HP Special Price Agreements (OPG)

In order for Ingram Micro to continue processing your requests for special prices from HP, or for you to benefit from HP’s special price agreements (OPG) for end customers, and to ensure that both parties comply with HP’s guidelines for such agreements, the following terms and conditions apply. These provisions must be observed by you as a Reseller in order not to be deemed in violation of HP’s requirements.

1. HP’s special price agreements (OPG) are strictly conditional upon the products and quantities specified in the approved offer being shipped to the named end customer for their own use and not for resale. Should the end customer circumstances change during the validity of the special pricing, you are responsible for informing Ingram Micro and HP, and for submitting a request for amendments to the OPG.
    
2. Only products actually shipped to the end customer may form the basis for OPG claims. The special prices are approved for a specific end customer at a defined location and may not be applied to shipments to the same end customer at other locations than those described in the OPG. An end customer qualified under one framework price agreement cannot purchase under other special pricing agreements.
    
3. To ensure compliance with the above provisions, HP requires certain verification routines for end customers. Accordingly, certain checks will be performed before a transaction is approved, and you must provide verification information upon request.
    
4. Before ordering and after shipment of goods, you may be required to submit and confirm specific information relating o all OPG agreements and all rebate or discount agreements, both up-front and retrospective, in order to secure verification. The following information and confirmations must be provided (additional details may be requested):
   1. Evidence of an agreement with an end customer (e.g. a copy of a binding order from the end customer).
   2. Documented proof that the products and quantities sold have been delivered by you to the end customer. You must provide copies of delivery receipts, invoices to the end customer, or proof of payment transfers from the end customer to you. The documentation must include all product numbers, quantities ordered/claimed, the end customer named in the OPG, and the name of the company that sold the products to the end customer.
   3. Ingram Micro and HP reserve the right to independently assess whether delivery has been made to the specified end customer. You agree that Ingram Micro, HP, or a third party designated by them may perform on-site verification of deliveries/installation to the end customer.
   4. You are obliged to submit all required documentation to Ingram Micro, or to HP upon request, and otherwise cooperate to facilitate verification of compliance with these provisions.
   5. You must, upon request and within 20 business days, provide part or all of the above information to Ingram Micro or HP. Ingram Micro reserves the right to request such documentation up to 6 months from the OPG approval date. Such documentation must be retained by you and made available to Ingram Micro or HP upon request.
5. You are obliged to inform your customers (end customers) of the provisions and conditions applicable to OPG agreements. You are also required to comply with such provisions.
    
6. Based on the above, you warrant and undertake the following towards HP:
   1. The end customer named in your request or related OPG documentation is an actual end customer (as defined by HP).
   2. The end customer is a valid legal entity under the laws of the country to which you ship the products.
   3. The end customer has placed a valid order with you at the special prices granted by HP.
   4. The HP products will only be sold and delivered to the end customer specified in the documentation you submitted to Ingram Micro and/or HP.
7. You are obliged to record and maintain documentation of all transactions with end customers. As a minimum, the records must include original entries and details such as product numbers, serial numbers, descriptions, purchased quantities, shipped and sold quantities, customers (including end customers), supplier details (name, address, phone), purchase and sales dates, purchase and sales prices, and delivery address. The records must also include a specified list of products purchased from HP Partners and all third parties.
    
8. Ingram Micro may from time to time audit your OPG transactions conducted via Ingram Micro, and you undertake to cooperate fully and provide all necessary documentation and evidence to enable Ingram Micro, on behalf of HP, to verify compliance with HP’s OPG guidelines.
    
9. If you breach your undertakings under Clause 6, you shall indemnify and hold Ingram Micro harmless.
    
10. If you in any respect breach these provisions, HP’s OPG conditions, or the warranties in Clause 6, Ingram Micro or HP shall have the right to reclaim and invoice you in full for all discounts, rebates, and other benefits granted under each individual OPG from HP. You may also lose the right to receive OPGs or other special pricing agreements from HP in the future. This right of recourse applies not only to discounts but also to other payment terms related to HP incentive programs.
     
11. Ingram Micro or HP may at any time cancel or revoke an OPG without obligation to compensate you or your end customer if there are reasonable grounds to assume that the HP products subject to the OPG, contrary to your representation, will not be delivered to the end customer.
     
12. If you refuse or fail to provide required information and/or proof of purchase or delivery to the end customer, HP Partner may conduct a full audit of past claims under the audit provisions.
     
13. Ingram Micro has no obligation to offer HP OPGs, and should Ingram Micro decline to participate in such a program for your or your end customer’s benefit, this shall not give rise to claims for damages or compensation for any losses, whether direct or indirect, including but not limited to loss of business or profit.

These OPG terms and conditions are supplemental to Ingram Micro’s general terms and conditions of sale. In the event of a conflict between these OPG terms and conditions and Ingram Micro’s general terms and conditions, these OPG terms and conditions shall prevail.

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