Data Select Limited Google Authorised Reseller Agreement

Data Select Limited Google Authorised Reseller Agreement

Product Warranty & Returns Terms Schedule

In respect of each Product, either Option 1 – Warranty Repair/Replacement Process or Option 2 – Returns Allowance Process (in each case as set out below) will apply, as specified in the relevant Product Exhibit.

The provisions set out in this Schedule set out Reseller’s sole and exclusive remedy for remorse returns and faulty and defective Products. Unless stated otherwise, Reseller is responsible for all shipping and transport costs contemplated in this Schedule.

Option 1 – Warranty Repair/Replacement Process

1. Definitions

In this Schedule:

(i) “Defect” means, with respect to a Product, a defect or fault that materially impairs the functionality of that Product, and “Defective” shall be construed accordingly.

(ii) “Warranty Period” means whichever is the shorter of: (i) the period of 27 months commencing on the date of delivery of the relevant Product by Google to Data Select; and (ii) the date that is 24 months after the date of purchase of the relevant Product by an end consumer/user if supported by proof of purchase.

(iii) “In–Warranty Return” means Products that are Defective, and in respect of which Reseller notifies Google prior to the end of the Warranty Period, but excluding those Products that are Defective as a result of a Warranty Exclusion.

(iv) “Out Of Warranty Return” means Products returned other than in connection with an In-Warranty Return, including where Reseller notifies Data Select of an issue after the end of the Warranty Period.

(v) “Warranty Exclusion” means a Defect arising: (i) outside the Warranty Period; and/or (ii) from one of the exclusions set out in the GARA or from any normal wear and tear, accident, misuse, neglect, disassembly, alterations, servicing other than by Google authorised technicians, and external causes including, water damage, anomalies in the electrical current supplied to the device, and extreme thermal or environmental conditions.

2. In-Warranty Returns

Consumer Returns

Reseller will provide Customers with a replacement unit for faulty Product from its own stock or will issue Customer with a credit note or refund in each case in accordance with applicable law. For DOA (as defined below) Products which are Defective within the Warranty Period and within the first 30 days of purchase by a Customer) failures, Reseller will ensure that replacement units are new units.

During the warranty exchange process, Reseller will, and will procure that Reseller Authorised Resellers will, collect IMEI ID (or alternative unique identification number requested by Data Select) of both damaged/faulty and replacement devices and transmit it to Data Select along with stated failure reasons from Customer.

Reseller Returns

Reseller may only return Defective Product to Data Select, and solely if it complies with the following provisions:

(i) Reseller will comply with Data Select’s applicable return merchandise authorization (“RMA”) process.

(ii) Reseller will pay any shipping and export fees incurred for shipment to Data Select.

(iii) Reseller will ensure that each RMA shipment does not exceed 300 Defective units per shipment and is a minimum of 30 Defective units per shipment.

(iv) Reseller will return with the Product any accessories that may be implicated in or related to the Defect.

(v) Data Select will use its reasonable endeavours to repair or replace the In-Warranty Return Defective Products within 14 Business Days from the date of receipt of the Products at the relevant service/repair centre.

(vi) Data Select will provide “device only” replacements (replacements will not include any chargers, accessories, manuals or any other materials) unless: (i) the Defect is in the accessories or the accessories are implicated in and/or related to the Defect, in which case the replacement may include the accessories; or (iii) otherwise mutually agreed by both parties.

(vii) In a disagreement over a Defect exists, Google’s testing and diagnostics will be conclusive.

3. Dead on Arrival Product

A Dead on Arrival Product (“DOA”) is defined as being a Product which becomes Defective within thirty (30) calendar days after the date of purchase by the Customer, other than due to a Warranty Exclusion.

At Reseller’s request, following return of the relevant DOA Product to Data Select in accordance with Section 2 (Reseller Returns) above, provision by Reseller to Data Select of the Customer’s proof of purchase and confirmation by Data Select of the DOA status against Google’s DOA criteria (as well as Google’s issuance of a credit to Data Select in relation to the same), Data Select will issue a credit for the Purchase Price paid by Reseller for the Product.

Reseller will return any DOA Product to Data Select within 30 calendar days after receiving the applicable Product from the Reseller Authorised Reseller.

4. No Fault Found and Out of Warranty Returns.

A Product is considered No Fault Found (“NFF”) in circumstances where Data Select can provide reasonable evidence that a Product returned by Reseller to Data Select is not Defective. For such purposes any determination by Google that a Product is NFF or an Out of Warranty Return shall be conclusive and binding on the Reseller. Reseller will screen out NFF and Out of Warranty Returns Product, however if there are any NFF or Out of Warranty Returns returned to Data Select by Reseller then any NFF or Out of Warranty Return repairs will be charged back to Reseller by Data Select at Google’s then-current rates (such rates as at the date of this GARA being as set out below):

(a) Any NFF or Out of Warranty Return repairs will be charged back to Reseller under the price list set out in Table 1 below and Reseller will pay such charges within 21 calendar days of receipt of Data Select’s invoice. For NFF or Out of Warranty Return Products returned by Data Select to Reseller:

(i) as-is, only the specified handling fee will apply; or

(ii) repaired by Google/Data Select, both the specified handling fee and repair fee will apply.

(b) Any shipment fees applicable to NFF and Out of Warranty Returns sent by Reseller will be included in the handling fee.

Table 1

Fees applicable NFF and Out of Warranty ReturnsFee
Handling Fee for Out of Warranty Returns / NFF unitsGB £15.00/unit
Fee for repair of Out-of-Warranty Return GB £259.00/unit
Fee for repair of NFF unit GB £209.00/unit

Option 2 – Returns Allowance Process

A. Customer Returns

Reseller must redirect Customers who have purchased Products through Reseller’s or a Reseller Authorised Reseller’s channel back to point of purchase for processing any returns as a result of Customers exercising withdrawal rights under the Consumer Rights Directive 2011/83/EC (“Right to Withdraw Returns”), Product defects or any other claims (save for claims by Customers under any Product warranty provided by Google directly to Customers).

In respect of faulty Product returns or Right to Withdraw Returns brought to Reseller by Customers or Reseller Authorised Resellers, Reseller will provide Customers or its Reseller Authorised Resellers with a replacement Product from its own stock or will issue a credit note or refund, in each case in accordance with applicable law.

Reseller will not refer Customers to or encourage them to claim under any other Warranty. Reseller is not obliged to perform any failure testing but if requested by Data Select or Google, will provide to Data Select or Google (as the case may be) the IMEI (or other details requested by Data Select/Google) and any fault description from the Customer.

B. Returns Allowance

For each unit of Product purchased by Reseller, Data Select will pay Reseller a returns allowance equal to the percent of the Purchase Price specified in the Product Exhibit relating to that Product as at the time of purchase of that Product from Data Select (the “Returns Allowance”). Reseller shall submit all POs pursuant to Data Select net of any Returns Allowance. The Returns Allowance is in lieu of all warranties and conditions given by Data Select relating to the Products. Reseller shall not return any Products to Data Select unless expressly permitted under the Product Exhibit. Reseller’s sole remedy (and Data Select’s sole liability) in respect of any Product defect or return shall be the Returns Allowance.

C. Review of Returns Allowance

Data Select agrees to amend any Returns Allowance in conjunction with any amendment to the same agreed by Data Select and Google in relation to the supply of Products by Google to Data Select.

D. Treatment of Returned Products

If any Product unit returned to Reseller or a Reseller Authorised Reseller remains in its original, unopened and undamaged packaging, Reseller/Reseller Authorised Reseller may resell such returned unit in accordance with this Agreement.

Reseller may not, and shall procure that each Reseller Authorised Reseller shall not, directly or indirectly sell any Products returned to it which are not still in their original, undamaged and unopened packaging (“Opened Units”).

If the applicable Product Exhibit states that the Product should not be returned to Data Select, then Treatment of Opened Units – Part A (Destruction) below shall apply in respect of all Opened Units. If the applicable Product Exhibit states that the Product shall be returned to Data Select, then Treatment of Opened Units – Part B (Return) below shall apply in respect of all Opened Units.

Data Select will not issue any credit or make any payment to Reseller for any Opened Units destroyed or returned to Data Select under this Section D.

Treatment of Opened Units – Part A (Destruction)

Reseller shall in respect of all Opened Units:

a) where the Product has functionality to enable a “factory reset” perform a “factory reset” or if Datta Select notifies Reseller that Google has in place a technical process to remove all data from Opened Units, Reseller shall, and shall procure that Reseller Authorised Resellers shall, implement such process in respect of all Opened Units in accordance with the instructions given by Google to Data Select; and

b) destroy all Opened Units in accordance with the following:

(i) where the Product has functionality to enable a “factory reset”, Reseller will, and will procure that Reseller Authorised Resellers will, perform a “factory reset” on such Opened Units, or implement such other technical process notified to it by Data Select;

(ii) Reseller will ensure, and will procure that Reseller Authorised Resellers will procure, that Opened Units are kept secure until they are destroyed;

(iii) Reseller will carry out, and will procure that Reseller Authorised Resellers will carry out, such destruction and any associated, transportation and disposal (including all waste) in compliance with all applicable laws;

(iv) at Data Select’s request, Reseller will, and will procure that Reseller Authorised Resellers will, promptly provide Data Select a report identifying all Opened Units including their applicable serial number; and

(v) At Data Select’s request, Reseller will, and will procure that Reseller Authorised Resellers will, provide Data Select (and if requested, Google) a certificate evidencing destruction, transportation and disposal of Opened Units in accordance with the provisions of this Schedule.

Treatment of Opened Units – Part B (Return to Google)

Reseller shall, and will procure that Reseller Authorised Resellers will, in respect of all Opened Units:

a) Follow the process set out above in at Part A (Destruction) a);

b) Consolidate all such Opened Unit returns until they reach a 30 unit threshold or until 1 month has elapsed since the previous consolidation, whichever happens earlier;

c) Request a return merchandise authorization via Data Select and at Reseller’s expense ship all Opened Units to Data Select/Google’s service provider in bulk DDP (Incoterms 2010) following the guidelines in Data Select (and to the extent applicable Google’s) applicable RMA process. Reseller must return all the Opened Units to Data Select (and to the extent applicable Google’s) service provider within 30 days of receiving such units and will return all the original accessories and packaging with the Opened Units.

d) Provide a weekly returns report to Data Select detailing all Opened Units (setting out which are faulty and which are non-faulty remorse returns).