1.1 These conditions shall govern and form part of every contract for the supply of Goods and/or Services (the Product) by IDentilam (the Vendor) and, a person or company or its agent who places an order (the Purchaser) and shall prevail over any express or implied conditions of the Purchaser. Any variation, cancellation or waiver of these conditions must be in writing and signed by a duly authorised representative of the Vendor.
1.2 The section headings contained in this agreement are for reference purposes only and shall not affect the meaning or interpretation of this agreement.
2. Prices & Payment:
2.1 Every endeavour is made to ensure accuracy of prices quoted to the Purchaser; quotations are based upon the Vendor’s understanding of information relating to requirements provided by the Purchaser and the Vendor accepts no responsibility for any errors or omissions.
2.2 Value of minimum order accepted by the Vendor is £100.00 net. All prices are ex works; packing and carriage will be charged extra and VAT added at prevailing rate.
2.3 Payment for the Products shall be made to the Vendor by the Purchaser in sterling in full, free of all charges and deductions within 30 days following despatch or in accordance with any other agreed terms.
2.4 Any sums unpaid on the due date shall bear interest at 2.5% (compound per calendar month accruing from day to day).
2.5 A 2% handling fee will be added to any credit card payment over £1,000.
3.1 Unless otherwise agreed, delivery of the Product shall be made to the designated warehouse or premises of the Purchaser. All reasonable efforts will be made to meet estimated despatch and/or delivery times; the Vendor shall not be liable in any way whatsoever for failure to despatch and/or deliver the Product within the estimated time.
3.2 The Vendor offers a delivery service via a third-party courier company and shall have no liability whatsoever for late delivery by such third-party carrier, other than to investigate such failure with the third-party carrier immediately on advice from the Purchaser. Note: where receipt of the Product (goods) is time critical, the Purchaser may wish to use their own carrier.
3.3 Delivery of Services: all Services will be provided with reasonable care and skill and in accordance with the description set out in quotation, following good industry practice and any agreed timescales.
3.3.1 online Services where provided, will be available at all times during working hours. The Purchaser will be informed of dates/times for routine maintenance carried out at regular intervals; wherever practical such maintenance will be carried out outside normal working hours
3.3.2 Where the Services include a helpline, this will be available at all times during working hours and client queries and requests will be given a log reference and dealt with promptly and professionally
4. Risk & Title:
4.1 All risks in the Product shall pass to the Purchaser on delivery. Title to the Product (including software and associated licences) shall not pass to the Purchaser until payment is received in full. (Refer also to IDentilam Software Licence Agreements.) Insofar as the Products may be delivered to the Purchaser before such payment is received the Purchaser shall hold the Products in the capacity of fiduciary for and on behalf of the Vendor until such payment is received and, in such capacity, and until such time shall remain liable to account to the Vendor for the Products or, if the same product shall be sold by the Purchaser, for the proceeds of the sale thereof. So long as any payment for the Products remains outstanding and in the event that the Purchaser commits an act of bankruptcy, enters into liquidation, has a Winding-Up Order against it or a Receiver appointed of assets, income or any part thereof, the Purchasers power of sale shall automatically terminate and the Vendor shall be entitled, in addition to any other remedies conferred by law, to enter any premises occupied by the Purchaser and retake possession of the Products.
4.2 Any discrepancy relating to pricing, quantities advised or delivered, damage to Goods, any failure in Service provided, non-conformance or quality, must be notified to the Vendor in writing within 7 days of delivery of Goods/Service.
5.1 Any Goods returned to the Vendor will only be accepted after a “Returns Number” has been allocated by the Vendor. The return of goods, other than for non-conformance or quality reasons, shall be at the total discretion of the Vendor. Such returns are subject to a 20% handling charge and must be agreed with the Vendor within 7 days of delivery.
6. Warranty, Specifications & Intellectual Property:
6.1 All equipment is guaranteed for 6 months from the date of purchase against faulty workmanship and parts. See separate warranty documents for software, printers and other hardware.
6.2 Technical specifications, characteristics and details of products have been compiled by the Vendor in good faith, and the Purchaser/User must determine independently the suitability of the Products for their own application.
6.3 The Vendor reserves the right to alter Product specifications at any time and without prior notice.
6.4 Nothing in these conditions is intended to transfer any intellectual property rights or similar rights from either party to the other in any way or for any purpose. IDentilam will not infringe any third-party IP.
6.5 All IP relating to IDentilam software & source code remains the exclusive property of the Vendor at all times. IDentilam John Bostock House Faygate Horsham Sussex RH12 4DN England t: 44 (0)1293 851711 f: 44 (0)1293 851742 firstname.lastname@example.org www.identilam.co.uk
7.1 Any liability whether contractual, tortious or otherwise in respect of the Product (save for title in the Goods) or for any loss or damage (save death or personal injury caused by the negligence of the Vendor) which may occur after delivery thereof and also all other conditions and warranties whatsoever concerning the Goods, whether express or implied by statute or at Common Law are hereby excluded.
7.2 The Vendor shall not be liable for any indirect or consequential loss which may be suffered by the other in connection with the performance of the Product or Services, including but not limited to the loss of use, loss of profits, loss of production, loss of revenue or business interruption.
8. Privacy and Data Handling:
8.1 Any personal data which the Vendor collects, records or uses in any way, however held or stored, will have appropriate safeguards applied to it to ensure that it is handled according to the requirements of current UK legislation and Article 5 of the GDPR 2016. Copy of IDentilam Data Protection Policy available on request.
8.2 All personal data collected and held on behalf of bureau clients for production of ID cards (or similar) is controlled by the Purchaser and processed by the Vendor, on their behalf. Copy of IDentilam Bureau Service Agreement available on request.
9.1 The Vendor shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover, including public liability insurance, death or personal injury, loss or damage to property and cyber liability; the Purchaser shall effect and maintain policies providing an adequate level of cover in respect of all risk which may be incurred including death or personal injury, loss or damage to property in relation of IDentilam employees while on-site providing a service at the delivery venue of the Purchaser, using their own or the Purchaser’s equipment.
9.2 A copy of the Vendor’s insurance cover is available, on request, and the Purchaser shall also make available a copy of their insurance cover, on request.
10. Force Majeure:
10.1 The Vendor shall not be responsible for non-performance or delay in whole or in part of its obligations nor under any liability to the Purchaser in respect thereof if such non-performance or delay is due to acts of God, war, insurrection, Government regulations, embargoes, strikes, labour disputes, illness, flood, fire, tempest or any other cause beyond the Vendor’s control.
11. Cancellation of Orders & Termination:
11.1 In case of breach of any clause of this agreement, including but not limited to non-payment, without prejudice to any other remedy, the Vendor reserves the right to terminate a contract to supply the Product by notice in writing with immediate effect.
11.2 Where an Order is cancelled by the Purchaser, the Purchaser shall indemnify the Vendor against all loss, cost, damages, charges and expenses arising out of cancellation of the order.
12.1 For all orders subject to these terms, each party shall treat all confidential information belonging to the other party as confidential and safeguard it accordingly, including without limitation all business, commercial and personnel information that the disclosing party identifies as confidential and/or that reasonably appears to be confidential and is provided to the receiving party; this also includes information disclosed to the Disclosing party by third parties.
12.2 Such confidential information shall be used solely for the purposes of the order/s contracted under these terms and not disclosed, except on a need-to-know basis to employees, contractors, representatives and advisors of the receiving party, for purposes of order delivery or to persons approved in writing by the disclosing party.
12.3 Where considered appropriate by either party, a separate NDA may be arranged.
13. Anti-Bribery & Corruption:
13.1 IDentilam is committed to conducting business in an ethical and honest manner, and to implementing and enforcing systems that ensure bribery is prevented. We are committed to acting professionally, fairly, and with integrity in all business dealings and relationships, wherever we operate. Anti-Bribery & Corruption Statement available on request.
14. Governing Law:
14.1 All orders placed are subject to these terms and such agreement (including any associated noncontractual disputes or claims) shall be governed by and construed in accordance with English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English Courts.
IDentilam Terms & Conditions 2019 V2