PRODUCT ATTACHMENT

TO MASTER SERVICES AGREEMENT

This PRODUCT ATTACHMENT (“ATTACHMENT”) is an Attachment to the Master Service Agreement, dated     , 20       (“MSA”) is between Accellis Inc. d/b/a Accellis Technology Group (“Accellis”)  and ____________ (“Client”) and shall apply to the purchase of all Products by Client from ACCELLIS. Any capitalized terms used herein shall have the meaning given them in the MSA.

1.  SCOPE.

Upon Attachment Effective Date, this Attachment to the MSA shall contain the only terms applicable to all of Client’s purchase from ACCELLIS of any Product, whenever made, except as it relates to price, delivery date and identification of Products.    Client agrees that proposed terms or conditions in any purchase order shall be ignored except as it relates to price, delivery date and identification of Products unless Client and ACCELLIS execute an amendment to the MSA.   Any Services, even if in conjunction with the purchase of Product, shall be provided by ACCELLIS pursuant to a separate Attachment to the MSA.  

2.  PURCHASES AND INVOICE COSTS. 

Price, delivery date and identification of Products shall be as agreed to by ACCELLIS and Client and memorialized in a writing, electronically or by email.  The purchase of the Product shall only be effective upon written acknowledgment by ACCELLIS.  ACCELLIS’s invoice for the same shall constitute such written acknowledgment.    Notwithstanding the foregoing, delivery dates are based upon the estimates of third parties.  ACCELLIS shall use commercially reasonable efforts to achieve the delivery date conditioned upon having received payment from Client but failure to meet the delivery date due to the actions of third parties shall not constitute a breach of this Attachment. Client shall pay for Product at agreed upon invoices plus taxes, delivery and freight charges and accordance with terms and conditions of the MSA.  Client shall not cancel or withdraw purchase of Products from ACCELLIS but may pursue return or refund directly with the manufacturer of such Products.  ACCELLIS may cancel purchase if Product for a good reason including, but not limited to, Client’s nonpayment, a manufacturer change in price, change in delivery expectations or the unavailability of Product.  

3.  DELIVERY. 

 ACCELLIS may deliver the Products to Client’s location using the manufacturer’s methods for packaging and shipping such Products. Client shall take delivery of the Products within 3 days of Products having been delivered to the Client’s location. Delivery shall be FOB shipping point.    Title to Product shall pass on payment by Client.

4.  LICENSE RIGHTS. 

Client is acquiring the Product from ACCELLIS as a reseller for a third-party manufacturer. All restrictions, and other terms pertaining to the Product are found only in the applicable agreement provided with the Product by the third-party manufacturer of the Product (the “License Agreement”), and such License Agreement is only between Client and the third-party manufacturer of the Product.

5. THIRD PARTY MANUFACTURER.

With respect to software of third-party manufacturer provided to Client through ACCELLIS, further:
  1. agree to third party manufacturer licensing terms (i.e. Microsoft), including under the Microsoft New Commerce Experience program, and such terms are incorporated into this Attachment by reference;
  2. make ACCELLIS “Partner of Record” or equivalent with such third-party manufacturer in Client’s service portal or equivalent;
  3. consent to licenses purchased under this Attachment as non-refundable, non-resaleable, and non-transferable;
  4. pay ACCELLIS (even if Client secures another service provider) for the number of initial or additional licenses Client requests for the entire term or renewal term of the third party manufacturer in accordance with such third party manufacturer’s current policies and pricing (which may be changed by the third party manufacturer) and any price increase or additional charges implemented by such third party manufacturer, which shall be reflected on Client’s account and charged to Client accordingly and are required to pay for such licenses in full until the expiration of the license terms;
  5. not decrease, cancel or transfer licenses at any time; and
  6. add additional licenses pursuant to the foregoing and subject to all the terms of this Attachment and shall renew or expire as though purchased as of the Attachment Effective Date.

6.  NO WARRANTY.

EXCEPT FOR WARRANTIES PROVIDED BY THE MANUFACTURER, THE PRODUCTS ARE PROVIDED “AS IS”, WITH ALL FAULTS AND SUBJECT TO THE LICENSE AGREEMENT.  ACCELLIS SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  

7. SUPPORT AND MAINTENANCE.

If the License Agreement provides for support and maintenance services, then support and maintenance will be provided by the third-party manufacturer of the Product.

This Attachment shall be effective for all Product purchases of Client from ACCELLIS, whenever acquired.  Each party hereto warrants and represents that this Attachment and the MSA constitute the legal, valid and binding obligation of such party as of the date signed by Client below (“Attachment Effective Date”).

 

Client:

_________________      ______________________________________       _______________________       ________

Signature                             Name (please print)                                 Title                        Date

 

 

ACCELLIS:

_________________      ______________________________________       _______________________       ________

Signature                             Name (please print)                                 Title                        Date