1. General

SECURE DATA MEDIA SOLUTIONS Ltd is pleased to accept orders subject to the Terms and Conditions of Sale as stated below. Unless expressly agreed in writing (for example in the case of a tender), any alteration to these conditions will not apply. In these terms “you” and “your” as appropriate refer to the Buyer and “us”, “our” and “we” refers to the Seller, SECURE DATA MEDIA SOLUTIONS Ltd. “Days” refers to working days, being Monday to Friday inclusive, excluding bank holidays, unless otherwise stated.

2. Quotations

Our quotations remain valid for 30 days from the date of their issue. Quotations are for the sole use of the addressee and we reserve the right to withdraw a quotation which has been passed by you to a third party.

3. Delivery and Collection of Goods

In normal circumstances:

1. a) We will deliver an order within the agreed delivery period, but we cannot be held liable for any loss caused by late delivery. If we do deliver late you are not entitled to regard this as a breach of contract.
2. b) Goods will be delivered to the delivery address supplied by you. You are considered to have given authority to accept a delivery on your behalf to any person who accepts delivery at the delivery address.
3. c) If we or the goods carrier cannot deliver to the delivery address then we may either store the goods and deliver at a later date or return the goods to stock and deliver similar goods later.
4. d) If we, at your request, deliver in instalments to you or to your customer, then each instalment is a separate contract and must be paid for within the agreed term.

4. Prices

All quotations show prices with VAT added at the rate applicable on the date of the quotation. VAT charged on invoices will be at the rate applicable on the date of invoice, regardless of any change in the VAT rate between the quotation date and the invoice date.

5. Payment

Unless otherwise agreed in writing, all invoices shall be paid in full by the end of the calendar month following the invoice date.

If payment is not received by the due date:

1. a) We shall be entitled to charge interest on the overdue amount at a rate of 3% per annum above the base lending rate of National Westminster Bank, calculated on a daily compounded basis from the due date until payment is received in full.
2. b) We shall also be entitled to recover all reasonable legal and administrative costs incurred in recovering the overdue amount, whether or not title to the goods has passed to you.

You shall not withhold, defer, or set off any payment due to us on account of any dispute or counterclaim.

6. Warranty
7. a) All goods supplied by us are warranted to be of sound workmanship and materials, and suitable for the purpose for which they are designed under fair conditions. Our liability under this Warranty will be limited to the replacement, free repair, or issue of credit against any goods acknowledged by us to be faulty, provided that such fault has not been caused by your misuse of the goods or your negligent handling of them.
8. b) In order to make a claim under this Warranty you must return the goods: –
9. i) to Secure Data Media Solutions Limited at Unit 3 Gloucester House, County Park, Shrivenham Road, Swindon, Wiltshire, SN1 2NR. Unless we have advised you of another address to return the goods.
10. ii) carriage paid.

Our carriers have no authority to accept Goods for return unless we have agreed in advance for goods to be returned.

1. c) In no circumstances will we be liable for any indirect or consequential loss or damage arising from a defect or failure of our goods, to the fullest extent permitted by law.
2. d) If you return goods to us under clause 6(b) and we determine that the goods are not faulty, or that the fault has arisen due to misuse or negligent handling by you, we will notify you in writing of our assessment and allow you ten working days to collect the goods from us or to arrange for a carrier to collect them on your behalf. You will remain liable for payment in full as originally invoiced. If the goods are not collected within this period, we reserve the right to return them to you and charge for carriage and reasonable administration costs. If you do not provide instructions within the ten-day period, we will consider that you have given us unconditional authority to dispose of the goods as we see fit, without further liability.

Notwithstanding the above, we are committed to resolving any issues promptly and will make reasonable efforts to assist you in finding a satisfactory outcome where possible. Customer satisfaction is important to us, and we will always seek to act fairly and cooperatively when resolving warranty-related matters.

7. Catalogue and Brochures

All descriptions and illustrations of goods in any catalogue, brochure, price list or in any other document provided by us are intended for general guidance only and do not form part of any contract between you and us. We accept no liability for any error or omissions in such documents and cannot be liable in any circumstances for any loss or damage resulting from your reliance on such descriptions or illustrations.

8. Force Majeure

We reserve the right to cancel an order or suspend or delay delivery of it without being liable for any loss or damage if supply of the Goods is prevented or delayed by reason of war, (whether declared or not), civil strife, riots, adverse weather conditions, fire, flood, labour disputes, accidents or any other causes or circumstances beyond our control.

9. Shortages, Damages, Discrepancies and/or Loss in Transit

We will at our discretion refund, replace or issue credit where goods have been lost, wrongly delivered, damaged in transit or there is short supply of an order. We will only consider claims if made in writing to us within 5 days of the date of delivery. If goods have been damaged or supplied short, then you must keep those goods in one place, separate from any other goods and let us inspect them if we wish before we decide what action to take. If a whole consignment of goods is lost, then you must inform us in writing within 10 days of the invoice date.

10. Retention of Title
11. a) General: – Notwithstanding delivery of the goods, we will still own them until such time as all sums due to SECURE DATA MEDIA SOLUTIONS Ltd from you have been paid in full.
12. b) Storage: – You must keep the goods separate and clearly identified as our property until you have paid for them.
13. c) Insurance: – Risk in the goods passes to you on delivery and you must keep the goods fully insured until payment. If the goods are lost, destroyed, or damaged prior to full payment then you must hold the proceeds of insurance for and, to our order, pending payment. If the goods are so destroyed, you are not entitled to delay paying us until you have been paid by the insurer of the goods.

11. Your Bankruptcy or Default

If: –

1. a) You fail to honour any of your obligations to us under this contract, or you breach them, or
2. b) any distress or execution is levied on you, or
3. c) you offer to make an arrangement with your creditors or commit any act of bankruptcy or if any petition in bankruptcy is presented to you, or (if you are a limited company) any resolution or petition to wind up such a company’s business (other than for the purposes of amalgamation or reconstruction) is passed or presented or an encumbrancer takes possession, or a receiver or similar officer is appointed over the whole or any substantial part of the undertaking of such company.

then not withstanding the time for payment in clause 5, all the payments outstanding from you shall immediately fall due and we will have the immediate right to cancel in writing any contract we currently have with you without prejudice to any claim or right we might otherwise have.

12. Interpretation and Validity

The construction, validity and performance of this contract will be governed only by English law, and the English Courts will have exclusive jurisdiction. The interpretation of any clause or sub-clause above will not in any way be limited or restricted by reference to or inference from any other clause or sub-clause. If for any reason one clause or sub-clause is unenforceable according to its terms, then the others will remain in full force and effect.