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Terms and Conditions

TERMS & CONDITIONS OF BUSINESS

Last Updated:        23rd March 2012

SCOPE
These terms and conditions apply to all purchases of products and services made from S.Q.S. Ltd (“SQS”) either through its websites or by direct application to the company, where the Customer is not “dealing as a consumer” as defined in section 12 of the Unfair Contract Terms Act 1977.
SQS reserves the right to vary these terms and conditions at any time. The terms and conditions applicable to any specific Contract will be that in force on the Website on the date of the Customer’s Order.
SQS is a limited liability company registered in England, No. 03503862, with its registered office at 69 Milford Road, Reading, Berkshire, England RG1 8LG .


DEFINITIONS
The “Confidential Information” means information concerning the business affairs of a party that is identified as confidential by that party (or by its nature is self evidently confidential) which is provided to or comes to the attention of the other party as a consequence of or in connection with a Contract.
The 'Contract' means the contract on the terms and conditions set out herein between SQS and the Customer for the sale and purchase of the Products and/or the supply of Services.
A “Customer” means a legal entity which has entered into a Contract with SQS..
The “Despatch Confirmation” means the written confirmation that SQS is able to fulfil the Customer’s Order, and marks the point at which a Contract comes into existence between the parties.
The “Events” mean any of the following: if the Customer disposes of the whole or a substantial part of its undertaking, property or assets, or stops payment of its debts, and/or is made insolvent or admits insolvency or files a winding up petition under the Insolvency Act 1986 (or equivalent in the applicable jurisdiction of the Party, where this is not the United Kingdom) or files a petition seeking to take advantage of any other law providing for the relief of debtors or make a general assignment for the benefit of its creditors or has a winding up petition filed against such other party which is not cancelled within 30 days.
The 'Order' means an offer from the Customer to buy the products and/or services described in the Order Acknowledgement on the terms and conditions set out herein.
The ‘Order Acknowledgement’ means the written confirmation sent by SQS to acknowledge receipt of the Customer’s Order.
The 'Price' means the price for the Products and Services as detailed in the Despatch Confirmation and any other charges agreed.
The 'Products' means the third party products detailed in the Contract.
The 'Services' means those services which SQS is to provide under the Contract.
 “Working Day” means a weekday which is not a public holiday in England & Wales.


ORDER ACCEPTANCE
When  SQS receives an Order from the Customer, it shall send an email to acknowledge the receipt of this (“Order Acknowledgement”). This order constitutes an offer by the Customer to SQS to buy a Product and/or Services on these Terms and Conditions of Business. All orders  are subject to acceptance by SQS, and SQS will confirm such acceptance to the Customer by sending the Customer a “Despatch Confirmation”. The Contract will only be formed when SQS sends the Despatch Confirmation.
Each Contract shall form a separate Contract between SQS and the Customer independent of any other Contract.
The Contract will relate only to those Products whose dispatch has been confirmed in the Despatch Confirmation. SQS will not be obliged to supply any other Products which may have been part of the Customer's Order until the dispatch of such Products has been confirmed in a separate Despatch Confirmation.


PRICES & TERMS OF PAYMENT
Prices for the Products do not include unless otherwise specified:
VAT;
The cost of effecting delivery
Duties and customs charges howsoever incurred; and
Any special packing, insurance, alteration or installation service to the order required by the Customer
Any copyright levies, waste and environmental fees, and similar charges that SQS by law or statute may or shall charge or collect upon resale.
Payment to SQS is due on execution of the Contract, unless credit terms have been granted to the Customer, in which case the payment terms will be in accordance with such credit terms. CCI shall be entitled at its absolute discretion to alter payment terms for future Contracts or as a condition of acceptance of a Contract and withdraw or alter any credit limit granted at any time with notice. If Customer exceeds its credit limit or fails to qualify for continued credit terms, SQS may, at its sole discretion, delay subsequent shipments or require prepayment until SQS determines that Customer is again entitled to receive credit terms.
The Website contains a large number of Products and it is always possible that, despite SQS's best efforts, some of the Products listed on the Website may be incorrectly priced. SQS will normally verify prices as part of its despatch procedures so that, where a Product's correct price is less than our stated price, it will charge the lower amount when dispatching the Product to you. SQS is under no obligation to provide the Products to you at the incorrect (lower) price, even after it has sent a Despatch Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by the Customer as a mis-pricing. Notwithstanding any acceptance by SQS of any offer to purchase Products, if there has been a material or obvious pricing error by SQS, SQS shall be entitled within 30 days of its acceptance of such offer to either invoice the Customer for the Customer's true list price (not exceeding the prevailing market price at wholesale level) of the Product at the date of order or, if the Customer shall prefer, cancel the order and, if the Products have already been dispatched, collect the Products at SQS's expense and credit the Customer for any charges (e.g. price and freight) invoiced by SQS.
Where credit terms are provided, and unless otherwise agreed by SQS, invoices are due for payment within 30 days of issue. Electronic invoices shall be valid, delivered by email to the nominated Customer contact. Without prejudice to any other right or remedy available to SQS, SQS may suspend the supply of further products and/or services if any payment is more than 30 days overdue, and shall be entitled to charge the Customer interest (both before and after any judgement) on any overdue amounts at the rate laid down under the Late Payment of Commercial Debts Act 1998. Customer shall be responsible for all costs incurred by SQS in order to recover due payments, including without limitation all professional fees and legal costs.
No counterclaim or set-off by the Customer may be deducted from any payment due to SQS on any account whatsoever without the express prior written consent of SQS.
Expected delivery dates are reckoned from receipt of funds by SQS, and not from the date of execution of the Contract.
Prompt payment shall be deemed to be of the essence of the contract formed.
Invoices shall be paid in cleared funds to the bank account detailed on the invoice.
If SQS issues a credit note and the Customer does not utilise the credit note within a period of 12 months from the date of its issue, SQS shall have the right to cancel the credit note and the Customer shall not be entitled to a replacement or any payment in respect of the same. Any credit balance shown on a Customer's statement of account issued by SQS which remains on the statement for a period of 12 months will be forfeited by the Customer who shall no longer have any rights to the same.


SPECIFICATION OF PRODUCTS
Unless otherwise agreed, the Products are supplied in accordance with the manufacturer’s standard specifications as these may be improved, substituted or modified.
SQS will not be liable in respect of any loss or damage caused by or resulting from any variation for whatever reason in the manufacturer’s specification or technical data of the Products. Further, SQS will not be responsible for any loss or damage resulting from the curtailment or cessation of supply of products following any such variation.
The information provided by SQS on the Website derives from the manufacturers. It is possible that occasionally this information may not be up to date, as the manufacturers could have revised or improved the specifications. Alternatively, information concerning a particular feature may not be described on the SQS website. For these reasons, the Customer is recommended to consult the manufacturer’s own website prior to purchasing if a particular feature is critical.


OUT OF WARRANTY REPAIR SERVICE
SQS offers a repair service for most makes of disk units and tape drives. The Customer shall submit details of the unit that needs repair and the symptoms of the fault. SQS will confirm the availability of the Service, and the standard repair charge for that unit, together with any (return) delivery charge that will apply.
The Customer acknowledges and agrees that in certain severe circumstances, the standard repair charge will not       apply, but that such a determination can only be made after physical examination of the unit.
If the Customer wishes to proceed, SQS will send an email to confirm your instruction, and provide details of where the unit should be sent and how it should be labelled. Transmission of this email shall constitute SQS’s acceptance of Customer’s offer to purchase SQS’s repair Service at the price indicated and on these Terms and Conditions of Business. It is the responsibility of the Customer to package, insure and deliver the item to be repaired to SQS.
If, after examination, SQS determines that the unit cannot be repaired within the standard repair charge, the Customer will be contacted and provided with a revised price (which may be for a replacement unit).
If the Customer wishes to proceed he shall inform SQS within 2 working days. Otherwise, SQS will return the device and the Customer shall only be liable for any return delivery charge - no workshop fees or charges will be charged by SQS
Payment for the repair charge is due upon notification by SQS that that unit is repaired and ready for despatch.  
As the repair of units may be dependent on the availability of spare parts, SQS cannot guarantee repair and return periods for units accepted for repair.
Customer acknowledges and accepts that, in submitting the unit to us for repair, Customer is authorising SQS to replace assemblies or components with devices of similar, or better, design and capability. Any component removed from the unit shall become the property of SQS.


DELIVERY
Any times quoted for delivery are estimates only and although SQS will use all reasonable efforts to deliver the Products in accordance with the times specified, failure to comply with such time shall not constitute a breach of  contract.
If agreed in writing SQS shall be entitled to make partial deliveries by instalments and the terms and conditions herein contained shall apply to each partial delivery.
The risk in the Products passes to the Customer on delivery of the Products to the Customer by SQS (or SQS's nominated carrier) but where the Customer nominates a carrier other than SQS to deliver the Products, the risk shall pass to the Customer when the Products leave SQS's premises.
Where the Customer notifies SQS that it is unable to take delivery of the Products in accordance with the time stated in the Despatch Confirmation or within seven days of SQS giving notice that the Products are ready for dispatch, SQS shall endeavour to store the Products and the Customer shall reimburse SQS without delay all reasonable costs and storage charges incurred by SQS until the time of delivery.
Where the Products are to be delivered by instalments or against call-off and the Customer either :
fails to accept any delivery when due or, in the case of call-offs, fails to accept outstanding deliveries within one month of the date of the Order acceptance; or
defaults in making any payment when due,
then SQS may cancel any or all subsequent deliveries and the Customer shall compensate SQS in full for any loss or expense arising from such cancellation and notwithstanding SQS's duty to mitigate its loss shall compensate SQS in full for the loss of the Price in respect of the goods ordered, but not delivered.
The Customer shall examine the Products on arrival and notify SQS in writing within 3 working days of delivery of any damage or short delivery of the Products specified in the Order which period the Customer agrees is a reasonable period given the nature of the Equipment supplied by SQS. If the Customer fails to comply with this clause SQS shall not be liable to the customer in respect of any shortage discrepancy, damage or fault, or in respect of any consequential losses or expenses arising therefrom.
The Customer hereby agrees that the retention of the Products without written complaint to the Company for 3 working days of delivery constitutes for all purposes an intimation by the Customer that the Products have been unconditionally accepted and that given the nature of the Products supplied by the Company, 3 working days constitutes a reasonable period within which the Products should be rejected.


DOWNLOADS
Where the Products or any Product is a software item which SQS has indicated will be delivered through direct download (either from SQS’s or the original manufacturer’s FTP site), delivery shall be deemed to have been effected when the product in question is available on the relevant FTP site, and the Customer has been informed of its availability together with all necessary security details necessary to effect its download.
Software products made available on an FTP site for download by SQS will be available for a period of at least 7 days. If the download is not effected within this period, additional charges may be made by SQS for the continued availability of the product for download. Customer is responsible for any misuse of the security details provided by SQS for access to the relevant FTP site.
SQS shall not be responsible nor liable for the availability of any internet link to a FTP site, or the integrity or security of any internet link. Customer is responsible for ensuring that any Product downloaded is free from viruses or other malicious software.


TRANSFER OF PROPERTY
Notwithstanding delivery to the Customer, ownership in the Products shall remain with SQS until the Customer has paid the Price (whether or not due, invoiced or ascertained at the date of delivery) and all other outstanding amounts due or to become due to SQS in respect of this or any other business transaction between the parties.  Until such payment the Customer shall:
take all necessary measures for the protections of the Products including maintaining adequate insurance therefore
not dispose of, whether by sale or otherwise, the Products or any part of them to any other party whatsoever
store all Products so that they are clearly identifiable as the property of SQS.
So long as the property in the Products remains in SQS, SQS shall have the right without prejudice to the obligation of the Customer to purchase the Products, to re-take possession of the Products. The Customer herewith gives irrevocable permission to go upon any premises occupied by the Customer to effect such re-possession.
If any one of the Events occurs, notice thereof is to be given immediately to SQS by the Customer.  Furthermore, all Products which are the property of SQS pursuant to the provisions of Clause 9 and are in the possession of the Customer shall be delivered immediately to SQS.  Without prejudice to the Customer's duty to make delivery as aforesaid, SQS upon receiving notice from whatever source of the happening of any one of the said events, shall also have the right during normal business hours to enter upon the said land or buildings of the Customer to take possession of SQS's Products.
The Customer shall not create or allow to be created any right in the Products in favour of any third party.  If the Customer breaches any of the provisions of this sub-paragraph the value and the outstanding amounts on the Order shall immediately and notwithstanding any contractual term to the contrary become payable.
Ownership of software products and/or other licensable products are not transferred to the Customer under the Contract.


USE OF PRODUCTS AND SERVICES
The Products and Services provided by SQS under this Schedule (especially if software, but not exclusively so) may be subject to certain conditions of use specified by the original manufacturer, and Customer agrees to be bound by and respect any such restrictions or conditions at all times. SQS will endeavour to provide information to the Customer concerning these but it is Customer’s responsibility to ensure that it is aware of and complies with any such restrictions and conditions.


CANCELLATION OF CONTRACT
A Contract cannot be cancelled except with SQS's consent and on terms that will indemnify SQS against all loss.


SQS'S LIEN
SQS shall have a general as well as a particular lien on all goods, materials or any other property of the Customer which shall be in the possession of SQS in respect of any unpaid account of the Customer (whether or not in relation to the Products, materials or other property of the Customer).
Customer property held awaiting payment and any unsolicited deliveries of products received by SQS will be stored for 14 days, but thereafter may be subject to sale or disposal by SQS to defray its costs in accordance with the Torts (Interference with Goods) Act 1977.


WARRANTIES
General Warranty
SQS warrants that to the best of its knowledge and belief, no additional authorisation, consent, approval, filing or registration with any court or government department, commission, agency or third party is  necessary or required for SQS to enter and give effect to this Contract;


Product Warranty
SQS will endeavour to ensure that the Customer receives the benefit of any guarantee or warranty which may have been given to SQS by a third party manufacturer, which will be the sole product warranty provided by SQS.
The Customer is responsible for instructing itself on the terms of such guarantee or product warranty and ensuring that any conditions are fully complied with.
The Customer must ensure that the Products are serviced, maintained and used properly and in accordance with SQS's and/or the manufacturer’s recommendations (and those of any guarantee or product warranty) and are not fitted or used with any parts, accessories or ancillary equipment other than those recommended by SQS or stated by SQS to be suitable.
During the warranty period, no attempt must be made by the Customer or any third party to remedy any defect or to dismantle or otherwise tamper in any way with the Products except in accordance with specific instructions, directions and/or requests of SQS.
Defective items for return must be registered with SQS before return. The Customer must provide the original order no, product details, serial numbers and a description of the fault. SQS will check whether the product is within its manufacturer’s product warranty and if so will issue a Return Material Authorisation (RMA) number and details on where to return the goods. The RMA number must be marked on the packaging of the unit to be returned. Removable media (such as tapes or disks) must be removed from the unit and not sent with it. SQS accepts no responsibility for any removable media (or anything recorded on them) received with the unit.
Where defective goods are returned to SQS, transportation charges must be prepaid by the Customer.
Examination by SQS of goods claimed by the Customer to be defective shall disclose to its reasonable satisfaction that such defects exist and have not been caused by misuse, neglect, accident, improper storage, installation or handing or by repair or alternation not effected by SQS. Where no defect is found or such defect as is revealed is not the responsibility of SQS to rectify, the Customer will be contacted and offered the option of return of the unit at the Customer’s expense, or a repair or replacement at SQS’s established pricing rates. If the Customer not instruct SQS to process the unit as a paid repair, the Customer shall pay to SQS the cost (as certified by SQS) of any examination of such goods.


Services Warranty
SQS warrants that its obligations under this Contract will be performed with due care, skill and diligence in accordance with the current standards normally practised by recognised firms in performing services of a similar nature;
All other conditions, warranties, representations or terms concerning the supply of the products or performance of the services which might otherwise be implied into this Contract, whether by law, statute or otherwise, are hereby expressly excluded.


LIMITATIONS OF LIABILITY
Products sold are not designed for use in life support equipment, devices or systems where malfunction of such product can reasonably be expected to result in a personal injury.  SQS's customers using or selling such products for use in life support equipment, devices or systems do so at their own risk and agree to fully indemnify SQS and the manufacturer of such product for any damages and costs of whatever nature for which SQS and/or the manufacturer are liable resulting from such use or sale.
Responsibility for the suitability to meet any particular requirement of any Products or Services purchased by a Customer lies with the Customer. In cases where SQS is asked to advise, SQS does not warrant that purchase of the Products will satisfy the Customer's requirements in all or any respect.  All recommendations of Products by SQS are therefore to be regarded as informal advice only.
The Customer is advised that SQS is not liable for any losses consequent to any loss or non-retrieval of data or programs from computer disk or tape for any reason.
Making copies of software must be strictly in accordance with the rights granted by individual software manufacturers.  The Customer must satisfy itself that it has the right to duplicate or copy software.  SQS makes no representation thereto
It is a pre-condition of any claim against SQS that the Customer shall have complied in full with the terms of payment and other the obligations under this Contract.


CUSTOMER RESPONSIBILITIES
Customer warrants and represents to SQS that it has the right and all necessary power and authority to enter into and perform this Contract in accordance with its terms.
If the Customer fails or delays in fulfilling any of its agreed obligations  and SQS is directly delayed in its performance under the Contract then SQS may revise the timetable of work and/or delivery dates. SQS shall notify the Customer within five Working Days that it has been so delayed, and the Customer shall grant a reasonable extension for the performance of the Contract, and, where relevant, shall agree to increase the Price to recompense SQS for such additional costs and expenses as may be consequential to the delay.


INTELLECTUAL PROPERTY
The Products are subject to the intellectual property rights of SQS's suppliers (i.e. the Product manufacturers). Customer is not authorised to alter, cover, or remove any reference to such intellectual property rights on the Products, and shall adhere to any guidelines and restrictions provided by SQS's suppliers. SQS shall have no duty to defend, indemnify or hold Customer harmless from and against any or all claims brought against Customer or damages and costs incurred by Customer arising from the infringement of a third party's intellectual property rights, except to the extent SQS's supplier is offering such defence or indemnification to SQS on a pass through basis. Upon threat of claim or claim of infringement, SQS may, at its option (i) procure the right to continue using any part of Product, (ii) replace the infringing Product with a non-infringing Product of similar performance, or (iii) refund to the Customer the purchase price paid by the Customer for the infringing Product. Notwithstanding any other terms or conditions to the contrary SQS's liability for infringement of intellectual property rights under these Terms and Conditions of Business shall not exceed the Customer's purchase price for the infringing Products.
To the extent that any document, material, idea, data or other information constitutes an original item developed by SQS under a Contract, such original item shall be classed as SQS property and title thereto and all Intellectual Property Rights therein shall be vested in SQS.
Customer shall indemnify, keep indemnified and save harmless at its own expense SQS from and against any and all costs, losses, claims or damages arising out of or in connection with any claims that any actions carried out by SQS on the Customer’s instructions or utilising documents, materials, ideas, data or other information provided by the Customer infringe the Intellectual Property Rights of any third party.


CONFIDENTIALITY
Each party undertakes on behalf of itself, its directors, employees, agents and professional advisors:
to keep Confidential Information of the other party confidential, to use and make copies of it only as reasonably required for the Contract, and not to disclose to any third parties save as expressly permitted by the other party;
to exercise in relation to such Confidential Information no lesser security measures and degree of care than those which it applies to its own Confidential Information;
This clause 16 shall not apply to Confidential Information which the recipient can show:
was already in its lawful possession at the date of disclosure by the disclosing party and is or becomes free of restriction on disclosure and use, or
is in or subsequently comes into the public domain other than by reason of any breach by the recipient of its obligations under this Contract, or
has been disclosed to the recipient without restriction on disclosure and use by a third party who was entitled to make such unrestricted disclosure, or
is replicated by development independently carried out by or for it by the recipient or other person without access or knowledge of the Confidential Information.
In the event either party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the other party, the receiving party shall promptly notify the other party and reasonably assist that party in challenging such demand if that party wishes to do so.  Unless the judicial demand shall have been limited, quashed or extended, the receiving party shall thereafter be entitled to comply with such demand to the extent required by law
Customer agrees that SQS may disclose to its suppliers certain details (including personal data) about the Customer and SQS's sales of the respective suppliers' Products to the Customer.
The provisions of this clause 16 shall survive termination of this Contract for any reason.


DISPUTE RESOLUTION
The parties will use all reasonable endeavours to negotiate in good faith and settle any dispute that may arise out of or in relation to this Contract, or any breach of it.
If any such dispute cannot be settled amicably within ten working days through negotiations at the level at which meetings are usually held, then the dispute shall be referred to the senior representatives nominated by the Managing Director or Chief Executive Officer of each party who will meet in good faith within ten working days in order to try and resolve the dispute.
If the dispute or difference is not resolved as a result of the meeting of the senior representatives, either party may (at such meeting or within ten working days of its conclusion) propose to the other in writing that structured negotiations be entered into with the assistance of a neutral advisor or mediator before resorting to litigation.
Nothing contained herein shall restrict either party’s freedom to commence legal proceedings before any competent court to preserve any legal right or remedy or protect any proprietary right or trade secret.


TERMINATION
Either party may serve on the other written notice of termination of this Contract to take place with immediate effect if the other:
fails to observe or perform any material term or condition of this Contract and such breach (if capable of remedy) continues for thirty (30) days after receipt of a written notice from the terminating party specifying the breach and requiring the same to be remedied; and/or
disposes of the whole or a substantial part of its undertaking, property or assets, or stops payment of its debts, and/or is made insolvent or admits insolvency or files a winding up petition under the Insolvency Act 1986 (or equivalent in the applicable jurisdiction of the Party, where this is not the United Kingdom) or files a petition seeking to take advantage of any other law providing for the relief of debtors or make a general Contract for the benefit of its creditors or has a winding up petition filed against such other party which is not cancelled within 30 days.
Termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either party.
The provisions of this Contract shall survive its termi­nation for so long as may be necessary to give efficacy thereto.


LIMITS OF LIABILITY
Save as expressly provided in this Contract there are no other conditions, non-fraudulent warranties or representations (express or implied) with respect to the Contract and any warranty or representation implied by law are expressly excluded to the maximum extent permitted by law.  The Customer expressly affirms that it is not relying on any non-fraudulent warranty, condition or representation not contained or referenced in the Contract.
Except as expressly set forth in this Contract, SQS makes no warranties or representations, express or implied, in fact or in law, with reference to the SQS Deliverables and it is expressly agreed that there is no warranty of satisfactory quality, merchantability or fitness for a particular purpose, express or implied, given by SQS with reference to the Deliverables.
Neither party shall be liable to each other for any indirect, consequential, incidental, punitive, exemplary or special damages or any direct or indirect loss of profits, revenue, goodwill, loss of data or anticipated savings whether sustained by the Customer or any other party even if advised of the possibility of such loss or damages.
To the extent permissible in law, SQS’s entire liability to the Customer in respect of all defaults shall be limited to the lesser of the total amount payable under the Contract and £1,000,000.


PUBLICITY
SQS may cite publicly the Customer as one of its customers (along with a brief description of the products and services provided) and may also use examples of publicly published materials produced under this Contract in its sales and marketing materials.
With the prior consent of the Customer, SQS may also issue press releases concerning the products and services, hyperlink to Customer website, use materials produced under this Contract in case studies or award competitions and/or use such materials in its investor relations material.
ASSIGNMENT AND SUBCONTRACTING
Except as expressly provided for in the Contract, Customer may not assign or transfer a right or obligation under this Contract without first obtaining written consent from SQS, such consent not to be unreasonably refused.
SQS shall have the right to subcontract its obligations under this Contract, but shall remain responsible for such obligations.


GENERAL
The headings of the terms and conditions herein contained are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Contract.
Unless expressly provided in this Contract, no express term of this Contract or any term implied under it is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
Neither SQS nor the Customer shall be held liable to the other or be held in breach of this Contract if prevented hindered or delayed in the performance or observance of its obligations hereunder (excepting payment obligations which shall not be subject to this Clause) resulting from acts beyond the reasonable control of a party, including but not limited to acts of God, acts or regulations of any governmental or supra-national authority, war or national emergency, accident, fire, riot, strikes, lock-outs, industrial disputes, epidemics or difficulties of SQS's suppliers in obtaining raw materials, labour, fuel, parts or machinery.
The parties agree that this Contract contains the entire Contract of them on the subject matter therein and supersede all prior Contracts, understandings or arrangements between them. No purported variation of this Contract shall take effect unless made in writing and signed by an authorised representative of each party.
In the event that any provision of this Contract is adjudged to be constructed so it is deemed to be in breach of any applicable law such that that provision is unenforceable, that provision shall be severed from this Contract and the parties shall re-negotiate in good faith such offending provision and any related provisions.
In the event that the Customer issues purchase orders which refer to a SQS Quotation (or any extension of such a Quotation), such purchase orders shall be regarded as for the administrative convenience of the Customer only, and any terms and conditions attached to such purchase orders shall not form part of this Contract nor be regarded as superseding this Contract.
All notices which are required to be given under this Contract will be in writing and will be sent to the address of the recipient set out on the Contract or such other address as the recipient may designate by notice given in accordance with this clause. Any such notice may be delivered personally or by first class prepaid letter and will be deemed to have been received: (1) by hand delivery at the time of delivery; (2) by first class domestic post 48 hours after the date of mailing. Notice may not be given by email or similar means. Any service effected on a day which is not a business day shall be deemed served on the next business day.
The Customer acknowledges that export or use of any deliverable under this Contract may be subject to compliance with laws, rules and regulations of bodies having jurisdiction over such operations and agrees to comply with the same.  If the export or use of any services or deliverables of a Contract is so controlled, it is the responsibility of the Customer to obtain any such approval required by any applicable laws, rules or regulation.
All rights and remedies of the parties hereto are separate and cumulative.  Any waiver granted by either party to the other and any failure or delay by either party to insist upon strict performance of these terms and conditions shall not be deemed a waiver of any of that party’s rights or remedies nor be deemed a waiver of any subsequent default by the other party.
The waiver or failure of either party to exercise in any respect any right or remedy provided herein or any delay in so doing shall not be deemed a waiver of any further right or remedy hereunder.
Nothing herein shall be construed to create an agency, partnership or joint venture relationship between the Customer and SQS. No employee of either party shall at any time be considered or represented as an employee of the other party.
This Contract shall be subject to, governed by, and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English Courts.
-end-

 

TERMS AND CONDITIONS (CONSUMER)

Placing your order
Prices and payment
Delivery
Recycling Electrical Equipment (WEEE Regulations)
Specifications & Advice
No Fault Returns (Distance Selling Regulations)
Faulty goods
Out of Warranty Repairs
Your obligation to safeguard your data
General

 

Last Updated:     23rd April 2012

These terms and conditions are applicable for all sales to consumers i.e. individuals who are purchasing for their own private use. These terms apply if you purchase through the Website or directly from us.  If you are a company, or are purchasing for business use, please see our Terms and Conditions of Business.

We’ve tried to keep our Terms and Conditions as clear as possible, and give you all the information we can about your online transactions so that you completely understand the whole process, from order to delivery and beyond.  It’s really important to us that your online shopping experience meets expectations, so please spend a few minutes and read on. By ordering from us, you accept that these terms and conditions apply  – they might change from time to time, and will apply from any order placed after the date upon which they are published here. Please note that you have to be at least 18 years old to order goods and services from us, and by ordering you are confirming that you are of the required age.

Placing your order

If you make any mistakes during your order, you can correct any input errors right up until the point you confirm payment.

Once you’re happy everything is correct and you’ve submitted an order you’ll  receive an email headed ‘Order Acknowledgement’ recognising receipt of your order. Subsequently, we will send a further email headed ‘Despatch Confirmation’ and this is when our contract with you begins. This second email also lets you know how your products will be delivered to you.  If we have to cancel all or part of your order for any reason, we will email you to let you know. 

We offer a range of products ourselves and an extended range of products which are obtained directly from our suppliers. We change our pricing and this range from time to time. Both our own and our suppliers’ products are subject to stock availability and delivery dates made by the suppliers’ own delivery services. We will contact you if these factors affect your order. If you do not wish to proceed with the order in these circumstances, we will arrange for it to be cancelled.

Sometimes we have to admit we have made a mistake by unintentionally publishing inaccurate information on the Website (e.g. the price, description or availability of a product you have ordered).   In this instance we may have to cancel your order at any time up to the point we send you the product(s), even if you have received your Dispatch Confirmation email. In the unlikely event of this occurring, we will of course promptly provide a full refund of any charges already paid.

Prices and payment

As you would expect all our prices are in UK pounds, but they are shown EXCLUSIVE of VAT because we deal primarily with business users. The total cost of your order will be the price of the products you order, the VAT, the delivery charge (if any), plus any additional services you choose.  If there are any, there might also be charges we are required by law to collect. You’ll see all these in your Shopping Basket before you submit an order. Payment is deducted once an order is submitted.

 If you are ordering a product from outside the UK, you take responsibility for all customs duties or tariffs incurred in the country to which the products are shipped. Furthermore your order may be subject to delay or be opened and searched by local customs authorities when entering the destination country. Please note we are unable to provide specific advice on customs duties or tariffs.

Delivery

Items are usually delivered by courier , but we will notify you of the delivery method we are going to use when we send you the order confirmation email. If you buy a number of items it is possible that you’ll receive your goods separately.  If there will be a delay in delivery we will let you know, so if you have not received the shipment within 5 days of the date we have indicated for despatch, it is important that you contact us.

We expect you to make arrangements for someone to be available to receive delivery of the goods. Please check that the number of packages received is as indicated on the courier’s documentation and that the packages appear to be undamaged. As internal damage cannot always be identified on delivery, please only sign the courier’s manifest as “unchecked”.

You must check the goods received within 48 hours of receipt and let us know of any incorrect, missing or damaged items. Should any damage be identified on opening the package, please advise us as soon as you can of the exact damage. It is imperative that you do not dispose of any of the packaging, as this will be required to make the claim by us against the carrier. We will let you know of the arrangements to collect the damaged goods and replacements items will also be despatched to you.

Recycling Electrical Equipment (WEEE Regulations)

These days we are all aware of the dangers of global warming, and the benefits of recycling. Many of the electrical items that we throw away can be repaired or recycled. Recycling items helps to save natural resources and also reduces the environmental and health risks associated with sending waste electrical goods to landfill.

All the items we sell can be recycled. You can tell because they will show the following logo:

Recycling unwanted electrical products is also better for the environment.  Lead and other toxins contained in electrical goods can cause soil and water contamination. This can have a very harmful effect on the natural habitat, wildlife and also human health. When situated near populated areas these toxins can cause problems to communities as their water and soil is polluted.

If you buy an electrical product from us, we will happily recycle or safely dispose of the old product that this is replacing for you (on a one-for-one basis), even if it doesn’t show the above logo, without charge. All we ask is that you send it to us within two weeks of delivery of your new product. Please include your details with the package indicating that it is for recycling.

Even if you don’t sent the old electrical product to us, it is important for the environment that you do not dispose of it in the normal waste, but take it to your local authority Civic Amenity site where it can be disposed of free of charge. You can check on your nearest site by calling your local authority or checking their website.

Downloads

Where you have ordered a software item from us that we have indicated will be delivered through direct download, we will make it available to you either from our own or the original manufacturer’s download site with the security details you will need. Once we have told you it is available, delivery is deemed to have happened, and it is your responsibility to make the download within a period of 7 days. Take care of the security details, as you are responsible for any use of them. If you have not been able to download it within this period and the download is no longer available, give us a call. We will be able to reinstate it, but need to charge an additional fee for doing this.

Note that the availability of the download site over the internet, and any transmission of product over the internet are not things that we can take responsibility for. Whilst we check to ensure no viruses or similar software are introduced  into a product which is downloaded, we cannot guarantee it, and you should use your own antivirus protection suite for protection

Specifications & Advice

The information we give on our website derives from the manufacturers. It is possible that occasionally this information may not be up to date, as the manufacturers may have revised or improved the specifications. Alternatively, you may be concerned about a particular feature which is not described on our website. For these reasons, we recommend that you check the manufacturer’s own website prior to purchasing if a particular feature is critical to you.

We are happy to give advice concerning the best product for your particular need, so if you have a question, please feel free to give us a ring before purchase on 08450 666 222. If you do call, please remember that we are not mind readers, and we can only make our recommendations based on what you tell us! If there is a particular feature that you need or application you have in mind, please take care to make this clear to us, and ask us to confirm that our recommendations take account of that point back to you in an email – we will be happy to do this.

No Fault Returns (Distance Selling Regulations)

We will accept items back even if you have opened the goods to inspect them, in accordance with the Consumer Protection (Distance Selling) Regulations, 2000.  You are entitled to a refund as long as you inform us within 7 working days from the day after delivery, and return the items within a further 3 working days. Obviously enough, we would like the goods to be in an ‘as new’ condition and returned in the original, undamaged packaging, along with all documentation and any accessories received with it. The product must not have been used or installed or had any data inputted.  Whilst the goods are in your possession you must take reasonable care of them and not use them. DVDs, CDs, memory cards and software must still be sealed.

If you want to return the goods, please call us on 08450 666 222 to tell us that you are making a no-fault return. Alternatively, email us on sales@sgsdatastorage.co.uk, including your original order no, product details, serial numbers and the reason for the return. In either case, our  customer service department will provide you with a Return Material Authorisation (RMA) number and details on where to return the goods. We need you to clearly mark the RMA on the outer packaging only and not on the manufacturer packaging, so that we can identify the return when it arrives. We will need to regard marking the manufacturer’s packaging as damage.

We recommend that all returns be sent by registered post, so that a record of the return is available for you. Where a return is lost or stolen in transit to us, you should claim compensation from the company that shipped the return.

 We’ll provide a full refund for the cost of the product plus the delivery charge paid. It is however your responsibility to pay for the return delivery to us, and we do have the right to retain any charge paid for services which have already begun or which has been completed.  Refunds will be made in accordance with the original payment mechanism, and will be made no later than 28 days from the date of receipt of your cancellation notification.

We cannot refund/cancel your purchase if:

If a returned product (or its packaging) shows damage, and we nonetheless agree to accept the return, we reserve the right to charge a restocking fee. This will be a minimum of 25% of the order value and will be deducted from any refund made. 

Faulty goods

If the fault with your product occurs within the manufacturer’s guarantee period  (normally 12 months) we will either replace or repair the product.  You will need to have respected any warranty conditions imposed by the manufacturer, for example if any sticker placed on the warrantable equipment is removed, broken or tampered with. If we are unable to do either, you will be entitled to a full refund, including any delivery charges. In all cases we reserve the right to inspect the product and verify the fault - we do not cover faults caused by accident, neglect (including exposure to power surges or spikes), misuse, incorrect servicing or normal wear and tear. We may make a charge for examination and return in such cases.

If the product you have purchased from us develops a fault, please call us on 08450 666 222 or, email us on sales@sgsdatastorage.co.uk, including your original order no, product details, serial numbers and a description of the fault. We will check whether the product is within its guarantee and if so will provide you with a Return Material Authorisation (RMA) number and details on where to return the goods. We will either arrange collection of the product, or agree to refund your costs to send it back. However, please note that we will not refund any courier, overnight or express element of any delivery or postage charge, including Royal Mail Special Delivery.

Once we have established what needs to be done, we will let you know  when we can get your product back to you.

Often repairs will be carried out by the manufacturers’ own service teams with whom we have arrangements in place to ensure your product is repaired by skilled and qualified engineers. If we refer you to such a repair centre when you call us, please be assured we are not ducking the issue. If you’re not happy with their service we urge you to let us know.

THIS RETURNS POLICY DOES NOT AFFECT YOUR LEGAL RIGHTS. DETAILS OF YOUR LEGAL RIGHTS ARE AVAILABLE FROM TRADING STANDARDS OR CONSUMER DIRECT.

Out of Warranty Repairs

We operate a No-Fix-No-Fee repair service for most makes of disk units and tape drives. Please call us or use the form on our website to give details of the unit that needs repair and the symptoms of the fault. We will confirm to you whether we can assist, and if so, what the standard repair charge for that unit is and any (return) delivery charge that will apply.

If you wish to proceed, we will confirm your instruction by email, and provide details of where the unit should be sent. Please package the unit securely for transit. Delivery to our facility is at your expense.

In accordance with the Distance Selling Regulations, you have the right to cancel up to seven working days from the date of receipt of our email confirmation of your order, or until the time that we start work on your repair (which would be upon receipt by us of the unit). Please contact us by email to sales@sqsdatastorage.co.uk or by phone to 08450 666 222 if you wish to cancel.

We will take payment for the repair charges prior to despatch of the unit back to you. Whilst the standard repair charge is applicable in most cases, there are occasional cases where it does not apply. In such a case,  we will contact you to let you know and inform you of any additional cost should you wish us to proceed. In this case, if you do not wish to proceed, you may request the return of the device and will only be liable for any return delivery charge - no workshop fees or charges will be incurred.

Please note that repair of units may be dependent on the availability of spare parts which may affect any estimate  we have given of when we can return the unit to you. If we experience delays in the repair process, we will inform you as soon as we can.

In submitting the unit to us for repair, you are authorising us to replace assemblies or components with devices of similar, or better, design and capability. Any component removed from the unit shall become our property to dispose of as we see fit.

Unsolicited Deliveries & Uncollected Goods

Please always let us know before sending any product to us. If we receive unsolicited deliveries, we will make attempts to identify the sender and contact them to identify why the product has been sent. If we cannot identify or contact the sender we will treat the delivery in the same way as uncollected goods as described below.

If we have customer products for repair, and either are awaiting payment or instructions concerning its delivery, we will store it for up to one month. Beyond this point we may exercise our right to sell or dispose of it and use whatever proceeds to defray our costs. Before doing this we will send you a notice warning you that we may do this, and specifying when it will be disposed of. If we do sell the unit, and the proceeds exceed any sums due to us, the remainder will be sent to you.

Your obligation to safeguard your data

We sell and repair data storage units. From time to time these units will fail, and therefore we strongly recommend and expect you to take regular back-ups of any data stored on any unit purchased from us at a frequency and to an extent that is dependent on the value of that data to you.

If you send any product for repair or return any product, you must back up all data stored in the products to be repaired and remove any removable media, such as tapes, diskettes, CDs, DVDs or PC Cards before returning or submitting the products for repair or replacement. By submitting any such unit, you are confirming that you have done this. You are further confirming that you understand and accept that it is your responsibility to reconfigure or reinstall any  applications which are necessary for the operation of the repaired unit. Further, whilst we check to ensure no viruses or similar software are introduced  into a unit, we cannot guarantee it, and you should use your own antivirus protection suite for protection. We do not accept any liability for data or software which is lost, corrupted, deleted or altered during or as a result of the repair.

General

These terms and conditions, and all transactions relating to this website and all non-contractual obligations arising from any transaction carried out on this website are governed by English law and are subject to the non-exclusive jurisdiction of the English courts. In the event that any provision of this Agreement is adjudged to be constructed so it is deemed to be in breach of any applicable law such that that provision is unenforceable, that provision shall be severed from this Agreement and the parties shall re-negotiate in good faith such offending provision and any related provisions. We do not accept amendments to these terms and conditions.

We shall not be liable for delay or failure to perform any obligation under these terms & conditions if the delay or failure is caused by any circumstances beyond our reasonable control, including, but not limited to, acts of god, war, civil disorder or industrial dispute.

We reserve the right to assign our rights and also our obligations under these terms and conditions, without giving notice to you. This right of assignment shall only apply to us and shall not apply to you in any way.

Unless expressly provided in this Agreement, no express or implied term hereunder is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

All rights and remedies of the parties hereto are separate and cumulative.  Any waiver granted by either of us to the other and any failure or delay by either of us to insist upon strict performance of these terms and conditions shall not be deemed a waiver of any right or remedy nor be deemed a waiver of any subsequent default by the other, nor be deemed a waiver of any further right or remedy hereunder

 Your data protection rights are set out in our Privacy Policy. The conditions associated with the Website are to be found in the Legal Notice.

Additional terms and conditions may apply for specific products or services. If so, you will be alerted to them prior to placing an order.

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