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This Spares Agreement is made between Blue Coat Systems, Inc., 80 Central Street, Boxborough MA, 01719, USA (“Blue Coat”) and the company
named below, with its principal location at the address below (“Company”) and provides for the temporary consignment of the products identified
below (“Spares”) to Company under the following conditions:
Company:_________________________________________________________
Address:___________________________________________________________
1. This Spares Agreement is a supplement to the maintenance contract referenced below (the “Maintenance Contract”), which is itself subject to the standard
Blue Coat Maintenance Services Agreement available on the “Services” page of www.bluecoat.com. Its term ends immediately upon termination of the
Maintenance Contract, in accordance with its terms.
SERVICE CONTRACT NUMBER
PART NUMBER
SERIAL NUMBER(S)
SITE / LOCATION
CONTRACT START DATE
CONTRACT END DATE
2. Blue Coat will provide the following product spares (“Spares”) to Company:
PRODUCT (PN)
QUANTITY
SERIAL NUMBERS
UNIT PRICE
EXTENDED PRICE
Total
The Spares will be shipped ex-works from Blue Coat’s facility at Company’s expense. The Spares may be new or refurbished.
SPARES AGREEMENT
3. Company will warehouse the Spares at one or more installation sites
for immediate installation by an in-house Blue Coat-certified technician
when necessary in replacement of a non-functional Blue Coat product
owned by Company. Company agrees only to use a Spare to replace a
defective Blue Coat component that is covered under an existing Blue
Coat service agreement and diagnosed by Blue Coat as faulty, and for no
other purpose, without Blue Coat’s written consent. Before using a Spare,
Company agrees to contact Blue Coat customer support to open a service
request. If Blue Coat then diagnoses a component as faulty, Blue Coat
will issue an RMA. Customer will then be authorized to put the relevant
Spare into production and will take ownership of it. Blue Coat will then
replace the defective product with a new Spare that will be covered by
this Agreement. The defective product must be returned to Blue Coat in
accordance with the terms of the Maintenance Contract, as if the Spare
to be used were an advanced replacement product shipped under the
Maintenance Contract.
4. This Agreement does not entitle Company to any maintenance, support
or other services or any updates or new versions of the Spares. Blue Coat
may, however, at its discretion upgrade and/or replace the Spares, or add
Blue Coat-approved hardware, software and firmware modifications to the
Spares at no cost to Company in order to improve performance and/or
reliability.
5. The Spares shall at all times until an RMA is issued with respect to the
appropriate product (“Conversion Date”) remain the property of Blue Coat.
6. Blue Coat will retain all right, title and interest in and to a Spare until the
Conversion Date, and while a Spare is in the care, custody or control of
Company, Company agrees that it will:
›› take full responsibility for safeguarding the Spare;
›› maintain the Spare in its original packaging in a secure location in
compliance with Blue Coat storage and operating specifications with
proper inventory controls (part numbers, serial numbers, etc.) and
handling procedures to prevent damage;
DATASHEET
BLUE COAT SPARES AGREEMENT
DATASHEET
›› clearly mark the Spare as property of Blue Coat;
›› bear all risk of loss or damage to Spare;
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›› reimburse Blue Coat for the value of the Spare, at the applicable price set
forth above, if it is lost, stolen, or damaged;
›› not transfer or provide access to the Spare (or any software contained in
it) to any third party; and
›› not allow any security interest, lien, tax lien or other encumbrance to
be placed on any Spare (and Company will give Blue Coat immediate
written notice should any third party attempt to place or place any such
encumbrance).
7. At any time, immediately upon request of Blue Coat, Company shall ship
the Spares to Blue Coat at the address above at Company’s expense,
with the Company retaining risk of loss in transit. Company shall return
the equipment in good working order, given allowance for normal use.
Blue Coat may also charge Company for repairs required to be made to a
returned Spare that was damaged while in Company’s custody.
8. In the event that Company does not comply with its obligations in Section
6 above, Blue Coat may issue an invoice for such Spares at the price
indicated above, following written notice of its intention to do so and the
passage of at least five (5) days without the breach of Section 6 being
cured. Company hereby agrees to make payment against such invoice
within thirty (30) days of receipt, even in the absence of a purchase order
being issued by Company, regardless of any standard internal Company
purchasing process.
Blue Coat Systems Inc.
www.bluecoat.com
9. Company hereby acknowledges that the Spares are subject to export
controls under the laws and regulations of the United States. Company
agrees to comply with all laws and regulations governing the use, export,
re-export, and transfer of the Spares and will obtain all U.S. and local
authorizations, permits, or agreements required pursuant to such laws and
regulations. Company specifically represents and warrants that it will not
export or re-export the Spares to any country to which the United States
has embargoed or restricted the export of goods or services, including but
not limited to Cuba, Iran, North Korea, Sudan, or Syria, nor to nationals of
those countries, nor to any other restricted destinations or persons.
10.This Agreement contains the entire understanding of the parties with
respect to the subject matter herein and merges all prior discussion
between them. No modification or amendment to this Agreement shall
be effective unless in writing and signed by authorized representatives
of the parties. Neither party is bound by any provision of any purchase
order, receipt, acceptance, confirmation, correspondence, or otherwise,
unless the parties specifically agree to the provision in writing. Company
may not assign its rights or obligations under this Agreement without the
prior written consent of Blue Coat. This Agreement will be governed by
laws applicable in the Commonwealth of Massachusetts, excluding any
provision subordinating Massachusetts’ law to laws of any other state.
11.By his or her signature below, the individual executing this Spares
Agreement certifies that he/she has the appropriate authority to bind the
Company in accordance herewith.
COMPANY:___________________________________________________________
BLUE COAT SYSTEMS, INC._______________________________________________
AUTHORIZED SIGNATURE:________________________________________________
AUTHORIZED SIGNATURE:________________________________________________
NAME (PRINTED):______________________________________________________
NAME (PRINTED):______________________________________________________
TITLE:______________________________________________________________
TITLE:______________________________________________________________
DATE:______________________________________________________________
DATE:______________________________________________________________
Corporate Headquarters
Sunnyvale, CA
+1.408.220.2200
EMEA Headquarters
Hampshire, UK
+44.1252.554600
APAC Headquarters
Singapore
+65.6826.7000
© 2013 Blue Coat Systems, Inc. All rights reserved. No part of this document may be reproduced by any means nor translated to any electronic medium without the written consent of Blue Coat Systems, Inc. Information contained in this document is believed
to be accurate and reliable as of the date of publication; however, it should not be interpreted to be a commitment on the part of Blue Coat, and Blue Coat cannot guarantee the accuracy of any information presented after the date of publication. This document
is for informational purposes only. Blue Coat makes no warranties, express, implied, or statutory, as to the information in this document. The information contained in this document was developed for products and services offered in the U.S. Blue Coat may
not offer the products, services, or features discussed in this document in other countries. Consult your local Blue Coat representative for information on the products and services currently available in your area. Blue Coat products, technical services, and any
other technical data referenced in this document are subject to U.S. export control and sanctions laws, regulations and requirements, and may be subject to export or import regulations in other countries. You agree to comply strictly with these laws, regulations
and requirements, and acknowledge that you have the responsibility to obtain any licenses, permits or other approvals that may be required in order to export, re-export, transfer in country or import after delivery to you. Blue Coat may have patents or
pending patent applications covering subject matter described in this document. The furnishing of this document does not give you any license to these patents. Blue Coat, ProxySG, PacketShaper, CacheFlow, IntelligenceCenter and BlueTouch are registered
trademarks of Blue Coat Systems, Inc. in the U.S. and worldwide. All other trademarks mentioned in this document are the property of their respective owners. v.DS-BLUECOAT-SPARES-AGREEMENT-EN-v2a-0513