Last Updated: August 3, 2017
- 1. This Website contains the terms and conditions pursuant to which You may purchase/license certain products offered by RingCentral, including IP Desk phones and equipment related to IP Desk phones, such as handsets, headsets, and related software installed on those devices. For a list of the products currently offered by RingCentral (“Products”) click here.
- 2. The purchase/license of Products shipped on or before December 31, 2016, will be fulfilled by Westcon Group, Inc. and will be subject to the Westcon Group, Inc. Terms and Conditions of Sale of Hardware. For a copy of those terms, see below.
- 3. The purchase/license of Products shipped on or after January 1st, 2017, will be fulfilled by RingCentral Inc., or by a designated affiliate for sales outside of the US and Canada, and will be subject to the RingCentral, Inc. Terms and Conditions of Sale of Hardware. For a copy of those terms click here.
- a. Where used in these Terms and Conditions of Sale of Hardware:
- i. “Authorised Representative” means any person who holds the job title and office of General Manager, Finance Director or Vice-President.
- ii. “Customer” means you or any of your subsidiaries purchasing Product from WGI.
- iii. “Conditions” means these Terms and Conditions of Sale.
- iv. “Contract” means any agreement for the purchase and sale of Products from WGI to Customer which result from a Purchase Order submitted to and accepted by WGI.
- v. “Contract Date” means the date upon which a Purchase Order is accepted by WGI.
- vi. “Force Majeure” means, without limitation, any acts of God, government, war, terrorism, riot, fire, floods, earthquakes, explosions, strikes, lockouts, cessation of labour, trade disputes, breakdowns, accidents of any kind or any other causes which, in all cases, are beyond the reasonable control of WGI (including delay or shortages by its Suppliers).
- vii. “Products” means any Supplier’s goods and/or software, or any installment or parts thereof, which are made available for purchase by Customer on the Website and supplied by WGI to Customer pursuant to a Contract, including any documentation related thereto. Products shall be new or like-new, unless Customer requests refurbished Product. WGI will fulfill Purchase Orders for refurbished Product to the extent WGI has refurbished Product available.
- viii. “Purchase Order” means Customer’s submission of a written or electronic order for Products through the Website or other documentation indicating name, quantity and pricing of Products to be purchased.
- ix. “RingCentral” means RingCentral, Inc. and its subsidiaries, the entity hosting the Website, passing Customer’s Purchase Order to WGI and invoicing Customer, and collecting payment, on WGI’s behalf.
- x. “Supplier” means the supplier, licensor, publisher, manufacturer or other third party provider of Products.
- xi. “Website” means the portal hosted by RingCentral at www.ringcentral.ca through which Products are made available for purchase.
- xii. “WGI” means Westcon Group, Inc. with a registered office at 520 White Plains Road, Tarrytown, NY 10591 and any of its subsidiaries.
- b. As used in these Conditions, (i) any reference to a statute shall be construed as a reference to that statute as amended, re-enacted or otherwise modified from time to time, (ii) the term “including” will always be deemed to mean “including, without limitation”, (iii) a definition is equally applicable to the singular and plural forms of the feminine, masculine and neuter forms of the term defined, and (iv) any headings in these Conditions are for convenience only and shall not affect the interpretation of any terms.
2. General Ordering Terms.
- a. Customer may purchase Products under these Conditions by issuing a Purchase Order to RingCentral. Only a Purchase Order submitted by Customer shall constitute an offer to contract subject to these Conditions. Notwithstanding submission of Purchase Order, any purchase and sale of Product shall be directly between WGI and Customer, subject to these Conditions. All Purchase Orders are subject to acceptance by WGI provided that WGI may only reject Purchase Orders that are not in compliance with the terms of these Conditions or that specify a ship-to address or Customer for which WGI determines it is prohibited by applicable law from shipping to such destination or Customer. WGI will provide notice of acceptance or rejection to Customer, which may be provided via RingCentral, within one (1) business day of receipt of the Purchase Order. Any Purchase Order not rejected within this time frame will be deemed accepted.
- b. No additional or alternative terms or conditions or any alteration to these Conditions proposed by the Customer contained or referred to in a Purchase Order or other form submitted to WGI shall be deemed to apply unless they are expressly accepted in writing by an Authorised Representative of WGI with respect to that Purchase Order.
- c. Customer’s subsidiaries shall be defined as any entity which the Customer controls or owns more than 50% of its shares. Customer guarantees full and prompt payment to WGI of any sums as they fall due for any Purchase Orders placed hereunder by Customer’s subsidiaries.
3. Cancelling & Rescheduling Purchase Orders.
- a. Except as set forth below, no Purchase Order which has been accepted by WGI may be cancelled or rescheduled by Customer except with written agreement by WGI.
- b. Customer may cancel, reschedule or modify a Purchase Order for Products any time prior to shipment by WGI.
- c. When possible, WGI shall ship all Products under a single order together, in one shipment. Where an order is shipped in installments, all such shipments shall be subject to these Conditions.
4. Limited Product Return Right.
Product may be returned by Customer for any reason within thirty (30) days of receipt of the Product (“Return Period”), and WGI will accept the return and provide a refund to RingCentral of the price paid by Customer for the Product, or a lesser amount depending on the condition of the returned Product, as set forth below. The refund shall also include taxes and any fees, duties and similar charges that were paid by Customer and refundable). The refund will not include the shipping fees associated with the purchase of the Product. RingCentral will provide the refund to Customer. The amount of the refund will be dependent on the condition of the returned Product, such condition determined solely by WGI. If the Product is, in WGI’s sole discretion, in such a condition that it cannot be resold, no refund will be provided. Customer shall contact RingCentral to arrange for any such return. All returns under this Section 4 are subject to a processing fee (which includes shipping charges to return the Product) (a “Return Processing Fee”) of twenty-five US dollars (US$25.00), thirty Canadian dollars ($30.00), fifteen British pounds (£15.00), or eighteen Euros (€18.00), that shall be charged to Customer by RingCentral, on behalf of WGI. The Return Processing Fee will be assessed on each returned Product and will be collected at the time of processing Customer’s return request.
- a. The price of Products on the Contract Date shall be the quoted price. All prices and charges are exclusive of the cost of shipping, delivery and insurance, if any, as well as applicable value added tax (VAT), sales, use, consumption, privilege, gross sales tax (GST), and other taxes (other than taxes based upon WGI’s net income), duties or customs fees for which the Customer shall be additionally liable for paying to WGI. WGI shall, upon request, quote the additional costs of such items to Customer. In addition, prices exclude any copyright levies, waste and environment fees and similar charges that WGI by law or statute may charge or collect upon in accordance with such laws or statutes.
- b. Customer will be responsible for any sales, uses, excise, value added, services, consumption, and other taxes and duties payable by Customer on any Products purchased by Customer where the tax is imposed on Customer’s acquisition or use of such Products and the amount of tax is measured by Customer’s costs in acquiring such goods or services. Customer shall make all payments of any such taxes to WGI without reduction for any withholding taxes, which shall be Customer’s sole responsibility. All taxes shall be paid by Customer to WGI unless Customer provides WGI with a valid certificate of exemption acceptable to the appropriate taxing authority.
- a. Customer shall pay the purchase price, without any deduction or set-off, within thirty (30) days from the date of the invoice which shall be issued to Customer on the date that Products are shipped. Invoices shall be issued by RingCentral to Customer, on behalf of WGI. Customer shall make payment to RingCentral (which shall collect such amounts on WGI’s behalf) in the currency indicated on the invoice.
- b. All express deliveries may be subject to additional shipping charges regardless of invoice value.
- c. If (i) Customer fails to make any payment under any Contract when due; (ii) Customer is a body corporate and any resolution or petition to wind up Customer’s business (other than for the purpose of amalgamation or reconstruction) is passed or presented; or (iii) Customer is an individual or a partnership, and any grounds arise for the application for a bankruptcy order made under applicable bankruptcy and/or insolvency laws (an “Act of Bankruptcy”), then, without prejudice to any other right or remedy available to WGI, the full price of all Products delivered to Customer under any Contract, but not paid, shall become immediately due (notwithstanding any previously agreed credit terms) and WGI may take any or all of the following courses of action:
- i. by notice, suspend or terminate any Contract or any part thereof, without liability, stop any Products in transit and, at its discretion, subject to Section 8, enter Customer’s premises to recover Products for which payment has not been made in full;
- ii. charge Customer interest, both pre- and post judgment, on any unpaid amount past due, at the rate of 2.5% per month, or the maximum rate allowed by law, until full payment is made. For clarity, a part of a month shall be treated as a full month for the purpose of calculating interest;
- iii. set-off any amounts due against any credit note, balance or other liability issued by WGI to Customer;
- iv. appropriate any payment made by Customer for such Products (including Products supplied under any other contract between Customer and WGI or any WGI branch or subsidiary) as WGI may deem fit (notwithstanding any purported appropriation by Customer); and/or
- v. alter Customer’s payment terms, which may include withdrawing or altering any credit limit previously granted, requiring prepayment, and demanding adequate assurance of due performance by Customer through the provision of a bank guarantee.
- a. Any dates quoted for delivery of the Products are approximate only and WGI shall not be liable for any delay in delivery of the Products however caused. Any Products may be delivered by WGI in advance of the quoted delivery date upon giving reasonable notice to Customer.
- b. Delivery of the Products shall be coordinated by WGI to the location identified in the Purchase Order and shipped DAP or DAT (IncoTerms 2010) or such lesser IncoTerm as defined in the Purchase Order. In addition, if WGI has a legal entity in the destination country that is capable and authorized to act as an importer of record, WGI shall arrange for delivery DDP. Customer remains responsible for all charges as described in Section 5(a).
- c. Claims for non-delivery of Products must be made in writing to WGI within five (5) working days from (i) the date of invoice, or (ii) receipt of partial delivered of the Products, if any. Customer agrees to notify WGI promptly in the event Customer receives the invoice prior to receipt of the Products.
- d. Customer agrees to accept partial delivery of Products ordered unless otherwise mutually agreed by the parties in writing. Where the parties agree in writing that a shipment must be sent complete, Customer agrees to accept allocations of Product in the event of shortage by Supplier. Where the Products are delivered in installments, each delivery shall constitute a separate Contract. Failure by WGI to deliver any one or more of the installments in accordance with these Conditions or any claim by Customer in respect of any one or more installments shall not entitle Customer to treat a Contract as repudiated or to cancel any other installment.
- e. If Customer fails to take delivery of the Products or fails to give WGI adequate delivery instructions in its Purchase Order, then, without prejudice to any other right or remedy available, WGI may: (i) store the Products until actual delivery and charge Customer for the reasonable costs thereof, including insurance costs; or (ii) terminate the Contract forthwith and sell the Products.
- f. Customer shall bear any and all costs (including original and return carriage costs) associated with any unjustified refusal of delivery of Products ordered pursuant to a Contract.
8. Title & Risk.
- a. Risk of loss or damage to the Products shall pass to Customer on shipment. Customer shall insure the Products for their invoice value in accordance with the chosen Incoterm. Notwithstanding delivery and the passing of risk in the Products, Customer agrees that title to the Products shall not pass to Customer until payment of the price of the Products by Customer, and all other sums which are then currently outstanding to WGI by Customer. In the event of return of Product under Section 4, title to the returned Product shall revert to WGI upon receipt of the returned Product.
- b. Customer’s right to possess any Products, for which payment has not made shall immediately cease (i) after the appointment of a receiver to its property; (ii) after it has been placed in liquidation or administration; (iii) when and if Customer makes an arrangement for the benefit of creditors generally, suffers or permits the appointment of an administrator, administrative receiver or receiver for its business or assets, or avails itself or becomes subject to any proceeding under any applicable bankruptcy laws; (iv) if Customer is unable to pay its debts within the meaning of applicable bankruptcy and insolvency laws; (v) if Customer, not being a company, has become bankrupt; or (vi) if Customer otherwise ceases to trade or threatens to cease to trade.
9. Damage & Loss in Transit.
- a. WGI shall not be liable in respect of error in delivery, loss, damage or destruction to any Products during transportation of the Products to Customer unless notice thereof is advised to WGI by telephone immediately on receipt of the Products and confirmed in writing within five (5) working days and WGI has agreed to deliver the affected Products to Customer in accordance with Section 6(b). Customer shall concurrently notify the carrier in writing of any such error, loss or damage and shall, in all cases, where possible, enter a note of the same upon the carrier’s bill of lading or other delivery receipt. If by reason of Customer’s failure to give any such notice as provided above WGI is unable to make recovery from the carriers in respect of the error, loss or damage complained of, then Customer shall be liable to pay for Products as though no such error, loss or damage occurred. No liability for Product shortages will be accepted by WGI unless such shortage is noted on the bill of lading or other delivery receipt.
- b. Subject to the foregoing, any Products which WGI has agreed to deliver to Customer in accordance with Section 6(b) that are delivered in error or lost, damaged or destroyed during transportation will be replaced or rectified by WGI, as originally ordered or, if rectification or replacement is not practicable, WGI will issue a credit to Customer equal to any payments received by WGI for such Products. WGI shall not be liable for any loss, damage or expense whatsoever and howsoever arising from any error, loss, damage or defect except as set forth herein.
- c. Any error, loss, damage or destruction of Product discovered by Customer in delivery shall not entitle Customer to rescind the remainder of a Contract.
10. Publications & Specifications.
Any and all specifications, descriptions, photographs, measurements, capacities or illustrations contained in any catalogues, price lists, brochures, leaflets, proposals, advertising matter, publications of WGI or a Supplier are intended to be illustrative and approximate only and shall not form part of a Contract or constitute a representation, warranty or condition regarding any Products unless specifically agreed by written agreement between the Customer and WGI. No employee or agent of WGI (or any entity acting on WGI’s behalf) has any authority to make any representation regarding the Products. Customer acknowledges that it has not been induced to accept these Conditions by any representations or statement, oral or written, not expressly contained herein.
- a. Customer understands that WGI is not the Supplier of the Products. Accordingly, all Products are sold subject to the express warranty terms, if any, specified by the original Supplier of the Products. Any software supplied to Customer pursuant to a Contract is supplied subject to the provisions of the Supplier’s licensing terms. WGI will pass through to Customer all warranties that WGI is expressly authorized by the original Supplier to pass through to Customer.
- b. WGI represents and warrants that title to all Products shall be free from all security interests, liens, and encumbrances at the time of delivery to Customer. The foregoing shall not be construed, and WGI does not provide, any warranty against infringement of a third-party intellectual property right. Any warranties, conditions or other terms implied by common law or statute or otherwise in connection with these Conditions (except to title, in the case of Products) are hereby expressly excluded to the fullest extent permitted by law, save for fraudulent misrepresentation.
12. Warranty Assistance.
- a. For all Returned Products (whether pursuant to a Warranty Claim or otherwise) RingCentral will, on the Customer’s behalf, initiate an RMA request with WGI. Following an RMA request, RingCentral shall issue an RMA number and issue a shipping label to Customer via electronic exchange (an “RMA”).
- b. Customer shall immediately notify RingCentral if any Products supplied to Customer prove to be defective in quality or condition within the Supplier’s warranty period (the “Claim”). Upon receipt of notification of such Claim, WGI shall notify Customer whether, as a matter of Supplier policy, the Claim must be handled directly with the Supplier or indirectly through WGI. In the event the Claim must be handled directly between Customer and Supplier, WGI shall provide contact information to enable Customer to contact Supplier. In the event the Claim will be handled by WGI, then WGI shall provide Customer with a return material authorization (“RMA”) for Customer to return the Products to WGI, and Customer shall return such Products to WGI in accordance with these Conditions and WGI’s then current RMA policy (which shall be made available to Customer upon request).
- c. No Products may be returned to WGI without a valid RMA number displayed on the Products packaging. Any Products returned without a valid RMA number displayed on the Products packaging will be refused or returned. WGI shall not be obligated to ship replacement Products to Customer until WGI is in receipt of the original Products being returned. Notwithstanding the foregoing, upon receipt of notification of any warranty claim within the first ninety (90) days after receipt of the Product by Customer, WGI shall process such warranty claim per Supplier procedures and ensure the shipment of a replacement Product to Customer. Replacement Product may be new or used. After the first ninety (90) days from receipt of the Product by Customer, and unless otherwise directed by WGI, the Customer must contact the Supplier directly for any warranty repair or replacement services.
- d. During the first ninety (90) days after Customer’s receipt of the Product, WGI is responsible for all shipping fees associated with a warranty claim (including, without limitation, both return of the defective Product and shipment of the replacement Product). Customer shall be responsible for any such shipping costs for warranty claims made after such initial ninety (90) day period.
- e. Customer agrees that WGI’s sole liability to Customer regarding any Product defect claims is limited to the administration of such claims with the Supplier, and as set forth herein. After the first ninety (90) days from Customer’s receipt of Product, WGI’s liability to Customer regarding any Product defect claims is limited to and is expressly contingent upon WGI’s ability to obtain a refund, credit or replacement Products from the Supplier. WGI has no obligation to accept a return of Products where the Customer fails to comply with Supplier’s policy on Product returns.
- f. WGI shall not be liable or responsible for administering any defect or other claim which arises from normal wear and tear, misuse, negligence, accident, abuse, use not in accordance with Supplier’s Product documentation, modification or alteration not authorised by Supplier, or use in conjunction with a third party product. WGI reserves the right to determine whether any Products are defective.
13. Warranty Returns.
- a. Any Products returned pursuant to an RMA issued by WGI must be shipped to WGI within seven (7) working days of the date of such RMA. For all returned Products (whether pursuant to a warranty claim or Section 4 herein), Customer will request RingCentral to initiate an RMA request with WGI on Customer’s behalf. Following an RMA request, WGI shall issue an RMA number and issue a shipping label to RingCentral via electronic exchange.
- b. Customer irrevocably authorizes WGI to carry out any necessary tasks related to the repair or replacement of Products on behalf of Customer under these Conditions.
- c. Unless WGI collects Products using its own carrier, Customer agrees that WGI shall not be liable for any loss or damage to Products returned to WGI.
14. Limitation of Liability.
- a. WGI’S LIABILITY FOR ANY DIRECT LOSS OR DAMAGE ARISING OUT THESE CONDITIONS AND ANY CONTRACT SHALL BE LIMITED TO, AND SHALL UNDER NO CIRCUMSTANCES EXCEED THE PRICE PAID BY CUSTOMER FOR THE PRODUCTS GIVING RISE TO THE CLAIM (EXCLUDING VAT). WGI SHALL HAVE NO LIABILITY UNDER THESE CONDITIONS OR ANY CONTRACT IF WGI HAS NOT RECEIVED PAYMENT OF THE TOTAL INVOICE PRICE OF THE PRODUCTS GIVING RISE TO THE CLAIM.
- b. EXCEPT AS EXPRESSLY PROVIDED IN THESE CONDITIONS, WGI AND ITS SUPPLIERS SHALL NOT BE LIABLE TO CUSTOMER FOR ANY FINANCIAL, CONSEQUENTIAL OR OTHER LOSS OR DAMAGE CAUSED TO CUSTOMER BY REASON OF ANY REPRESENTATION, WARRANTY (EITHER EXPRESS OR IMPLIED), CONDITION OR OTHER TERM, OR ANY DUTY AT COMMON LAW; OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, RECORDS OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, DAMAGE TO REPUTATION OR GOODWILL, OR ANY MATTER BEYOND ITS REASONABLE CONTROL) OR FOR ANY OTHER CLAIMS FOR COMPENSATION HOWEVER CAUSED (WHETHER CAUSED BY THE NEGLIGENCE OF WGI, ITS EMPLOYEES, AGENTS, SUPPLIERS OR OTHERWISE) WHICH ARISE OUT OF OR IN CONNECTION WITH THESE CONDITIONS OR A CONTRACT HEREUNDER, EVEN IF WGI OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, LIABILITY OR DAMAGES.
- c. Nothing contained herein shall be construed as excluding or limiting WGI’s liability for (i) death or personal injury caused by WGI’s negligence; (ii)breach of implied title to Products; (iii) the supply of defective products under the Consumer Protection Act 1987 (the “Act”), to the extent such Act applies to the applicable Products and the extent such liability cannot be excluded, limited or qualified; (iv) fraud or fraudulent misrepresentation; or (v) any matter in respect of which it would be unlawful for WGI to exclude or restrict liability.
- d. RingCentral is not a party to these Conditions and is not bound to or liable for any obligations under these Conditions. In no case shall RingCentral be liable under these Conditions to Customer or in connection with the sale of Products under these Conditions. Customer acknowledges and agrees that RingCentral acts as an agent for WGI in the sale of Products under these Conditions.
15. Intellectual Property Rights.
- a. Customer acknowledges that the Products are (i) the intellectual property of the Suppliers; and (ii) to the extent any logos, copyrights, trademarks, or similar intellectual of RingCentral or its partners are affixed to Products, such logos, copyrights, trademarks and similar intellectual property are the property of RingCentral or its partners, as applicable. Nothing contained herein shall be deemed to grant any right or title to such intellectual property to Customer. Customer further agrees not to translate, reverse compile or disassemble any software. Customer will not remove, alter or destroy any form of copyright notice, proprietary markings, serial numbers, or confidential legends placed upon or contained within any Products.
- b. Customer understands and agrees that WGI will not and has no duty to indemnify, defend or hold Customer or a third party harmless from or against any claims, losses, liabilities, damages, costs and expenses, judgments or settlement amounts arising out of or in connection with the actual or alleged infringement of a third party’s intellectual property rights, except and only to the extent that a Supplier has expressly agreed to offer such indemnification and defence to Customer on a pass through basis. In addition, WGI will pass through to Customer all indemnities made available by Supplier that Supplier has expressly authorized WGI to pass through to Customer.
- c. Nothing contained herein shall be construed as authorizing or granting to Customer any right or license to use any logo, trademark or trade name of WGI, any Supplier, or RingCentral, any license of which shall be subject to separate agreement including any then current policies of WGI, its Suppliers, or RingCentral, as appropriate.
16. Force Majeure.
- a. Neither party shall be liable to the other party or be deemed in breach of these Conditions or any Contract by reason of delay or failure to perform if such delay or failure to perform was caused by Force Majeure.
- b. In the event of a Force Majeure event: (i) the party claiming Force Majeure shall, as soon as commercially practicable, notify the other party of such Force Majeure event provided the notifying party shall incur no liability for its failure to give such notice; (ii) the notifying party’s duty to perform shall be suspended for the duration of the Force Majeure event; and (iii) the time of performance for the party impacted by the Force Majeure event shall be extended by a period equal to the duration of said Force Majeure event.
- c. In the event a Force Majeure event should continue for more than ninety (90) days, either party may, by written notice to the other, cancel a Contract insofar as Products remain undelivered under said Contract. Upon such cancellation, WGI shall have no obligation to deliver and Customer will have no obligation to accept delivery of or pay for the undelivered Products, but the Contract shall remain in full force and effect regarding all Products delivered prior to the date of cancellation.
17. Compliance with Laws; Export.
- a. Customer acknowledges that the Products and any technical data related thereto is licensed or sold subject to and controlled by the export laws of (i) the United States (“US”) including its Export Administration Regulations, (ii) the European Union (“EU”) and countries within the European Free Trade Area (“EFTA”), (iii) Canada, and (iv) any other government with jurisdiction (collectively the “Export Control Laws”) and Customer hereby agrees not to export, re-export or otherwise distribute Products, or direct products thereof, in violation of any Export Control Laws. Customer acknowledges that the US government and/or the member states of the EU and EFTA and/or Canada, or another country’s government, may require licensing or other authorisation prior to export.
- b. Customer warrants that it will not export or re-export any Products with knowledge that they will be used in the design, development, production, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities, unless Customer has obtained prior written approval from the appropriate department of the US Government or any other government with jurisdiction. Customer further warrants that it will not export or re-export, directly or indirectly, any Products to embargoed countries or sell Products to prohibited companies or individuals, as defined by applicable Export Control Laws.
- c. It is Customer’s sole and exclusive responsibility to obtain any and all appropriate approvals from the applicable government entities, which may include the US government and/or member states of the EU and EFTA and/or Canada or any other government with jurisdiction, prior to exporting such Products, or any technical data related thereto, from the United Kingdom. WGI shall not be responsible for any costs, liabilities or damages resulting from Customer’s failure to obtain any such required authorisation. Customer understands that the Export Control Laws may change from time to time. It is Customer’s sole and exclusive responsibility to obtain guidance of counsel or other appropriate channels to ensure its compliance with these laws.
- d. Customer and WGI warrant they will not take any action or permit or authorize any action which will render the other party liable for a violation of any applicable anti-corruption and anti-bribery laws and (a) will not violate or cause the other party to violate such laws in connection with the sale and distribution of the Products; and (b) will notify the other party in writing if any of its owners, partners, principals, directors or officers are or become officials, officers or representatives of any government or political party or candidate for political office.
- e. Customer shall comply with all applicable laws pertaining to hazardous substances, and electric or electronic waste, which may include, but is not limited to, EU Directives 2002/95/EC (Restriction on Hazardous Substances) and 2002/96/EC dated January 27, 2003 (Waste Electrical and Electronic Equipment) (“WEEE”) generally and as instated within each country into which Products are imported, exported or otherwise distributed by Customer, such obligation which shall include registering as a “producer” under applicable WEEE legislation.
- f. Customer shall indemnify, defend and hold WGI harmless from any violation or alleged violation by Customer of the terms of this Clause. Upon WGI’s request, Customer agrees to confirm, in writing, its compliance with applicable Export Control Laws and the Act.
18. Additional Terms of Sale
- a. Notwithstanding anything to the contrary herein, WGI and its Suppliers reserve the right to make any changes in the specifications of the Products, without notice to Customer, which are required in order to conform to any statutory or other legal requirements or which do not materially affect the performance of the relevant Products.
- b. Any Products which are subject to guidelines, restrictions or provisions imposed by a Supplier are sold, supplied and delivered to Customer subject to any such guidelines, restrictions or provisions, which will be provided to Customer upon request.
19. Choice of Law & Venue.
- a. These Conditions and any Purchase Order placed under them shall be governed by the laws and exclusive jurisdiction as set forth in the countries defined below, dependent on the location where WGI or its subsidiary receives the Purchase Order:
- 1. Australia and New Zealand – the laws and jurisdiction of the Territory of New South Wales
- 2. North America and South America – the laws and jurisdiction of the State of New York without regard to its conflicts of law principles. The parties agree that the state and federal courts located in New York City, New York, shall have sole and exclusive jurisdiction and venue over any matter arising out of these Conditions and each party hereby submits itself and its property to the venue and jurisdiction of such courts. Each party irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in such court, including any claim that such proceeding has been brought in an inappropriate or inconvenient forum.
- 3. The European Union, Turkey, the UAE and Switzerland – the laws and jurisdiction of England and Wales
- 4. Malaysia, Singapore, Indonesia – the laws and jurisdiction of Singapore
- 5. Republic of South Africa – the laws and jurisdiction of South Africa
- b. The UN Convention on Contracts for the International Sale of Goods does not apply.
- c. Each party waives any right it may have to claim that the chosen jurisdiction under these Conditions is not a convenient forum and expressly waives any right to a jury trial regarding disputes related to these Conditions.
- a. Assignment. Customer may not transfer or assign these Conditions to a third party by operation of law or otherwise without the prior written consent of WGI. WGI may assign any Purchase Order, in whole or in part, and any of its rights or obligations under these Conditions (1) as it relates to a particular WGI subsidiary outside the US without the consent of the Customer or (2) to RingCentral, Inc. or any of its affiliates.
- b. Waiver. Failure by either party to enforce any provision of these Conditions or a Contract shall not be deemed a waiver of the right to thereafter enforce that or any other provision of these Conditions or a Contract.
- c. Severability. In the event that any provision of these Conditions is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of these Conditions will remain in full force and effect.
- d. Notices. All notices shall be in writing and shall be sufficiently given if delivered personally or by a reputable overnight carrier with proof of delivery or mailed by registered mail to Customer at the address provided by Customer during the registration or ordering process on the Website, and to Westcon Group, Inc. at 520 White Plains Road, Tarrytown, NY 10591, Attention: Legal Department or to such other address or addressee as either party may, from time to time, specify by notice in accordance with this Clause. Notices shall be deemed given upon receipt by the addressee.
- e. The Customer has requested these terms be drawn up in English. Le client a exigé que les présentes Conditions Générales soient rédigées en anglais.
21. Entire Agreement.
These Conditions constitute the entire agreement between the parties as to the subject matter hereof and supersedes and cancels any and all of Customer’s terms and conditions, or other written or oral agreements previously existing between the parties and/or their affiliates with respect to such subject matter. Customer acknowledges that it is not entering these Conditions on the basis of any representations not expressly contained herein. Every Contract between WGI and the Customer or any of its subsidiaries shall be subject to these Conditions, unless Customer and WGI have signed a separate agreement regarding the subject matter herein, in which case the separate agreement will govern. Customer shall be deemed to have accepted these Conditions by the earlier of: (i) indicating acceptance to these Conditions through the Website, (ii) submitting a Purchase Order through the Website, or (iii) accepting Products from WGI.