Is the contract of sale, including binding arbitration, referenced on the packaging of Western Digital (WD) products legally binding?
To summarise the relevant facts:
- This is a contract of sale between WD and the consumer, and the packaging of products from WD subsidiary SanDisk claim that WD is the seller of record. However, these products are available for sale from third parties, making it unclear who the actual seller is. Whether privity of contract would prevent WD from entering into such a contract is therefore unclear.
- The existence of said contract is marked on the box, and the actual terms are available online and inside the box.
- As worded, this is a contract of sale which takes effect at purchase time. It is not a "shrink wrap" contract or license agreement; the text of the contract does not contain a license to the drive's firmware or other copyrighted content.
On the retail packaging of a WD hard drive I recently purchased, I noticed text stating that the purchase is subject to terms and conditions listed on the WD website and inside the box, including binding arbitration (example). To clarify, this is not a license agreement; the contract does not contain a copyright or other IP license.
I understand that WD could refuse warranty service for a variety of valid reasons and shouldn't be liable for data loss due to failure, and it can place disclaimers on the product that are enforceable. However, what strikes me as legally questionable is the manufacturer's attempt to bind the buyer to a contract for a sale it is not involved in (see edit below). I only found this text on the bottom of the box after purchase and was never presented with a contract to sign at the time of the purchase that had WD as a party to it.
Given that the implied contract of sale is between the retailer and consumer, can a company impose conditions on the sale of products that it manufactured without being a party to said contract of sale? Under what circumstances, if any, is the arbitration agreement enforceable? Would the terms apply even if I never sought warranty service?
Indeed, does the manufacturer have any ownership or other rights (aside from intellectual property) on the physical products sold by a retailer? If so, does this enable the manufacturer to impose conditions of this sort? (For example, can an authorized retailer contract between the manufacturer and retailer allow or require the latter to execute such an agreement on behalf of the manufacturer without the consumer's knowledge?) Is there an exception to privity of contract that allows this?
On a routine trip to Best Buy, I found the following text on the packaging of a SanDisk product (WD acquired SanDisk in 2016):
Western Digital Technologies, Inc. is the seller of record and licensee in the Americas of SanDisk® products.
The verbiage here strongly suggests that despite the fact that I'm buying the product from a retailer, the actual owner of the product prior to its sale is WD.
If the owner is indeed WD, how am I able to enter into a contract of sale with the retailer to purchase the product? Am I missing something?