Terms and Conditions


This Agreement contains the terms and conditions that apply to your (“Buyer”) purchase from Seller (Servers Storage Networking, LLC, a Connecticut limited liability company, 26 Pearl Street, Norwalk, CT 06850) of the Goods sold by Seller pursuant to this Agreement.


1.1 In this Agreement the following terms are defined as follows:

“Branded” – any new original condition product bearing a Brand Name.

“Bulk” – bulk packed goods, in original condition but not in original packaging, in new or refurbished condition, any of which may be available with manufacturer’s or Seller’s warranty.

“Configured to Order” – goods containing retail or used parts configured with any of new, refurbished or OEM parts and customized based on the agreement between the Buyer and Seller, with identification of “retail” or “used” determined at time of Order, which may be available with manufacturer’s or Seller’s warranty..

“Goods‟ – goods supplied by Seller, including but not limited to Branded or OEM, Bulk, new, New Bulk, Open Box, refurbished, Retail Configured to Order, Retails, Spares, and used goods, such as servers or other parts, array controllers, server options, hard drives, hubs, portables, switches, storage and networking Goods, which may contain all, or a combination of, new, Branded or OEM or used parts, and any computer software and any configuration work performed with respect to the Goods before delivery.

“Loss‟ – means any indirect or consequential loss including without limitation pure economic loss, loss of profits, loss of business, depletion of goodwill or similar loss.

“New Bulk” – to the best of Seller’s knowledge, primarily new goods, not in factory sealed packaging and sold as is or refurbished with parts and Seller’s labeling, which may be available with manufacturer’s or Seller’s warranty.

“OEM” – third-party equivalent to manufacturer’s part, which may be available with Seller’s warranty.

“Open Box” – open boxed product which is either new, partially used or ex demo and is in the original box, which may be available with manufacturer’s or Seller’s warranty.

“Refurbished by Seller” – a used product which may include a combination of used, new, refurbished and/or OEM parts sold “As Is” without warranties unless Seller, in its sole discretion, supplies a Seller warranty.

“Retail” – retail distribution parts which may be available with manufacturer’s or Seller’s warranty.

“Spares” – spare part(s) from the manufacturer with a spare part manufacturer warranty typically ranging from 0-3 months and which also may be available with Seller’s warranty.

2. PURCHASE AND SALE. By placing an order with the Seller or accepting the Seller’s quotation, the Buyer accepts and agrees to be bound by these Terms and Conditions.


3.1 Each order or acceptance of a written quotation for Goods by the Buyer or a phone order by the Buyer shall be deemed to be an offer by the Buyer to purchase the Goods subject to these Terms and Conditions which shall be binding on the Buyer. No order submitted by the Buyer shall be deemed to be accepted by the Seller until acceptance has been confirmed in writing by the Seller’s authorized representative. Seller shall send a tracking number to the Buyer with the order confirmation.

3.2 Any quotation is valid for a period of thirty (30) minutes or such shorter period as the Seller may specify in writing and is always subject to modification based on availability.

3.3 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable federal, state or other requirements or, where the Goods are to be supplied to the Seller’s specification, which changes do not materially affect the quality or performance of the Goods.

3.4 No order which has been accepted by the Seller or written quotation which has been accepted by the Buyer may be cancelled in whole or part by the Buyer except with the agreement in writing of the Seller and in such circumstances the Buyer shall indemnify and hold the Seller harmless in full against all Losses, costs (including the cost of all labor and materials used), damages, charges and expenses incurred by the Seller including a re-stocking fee of 20% of the price of the Goods.


4.1 The price of the Goods shall be the Seller’s quoted price at the date of its acceptance of the order.

4.2 Shipping and handling fees will be paid by the Buyer subject to the payment terms stated on the sales invoice.

4.3 The Seller and Buyer agree that all prices quoted are exclusive of insurance. It is the Buyer’s responsibility to insure the Goods as soon as they leave the possession of the Seller. Seller shall bear no responsibility for lost or damaged Goods after they have left its possession.

4.4 Unless the Buyer provides a valid tax exemption certificate, the price is exclusive of any applicable federal or state or other taxes, which shall be the responsibility of the Buyer.


5.1 The Buyer shall make payment of all amounts due under the Agreement (free from any right of set-off, counterclaim, withholding or deduction of any kind, those rights being expressly excluded) on the “due date” stipulated on the front of the sales invoice. Sales invoices are governed by this Agreement and are incorporated by reference herein. Where no date is specified, the Buyer shall pay Seller within 30 days of the invoice date.

5.2 Payments shall be made by the method set forth in the sales invoice.

5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to: cancel the Agreement or suspend any further deliveries to the Buyer and require the immediate return to the Seller of all Goods agreed to be sold by the Seller to the Buyer in which legal title has not passed to the Buyer in accordance with the provisions of Section 7 below. The Buyer agrees to reimburse to the Seller on demand the Seller’s costs or expenses in recovering such Goods, including reasonable attorney’s fees and costs if Seller is the prevailing party in any final, non-appealable action.


6.1 The place and means of delivery shall be designated on the sales invoice.

6.2. Once the Goods leave the Seller’s premises, Seller shall not be liable for any Loss, costs, damages, charges or expenses caused directly or indirectly by any reasonable delay in the delivery of the Goods, nor shall any delay entitle the Buyer to terminate or rescind the Agreement. Buyer’s sole remedy for shipping delays is a claim against the shipping carrier, whether the carrier was retained by the Seller or the Buyer.

6.3 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (other than due to a cause beyond the Buyer’s reasonable control or by reason of the Seller’s sole material fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may: store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) or storage; and/or sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall below the price under the Agreement.

6.4 Any claim by the Buyer which is based on a shortfall in the quantities of Goods delivered shall (whether or not delivery is refused) be reported to the Seller in writing within 48 hours from the time of delivery (or, if the Buyer collects the Goods at the Seller’s premises, within 48 hours from the time of collection). Where the Buyer fails to notify the Seller of any shortfall, the Seller shall be deemed to have supplied the Goods in accordance with the quantities specified in the Agreement, and Seller shall have no liability to the Buyer in respect of any such shortfall claim.

6.5. If the Goods are damaged (and such damage is visible) on delivery and the Seller retained the carrier and shipped the Goods, unless the Buyer notifies the Seller or the carrier in writing (otherwise than on the delivery note) within 24 hours of delivery, no claim against the Seller may be made in respect of damage to such Goods.


7.1 Title to the products sold hereunder will be deemed to pass to the Buyer upon delivery to the Buyer or collection by the Buyer.

7.2 Upon any default by the Buyer hereunder, the Seller shall have all rights and remedies of a secured party under the Uniform Commercial Code, which rights and remedies shall be cumulative and not exclusive. In the event that the Buyer defaults in paying for the Goods, the Buyer shall be responsible for all reasonable costs and expenses incurred by the Seller in collecting any sums owed by the Buyer. Such reasonable costs and expenses shall include, but not be limited to, reasonable attorney’s fees, collection fees and court costs.

7.3 If, prior to 30 days from delivery, the Buyer resells the Goods prior to paying the Seller in full for the Goods, the warranty set forth in Section 9.2 shall apply to the Goods. If, 30 days or more after delivery, the Buyer resells the Goods prior to paying the Seller in full for the Goods, the warranty set forth in Section 9.2 shall not apply to the Goods. The warranty is personal to the Buyer.


8.1 Buyer warrants and represents that its use and resale of the Goods shall be in compliance with all local, state, federal and foreign law, rules and regulations.

8.2 Where any Goods are subject to any license agreement, the Buyer agrees that it will and will procure that any person using or in possession of the Goods will comply with, and not breach, the terms of any such license agreement.


9.1 Subject to the Conditions set out in Section 7.3 or unless stated otherwise in writing, all of the foregoing warranties become effective only as of both the full payment for the Goods by the Buyer and the transfer of title from the Seller to the Buyer.

9.2 For the period of thirty (30) days from the delivery date, the Seller shall follow its RMA Policy. If the Seller provides its own warranty, the terms of the warranty shall be set forth therein. If there is a manufacturer’s warranty, the terms of the warranty shall be set forth therein.

9.3. The Seller disclaims all liability for (i) any defect arising from normal wear and tear, willful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval; (ii) Goods not being available for use; for lost or corrupted data; (iii) for the operating system (if any), software (if any), and pre-loaded software (if any); (iv) for external causes such as accident, abuse, misuse, problems with electrical power, riot, vandalism, theft, fire, flood, wind, lightning, freezing, acts of God; (v) for problems caused by installation, removal or re-installation of the Goods or a portion of the Goods; (vii) for usage not in accordance with instructions; (vi) for failure to perform maintenance; (vii) for problems caused by using incompatible accessories, software, parts or components; (viii) for batteries, cartridges, bulbs, and any other supplies; for cosmetic damages to the Goods. Seller will not be liable for lost profits, loss of business or other consequential, special, indirect or punitive damages, even if advised of the possibility of such damages, or for any claim by any third party except as expressly provided herein.

9.4 The Seller does not give any warranty that the Goods shall be suitable for any particular purpose for which the Buyer intends to use them save where the Seller has expressly accepted responsibility for such suitability in writing. The Seller does not accept responsibility for defects resulting from the location in which the Goods are to be used, or for their method of installation, use or maintenance, nor for any failure to correspond with any specification where that results from a failure to use the Goods in a suitable location (as reasonably determined by the Seller) or by competent operators or from improper installation, use or maintenance.

9.5 Where any valid claim is notified to the Seller in respect of the Goods or otherwise in accordance with these Conditions, the Seller shall be entitled at its sole discretion to either: replace the Goods (or the part in question) free of charge; or refund to the Buyer the price of the Goods (or a proportionate part of the price). Seller’s sole liability for any claims, whether based in contract or tort, at law or in equity, for any loss or damages arising, resulting from, or connected with the Goods, shall be limited to the foregoing replacement or refund.

9.6 It is a condition of any alleged claim made by the Buyer that the Goods must be returned to the Seller within 7 days of the claim being notified to the Seller, with the Buyer using a valid return number, failing which the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Agreement or, if the price has already been paid to the Seller, the Seller shall be deemed to have supplied the Goods in accordance with the Agreement.

9.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control including without limitation: Acts of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, epidemic, pandemic, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of the governmental, or local authority; import on export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or a third party); difficulties in obtaining raw materials, labor, fuel, parts or machinery; power failure or breakdown in machinery.

9.8 The Seller has no right, title, or interest in any software that may be contained in or a part of the Goods. Title to software will remain with the applicable licensor(s). Any rights that Buyer may have with respect to the software shall arise only pursuant to license agreements (“Licenses”) between Buyer and the licensor(s), which Licenses may be contained within the packaging associated with the Goods. Buyer agrees to use all software in accordance with the Licenses.



10.1 The Seller shall be entitled to terminate this Agreement forthwith by notice in writing to the Buyer if: the Buyer commits a material breach of the Agreement (including failure to pay any sum due to the Seller), commits any remediable breach and fails to remedy it within 14 days of receipt of notice of the breach requiring remedy of the same; if the Buyer becomes bankrupt or goes into liquidation, or a receiver is appointed, of any other property or assets of the Buyer; or the Buyer ceases, or threatens to cease, to carry on business.

10.2 If the Seller terminates the Agreement pursuant to Section 10.1 then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to suspend any further deliveries under the Agreement without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.


11.1 For the purposes of this section, the use of ‘export’ shall mean the transfer of Goods outside of the continental United States. Buyer acknowledges that the exportation of Goods is subject to compliance under the United States Export Control Administration Act of 1979 and the Export Administration Act of 1985, as they may be amended from time to time, and the rules and regulations promulgated thereunder (collectively, the “Act”). If Buyer exports the Goods, Buyer agrees to comply with the terms and restrictions of the Act, along with any anti-boycott laws and regulations related to the Goods. Buyer confirms that it will not unlawfully export or re-export the Goods, directly or indirectly, to (i) any countries that are subject to U.S. export restrictions, (ii) any subsequent purchasers located in the territory of the European Economic Area, (iii) the European Economic Area, or (iv) any end user who has been prohibited from participating in U.S. export transactions by any agency of the U.S. government. Buyer warrants that the Goods will not be used to develop or produce weapons of mass destruction or sold to an end user who, Buyer knows or has reason to know, may utilize the Goods directly or indirectly in connection with weapons of mass destruction or nuclear activities listed in U.S. EAR 778.3(b)(1), (2) & (3), whether or not the item is specifically designed or modified for such activities. If Buyer is not the ultimate end user, Buyer agrees to screen the reliability of each end user so that the Goods will not be used in a manner which is prohibited. Upon our request, Buyer agrees to execute, acknowledge, deliver and to cause to be duly filed all such further instruments and documents and take actions as we may from time to time reasonably request to assure that the necessary export requirements have been met. If required, Buyer will obtain prior authorization for export of the Goods in accordance with the Export Administration Regulations of the Department of Commerce. If applicable, Buyer will be responsible for assuring that the appropriate import permits and licenses with respect to the Goods, including any markings needed for import are obtained. Buyer shall indemnify and hold Seller harmless against any claims, damages or losses incurred as a result of Buyer’s failure to comply with the Act or terms contained herein. Seller reserves the right to terminate any sale if Buyer fails to comply with the Act or the terms contained herein.

11.2 Unless otherwise agreed in writing between the Buyer and the Seller, the Seller shall always deliver to the address of the Buyer stipulated on the sales invoice.

12. CONFIDENTIALITY. All communications in connection with the Agreement or any intended Agreement between the parties and all details of the Agreement including the Seller’s involvement with it shall be regarded as strictly confidential and the Buyer shall not divulge the same to any person, firm or company without the Seller’s prior written consent except to the extent that any relevant information is in or comes into the public domain other than due to the Buyer’s breach of this Condition. Nothing in this section shall prevent either party from disclosing the terms of this Agreement to their respective attorneys and accountants or as required by law.


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

13.2 No waiver by the Seller of any breach of the Agreement by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

13.3 The Buyer shall indemnify and hold the Seller and its officers, agents, employees and affiliates harmless in full against any Losses, costs, damages, charges or expenses suffered or incurred by the Seller arising from the Buyer’s negligence, non-compliance or breach of any provision of the Agreement or its warranties.

13.4 This Agreement and all related documents, and all matters and disputes arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of Connecticut, United States of America (including Connecticut’s choice of law statutes, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Connecticut. . Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the state court in Stamford, Connecticut federal court in Bridgeport, Connecticut. Neither the United Nations Convention on the International Sale of Goods nor the Uniform Computer Information Transactions Act shall have any application to this Agreement.

13.5 All notices under this Agreement shall be in writing and shall be delivered to the other party at the address set forth above or such other address as the party may advise in writing from time to time.

13.6 This Agreement supersedes all prior oral or written representations or communications between the parties and constitutes the entire understanding between the Seller and Buyer, regarding the subject matter of this Agreement. This Agreement may not be changed, modified, waived or amended except by express written agreement of the Seller and Buyer executed by their authorized representatives.

13.7 This Agreement and any attachments including but not limited to the purchase order may be executed by means of facsimile, .pdf via email or original copies, and may be executed in counterparts, each of which shall constitute an original but when taken together shall constitute one agreement.

13.8 If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms.

13.9 The parties’ representations and warranties and any other provision that, in order to give proper effect to its intent, should survive expiration or termination, will survive the expiration and/or termination of this Agreement.