1. Estimated Lead Times are approximate and do not reflect delays associated with order entry, order changes, finance issues or transit times. Please contact your sales representative at the time of your order for an updated estimate.

 

2. This order may be subject to sales tax, VAT, duty and freight charges even if not noted on this quote.

 

3. Dimension Data and Customer acknowledge and agree that this Quote and the delivery and receipt of the equipment and any associated services to be provided hereunder shall be governed by Dimension Data’s Standard Terms and Conditions of Sale. Such Standard Terms and Conditions of Sale are hereby incorporated into this Quote in their entirety.

 

This Quote is valid for thirty (30) days from its date of issuance to Customer and ‘orders’ or purchase received from Customer subsequent to such thirty (30) day period may be rejected by Dimension Data in its sole discretion.

 

Customer shall confirm its acceptance of this Quote, including the incorporated Standard Terms and Conditions of Sale, by issuance of a Customer purchase order referencing this Quote or listing the items quoted herein. Such purchase order should specify Customer’s requested equipment delivery and service commencement date. Any such Customer requested equipment delivery and/or service commencement date shall be subject to confirmation by Dimension Data and availability of any ordered equipment. CUSTOMER AND Dimension Data AGREE THAT SUCH PURCHASE ORDER IS ISSUED EXCLUSIVELY FOR THE PURPOSE OF CONFIRMING CUSTOMER’S PURCHASE OF THE SPECIFIED SERVICES/ITEMS AND THE PRICE THEREOF AND NONE OF ITS TERMS AND CONDITIONS SHALL ADD TO OR MODIFY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND/OR RELATED DOCUMENTATION, OR AFFECT EITHER PARTY’S RESPONSIBILITY TO THE OTHER PARTY AS DEFINED HEREIN.

 

4. Maintenance start date to commence upon delivery of equipment.

 

5. Installation to take place 30 days upon delivery of equipment.

 

6. Should the US$ to NZ$ exchange rate fluctuate by more than 1%, Dimension Data reserves the right to adjust the price.

 

 

1. DEFINITIONS

“DD” means the local Dimension Data entity.

“DD Warranty” means any warranty which DD may from time to time provide to Purchaser in respect of Products or Services.

“DD Quote” means this document which provides information of the Products and the price.

“Delivery Date” means the date on which Products leave DD or its suppliers premises for delivery to the Purchaser.

“Order” means an order placed with DD for the supply of Products or Services.

“Products” means the Products (including software forming part of the Products) supplied or to be supplied by DD.

“Purchaser” means any person or corporate entity which issues DD a purchase order in response to a DD Quote whether or not such a person or corporate entity enters into an agreement with DD (or the purchase of Products or the provision of Services including its executors, administrators, successors and permitted assigns).

“Services” means the installation services supplied or to be supplied by DD. The terms herein do not contemplate any managed services, support and maintenance services or professional services performed by DD (collectively “Professional Services”). The terms herein expressly exclude such Professional Services. Should these Professional Services be quoted in the DD Quote and thereafter accepted by the Purchaser, without any additional paperwork, Purchase Agrees that the DD standard Managed Services Agreement terms, Consulting Services Agreement and Uptime (Maintenance and Support) Services terms will apply and be incorporated by reference.

 

2. FORMATION OF CONTRACT

Each order constitutes an offer by the Purchaser to acquire Products or Services subject to these Terms and Conditions. A contract shall be made between DD and the Purchaser for the supply of Products or Services only if an order has been accepted by DD. Any price lists or quotations given by DD to the Purchaser do not constitute an offer to provide Products and Services to the Purchaser.

These Terms and Conditions supersede all previous terms and conditions and may only be varied with the written consent of DD. Any subsequent Purchaser terms and conditions confirming this DD Quote or order is not applicable and will be rendered null and void.

 

3. PRICES QUOTED

The prices quoted are based on the quantities of Products referred to in the DD Quote. DD reserves the right to amend the prices quoted should there be any variation in acknowledges and agrees that the prices quoted are C.I.F. unless otherwise specified. The Purchaser acknowledges however that the prices for Products or Services are subject to change without notice due to changes in supplier quotes, exchange rates, tariffs or either government charges.

 

4. PACKING

Unless otherwise stated, the price quoted includes commercial packaging as is as shipped by the original equipment manufacturers/suppliers. It is agreed that special packaging required by the Purchaser or deemed necessary by DD would be made to the Purchaser’s account.

 

5. INSPECTION

If the Purchaser desires to inspect the Products before delivery such an inspection must be made at DD’s premises. If DD is required to provide assistance in the Purchaser’s inspection of Products prior to delivery in excess of 15 minutes per unit, such assistance will be provided at DD’s standard rates current at the time of the inspection. The Purchaser shall be deemed to have accepted the Products as soon as the inspection shall have been completed unless Purchaser forthwith makes an objection to DD regarding the quantity or otherwise of the Products. If no such inspection is made, the Purchaser shall be deemed to have accepted the Products when they are delivered.

 

6. DELIVERY

Risk of loss or damage to the Products will pass to the Purchaser on and from the Delivery Date. The Purchaser hereby appoints DD its agent to forward, deliver, carry, install and store the Products. If after the Delivery Date the products continue to remain in the possession of DD, the Purchaser must pay such storage and handling charges as DD may charge. Any terms as to quantity of Products to be delivered or time of delivery of Products or Services agreed between DD and Purchaser are not of the essence. DD may make partial deliveries and invoice each partial delivery separately and the Purchaser cannot reject Products or Service on the basis of partial or late delivery.

 

 7. INSURANCE

The Purchaser must maintain adequate insurance cover with a reputable insurer to cover any insurable Loss in respect of Products howsoever caused between the Delivery Date and the time that title in the Products passes to the Purchaser, and the Purchaser must produce certificates of currency relating to such insurance to DD upon request.

 

8. RESERVATION OF TITLE

Notwithstanding delivery or anything contained in these terms and conditions, the title in the Products sold hereunder shall not pass to the Purchaser until receipt of payment in full by DD of the price of the Products sold to the Purchaser by DD hereunder. DD’s title shall subsist notwithstanding such Products shall be incorporated in or become components or constituents of Products or that such Products or such other Products shall be sold or transferred to third parties by the Purchaser. Any such sale by the Purchaser shall be subject to DD’s title in the Products and the Purchaser shall, if required by DD, - account to DD for all the proceeds of sale attributable to such Products. The Purchaser grants to DD an irrevocable license to enter the Purchaser’s premises, exercisable upon the happening of any event listed in clause 13 or upon any breach of the provisions of clause 16, which licence to enter permits DD at its sole option, to enter the Purchaser’s premises and repossess and remove all or any Products which have not been paid for.

 

9. INSTALLATION

DD shall install the Products in the premises of the Purchaser upon request by the Purchaser and subject to payment of the Services charges as imposed by DD. DD shall have no liability under the warranty or otherwise for losses sustained as a result of faulty installation not performed by DD. Any liability for the Services will be capped at the amount of the Services performed.

 

10. FORCE MAJEURE

DD shall not be liable for delay in delivery nor for any failure to perform this contract or for loss or damage to Products directly or indirectly caused by force majeure, which term is to include acts of God, fire, theft, riot, war, terrorism, embargo, strikes, shortage of labour, delays in delivery of Products or materials by suppliers or sub-suppliers (as the case may be), prohibition of import or export, confiscation, action of any government and any other occurrence (whether or not similar in nature to those specified) beyond the control of DD. DD agrees to make and the Purchaser agrees to accept delivery whenever such causes of delay have been remedied. During the continuance of an event of force majeure each party’s obligations hereafter (other than to pay) shall be suspended and will resume as soon as possible after the caused or circumstance had ceased to have effect.

 

11. PAYMENT

The Purchaser must pay the full amount of DD’s invoice without deduction or set-off within 30 days of the date of DD’s invoice.

DD may charge and the Purchaser agrees to pay interest on all amounts overdue at the prevailing overdraft interest from the date of default until the day on which payment is received by DD.

12. CANCELLATION

  The Purchaser may be notice in writing to DD cancel an order before the scheduled date of the delivery of the Products or Services provided that the Purchaser shall be liable to pay the following charges:

 

a)   If DD receives cancellation less than 30 days before the scheduled date of delivery, 100% of the contract value of Products or Services;

b)    If DD receives cancellation not less than 30 days before the scheduled date of delivery, 50% of the contract value of Products or Service;

c)    If DD receives cancellation not less than 45 days before the scheduled date of delivery, 25% of the contract value of Products and Services;

d)   If DD receives cancellation not less than 60 days before the scheduled date of delivery, 5% of the contract value of Products and Services or US$250.00 whichever is the greater.

 

13. TERMINATION

DD shall have the right to terminate this contract if the Purchaser:

 

a)     Commits a breach of any provision of this contract and fails to remedy that breach within seven (7) days after notice in writing to do so;

b)     Commits an act of bankruptcy or enters into voluntary or compulsory liquidation or suffers any receiver or manager to be appointed in respect of its assets or any portion thereof;

c)     Negotiates or makes any agreement of composition amongst its creditors or;

d)     Has execution levied on its assets or any portion thereof.

 

 14. RETURN OF PRODUCTS

The Purchaser is required to give DD written notice of any claim of defects no later than fifteen (15) days after the Delivery Date. No Products are to be returned without prior written authorisation and shipping instructions first having been obtained from DD. Freight, boarding and other charges will be charged to the Purchaser’s account.

 

15. WARRANTY

15.1 Subject to any DD warranty and unless otherwise expressly provided in these Terms and Conditions:

 

a) All terms, conditions, warranties, undertakings or representations whether express, implied or otherwise relating in any way to Products or Services supplied or to these Terms and Conditions are excluded or limited to the fullest extent permissible by law; and Purchaser at Purchaser’s expense in enforcing Purchaser’s rights under such warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NO WARRANTY, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE AS TO THE CONDITION, QUALITY, PERFORMANCE, MERCHANTABILITY, DURABILITY OR FITNESS FOR PURPOSE OF ANY THIRD PARTY PRODUCT IS GIVEN OR ASSUMED BY DD AND ALL SUCH WARRANTIES, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.

 

15.2 The Purchaser warrants, acknowledges and agrees that it has not relied on any representation made by DD stated expressly in these Terms and Conditions or upon any descriptions or illustrations or specifications contained in any document of any nature, including any catalogue, list, brochure or publicity material, produced by DD or supplied to the Purchaser in relation to the supply of any Products or Services. To the extent that the United Nations Convention on Contracts for the international Sale of Goods would otherwise apply to the supply of any Products or Services it is agreed that such Convention does not apply.

 

16. LIMITATION OF LIABILITY

DD’s maximum liability for any single number of claims whatsoever arising out of or in connection with the performance of these Terms and Conditions will be limited to an amount not exceeding 10% of the amount of fees and charges paid by the Purchaser to DD under the order/contract.

 

DD is not liable to the Purchaser in contract, in tort, in equity, by operation of statute (to the extent liability maybe excluded by law) or otherwise for any kind of indirect or consequential loss or damage, loss of opportunity, loss of revenue, loss of profit or anticipated profit, loss of contracts, loss of goodwill, loss arising from business interruption or liability arising out of or in connection with pollution or contamination with this Terms and Conditions.

 

17. DESIGN/INTELLECTUAL PROPERTY

DD (or its supplier) may at any time change the specification, method of construction or design of the Products and the Purchaser must accept those Products, provided they still meet the Purchaser’s requirements. The Purchaser agrees that DD or its supplier is and remains the owner of all copyright, designs, patents and trademarks and other intellectual property rights (and all adaptations and reproductions thereof) used on or in relation to the Products and/or Services or any related software and documentation supplied therewith. The Purchaser must not reproduce or adapt any documentation supplied with the Products and/or Services without prior written consent of DD. The Purchaser shall not alter, obscure or obliterate any copyright notice or other notice of proprietorship printed or affixed to or included in any Products, the software included in any Product, or any documentation supplied with the Products and/or Services. All software forming part of a Product is provided on a license basis for the use of the Purchaser only. No propriety rights of any nature in any aspect of the software whatsoever shall be created in the Purchaser. The license to use the software shall be non-exclusive and personal to the Purchaser and the software may only be used in connection with the Products or such other equipment agreed in writing with DD. The Purchaser’s right to use the software may not be assigned or sub-licensed without the consent of DD. If needed or applicable, the Purchaser agrees on the request of DD to execute a software license agreement with DD or a supplier to DD.

 

18. EXPORT CONTROL

Some of the Products sold hereunder are licensed by the United States Government for an ultimate destination within the territory this DD Quote is issued, and may not be exported by the Purchaser or any third party without prior written authorisation of DD. Customer who exports, re-exports, or imports Products, technology, or technical data assumes responsibility for complying with applicable laws and regulations and for obtaining required export and import authorisations.

 

19. COMPLETENESS AND PERFORMANCE OF AGREEMENT

Clerical errors may be corrected by DD but special terms and conditions not contained herein and variations of these Terms and Conditions of any resultant contract may only be agreed between the parties in writing. Any terms and conditions inconsistent with or in addition to these terms and conditions shall be void and of no effect, unless specifically agreed to by DD in writing. No waiver or omission by either party to require the performance or observance by the other of any of the terms and conditions of the contract or any indulgence granted or shown by one party to the other shall release discharge or in any manner affect or prejudice the right of a party on any other occasion without notice to require strict and full performance and observance by the other of his obligations hereunder.

 

20. SEVERABILITY

If all or part of these Terms and Conditions infringes any law where this DD Quote is issued, it must be read down so that it does not infringe that law, otherwise it will be deemed void and severable.

 

21. ASSIGNMENT

The Purchaser may only assign an order and any rights under the resulting contract with the prior written consent of DD, which DD may refuse or grant in its absolute discretion.

DD may assign an Order or any of its rights and obligations hereunder to any related corporation of DD.

 

22. NOTICES

All notices to be given under these Terms and Conditions shall be in English and in writing and may be given to the other party by hand delivery, prepaid post, facsimile addressed to the other party at its last known address.

 

23. GOVERNING LAW

The Order and these Terms and Conditions will be governed by the laws where this DD Quote was issued.

 

24. ELECTRONIC TRANSFERS

The parties hereby agree that they may do business electronically, including contract formation, order placement and acceptance. Any orders placed by Client and accepted by any Dimension Data website or Dimension Data/Client extranet site will create fully enforceable obligations that will be subject to the terms hereof. Such orders and acceptances will be deemed for all purposes to be:

a)     business records originated and maintained in documentary form;

b)     a “writing” or “in writing:

c)     “signed”; and

d)      an “original” when printed from electronic files or records established and maintained in the normal course of business.

 

The parties further agree not to contest the validity or enforceability of such transactions under the provisions of any applicable law relating to whether certain agreements are to be in writing or signed by the parties to be bound thereby and will be admissible if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative proceeding to the same extent and under the same conditions as other business records originated and maintained in documentary form. In addition, the parties agree that transactions may be conducted through electronic data interchange or other electronic methods, as agreed by the parties. The parties will adopt commercially reasonable security measures to limit access to passwords and to limit access to the sites to authorised persons. Each party will be responsible for any unauthorised use of the sites or issuance of messages caused by the failure of its security measures.