ACCENTURE PURCHASE ORDER TERMS AND CONDITIONS

Transcription

1 The Vendor-furnished products (including any software licenses, parts, components and accessories) ( Products ) and/or services ( Services ) specified on the face of this Purchase Order (this Purchase Order ) are purchased by Accenture Australia Pty Ltd ( Accenture ) for resale or remarketing within Australia, directly or indirectly, to an end user listed on this Purchase Order (the Client ). All Products and Services specified on this Purchase Order are purchased subject to all of the terms and conditions on this Purchase Order. Any conflicting terms and conditions set out on the face of this Purchase Order take precedence over the following terms and conditions. 1. Entire Agreement. This Purchase Order sets forth the entire understanding between Accenture and the vendor listed on this Purchase Order ( Vendor ) and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Vendor acknowledges and agrees that any acceptance form issued by Vendor is to evidence acceptance of this Purchase Order only and any terms and conditions on such acceptance form shall be null and void. This Purchase Order, if transmitted by facsimile machine or other electronic means, shall be treated in all manner and respects as an original document. Each Purchase Order may be signed in separate counterparts each of which will be deemed an original and all of which together will be deemed to be one original. ANY MODIFICATIONS, ADDITIONS, DELETIONS OR OTHER ALTERATIONS TO THE TERMS AND CONDITIONS CONTAINED IN THIS PURCHASE ORDER, WITHOUT THE PRIOR WRITTEN CONSENT OF AN AUTHORIZED REPRESENTATIVE OF ACCENTURE S PURCHASING OR ORDER MANAGEMENT ORGANIZATION IS SPECIFICALLY REJECTED BY ACCENTURE AND SHALL BE NULL AND VOID. Accenture's silence or failure to respond to any such subsequent or different term, condition or proposal, or signature by any other individual, shall not be deemed to be Accenture's acceptance or approval thereof. 2. Acceptance. This Purchase Order will be deemed accepted by Vendor if Vendor does not reject it, in writing and with specificity, within three days of receipt or if the Vendor ships the Products or begins to provide the Services. 3. Resale Rights. Accenture is hereby granted the right to resell and/or remarket Products and Services identified in this Purchase Order to the Client. Accenture and the Client will determine the prices at which Products and Services are provided to Client. Vendor agrees to provide reasonable notice to Accenture in the event that Vendor announces plans to stop selling or providing support for Products sold to Accenture. Additionally, Vendor agrees to provide to Accenture reasonable notice if Vendor plans to substantially modify or stop providing Services resold by Accenture. 4. Client Agreements. All terms related to the Client s receipt of Products and Services (other than the payment, risk of loss, and delivery terms contained herein), are directly between the Vendor (or its manufacturer or supplier) and the Client. Where Vendor has, or will have, negotiated terms and conditions related to payment, risk of loss, or delivery with a Client, applicable to the Products or Services resold ( Client Agreement ), Vendor agrees to apply those Client Agreement terms and conditions to a resale transaction, if requested by Accenture, and such terms will then supersede conflicting terms in this Purchase Order for that resale transaction. If requested by Vendor, Accenture will provide the Client with Vendor s applicable Client Agreements. Where Vendor does not require an agreement relating to Products or Services, Vendor will provide those Products and Services to Clients under Vendor s standard terms and conditions. 5. Pricing, Invoicing and Payment. All charges and costs to be borne by Accenture are included in the pricing on each Purchase Order, except for actual freight charges within Australia, which will be determined after shipment and included on Vendor's invoice to Accenture. Notwithstanding the foregoing, any cancellation or termination right granted by Vendor and exercised by the Client for Products or Services purchased hereunder will relieve Accenture of any corresponding payment obligations for such Products and Services. Vendor may invoice Accenture for Products only upon shipment. Vendor may invoice for Services only upon completion unless otherwise agreed. Payment is due within 60 days after Accenture s receipt of an undisputed invoice. 6. Delivery and Cancellation. Vendor will deliver the Products or commence provision of Services on the applicable date set out in this Purchase Order, or, if no date is specified, within 10 days of the date of this Purchase Order. Vendor will notify Accenture promptly of potential shortages or delays of more than five business days after the scheduled delivery date, at which time Accenture reserves the right to cancel such Products or Services without charge. If Vendor fails to make complete delivery as provided herein, Accenture reserves the right to cancel this Purchase Order, in whole or in part, and to charge Vendor for any additional costs or expenses incurred in the replacement of such Products or Services. Effective upon Vendor s receipt of written notice from Accenture, Accenture may, without charge, issue a cancellation or an alteration to this Purchase Order, in whole or in part, at any time (to the extent delivery or performance has not occurred). Unless otherwise agreed to in writing by the parties, Vendor agrees to provide electronic delivery of software Products. Australia Resale PO Terms and Conditions DO NOT EDIT v Feb

2 7. Quantity. Vendor may supply only the quantity stated on this Purchase Order, notwithstanding any trade custom to the contrary. Any excess shall be returnable at Vendor s expense but Accenture shall not be required to return such excess nor shall Accenture be liable for the care of any excess or for its value or for any damage resulting to such excess. Accenture s count shall be accepted as correct as to the quantity received. 8. Title and Risk of Loss. For the resale of hardware Products, title will pass to Accenture upon delivery to the Client unless otherwise as set forth in this Purchase Order. All risk of loss of, or damage to, the Products will be borne by Vendor until the Client s receipt of such Products. All Products will be in full working order when delivered. Vendor agrees to provide replacement of items lost or damaged prior to delivery or not fully functional upon delivery, at no additional charge, within three business days of receipt of notice from Accenture. 9. Taxes. 9.1 The price of Products and Services shall be exclusive of any applicable taxes including but not limited to, sales, use, excise, value-added, business, service, goods and services, consumption, and other similar taxes or duties ( Indirect Taxes ). In addition to the purchase price, Accenture shall pay or reimburse Vendor for Indirect Taxes, property taxes and all other similar taxes, local fees or charges imposed by any applicable governmental entity for Products and/or Services provided under this Purchase Order, (collectively, Billable Taxes ), unless Accenture has provided Vendor with a valid exemption certificate for the applicable jurisdiction. 9.2 Where Vendor is required by prevailing legislation to apply Indirect Taxes in respect to any Product or Service resold by Vendor to Accenture, Vendor shall provide Accenture with a relevant invoice that specifically states the value of Indirect Taxes payable at the rate prevailing at the time of issuing valid invoice(s). Where Accenture is permitted by prevailing legislation to recover or obtain relief from such Indirect Taxes, Vendor shall endeavour to ensure that such invoices meet all the necessary conditions required by prevailing legislation to allow Accenture to recover or obtain relief from such Indirect Taxes. Accenture shall, upon receipt of the invoice, pay to Vendor the value of the invoice plus any Billable Taxes. 9.3 If Vendor has incorrectly overcharged Billable Taxes to Accenture, then Vendor shall correct the invoice within 60 business days of such an error being discovered and notified to Vendor, and credit to Accenture any Billable Taxes. 9.4 If Vendor has incorrectly undercharged Billable Taxes to Accenture, then Vendor shall correct the invoice within 60 business days of such an error being discovered and notified to Vendor, and charge to Accenture any Billable Taxes plus any applicable interest, but not penalties, charged by a taxing authority. 9.5 In the event that a withholding tax is payable by Accenture in respect of the price, Accenture will pay the price net of the required withholding to Vendor. In the event that a double taxation treaty applies and provides for a reduced withholding tax rate, Accenture shall only withhold and pay the reduced tax on behalf and for the account of Vendor, if an appropriate certificate is issued by the competent tax authority and provided by Vendor to Accenture. 9.6 Accenture agrees to reimburse and hold Vendor harmless from any deficiency (including penalties and interest) relating to taxes that are the responsibility of Accenture to pay under this Section. 9.7 Vendor agrees to reimburse and hold Accenture harmless from any deficiency (including penalties and interest) relating to taxes that are the responsibility of Vendor to pay under this Section. 9.8 Each party shall be responsible for taxes based on its own net income, employment taxes of its own employees, applicable social taxes, and for taxes on any property it owns or leases. Subject to the above, the price of Products and Services shall be exclusive of all such taxes, duties and levies. In the event that any taxes become chargeable or payable by Vendor or Accenture that have not been provided for in this Purchase Order, Vendor and Accenture will agree the relevant steps to be taken with regard to such taxes at the appropriate time. 9.9 The Parties will cooperate in good faith to minimize taxes to the extent legally permissible including, if available, acceptance of electronic delivery of software products with no media backup. Australia Resale PO Terms and Conditions DO NOT EDIT v Feb

3 9.10 Unless agreed to in writing by the parties, as between the parties, Vendor is the importer of record for all Products and Services resold. 10. Warranties. Vendor warrants that it has good title to the Products and Services, free from any lien or encumbrance, and that the Products and Services conform to the requirements of each Purchase Order, including any published specifications, usage capabilities for the Products or Services, or any samples furnished by Accenture or Vendor. Vendor warrants to Accenture that if any Product or Service fails to meet Vendor s specifications and usage capabilities, then Vendor will, at its own cost and expense and within 30 days of its receipt of written notification of such failure, either correct such deficiency or provide Accenture with an acceptable plan for correcting such deficiency. If the deficiency is not corrected within the aforementioned 30-day period, or if an acceptable plan for correcting such deficiency is not established during such period, Accenture may request a refund or replacement of such Product or refund or reperformance of such Service. Vendor will extend to the Client the warranties and indemnifications for the Products and Services purchased and resold hereunder that Vendor generally extends to its end user customers. Vendor warrants that its Products and Services resold under this Purchase Order comply with all applicable laws, including but not limited to the Competition and Consumer Act 2010 (Cth) or any State or Territory consumer protection legislation. EXCEPT FOR THE WARRANTIES SET FORTH OR REFERENCED IN THIS PURCHASE ORDER, VENDOR MAKES NO ADDITIONAL WARRANTIES TO ACCENTURE WITH RESPECT TO THE PRODUCTS OR SERVICES, WHETHER EXPRESS OR IMPLIED, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED. Nothing in this Purchase Order will operate so as to exclude, restrict or modify the application of any of the provisions of the Competition and Consumer Act 2010 (Cth) or any State or Territory consumer protection legislation (the Relevant Legislation ), the exercise of a right conferred by such a provision, or any liability of Vendor for a breach of a condition, warranty or guarantee implied by such a provision, where the Relevant Legislation would render it void to do so. 11. Indemnification. Vendor will defend, indemnify, and hold Accenture, its affiliates, and their employees and agents harmless from and against any claims, demands, loss, damages or expenses (including but not limited to attorney s fees) (a) based on the performance or use of Products or Services by the Client; (b) based on personal injury, death, or tangible property damage caused by Products or Vendor s employees or agents; (c) based on any breach or default by Vendor in the performance of Vendor s obligations to the Client or Vendor s breach of its warranties; or (d) to the extent based on a claim that the Products or Services constitute an infringement of a copyright, trade secret, patent, trademark or other third party intellectual property right; or (e) to the extent the supply of Products or Services does not comply with applicable laws, including but not limited to a consumer guarantee under the Australian Consumer Law (Schedule 2 to the Australian Competition and Consumer Act 2010 (Cth)). 12. Limitation of Liability. The limit of Accenture s liability (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) in any manner related to this Purchase Order, for any and all claims, regardless of the form of action, will not in the aggregate exceed the purchase price paid for the Products or Services giving rise to the cause of action. Furthermore, Accenture shall have no liability for any loss of production, loss of or corruption to software applications or data, loss of profits or of contracts, loss of business or of revenues or turnover, loss of operation time or anticipated savings, loss of goodwill or reputation, in each case whether caused directly or indirectly, and even if it has been advised, of their possible existence, for any wasted expenditure, or to give an account of profits to the Vendor, or for any indirect, incidental, punitive, special or consequential loss, damage, cost or expense whatsoever, even if notified in advance of the possibility of the same arising. Nothing in this clause shall limit or exclude any liability to the extent it cannot be limited or excluded by law. 13. Use of Names and Marks. All trademarks and trade names of each party are and will remain the exclusive property of such party. Neither party will acquire any right to the trademarks or trade name of the other party. Accenture will have the limited right to use Vendor s trade name and trademarks in connection with the activities described in this Purchase Order. Vendor may not: (i) publicize this Purchase Order, or its subject matter; (ii) state that any Product or Service has been approved or endorsed by Accenture or its affiliates; or (iii) use the name, trade name, trademark or symbol of Accenture or its affiliates on any list of Vendor s customers. 14. Confidential Information. Neither party shall use or disclose to any other person or entity (other than its consultants, agents and affiliates) confidential information relating to this Purchase Order, including but not limited to information relating to pricing, Client information, and technical specifications furnished by the other party, either orally or in writing, except as required by law or by governmental regulations, requirement or order, or as may be necessary to fulfill its obligations hereunder. Each party further agrees to take such steps necessary to ensure that no unauthorized person shall have access to such information. Any information or other property furnished to a party by the other party shall be returned to the disclosing party upon demand. Nothing in this Purchase Order prohibits or limits a party s use of information (including but not limited to ideas, concepts, know- Australia Resale PO Terms and Conditions DO NOT EDIT v Feb

4 how, techniques, and methodologies) (i) previously known to it without an obligation not to disclose such information, (ii) independently developed by it or for it without the use of confidential information, (iii) acquired by it from a third party which is not, to the receiving party s knowledge, under an obligation not to disclose such information, or (iv) which is or becomes publicly available through no breach of this Purchase Order. 15. Privacy. Without limiting any other provision of this Purchase Order or any further terms between Vendor and the Client, Vendor must comply with the Privacy Act 1988 (Cth) and all other laws in Australia which relate to the protection of Personal Information relevant to the parties ( Privacy Law ) in respect of all Personal Information collected, used, disclosed, stored, managed and otherwise handled by Vendor in the course of or in connection with this Purchase Order. "Personal Information" means information or an opinion (including information or an opinion forming part of a database), whether true or not and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion. Vendor must co-operate with any reasonable requests or enquiries made by Accenture in relation to any interferences or alleged interferences with privacy by or on behalf of Vendor. As between Vendor, Accenture and the Client, the Client shall be the data controller and Vendor and Accenture shall be its data processor(s) with respect to the collection, use, processing and disclosure of all Personal Information which is owned or controlled by the Client, which Vendor and Accenture have access to and otherwise processes for the purpose of a Purchase Order ( Client Personal Information ). The parties shall comply with their respective obligations as the data owner/ controller and data processor under any Privacy Law. The parties acknowledge that, with respect to all Client Personal Information processed by Vendor and Accenture in relation to a Purchase Order: (i) the Client shall determine the scope, purposes, and manner for which such Client Personal Information may be accessed or processed by Vendor and/or Accenture, and Vendor and/or Accenture shall limit its access to or use of Client Personal Information to that which is necessary for the Client to procure the Vendor Products and Services from the Vendor, comply with applicable laws, or as otherwise directed by Client; and (ii) the Client shall be responsible for determining compliance with Privacy Laws, and Vendor and/or Accenture shall not be required to monitor or advise the Client regarding Privacy Laws. 16. Force Majeure. Neither party is liable for any delay or failure to perform its obligations hereunder due to any cause beyond its reasonable control, provided that each party will take commercially reasonable steps to minimize any delays or failures. 17. Non-Waiver. A waiver of any term or condition of this Purchase Order by either party does not constitute a subsequent waiver of such term or condition. 18. Severability. If any provision of this Purchase Order is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Purchase Order will continue in full force and effect. 19. Independent Contractors. In connection with this Purchase Order, Vendor is an independent contractor in relation to Accenture. Nothing in this Purchase Order shall be deemed or construed to create a joint venture, partnership, fiduciary or agency relationship between the parties for any purpose. Neither party will have any right or authority to act on behalf of, or to obligate or bind the other party, and neither party will represent to any third party that it has such right or authority. 20. Assignment. This Purchase Order, and Vendor s rights or duties arising hereunder may not be assigned, nor may the work contemplated be subcontracted, by Vendor without Accenture s prior written consent. Vendor agrees to allow the Client, at its option, to assign its interest in the Products to a third party for financing purposes and allows Accenture to transfer Products and licenses to such third parties for such purposes. 21. Compliance with Laws. Vendor warrants that it is in compliance with all applicable laws and regulations, including but not limited to, those relating to the design, manufacture, testing, labelling, sale and transportation of the Products, export control laws and provision of the Services. Vendor will comply with all applicable export control and economic sanctions laws and regulations of Japan, the United States and other governments in the performance of this Purchase Order and in the import, export, re-export, shipment, transfer, use, operation, maintenance, or repair of Products and any related technical data and Services (collectively, "Trade Control Laws"). Prior to providing Accenture any goods, software, services and/or technical data subject to export controls, Vendor shall provide written notice to Accenture specifying the nature of the controls and any relevant export control classification numbers. Accenture may decline to receive goods, software, services and/or technical data subject to export controls at a level other than EAR99/AT or equivalent, or to obtain other relief from Vendor. Notwithstanding any of other provisions of this Purchase Order, violation by Vendor of the Trade Control Laws will render this Purchase Order immediately terminable in Accenture's sole discretion upon notice by Accenture. Australia Resale PO Terms and Conditions DO NOT EDIT v Feb

5 22. Anti-Corruption Vendor represents and warrants that it is aware of, understands, has complied with, and will comply with, all applicable U.S. and foreign anticorruption laws, including without limitation, the U.S. Foreign Corrupt Practices Act ( FCPA ) and U.K. Bribery Act 2010 (all of the foregoing referred to as the Anticorruption Laws ) Each party will comply with all laws, rules, ordinances and regulations that are applicable to the performance of this Purchase Order. In no event shall either party be obligated under this Purchase Order to take any action that it believes, in good faith, would cause it to be in violation of any laws, rules, ordinances or regulations applicable to it Vendor will notify Accenture if it becomes a public official or if a public official takes ownership interest Vendor allows Accenture to disclose, to a Client or government, information related to violations of anticorruption laws or section 22 of this Purchase Order Vendor certifies that it is unaware of any existing or potential conflicts of interest between it and Accenture During the term of this Purchase Order and for a period of three (3) years thereafter, Accenture shall have the right, at its expense, to audit the books and records of Vendor related to Vendor s activities on behalf of or in connection with Accenture, including all charges made and services performed by Vendor pursuant to this Purchase Order and payments (whether in kind or in cash) made by Vendor for or on behalf of Accenture In the event of a breach of any of the representations, warranties, or covenants in Section 22, Accenture may, in its sole discretion and in addition to any other remedies it may have under law or this Purchase Order, terminate this Purchase Order immediately. Any claims for payment by Vendor with regard to a transaction for which such breach has occurred, including claims for services previously performed, shall be automatically terminated and cancelled and all payments previously paid shall be refunded to Accenture by Vendor. Vendor shall further indemnify and hold Accenture harmless against any and all claims, losses, or damages arising from or related to such breach and/or termination of this Purchase Order All invoices submitted to Accenture must include adequate documentation, including: a. a statement that the services performed and expenses incurred comply with Accenture s Supplier Standards of Conduct (as set forth in Section 24 below) and the provisions of this Purchase Order; b. an explanation of the services provided during the period covered by the invoice; and c. itemized expenses with receipts (or other documentation if a receipt is unavailable) Vendor represents that it is not currently under actual or, to Vendor s knowledge, threatened investigation or inquiry, or being audited by the U.S. Government or other governmental authority in connection with alleged noncompliance with any Anticorruption Laws None of Vendor s directors, officers, partners or employees is presently (or has been within the last two (2) year(s)) a government official, representative, or employee of any political party, holder of public office, or a candidate for public office. Vendor covenants that it will inform Accenture promptly in writing, if any such person assumes such a position during the term of this Purchase Order while at the same time remaining one of Vendor s directors, officers, partners or employees Vendor is fully qualified, licensed and registered to assist Accenture as required by the laws, regulations, rules, decrees and other directives applicable to it With respect to any transaction effected or performance of services in connection with this Purchase Order, Vendor will maintain proper and accurate books, records, and accounts that accurately and fairly reflect, in reasonable detail, any payments made, expenses incurred, and assets disposed of, indicating the purpose therefor and the person (including position and title) for whose benefit the payment or expense was made, with such records to be made available upon request to Accenture. Vendor will also maintain an internal accounting controls system to ensure the proper authorization, Australia Resale PO Terms and Conditions DO NOT EDIT v Feb

6 recording, and reporting of all transactions and to provide reasonable assurances that violations of the Anticorruption Laws of the applicable jurisdictions will be prevented, detected, and deterred Vendor agrees to maintain such books, records, and internal accounting controls for five (5) years or longer as necessary to enable Accenture to conduct a reasonable review of books and records related to all transactions conducted by Accenture with Vendor. Vendor has not and will not provide Accenture any inaccurate documentation and records in connection with any function performed under this Purchase Order In the event that Accenture has reason to believe that a breach of any of the representations, warranties, and covenants under this Section 22 has occurred or may occur, Accenture may withhold any payments otherwise due and payable under this Purchase Order until it receives confirmation to its satisfaction that no breach has occurred or will occur. Accenture shall not be liable to Vendor for any claims, losses or damages whatsoever related to its decision to withhold payments under this Section An authorized representative of Vendor shall execute the annual Anticorruption Compliance Certification at the conclusion of the first and second years after Purchase Order execution Vendor has disclosed to Accenture complete, truthful, and accurate information related to compliance by Vendor with Anticorruption Laws and other laws and regulations relating to anti-money laundering, export controls and sanctions, and anti-boycott, including, without limitation, voluntary disclosures and internal and external memoranda and reports on any investigation, audit, or review conducted of or by Vendor Vendor will not prepare, approve, or execute any contract or other document or make any record that Vendor knows or has reason to know is false, inaccurate, or incomplete Vendor is organized for legitimate business purposes and not for any unlawful purpose, and has only lawful sources of funding Neither Vendor, nor any of its directors, officers, employees or agents has been convicted of or pleaded guilty to an offense involving fraud, corruption, or moral turpitude, nor has any such person been listed by any government agency as debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for government procurement programs Vendor agrees to give prompt notice in writing to Accenture in the event that at any time during the term of this Purchase Order Vendor breaches any representations or warranties or fails to comply with any covenants under this Section 22 of this Purchase Order. Vendor further agrees to give prompt notice in writing to Accenture about any potential violation of the representations, warranties, and covenants under this Purchase Order of which it obtains knowledge or becomes aware, or has reasonable grounds to believe has occurred Vendor agrees to cooperate in good faith with Accenture and its representatives in the event of an actual or potential violation of any Anticorruption Laws, or any representations, warranties, and covenants under this Purchase Order, by it, its officers, directors, or employees, including providing access to its officers, directors, and employees for interviews. 23. Termination Rights. Either party may terminate this Purchase Order, without cause or penalty, upon 30 days prior written notice. 24. Standards of Conduct. Accenture is committed to conducting its business free from unlawful, unethical or fraudulent activity. Vendors are expected to act in a manner consistent with the ethical and professional standards of Accenture as described in the Accenture Supplier Standards of Conduct, including prompt reporting of unlawful, fraudulent or unethical conduct. A copy of the Supplier Standards of Conduct can be found at: Governing Law. This Purchase Order is governed by and interpreted in accordance with the laws of the State of New South Wales, Australia, without regard to principles of conflict or choice of law. The parties submit to the exclusive jurisdiction of the courts of the State of New South Wales, Australia. 26. Survivability. The provisions of this Purchase Order, which by their nature survive termination or expiration, including but not limited to provisions shall survive termination or expiration of this Purchase Order. Australia Resale PO Terms and Conditions DO NOT EDIT v Feb

7 27. Notices. Notices to be provided under this Purchase Order must be in writing. Such notices shall be sent to the address of the applicable party as set out in this Purchase Order. 28. Two-Tier Resale and Distributors. In addition to direct sales to Clients, Vendor grants Accenture, under the terms of this Purchase Order, the right to resell and/or remarket Products and Services identified in this Purchase Order through a third party for resale to the Client. Accenture will determine the prices at which Products and Services are provided to such third-party reseller. If requested by Vendor, Accenture will provide the third-party reseller with Vendor s applicable Client Agreements. Notwithstanding anything else in this Purchase Order, Vendor allows Accenture to purchase Products and Services from a third party (the Distributor ). For such purchases through the Distributor, the terms of this Purchase Order, including but not limited to any warranties and indemnities by Vendor to Accenture, will apply to Accenture s purchase through the Distributor, excluding Accenture s ordering and payment obligations, and any other Accenture obligations that would not reasonably apply to an indirect sale from Vendor through the Distributor. Notwithstanding the foregoing, Vendor agrees that, at Accenture s option, Vendor will extend to Accenture any or all terms contained in the agreement between Distributor and Vendor. Australia Resale PO Terms and Conditions DO NOT EDIT v Feb