Commercial Terms And Conditions
TERMS AND CONDITIONS
1. Definitions and Interpretation
a) 'DESKTOP NETWORK SYSTEMS ' means Desktop Network Systems Limited, registered in England and Wales as Company Number 3279668.
b) 'Customer' means any individual or firm that has purchased, or has offered to purchase Goods or Services from DESKTOP NETWORK SYSTEMS.
c) 'Goods' means any goods that DESKTOP NETWORK SYSTEMS has sold or is proposing to sell to the Customer.
d) 'Services' means any services that DESKTOP NETWORK SYSTEMS has sold or is proposing to sell to the Customer
e) 'Agreement' means any transaction or proposed transaction between DESKTOP NETWORK SYSTEMS and the Customer relating to the sale/purchase of Goods or the supply of Services.
f) These terms and conditions shall apply to and be incorporated into every agreement between DESKTOP NETWORK SYSTEMS and the Customer.
g) These terms and conditions supersede any previous terms and conditions of the DESKTOP NETWORK SYSTEMS.
h) These terms and conditions shall take precedence over any terms and conditions of the Customer and shall not be varied without the written or
email consent of a director of DESKTOP NETWORK SYSTEMS.
2. Service Availability
a) DESKTOP NETWORK SYSTEMS' website is intended for use only by individuals or businesses resident in the countries of the United Kingdom of Great Britain and Northern Ireland ('The Serviced Countries'). DESKTOP NETWORK SYSTEMS does not accept orders from individuals or businesses outside the Serviced Countries. Certain of the Products sold on its site may be subject to restrictions that prevent them from being exported outside the Serviced Countries.
b) Any person placing an order through DESKTOP NETWORK SYSTEMS' website warrants that:
(i) that person is, or is authorised to contract on behalf of, a Customer that is a business based in the Serviced Countries and not a consumer (if you are a consumer please go to the consumer section of our site here [insert link to consumer section];
(ii) that person is legally capable of entering into binding contracts;
(iii) if individuals the Customer and the person placing an order are at least 18 years old;
(iv) the Customer is resident in one of the Serviced Countries; and
(v) the person placing the order is accessing the DESKTOP NETWORK SYSTEMS' website from that country.
3. Price
a) Unless otherwise stated, prices for Goods or Services quoted by DESKTOP NETWORK SYSTEMS are exclusive of value added tax (VAT), delivery, and insurance and payment surcharges (where applicable).
b) DESKTOP NETWORK SYSTEMS shall be entitled to apply additional delivery charges where the Customer requests partial delivery of an order. Where partial delivery is not requested, DESKTOP NETWORK SYSTEMS may wait until all Goods included in an order are in stock before delivering to the Customer. DESKTOP NETWORK SYSTEMS shall not be obliged to provide any Services before delivery of the Goods to which those Services relate.
c) Prices quoted are those current at the time of quotation. DESKTOP NETWORK SYSTEMS shall be entitled to alter prices to those current at the time of order, or withdraw the quotation where the Goods or Services can no longer be supplied.
d) DESKTOP NETWORK SYSTEMS shall be entitled to alter prices to correct errors or omissions.
4. Payment
a) Payment for all Goods and Services must be made in full, at the time of order, by credit or debit card.
b) DESKTOP NETWORK SYSTEMS is not obliged to deliver Goods or Services before the credit card or debit card transaction has been authorized.
c) DESKTOP NETWORK SYSTEMS may refuse to deliver Goods or Services and pass on any information it holds to the police or other authorities if a credit card or debit card has been used to commit fraud or any other crime or if it has any evidence or suspicion that a Customer is attempting to commit fraud or any other crime..
d) If, for any reason, full payment has not been received by DESKTOP NETWORK SYSTEMS for Goods that are in the possession of the customer or Services that have been provided to the Customer, it may charge interest on the outstanding amount from the date of delivery on daily basis in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
5. Delivery
a) All delivery dates quoted, whether verbally or otherwise are best estimates and are therefore not guaranteed. DESKTOP NETWORK SYSTEMS shall have no liability for any delay in delivery or for non-delivery or for any resulting cost or loss whatsoever.
b) Delivery of Goods to the Customer's address or any other place requested by the Customer shall constitute delivery and the risk of any loss, destruction of or damage to them passes to the Customer upon such delivery.
c) DESKTOP NETWORK SYSTEMS shall be entitled to make partial deliveries, and if it does so these terms and conditions shall apply to each partial delivery as if it were made in accordance with a separate Agreement.
6. Loss or Damage in transit
a) DESKTOP NETWORK SYSTEMS will not be responsible for damage or loss of Goods or part thereof in transit or for any discrepancy between the Goods delivered and the Goods ordered unless the Customer gives written or email notice of a claim to DESKTOP NETWORK SYSTEMS within three working days of delivery or (if the Goods have not been delivered) the date on which delivery was due.
b) In the event of damage of Goods or part thereof in transit or of any discrepancy between the Goods delivered and the Goods ordered, the Customer must hold the Goods and make them available for inspection or collection by DESKTOP NETWORK SYSTEMS or its representatives or agents on request.
7. Title
a) Even where Goods have been delivered and the Customer is responsible for any loss, destruction of or damage to them in accordance with clause 5b) above, the legal and beneficial ownership of the Goods will remain with DESKTOP NETWORK SYSTEMS until it has received payment in full of: -
i) all amounts payable to DESKTOP NETWORK SYSTEMS in relation to the Agreement under which those Goods were provided, and
ii) all other amounts due from the Customer to DESKTOP NETWORK SYSTEMS in respect of any and all other Agreements.
b) Until the Customer becomes the owner of the Goods in accordance with 6a) above, the Customer shall:-
i) hold the Goods on behalf of DESKTOP NETWORK SYSTEMS, who may, at any time and without prior notice, require the Customer to deliver the Goods back to DESKTOP NETWORK SYSTEMS and, if the Customer fails to do so, enter the premises where the Goods are situated with its representatives or agents to repossess the Goods;
ii) not sell, part with possession of, use, or do anything else detrimental to DESKTOP NETWORK SYSTEMS' ownership of the Goods and will ensure that they are kept separate from any other item, properly stored, protected and clearly identifiable as DESKTOP NETWORK SYSTEMS' property, and are insured to their full replacement value against all normal comprehensive risks.
c) After DESKTOP NETWORK SYSTEMS has repossessed any Goods it may sell them and the proceeds of sale will belong to DESKTOP NETWORK SYSTEMS absolutely and the Customer will have no right or interest in those proceeds. If the net proceeds received by DESKTOP NETWORK SYSTEMS are less than the amount payable to it in relation to the relevant Agreement, it may recover the balance from the Customer.
d) If ownership of the Goods has not passed to the Customer, then in the event of any loss, destruction of or damage, all insurance proceeds receivable by the Customer in respect of those Goods shall be held in trust by the Customer for DESKTOP NETWORK SYSTEMS in a separate account and first be applied towards discharging any sums payable by the Customer to DESKTOP NETWORK SYSTEMS whether under the relevant Agreement or otherwise.
f) Even if ownership of the Goods has not passed to the Customer, DESKTOP NETWORK SYSTEMS may recover all sums payable to it in relation to the relevant Agreement.
8. Returns & Cancellations
The Customer shall not return any Goods (except in accordance with Condition 8), or cancel any orders for Goods or Services without DESKTOP NETWORK SYSTEMS' written or email consent. Such consent may not be given where Goods have been specially purchased by DESKTOP NETWORK SYSTEMS to meet the Customer's requirements, or if the Goods have a sales value of £20 + VAT or less. If DESKTOP NETWORK SYSTEMS at its discretion gives consent, it reserves the right to charge a restocking fee of up to 15% + VAT of the price of the Goods in question, or £15 + VAT, whichever the greater. For more details, please see our REFUND POLICY
9. Guarantee
a) If within one calendar month of being delivered, any defect in the Goods is discovered which is directly due to faulty materials or workmanship or any Defect in the services is discovered which is directly due to the negligence of DESKTOP NETWORK SYSTEMS or its employees DESKTOP NETWORK SYSTEMS should be promptly notified. DESKTOP NETWORK SYSTEMS will within a reasonable time after such notification at its option remedy the defect or damage by replacement or repair, or provision of replacement Services without additional charge, or raise a credit note, as it considers in its discretion appropriate. If a credit note is raised, it will first be utilised against any existing indebtedness of the Customer to DESKTOP NETWORK SYSTEMS, then the balance refunded by the same payment method by which the relevant Goods or services were paid for by the Customer.
b) The guarantee will be subject to the following conditions:-
i) it will not apply to defect or damage resulting from any alteration or modification of the Goods without the prior written or email consent of a director of DESKTOP NETWORK SYSTEMS, incorrect storage, normal wear and tear, misuse, abnormal conditions of use, incorrect installation, maintenance or repair, use which is not in accordance with the manufacturer's instructions, any act or omission of the Customer or any third party or any fault in any other goods or equipment.
ii) The Customer must complete and submit the DESKTOP NETWORK SYSTEMS Return of Materials Authorisation (RMA) form in relation to any such defect or damage. If it appears to DESKTOP NETWORK SYSTEMS from the information submitted on the RMA form that such defect or damage is covered by the guarantee, an RMA number will be issued confirming the Goods in question may be returned for inspection. If, on inspection, it is discovered that information supplied on the RMA form is materially incorrect, or that the Goods did not originate from DESKTOP NETWORK SYSTEMS,or that defect or damage is not covered by the guarantee, the RMA number is void and the Goods will be made available for collection by the Customer or their representatives or agents and any services will not be re-supplied. In this event, the Customer will be advised and allowed seven working days to collect the Goods. After this period, DESKTOP NETWORK SYSTEMS reserves the right to dispose of the Goods and will not provide replacement, credit note or refund. RMA numbers issued by DESKTOP NETWORK SYSTEMS are valid for seven working days from the date of issue. After this period the RMA log is closed and a new RMA number must be obtained.
iii) Allegedly defective or damaged Goods must be returned to DESKTOP NETWORK SYSTEMS at the Customer's cost, in original packaging, complete with all related documentation and accessories. The Goods must be packaged in the appropriate fashion and clearly labelled with the relevant RMA number. Failure to do so may result in the Goods being refused on arrival at our warehouse.
iv) The guarantee will apply to Goods replaced or repaired under the guarantee for the balance of the original guarantee period.
10. Exclusion of Liability
a) The guarantee in condition 9 is in substitution for all other terms, warranties and conditions, express, or implied, statutory or otherwise in relation to the Goods (except for the title of DESKTOP NETWORK SYSTEMS to those Goods) which are hereby excluded to the fullest extent permitted by law.
b) Neither DESKTOP NETWORK SYSTEMS nor its representatives or agents will be liable in contract or in tort (including negligence) nor in any other way for any consequential or indirect loss, liability or damage or for any other claim for consequential compensation whatsoever (including loss of profit, costs, expenses or loss of data) arising howsoever from or in connection with any Agreement or any breach or non-performance of any provision of it by DESKTOP NETWORK SYSTEMS or any fault in or the supply of the Services or the supply, use, presence or resale of the Goods.
c) Except for the liability of DESKTOP NETWORK SYSTEMS arising under clause 9, all warranties or conditions implied by law regarding the Goods and Services and (without affecting conditions 10 a) and 10 b)), the aggregate liability of DESKTOP NETWORK SYSTEMS whether arising in contract or tort (including negligence) or otherwise howsoever for any loss, cost, damage, injury or liability (whether consequential or indirect or otherwise) resulting from or in connection with any Agreement or any such breach or other matter as is referred to in Condition 10 b) will be limited to an amount equal to the net invoice value of the Goods or Services.
d) The limitation of or any exclusion from liability contained in these Conditions shall be subject to the provisions of section 2(1) of the Unfair Contract Terms Act 1977.
11. Indemnity
The Customer undertakes to DESKTOP NETWORK SYSTEMS that it will immediately indemnify DESKTOP NETWORK SYSTEMS against all proceedings, costs, fees, expenses, payments, liabilities, losses and damages arising out of the breach or negligent performance by the Customer of any terms of any Agreement.
12. Website Use
The Customer will take all reasonable steps to ensure that its authorised website users do not disclose usernames or security passwords to any other person, whether an employee of the Customer or not. If the Customer becomes aware that there has been disclosure by any of its authorised users, the Customer must inform DESKTOP NETWORK SYSTEMS immediately. The Customer will indemnify DESKTOP NETWORK SYSTEMS against any losses, costs, claims or demands that result from unauthorized use of the DESKTOP NETWORK SYSTEMS website by any person to whom such information has been disclosed.
13. Illustrations, Photos & Other information
a) All illustrations, photos and other information contained on DESKTOP NETWORK SYSTEMS' website, sales literature and price lists are representative, for guidance only and do not form part of any Agreement.
b) If in any way unsure the Customer should check specifications, compatibility, suitability and legality of Goods with manufacturers before ordering Goods. Any advice or opinion offered by DESKTOP NETWORK SYSTEMS or its representatives or agents should not be relied upon to make a purchasing decision.
14. Trade Marks, Trade Names, Copyrights, Patents and Intellectual Property Rights
a) The Customer acknowledges that rights in respect of trade marks, trade names, copyrights, patents and other intellectual property rights connected with the Goods and Services do not pass to the Customer. In particular, and software included in the Goods is subject to the licence terms of the provider of that software, copies of which are available on request.
b) Goods may require their manufacturer's agreement or license for use or resale in certain county's or markets.
c) Any OEM Goods (including OEM software) must be re-sold by the Customer to an end user in conjunction with hardware, in accordance with the requirements of the relevant manufacturer.
d) Goods must not be altered, sold or used in any way or in any country that was not intended by their manufacturer.
15. Force Majeure
DESKTOP NETWORK SYSTEMS will not be deemed to be in breach of any of its obligations under any Agreement or otherwise be liable to the Customer as a result of any delay in performing or any failure to perform any such obligations by reason of any cause or event beyond its control. This includes, but is not limited to breakdown of plant or machinery, strike, industrial dispute, shortage or delay in receiving Goods, war (whether declared or not), terrorism, or Act of God. If any such event continues for more than 28 consecutive days, DESKTOP NETWORK SYSTEMS may terminate the relevant Agreement by written or email notice to the Customer without prejudice to the accrued rights of either party.
16. Set-Off
DESKTOP NETWORK SYSTEMS shall be entitled but not obliged at any time to set off any sum payable by or any liability of the Customer against any sum payable by or liability of DESKTOP NETWORK SYSTEMS to the Customer. Any exercise by DESKTOP NETWORK SYSTEMS of this right will be without prejudice to its other rights under the relevant Agreement.
17. Subcontracting
DESKTOP NETWORK SYSTEMS reserves the right to sub-contract any part of any work or supply of any Goods or Services.
18. Construction & Use
DESKTOP NETWORK SYSTEMS shall not be responsible for adapting or modifying any Goods or Services to conform to statutory requirements not current at the time of order.
19. Termination
DESKTOP NETWORK SYSTEMS shall be entitled by notice in writing or by email to the Customer to terminate any Agreement without prejudice to any claim or right that DESKTOP NETWORK SYSTEMS may otherwise make or exercise if:-
a) The Customer is in breach of any term, condition or provision of this agreement or any other obligation legally binding upon the Customer, or.
b) The Customer shall go into liquidation, or if any petition or resolution to wind up the Customer shall be presented, or if a receiver is appointed, or the Customer ceases to trade, or if the Customer shall commit any act of bankruptcy.
20. General
a) If any part of these terms and conditions is unenforceable (including any provision in which DESKTOP NETWORK SYSTEMS excludes or limits its liability to the Customer) the enforceability of any other part of these terms and conditions will not be affected.
b) Both parties acknowledge and agree to be bound by the terms of the DESKTOP NETWORK SYSTEMS privacy policy.
c) Except for affiliates, directors, employees or representatives of DESKTOP NETWORK SYSTEMS, a person who is not a party to this agreement has no right under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any term of any Agreement incorporating these terms and conditions but this does not affect any right or remedy of a third party that exists or is available apart from that Act.
21. Entire agreement
These terms and conditions, together with DESKTOP NETWORK SYSTEMS website prices, delivery details, contact details refund policy and privacy policy at the relevant date and any matters contained in any Agreement expressly agreed to override these terms and conditions, set out the whole of any Agreement relating to the supply of Goods or Services to the Customer. Nothing said by any sales person on behalf of DESKTOP NETWORK SYSTEMS should be understood as a variation of these terms and conditions or as an authorised representation about the nature or quality of any Goods or Services. Save for fraud or fraudulent misrepresentation, DESKTOP NETWORK SYSTEMS shall have no liability for any such representation being untrue or misleading.
22. Governing Law and Jurisdiction
Any Agreement and these terms and conditions shall be governed by and interpreted in accordance with English law and the English courts shall have jurisdiction to resolve any disputes between DESKTOP NETWORK SYSTEMS and the Customer.
© DESKTOP NETWORK SYSTEMS LIMITED 2006. All rights reserved. All trademarks acknowledged.