In these conditions: “NAS (UK)” means Network Attached Storage (UK) Limited. “Customer” means any person, firm, company or other organisation who is the addressee of any quotation from NAS (UK) for a Product or Service “Product” means the products, articles, services or other items which are the subject of any quotation, acceptance of Order, or other communication issued by NAS (UK).
2. Formation of Contract.
Any quotation issued by NAS (UK) shall be construed as an “invitation to treat”. On receiving a customer’s purchase order, NAS (UK) sends an order acceptance and these terms and conditions construe the entire agreement between the parties relating to the supply of any Product or Service. Any variation must be in writing. Any standard purchasing terms are hereby excluded.
Customer may place orders for Product and Services by email, post or fax. A contract of sale may not be concluded until NAS (UK) sends an order of acceptance confirming Product availability, scheduled delivery date, and price. This shall constitute acceptance of Customer’s order.
Where Product includes software delivered via the Internet, or on magnetic or optical media, Customer agrees to be bound by the applicable software licence restrictions relating thereto (whether contained in “shrink-wrapped” licence terms or otherwise), and Customer agrees to ensure anyone to whom it sells or otherwise disposes of Product is similarly bound by such terms.
Prices for Product or Services shall be set out in NAS (UK)’s order acceptance. Prices exclude VAT and similar taxes or charges. Prices are effective as of the date of acceptance by NAS (UK) of Customer’s order. NAS (UK) may at the time change its prices without notice.
Prices are exclusive of delivery of Product. Delivery dates quoted by NAS (UK) are best effort forecasts, based on information received, and are made in good faith, but NAS (UK) cannot accept responsibility or liability for any delays caused by suppliers or shippers.
6. Risk and Title
‘Risk to Product’ passes when delivered to or collected by Customer, or Customer’s nominated carrier. ‘Delivery’ takes place when Customer or its nominated carrier signs the delivery note and/or manifest. ‘Title to Product’ passes when paid for in full. If payment is overdue, NAS (UK) may require Customer to return unpaid Product, and shall be entitled to enter Customer’s premises to recover such Products.
Customer may resell all unpaid Product in the normal course of its business, but shall account to NAS (UK) out of the proceeds of sale for all sums outstanding, and pending such accounting will hold the same on trust for NAS (UK). This right of Customer to resell unpaid Product may be terminated on written notice from NAS (UK), and shall be terminated automatically upon the appointment of the Receiver, Liquidator or Administrator, or any other act of insolvency of Customer.
7. Payment Terms
7.1 Provided that the Buyer has produced references which in the Sellers opinion are satisfactory then Settlement Terms will be net thirty (30) days from delivery. In all other cases payments shall be made in advance upon submission by the Seller of a pro-forma invoice. All payments shall be made by the due date as a condition precedent to any future deliveries.
7.2 Failure by the Customer to pay any invoice by its due date shall entitle NAS (UK) to: a) optionally, to charge interest at the rate of two percent (2%) per month; b) to charge the Customer with any costs incurred by NAS (UK) in the course of collecting outstanding monies due to NAS (UK) from the Customer; c) suspend any warranty or other support for the goods or any other goods supplied by the NAS (UK) to the Customer, whether or not they have been paid for; and d) set off any amount owed by NAS (UK) to the Customer against any amount owed by the Customer to NAS (UK) on any account whatsoever. If delivery is made in instalments, payment shall be made in respect of each delivery.
No claim in respect of any one disputed item or invoice shall entitle Customer to withhold payment on any other item or invoice.
If Customer fails to notify NAS (UK) in writing of any inaccuracy in invoice or delivery of Products thereunder (incorrect price, short or damaged delivery, etc.) within 7 working days of the invoice date, Customer will have been presumed to have accepted the invoice in full.
Acceptance of each Product by the Customer shall be deemed to have occurred conclusively fourteen (14) days after its delivery ex-works the Seller’s premises, unless the Buyer shall give written notice of rejection prior to expiry of the said period.
9. Force Majeure
If NAS (UK) is prevented by force majeure from delivering Product or performing any other obligations, NAS (UK) will be excused its performance for so long as such cause shall continue. Force majeure shall include civil commotion, riot, war, fire, flood, and earthquake, labour dispute, failure of gas, water, electricity and other services, interruption of transport, law, rule or regulation of any Government or other authority, or any cause beyond the reasonable control of NAS (UK).
10.1 NAS (UK) warrants that the Products shall be free from defects in material and workmanship arising under normal use and service for a period of one hundred and eighty (180) days from the date of supply and will use its reasonable endeavours to procure for the Customer the benefit of any extended warranties provided to NAS (UK) by the manufacturer of the Products.
10.2 NAS (UK)’s liability under the said warranty shall be limited to the repair or replacement, at his option, of any part of the Products found to be defective within the Warranty Period and notified to NAS (UK) within fourteen (14) days of its first discovery. Subject to NAS (UK) confirming any defect as aforesaid, the NAS (UK) shall affect any necessary repair or replacement at no charge to the Customer.
10.3 Upon notification of any defect as aforesaid, the Customer shall request a Return Authorisation. Upon receipt of the same from NAS (UK), the Customer may return the defective item (with a failure report attached) to NAS (UK). Transportation costs incurred by either party in sending any Products or parts of the Products to the other under the said warranty shall be paid by the sending party in each case.
10.4 Products returned must be in the original packaging and in clean condition. Products returned otherwise will, at NAS (UK)’s discretion, either be refused or a further additional fee charged to cover the additional costs involved. Products returned for repair under warranty must be accompanied by a copy of the original invoice, or must quote the original invoice number and date of purchase.
10.5 NAS (UK) ‘s obligation under the said warranty is contingent upon the proper use of the Products and NAS (UK) shall have no obligation in respect of any Products modified without their approval or which have been subjected to unusual physical or electrical stress. Repair or replacement of any Products by NAS (UK) pursuant to the said warranty shall not extend the original Warranty Period of the subject Products or part of Products.
11. Exclusion of liability
11.1 The Customer is relying on his own skill and judgement in relation to the suitability and compatibility of the Products for his purposes and NAS (UK) accepts no liability whatsoever for any knowledge he or his servants or agents may possess as to the purpose for which the Products are supplied.
11.2 Save as provided in Condition 9 above and in Section 12 of the Sale of Goods Act 1983, all conditions, warranties and liabilities whatsoever whether express or implied, statutory or otherwise, are hereby expressly excluded and NAS (UK) shall be under no liability whatsoever for any loss or damage of whatsoever kind, howsoever caused or arising, including but without being limited to any direct or consequential loss or damage, lost profits, loss of use or other economic loss, provided that nothing herein contained shall be construed so as to exclude the liability of NAS (UK) for negligence or wilful default of himself, his servants or agents, in so far as the same results in death or personal injury.
12. Property and Risk
12.1 Risk in the Products shall pass to the Customer when the goods are delivered to the Customers premises.
12.2 Notwithstanding delivery of and the passing of risk in the Goods and notwithstanding any other provisions of these Conditions, NAS (UK) reserves the right of disposal of each item of the goods, and the property therein shall not pass to the Customer until NAS (UK) has received in cash, or cleared funds, payment in full for such items and all other Goods supplied by NAS (UK) to the Customer and default interest and all other monies on any account whatsoever owed by the Customer to NAS (UK).
13. Export Regulations
13.1 Any Products sold by NAS (UK) which originate in the United States of America (“U.S.A.”) are subject to the United States Department of Commerce (“U.S.D.C.”) Export Administration Regulations. Such Regulations require that the prior written consent of the U.S.D.C. be obtained before any such Products are exported from the United Kingdom. NAS (UK) shall notify the Customer, at the Customers request, of any Products which originate in the U.S.A.
13.2 The Customer agrees that with respect to the resale or other disposition of any such Products he shall purchase from NAS (UK), he will comply fully with the export control laws and regulations of the U.S.A. and any applicable export control laws of the United Kingdom, and any amendments of such laws and regulations.
If at any time the Customer shall commit a breach of any obligation arising hereunder, or default in making any payment by the due date, or become insolvent, be subject to a petition in bankruptcy filed by or against him or be placed under the control of a receiver, liquidator or committee of creditors, or assign or attempt to assign this Agreement, then NAS (UK) may, if he so elects, terminate any contract then subsisting by written notice. The Customer shall have thirty (30) days to correct the default failing which termination shall take effect at the end of the thirty (30) day period. No forbearance or indulgence granted by NAS (UK) to the Customer shall in any way limit the rights of NAS (UK) under these Conditions of Sale.
15. Data protection
NAS (UK) are committed to protecting your privacy and we comply with the Data Protection laws applicable to business in the UK. We do not disclose your personal information to third parties. We use your personal information to process orders and respond to queries or feedback. We may also use your details to contact you about special offers, new products or forthcoming events and, being a customer-focused organisation, may also contact you to fully understand your business and your needs.
We monitor web statistics including site usage and search engine patterns to help us develop the design and layout of our website (this in no way affects your privacy).
These Terms and Conditions shall be subject to and construed under English Law and the parties hereby submit to the exclusive jurisdiction of the English courts for that purpose. If any provision is declared void or unenforceable by a court of competent jurisdiction with respect to particular circumstances, such provision shall remain in force and effect in all other circumstances. If any provision is declared entirely void and unenforceable by a court of competent jurisdiction all other provisions in these Terms and Conditions shall remain in full force and effect.
Last updated: 25 November 2013