Terms and Conditions

1. INTERPRETATION

1.1 In these Conditions unless the context otherwise permits:-

“Authorised Representative” means a person whose job title is that of Director, Senior Director or Managing Director.

“Customer” means the person, firm, company, entity or organisation with whom DACONI contracts for the sale of Products and/or supply of Services.

“the Conditions/ these Conditions” means the standard terms and conditions of sale set out in this document or such replacement standard terms and conditions as are in force at the date of the Contract and which at that date appear on DACONI’s web site at www.daconi.net and/or which are available on request from the Quality Team or Legal Department at DACONI’s principal trading address at the TechnoCentre, Puma Way, Coventry CV1 2TT, “the Contract” means any contract for the purchase and sale or other supply of Products and/or the supply of Services by DACONI to a Customer.

“Electronic Means” means any electronic means including without limit on the Web by EDI or Inside Line.

“DACONI” means DACONI Ltd (registered in England number 4353504)

“The Conditions/these conditions” shall apply to sales of all products described in DACONI’s current comprehensive product listing including special order product except as otherwise noted below (Products).

The term “Special Order Product” as used herein shall mean products that are not listed in DACONI’s current comprehensive product listing or have been configured to Customer’s specifications.

“Products” means any Products (including, for the avoidance of doubt software and installments of the Products or any parts of or for them) sold by DACONI to a Customer.

“Services” means any services supplied by DACONI to a Customer.

1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. BASIS OF THE SALE

2.1 All Contracts between DACONI and a Customer shall be governed by these Conditions to the exclusion of any other terms and conditions including without limit any terms on or referred to in any purchase order. It is the Customer’s responsibility to be aware of the Conditions as current from time to time. In addition to any acceptance of these Conditions by the Customer by signing DACONI’s order form the Customer’s acceptance of these Conditions shall also be made (in respect of the first Contract and all subsequent Contracts) either by (1) Customer providing a purchase order to DACONI or (2) Customer accepting Products or Services from DACONI whichever occurs first.

2.2 No variation to these Conditions shall be binding unless agreed by letter signed by an Authorised Representative of DACONI.

2.3 No employee or agent of DACONI other than an Authorised Representative has any authority to make any representation at all concerning Products or Services and an Authorised Representative has no authority to make such representation other than by letter (an “authorised representation”) and accordingly Customer agrees that in entering into any Contract it does not rely on any unauthorised representation and Customer agrees it shall have no remedy in respect of any unauthorised representation (unless made fraudulently) .

3. CUSTOMER IDENTIFICATION

3.1 In placing an order Customer may utilise one or a combination of purchase order name, purchase order number and other forms of identification including password or other code issued to Customer (together and individually “Customer’s Identification” or “Customer Identification”).

3.2 It is the Customer’s responsibility to keep the Customer’s Identification confidential.  Customer has the sole responsibility for its Customer Identification. Customer shall immediately inform DACONI in case of loss of password or in case of any abuse or attempted abuse of Customer password or other Customer Identification. Customer agrees that Customer is entirely responsible for use of Customer’s Identification and that it is Customer’s responsibility to have in place security measures and procedures to ensure use of its Customer Identification only by authorised personnel for authorised purposes.

3.3 Customer agrees that DACONI is entitled to rely absolutely on any orders placed on DACONI which have utilised Customer’s Identification and to deliver as directed by such orders and invoice and be paid in respect of such orders.

3.4 Customer agrees that any order placed via Electronic Means mentioning or utilising Customer’s Identification is a valid and binding purchase order.

3.5 Customer acknowledges that DACONI cannot guarantee the security of the Internet and the possibility of interception or corruption of data transmitted from Customer to DACONI using correct Customer Identification exists and that DACONI is nonetheless entitled to rely on data transmitted in the form it is received at DACONI.

3.6 DACONI has the right to accept or decline any purchase order submitted by Customer.

4. DACONI INFORMATION

4.1 All Product pricing, description, availability and related information (“Information”) provided by DACONI, in any form, is the property of DACONI or its vendors. DACONI hereby grants Customer a limited, nonexclusive, non-transferable license to use the Information for its internal use only for the purpose of Customer’s purchases and sales of Products sold by DACONI to it.  DACONI shall be entitled to stop the provision of Information at any time without notice.  Customer agrees to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any of the Information or utilize the Information for any purpose except as permitted herein. DACONI makes no warranty, either express or implied on the information or its accuracy. All information is provided to Customer “as is.” If DACONI provides Information to Customer by Electronic Means, Customer agrees to update such Information regularly to ensure its accuracy. Customer agrees to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any of the Information or utilize the Information for any purpose except as permitted herein.  Specifically but without limitation Customer is not entitled to utilise Information for any purpose other than in the normal course of business of a Reseller and is not entitled to use, reproduce or display the Information in any way, which in DACONI’s opinion; (1) would enable it to be identified as information obtained from DACONI (2) would enable comparison of the Information with other suppliers information relating to products or (3) could be damaging to DACONI’s business interests.

5. ORDERS AND SPECIFICATIONS

5.1 The Customer shall be responsible to DACONI for ensuring the accuracy of the terms of any order.

5.2 DACONI reserves the right to make any changes in the specification of the Products which are required to conform with any applicable safety or other statutory requirements. These changes will be duly notified to the Customer. The customer cannot cancel the order placed provided the changes do not alter the basic terms of the contract. For other types of changes, the possibility of cancellation will be subject to manufacturer’s discretion.

5.3 The withdrawal or cancellation of any order which has been placed by Customer can only take place by means of letter, fax or email of an Authorised Representative of DACONI to that end.

5.4 Notwithstanding any other terms of these Conditions it is agreed that the provision or display of Product pricing and other Information (as defined in clause 4.1) by DACONI to Customer does not amount to an offer by DACONI to sell such Product at that price or on any other terms. Supply of such Information is only an invitation to treat. An order by the Customer for Product or Services shall be the offer. In the case of orders placed by Electronic means if DACONI shall accept such order it shall do so by delivering the Product to the Customer. Notwithstanding any order confirmation or acknowledgement, the acceptance of any order placed by Electronic Means shall not take place or be deemed to have taken place until such time as the Product shall have been so delivered.

5.5 In the case of orders placed by Electronic Means only, notwithstanding any acceptance by DACONI of any offer for any Product, if there has been a material and obvious pricing error by DACONI, DACONI shall be entitled within 30 days of its acceptance of such offer to either invoice the Customer for the Customer’s true price of the Product at the date of order or, if the Customer shall prefer, collect the Product at DACONI’s expense and credit the Customer for any charges (e.g. price and freight) invoiced by DACONI.

5.6 Orders for direct shipment to Customer’s customers or Special Order Products may require prepayment and may be subject to additional fees.

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