Terms and Conditions of Sales
Please read these terms carefully before starting your cooperation with the Yellow Cube group of companies.
Acceptance to interact with Yellow Cube
The following terms and conditions of sale (these “Terms and Conditions”) are terms of a legal agreement between you and Yellow Cube Kft (“Yellow Cube”, together with its associated Yellow Cube companies) and govern the terms and conditions of sale of products and services distributed by Yellow Cube. Logging-in to the Yellow Cube Partner Site, interacting on the site, registering new opportunities, requesting price quotes, placing orders and all further business interactions automatically entails the acceptance of these Terms and Conditions. Any special terms, conditions, agreements that are in contradiction with these Terms and Conditions are only applicable if it’s explicitly expressed and accepted in writing by Yellow Cube.
Vendors and Resellers
Yellow Cube is a value added distributor, a contracted, authorized sales representative or a single point of regional sales contact for its distributed Vendors. Yellow Cube does not develop or sell its’ own products; instead it imports and distributes the Vendors’ products and services to sell through a network of authorized Resellers.
As Yellow Cube’s portfolio of Vendors and available products change through time, these Terms and Conditions are not meant to include vendor-specific information, but rather to formalize the general terms of sales conducted with Yellow Cube.
These Terms and Conditions refer to you, a current or future Yellow Cube sales partner, as the Reseller.
Product availability
Depending on the underlying distribution agreements, availability of certain Vendors and products may change by country. It is up to Yellow Cube’s and the Vendors’ sole discretion to decide what products and services are offered in a territory. When the distributed product portfolio changes, Yellow Cube always provides written notifications to its active Resellers and business partners.
To sell certain products and services, Yellow Cube and its Vendors may require participation in vendor-specific partner programs, which may include training, competency, sales or other requirements and may require the Reseller to enter into additional reseller agreements. Yellow Cube always provides up-to-date information on current partner program participation requirements for all its Vendors and sends written notifications of important partner program changes.
Pricing and Quotes
In the form of Quotes, Yellow Cube provides suggested list pricing for all available products and services. List prices are subject to change without any prior notice, however Quotes remain unchanged and are available for ordering until the validity date clearly displayed in the Quote.
Quotes are specific for named end-users (Customers) and cannot be exchanged or sold to different Customers. Changing any of the basic details of a Quote (as listed below) automatically invalidates the Quote and requires a new written approval from Yellow Cube to become valid again. Invalid and expired Quotes cannot be ordered. The basic details of the Quote are:
- Reseller
- Name and address of the end-user / Customer
- Contact person with email and phone contact details of the end-user / Customer
- Products and services with the required amounts or sizing details
- Planned length of the related service contract or product subscription, in years
Yellow Cube may also include sales discounts and additional incentives, which are clearly displayed as discounts on the Quote. The vendor-specific and product-specific discounts are typically based on specific partner programs, and are decided on Yellow Cube’s sole discretion.
Ordering and Payment terms
Yellow Cube accepts orders for all valid Quotes through the Partner Portal or through emails (with the Quote attached) sent to [email protected] with a clear written indication of placing the order. Orders can be tracked in the Partner Portal until the delivery and invoicing.
Placed orders can be cancelled or changed until Yellow Cube confirms and processes the order, which is indicated as a separate status on the Partner Site. In case of orders placed in emails, a separate confirmation email from Yellow Cube marks the start of order processing. Yellow Cube does not automatically accept changes to orders after the processing is started, however some changes might still be possible on a case-by-case basis.
Standard payment terms of orders is 30 calendar days after delivery. Different payment terms are included in the Quote and decided before an order for that Quote is placed. Yellow Cube, working with its debt collection and credit evaluation partners, reserve the right to solely decide on special payment conditions, request upfront partial or full payment to protect its payment security. The reasons behind credit decisions made by Yellow Cube are always explained in writing, with indications on how the Reseller can increase or restore its credit line to avoid credit limitations.
Taxes
Reseller or the purchaser party shall pay or reimburse Yellow Cube for sales and other taxes, customs, duties, tariffs, VATs that may be applicable during the delivery of the placed Order. Yellow Cube provides valid European Union VAT identification numbers for 0% VAT of intra-Community sales of products and services. Sales outside the European Union are subject to local taxation laws.
Delivery and return procedures
Yellow Cube does its best efforts to deliver all Orders in a timely manner, however shipping and delivery details may be different for each Vendor. Yellow Cube maintains a reasonable stock of hardware products for faster order delivery and can speed up production or delivery from remote warehouses, however guaranteed delivery times must be agreed in writing before a Quote is ordered.
Return procedures and Return Material Authorization (RMA) rules are also different for each Vendor, and must be followed correctly to avoid delays. Returning delivered products to Yellow Cube is not considered a valid return of a product and should only be done if Yellow Cube specifically asks for a direct return of a device to one of its offices.
Software licenses, service subscriptions, maintenance contracts and similar products and services cannot be returned after delivery, the possibility of reversing such orders is decided on a case-by-case basis involving the respective Vendor.
Liability
The Reseller and the product/service end-user acknowledge that they are professionals, and in this respect, they are knowingly buying the product/service that is the subject of the agreement between the parties and state that they are adequately informed of the use and intended purpose of product/service.
In no event will Yellow Cube be liable for any indirect, special, incidental, consequential or exemplary damages of any kind, including but not limited to any lost profits, however caused, whether for breach or repudiation of contract, tort, breach of warranty, negligence, or otherwise, whether or not Yellow Cube was advised of the possibility of such loss or damages. Notwithstanding any other provisions of this agreement, Yellow Cube’s total liability arising from or in relation to this agreement, or the products and services, shall be limited to ten percent of the total payments to Yellow Cube under this agreement for the relevant products and services. In no event will Yellow Cube be liable for the cost of procurement of substitute goods.
In the event of the necessity for a product update or correction, Yellow Cube cannot intervene before the receipt of said product updates and corrections from the respective Vendor and cannot be held liable for any delays incurred.
Confidentiality
For purposes of these Terms and Conditions, Confidential Information shall include all information or material that has or could have commercial value or other utility in the business in which Reseller is engaged. Personal contact information, product pricing details, deal and sales opportunity details, Quotes, discounts, orders, event participant lists, training materials and publicly not available technical documentation are all considered to be Confidential information, among others.
Reseller and Yellow Cube agree not to (i) disclose any Confidential Information to any third party or (ii) use any Confidential Information for any purpose not specified in these Terms and Conditions. Reseller and Yellow Cube warrant that all persons having access to Confidential Information will abide by the obligations set forth in this Confidentiality section.
Privacy
Yellow Cube’s Privacy Policy governs the handling of personal information.
Reseller undertakes to comply with the applicable legislation in terms of the protection of personal data and privacy including but not limited to the EU General Data Protection Regulation and to gain the consent of its customers for forwarding their personal data to Yellow Cube and its Vendors in such a way as to allow them to make legal use of it, inter alia, for commercial and marketing purposes.
Generally speaking, Reseller undertakes to comply with the applicable privacy laws before sharing any personal data with Yellow Cube.
Term and Termination
These Terms and Conditions of Sales (except the Confidentiality and Privacy sections) shall remain in effect indefinitely, unless terminated in writing by either party; or the business interaction between the parties cease to exist for longer than one calendar year since the last written communication. Reseller and Yellow Cube accept the notification of Termination in written form, in email or postal letter.
The Confidentiality and Privacy sections remain in effect for three calendar years after the date of the Termination.
Updates to these Terms and Conditions
The latest version of these Terms and Conditions of Sales are always available on Yellow Cube’s website, on the entry page of the Yellow Cube Partner Portal and provided in email upon request. Any substantial change of terms and conditions are also communicated in writing, in emails or in the news section always visible after login on the Partner Portal, to all affected Resellers.
Governing law and jurisdiction
These Terms and Conditions of Sales and all matters relating to them shall be governed by the laws of Hungary. In an event of disagreement over all or parts of these Terms and Conditions, jurisdiction is assigned to the respective Courts of Hungary.
This is version 20210520 of the Terms and Conditions of Sales.