Lenovo Sales Agreement
Unless there is an agreement in place between Lenovo and Customer, this Agreement, including associated warranty statements, license agreements, and any applicable attachments, is the sole and complete agreement between Customer and Lenovo regarding the Products or Services purchased hereunder. Any additional or different terms in any order or communication from Customer shall not be binding on Lenovo unless signed by an authorized representative of Lenovo.
Products and Services purchased on Lenovo’s website, Lenovo.com, are for Customer’s own use and not for resale. Lenovo reserves the right to refuse or cancel orders if Lenovo suspects Customer is purchasing Products and Services for the purpose of reselling them.
Customer accepts the terms of this Agreement by clicking to accept these terms when ordering online or, when ordering by any other means, by opening the package containing the product. A Product or Service becomes subject to this Agreement when Lenovo accepts Customer’s order by shipping the hardware Product or making the software Product available to Customer; or providing the Service. Confirmation of receipt of Customer’s order shall not mean Lenovo has accepted Customer’s order.
1. Definitions
1.1 Product shall mean any Lenovo branded or third party hardware or software that Lenovo provides to Customer under this Agreement. Hardware products include computers and accessories. Software products include computer software programs (whether pre-loaded or provided separately) and related licensed materials such as documentation.
1.2 Service is the performance of a task; provision of advice or assistance; or access to a resource such as access to an information data base that Lenovo makes available to Customer.
2. Prices, Payment, and Errors
2.1 Except for credit or debit card transactions, or if not paid in advance of shipment, payment is due upon receipt of invoice. Any amounts not received by Lenovo within thirty (30) days of receipt of invoice shall be overdue. Customer shall pay a late payment fee of the lesser of one and one half (1.5%) percent per month or the maximum rate permitted by law on the undisputed overdue balance of the invoice amount. Customer shall pay any applicable sales, use or similar taxes, fees or duties unless Customer provides exemption documentation to Lenovo. Customer is responsible for taxes, if any, on Products from the date Lenovo ships them to Customer or on Services, on the date the Services are provided by Lenovo. No other discounts, quantity entitlements, or promotions apply unless agreed in writing by Lenovo. Delivery charges, if applicable, will be as specified in an invoice.
2.2 If Lenovo makes an error in pricing information and/or a typographic error, Lenovo may nevertheless refuse or cancel an order placed for a Product or Service quoted at such price or described in error, even if Lenovo has confirmed the receipt of Customer’s order or charged Customer’s credit or debit card. If Lenovo has charged Customer’s credit or debit card, Lenovo will issue a credit to Customer’s credit or debit card account in the amount of the charge.
3. Electronically Delivered Software Products.
In the case of electronically delivered software Products, Customer will receive an email with an activation key and download link. Customer shall be responsible for downloading the software Product and bear risk of loss relating thereto, including the failure of a computer, hard drive, or internet connection. Internet or other connection charges in connection with the download, access, and use of the software Product shall be Customer’s sole responsibility.
4. Returns
If Lenovo ships the wrong Product or makes an error in configuration of the Product ordered, Customer may return or exchange a Product in its original package to Lenovo for a full refund. Customer may only return the entire Product or all such Products for a refund. Returns allowed for any other reason will be subject to a restocking fee in the amount of 15% of the price paid and return shipping and handling fees. For purchases from Lenovo.com, all requests for returns must be submitted within 30 calendar days from the date of invoice. For purchases from Lenovo Outlet.com, all requests for returns must be submitted within 14 calendar days from the date of invoice. Partial refunds or credits for Products, including installation of software Product options; or quantities of Products that are not separately priced, are not available to Customer for return. In order to return a Product, Customer must contact Lenovo to obtain an RMA (Return Merchandise Authorization). Any authorized return must include the Product and all accessories in their original packaging, along with all documentation (i.e. invoice, RMA and original shipping label). It must be received at the Lenovo National Return Center within ten (10) calendar days of issuance of the RMA. Returns on any other basis may be refused by Lenovo. Customer assumes risk of loss and damage for Products returned without an RMA. Upon receipt of your returned Product, Lenovo will issue a credit or refund of the purchase price paid, less return shipping and handling fees and any applicable restocking fees.
Software Products acquired separately from a hardware Product may not be returned unless media-based software is unopened and still in its sealed package or, if delivered electronically, software that you have not accepted the terms of the software license. Customer may return the software Product in such an event within 30 calendar days of the date of invoice and receive a refund or credit in the amount of the price paid. For return of electronically delivered software Products, Customer shall provide a letter of destruction to Lenovo, in a form provided by Lenovo, confirming the software Product has been uninstalled and destroyed.
5. Warranties
5.1 Lenovo hardware Products are warranted in accordance with the Lenovo Limited Warranty accompanying each Lenovo hardware Product or as found at: https://support.lenovo.com/us/en/documents/ht100140, incorporated herein by reference. The Lenovo Limited Warranty applies only to Lenovo hardware Products purchased for Customer’s own use and does not transfer upon resale.
5.2 LENOVO MAKES NO OTHER WARRANTIES FOR LENOVO HARDWARE PRODUCTS, AND LENOVO MAKES NO WARRANTIES FOR SOFTWARE, SERVICE, SUPPORT OR THIRD PARTY PRODUCTS. SUCH SOFTWARE, SERVICE, SUPPORT AND PRODUCTS ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. SOME STATES DO NOT ALLOW LIMITATIONS OF WARRANTIES, SO THESE LIMITATIONS MAY NOT APPLY TO CUSTOMER. THIRD PARTY PROVIDERS OF SOFTWARE, SERVICES, PRODUCTS AND SUPPORT MAY PROVIDE WARRANTIES TO CUSTOMER.
6. Title and Risk of Loss
6.1 Lenovo transfers title to hardware Products to Customer upon delivery to Lenovo’s designated carrier. Lenovo does not transfer title to Programs.
6.2 Lenovo shall bear the risk of loss or damage to hardware Products until they are delivered to Lenovo’s designated carrier for shipment to Customer. Thereafter, Customer assumes risk of loss or damage. Hardware Products will be covered by insurance, arranged and provided by Lenovo for Customer, covering the period until they are delivered to Customer.
7. General
7.1 Customer Information. Lenovo and its affiliates may store, use and process contact information and other information about Customer, including name, phone numbers, addresses, and e-mail addresses, necessary to perform under this Agreement, including but not limited to warranty service. Such information will be processed and used in connection with this Agreement and the Products or Services. It may be transferred by Lenovo to any country where Lenovo does business; and may be provided to entities acting on Lenovo’s behalf in relation to this Agreement and the Products or Services. Lenovo may also disclose such information where required by law.
7.2 LIMITATION OF LIABILITY. IN ANY ACTION UNDER OR RELATED TO THIS AGREEMENT, LENOVO SHALL NOT BE LIABLE TO CUSTOMER FOR ANY OF THE FOLLOWING EVEN IF INFORMED OF THEIR POSSIBILITY OR NOT AND WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE: 1) THIRD-PARTY CLAIMS FOR DAMAGES; 2) LOSS OF, OR DAMAGE TO, DATA; 3) SPECIAL, INCIDENTIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES; OR 4) LOSS OF PROFITS, BUSINESS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS. AS SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SOME DAMAGES, THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO THIS AGREEMENT. EXCEPT FOR BODILY INJURY (INCLUDING DEATH) AND DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY, LENOVO SHALL NOT BE LIABLE FOR MORE THAN THE AMOUNT OF ACTUAL DIRECT DAMAGES SUFFERED BY CUSTOMER, UP TO THE AMOUNT CUSTOMER PAID FOR THE PRODUCT OR SERVICE.
7.3 Force Majeure. Lenovo shall not be liable to Customer for any failure or delay in the performance of its obligations hereunder, to the extent such failure or delay is caused by fire, flood, earthquakes, other elements of nature; acts of war; terrorism, riots, civil disorders, rebellions or revolutions; epidemics, communication line or power failures; governmental laws, court orders or regulations; or any other cause beyond the reasonable control of Lenovo.
7.4 Product Changes. Lenovo may change or discontinue Products at any time. In such event, Lenovo may fulfill Customer’s order with a Product that has the functionality and performance as the Product ordered by Customer.
7.5 Export. All Products purchased under this Agreement are only for use in the United States and are subject to the export regulations of the United States. Customer shall comply with United States’ export regulations.
7.6 Governing Law. This Agreement and all orders issued hereunder shall be governed by the laws of the State of New York, without regard to its conflict of law principles. Neither party may bring an action arising out of or related to this Sales Agreement more than two (2) years after the cause of action arose.
7.7 Individual State Disclosures. THIS SECTION ONLY APPLIES TO SALE OF PRODUCTS OR SERVICES TO CONSUMERS
IN NEW JERSEY: The parties expressly agree that the limitation of warranties in Section 5.2 and the limitation on liability in Section 7.2 of this Agreement, as modified by this Section 7.7, are intended to be as broad and inclusive as is permitted by the law of the State of New Jersey and that if any portion thereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full force and effect. Notwithstanding any language in Section 7.2 of this Agreement to the contrary, Lenovo agrees that the limitation on liability for actions under or related to this Agreement will not apply to claims brought by New Jersey consumers for damages caused by Lenovo’s intentional, reckless or grossly negligent conduct. If one or more other provisions of this Agreement are deemed to be illegal or unenforceable under New Jersey law, the remainder of this Agreement shall be unaffected and shall continue to be fully valid, binding and enforceable to the fullest extent permitted by law.