1.1 What these terms cover. These are the terms and conditions on which we supply products and services.
1.2 Why you should read them. Please read these terms carefully before you submit your order. These terms tell you who we are, how we will provide a product to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
1.3 Terms specific to services. These terms and conditions include terms from clause 15 onwards which apply to specific services we provide.
INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are SDS Limited, a limited company registered in England with no. 3184235 at registered office Unit 6, St Martin’s Park, Moorend Farm Avenue, Cabot Park, Avonmouth, Bristol, BS11 0RS. Our VAT no. is 664 475 801. We were established in April 1996.
2.2 Operational hours. Our hours of operation are 8.30am-5.00pm, Monday to Friday, not including public holidays.
2.3 How to contact us. You can contact us by telephoning us on +44 (0)1179381800 or by writing to us at email@example.com or at Unit 6, St Martin’s Park, Moorend Farm Avenue, Cabot Park, Avonmouth, Bristol, BS11 0RS.
2.4 How we may contact you. If we have to contact you about your order we will do so by telephone or by writing to you at any email address or postal address you provided to us in your order.
2.5 We record telephone calls. In order to maintain high standards, and for training and quality purposes, we need to record all inbound and outbound telephone calls. We retain recordings for 12 months. Our use of recordings is fair and we comply with the requirements of relevant legislation. In normal circumstances a recording will not be retrieved or monitored unless it is necessary to investigate a complaint, check compliance with regulatory procedures, or improve standards in call handling via training and coaching.
2.6 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
2.7 You should communicate with us in English. When communicating with about your order, both verbally and in writing, you should use the English language.
OUR CONTRACT WITH YOU
3.1 Our assumption when we accept your order. When you place an order, we will assume that you are aged 18 or over and are legally permitted to enter into a contract with us.
3.2 How we will accept your order. Our acceptance of your order will take place when it is accepted via our website, on the telephone, by email or fax, and we receive your payment (unless we have agreed credit terms with you), at which point a contract will come into existence between us. We will send you an email to confirm your order.
3.3 You should check the details in your order. It is your responsibility to check that your name, address and delivery address (if different) are correct before submitting your order.
3.4 If we cannot fulfill your order. If we are unable to fulfill your order, we will inform you of this and will not charge you or will refund any payment made. This might be because the product you have ordered is out of stock, because of unexpected limits on our time or other resources which we could not reasonably plan for, because we have identified an error in the price or description of the product, or because we are unable to meet a deadline you have specified.
4.1 Products may vary slightly from the images on our website. The images of products on our website are for guidance purpose only. Although we have made every effort to ensure the products are accurately represented, there may be minor variations. Your product may vary from those images.
4.2 We rely on manufacturer descriptions of products. On our website we give a technical description of our products which is provided by the manufacturer of the products. We have no responsibility for errors in a product description provided by the manufacturer.
4.3 Use of our products. We do not sell products for use in connection with nuclear, chemical or biological weapons, missiles or military activity. By placing an order for a product with us, you are confirming that the product will not be used in such a way.
YOUR RIGHT TO MAKE CHANGES TO YOUR ORDER
If you wish to make a change to your order please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the order, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to cancel your order (see Clause 7, Your right to cancel your order).
DELIVERY AND INSTALLATION OF THE PRODUCT
6.1 When we will deliver the product. After you have paid for the product (see Clause 10, Price and payment) and it is available for dispatch, we will pass it to a commercial carrier within a few days of the order for delivery to the address you gave us.
6.2 We are not responsible for delays outside our control. If delivery of the product is delayed by an event outside our control, then we will contact you as soon as possible to let you know, and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event.
6.3 When you become responsible for the product. A product will be your responsibility from the time we pass it to a commercial carrier for delivery to you.
6.4 When you own the product. You own the product once we have received payment in full.
6.5 Your responsibility to acknowledge safe receipt of the product. Upon delivery of the product, you must sign the carrier’s receipt or waybill confirming safe delivery of the product, and must add the name of the person signing, the date and (if a business) your official stamp. By doing so you will be confirming that you have received the correct number of packages (if the product is delivered in more than one package); that you have checked the external condition of all packages; and that the packages received are consistent with the details on the delivery receipt.
6.6 Incomplete or damaged delivery. If the delivery is incomplete or damaged, you should give a detailed description of the problems on the carrier’s receipt or waybill, and reject the delivery so that the carrier returns it to us. You must also contact us in English by calling +44 (0)1179381800 or by writing to us at firstname.lastname@example.org, with your name, address, details of the order and, where available, your phone number and email address.
6.7 You should use qualified personnel to install the product. It is your responsibility to ensure that the product is installed by suitably trained and experienced personnel. If not, it may invalidate any guarantee or warranty we provide. If a product is not installed properly, there is a risk to the health of the installer, user and others, as well as of damage to the product itself.
YOUR RIGHT TO CANCEL YOUR ORDER
7.1 You can always cancel your order. Your rights when you cancel your order will depend on what you have ordered and whether there is anything wrong with it, and when you decide to cancel the order:
(a) If the product is faulty you may have a legal right to cancel your order (or to get the product repaired or replaced or get a refund), see Clause 9;
(b) If you want to cancel your order because of something we have done or have told you we are going to do, see Clause 7.2; and
(c) If you have just changed your mind about the product, see Clause 7.3. You may be able to get a refund (subject to out 30% re-stocking fee) if you are within the cooling-off period, except if the product was manufactured especially for your order or the packaging has been opened.
7.2 Cancelling your order because of something we have done or are going to do. If you are cancelling your order for a reason set out at (a) to (d) below, we will refund you in full for any product which has not been supplied. The reasons are:
(a) We have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
(b) We have suspended supply of the product for technical reasons, or notify you we are going to do so, for a period of more than 3 months; or
(c) You have a legal right to cancel your order because of something we have done wrong.
7.3 Exercising your right to change your mind (Consumer Contracts Regulations 2013). If you are ordering as a consumer (rather than a business), for most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
7.4 How long do you have to change your mind? You have 14 days after your order to change your mind. For example, if you submit your order on the 3rd of the month, you can change your mind up to and including the 17th of the month.
HOW TO CANCEL YOUR ORDER (INCLUDING IF YOU HAVE CHANGED YOUR MIND)
8.1 Tell us you want to cancel your order. To cancel your order, please let us know by calling +44 (0)1179381800 or by writing to us at email@example.com. Please provide your name, address, details of the order and, where available, your phone number and email address.
8.2 Returning a product after cancelling your order. If you cancel your order for any reason after the product has been dispatched to you or you have received it, you must return it to us. You must deliver it back to us at Unit 6, St Martin’s Park, Moorend Farm Avenue, Cabot Park, Avonmouth, Bristol, BS11 0RS. If you are exercising your right to change your mind you must send the product within 14 days of telling us you wish to cancel your order. A product you return will remain your responsibility until we receive it, and we strongly advise that you use a tracked and insured postal service when returning it, including proof of postage.
8.3 When we will pay the costs of return. We will pay the costs of return:
(a) If the product is faulty or misdescribed; or
(b) If you are cancelling the order because of an error in pricing or description, or because you have a legal right to do so.
In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return.
8.4 How we will refund you. We will refund you the price you paid for the product, by the method you used for payment. However, we may make deductions from the price, for our delivery and order preparation costs, including a 30% re-stocking fee.
8.5 If you are exercising your right to change your mind. If you are exercising your right to change your mind, we may refuse to refund your purchase price if the product was ordered specifically for your from our suppliers (because we cannot return it to them). We may also refuse to refund your purchase price if the packaging has been opened. This is because we will not then be able to sell the product to another customer.
8.6 When your refund will be made. We will make any refunds due to you as soon as possible, usually within 14 days from the day on which we receive the product back from you.
IF THERE IS A PROBLEM WITH THE PRODUCT
9.1 How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone us on +44 (0)1179381800 or by writing to us at firstname.lastname@example.org.
9.2 Summary of your legal rights. We are under a legal duty to supply products that are in conformity with this contract.
PRICE AND PAYMENT
10.1 Where to find the price for the product or service. The price of the product or service will be the price indicated on the website order pages when you placed your order or in the quotation supplied to you by our sales team. Quotations are valid for 7 days unless otherwise stated.
10.2 When you must pay and how you must pay. We accept payment by credit card, debit card and by BACS. You must pay for the product in full before we supply it (unless we have agreed credit terms with you). If you have a discount code and wish to redeem it against your order, simply enter the code in the ‘discount code’ section of the shopping cart.
10.3 Value Added Tax (VAT). The price of the product on the website does not include VAT, which will be added to the sum to be paid. However If you are a business in the European Union, and provide your VAT number to us when making your order, then no VAT is payable.
10.4 Delivery costs and duties. Unless you are entitled to and have chosen the ‘FREE DELIVERY’ option when placing your order, we will charge the cost of delivering the product to you in addition to the price. Delivery costs are stated on the quotation, and are based on the dimensions and weight of the product and destination country. Any import/export duties levied by customs authorities outside the UK must be paid by you.
GUARANTEE AND WARRANTY
11.1 Manufacturer’s guarantee. Some products we sell are guaranteed by the manufacturer for a period of 12 months starting on the date we pass the product to the commercial carrier for delivery to you. The guarantee provides you with rights against the manufacturer (according to the terms of the guarantee). In dealing with the manufacturer you should prove your entitlement to the guarantee by showing them the purchase order. (Note the comments in clause 6.7 about installation by unqualified personnel invalidating a guarantee.)
OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
12.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is obvious that it will happen.
12.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence (or the negligence of our agents or subcontractors); for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the product including the right to receive a product which is: as described and matches information we provided to you and of satisfactory quality.
12.3 We are not liable for business and misuse losses. We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity, which arise out of this contract, or for any loss suffered due to misuse of the product. We have no liability to you for any loss which may arise out of use of the product in breach of clause 4.3.
HOW WE MAY USE YOUR PERSONAL INFORMATION
OTHER IMPORTANT TERMS
14.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this.
14.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
14.3 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
14.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
14.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the product, we can still require you to make the payment at a later date.
14.6 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by the law of England and Wales and you can bring legal proceedings in respect of the products in the English and Welsh courts.
ADDITIONAL TERMS FOR SERVICES
Where we provide services to you, the terms in this clause and the clauses below apply in addition to the terms above.
(a) We reserve the right to charge additional costs incurred in the service, for instance mileage, tolls, overnight stays, labour and part fees, and emergency call outs.
(b) We will charge for hours worked outside of the allocated scope of the service. The charge will be at the hourly rate set out in our Engineering Rate card. Our engineer will confirm any extra chargeable hours with you at the time, and we will record these in the final engineering report and submit an invoice for them.
(c) If you need to change the date of a service, you should do so at least 10 full working days before the arranged date for the service. If you change the date or cancel the service less than 10 full working days beforehand, we reserve the right to charge in full for the service.
(d) We reserve the right to cancel any service if we are prevented, hindered or delayed in or from performing it due to factors outside our control. We will always try to minimise any impact and disruption to you in this event.
(e) We guarantee all services we undertake for parts and labour:
(i) For 6 months, if the product is no longer within the original manufacturer’s warranty; and
(ii) For 12 months in all other cases; from the date of completion of the service.
(f) Where we agree an extended warranty with you, it commences on the day that the original warranty lapses and lasts for the agreed extended period. Warranties are not transferrable between products – they are specific to an individual product and a corresponding serial number (or other identifiable item number if there is no serial number). You should retain a copy of our invoice as proof of warranty.
ADDITIONAL TERMS FOR INSPECTIONS AND REPAIRS
16.1 Temporary replacement parts.
(a) If we are repairing a product and find that a critical part needs to be repaired, we will fit and/or provide a like-for-like replacement part on a temporary basis, if the part is available from stock. You must collect and return the replacement part using a suitable tracked and insured courier.
(b) We will charge for (i) costs and labour to fit and remove the replacement part, (ii) delivery costs for return of the part to us, and (iii) an inspection fee (of £75) on receipt of the part.
(c) The replacement part is your responsibility while it is at your premises or otherwise in your possession. We will charge our standard repair rate for repairing damage to the replacement part which occurs while it is at your premises or in your possession.
(d) You must return the replacement part within 1 working week of your receipt of the repaired product – we reserve the right to charge you 10% of the value of the replacement part for every further week or part of a week until we receive the replacement part.
16.2 Packaging. We may charge you for providing packaging for returning a product to you, if the packaging in which we receive the product is unsuitable for returning it.
16.3 Delivery. It is your responsibility to deliver a product to us for repair, and to collect it after the repair is complete. Deliveries should be sent via a tracked courier service and insured adequately.
16.4 Cancellation. Once we have accepted a repair or replacement proposal, the order can no longer be cancelled and we will charge for it accordingly.
16.5 Disposal of a product. We will contact you regarding the result of our inspection of a product. If we fail to get a response from you within 2 working weeks, we may dispose of or recycle the product. In those circumstances, we accept no liability for any loss or damage caused.
ADDITIONAL TERMS FOR ANNUAL AUDIT AND SUPPORT CONTRACTS
17.1 Duration and termination. Annual Audit and Support contracts are for a minimum of 12 months. After 12 months, they can be terminated on 2 months’ written notice.
17.2 Site audits. A site audit will take place on a date we agree with you.
17.3 Technical support. Technical support by telephone is provided for an agreed number of hours per month (during our normal operational hours). If all of allocated time period is not used in a particular month, the time for that month does not roll over to the following month.
17.4 Additional costs. We will charge additional costs as follows (including for single site audits): mileage at 40p per mile, tolls at cost plus 15%, overnight stays at cost plus 15%, labour and part fees, emergency call out and shipping charges.
ADDITIONAL TERMS FOR SITE AND ANNUAL AUDITS AND COMMISSIONING
This clause applies to site and annual reports and commissioning.
(a) When you sign and/or pay for the service, we assume that the information you provide to us is true and accurate. If inspection of a product reveals otherwise, we reserve the right to amend the scope of work and subsequent charges accordingly.
(b) We reserve the right to refuse to carry out a service if information we have been provided with about the scope of the work is false.
(c) Same day callouts and any work required outside our hours of operation (8.30am-5.00pm, Monday to Friday) will be charged at the rates set out in our Engineering Rate card.
(d) Extended warranties for products and services commence on the day of purchase of the ‘Annual Audit + Support’ plan.
ADDITIONAL TERMS FOR TECHNICAL SUPPORT SERVICES
This clause applies to technical support.
(a) Our hourly support rate must be paid upfront.
(b) Our retained support service is payable monthly, and has an initial terms of 12 months. Each package must be spent and utilised within the allocated ‘Package use timeframe’ with no hours or minutes available for roll over.
(c) Our Technical Support telephone line is a standard UK landline and is not charged at a premium rate. Please check with your phone provider for details of exact charges.
(d) We recommend that you refer to the product manuals available free of charge on our website before utilising and spending your technical support hours (TSH). You are responsible for monitoring how your (TSH) are spent, although a summary may be provided at our discretion upon request. TSHs are non-transferable and non-refundable, and cannot be used in conjunction with any other promotion related to our services.
(e) We will offer remote login only where applicable and possible. It is your responsibility to prepare for remote login sessions – any support offered with setup for the session will be included as part of the allocated timeframe.
(f) We have a number of technical support managers, who are allocated cases to respond to on a case-by-case basis. Accordingly we cannot guarantee that a particular manager will be available for a particular matter.
(g) We endeavour to answer requests for support between 4 and 8 working hours after submission. However this may be up to a maximum of 16 working hours, commencing from the time and date of the initial request. We cannot guarantee that we will resolve all issues within a time allocation. You may be required to purchase further TSH or we may offer another service or product as a solution.
(h) Where billable Technical Support is conducted over the telephone, the assigned Engineer can place a callback to the customer on request, provided that the callback is not to a premium number.
ADDITIONAL TERMS FOR TRAINING COURSES
20.1 Attendees. All training courses are based on a maximum of 2 attendees. If an attendee fails to attend all or part of a training course, full payment of charges will be required.
20.2 Venue. We can conduct training at our premises or at your premises. We reserve the right to charge additional costs for on-site training include mileage at 40p per mile, tolls at cost plus 15%, overnight stay at cost plus 15% per 1 day of training.
20.3 Intellectual property rights. We own all intellectual property rights in or arising out of or in connection with a training course, including any associated documents and materials. No reproductions, scans or copies (wholly or in part) shall be made of such documents and materials, and they shall not be shared, replicated, or published, without our prior written consent.
20.4 Conduct of training course. We may engage a suitably-qualified third party to conduct a training course. If so, they will be acting on our behalf and working to the agreed schedule and terms of delivery.
20.5 Cancellation. Our cancellation policy for training courses is as follows:
(a) Training courses held at our premises – you may cancel on 30 calendar days’ written notice.
(b) Training courses held at your premises – you may cancel on 45 calendar days’ written notice.
(c) Non-classroom based training course – may not be cancelled, and so are non-refundable.
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