These terms and conditions of sale which appear on all invoices are the terms and conditions upon HAYATS will not accept any other terms and conditions of sale, unless Buyer and HAYATS have executed a written agreement which specifically modifies, supersedes and/or replaces these terms and conditions. Acceptance of all purchase orders is expressly made conditional upon Buyer's assent, expressed or implied, to the terms and conditions set forth herein without modification or addition.
1. ACCEPTANCE OF PURCHASE ORDERS
Buyer's acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs: (a) Buyer's making of an offer to purchase Product from HAYATS; (b) Buyer's written acknowledgment hereof; (c) Buyer's acceptance of any shipment of any part of the items specified for delivery (the "Products"); or (d) any other act or expression of acceptance by Buyer. HAYATS 's acceptance is expressly limited to these terms and conditions in their entirety without addition, modification or exception, and any term, condition or proposals hereafter submitted by Buyer (whether oral or in writing) which is inconsistent with or in addition to these terms and conditions is objected to and is hereby rejected by HAYATS. HAYATS 's silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be HAYATS 's acceptance or approval thereof.
Unless otherwise agreed in writing, delivery shall be made in accordance with HAYATS 's shipping policy in effect on the date of shipment.
Domestic: For all domestic transactions, unless otherwise stated on the front of the invoice, title to the Products and all risk of loss or damage with respect to the Products shall pass to Buyer upon delivery by HAYATS to the carrier or Buyer's representative at HAYATS 's logistics center.
International: For all international transactions, the Product shall be sold FCA HAYATS 's logistics center (Incoterms 2000). HAYATS assumes no responsibility for charges related to customs clearance in the country of delivery, customs duties, VAT or any other charges or taxes within the country designated for delivery by the Buyer. Title shall pass to the Buyer upon delivery to the Buyer or Buyer's representative at HAYATS 's logistics center.
Delivery is subject to the payment provisions set forth herein and to HAYATS 's receipt of all necessary information and documentation from Buyer including all import certificates, exemption and/or resale certificates, licenses and other documents as may be required from Buyer for export of the Product. Buyer shall promptly notify HAYATS, in no event later than five (5) business days after delivery, of any claimed shortages or rejection as to any delivery. Such notice shall be in writing and shall be reasonably detailed, stating the grounds for any such rejection. Failure to give any such notice within such time shall be deemed an acceptance in full of any such delivery. HAYATS shall not be liable for any shipment delays beyond the reasonable control of HAYATS which affect HAYATS or any of HAYATS 's suppliers, including, but not limited to, delays caused by unavailability or shortages of Products from HAYATS’s suppliers; natural disasters, acts of war; acts or omissions of Buyer; fire, strike, riot, or governmental interference; unavailability or shortage of materials, labor, fuel or power through normal commercial channels at customary and reasonable rates; failure or destruction of plant or equipment arising from any cause whatsoever; or transport failures.
3. PRICE AND PAYMENT
Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes), as well as import or customs duties, license fees and any other similar charges, however designated or levied on the sale or delivery of the Products or measured by the purchase price paid for the Products. HAYATS 's prices set forth on the front side of the invoice do not include such taxes, fees and charges. Exemption certificates must be presented to HAYATS prior to shipment if they are to be honored.
Payment Terms: Unless otherwise specified, the payment terms are COD. HAYATS, at its discretion, may require reasonable advance assurances of payment through irrevocable bank letters of credit or otherwise. All unpaid invoices shall bear interest at an amount equal to 1-1/2% of the outstanding balance per month (or the maximum rate of interest allowed to be contracted for by law, whichever is less), commencing upon the date payment is due. Buyer's failure to make timely payment may result in such action as commencement of proceedings for collection, revocation of credit, stoppage of shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods and termination of any one or more sales agreements. Notwithstanding any "net" payment provisions specified on the invoice, HAYATS shall have no continuing obligation to deliver Products on credit, and any credit approval may be withdrawn by HAYATS at any time and without prior notice. HAYATS retains (and Buyer grants to HAYATS by submitting a purchase order) a security interest in the Products to secure payment in full and compliance with these terms and conditions of sale. Buyer agrees to execute any additional documents necessary to perfect such security interest.
Collections: In the event the sales invoice shall be placed by HAYATS in the hands of an attorney or collection agency for the purpose of collection, with or without litigation, or for the purpose of enforcing HAYATS 's security interest in the Products, the Buyer agrees to pay any and all costs associated with such placement, including, without limitation, attorney's fees and costs incurred prior to, during, or subsequent to trial, and including, without limitation, collection, bankruptcy, or other creditor's rights proceedings.
Currency: If a sale is to occur, or the Product is to be shipped, outside of the United States, Buyer acknowledges and agrees that the amount due HAYATS is contracted in U.S. Dollars and that payment in U.S. Dollars is of the essence. Any payment by Buyer in local currency or the receipt by HAYATS of local currency as a consequence of enforcement procedures against Buyer will be deemed an authorization for HAYATS to use that local currency to purchase U.S. Dollars or, if such purchase is prohibited by local law, an authorization to purchase appropriate bonds or other instruments and export them from the Buyer's country in order to convert the currency into U.S. Dollars and apply the proceeds to the payment of any amounts owed to HAYATS by Buyer. Any deficiency as a result of conversion of payment into U.S. Dollars shall be the responsibility of Buyer.
Any return of the Products purchased hereunder, whether for stock balancing purposes or because such Products are claimed to be defective, shall be governed by HAYATS 's Product Return policies in effect on the date of the invoice, or as otherwise provided by HAYATS to Buyer in writing. HAYATS 's Product Return policies are located at www.techdata.com. HAYATS reserves the right to modify or eliminate such policies at any time. Although HAYATS 's policies may permit Buyer to return Products claimed to be defective under certain circumstances, HAYATS makes no representations or warranties of any kind with respect to the Products. HAYATS HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. HAYATS WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE FOR BREACH OF WARRANTY. The right to return defective Products, as previously described, shall constitute HAYATS 's sole liability and Buyer's exclusive remedy in connection with any claim of any kind relating to the quality, condition or performance of any Product, whether such claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise. In the event HAYATS issues a return authorization to Buyer allowing Buyer to return Product to TDC, Buyer will deliver the Product to HAYATS’s address in the United States, if so required by TDC, and Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes) as well as import or customs duties, license fees and similar charges, however designated or levied, on any replacement Product to be shipped by HAYATS to Buyer.
5. LIMITATION OF LIABILITY
HAYATS SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT TO SELL PRODUCT TO BUYER OR THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR FOR ANY DAMAGES OR SUMS PAID BY BUYER TO THIRD PARTIES, EVEN IF HAYATS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE.
These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales by HAYATS to Buyer and shall supersede all prior offers, negotiations, understandings and agreements. Unless Buyer and HAYATS have executed a written agreement which specifically modifies, supersedes and/or replaces these terms and conditions, it is expressly agreed that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement or explain these terms and conditions. No additional or different terms or conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of HAYATS in the United States. Any waiver by HAYATS of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of its rights. Any provision of these terms and conditions that is prohibited or unenforceable under the laws of the State of Florida shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these terms and conditions. All sales agreements shall be deemed made in, and shall be governed by, the laws of the State of Florida. The venue for any disputes arising out of any sales agreement shall be, at HAYATS’s sole and exclusive option, Pinellas County, Florida or the courts with proper jurisdiction at Buyer's location. ALL SALES TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.
a) Buyer acknowledges, represents and warrants that it currently complies with, and at all times shall comply with, and shall not act to contravene, relevant laws, codes, and regulations applicable to the purchase and sale of Products under these terms and conditions. Buyer further acknowledges and agrees that the goods, software, and technology subject to these terms and conditions are subject to the export control laws and regulations of the United States, including, but not limited to, the Export Administration Regulations ("EAR"), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls. Buyer shall not, without prior U.S. government authorization, export, reexport, or transfer any goods, software, or technology subject to these terms and conditions, either directly or indirectly, to any country subject to a U.S. trade embargo or to any resident or national of any such country, or to any person or entity listed on the "Entity List" or "Denied Persons List" maintained by the U.S. Department of Commerce or the list of "Specifically Designated Nationals and Blocked Persons" maintained by the U.S. Department of Treasury. In addition, any goods, software or technology subject to these terms and conditions may not be exported, re-exported, or transferred to an end-user engaged in activities related to weapons of mass destruction. Such activities include, but are not necessarily limited to, activities related to: (1) the design, development, production, or use of nuclear materials, nuclear facilities, or nuclear weapons; (2) the design, development, production, or use of missiles or support of missiles projects; and (3) the design, development, production, or use of chemical or biological weapons.
b) Buyer recognizes that some Product sales are limited to a specified territory and shall not sell Products outside that territory. Such sales may constitute copyright or trademark infringement. Products purchased by Buyer may also be subject to additional usage restrictions or authorizations imposed by the Product manufacturer or publisher. Buyer is responsible for ensuring compliance with any such restrictions or authorizations.
This Privacy Statement applies to personal information that we collect about you. For more detail, please visit a relevant HAYATS privacy notice(s) available at HAYATSPRO.COM websites.
This Privacy Statement also describes the choices available to you regarding HAYATS use of your personal information, the steps you can take to access your information and to request that we correct or delete your personal information.
This Privacy Statement applies to HAYATSPRO websites, applications and services that link to this Privacy Statement.
If you have questions or concerns regarding this Privacy Statement or our handling of your information collected under this Privacy Statement, contact HAYATS Privacy Office at firstname.lastname@example.org.
What Personal Information We Collect
Personal information is information that directly identifies you or information otherwise defined as “personally identifiable” under applicable law. This includes, but is not limited to:
And with regard to our employees the personal information includes also (but is not limited to):
How We Collect Personal Information
Directly From You
HAYATS may collect personal information you provide directly to us via websites, mobile applications, email, EDI, and other interactions. For example, when you register with us as a customer, place an order for product or services, participate in promotional activities, apply for a job, use an application installed on a device, post on our services, or subscribe to notifications.
When you register with Tech Data, we will collect your registration details in order to process your or your organization’s application and to administer the relevant accounts. We will collect information relating to your application, which may include personal information such as your name, title, company or organization name, contact details (e-mail address, sold to address, shipping address), billing address and payment information (e.g. credit card details).
You may also have the opportunity to provide further optional data (such as phone number). In addition, you will need to choose a user name and password. We will also collect subsequent information provided when you use the account, and to keep a record of purchases or orders placed. We may also (for any visitor to our website) collect information about the domain from which you are visiting, and information regarding what pages you access
Automatically Collected from Your Use of our Services
HAYATS may automatically collect personal information for business-related purposes, which may include providing customer service, managing the services we provide, complying with legal requirements, payment processing, and for marketing our products and services.
When you visit our websites, we automatically receive information about which of our websites you are visiting and the browser you are using. This information will be stored anonymously, and we will use it to improve our services and to make our websites more user-friendly as well as for statistical purposes.
Personal Information Collected from Other Sources
HAYATS may collect personal information from publicly available sources, including, but not limited to, public internet websites and databases, public or government sources, and news media.
Along with using fully identifiable personal information for business related purposes, we may use anonymized, or de-identified personal information for statistical purposes.
We may use your personal information to generate de-identified, statistical, summary, or aggregated information and subsequently use this de-identified information if such de-identified, statistical, summary, or aggregated information cannot be used to identify any individual.
We will obtain authorization from the applicable data protection authorities prior to processing personal information in accordance with applicable law.
We may obtain personal information from third parties including other HAYATS that have obtained or collected information about you and that have the right to provide that personal information to us. HAYATS may contract with third parties who provide information to businesses to verify certain information about you or obtain information about you. We may use the personal information received from a third party in accordance with the terms established between HAYATS and the third party.
We may also obtain your personal data from the CCTV cameras located in the offices and warehouses of the HAYATS. Such video recordings are stored for maximum 30 days. The purpose of the video recordings is the protection of our property, prevention and detection of criminal activity and the protection of health and life of our employees/clients.
How We Use Information We Collect
HAYATS and service providers acting on our behalf may use information about you for the following purposes:
In the above cases the legal basis for the collection and processing of personal data is that it is necessary for the purposes of the legitimate interests pursued by us or by a third party. Such legitimate interests can be enforcement of legal claims, the offering and operation of the services in a cost-efficient manner as well as the fulfillment of your orders. The legal basis can also be the performance of a contract between you and a HAYATS or your consent to process your personal information.
The provision of certain categories of your personal information may be required to enter into a contract with Tech Data. If required information is not provided, you will not be able to open a user account and/or use our services.
If you are a user from the United States, HAYATS may use your personal information for direct marketing purposes. If you are a user from outside of the United States, HAYATS may contact you, for example by email or by telephone to inform you about our range of products or services similar to what you ordered from us so far or based on your explicit consent. You reserve the right at any time to refuse to allow your personal information (email address, telephone number) to be used for this purpose (object to processing) or withdraw your consent if applicable and we will emphasize this option every time you are contacted for marketing purposes. If you do not want your personal information to be used for this purpose, please update your preferences in the materials or you may submit your request to us at email@example.com.
Who We Share Information With
Our agents, vendors, consultants, marketing service providers, and other service providers including other HAYATS may receive, or be given access to your information, including personal information and usage information, in connection with their work on our behalf.
We may also share information about you as follows:
When HAYATS third-party service providers, the disclosure of personal information to such providers is necessary, for example, to provision our services to you. HAYATS ensures that such providers protect personal information in a manner consistent with this Privacy Statement and with applicable data protection laws. These service providers may be located in countries other than your country of residence and may be prohibited from using your personal information for any other purpose other than to provide assistance. If the service provider is located in a country other than your country of residence, we warrant that appropriate safeguards are in place to ensure lawful and secure transfer of your personal information.
Cross Border Data Transfer
Transfer of your personal information to third parties may take place including to HAYATS in a territory where the laws do not offer a level of protection for personal information equivalent to the laws applied in your region. In order to ensure an adequate level of data protection at those recipients of personal information, we implement appropriate measures for the transfer in line with applicable law. For example, if personal information is transferred from a member state of the European Economic Area/European Union or Switzerland to another country deemed to not provide an adequate level of protection according to European Commission, we implement appropriate contractual safeguards, such as Model Clauses, with such third parties or apply other appropriate safeguards as approved by the European Commission. Further, if such third parties engage sub-processors in support of our agreement with them, the third party will be required to implement the same standards and safeguards with their sub-contractors.
General Principles for Processing of Personal Information
Personal information will be collected, stored, processed and transmitted in accordance withHAYATS established policies and applicable laws.
The principles of HAYATS with regard to the processing of personal information are as follows:
If HAYATS engages in the processing of personal information for purposes other than those specified in this Privacy Statement, HAYATS will provide notice of these changes, the purposes for which the personal information will be used, and the recipients of personal information.
Cookies and other Similar Technology
Social Media Features
HAYATS provides social media features that enable you to share information with your social networks and to interact with HAYATS on various social media sites. Your use of these features may result in the collection or sharing of information about you, depending on the feature. We encourage you to review the privacy policies and settings on the social media sites you use to interact to make sure you understand the information that may be collected, used, and shared by those sites. You may disable these features at any time.
Security of Personal Information
We seek to comply with legal requirements and use reasonable measures to help protect information about you from loss, theft, misuse and unauthorized access, disclosure, alteration and destruction. HAYATS will notify you in the event we become aware of a security breach involving your personally identifiable information (as defined by the applicable laws) stored by or for us. By disclosing your email address to us for any reason, you expressly consent to receive electronic notice from us in the event of such a security breach, unless prohibited by applicable law.
Access to Personal Information
In accordance with the applicable data privacy law, you may be entitled to request certain information about the personal data we have stored about you; to request certain access to, correction, deletion, portability or blocking of such data, and to request restriction of processing or to object to the processing; you may also have a right to lodge a complaint with the supervisory authority. For this purpose, or if you have any questions regarding the processing of your personal data, please contact firstname.lastname@example.org.
If you need to update or change your personal information changes, you may log into your account or you may contact us at email@example.com.
HAYATS reserves the right to decline requests to access or delete personal information if and to the extent disclosure or deletion of the information requested is not required or permitted by applicable law.
To guard against fraudulent requests for access, HAYATS reserves the right to verify your identity by requiring sufficient information to allow it to confirm the identity of the party making the request before granting access or making corrections.
The Right To Object
According to the Article 21 of the General Data Protection Regulation No. 2016/679 you have, among others, the right to object to the processing of the personal data if we process your personal data on the basis of a legitimate interest, including the processing for the purposes of direct marketing. The objection can be filed at the e-mail address: firstname.lastname@example.org. In case that you object to the processing for direct marketing purposes, the personal data shall no longer be processed in this scope.
More information about this right can be found particularly in the Article 21 of the General Data Protection Regulation No. 2016/679.
We retain your personal data for the period necessary to fulfill the purposes outlined in this Privacy Statement or otherwise upon collection of your personal data, unless a longer retention period is required or allowed by law or to otherwise fulfill a legal obligation.
We do not knowingly collect information from children as defined by local law, and do not target our websites to children.
Your Consent and Changes
You have a right to withdraw your consent with processing of your personal data (if given) at any time at the e-mail address: email@example.com. Please note that the withdrawal of your consent does not affect the lawfulness of the processing based on your consent given before its withdrawal. The withdrawal of your consent also does not affect the processing of your personal data which is being done by us on another legal basis than your consent (e.g. in particular if the processing is necessary for the performance of a contract, fulfilment of a legal obligation or due to other reasons stated in the valid legal regulation).
HAYATS may supplement this Privacy Statement with additional information relating to a particular interaction you may have with us.
HAYATS may from time to time revise this Privacy Statement with effect for the future in its sole discretion to reflect changes in our business practices. If we revise this Privacy Statement, we will notify you by posting the updated version on the applicable website. We will notify you of the change via a reference on the website at least thirty days in advance, unless the change is reasonable and not in your disfavor. Such notice of the change will refer to the fact that changes to this Privacy Statement will become effective unless you object to it within the said thirty- day period.
California Privacy Rights
If you are a California resident, you can opt-out of the sharing of your personal information to third parties for direct marketing purposes by unsubscribing from such material or sending an email to firstname.lastname@example.org.
Compliance with Local Laws
This Privacy Statement is meant to guide HAYATS with respect to personal information collected from or about you. While this Policy applies to personal information generally, the local laws, rules and regulations of jurisdictions that are applicable to HAYATS(“Local Laws”) may require standards that are stricter than this Privacy Statement, and in such event, HAYATS will comply with applicable Local Laws. Specific privacy policies may be adopted to address the specific privacy requirements of particular jurisdictions.
Unless we specifically request or invite you to provide sensitive personal information to us as defined by applicable law, we ask that you not send us such information., In cases where we may request or invite you to provide sensitive personal information, we will only process sensitive personal information you provide with your express consent.
HAYATS will use a self- assessment approach to verify compliance with this Privacy Statement and periodically verify that it is accurate and comprehensive regarding the information intended to be covered.
If you believe that, your personal information has been processed or disclosed in violation of this Privacy Statement, raise your concerns by contacting us at email@example.com.
If you have any questions or concerns about this Privacy Statement, the privacy practices of HAYATS, our collection or use of your personal information, or you wish to access your personal information, please contact us. If we need or are required to contact you concerning any issue or event that involves this Privacy Statement, then we will do so using the email address, telephone number, or physical mailing address we have on file for you.