UCG Technologies Terms of Service: Hardware Sales

Hardware Sales

These terms (the “Hardware Terms”) apply to UCG Technologies 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 UCG Technologies in writing, all UCG Technologies deliveries are estimates only and subject to UCG Technologies timely receipt of supplies. UCG Technologies 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.

2. Title.

Title will pass to Customer upon delivery of the Hardware to the carrier.

3. Warranty.

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 UCG Technologies is not the manufacturer of the Hardware. To the extent legally and contractually permitted, UCG Technologies shall pass through to Customer any transferable Hardware warranties, indemnities, and remedies provided to UCG Technologies, including those for intellectual property infringement. UCG TECHNOLOGIES MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, SUCH AS WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT. For Hardware that UCG Technologies resells from a third party, UCG Technologies transfers any transferable warranties from the applicable manufacturers. UCG Technologies makes no independent warranty with respect to services performed by a third party. Customer's sole remedies for breach of UCG Technologies warranty are, at UCG Technologies choice: (i) repair of the Hardware; (ii) replacement of the Hardware; or (iii) refund of Customer's purchase price for the Hardware. UCG Technologies makes no representation or warranty with respect to any software installed on the Hardware and will have no liability in connection therewith.

5. Returns.

Customer may make warranty claims to UCG Technologies only with a return material authorization ("RMA") number issued by UCG Technologies. Customer must notify UCG Technologies by calling technical support describing Hardware defects discovered through normal use within the Hardware Warranty period as stated in the Order Form. UCG Technologies will only issue an RMA if the defect is created solely by UCG Technologies or the original manufacturer, and only if Customer meets the notice requirement. UCG Technologies 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 UCG Technologies in compliance with UCG Technologies 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 UCG Technologies no later than thirty (30) days after issuance of an RMA. UCG Technologies may assess all Hardware returned by Customer via RMA. If UCG Technologies determines such Hardware is not eligible for return, UCG Technologies 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) UCG Technologies 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 UCG Technologies, 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) UCG Technologies compliance with Customer's designs, specifications, or instructions, (b) modification of any Hardware by anyone other than UCG Technologies, 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, UCG Technologies may reschedule or cancel any outstanding Order Form, or portion of any Order Form, and declare all outstanding invoices due and payable immediately. UCG Technologies hereby reserves, and Customer hereby grants to UCG Technologies, a purchase money security interest in any Hardware for which the full purchase price has not been received by UCG Technologies 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 UCG Technologies as its attorney in-fact to execute, on Customer’s behalf and in Customer’s name, financing statement and other instruments to perfect UCG Technologies 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. UCG Technologies is not responsible for updating or upgrading operating systems. Updated April 2018