2.1 SBG reserves the right to replace the whole of the Products or any part or parts thereof which may be found to be faulty or in need of investigation even where only a part of the Products are so faulty or in need of investigation.
2.2 SBG, in effecting such replacement, is under no obligation to use Products or any parts thereof which are identical in all respects to the faulty Products. Unless local laws determine otherwise, SBG reserves the right to supply used or reconditioned parts or Products which are equivalent to new in functionality and appearance. SBG shall ensure that any Products or parts thereof used in replacement shall have substantially the same fittings and at least an equivalent specification to the faulty Products or parts thereof. Dell reserves the right to supply Products or parts thereof manufactured by whomsoever it shall, from time to time, deem appropriate.
2.3 The products or parts supplied to replace the Products shall become the property of the owner of the Products. The Products or any part or parts thereof removed shall become the property of SBG.
2.4 The warranty term for a spare part used in repairing Products ("Replacement Part") is 15 days from its installation in the Product or the remainder of the warranty term for the Product into which it is installed, whichever is longer. For the avoidance of doubt, the warranty term of a Product is not extended after its repair or replacement. Customer will pay SBG for a Replacement Part when the part replaced is not returned by Customer to SBG within 10 days after the date the Replacement Part was delivered to Customer by SBG. Prices of the part replaced will be at SBG's then current standard price in the Territory.
2.5 The provisions of this Agreement shall apply to all replacements of any part or parts of the Products made by SBG during the continuance of this Agreement.
Services do not include repair of any Products or Product component that has been damaged as a result of
(1) work carried out by anyone other than SBG or its representatives
(2) accident, misuse, or abuse of the Product or Product component (such as, without limitation, use of incorrect line voltages or fuses, use of incompatible devices or accessories, improper or insufficient ventilation, or failure to follow operating instructions) by anyone other than SBG or its representatives
(3) the moving of the Product from one geographic location or entity to another
(4) an act of nature, including without limitation, lightning, flooding, tornado, earthquake, or hurricane. Parts used in repairing or servicing Products may be new, equivalent-to-new, or reconditioned.
3.2 Customer authorises SBG to use or access any Customer provided Third Party Products as necessary or as requested by Customer in SBG's performance of the Services, including without limitation, copying, storing, and reinstalling a backup system or data. Customer warrants to SBG that it has obtained any licenses, consents, regulatory certifications or approvals required to give SBG and its subcontractors or employees such rights or licenses to access, copy, distribute, use and/or modify (including creating derivative works) or install any Third Party Products to be used in the Services, without infringing the ownership or license rights (including patent and copyright) of the providers or owners of such products. Customer shall defend, indemnify, and hold SBG harmless from any third party claim or action arising out of Customer's failure to provide such authorisation (including without limitation, obtaining appropriate licenses, Intellectual Property Rights, or any other permissions, regulatory certifications, or approvals associated with technology, software, or other components).
4.1 Subject to clause 4.2, Dell warrants that SBG-branded Products shall (1) conform to their product specification and (2) be free from material defects for a period of 12 months from the date of the invoice ("Warranty Period") and (3) that SBG-branded spare parts shall be free from defects for 15 days from the date of delivery or for the remainder of the Warranty Period, if longer. Performance of any one of the options set out at clause 4.2 below shall constitute an entire discharge of SBG's liability under the warranties given in this clause 4.1.
4.2 SBG shall at its own discretion, repair or replace SBG-branded Products that do not comply with the warranties set out in clause 4.1 provided SBG is notified in writing of the alleged defect within 7 days of the time when Customer discovers or ought to have discovered the defect and in any event within the Warranty Period. If SBG elects to replace SBG-branded Products or parts pursuant to the warranties set out in clause 4.1, SBG shall deliver the replacement Products or parts to Customer at SBG's own expense at the address to which the defective SBG-branded Products were delivered and the legal, equitable and beneficial title to the defective Products or parts which are being replaced shall (if it has vested in Customer) re vest in SBG. Customer shall make any arrangements as may be reasonably necessary to deliver up to SBG the defective Products which are being replaced and SBG shall be entitled to charge Customer if such defective Product or parts are not returned on request.
4.3 SBG warrants that (1) the Services and Deliverables shall conform to the Service Documents and (2) the Services shall be performed with reasonable skill and care during the applicable service period.
4.4 SBG warrants that for a period of 90 days from the date of delivery SBG-branded Software will be capable of functioning in all material respects in accordance with the relevant specifications provided (1) Customer notifies SBG of any error or defects in the Software within 14 days of the time when Customer discovers or ought to have discovered the error or defect and (2) Customer provides SBG with documented examples of such error or defect. SBG provides no assurance or warranty that the Software will be free from minor errors. SBG's sole responsibility in respect of the warranty given in this clause 4.4 and Customer's sole remedy shall be the correction of any failure of the SBG-branded Software so that it functions in material respects in accordance with the relevant specifications.
4.5 All warranties, conditions and other terms implied by law, including but not limited to those regarding quality, fitness for purpose, or merchantability relating to the Products, Software and/or Services are to the fullest extent permitted by law, hereby specifically disclaimed and excluded from the Agreement.
4.6 SBG shall not be liable under the warranties given in this clause 4 in respect of:
4.6.1 any defect arising from fair and normal wear and tear, wilful damage, damage, fault, failure or malfunction due to external causes, including accident, abuse, misuse, problems with electrical power, negligence, abnormal working conditions, failure to follow SBG's instructions (whether oral or in writing), misuse or alteration, modification, adjustment or repair of the Products and/or Software without SBG's approval, servicing not authorized by SBG, usage and/or storage and/or installation not in accordance with Product/Software instructions, failure to perform required preventive maintenance, act of God, fire, flood, war, act of violence or any similar occurrence; products with missing or altered service tags or serial numbers; any attempt by any person other than SBG personnel or any person authorised by SBG, to adjust, repair or support the Products/Software and problems caused by use of parts and components not supplied by SBG;
4.6.2 if the total Price for the Products, Software and/or Services have not been paid by the due date for payment;
4.6.3 for any Products, Software, Deliverables parts, materials or equipment not manufactured or produced by SBG, in respect of which Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer or supplier to SBG to the extent that they are assignable by SBG to Customer;
4.6.4 any Software, Deliverables and Products manufactured, produced or provided by SBG pursuant to the Agreement in accordance with any design, specification, instruction or recommendation made to SBG by Customer;
4.6.5 any type of defect, damage or wear specifically excluded by SBG by notice in writing; and/or
4.6.6 if Customer makes any further use of the Products and/or Software after giving notice pursuant to clause 4.2.
4.7 SBG does not warrant that the Products, Software, Deliverables or Services will function (1) with any specific configuration not provided by SBG or (2) to produce a specific result even if the configuration or result has been discussed with SBG.
4.8 Some manufacturers' warranties or service contract terms and conditions for Third Party Products may become void if SBG or anyone else, other than the manufacturer or its authorized representative, provides services for or works on the hardware or software (such as providing maintenance and repair services). SBG does not take responsibility for third party warranties or for any effect that the SBG services may have on those warranties.