Last Updated: 17 April 2025
If Customer purchases hardware (“Hardware”) from PrimeKey Solutions AB, a corporation registered in Sweden (“Vendor”), such Hardware is subject to the terms and conditions of this Hardware Addendum and Vendor’s End User License Agreement or any applicable agreement(s) between the parties (the “Agreement”). In the event of a conflict between any provisions of the Agreement and an Order Form, the provisions of the Order Form will govern with respect to the specific Hardware described therein. “Order Form” means the applicable order form, quote, or other ordering document agreed to in writing between Customer and Vendor or a Vendor-authorized reseller for Customer’s purchase of the applicable Hardware under the Agreement.
The following terms when used herein shall have the respective meanings set forth below:
“Firmware” means Vendor software programmed into the applicable Hardware, including any applicable updates thereto.
“Third-Party Applications” means any third-party software products included in the Hardware, which license terms and conditions are incorporated herein by reference.
2.01 Delivery; Payment. Delivery; Payment. Subject to and conditioned on Customer’s payment of fees and compliance with the Agreement, Vendor will use commercially reasonable efforts to deliver Hardware on the date specified in the applicable Order Form to the address specified in such Order Form. If Vendor’s inventory of Hardware is inadequate to meet customer demand, Vendor reserves the right, in its sole discretion, to allocate available Hardware among its customers (including Customer) in such a manner as Vendor deems equitable and without liability to Customer. Vendor will not be liable to Customer for any delay in the delivery of Hardware. Hardware is deemed accepted on the Delivery Date. Customer agrees to pay all fees in accordance with each Order Form.
2.02 Risk of Loss. Hardware shipments will be made EXW (Incoterms 2020 or any later version) at Vendor’s loading dock, and risk of loss for the Hardware shall transfer to Customer at such time as the Hardware is made available at such loading dock (“Delivery Date”). Customer is responsible for selecting the mode of shipment for Hardware, though Vendor may designate the mode if none is selected by Customer without assuming any additional risk for loss.
2.03 Transfer of Title. Title to purchased Hardware shall transfer to Customer once Vendor has received payment in full. If applicable law does not allow or recognize retention of title by Vendor after delivery, title to purchased Hardware, will pass to Customer on the Delivery Date, but Vendor shall retain a security interest in the Hardware to secure payment of the purchase price. In such case, Customer agrees to sign any documents that Vendor reasonably deems necessary or convenient for use in filing or perfecting such security interest.
2.04 Software; Third Party Applications. Notwithstanding any provision herein to the contrary, Customer shall take no title to any Third-Party Applications or the Firmware. The use and access of the Firmware shall be governed solely by the Agreement. The use and access of any Third-Party Application shall be governed by the license terms governing such Third-Party Application.
3.01 Use and Operation; Marking. Customer shall only use and operate the Hardware in the ordinary conduct of its business and in accordance with all applicable specifications, operating instructions, and governmental laws, rules and regulations. Customer shall not remove, modify, alter, destroy, or obscure any of the logos, trademarks, patent or copyright notices, confidentiality or proprietary legends or other notices or markings on the Hardware.
3.02 Hardware Maintenance and Support. Subject to Customer’s compliance with the Agreement and payment of the applicable fees, Customer will receive the applicable maintenance and support services from Vendor, pursuant to Vendor’s standard maintenance and support terms, available for review upon request.
3.03 End of Life. All Hardware will have an end-of-life date five years after the subscription start date set forth on the original (i.e. excluding any renewals) Order Form for such Hardware (the “EOL Date”). On the EOL Date, no further support or maintenance of any kind will be available for the Hardware. Vendor will use commercially reasonable efforts to provide notice at least six (6) months prior to the EOL Date.
4.01 Entire Agreement. Except as set out in this Hardware Addendum, all warranties, representations, conditions, terms, and undertakings, express or implied, whether by statute, common law, custom, trade usage, course of dealings or otherwise (including, without limitation, as to quality, performance or fitness or suitability for purpose) in respect of the Hardware are excluded to the fullest extent permitted by law.
4.02 Export Regulation. Customer agrees to comply with all applicable export laws and export controls and complete all required undertakings (including obtaining any necessary export license or other governmental approval). Customer warrants that it shall not, directly or indirectly, export or re-export the Hardware or the underlying software or technology to or make the Hardware or the underlying software or technology accessible from, any jurisdiction or country to which export, or re-export is prohibited by law, rule, or regulation. Customer acknowledges that shipments of the Hardware may be subject to export laws and that such laws could delay or preclude delivery of Hardware in the future.
