HP TERMS AND CONDITIONS OF SPECIAL PRICING FOR RESELLERS Effective as of August 15, 2005 These terms and conditions apply to all Special Pricing granted by HP to Resellers. 1. Definitions Agreement means the HP Logistics Service Partner Agreement, the HP Channel Development Partner Agreement or the HP Sales and Service Partner Agreement. CDP means HP Channel Development Partner. End-user Verification means substantiation that products subject to Special Pricing represent a valid requirement from a named end-user customer and were delivered to the named end-user customer in the OPG. First-tier Reseller means an HP authorized LSP, CDP or SSP that purchases HP products directly from HP. HP means the local Hewlett-Packard affiliate that is a party to the Agreement. LSP means HP Logistics Service Partner. Order Processing Guideline or OPG means a document issued by HP detailing a specific end-user customer deal or promotions for which HP grants Special Pricing. Quotation means an offer by HP to the Reseller specifying the product(s), price(s), quantities and delivery schedule which is valid for a maximum of 30 days. Reseller means an HP authorized LSP, CDP or SSP. Second-tier Reseller means an HP authorized SSP that purchases HP products from another Reseller. SSP means Sales and Service Partner. Special Pricing means an additional discount or rebate or a net reseller price below HP s standard price offered to Reseller for a specific end-user customer deal or promotion. 2. Special Pricing Agreements 2.1 These terms and conditions apply to all Special Pricing granted by HP to Reseller (First-tier Reseller and Second-tier Reseller). 2.2 These terms and conditions are in addition to and part of Reseller s current Agreement with HP. Reseller must have an Agreement with HP to receive an OPG or Quotation for Special Pricing. 2.3 HP will grant Special Pricing under a Quotation or an OPG. Revision Date July 2005 Page 1/5
2.4 Special Pricing will be granted by HP in the form of an upfront discount, a retrospective rebate or a combination of upfront discount and retrospective rebate. 2.5 HP Reserves the right to set minimum volume thresholds for Special Pricing and may change its minimum volume thresholds at any time. 2.6 Quotations or OPGs issued by HP will contain the following information: - Identifier number - Deal version/revision number - Name of the First-tier Reseller(s) granted the Special Pricing - Name of the Second-tier Reseller(s) eligible for the Special Pricing (if applicable for a specific end-user customer deal) - Name of the end-user customer (if specific end-user customer deal) - Validity period (start and end dates) - Location of the First-tier Reseller and end user customer - Product Offer (HP products, HP product hierarchy or bundled products eligible for Special Pricing) - Maximum quantity of products authorized (for whole OPG) - Price with additional discount or fixed net price, and - Discount mode (upfront or rebate). 2.7 First-tier Reseller will provide its Second-tier Reseller identified in OPGs with the relevant information in the OPG, which at a minimum must include the following: - Name and location of the end-user customer (if specific end-user customer deal) - Validity period (start and end dates) - Products eligible for Special Pricing, and - Maximum quantity of Products authorized. 2.8 Unless otherwise stipulated in the Quotation, OPG or program guidelines, products sold under a Quotation or OPG qualify for HP s pay for performance or other such compensation programs. 2.9 Products ordered upfront for identified end-user customer sales or ordered upfront on promotional deals are not eligible for any price protection on stock, unless otherwise specifically stipulated in the Quotations, OPG or HP Process Guide detailing the rules for price protection on stock. 2.10 Reseller agrees to use Special Pricing granted by HP only for the purposes for which it is specifically granted and to strictly comply with the terms of the Quotation or OPG. In the case of Special Pricing granted for a specific end-user customer deal, Reseller agrees that Special Pricing will apply solely for resales to the end-user customer specified in the Quotation or OPG and cannot be used to fulfill shipment of goods to a related end-user customer who is outside the location defined on the OPG. 2.11 Special Pricing granted for specific end-user customer deals apply only for products used for the end-user customers own internal purposes and not for resale. HP reserves the right to reclaim Special Pricing from the Reseller in the event products are resold by the end-user customer. 2.12 HP reserves the right to validate independently that delivery was made to the end-user customer stated in the OPG. Reseller will comply with the End-user Verification process provided in Section 5 below. 2.13 Special Pricing applies only for products that are purchased by the First-tier Reseller directly from HP and by the Second-tier Reseller directly from a First-tier Reseller stipulated in the OPG. Revision Date July 2005 Page 2/5
2.14 HP reserves the right to change or terminate OPGs at any time subject to notification. Any change or termination shall not apply to orders accepted by First-tier Reseller prior to HP s notification. 2.15 In the event that HP issues more than one OPG for the same transaction during a given period, the terms of the latest OPG will prevail over those of the previous OPG. 3. Upfront Discounts 3.1 Special Pricing granted by HP in the form of upfront discounts will be applied to First-tier Reseller s orders placed under its current Agreement. 3.2 HP will apply Special Pricing discounts on orders on the condition that: - First-tier Reseller s orders specify a valid OPG identifier number, - The maximum quantity of products as stated in the OPG has not been reached, - First-tier Reseller has the appropriate Product Exhibit under its Agreement, - First-tier Reseller orders within the validity period of the OPG, and - Products are resold to the end-user customer named in the OPG. 4. Rebate Claims 4.1 Special Pricing granted by HP in the form of retrospective rebates will be paid to First-tier Reseller as a credit under its current Agreement. 4.2 HP will accept Special Pricing rebate claims on the condition that: - Products were purchased directly from HP under Reseller s Agreement - Products were not part of a Promotion or cumulated with Special Pricing conditions from other discounts or rebates - The rebate is addressed to the local HP entity that sold the products to Reseller - The rebate claim specifies the most recent valid OPG version available at the sell-out date to the secondtier Reseller or end-user customer - The maximum quantity of products as stated in the OPG has not been reached - The Products were either resold directly to the end-user customer named in the OPG or resold to the Second-tier Reseller and resold by the Second-tier Reseller to end-user customer named in the OPG (if applicable for a specific end-user customer deal) - First-tier Reseller orders within the validity period of the OPG - Product was delivered to the Second-tier Reseller or end-user customer within the validity period of the OPG - First-tier Reseller sends only one claim sheet per sell-out period - First-tier Reseller files claim within 31 calendar days of sell-out date to the end-user customer or to the Second-tier Reseller, and - Items in the claim sheet are clearly grouped per OPG identifier and bundles clearly identified. 5. End-user Verification 5.1 If Reseller is a Second-tier Reseller, Reseller agrees to promptly provide HP, at HP s request, the following information in order to enable HP to perform End-user Verification: - A copy of the end-user customer s purchase order, and Revision Date July 2005 Page 3/5
- Proof of delivery of Products to the end-user customer in the form of a signed proof of delivery (POD), invoices, payment transactions or other documents that substantiate that the products subject to Special Pricing were delivered, including the HP product numbers, serial numbers and quantities delivered. 5.2 If Reseller is a First-tier Reseller, Reseller agrees to promptly provide HP, at HP s request, the following information in order to enable HP to perform End-user Verification: - A copy of the Second-tier Reseller s purchase order, and - Proof of sale to the Second-tier Reseller and subsequent sale by the Second-tier Reseller to the end-user customer in the form of a signed POD, invoices, payment transactions or other documents that substantiate the Products were delivered to the named end-user customer, including the HP product numbers, serial numbers and quantities delivered. 5.3 Reseller may exclude information relating to its resale prices or to other vendors in any documents provided to HP pursuant to an HP request for End-user Verification. 5.4 Reseller will provide HP with the information specified in this Section 5 within 10 working days upon notification by HP. 5.5 At HP s request, Reseller will provide HP with a copy of the end-user customer s purchase order or other proof of ordering within 3 working days before order entry. 6. Non-Compliance 6.1 In the event that Reseller fails to comply with these Terms and Conditions for Special Pricing or with the terms of any OPG, HP reserves the right to: - Terminate any then existing OPGs in respect of Reseller, - Reclaim any Special Pricing discounts or rebates Reseller misused, - Exclude Reseller from HP s Special Pricing program, - Exclude Reseller from HP Channel Compensation programs, - Exclude Reseller from Business Partner Program, - Exclude Reseller from other HP channel programs, and - Take other legal action to recover damages. 6.2 If Reseller is an LSP or CDP, Reseller agrees to assign to HP any claims it may have against its Second-tier Reseller resulting from a breach by the Second-tier Reseller of its obligations under an OPG and to waive any further claims against its Second-tier Reseller in connection with the breach of the OPG. 7. Confidentiality Reseller agrees to treat the contents of all Quotations and OPGs as confidential information in accordance with the terms of the confidentiality provision in the Agreement. 8. Record-keeping and Audit Revision Date July 2005 Page 4/5
The Record-keeping and Audit provision of Reseller s Agreement with HP applies to all Special Pricing granted to Reseller under Quotations and OPGs. 9. Changes HP may change these HP Terms and Conditions of Special Pricing for Resellers at any time. Changes will be effective 30 days from the date they are posted on the HP Channel Partner Portal. Revision Date July 2005 Page 5/5