Terms and Conditions of Sale (Business to Business)
All orders for Products accepted by Jeelani Enterprises Limited trading as Digital Direct Security (“DDS”) are accepted subject to the following conditions which shall form part and govern the contract of sale. Acceptance of Products shall be deemed to be acceptance of these conditions of sale. Any term sought to be imposed by a purchaser either in a document or otherwise that conflicts with or adds to these conditions is not accepted. No agent or representative of DDS has authority to vary these conditions unless accepted in writing by a Director of DDS.
1.1 “Products” shall mean the products, including Hardware and Software, as supplied by DDS. The Products may be modified or discontinued at any time in accordance with DDS’s continuous product enhancement policy. 1.2“Hardware” shall mean the physical equipment (not Software) included as part of the Products.1.3“Software” shall mean each software program in executable or object code form included as part of the Products.1.4“List Price” shall mean the price for the Products as set forth in DDS’s price list.1.5“Trade Price” shall mean the price for the Products as set forth in DDS’s trade price list.1.6“Purchase Order” shall mean a written purchase order using the official stationary of the Purchaser or electronic purchase order placed by the Purchaser using DDS’s website ordering service. 1.7“Purchase Price” shall mean the amount to be paid by Purchaser for the Products.1.8“Purchaser” shall mean any party that purchases the Products.1.9“Bespoke Products” shall mean Products that undergo a Purchasers specific instructions in terms of design, branding and /or manufacture.1.10 “Designated Facility” shall mean DDS’s primary trading address at Unit 7, Osprey Court, Hinchingbrooke Business Park, Huntingdon, PE29 6FN, UK.
2. Payments, Price and Taxes
2.1DDS shall have the right at any time to revise its Purchase Price for any Products.2.2All Purchase Prices are Ex works, DDS’s Designated Facility.2.3All invoices are due for payment prior to shipment of the Products unless credit terms have been earlier agreed; payable to DDS’s Designated Facility. Payment is to be made in Pounds Sterling unless otherwise agreed in writing by a DDS Director. 2.4All overdue accounts will be charged, on a daily basis, commercial interest at 4% above the base rate of Lloyds Bank plc.2.5Where DDS has the legal obligation to collect taxes, the appropriate amount shall be added to Purchaser's invoice and paid by Purchaser unless Purchaser provides DDS with a valid tax exemption certificate authorised by the appropriate taxing authority. 2.6Where a Purchase Order specifies supply of Bespoke Products, 50% of Purchase Price will be immediately payable following order acceptance by DDS.
3. Order and Acceptance
All orders for Products submitted by Purchaser shall be initiated by a Purchase Order. No order shall be binding upon DDS until a Purchase Order has been accepted by DDS in writing and DDS shall have no liability to Purchaser with respect to orders that are not accepted. DDS shall use its reasonable commercial efforts to notify Purchaser, by facsimile or email, of the acceptance or rejection of an order and of the assigned delivery date for accepted orders within twenty four (24) hours after receipt of the Purchase Order. No partial shipment of a Purchase Order shall constitute the acceptance of the entire order, except the written acceptance of such entire Purchase Order. DDS shall use its reasonable commercial efforts to deliver Products at the time specified either in the Purchase Order or in DDS’s written acceptance of such Purchase Order. If any Purchase Order placed by the Purchaser includes various Products which make up a kit, the Purchase Order may be processed for convenience only as a single supply order and may be given only one supply code. Notwithstanding any discount given by DDS for a Purchase Order comprising multiple Products, the Purchaser will be purchasing each Product separately and not as a single package or kit.
4. Cancellation and Reschedule Fees
Excluding orders for Bespoke Products which are irrevocable, should a Purchaser request to: (i) cancel all or any part of any Purchase Order; (ii) fail to meet any obligation hereunder, causing cancellation or rescheduling of any Purchase Order or portion thereof; (iii) request a rescheduling of the delivery of Products and the request is accepted by DDS; or (iv) request a configuration change causing rescheduling of the delivery of Products, and the request is accepted by DDS; Purchaser agrees to pay to DDS, should it be requested, the following cancellation / reschedule Fees: Notice Received: (% of List Price) 2 days or more prior to scheduled delivery date: 5%; 1 day or less prior to scheduled delivery date 10%; Recognising that the cancellation or rescheduling of any Purchase Order will cause additional costs to DDS in an amount that cannot be readily determined. The Purchaser agrees that the previously stated fees represent a reasonable estimate of the costs to DDS which would result from such cancellation or rescheduling. Should Purchase Order that is deemed irrevocable be cancelled then the full Purchase Price will be paid by Purchaser. In addition, there shall be no cancellation/ rescheduling fees for correction of any typographical or clerical errors or change of location for delivery within the United Kingdom mainland PROVIDED THAT the Purchaser informs DDS before 24 hours of the date of shipping. If the change of location for delivery applies to an order made in respect of any jurisdiction outside UK mainland then we reserve the right to charge a fee for the administration costs incurred in doing so.
5. Availability of Product
DDS will use its reasonable commercial efforts to comply with the date agreed for dispatch or delivery of the Products where the date is given and intended as an estimate only and is not to be the essence of the contract. If owing to non availability of the Products or any other causes beyond DDS’s control arise, then DDS shall be at liberty to propose an alternative delivery date and the Purchaser may have the option of cancelling the Purchase Order without penalty.