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.
For so long as any amounts remain owing from the Purchaser to DDS (whether immediately due or not) title to the property of the Products shall remain in DDS and ownership will not pass to the Purchaser until DDS has received payment (cleared funds) in full. In the event of the Purchaser reselling the Products, if DDS has not received all amounts owing to it, the Purchaser shall account to DDS for the proceeds of any such sale and meanwhile hold all proceeds of such sale of such Products upon trust of DDS until DDS has received such amounts in full. At any time after the due date for payment from the Purchaser to DDS, and so long as such amounts have not been received by DDS, DDS shall at the Purchasers expense have the right to enter the Purchasers premises and remove from there Products which remain the property of DDS
All Products delivered pursuant to the terms of this agreement shall be packed for shipment in DDS's standard shipping cartons, marked for shipment to purchasers address as stated on Purchase Order. Unless otherwise instructed in writing by Purchaser, DDS shall select the carrier. All freight, insurance, and other shipping expenses, as well as any special packing expense, shall be paid by Purchaser. DDS will ship to Purchaser's primary place of business unless DDS has received in writing, instructions to ship to another location. Upon delivery of the Products to the Purchasers address, then risk of loss to the Products shall pass to Purchaser. If the shipping address is different from the Purchaser's payment billing address, DDS reserve the right to only ship to the billing address.
8.1 No liability for any claim for damage or non-functionality shall be accepted unless DDS is notified in writing by the Purchaser within two (2) days of delivery. This period may be extended at the sole discretion of DDS.
8.2 No liability for any claim for missing items shall be accepted unless DDS is notified in writing by the Purchaser within one (1) day of delivery If you do not receive goods ordered by you within 30 days of the date on which you ordered them, we shall have no liability to you unless you notify us in writing at our contact address of the problem within days of the date on which you ordered the goods.
8.3The Purchaser accepts an obligation to process all claims against the Products warranty following DDS's warranty procedures.
8.4The Purchaser shall be responsible for all carriage, telephone, postal and other incidental charges incurred during the Products Warranty period.
8.5DDS shall have no liability for any claim based upon: (i) the combination, operation or use of the Products with equipment, devices or software not supplied or specified by DDS; (ii) the alteration or modification of the Products not made by DDS.
8.6 DDS'S LIABILITY ARISING OUT OF THE SALE OF THE PRODUCTS SHALL BE LIMITED TO THE AMOUNT PAID BY THE PURCHASER FOR THE PRODUCTS. IN NO EVENT SHALL IT BE LIABLE TO PURCHASER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT DDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.</span></div>
9. Limited Product Warranty
9.1 DDS warrants that the Hardware will be free from Material Defects for a period of twenty four (24) months from the date of delivery to Purchaser. DDS will perform warranty service at DDS's Designated Facility, provided Purchaser returns the Products in accordance with DDS's shipping instructions. DDS's sole responsibility under this warranty shall be, at DDS's option, to either repair or replace the Products. All defective Products, or defective components thereof, returned under this warranty shall become DDS's property. If DDS determines that the original Products did not contain a Material Defect, Purchaser shall pay DDS all costs of handling, transportation, and repairs at DDS's prevailing rates.
9.2 DDS warrants that any magnetic or compact diskettes on which Software is recorded will be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date the program is delivered to Purchaser. If a defect in any such diskette should occur during this period, the diskette may be returned to DDS and DDS will replace the diskette without charge. DDS shall have no responsibility to replace diskettes if the failure of the diskettes results from accident, abuse or misapplication of the diskettes.
9.3 EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, DDS DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES ON PRODUCTS FURNISHED HEREUNDER, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.9.4The Products are not represented or warranted by DDS to be fault tolerant and are not designed, manufactured or intended for use or resale in any High Risk Application including but not limited to: on-line control equipment in hazardous environments requiring fail safe performance; the operation of nuclear facilities; aircraft navigation or communication systems; air traffic control; direct life support systems or similar. DDS specifically disclaims any express or implied warranty of fitness for use in High Risk Applications.
10.1 The rights and obligations of the Purchaser shall be subject to such United Kingdom laws and regulations as shall from time to time govern the license and delivery of technology abroad by persons subject to the jurisdiction of the United Kingdom. Purchaser shall certify that it shall not, directly or indirectly, export, re-export or tranship the Products or any parts or copies thereof in such manner as to violate such laws and regulations in effect from time to time. Purchaser shall indemnify and hold harmless DDS from and against any and all losses, claims and expenses incurred by DDS as a result of the breach of the Purchasers obligations under this section.
10.2 These terms and conditions shall be governed by and construed under the laws of England.
10.3 If any part of these terms and conditions shall be found to be unlawful it shall not affect the validity or enforceability of the remainder of the conditions.
You may not assign, sub-license or otherwise transfer any of your rights under these terms and conditions. If any provision of these terms and conditions is found by any court of competent jurisdiction to be invalid, the invalidity of that provision will not affect the validity of the remaining provisions which shall continue to have full force and effect. Only the parties to these terms and conditions may seek to enforce them under the Contracts (Rights of Third Parties) Act 1999.