Pricing Changes Addendum to Terms & Conditions
Effective date: March 01, 2026
Purpose. This Addendum updates our commercial terms to address ongoing market volatility affecting server, compute, and memory-dependent products. It applies to all new quotes and orders issued on or after the Effective Date and supersedes conflicting language in prior quotes or master agreements to the extent permitted by law.
Scope. Applies to solutions that include servers, compute nodes, memory (DRAM), solid-state storage (NAND/SSD), and high-performance networking components. Other product categories may be affected when they include these components.
1) Quote Validity & Price Protection
- Unless expressly stated otherwise on the quote, pricing is valid for 14 (fourteen) calendar days from the quote date. After that window, pricing is subject to revalidation and may change.
- For solicitations governed by statute or public sector procurement rules, quote validity will align to the solicitation/contract requirements. Where permitted, we may still require revalidation prior to order.
2) Order Acceptance & Booking
- A purchase order (PO) must be received and accepted before the quote expiration. If the quote expires before order booking with our suppliers, re-quotation may be required.
- Orders must meet standard acceptance requirements (including legal entity, bill-to/ship-to, tax status, payment terms, product/pricing, delivery and export controls). Incomplete orders can delay booking and may require re-pricing.
3) Supplier-Driven Price Adjustments & Cancellations
- Due to significant increases in component costs (e.g., DRAM, NAND), manufacturing costs, tariffs, exchange-rate fluctuations, or other external factors beyond our control, certain manufacturers reserve rights to adjust pricing or cancel specific compute order lines between order date and shipment.
- If a supplier invokes such rights on your order, we will promptly notify you. You may elect to: (a) accept the adjusted price; or (b) cancel the affected items at no penalty prior to shipment.
- Where a supplier cancels a compute order within its stated window prior to shipment, we will work with you to re-quote alternatives or cancel the impacted lines.
4) Backlog & Repricing
- Unbooked or partially booked quotes that include compute products may be reopened by suppliers and require repricing. Previously approved discounts or promotions may not be available on reissued quotes.
- Promotional SKUs and programmatic incentives for compute products may be suspended by suppliers without notice; any impacted quotes will require revalidation.
5) Configuration & Separate Quotes
- To reduce cross-component exposure, we may separate compute and storage into distinct quotes and orders.
- Functionally equivalent substitutions (e.g., DIMM densities, SSD models, optics) may be proposed to improve availability and lead times. Any substitutions will be reviewed with you prior to acceptance.
6) Lead Times, Allocation & Best Efforts
- Lead times are estimates and subject to change based on supplier allocation and logistics conditions.
- We will provide status updates if published ship dates move materially and will collaborate on mitigation options (partial shipments, staged POs, or configuration adjustments).
7) Taxes, Freight & Additional Charges
- Prices exclude taxes, duties, freight, handling, insurance, and other charges unless expressly included on the quote. These will be invoiced as applicable.
8) Cancellations by Customer
- Cancellation requests must be received in writing. For non-custom items not yet shipped, we will use commercially reasonable efforts to cancel without penalty; restocking fees may apply if required by suppliers.
- Custom or built-to-order items may be non-cancellable and non-returnable once released to production.
9) Financing Options
- Upon request, we can explore supplier and third-party financing or extended deployment options to spread costs and help secure allocation.
10) Force Majeure / Extraordinary Market Conditions
- Neither party is liable for delays or non-performance caused by events beyond reasonable control, including extraordinary component shortages and abrupt supplier policy changes, provided timely notice is given and mitigation is pursued.
Informational Note (Manufacturers)
- Several major OEMs have shortened quote validity windows and introduced rights to adjust compute pricing or cancel specific lines prior to shipment due to unprecedented memory-market volatility. Promotions on compute have been limited or suspended by some vendors. We will always communicate any supplier-initiated changes promptly and work with you on next-best options.