______________________________________________________________________
Company name
Will you be reselling the products you will purchase from Ingram Micro? Yes No
If “ No “, stop here:
Ingram Micro’s position in the industry is as distributor/wholesaler. Because of commitments we have made to our vendors and customers, we can only sell our products to Resellers. If you will not be reselling the product you are intending to purchase from Ingram Micro, we will not be able to establish an account relationship at this time.
Exact name of Company (please include legal entity)
Full Postal Address
Telephone number
VAT Number (EC customers only)
Shipping Address (if different)
Contact (Name/Title)
Preferred Currency
Fax number
Registration No. (Chamber of Commerce / Companies House)
Email:
Name
Address
Account No.
Managing Director
Name
Phone (direct)
Branch ID / Swift Code
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Hewlett Packard Seagate
Compaq
Toshiba
Samsung
Kyocera – Mita
Acer
Dell
Apple
Lexmark
Adobe
Logitech
Labtec
Novell
Symantec
Panasonic
Belkin
Imation
Adobe
Philips
Minolta - QMS
Benq
Creative
Infocus
Lite On
Fujitsu Siemens Epson
Intel Canon
IBM
Sony
Kingston
3Com
Microsoft
US Robotics
Palm
Plextor
Trust
Guillemot
Nortel Networks Sharp
Cisco Fellowes
LG
NEC
MAG
Video Seven
Viewsonic
Iomega
Printers/scanners
Telecommunication
Networking
Optical media
PC Cases
PC Stand Alone
Notebooks
Storage
Hard drives
Graphic Cards
PC Server
Software/licenses
Digital Video
Monitors
Gaming / add-ons
A-Open
Packard Bell
Targus
Xerox
Multimedia
PDA / Handheld
Services
Consumables
Services
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If “ No “ – please go to page 6
( Completing the Credit Questionnaire is not mandatory if “No”.)
If “ Yes “ -please also complete the Credit Questionnaire below
Have you traded with us before? Estimated monthly purchases
If yes, please state Account No.
Name of Parent Company
Address
Number of Employees
No Yes
Amount Credit Limit requested Are you a subsidiary?
If yes, please give details
of parent company
Date Established
Business Activity
Name
Phone (direct)
Name
Phone (direct)
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SMB _____% Large corporate _____% Government agencies/Administration _____%
- Please provide us with your latest audited accounts
- Please provide us with the Articles of Association
Last year figures (in local currency)
Sales
Profit
Current Assets
Net worth
EBITDA
Intangible Assets
Current Liabilities
EBITDA Sales
Profit
Current Assets
Net worth
Comments;
Intangible Assets
Current Liabilities
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If “ No “ – please read pages 8 and 9 and complete Page 10
( Completing the Reseller Questionnaire is not mandatory if “No”.)
If “ Yes “ -please also complete the Reseller Questionnaire below
As a reseller applicant that intends to import or export product purchased from Ingram Micro, we request that you provide the following, additional business information so that we can process your application in a thorough and timely manner. Please answer all questions. To avoid delays in processing your application, type or print all information legibly.
1. List the specific name of the countries where you market and resell Ingram Micro products. Do not list only by region. For example, list Malaysia, Jordan not Asia or
Middle East.
2. Provide a general list of the products you intend to purchase from Ingram Micro for resale to your customers:
3. Do you have a full or partial ownership of any additional business?,
Yes No
If yes, list business name and countries where located (do not use abbreviations):
4. Have you exported technology or computer products prior to contacting Ingram
Micro? Please rank your level of experience with exporting. (Check the appropriate box)
Long-term medium minimum none
Check all of the following items that best describes your customer base. 5.
___ Wholesale Distributor
___ Manufacturers
___ Computer Superstores
___ VAR/Systems Consultants
___ Warehouse Clubs
___ Mass Merchants
___ Consumer Electronics
___ Office Supply Stores
___ Direct Marketers
___ Internet Service Providers
___ Telecommunications
___ Retail Distributors
___ Home-Users/Consumers
Other:________________
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Do you intend to resell Ingram Micro products to government agencies? 6.
Yes No
Comments:
7. Please provide the name, phone number, fax number and e-mail address of the person who is most knowledgeable about international trade compliance in your company.
Contact Name: Contact Phone Number
E-Mail Address Fax Phone Number
As an outreach to our customers who resell technology and computer products, this information sheet is intended to make you are aware of important trade compliance regulations. The information provided below is primarily related to the U.S. Dept. of Commerce, Export
Administration Regulations. To insure you understand the regulations of your specific country, please consult with the appropriate local trade compliance agency. It is the responsibility of the
Reseller to ensure that its resale transactions do not violate the export control regulations enacted by U.S., EU, or local government law.
The level of control applied to a transaction is determined by the government-designated classification of the product in combination with the country of destination. Based on the product classification, certain technology, computer and telecommunication products may require formal export license approval as defined within the scope of the applicable regulations.
These types of products include but are not limited to:
Hardware, software and technology products with high levels of encryption functionality.
Certain network infrastructure products such as high-end routers or switches designed for high volume communications.
Products exported to foreign government end-users.
Certain network infrastructure products exported to foreign telecommunications companies and Internet Service Providers (ISP’s).
Products purchased from Ingram Micro must not be sold to any person, entity or business listed on any of the denial lists published by authorities governing the transaction including the local government. It is illegal for a U.S. company or its foreign subsidiaries to conduct export business with a company or individual listed on the U.S. Government's Table of Denial Orders, Entity List,
Specially Designated Nationals List or the Debarred List.
You may not, without a license, export or re-export Ingram Micro products to embargoed destinations and terrorists supporting countries identified as Cuba, Iran, North Korea, Libya, Sudan and Syria. For further information contact the nearest U.S. Embassy or Consulate.
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Non-Proliferation Screening is based on detailed regulations covering product end-use and enduser activities. Non-Proliferation Screening has been enacted to insure that resale transactions do not involve:
Prohibited nuclear end-uses and/or end-users without proper licensing authority issued by the
U.S. Government, appropriate EU governing body, or local government.
Prohibited missile end-uses and/or end-users without proper licensing authority issued by the
U.S. Government, appropriate EU governing body, or local government.
Prohibited chemical and biological weapon end-uses and/or end-users without proper licensing authority issued by the U.S. Government, appropriate EU governing body, or local government.
You may not, without a license, knowingly resell any item to end-users involved in proliferation activities. Although most of the products that Ingram Micro offers for resale can be legally exported to most destinations, it is illegal to make products available to end-users engaged in the proliferation of nuclear, chemical or biological weapons, or in missile technology development.
Diversion Risk screening is designed to help the Reseller avoid a violation of any part of the applicable governing trade regulations. The Reseller is prohibited from proceeding with an export transaction, re-export or transfer of the item, if the person or firm has knowledge that a violation of the export control regulations has occurred, is about to occur, or is intended to occur in connection with the item. A firm may not export, re-export or transfer an item if they have knowledge that the customer will re-export or transfer that item without the proper licensing authority. It is illegal to knowingly make products available to persons or front companies who intend to divert products to unauthorized destinations, end-users or end-uses.
The Country Group D list identifies countries where the U.S. has national security or proliferation concerns based on activities including but not limited to nuclear proliferation, missile technology development, and chemical and biological weapons development. Based on these concerns, the
U.S. Government restricts exports or re-exports that would make a material contribution to any of these activities in Group D Countries. Depending on the Export Control Classification Number assigned to the product, certain technology, computer and telecommunication products may require a formal export license approval from the Bureau of Export Administration. The Country
Group D list is available in Supplement No. 1 to Part 740 of the Export Administration Regulations.
For further information contact the nearest U.S. Embassy or Consulate.
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We have answered the questions in this Reseller Application with the correct information. We have also read the pages 6 and 7 of this application and we agree with the text and acknowledge the restrictions made to resale of the products acquired by our company from Ingram Micro. In particular we commit ourselves not to sell products bought from Ingram Micro to countries, companies or for purposes in breach of any export control regulation enacted by the United States of America, the
European Union or a Local Government Law.
We agree to notify Ingram Micro B.V. immediately and in writing if we intend to start export activities to countries outside the EU, EEA and Switzerland, if these activities are not part of our current business and/or if we intend to sell to countries, companies or for purposes in breach of any export control regulation enacted by the United States of America, the European Union or a Local
Government Law.
In any case, we agree to indemnify Ingram Micro and/or its affiliates and to hold them harmless in case of a claim against Ingram Micro or one of its affiliated companies because of a breach of any export control regulation enacted by to countries, companies or for purposes in breach of any export control regulation enacted by the United States of America, the European Union or a Local
Government Law.
We agree to immediately notify Ingram Micro of any changes in ownership of our business or any other relevant change in the management/finance area of our business as set forth, herein by certified mail to Ingram Micro B.V. in Nieuwegein, The Netherlands.
Company Name
Company Officer Signature
Company Officer Title
Print Name
Date
* Without this information we cannot set up your account
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IM agrees to supply and the purchaser agrees to purchase Products described in IM’s current comprehensive catalogue, subject to the present terms and conditions. These terms and conditions shall supersede any terms and conditions on any purchase order form to IM from purchaser.
No variations to these terms and conditions shall be binding unless agreed in writing between the authorized representatives of IM and the purchaser.
1. DEFINITIONS / INTERPRETATION
In these terms and conditions
“
IM
” shall mean INGRAM MICRO BV with registered offices.
“
Purchaser
” shall mean the physical or legal person who accepts a quotation of IM for the sale of
Products or whose order for Products is accepted by
IM;
“
Products
” are the goods (including any installments of the Products or any parts for them), which IM is to supply in accordance with these conditions;
“ Conditions ” shall mean the standard terms and conditions of sale set out in this document and
(unless the context otherwise requires) include any special terms and conditions agreed in writing between IM and the purchaser.
The headings in these Conditions are for convenience only and shall not affect their interpretation.
IM is a part of Ingram Micro’s European network of
Ingram Micro companies. This may have as a consequence that Products will be shipped from a warehouse in another country. If the purchaser receives the Products from another country with shipment documents and terms and conditions in a foreign language, it is agreed that the present
Conditions shall apply and supersede any other conditions presented.
2. OFFERS; PRODUCT AND PRICE GUIDE
The purchaser shall be responsible to IM for ensuring the accuracy of the terms of any order.
Information on weight, dimensions, capacities, etc. in catalogues and product guides issued by IM are to be considered instructive; they are only valid if referred to in offers or quotations from IM.
IM reserves the right to make any changes in the specification of the Products which are required to conform with any applicable safety or other statutory requirements which do not materially affect the quality or performance of the Products.
All Products delivered to the purchaser hereunder are for resale only and shall not be used for the internal business purposes of the purchaser, or any parent, subsidiary, or affiliate of purchaser.
3. ORDERS
By ordering the purchaser accepts the quantity and descriptions of the Products given in IM’s quotation
(if accepted by the purchaser) or the purchaser’s order (if accepted by IM).
No order accepted by IM may be cancelled by the purchaser except with IM’s prior written approval and on terms that the purchaser shall indemnify IM in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by IM as a result of cancellation.
If IM’s quotation differs from the purchaser’s order the purchaser can reject the quotation within 3 days after reception of the quotation.
All prices quoted are valid for 30 days only or until earlier acceptance by the purchaser after which time they may be altered by IM without giving notice to the purchaser.
The quoted price includes all custom duties, taxes, costs of normal packaging etc. but is exclusive of the cost of delivery and any applicable VAT which the purchaser will be additionally liable to pay to IM.
Quoted price does not include assembly, configuration or instruction services.
Agreed discounts or price decreases offered a particular purchaser are only valid if payment is made on due date
IM can change prices by written notice, due to changes in custom duties, taxes, vendor prices, foreign exchange fluctuations, currency regulations and other factors beyond IM’s control, until the moment of delivery but before the Products have been made available for the purchaser.
5. TERMS OF PAYMENT
Unless IM has previously agreed in writing with the purchaser that the Products shall be supplied on credit, payment for the Products shall be made in full by the purchaser with the purchaser’s order or with the purchaser’s acceptance of IM’s quotation.
The time of payment of the price shall be an essence of the contract. If the purchaser fails to make a payment on the due date then without prejudice to any other right or remedy available to
IM, IM shall be entitled to: a) cancel the contract or suspend any further deliveries or suspend any services to the purchaser; b) appropriate any payment made by the purchaser to such of the Products as IM may think fit
(notwithstanding any purported appropriation by the purchaser); c) charge the purchaser interest (both before and after judgment) on the amount unpaid at the rate of
2% per annum (or according to national provisions) until payment in full is made such interest being calculated on a daily basis.
The purchaser is obliged to pay the price even though the Products are maintained to be defective by the purchaser; in such cases the price shall be deposited in IM’s bank for the benefit of IM until the claim has been decided upon by a court or been reconciliated by the parties.
IM may cancel any contractual or non-contractual relationship with the purchaser if (i) the purchaser makes any voluntary arrangements with its creditors or becomes subject to an administration order or
(being an individual or firm) bankrupt or (being a IM) goes into liquidation otherwise than for the purposes of amalgamation or reconstruction, (ii) an encumbrance takes possession or a receiver is appointed of any of the property or assets of the purchaser or (iii) the purchaser ceases or threatens to cease carrying on business or (iv) IM reasonably apprehends that any of the events mentioned above is about to occur in relation to the purchaser and notifies the purchaser accordingly.
If the clause above applies then, without prejudice to any other right or remedy available to IM, IM shall be entitled to cancel the contract or suspend any further deliveries or services under the contract without any liability to the purchaser; if the Products has been delivered and not paid for then the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contract.
4. PRICE
The price of Products or any services provided by IM shall be IM’s quoted price or the price listed in the current price list at the date of acceptance of order.
6. DELIVERY
Deliv ery will be made Ex Work IM’s warehouse. IM will comply with all reasonable shipping and handling instructions received prior to shipment.
Purchaser shall bear the cost of special or express shipping services, which it may request. IM may charge, and purchaser shall pay, a special handling fee for any shipment less than USD 500 in value.
The date of delivery shall be agreed upon by IM and the purchaser.
Any dates quoted for the delivery of the Products are approximate only and IM shall not be liable for any delay in delivery of the Products howsoever caused.
Time for delivery shall not be of the essence of the contract. The Products may be delivered by IM in advance of the quoted delivery date upon giving reasonable notice to the purchaser.
Delivery of the Products shall be made by IM to such place as shall have agreed between IM and the purchaser. Unless the purchaser shall have notified
IM in writing within 14 days of the date of IM’s invoice therefore that the Products have not been delivered then delivery shall be deemed to have taken place on the date of IM’s invoice.
Where the Products are to be delivered in installments each delivery shall constitute a separate contract and failure by IM to deliver any one or more of the installments in accordance with these
Conditions or any claim by the purchaser in respect of any or more installments shall not entitle the purchaser to treat the contract as a whole as repudiated.
7. TRANSPORT, RISK
Risk of damage to or loss of the Products shall pass to the purchaser at the time of delivery as specified in art. 6 or if the purchaser wrongfully fails to take delivery of Products the time when IM has tendered delivery of the Products.
If IM is shipping the Products on behalf of and at the purchaser’s cost, the risk will pass to the purchaser when delivered to the carrier; in this case the insurance will be pre-paid by IM.
8. TITLE / PROPERTY
The title and property of the Products shall not pass to purchaser until IM has received in cash or cleared funds payment in full of the price of the Products and all other Products agreed to be sold by or services agreed to be provided by IM to the purchaser for which payment according to article 5 is then due.
Until such time as the property in the Products passes to the purchaser the purchaser shall hold the
Products as IM’s fiduciary agent and bailee and shall keep the Products separate to those of the purchaser and third parties and properly stored protected and insured and identified as IM’s property. Until that time the purchaser shall be entitled to resell or use the Products in the ordinary course of business but shall account to IM for the proceeds of sale or otherwise of the Products whether tangible or intangible including the insurance proceeds and shall keep all such proceeds separate from any monies or property of the purchaser and third parties, and in the case of tangible proceeds properly stored protected and insured.
Until such time as the property in the Products passes to the purchaser IM can require the purchaser to return all Products still in existence and not sold.
The purchaser accepts that IM enters the purchasers or any third party’s premises where the
Products are stored to repossess the Products.
9. RETURNS / REPAIRS
Upon delivery the purchaser is obliged to examine the Products to verify whether the Products are conform with the purchaser’s order, and notify IM
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within 5 days after the reception of the Products.
Failing to examine the Products or notify IM the purchaser is considered to have accepted the
Products.
Replacements and repairs of Products are subject to the manufacturers’ warranty provisions and eventual approval and the purchaser is considered to have been acquainted with such provisions when delivery has been made.
IM will not accept replacement or repair of defective
Products where the defects are caused by external factors, like (but not limited to) power failure, over voltage on interface, environmental extremes, improper use, maintenance and application of the
Products, or use of unauthorized parts.
IM accepts no liability for any damage to or loss in transit of Products returned to IM whether under this article or under the articles 10 and 11 below.
In the event IM recalls any or all of the
Products due to defects, revisions or upgrades the purchaser shall provide reasonable assistance in such recall provided that IM shall pay all of the purchaser’s expenses in connection with such recall.
10. LIMITATION OF LIABILITY
IM shall not be liable to the purchaser by reason of any representation or any implied warranty condition or other term or any duty of law or under the express terms of the contract.
Article 11 is applicable as far as indemnity and limitation of liability are concerned.
11. WARRANTIES, LIABILITY
IM does not manufacture the Products (or where the Products compose computer software and does not publish the software) and subject to the conditions set out below IM sells the
Products with the benefit of the manufacturer or publisher's warranty (as the case may be).
The above warranty is given by IM subject to the following conditions: a) IM will accept liability for defective Products only to the extent that IM is entitled to make a claim under the manufacturer or publisher's warranty and obtain from the manufacturer or publisher a refund credit, repair or replacement in respect of the defective Products. b) IM shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow IM's or the manufacturer's or publisher's instructions
(whether oral or in writing) misuse or alteration or repair of the Products without IM's approval. c) IM shall be under no liability under the above warranty if the total price of the Products has not been paid by the due date for payment
Subject as expressly provided in these
Conditions all warranties conditions or other terms as to correspondence with description, merchantable quality, fitness for purpose and correspondence with sample implied by law or regulations are excluded in the fullest extent permitted by law.
Where any valid claim in respect of the Products which is based on any defect in the quality or condition of the Products is notified to IM in accordance with these Conditions IM shall be entitled at its sole discretion to replace or repair the Products (or the part in question) free of charge or refund to the Purchaser the price of the Products or issue to the Purchaser a credit note for the price of the Products but IM shall have no further liability to the Purchaser other than a refund or the reasonable cost of the carriage for the return of the defective Products.
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IM WILL NOT NORMALLY EXERCISE ITS
DISCRETION TO REPLACE DEFECTIVE
PRODUCTS UNLESS NOTIFICATION OF A
CLAIM IS RECEIVED BY IM WITHIN EIGHT
DAYS OF THE DATE OF DELIVERY.
IM shall not be liable to the Purchaser by reason of any representation or any implied warranty condition or other term or any duty of law or under the express terms of the contract for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of IM its employees or agents or otherwise) which arise out of or in connection with the supply of the Products or their use or resale by the Purchaser except where expressly provided in these Conditions.
Ingram Micro shall have no liability to the Client for any loss, damage, costs, claims or
12. INTELLECTUAL PROPERTY
Software programs are delivered with licenses and other intellectual property rights in accordance with descriptions and other information following the
Products. The purchaser ensures upon delivery that he will comply with instructions given by the manufacturer regarding return of license documents signed by the end-user. The purchaser shall inform his customers about this obligation.
Software programs are normally offered to the end user with a right of use and not to property except for the storage medium the program is stored on.
The end-user keeps the right to use the program and deduces this right directly from the manufacturer or publisher. The disposal of the right of use can only be transferred to a third party in compliance with provisions set out by the manufacturer or publisher.
13. FORCE MAJEURE
IM shall not be liable to the Purchaser or be deemed to be in breach of the contract by reason of any delay in performing or any failure to perform any of IM's obligations in relation to the Products if the delay or failure was due to any cause beyond IM's reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond IM's reasonable control like Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, by laws, prohibitions or measures of any kind on the part of any governmental or parliamentary or local authority; import or export regulations or embargoes; strikes, lock outs or other industrial actions or trade disputes
(whether involving employees of IM or a third party); difficulties of IM's supplier in obtaining raw materials, labour, fuel, parts or machinery; non-delivery by supplier of Products due to stock shortage.
14. ASSIGNMENT
The purchaser shall not assign any order or any interest therein without the written consent of IM.
Any such actual or attempted assignment without
IM’s prior written consent shall entitle IM to cancel such order upon written notice to the purchaser.
15. SEVERABILITY
A judicial determination that any provision hereunder is invalid in whole or part shall not affect the enforceability of those provisions found not be invalid.
16. ARCHIVES
The purchaser is obliged to keep records of sales to end-users and have license documents accepted and signed by the end-user due to requirements set out by the manufacturer from time to time. Such obligations remain in force after business relations between IM and the purchaser have terminated.
17. RESTRICTED USE AND EXPORT
RESTRICTIONS;
Re-sale of Products may be subject to an authorization issued by the manufacturer. The purchaser shall ensure that purchase of such
Products from IM is made in accordance with the provisions set out in an authorization agreement between the manufacturer and the purchaser or other requirements set out by the manufacturer.
Use and disposition of some Products delivered by
IM may be subject to restriction regarding use in nuclear power plants. The purchaser shall ensure that his customers are informed about such restrictions set out by the manufacturers and apply the restrictions on end users sales.
The Products may be restricted by the United States
Government or by the European Union or national governments from export to certain countries, and the purchaser agrees that it will not redistribute or reexport Products, or the direct Products thereof, in violation of any of the export control laws or regulations. Purchaser warrants that neither technical data nor the direct product thereof received from IM is intended to be shipped either directly or indirectly to countries against which export control laws have been implemented.
18. CONFIDENTIALITY
The purchaser shall keep confidential all information he receives from IM, manufacturers, publishers or others which is deemed confidential by those persons.
19. INFORMATION TO END-USER
The purchaser shall keep the end-user informed about the provisions of the present Conditions which have or will have an impact on the enduser’s purchase, use or disposition of the Products including patent rights, copyrights and warranties given by the manufacturer.
20. GOVERNING LAW
The laws of The Netherlands shall govern all contractual relations between purchaser and IM, and the purchaser consent to the jurisdiction of the courts of Utrecht.
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