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Intel Resale Corporation Terms and Conditions

Terms and conditions

SITE TERMS OF USE THE FOLLOWING TERMS APPLY TO USE OF THE INTEL RESALE MANAGEMENT SYSTEM WEB APPLICATION. The information, material and related graphics available on this site ("Materials") are provided by Intel Resale Corporation ("Intel"). By using this site you agree that you have read and understood these terms and agree to be bound by these terms, and to comply with all applicable laws and regulations regarding use of this site. If you do not agree to these terms, do not use this site.   Intel operates this site from its offices within the United States. Intel makes no representations that the Materials referenced on this site are appropriate or available for use in other areas of the world. Those who access this site from locations outside the United States are responsible for compliance with applicable local laws.   Intel reserves the right to make changes to this site and to these terms at any time. Any change in these terms will be prospective only, unless retroactive effect is legally required. Your continued use of this site will constitute your acceptance of any new or amended terms.  

USE RESTRICTIONS The Materials contained on this site are protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties. Except as stated herein, these Materials may not be reproduced, modified, displayed or distributed in any form or by any means without Intel's prior written consent.   Intel grants permission to download, reproduce, display and distribute the Materials posted on this site solely for informational and non-commercial or personal use, provided that you do not modify such Materials and provided further that you retain all copyright and proprietary notices as they appear in such Materials. Unauthorized use of any of these Materials is expressly prohibited by law, and may result in civil and criminal penalties. This permission terminates if you breach any of these terms and conditions. Upon termination you agree to destroy any Materials downloaded from this site.  

WARRANTIES AND DISCLAIMERS Intel intends for the Materials contained on this site to be accurate and reliable. These Materials may, however, contain technical inaccuracies, typographical errors or other mistakes. Intel may make corrections or other changes to these Materials at any time. Intel reserves the right to make corrections, modifications, enhancements, improvements and other changes to its products, programs and services at any time or to discontinue any products, programs, or services without notice.   Buyer agrees to use Equipment and Material, including parts thereof, in a manner or for the purpose originally intended or prescribed and in such a manner in which the Equipment and Material is commonly used, or to resell the Equipment and Material for such use. It is agreed that the Equipment and Material is not sold to the Buyer for purposes of disposal, abandonment, burning, incineration, recycling or for accumulation or treatment for such disposal, abandonment, burning, incineration, or recycling. Buyer acknowledges that it has had an opportunity to inspect the Equipment and Materials and is satisfied with their present condition.

SELLER MAKES NO WARRANTY OF ANY KIND REGARDING THE EQUIPMENT AND/OR MATERIAL. THE EQUIPMENT AND/OR MATERIAL ARE USED AND ARE SOLD ON AN “AS-IS” “WHERE-IS” BASIS AND SELLER WILL NOT PROVIDE ANY DOCUMENTATION, SUPPORT, ASSISTANCE, TRAINING, OR OTHER SERVICES. SELLER SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER OR NOT SELLER HAD REASON TO KNOW OF ANY SUCH PURPOSE, AND ANY WARRANTY AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SELLER OR AN AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. BUYER ACCEPTS THE RISKS OF USE AND SUCH RISKS FALL SOLELY ON BUYER.   LIMITATION OF LIABILITY IN NO EVENT WILL INTEL BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OR DAMAGE TO TANGIBLE PROPERTY, OR INTERRUPTION OF BUSINESS, OR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OF ANY KIND IRRESPECTIVE OF WHETHER INTEL HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL INTEL’S TOTAL CUMULATIVE LIABILITY TO BUYER UNDER ANY CLAIM HEREUNDER, WHETHER IN CONTRACT OR IN TORT, EXCEED THE SUM PAID TO SE INTEL BY BUYER FOR THE EQUIPMENT OR MATERIAL WHICH IS THE SUBJECT OF SUCH CLAIM. Intel neither assumes nor authorizes any person to assume for Intel any liability in connection with the sale of Equipment and Material. It is agreed neither Intel nor any of its representatives have made any representations of any nature on which Buyer has relied regarding the sale of Equipment and Material.  

PRIVACY POLICY Use of this site is subject to Intel’s Privacy Policy. Click here to review Intel’s Privacy Policy.  

SALES TERMS AND CONDITIONS Intel Resale Corporation accepts offers in its sole discretion. Information provided by Intel Resale Corporation (herein after “Seller”) via the Intel Resale Management System is not an offer, but rather a solicitation for an offer. Any offer Buyer may make via the Intel Resale Management System will be deemed accepted only when we issue a formal written acknowledgement of acceptance. Seller reserves the right to accept or reject any offer for any reason (i.e., Seller is not obligated to sell at the highest offered price, should Seller choose not to). Seller will accept offers only if the sales terms and conditions set forth below apply to the transaction. Any differing terms Buyer may communicate to Seller (e.g., accompanying a purchase order or similar document) are rejected and will not become part of any transaction between Seller. Buyer should not submit an offer if Buyer does not agree to the following sales terms and conditions.

1. Sales terms and conditions. The following sales terms and conditions apply to all US sales which are facilitated via the Intel Resale Management System:

a. PAYMENT TERMS. Buyer agrees to pay Seller for the Equipment and Material prior to the date of delivery specified below. Seller may terminate this Agreement for any or no reason, with no liability whatsoever to Buyer at any time until full payment is received. Any applicable sales tax, duty, or government levy will be paid by Buyer. Buyer agrees to pay Seller for the Equipment and Material via wire. All payments shall be made free and clear without deduction for any and all present and future taxes imposed by any taxing authority. In the event that Buyer is prohibited by law from making such payments unless Buyer deducts or withholds taxes there from and remits such taxes to the local taxing jurisdiction, then Buyer shall duly withhold and remit such taxes and shall pay to Seller the remaining net amount after the taxes have been withheld. Buyer shall promptly furnish Seller with a copy of an official tax receipt or other appropriate evidence of any taxes imposed on payments made under this Agreement, including taxes on any additional amounts paid. In cases other than taxes referred to above, including but not limited to sales and use taxes, stamp taxes, value added taxes, property taxes and other taxes or duties imposed by any taxing authority on or with respect to this Agreement, the costs of such taxes or duties shall be borne by Buyer. In the event that such taxes or duties are legally imposed initially on Seller or Seller is later assessed by any taxing authority, then Seller will be promptly reimbursed by Buyer for such taxes or duties plus any interest and penalties suffered by Seller.

b. DELIVERY & SHIPPING. All shipments are EXW (INCOTERMS 2000) at Seller’s facility. Seller’s liability for delivery shall cease and title and all risk of loss or damage shall pass to Buyer upon Seller making the equipment available to Buyer at Seller’s facility, regardless of any provision for payment of freight or insurance or the form of shipping documents. Equipment held by Seller for Buyer shall be at Buyer’s risk and expense. Buyer is responsible for packaging, crating, and loading the Equipment for shipment, transportation of the Equipment and/or for clearing the Equipment for export. Buyer shall pay all, packaging, crating, loading, transportation, export, customs and insurance costs. Buyer agrees to provide Seller with written notification of proposed carrier arrangements to be used for shipping. Buyer acknowledges and agrees that Seller’s delivery date is an estimate and that the actual delivery date may be later depending upon the completion of de-installation or other contingencies. Shipment may originate from Seller or its authorized subcontractor or distributor. In no event shall Seller be liable to Buyer for any costs, expenses, or damages related to such delivery. Any Equipment or Material which, where buyer has made payment to seller, remains at Seller’s facility after the delivery date shall be subject to a storage fee to be paid by Buyer, in the amount of $5.00 per square foot per day until removed from Seller’s premises. Equipment and Material remaining on Seller’s premises for more than 90 days after the delivery date may be disposed of by the Seller, without recourse by Buyer.

c. ACKNOWLEDGEMENT AND WARRANTY. Buyer agrees to use Equipment and Material, including parts thereof, in a manner or for the purpose originally intended or prescribed and in such a manner in which the Equipment and Material is commonly used, or to resell the Equipment and Material for such use. It is agreed that the Equipment and Material is not sold to the Buyer for purposes of disposal, abandonment, burning, incineration, recycling or for accumulation or treatment for such disposal, abandonment, burning, incineration, or recycling. Buyer acknowledges that it has had an opportunity to inspect the Equipment and Materials and is satisfied with their present condition.

SELLER MAKES NO WARRANTY OF ANY KIND REGARDING THE EQUIPMENT AND/OR MATERIAL. THE EQUIPMENT AND/OR MATERIAL ARE USED AND ARE SOLD ON AN “AS-IS” “WHERE-IS” BASIS AND SELLER WILL NOT PROVIDE ANY DOCUMENTATION, SUPPORT, ASSISTANCE, TRAINING, OR OTHER SERVICES. SELLER SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER OR NOT SELLER HAD REASON TO KNOW OF ANY SUCH PURPOSE, AND ANY WARRANTY AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SELLER OR AN AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. BUYER ACCEPTS THE RISKS OF USE AND SUCH RISKS FALL SOLELY ON BUYER.

d. LIMITATION OF LIABILITY. IN NO EVENT WILL SELLER BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OR DAMAGE TO TANGIBLE PROPERTY, OR INTERRUPTION OF BUSINESS, OR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OF ANY KIND IRRESPECTIVE OF WHETHER SELLER HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SELLER’S TOTAL CUMULATIVE LIABILITY TO BUYER UNDER ANY CLAIM HEREUNDER, WHETHER IN CONTRACT OR IN TORT, EXCEED THE SUM PAID TO SELLER BY BUYER FOR THE EQUIPMENT OR MATERIAL WHICH IS THE SUBJECT OF SUCH CLAIM. Seller neither assumes nor authorizes any person to assume for Seller any liability in connection with the sale of Equipment and Material. It is agreed neither Seller nor any of its representatives have made any representations of any nature on which Buyer has relied regarding the sale of Equipment and Material.

e. INDEMNIFICATION. Upon transfer of title to the Equipment and Material from Seller to Buyer, Seller shall be relieved from any further obligation including but not limited to the handling, labeling, transportation, storage, use, disposal, or other activity relating to the Equipment and Material. Buyer agrees to defend, indemnify, and hold Seller harmless from and against any and all claims, liabilities, demands, suits, judgments, damages, fines, penalties, and any associated cost and expenses, including but not limited to consequential damages and attorney’s fees which may be asserted against or incurred by Seller as a result of Buyer’s handling, labeling, transportation, storage, use, disposal, or other activity relating to the Equipment and Material, including but not limited to removal of Equipment and Material herein at Seller’s location, and resale thereof.

f. COMPLIANCE WITH LAWS. Buyer shall comply with all applicable national, state and local laws and regulations including but not limited to laws and regulations governing the manufacture, processing, distribution, transportation, labeling, handling, discharge, treatment, disposal, recycling, reclamation, use, import, export, or other activity relating to the Equipment and Material. Unless specifically authorized by appropriate license or regulation, Buyer agrees not to export, directly or indirectly, any technology, software or commodities to any countries or to the nationals of any country which is subject to the United States export control laws and regulations, including the Export Administration Regulations. Buyer agrees to indemnify and hold Seller harmless from any claims, liabilities, penalties, forfeitures, and associated costs and expenses (including attorneys’ fees) which Seller may incur due to Buyer’s non-compliance with applicable laws, rules, and regulations.

g. ADVERTISEMENTS. Neither party may use the other party’s name in advertisements nor otherwise disclose the existence or content of this Agreement without the other’s prior written consent.

h. SEVERABILITY. The terms and conditions stated herein are declared to be severable. Should any term(s) or condition(s) of this Agreement be held to be invalid or unenforceable the validity, construction, and enforceability of the remaining terms and conditions of this Agreement shall not be affected.

i. GOVERNING LAW. This Agreement is to be construed and interpreted according to the laws of the State of Delaware, excluding its conflict of law provisions, and the parties have agreed that the United Nations Convention for the International Sale of Goods shall not govern this Agreement.

j. FORCE MAJEURE. Seller shall not be liable for any delay in performance or nonperformance caused by circumstances beyond Seller’s control, including but not limited to, acts of God, fire, flood, earthquake, riot, war, changes in applicable law or regulations, court orders, accidents, or labor strikes.

k. MODIFICATIONS. This Agreement shall apply to any accepted offers or purchase orders (“Purchase Orders”) placed by a Buyer for the Equipment and Materials subject to sale by Seller. Any additional or conflicting terms in any accepted offer or Buyer Purchase Order or other written communication will have no legal effect. This Agreement may not be supplemented, modified, or amended except by a written amendment signed by an authorized representative of each party.

l. ASSIGNMENT. Seller may assign or delegate its rights and/or obligations, or any part thereof under this Agreement to any or all of its wholly-owned subsidiaries. Otherwise, neither party may assign or delegate its rights and obligations under this Agreement without the prior written consent of the other.

m. HAZARDOUS MATERIAL DISCLOSURE. THIS SECTION 16.0 APPLIES ONLY IF THE USE OF THE EQUIPMENT OR MATERIAL BY SELLER HAS INVOLVED A HAZARDOUS MATERIAL. SELLER SHALL DESIGNATE WHETHER OR NOT HAZARDOUS MATERIALS ARE INVOLVED, AND IDENTIFY SUCH HAZARDOUS MATERIALS. THE EQUIPMENT HAS BEEN CLEANED, BUT SOME RESIDUAL AMOUNTS MAY REMAIN OR MAY HAVE LEACHED INTO THE EQUIPMENT STRUCTURE. PROPER PROTECTIVE GEAR AND CLOTHING, AND PROPER SAFETY METHODS SHOULD BE USED AT ALL TIMES WHEN HANDLING AND/OR USING THIS EQUIPMENT. MATERIAL SAFETY DATA SHEETS FOR THE HAZARDOUS MATERIALS WILL BE SENT TO BUYER VIA ELECTRONIC MAIL. BUYER AGREES THAT IN THE EVENT EQUIPMENT IS BEING PURCHASED FOR RESALE OR EQUIPMENT IS RESOLD PRIOR TO BEING USED BY BUYER, BUYER WILL ATTACH DISCLOSURE INFORMATION, SHOWN ABOVE, TO THE EQUIPMENT AND TO THE DOCUMENTATION COVERING THE SALE OF DESCRIBED EQUIPMENT. BUYER AGREES THAT IN THE EVENT EQUIPMENT IS BEING PURCHASED FOR RESALE OR EQUIPMENT IS RESOLD PRIOR TO BEING USED BY BUYER, BUYER WILL REQUIRE THAT THE ABOVE DISCLOSURE INFORMATION BE CONTINUOUSLY PASSED ON TO SUBSEQUENT BUYERS UNTIL THE EQUIPMENT HAS REACHED THE NEXT BUYER FOR POINT OF END USE.

n. SOFTWARE LICENSING. This is a sale of hardware items only and does not include a sale or license of program code (software) in any form, regardless of whether such software has been packaged with, integrated into or otherwise included with the Equipment. Any software included with the Equipment may be the property of a third party. Buyer agrees to destroy all such software or to obtain an appropriate license for its continued use.

o. ANTI-MONEY LAUNDERING PROVISIONS. Buyer represents and warrants that it is, and will be, in compliance with all applicable U.S. and non-U.S. laws and regulations in connection with the purchase and sale of Intel products. This includes applicable anti-money laundering requirements, including cash and monetary instrument recordkeeping and reporting requirements; Customs law requirements; and requirements of applicable sanctions programs, such as the requirements administered by the U.S. Department of the Treasury, Office of Foreign Assets Control. Buyer agrees that it will take reasonable measures to prevent money laundering in connection with the sales of Intel products to its customers, including prohibiting or restricting payments in currency, money orders or travelers checks. Buyer further agrees to make payment to Intel consistent with Intel's payment policy, generally by check or wire transfer drawn on a bank account in the name of Buyer or, with prior approval from Intel, from an account in the name of a related person such as a parent company. A single cashier's check in the exact amount of the invoice or invoices also is acceptable. Payment by third parties not approved by Intel or payment in currency, money orders or travelers checks is prohibited.