoices for the commission service or commercial intermediation after confirmation that TD SYNNEX has received the adjusted amounts for the sale.

The description of the services linked to the invoice must include the details of the fees that make up the total amount invoiced. The respective payment schedule shall follow the internal rules of TD SYNNEX. The calculation of the commissions will always be made on the basis of the calculation formula determined by TD SYNNEX and using the same exchange rate used by TD SYNNEX in its invoicing, regardless of the exchange rate eventually used by the BUYER in its business. BUYER agrees to reimburse TD SYNNEX for any sales commission paid in error at the time prior to actual receipt of the adjusted amounts for the sale.

BUYER expressly authorizes the withholding and offsetting of commissions owed to it in the event it is indebted to TD SYNNEX, regardless of prior consent or communication. Due to TD SYNNEX’s operating circumstances, BUYER acknowledges and agrees that: (i) it must send TD SYNNEX invoices for payment of commissions no later than 120 (one hundred and twenty) days from the date on which payments are made to TD SYNNEX by the respective End Users, under penalty of forfeiture of the respective commission; and (ii) if there is a delay of more than 180 (one hundred and eighty) days in relation to the total payment due to TD SYNNEX by the respective End Users, the loss of the respective commission will occur, even if the End Users make the payment of the debt after such period.

12. ACCEPTANCE OF THE PROPOSAL

Approval of the Proposal shall be made upon acceptance by the BUYER. Such acceptance may be formalized by e-mail, by electronic means or any written document sent by an authorized person of the purchasing company, or even by the simple receipt of the respective Goods, constituting, from this acceptance, an agreement between the parties, irrevocably and not subject to cancellation or withdrawal for any reason whatsoever (including issues related to the Goods purchased, dollar variation, unlawful acts attributable to third parties and facts linked to the respective Manufacturer), which shall comply with all the clauses and conditions herein provided, with BUYER having no right/possibility of withdrawal or repentance after accepting the Proposal.

In case of submission of a purchase order under the format of BUYER in response to the submission of a Proposal, the placement of a purchase order shall be deemed as full and unrestricted acceptance to the terms and conditions of such Proposal. In the event of a conflict between the terms and conditions of BUYER’s purchase order and a Proposal, the terms and conditions of the Proposal shall prevail, unless TD SYNNEX expressly states in writing that any provision of the Proposal is inapplicable. The purchase order must contain all information necessary for invoicing, delivery and collection, as well as documentation required by Manufacturer for acceptance and processing of the order. The processing of the sales order is the signal that the purchase order received by TD SYNNEX is complete and accepted.

13. NO CANCELLATION

After its acceptance, no cancellation or withdrawal shall be allowed for any reason (including the variation of the dollar, acts related to the Goods purchased, acts or conduct related to the Manufacturer of the Goods, commercial issues related to BUYER, among others), so that BUYER shall purchase and pay the total amount for the Goods in the manner and term provided herein.

In the event that BUYER acquires the supply of Software Licenses and their respective related services, BUYER accepts that the acquisition shall be made for the total amount of price established in the Proposal, which corresponds to the total term of the respective subscription, therefore any fractional payment of the price and/or of the respective invoicing does not grant BUYER the right to cancel the periods not yet used of the subscription period, which shall be paid in full, in any hypothesis.

14. OBLIGATIONS OF THE BUYER

a. Compliance with Laws. BUYER shall comply with the provisions of all applicable laws and regulations under the laws in force in the country where TD SYNNEX and BUYER are located. This obligation shall include, but not be limited to, the acquisition, at BUYER’s expense, of insurance, licenses, permits, certificates or other approvals required for the performance of its obligations during the relationship with TD SYNNEX, including and not limited to: the safety of persons, laws relating to the protection and preservation of the environment, laws relating to labor standards, laws relating to the protection of intellectual property rights, and laws relating to hazardous or polluting materials.

b. Export. BUYER acknowledges and agrees that all supplies of Goods, software and technology between TD SYNNEX and BUYER are subject to export control laws and regulations of national, European Union, United Kingdom and United States legislation. This includes but is not limited to the Export Administration Regulations and the sanctions regimes of the U.S. Department of the Treasury, Office of Foreign Assets Control. BUYER shall comply with all such laws and regulations applicable to it. BUYER shall not, unless authorized under such laws and regulations, make any supply of these Goods, software and technology, either directly or indirectly, to, or for use by, (i) any embargoed or sanctioned country or region, or to (ii) any person or entity to which exports are restricted pursuant to any applicable governmental list of prohibited and restricted parties or to (iii) any person directly or indirectly owned or controlled by the foregoing.

c. Prohibited Sales. BUYER shall not, directly or indirectly, transfer or make available to any other person or entity any of the Goods, software or technology supplied by TD SYNNEX for use in activities related to the design, development, production or use of nuclear, chemical or biological weapons, or missiles, rocket systems or unmanned aerial vehicles. BUYER shall defend, indemnify and hold harmless TD SYNNEX against any claims or penalties incurred by TD SYNNNEX as a result of BUYER’s failure to comply with such laws and regulations.

d. Software. Software is the machine-readable version (object code) of computer programs (“Software”). BUYER shall not modify, directly or indirectly, the features or functionality of the Software, copy or create derivative works using all or any part of the Software, or decompile or reverse engineer or attempt to reverse engineer or derive the source code, techniques, algorithms or processes of the Software, or permit or encourage any third party to do so. BUYER’s use of the Software and any related documentation is governed by the license agreements applicable to the Software. Software embedded in or included with the hardware must be used only with the device for which it was designed and may not be transferred separately. BUYER authorizes TD SYNNEX to accept, on BUYER’s behalf, any EULA or similar agreement for the Goods. BUYER shall obtain this same authorization from its End User. TD SYNNEX is under no obligation to accept any EULA, but may exercise its authority in its sole discretion. BUYER acknowledges that Manufacturer or Manufacturer’s third party licensors will provide any necessary licenses to use the Goods and not TD SYNNEX.

e. Additional Requirements. Parties shall comply with their respective obligations and responsibilities under all legal regimes that may apply with respect to an importation or sale of Goods, such as licensing, reporting, registration or payment obligations. In cross-border transactions, BUYER shall be responsible for compliance with the requirements set forth therein. In particular, BUYER shall assume and comply with all requirements applicable to an importer of the Goods. BUYER agrees that, as between BUYER and TD SYNNEX, BUYER shall be solely financially responsible for payment of all duties, levies, taxes and costs related to compliance with this Section.

f. Code of Conduct: BUYER shall comply with the requirements of the TD SYNNEX Code of Conduct currently in effect. Current TD SYNNEX Code of Conduct is available at: https://ir.tdsynnex.com/governance/governance-documents/default.aspx .

15. AUTOMATIC RENEWALS, RECURRING SERVICES, AND OTHER REQUIREMENTS

a. Automatic Renewals and Recurring Services: For Goods available under subscription or for a recurring term (“Subscriptions“), BUYER agrees that TD SYNNEX may invoice BUYER for automatic renewals and Subscriptions, using BUYER’s initial purchase order number as authorization for subsequent invoices until BUYER properly cancels the applicable Subscription. BUYER further agrees to notify End Users of renewal of their applicable Subscriptions and payments due and acknowledges that BUYER’s payment obligation is not conditioned upon (a) TD SYNNEX’s invoicing for the Goods, (b) BUYER’s placement of a purchase order for renewal, or (c) BUYER’s receipt of a renewal order from its End User.

b. Consumption Based Subscriptions: For Subscriptions that are billed based on consumption, Manufacturer may establish minimum consumption allowances (“Minimum Usage“) and/or maximum consumption allowances (“Maximum Usage“). If BUYER consumes less than the Minimum Usage during a given billing period, TD SYNNEX will bill BUYER and BUYER will pay the applicable rate for the full amount of the Minimum Usage, regardless of actual usage. If BUYER consumes more than the Maximum Usage for a particular billing period (“Excess” or “Overage”), TD SYNNNEX will bill BUYER and BUYER will pay the applicable rates for the Maximum Usage, plus the applicable rates for the Overage amount.

c. Consent to Transfer End Users for Breach: In the event BUYER breaches these Terms and Conditions and to the extent permitted by local law, TD SYNNEX reserves the right to transfer BUYER’s End Users to another Reseller to avoid disruption of End User access.

d. Unauthorized Activity. Insolvency: If BUYER or its End User becomes insolvent (as defined below) or files for dissolution, or is the subject of a security breach or hacking incident, which may result in unauthorized activity or charges, BUYER shall remain fully liable to TD SYNNEX for all payments due under these Terms and Conditions, even if such amounts are the result of unauthorized activity or charges against the End User’s account. “Insolvent” or “Insolvency” shall mean that a party is unable to pay its debts as they become due, has filed for protection under applicable bankruptcy and insolvency law or has obtained relief for its debts in an assignment for the benefit of creditors.

e. Other Security Obligations: BUYER shall be solely liable for any and all activities conducted on its portals and accounts. BUYER shall ensure that (i) only its authorized representatives have access to the portals and accounts, and that (ii) its authorized representatives’ access and use the portals and accounts in a responsible and secure manner. BUYER shall implement and enable a multi-factor authentication (“MFA”) process to access its portals, accounts and any underlying services. In addition, BUYER shall ensure that End User implements and uses MFA processes to secure access to its portals, accounts or any underlying services. BUYER shall defend, indemnify and hold harmless TD SYNNEX for any claims arising out of or related to BUYER’s breach of its obligations under this section.

16. DIRECT COLLECTION AUTHORIZATION

In the event of non-payment by the BUYER to TD SYNNEX, at TD SYNNEX’s request and sole discretion, the BUYER shall be obliged to irrevocably assign the credits to be received by the end user who received the goods purchased from TD SYNNEX for resale.. For which BUYER undertakes, if necessary, according to the applicable legislation, to formalize the respective act of assignment. In this case, TD SYNNEX may notify the End User to make directly to itself the payments due to BUYER. This assignment is not intended to constitute or characterize the form of payment of the debts owed by BUYER to TD SYNNEX, nor does it imply the exoneration of BUYER from its duty to pay its debts with its own resources and on the respective due dates, regardless of the receipt by BUYER of any payment owed by End User.

BUYERS’ debts with TD SYNNEX shall always be freely collectible, with all its charges, as of the due date. Notwithstanding the foregoing, in the event of TD SYNNEX’s billing to BUYER, occurring default in the latter’s payment obligation, TD SYNNNEX may, at its sole discretion and upon written notice to BUYER, elect to carry out billing and collection directly to the End User as an interim solution until all billing and collection issues are resolved.

17. PRIVACY AND DATA PROTECTION 

Each party shall comply with all applicable laws, rules, regulations, requirements and codes of practice relating to privacy or data protection in the state, country or countries in which personal data is collected or retained or otherwise processed (collectively, the “Data Protection Laws”). Each party agrees to obtain the necessary consent in accordance with the Data Protection Laws and will not provide personal data to third parties without prior notification to the owner of such data and to utilize them exclusively for the object of these Terms and Conditions.

TD SYNNEX may use, store or, in any event, process and may transfer or disclose any personal information provided by BUYER to any employee of TD SYNNEX, wherever located, for the purpose of administering these Terms and Conditions and managing the day-to-day relationships between the parties’ personnel, and BUYER agrees to inform its employees of the foregoing. BUYER shall be obliged to take the necessary measures to give prior notice to the owner of personal data, that their information may be used, stored or processed by TD SYNNEX. BUYER may use, store or process personal data provided by TD SYNNEX for relationship management purposes but shall not transmit any personal data to third parties without prior notice to the personal data owner. In the event that TD SYNNEX handles personal information of BUYER’s agents or BUYERS, including the End User, this information shall be managed in accordance with TD SYNNEX’s Privacy Policy, which is posted on its website at https://www.tdsynnex.com/us/en/privacy.html, the terms of which are deemed to be reproduced in this Agreement as if they were inserted verbatim.

IN THE EVENT THAT BUYER COLLECTS DATA FROM ITS BUYERS, BUYER IS RESPONSIBLE FOR ADHERING TO ALL APPLICABLE DATA PRIVACY LAWS INCLUDING NOTICE AND CONSENT PROVISIONS.

BUYER shall defend, indemnify and hold harmless TD SYNNEX from and against any claims, actions, liabilities, losses, damages and expenses (including reasonable legal fees) arising from third party claims and/or actions by governmental agencies arising directly or indirectly, in connection with a BUYER’s data processing activities, under or in connection with these Terms and Conditions, including, without limitation, those arising out of any third party claim, demand, claim or action, breach of contract, negligence, fraud, breach of statutory duty or the failure of any party to comply with the Data Protection Laws.

BUYER acknowledges that TD SYNNEX may use BUYER’s personal information to communicate with BUYER about its Goods and those of its subsidiaries, affiliates, parent companies, related businesses and its third-party partners. BUYER further acknowledges that BUYER has read and understands the Privacy Policy available on the https://www.tdsynnex.com/us/en/privacy.html website. Further, the BUYER consents to the use of its personal information, including that disclosed in the Privacy Policy. The BUYER is aware that he/she may withdraw his/her consent, at any time and with subsequent effect, without expressing cause, in accordance with the Privacy Policy.

The owner of the personal data may at any time exercise his/her rights of Access, Rectification, Cancellation and Opposition, as well as revoke his/her consent for the processing of his/her data, by sending a request to the email address that BUYER must provide for such purposes. The request must contain at least: (i) the full name of the owner, (ii) a document that proves their identity, (iii) a clear description of the data on which the right is requested to be exercised, and (iv) any other element that facilitates the location of the information. BUYER shall implement administrative, technical, and physical security measures necessary to protect personal information against damage, loss, alteration, unauthorized access, or processing.

18. ANTI-CORRUPTION LAWS. 

The Parties (which, for purposes of this section, includes all of their personnel, employees, partners, associates, representatives and affiliated companies) is subject to all applicable anti-bribery and anti-corruption laws, including, but not limited to, the Foreign Corrupt Practices Act or “FCPA” (“ABAC Laws”) and warrant that they will comply with all applicable ABAC Laws. Neither Party will a) take any action or permit or authorize any action that has the effect of making the other Party liable for a violation of the ABAC Laws; b) offer, make or promise to give, directly or indirectly, money, gifts, advantages or anything of value to any official or employee serving, permanently or temporarily, in the public administration, domestic or foreign, at the federal, state or municipal level, or to state enterprises in any country in which the state has a controlling interest or control, or to any person associated with public international organizations or political parties, in order to influence or assist in obtaining or retaining business or to secure an improper advantage for either Party in any aspect of its business operations; c) violate or cause the other party to violate the ABAC Laws in connection with the sale and distribution of the Goods. Parties shall notify the other party in writing if any of their owners, partners, managers, directors or officers are or become officers, agents or representatives of a government or political party or candidate for political office.

19. GOVERNING LAW AND JURISDICTION

This instrument shall be governed by and construed in accordance with the laws of the Territory applicable to the TD SYNNEX entity, in accordance with Exhibit II-B, without regard to its choice of law principles. In the event that any legal action is necessary to enforce or interpret the terms of this instrument, the Parties agree that such action shall be brought in a court in the city that corresponds to the TD SYNNEX entity, in accordance with Exhibit II-B, and that the Parties submit to the jurisdiction and venue of such court as if the dispute were between residents, renouncing any jurisdiction that corresponds to their current, past or future domicile.

19. LANGUAGE. This Terms and Conditions are published both in English and Spanish versions. Both versions shall bind the parties and constitute one and the same agreement; however, the Spanish version shall prevail and be controlling in all cases of doubt, conflict, or discrepancy regarding interpretation or construction of the Agreement. 

20. RECORDS AND AUDIT RIGHTS. 

BUYER shall keep complete and accurate books and records for 7 years from the date of the purchase (or longer if required by applicable law). BUYER shall, upon TD SYNNEX’s written request, provide TD SYNNEX with transactional documentation, records, and other supporting information necessary to verify BUYER’s compliance with these terms of this Terms and Conditions and/or to allow TD SYNNEX to adequately respond to vendor/third party audits. BUYER shall provide the requested documentation within 5 business days from the date of TD SYNNEX’s request.

APPENDIX I: TD SYNNNEX Entities

ANNEX II- A: Interest Rates 

“Monthly Interest Rate” means, with respect to each TD SYNNEX Entity Office Location, the monthly interest rate applicable to the unpaid securities, as set forth in the table below:

ANNEX II- B: Applicable Law and Competent Tribunals

“Applicable Law” and “Competent Courts” refer, in connection with the Office Locations of each TD SYNNEX Entity, to the laws of the country and the courts of the city listed in the table below: