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HP Base terms |
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PLEASE READ CAREFULLY: UNLESS THE CUSTOMER HAS ANOTHER VALID AGREEMENT WITH HP OR ITS SUPPLIERS WHICH TERMS APPLY TO THE SPECIFIC PRODUCT (INCLUDING SOFTWARE) OR SERVICE PURCHASED OR LICENSED FROM AN HP ELECTRONIC STORE OR WEB SITE, OR UNLESS OTHER HP TERMS OR ADDITIONAL HP TERMS ARE SPECIFIED ON ANY HP ELECTRONIC STORE OR WEB SITE FOR A SPECIFIC PRODUCT, THE FOLLOWING HP TERMS AND CONDITIONS OF ONLINE SALES AND SERVICE (TERMS) (WITH ANY ADDITIONAL HP TERMS IF SO SPECIFIED) WILL APPLY AND GOVERN ALL HP SALES AND LICENSES OF HP PRODUCTS AND SERVICES.
BY USING, DOWNLOADING, INSTALLING, COPYING, OR ACCESSING THE PRODUCT, OR BY CHOOSING THE “I ACCEPT” OPTION LOCATED ON OR ADJACENT TO THE SCREEN WHERE THIS AGREEMENT MAY BE DISPLAYED, YOU AGREE TO THE TERMS BELOW. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, AND DELIVERY OF THE PRODUCT OR SERVICE IS EFFECTED, DO NOT USE, DOWNLOAD, INSTALL, COPY, OR ACCESS THE PRODUCT OR SERVICE, AND PROMPTLY RETURN THE PRODUCT WITH PROOF OF PURCHASE TO THE PARTY FROM WHOM YOU ACQUIRED IT AND OBTAIN A REFUND OF THE AMOUNT YOU PAID, IF ANY. IF YOU DOWNLOADED ANY SOFTWARE, CONTACT THE PARTY FROM WHOM YOU ACQUIRED IT.
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DEFINITIONS
a) "Delivery" means standard HP shipping to and arrival at the "Ship To" address in the country where your order is placed, unless otherwise indicated on the order form.
b) "Products" means hardware, Software, documentation, accessories, supplies, parts and upgrades that are determined by HP to be available from HP upon receipt of your order.
c) "Software" means one or more programs capable of operating on a controller, processor or other hardware Product ("Device"). Software is either a separate Product, included with another Product ("Bundled Software"), or fixed in a Device and not removable in normal operation ("Firmware").
d) "Specifications" means specific technical information about HP Products which is published in HP Product manuals and technical data sheets in effect on the date HP ships your order.
e) "Support" means hardware maintenance and repair; Software updates and maintenance; training; and other standard support services provided by HP.
PRICES
a) Prices are inclusive of GST and exclude Delivery charges unless otherwise indicated on the order form and are valid for the period indicated, subject to paragraph b). The final price will be fixed at the time HP sends its acknowledgment of your order. You must notify HP promptly of any errors or omissions of any kind in payment terms, including price, contained in HP's acknowledgment.
b) HP reserves the right to correct the price at any time prior to Delivery where there has been a typographical or other error in the price. HP shall notify you of the corrected price. You may choose to pay the corrected price, however if you do not choose to pay the corrected price, then HP shall have the right to cancel your order without further obligation to you.
ORDERS
a) All orders are subject to acceptance by HP as evidenced by HP's acknowledgment.
b) You will specify Ship To addresses within the country where the order is placed, unless otherwise agreed.
c) If your order is for Products, Software or Support which is obsolete, old or out of stock, HP will notify you and offer the option of a substitute good (which may be a different price) or cancellation of your order. If you choose to take the substitute good, your order will be amended a new acknowledgement sent by HP.
DELIVERY
a)
HP will make reasonable efforts to ship your order within the delivery times stipulated in the order acknowledgement. If HP is unable to meet this deadline it will notify you of any expected delay and offer the option of a substitute good (which may be a different price) or a refund of the payment made. If you choose to take the substitute good, your order will be amended and a new acknowledgement sent by HP.
b) HP will not make deliveries to schools, hotels, motels and restaurants except to offices of these establishments. HP will also not make deliveries to PO boxes, pavements and streets. HP reserves the right to ask for information required to authenticate the identity of the purchaser including name, address and credit card number prior to handover of the goods ordered.
SHIPMENT AND RISK OF LOSS
HP will ship according to HP's standard commercial practice, and risk of loss and damage will pass to you at Ship To address. If special packing or shipping instructions are agreed, including shipment by overnight delivery service, charges will be billed to you, and risk of loss and damage will pass to you on delivery to carrier.
INSTALLATION AND ACCEPTANCE
a) Product installation information, if applicable, is available with Products or upon request. Unless specifically mentioned HP will NOT provide installation for Products purchased.
b) For Products with installation included in the purchase price, acceptance by you occurs upon completion of installation by HP, which means when the Product passes HP's installation and test procedures. If you schedule or delay installation by HP more than 30 days after Delivery, your acceptance of the Product(s) will occur on the 31st day after Delivery. For Products without installation included in the purchase price, acceptance by you occurs upon Delivery. HP recommends that customers retain packaging for at least 15 days after acceptance or Delivery.
CANCELLATIONS, RETURNS AND REFUNDS
In addition to the mandatory statutory rights available to customers under applicable consumer laws, HP will issue a customer a refund if the following circumstances apply:
a) the order is cancelled prior to Shipment of the Product. “Shipment” is defined as the time the Product is ready to be loaded on any mode of transport HP chooses for the purposes of Delivery, or for on-site Support services, the time that the HP Customer Service Representative is ready to depart for the site at which the Support services are to be carried out; or
b) the Product is returned within 30 days of purchase without being opened. Collection charges apply. These charges vary depending on the date and place of collection. HP may deduct collection charges from the amount to be refunded.
If a product is faulty, we would prefer to attempt to repair it to the customer’s satisfaction rather than issuing a refund, provided that is acceptable to the customer.
PAYMENT
a) Payment must be made in the manner prescribed on the order form. Any credit terms are subject to HP approval.
b) HP may discontinue performance if you fail to pay any sum due, or fail to perform under this or any other HP agreement if, after 10 days written notice, the failure has not been cured.
c) Title to hardware Products will pass upon the later of full payment or Delivery of Products.
SUPPORT
a) You may order Support from HP's then current Support offering. Some Support (and related Products) may not be available in all countries. Orders for Support are subject to the terms of the offering in effect on the date of order.Some Support (and related Products) may not be available in all countries.
b) To be eligible for Support, Products must be at current specified revision levels and, in HP's reasonable opinion, in good operating condition.
c) HP may, at no additional charge, modify Products to improve operation, supportability and reliability, or to meet legal requirements.
d) Relocation of Products is your responsibility. Relocation may result in additional Support charges and modified service response times. Support of Products moved to another country is subject to availability.
e) HP does not provide Support for products not supplied by HP or approved by HP in writing, or for Products which you do not allow HP to modify. You are responsible for removing such products to allow HP to perform Support services. If Support services are made more difficult because of such a product, HP will charge you for the extra work at HP's standard rates.
f) Support may use remanufactured parts which are equivalent to new in performance. Replaced parts become the property of HP.
g) Support does not cover any damage or failure caused by:
1) use of non-HP media, supplies and other products; or
2) site conditions that do not conform to HP's site specifications; or
3) neglect, improper use, fire or water damage, electrical disturbances, transportation by you, work or modification by people other than HP employees or subcontractors, or other causes beyond HP's control; or
4) inability of any non-HP products in your environment to correctly process, provide or receive date data (i.e., representations for months, day, and year), and to properly exchange date data with the Products supplied by HP.
h) HP materials (including diagnostic software, hardware and software tools and associated documentation) provided and/or used by HP in providing Support remain the exclusive property of HP. You may use such materials only for activities related to, and only during the term of, HP’s provision of Support. Upon termination or expiration of Support, you will either (at HP’s option) return to HP or destroy such materials.
i) You are responsible for maintaining a procedure external to the Products to reconstruct lost or altered files, data or programs. You will have a representative present when HP provides Support services at your site. You are responsible for preparing and maintaining a safe and suitable site in accordance with HP’s site specifications. You will notify HP if Products are being used in an environment which poses a potential health hazard to HP employees or subcontractors; if this is the case, HP may require you to move such Products into or maintain them in a safe environment in order for HP to carry out the Support services. HP may not provide Support if HP reasonably believes that conditions at the site represent a safety or health risk.
j) You may delete Products under Support or cancel Support orders upon 30 days written notice. Upon 60 days written notice, HP may cancel Support orders or delete Products no longer included in HP's Support offering.
WARRANTY
a) Product warranty period and additional information is available on this web site, with Products, or upon request. You may purchase additional warranty coverage or may receive a different warranty when the Product is purchased as part of a system. HP reserves the right to change the warranty. Such changes will affect only new orders. The warranty period begins on the date of Delivery, or the date of installation if installed by HP. If you schedule or delay installation by HP more than 30 days after Delivery, warranty begins on the 31st day after Delivery. When contacting HP for warranty purposes, HP reserves the right to ask for information pertaining to ascertaining validity of purchase including name, address and serial number of product purchased.
b) HP warrants HP hardware Products against defects in materials and workmanship. These warranties do not include periodic recalibration (recommended for some HP Products), unless specifically covered in the warranty terms for such Products.
c) HP warrants that Software will not fail to execute its programming instructions due to defects in materials and workmanship when properly installed and used on the Device designated by HP. HP does not warrant that Software will operate in hardware and software combinations selected by you, or meet requirements specified by you.
d) HP does not warrant that the operation of Products will be uninterrupted or error free.
e) Subject to applicable consumer laws, if HP receives notice of defects in hardware or Software during the warranty period, HP will, at its option, repair (and recalibrate only as necessitated by repairs), or replace the affected Products. If HP is unable, within a reasonable time, to repair, replace or correct a defect in a Product to a condition as warranted, you will be entitled to a refund of the purchase price upon prompt return of the Product to HP. HP will pay expenses for shipment of repaired or replacement Products, except for Products returned to you in another country.
f) HP warrants that HP Support will be provided in a professional and workmanlike manner. Subject to applicable consumer laws, HP will replace, at no charge, parts which are defective and returned to HP within 90 days of Delivery.
g) Some newly manufactured HP Products may contain, and HP Support may use, remanufactured parts which are equivalent to new in performance.
h) The above warranties do not apply to defects resulting from improper or inadequate maintenance or calibration by you; your or third party supplied software, interfacing or supplies; unauthorized modification; improper use or operation outside of the Specifications for the Product; abuse, negligence, accident, loss or damage in transit; improper site preparation; or unauthorized maintenance or repair.
i) TO THE EXTENT PERMITTED BY APPLICABLE CONSUMER LAWS, THE REMEDIES IN THESE HP TERMS AND CONDITIONS OF ONLINE SALES AND SERVICE ARE YOUR SOLE AND EXCLUSIVE REMEDIES. EXCEPT TO THE EXTENT PERMITTED, BY THOSE LAWS, THE WARRANTY TERMS CONTAINED IN THIS STATEMENT DO NOT EXCLUDE, RESTRICT OR MODIFY AND ARE IN ADDITION TO THE MANDATORY STATUTORY RIGHTS APPLICABLE TO THE SALE OF THIS PRODUCT TO YOU.
LICENSES
a) License Grant. HP grants you a license to Use one copy of the Software. "Use" means storing, loading, installing, executing or displaying the Software. You may not modify the Software or disable any licensing or control features of the Software. If the Software is licensed for "concurrent use", you may not allow more than the maximum number of authorized users to Use the Software concurrently.
b) Ownership. The Software is owned and copyrighted by HP or its third party suppliers. Your license confers no title to, or ownership in, the Software and is not a sale of any rights in the Software. HP's third party suppliers may protect their rights in the event of any violation of these License Terms.
c) Copies and Adaptations. You may only make copies or adaptations of the Software for archival purposes or when copying or adaptation is an essential step in the authorized Use of the Software. You must reproduce all copyright notices in the original Software on all authorized copies or adaptations. You may not copy the Software onto any public network.
d) No Disassembly or Decryption. You may not disassemble or decompile the Software unless HP's prior written consent is obtained. In some jurisdictions, HP's consent may not be required for limited disassembly or decompilation. Upon request, you will provide HP with reasonably detailed information regarding any disassembly or decompilation. You may not decrypt the Software unless decryption is a necessary part of the operation of the Software.
e) Transfer. Your license will automatically terminate upon any transfer of the Software. Upon transfer, you must deliver the Software, including any copies and related documentation to the transferee. The transferee must accept these License Terms as a condition to the transfer.
f) Termination. HP may terminate your license upon notice for failure to comply with any of these License Terms. Upon termination, you must immediately destroy the Software, together with all copies, adaptations and merged portions in any form.
g) Export Requirements. You may not export or re-export the Software or any copy or adaptation in violation of any applicable laws or regulations.
LIMITATION OF LIABILITY AND REMEDIES
a) Products are not specifically designed, manufactured or intended for sale as parts, components or assemblies for the planning, construction, maintenance, or direct operation of a nuclear facility. You are solely liable if Products or Support purchased by you are used for these applications. You will indemnify and hold HP harmless from all loss, damage, expense or liability in connection with such use.
b) To the extent permitted by applicable law, and to the extent HP is held legally liable to you, whether in contract, tort, statute or otherwise, HP's liability is limited to:
1) damages for bodily injury;
2) direct damages to tangible property up to a limit of U.S.$1,000,000;
3) other direct damages for any claim based on a material breach of Support services, up to a maximum of 12 months of the related Support charges paid by you during the period of material breach; and
4) other direct damages for any claims based on a material breach of any other term of these HP Terms and Conditions of Online Sale and Service, up to a limit of U.S.$1,000,000 or the amount paid to HP for the associated Product, whichever is less.
c) To the extent permitted by applicable law, and notwithstanding Section 12-b) above, in no event will HP or its affiliates, subcontractors or suppliers be liable for any of the following:
1) actual loss or direct damage that is not listed in 12-b) above;
2) damages for loss of data, or software restoration;
3) damages relating to your procurement of substitute products or services
(i.e., "cost of cover"); or
4) incidental, special or consequential damages (including downtime costs or lost profits
but excluding damages for bodily injury).
d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE REMEDIES IN THESE HP TERMS AND CONDITIONS OF ONLINE SALE AND SERVICE ARE YOUR SOLE AND EXCLUSIVE REMEDIES.
GENERAL
a) Transactions may be conducted through Secure Sockets Layer (“SSL”) or other electronic methods, as agreed.
b) HP will not be liable for performance delays or for non-performance due to causes beyond its reasonable control.
c) If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is the subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, the other party may cancel any unfulfilled obligations.
d) You may not assign any rights or obligations hereunder without the prior written consent of HP.
e) Export and Import. By accepting this agreement you confirm that you are not located in (or a national resident of) any country under U.S. Economic embargo or sanction, not identified on any U.S. Department of Commerce Denied Persons List, Entity List of proliferation concern, on the US State Department Debarred Parties List or Treasury Department Designated Nationals exclusion list, and not directly or indirectly involved in the financing, commission or support of terrorist activities or in the development or production of nuclear, chemical, biological weapons or in missile technology programs as specified in the U.S. Export Administration Regulations (15 CRF 744) and hardware, software, technology, or services may not be exported, re-exported, transferred or downloaded to any such entity.
f) Disputes arising in connection with these HP Terms and Conditions of Online Sale and Service will be governed by the laws of Victoria, Australia.
g) Provisions herein which by their nature extend beyond the termination of any sale or license of Products or Support will remain in effect until fulfilled.
h) These HP Terms and Conditions of Online Sale and Service and any additional terms referred to within these Terms and Conditions and electronically linked thereto constitute the entire agreement between HP and you, and supersede any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder. Your additional or different terms and conditions will not apply. Your purchase or license of Products, Software and Support will constitute your acceptance of these HP Terms and Conditions of Online Sale and Service, which may not be changed except by an amendment signed by the parties.
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