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Lenovo Business Partners
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Special Bids Addendum to the Lenovo Solution Partner Agreement

Overview:
Today Lenovo is announcing the Lenovo Solution Partner Special Bid Addendum to the Lenovo Solution Partner Agreement.

 

In order to sell and win with Lenovo products in a competitive opportunity, discounted pricing may be required. Requests for discounted pricing for an end user customer in a competitive situation may be initiated by Lenovo Authorized Resellers. These Resellers should initiate the special bid pricing request by providing in writing to the Lenovo Marketing Specialist assigned to the end user customer account, details on the competitive environment as well as the end user's name and address, the proposed Lenovo equipment, configurations and quantities and the Reseller requested special bid pricing. If Lenovo elects to make special pricing available for the opportunity, Lenovo will inform those resellers identified by the end user customer.

 

If you do not know the Sales Specialist assigned to the end user customer account or need additional information or questions answered on the special bid process, please contact the Lenovo Partner Assist Team1-877-536-9955.

 

Effective immediately, all new Lenovo Special Bid Discount approvals will contain a link to the attached Addendum and Supplement.

 

DEFINITIONS
The following definitions are in addition to those in the Agreement.

  1. ELIGIBLE PRODUCTS: Products specified in the Special Bid Transaction Supplement which are eligible for Special Bid Discounts.
  2. SPECIAL BID DISCOUNT: Depending on the Solution Partner's fulfillment choice, the amount, calculated as provided in this Addendum that is either:
    • the "Special Bid Discount Rebate" that is calculated as the difference between the Lenovo published Bid Index and the Special Bid Discount Price, OR
    • the difference between your available price (the announced Web price less your earned Solution Partner discount) and the Special Bid Discount Price when product is Net Billed.
  3. SPECIAL BID DISCOUNT PRICE: Depending on the Solution Partner's fulfillment choice, the Special Bid Discount Price is the:
    • when sourcing from Lenovo directly (Net Bill), it is the price you will be invoiced, excluding any additional applicable uplifts
    • when authorized to participate in Distributor Net Bill Option program (DNO) and sourcing from your Lenovo Authorized Distributor of choice, it is the price you will be invoiced, excluding any additional applicable uplifts,
    • When not using a Net Billing option, (i.e.: when sourcing from LENOVO directly at your available price, which is defined as the announced Web price less your earned Solution Partner discount, or, if not authorized to participate in DNO, from Lenovo Distribution), it is the price in the Special Bid Transaction Supplement that will be used to calculate the Special Bid Discount Rebate (the rebate amount being the delta between the Lenovo published Bid Index and the Special Bid Discount Price) This Special Bid Discount Price may not be the actual price you will be charged for the product and it is not a price offered by Lenovo to the Customer. You must set your own price and terms to the Customer.
  4. CUSTOMER: The end user enterprise specified in the Special Bid Transaction Supplement, to which sales of Eligible Products may qualify for Special Bid Discounts.
  5. BID INDEX: This is a factor used in a calculation to determine your eligible Special Bid Discount Rebate amount.
  6. NET BILL: For purposes of this Addendum, this term describes the transaction in which the Reseller acquires product from:
  7. Lenovo directly and is invoiced at the applicable Special Bid Discount Price for product and any applicable uplifts your Lenovo Authorized Distributor of choice at the applicable Special Bid Discount Price for product and any applicable uplifts, if you are authorized to participate in the DNO program
  8. LENOVO WEB PRICE: For purposes of this Addendum, this is the published price for Lenovo PC products. This term is interchangeable with "List price".
  9. GENERALLY ACCEPTED ROUNDING GUIDELINES: Any cents will be calculated to the third decimal and where the third digit is 5 or less, will be rounded to the next lowest penny (i.e.: $814.224 = $814.22) and where the third digit is 6 or more, will be rounded to the next highest penny (i.e.: $814.987 = $814.99)

 

DATES
Lenovo will specify the Start Date applicable to this Addendum in the Special Bid Transaction Supplement. If we do not, the Start Date is the later of the Effective Date of your Agreement Profile or the date on which this Addendum is accepted by you. The Addendum will expire on the earlier of the End Date specified in the Special Bid Transaction Supplement, or the date on which your Agreement Profile expires or is terminated. The Special Bid Transaction Supplement may reference approved products and pricing that will have specific effective and delete dates that may be different than the Addendum duration dates; the Special Bid Transaction Supplement's specific product and price effective and delete dates will prevail over the Addendum duration dates.

 

Eligible Products

  1. Special Bid pricing is subject to supply availability. This Special Bid Addendum and Special Bid Transaction Supplement is not a guarantee of supply or availability to you or your Lenovo Authorized Distributor.
  2. For product to be eligible for Special Bid Discounts they must be Eligible Products purchased from Lenovo or a Lenovo Authorized Distributor.
  3. The following products are excluded from discounting unless otherwise identified in the Special Bid Transaction Supplement: printer products, warranty service replacement parts FRU), supplies and accessories, software, and any product that is not priced by or ordered from Lenovo (i.e.: Touch Displays).
  4. No substitutions may be made without specific written authorization as an update to the Special Bid Addendum and/or Special Bid Transaction Supplement. Lenovo reserves the right to substitute equivalent products as replacements for the Eligible Products at the Special Bid Discount. If such substituted products have additional performance or function, the Special Bid Discount may be subject to adjustment by Lenovo. We will notify you in writing as part of the Special Bid Addendum and Special Bid Transaction Supplement of any adjustments that apply. You are responsible for implementing any necessary contractual terms with the Customer to ensure that this term is flowed through to the Customer.
  5. You are responsible for implementing any necessary contractual terms with the Customer to ensure that the applicable terms and conditions of the Special Bid Addendum and the discounting of the Special Bid Transaction Supplement are flowed through to the Customer. Your terms should be sufficient to enable you to recover any discounts you provided to the Customer due to price increases or should the sales be determined to be ineligible for Special Bid Discounts.
  6. If the Special Bid Discount Price is based on a total configuration price, any components that are acquired by the customer separately and not as part of a total configuration are not considered in creating the Special Bid price. For product sourced from Lenovo directly, Special Bid pricing will be based on the total configuration ordered. For product that is sourced through Lenovo Authorized Distributor(s), there must be sufficient invoice detail/documentation at the time of filing the Special Bid Rebate claim to demonstrate for each system corresponding features and options or peripherals that equate to the total configuration.
  7. Standard warranty provisions apply to Eligible Products.
  8. Eligible Products may be designated as only being available through certain fulfillment routes. Such will be specified in the Special Bid Transaction Supplement or updates thereto during the duration of the Special Bid Addendum. Sourcing product, that has been designated as only being available through certain fulfillment routes, from any other route, or substituting product, will invalidate the Special Bid pricing for the sold products. Lenovo reserves the right to recover any associated Special Bid Discount on such product.

 

Eligible Sales
Regardless of the way in which you acquired the Eligible Product in an authorized manner, your Special Bid Discount for the Eligible Products is based on the following:

  1. Special Bid Discount Prices are only valid between the effective and the expiration date indicated in the Special Bid Transaction Supplement and as provided in the Special Bid Addendum, unless otherwise permitted in Section II (Dates). Sales to the End User prior to the effective date or after the appropriate expiration date are not eligible for Special Bid Discount. Special Bid Discounts for product that is Net Billed only apply when acquisitions of the product from Lenovo or Lenovo Authorized Distributor are made on or after the effective date or prior to the appropriate expiration date.
  2. Sales must be reported via EDI or the Solution Partner Web site for End User sales reporting, including the serial numbers for system units, projectors and monitors. Eligibility for Special Bid Discounts when Net Billed, as well as for Special Bid Discount Rebate payment is dependent on those sales being reported through the End User sales reporting process in the required manner. Failure to comply with this reporting requirement can result in Lenovo recovery of any Special Bid Discount made available as well as withdrawal of discount eligibility either through the Special Bid Discount Rebate process or Net Billing.
  3. Prior to your sales of any Eligible Product or passing of any Special Bid Discount in your sales out invoicing, you must validate the identity of the specified Customer and verify that the Customer qualifies as an End User and is purchasing the Eligible Products for its own internal use and not for resale. Special Bid Discounts are available for qualifying sales of Eligible Products to the specified Customer for its internal use unless specifically authorized otherwise, in writing, from Lenovo.
  4. Sales to affiliates, associates or employees of the specified Customer do not qualify for Special Bid Discounts unless otherwise approved in writing by LENOVO.
  5. Sales to the specified Customer other than for its own internal use or other sales in violation of the Agreement or Addendum are ineligible for Special Bid Discounts and such sales may result in cancellation of the Special Bid Addendum and/or the Agreement, and recovery by Lenovo of any Special Bid Discount either included in the invoice from Lenovo directly or as the result of submitting a Special Bid Discount Rebate claim. This is in addition to any other remedies available to Lenovo under the Agreement.
  6. No other Lenovo Solution Partner discounts, credits, rebates or other incentive programs apply to sales eligible for the Special Bid Discounts unless the terms of such programs specify that they can be combined with a Special Bid Discount offer.

 

Special Bid Discounts
Special Bid Discounts are available to you in one of the following ways, under the terms and conditions indicated below:


A. PRODUCT IS SOURCED VIA "NET BILL"

  1. Orders placed for Eligible Product via a Net Billed program should clearly reference the Special Bid number assigned to the appropriate Special Bid Addendum.
  2. Should there be a discrepancy between your expected Special Bid Discount Price (plus any applicable uplift), or the price indicated on your Purchase Order, and the Special Bid Transaction Supplement, the Special Bid Transaction Supplement will prevail. The discrepancy can be further reviewed for eligibility through the published Special Bid Dispute process. If you are authorized to participate in Distributor Net Bill Option program (DNO), and you are purchasing through an Lenovo Authorized Distributor, any discrepancy between your expected Special Bid Discount Price (plus any applicable uplift) and the price your are invoiced by your Lenovo Authorized Distributor of choice is to be resolved between yourself and your Lenovo Authorized Distributor. Lenovo will not participate in the resolution of pricing disputes between yourself and your Lenovo Authorized Distributor of choice.
  3. Pricing actions subsequent to the date of the Special Bid Addendum may result in the published Lenovo Web price or Bid Index being a better price than the Special Bid Discount Price. Through management of the Special Bid Addendum and Special Bid Transaction Supplement, Lenovo will try to ensure that the Special Bid Discount Price offered is not surpassed by the published Lenovo Web price or Bid Index. However, it is the reseller's responsibility at the time of placing their order to ensure that the Special Bid Discount Price is the best price available to the reseller for that opportunity.
  4. You must raise any disputes with Lenovo regarding approved Special Bid Discounts within sixty (60) days of shipment of the product to you. You must use the Lenovo published Special Bid Dispute process. Failure to raise the dispute through this process and by this deadline will results in the forfeiture of your right to any related Special Bid Discounts.
  5. In case of an increase in Lenovo costs, Lenovo reserves the right to modify the Special Bid Discount, Special Bid Discount Price, Bid Index and Lenovo Web Price. We will give you 30 days written notice of any such modification. Price increases will not apply to orders that are both received and scheduled to ship prior to the effective date Lenovo specifies in the notice.
  6. All calculations to determine the Special Bid Discount that involves percentages, will follow the Generally Accepted Rounding Guidelines.
  7. Product sourced from Lenovo directly and invoiced at the Special Bid Discount Price is not eligible for return to Lenovo, other than within the published Defective on Arrival (DOA) terms. The price to you will be adjusted to Bid Index through a debit invoice for that product, making it eligible for sale to any Customer.
  8. Product sourced from Lenovo directly and invoiced at the Special Bid Discount Price via Net Bill and held in inventory for more than 45 days may be affected by updates to the Special Bid Discount Price. Solution Partners holding Net Billed inventory beyond 45 days do so at their own risk.
  9. In the event you purchase product at Special Bid Prices using a Credit Card, and adjustments to the original net billed price are required to recover the Special Bid Discounts due to sales in violation of the Agreement or this Addendum (for example and not limited to, sales to parties other than the customer), HEREBY AUTHORIZE LENOVO OR ITS CONTRACTORS TO USE THE SAME CREDIT CARD NUMBER TO CHARGE SUCH ADJUSTMENTS TO YOUR CREDIT CARD WITHOUT PRIOR APPROVAL FROM YOU.

 

B. PRODUCT DISCOUNTING VIA SPECIAL BID REBATE CLAIM


  1. Special Bid Discounts may be based on either a percentage discount off of Lenovo Web Price or a specific Special Bid Discount Price by part number. The following calculation will be used to determine the amount of the Special Bid Discount Rebate for each Eligible Product:
    • where a "percentage-off-Web" discount applies, the discount calculation for Eligible Product is the difference between the Lenovo published Bid Index and the applicable percentage off the Lenovo Web Price in effect at the time of the Customer acquisition. The Lenovo published Bid Index and the applicable percentage are both calculated using the Generally Accepted Rounding Guidelines. Should the approved percentage discount calculation result in a net Special Bid Discount Price that is higher than the published Bid Index, no Special Bid Discount Rebate is due to you.
    • when a specific Special Bid Discount Price by part number applies, the Special Bid Discount Rebate is the difference between the Lenovo Bid Index (using Generally Accepted Rounding Guidelines) and the Special Bid Discount Price for that product at the time of the Customer acquisition.
  2. When the fulfillment choice used results in your having to file for a Special Bid Discount Rebate, the Special Bid Discount Price is used solely to calculate the Special Bid Discount Rebate you will receive after you make a qualifying sale of Eligible Product to the specified End User Customer and you file a Special Bid Rebate claim in accordance with the claim filing instructions in effect at the time. The Special Bid Discount Price is not the price that you will be charged by Lenovo or your Lenovo Authorized Distributor, nor is it the price to the Customer for eligible product.
  3. If the Eligible Product(s) subject to Special Bid pricing include any product that is available in multi-packaging or bulk packaging, the Business Partner may provide to the Customer and file claims for Eligible Product in individual or packaged units. The Special Bid Discount Rebate will be calculated based on the lowest Lenovo Published Bid Index based for any quantity of that product, regardless of whether the Solution Partner purchased and/or sold the product packaged in individual or packaged size units.
  4. The Special Bid Discount Rebate calculation is based on Lenovo's published Web Price and the published Lenovo Bid Index for Eligible Product, not the price you actually paid Lenovo or your Lenovo Authorized Distributor. However, if the price you actually paid Lenovo or your Lenovo Authorized Distributor is less than the Lenovo Published Bid Index, Lenovo may refuse to pay Special Bid Rebate claims or may recover Special Bid Discount Rebates on all or part of the Special Bid Discount Rebate calculated.
  5. The date of Customer acquisition is assumed to be the day that the product ships to the Customer. Normally the ship date is the same as the invoice date. The Special Bid Discount Rebate is calculated based on the published Lenovo Bid Index and the Special Bid Discount Price or percentage discount from Lenovo Web Price for the Eligible Product on the date of the invoice to the Customer. If the actual product ship date is other than the invoice date and the Special Bid Discount Rebate calculation is affected, you should refer to the published Special Bid Dispute process for further consideration.
  6. Pricing actions subsequent to the date of the Special Bid Addendum may result in the published Lenovo Web price or published Lenovo Bid Index being a better price than the Special Bid Discount Price. Through management of the Special Bid Addendum and Special Bid Transaction Supplement, Lenovo will try to ensure that the Special Bid Discount Price offered is not surpassed by the published Lenovo Web price or Lenovo published Bid Index. However, it is the reseller's responsibility at the time of reconciling any Lenovo Special Bid Rebate claim payment to ensure that the Special Bid Discount Price is the best price available to the reseller for this opportunity . Should a discrepancy be identified, this can be further reviewed for eligibility through the published Special Bid Dispute process.
  7. In case of an increase in Lenovo costs, Lenovo reserves the right to modify the Special Bid Discount, Special Bid Discount Price, Bid Index and Lenovo Web Price. We will notify you in writing, with 30 days notice, of any such modifications. Price increases will not apply to claims filed for end user sales that are dated prior to the effective date of the increase as indicated in the notice.
  8. You will not be credited more than the amount you indicate in your claim submission (i.e.: expected Special Bid Discount Rebate amount per item). Lenovo will validate the claim and pay only the amount our records indicate is due.
  9. Should the situation arise where the sales to the intended Customer cannot be completed and a Special Bid Discount Rebate claim for that sale has already been submitted and processed, you must notify Lenovo following the published instructions for Special Bid Discount Rebate claim filing.
  10. All calculations to determine the Special Bid Discount Rebate amount that involves percentages, will follow the Generally Accepted Rounding Guidelines.

 

Special Bid Discount Rebate Claim Process

  1. You must obtain all Special Bid Discounts Rebates by submitting your claim within sixty (60) days of shipment of the Eligible Product to the Customer. Any claims for Special Bid Discount Rebates submitted beyond this timeframe will be rejected and are deemed forfeited by you.
  2. All Special Bid Discount Rebate claims must be filed using the published process. All Solution Partners must use the currently published Lenovo template and instructions.
  3. You are responsible for tracking the Special Bid Rebate amount due you and submitting a claim for the complete amount in accordance with the process for claim filing in effect at the time your claim is submitted.
  4. You must raise any disputes regarding Special Bid Discount claims within sixty (60) days of Lenovo processing the Special Bid Discount Rebate claim, as represented by the date of the Lenovo credit memo invoice or the date of the Dealer Incentive Rebate Transaction report, whichever date is the earliest. Failure to raise the dispute by this deadline will result in your forfeiting the right to any Special Bid Discounts that are the subject of those claims.

 

Recovery of Special Bid Discounts by Lenovo

  1. Special Bid Discounts, regardless of whether they are in the form of a Special Bid Discount Rebate or Net Bill at the Special Bid Discount Price at the time of shipment from Lenovo, are based on Eligible Product being sold to the End User Customer specified in the Special Bid Addendum and its' Special Bid Transaction Supplements. In the event it is determined that Eligible Product was sold to other than the intended Customer; Lenovo reserves the right to recover any Special Bid Discount. In addition, this may disqualify the submitting Solution Partner from this or any future Lenovo Special Bids Discounts, promotions or programs and may cause Lenovo to terminate the Solution Partner Agreement.
  2. Product submitted for Special Bid Rebates must have been purchased from Lenovo or a Lenovo Authorized Distributor. Product sourced outside of those guidelines is not eligible for Special Bid Discount and would therefore be subject to discount recovery. In addition, this may disqualify the submitting Solution Partner from this or any future Lenovo Special Bids Discounts, promotions or programs and may cause Lenovo to terminate the Solution Partner Agreement.
  3. Special Bid Discount Rebates are based on your having paid at least a price equal to the Lenovo Published Bid Index. In the event that you paid less than the Bid Index, the relevant Special Bid Discount will be calculated based on the actual price paid, (without taking into account any uplifts or margins included in that price). Lenovo reserves the right to recover any Special Bid Discounts that were based on any other calculation.
  4. Lenovo may audit any Special Bid Discount claim or resale of any Eligible Product. False or fraudulent claims, unauthorized resale of Eligible Product or failure to allow Lenovo to review product sales may disqualify the Solution Partner from this or any future Lenovo Special Bid Discounts, promotions or programs and may cause Lenovo to terminate your Solution Partner Agreement.
  5. The intent of the Special Bid Discount being granted by Lenovo is to enable the Solution Partner(s) to secure business in a competitive environment. In the event it becomes evident that a substantial portion of the Special Bid Discount was not passed through to the End User, Lenovo reserves the right to seek recovery of some or all of the Special Bid Discount, due to the fact that failure to pass through a substantial portion of the discount demonstrates that the discount level was not necessary to secure the End User business.
  6. In the event you purchase product at Special Bid Prices using a Credit Card, and adjustments to the original net billed price are required to recover the Special Bid Discounts due to sales in violation of the Agreement or this Addendum (for example and not limited to, sales to parties other than the customer), HEREBY AUTHORIZE LENOVO OR ITS CONTRACTORS TO USE THE SAME CREDIT CARD NUMBER TO CHARGE SUCH ADJUSTMENTS TO YOUR CREDIT CARD WITHOUT PRIOR APPROVAL FROM YOU.

 

However, at Lenovo's discretion, recovery of Special Bid Discounts for Eligible Product purchased using a credit card may result in an LENOVO debit invoice directly to the Solution Partner as opposed to a debit via the credit card used for the initial purchase. The Solution Partner's failure to pay that invoice may result in Lenovo's terminating the Solution Partner's eligibility for Net Billing options of any kind, and/or Lenovo's requiring all future sales to be on a "cash only" basis. Regardless of how Lenovo chooses to recover a Special Bid Discount, Lenovo does not thereby waive any other rights it may have under the Agreement, this Addendum and at law.

 

This Addendum, the Special Bid Transaction Supplement, and the Agreement constitute the entire agreement among the parties relating to this subject and supersede all oral or other written communications among the parties relating to these matters. Except as modified herein, all other terms and conditions of the Agreement remain unchanged.

 

We have agreed that your signature is not required on this Addendum. You agree to it by placing an order for an Eligible Product, providing an Eligible Product to the Customer, filing a claim for a Special Bid Discount for an Eligible Product, or establishing a Customer price based on its pricing and/or terms.


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