Terms and Conditions of Sale

1.	Definitions
	You the Customer: a person or company buying or using DNUK products. Consumer: a private person buying Products for private use. DNUK (us, our): short for "Digital Networks UK Ltd" - the Product vendor as identified on your invoice and, where relevant, Service Provider. Integration Material (IM): 3rd Party Products or Customer Factory Integration (CFI) Software. Order Confirmation: acknowledgement of Product ordered by you, sent by DNUK by e-mail. Price: stated in Order Confirmation. Product: as described in Order Confirmation, may include 3rd Party Products and Service Offerings. Service Offering: as described in Order Confirmation and DNUK service description document. Service Provider: DNUK or its authorised service experts. 3rd Party Products: stated in Order Confirmation, not branded or manufactured by DNUK. Software: computer operating systems or applications.
2.	Application
	This Agreement applies to this sale, service and all statements made by DNUK in brochures, price lists, adverts, quotations, on the internet or verbally. Variations to this Agreement must be made by DNUK in writing. Any other Terms, Conditions or Purchase Orders are excluded. Placing your order means acceptance of this Agreement. DNUK may change this Agreement at its choosing.
3.	Orders/Contract
	Orders are accepted by post, Internet e-mail, Internet Web, telephone or fax but are only binding when accepted by DNUK and DNUK sends out the Order Confirmation in writing. Please check the Order Confirmation and notify DNUK of any mistake in writing immediately or the details stated in the Order Confirmation will apply to this Agreement.
4.	Price & Payment Terms
	Quotations are only valid in writing and during the period that they state. If not stated, the period is 30 days (10 days for 3rd Party Products). DNUK reserves the right to change Products (incl. 3rd Party Products) at any time but DNUK guarantees you at least equivalent functionality and performance. Price excludes tax, shipment, insurance and installation. Exchange rates, duties, insurance, freight and purchase costs (incl. for components & services) may cause DNUK to adjust prices. Payment will be made before supply or service or, if agreed, within 30 days of the invoice date. DNUK may suspend deliveries or service until full payment.
5.	Delivery/Title/Risk
	The delivery period in the Order Confirmation is approximate. Delivery by instalments may be made. The place of delivery is stated in the Order Confirmation. Title to Product passes on full payment and until then you must insure and store our goods separately and you may not modify, pledge or sell them. DNUK may enter the storage premises to repossess the goods. Should you sell them before title passes, you will become DNUK's agent and the proceeds of that sale shall be held on our behalf, separately from your general funds. DNUK may sue for the Price before title passes. If you refuse delivery without DNUK's agreement, you must pay DNUK's expenses or loss resulting from that refusal, including storage costs, until you accept delivery.
6.	Acceptance
	When you receive Product you must inspect it promptly and within any statutory reasonable period for inspection or rejection, if any. After this period, you will have accepted Product. If DNUK agrees to the return of Product at its choosing, it must be in its original condition with packaging, a return note and proof of purchase; the return costs may also be payable by you. We are unable to refund software that has been activated by yourself.
7.	Warranty - Hardware
	DNUK guarantees to you that Product (excl. 3rd Party Products) will be free from defects for 12 months from delivery and spare parts for 90 days from installation. Should Product be defective within this period, DNUK will repair or replace Product within a reasonable time. You must allow DNUK to examine Product at your or DNUK's premises (at our choosing). DNUK owns any replaced Product or parts. All reasonable care and endeavour shall be used to resolve problems within a realistic period in the circumstances. DNUK manufactures and repairs using components, which are new or equivalent to new in accordance with industry standards and practice. Additional Warranty The following products have additional warranty: Server and storage computer systems - 3 years on-site warranty Workstation computer systems - 3 years collect and return warranty On-site Warranties Systems that have on-site warranties have these conditions: The on-site service agreement is only valid if the system is located on the UK mainland. This includes England, Scotland and Wales. The system does not need to be located at the same address it was delivered to If an on-site service is completed and no fault is found the cost to you is a call out fee of £225 + VAT plus an hourly rate of £35 + VAT Products With 3rd Party Warranties Certain products have warranties with a 3rd Party. These are typically display products and external tape products. DNUK does not provide warranty for these products. The warranty is provided by the 3rd Party. Non Warranty DNUK does not give a warranty or guarantee protection for: Damage caused by incorrect installation, use, modifications or repair by any unauthorised 3rd party or yourself Damage caused by any party or other external force Fitness for any particular purpose 3rd Party Products, Software and IM specified by you. You will receive the warranty for these products directly from their manufacturer or licensor Any instruction given by you and correctly performed by DNUK Transfer of Warranty DNUK will, at it's discretion, allow the transfer of warranty from you to another party - for example if you later sell the product. This is entirely at DNUK's discretion and must be agreed by DNUK in writing. In the case of a transfer of a warranty that is on-site, the product must continue to be accessible to DNUK's technicians on the UK mainland. DOA (Dead On Arrival) Any products that are Dead On Arrival should be notified to DNUK within 30 days. DNUK will, at it's discretion, replace the defective product with a replacement one.
8.	Warranty - Software
	DNUK does not provide any warranty whatsoever for Software installed on the Product. This includes Free Software and Paid For software. DNUK is under no obligation to provide these services in respect to Software: Support of Software Training relating to the Software Installation and re-installation of the Software Customisation of the Software including correcting errors and design problems Designing solutions for the Software DNUK recognises the relation between the Product and the Software and will endeavour to provide the technical support that we can at our discretion. Please be aware that DNUK is not under obligation or contract to provide this Service Offering.
9.	Services
	Services will be provided by DNUK or Service Provider. Response times are estimates and may vary according to the remoteness or accessibility of Product location. Service may be provided via telephone or internet where appropriate. If agreed and stated in Order Confirmation, Service Offering may include advice, asset tagging, installation, integration, disposal, training and/or consultancy. Unless stated in Order Confirmation, the following are excluded from Service: items excluded from Warranty, changes to configuration, relocation, preventative maintenance, consumables, diskettes, unnecessary work in DNUK's assessment, electrical environment, transfer of data or Software, viruses. 3rd Party Products will be repaired according to manufacturer or licensor warranty. Parts not critical to Product function (eg: hinges, doors, cosmetic features, frames) may not be serviced within Service Offering time period.
10.	Customer Factory Integration
	You will specify and provide IM or DNUK may obtain IM at your instruction. DNUK will indicate acceptance and/or validation of IM, then will integrate IM into Product, producing a CFI Product. DNUK may install CFI Product under your instruction or under DNUK technical advice, if agreed. DNUK will not carry out CFI work if it is not technically feasible in our view.
11.	Liability
	DNUK accepts liability for any private property loss or damage, death or personal injury caused by the negligence or deliberate misconduct of DNUK, Service Provider or our employees, agents, subcontractors. DNUK does not accept liability for: Indirect or consequential loss Loss of business profits, salary, revenue, savings Damage remedied by DNUK within reasonable time Loss avoidable by you through reasonable conduct, including backing up all data and following DNUK's reasonable advice generally All items excluded from the Warranty or by Force Majeure
12.	Intellectual Property
	DNUK indemnifies you from all costs and liabilities from any claim that use of Product infringes any 3rd party IP. DNUK may recall and exchange or modify Product or refund you, minus depreciation in this event. You indemnify DNUK for any of IM or IP specified or owned by you and integrated into Product. DNUK is allowed to litigate, negotiate and settle claims and you must assist us at our expense (except where IM or IP specified or owned by you is allegedly infringing) when litigation is directly related to your Product. DNUK retains all DNUK-owned IP in Product. You must notify DNUK immediately of any infringing or unauthorised use of Product or IP in it.
13.	Software
	Software not owned by DNUK is supplied subject to licence and warranty of the Software licensor. DNUK encloses the Software licence that you require with the Product where necessary; you must comply with that licence.
14.	Export Control
	You acknowledge that Product may include technology and Software which is subject to EU export control laws and laws of the country where it is delivered or used: you must abide by all these laws. Product may not be sold, leased or transferred to restricted end users or countries or for a user involved in weapons of mass destruction or genocide. You acknowledge that EU restrictions vary regularly and depending on Product, therefore you must refer to the current EU regulations.
15.	Force Majeure
	DNUK is not liable for delays in performance (incl. delivery or service) caused by circumstances beyond its reasonable control and will be entitled to a time extension for performance; examples include strikes, supplier / transport / production problems, exchange fluctuations, governmental or regulatory action and natural disasters. If this lasts more than 2 months, this Agreement may be terminated by either party without compensation.
16.	Confidentiality
	Each party must treat all information received from the other marked "confidential" or reasonably obvious to be confidential as it would treat its own confidential information.
17.	Termination
	DNUK may terminate this Agreement with written notice if you: Fail to pay on time and within 14 days of written notice Breach or DNUK suspects you have breached export control laws Either party may terminate if the other: Commits a material or persistent breach of this Agreement and fails to remedy this within 30 days of written notice from the other Becomes insolvent or is unable to pay debts as they fall due
18.	Your obligations as a Customer
	You are responsible for: Your own choice of Product and its suitability for purpose Your telephone & postal charges in contacting DNUK, if any Any CFI specifications & instructions given by you All IM, its performance, licences, authorisations and any unused IM You must provide DNUK with all reasonable courtesy, information, cooperation, facilities and access to enable DNUK to perform duties, failing which DNUK shall not be obliged to perform any service or assistance. You are responsible for the removal of non DNUK-supplied products during service, the back up and confidentiality of all data in Product and all of your legal and regulatory requirements.
19.	Data Protection
	Your data will be held and/or transferred in strict accordance with the applicable data protection laws and DNUK's data protection registration and you consent to this. You may instruct DNUK not to use your data for direct marketing purposes.
20.	Consumer Rights
	If you are a Consumer you may cancel your purchase at any time within 7 days of receipt and receive a refund of the Price paid. To do this you must inform DNUK in writing and return the products immediately, in the same condition you received them and at your own cost and risk. We are unable to refund software that has been activated by yourself. Any statutory Consumer rights are unaffected by this Agreement.
21.	Jurisdiction
	English law and the exclusive court jurisdiction of the English courts will apply to this Agreement. The Vienna Convention on Contracts for the International Sale of Goods is excluded.
22.	Miscellaneous
	If any part of the Agreement is found to be invalid or unenforceable by a court, the rest is unaffected. DNUK may subcontract its obligations to a competent third party. Otherwise, neither party may assign or transfer any obligations or rights. All notices must be in writing (by hand, email, fax or 1st class post deemed delivered 48 hours after posting) and sent to a legal officer of either party.
23.	Updates
	You can find all DNUK policies and notices via www.dnuk.com and you should refer to this site for any further updates.