Terms & Conditions

1. Definitions

In these conditions the following expressions shall have the following meanings:

"Company" means 7 PDS Ltd registered in England and Wales and having the registration number 3827834 and also where the context permits its assigns and any sub-contractor for the said company;

"Services" means the services to be provided by the Company to the Client under the terms of the Contract and "Service" shall be construed accordingly;

"Client" means the person firm or company with whom the Contract is made by the Company whether directly or indirectly through an agent or factor who is acting for or instructed by or whose actions are ratified by such person firm or company;

"Company's Premises" means the premises mentioned in the Contract or if not so mentioned means the company's premises at 7pds Advanced Solutions, DTE House, Hollins Mount, Hollins Lane, Bury BL9 8AT.

"Contract" means the contract between the Company and the Client under which the Services are to be supplied by the Company to the Client;

“Goods” means the articles or things to be supplied by the Company to the Client under the terms of the Contract;

2. General

These Conditions shall be deemed to be incorporated in all Contracts and in the case of any inconsistency with any order or letter or form of contact sent by the Client to the Company or any other communication between the Client and the Company whatever may be their respective dates the provisions of these Conditions shall prevail unless expressly varied in writing and signed by a director on behalf of the Company. Any concession made or latitude allowed by the Company to the Client shall not affect the rights of the Company under the Contract. If in any particular case any of these Conditions shall be held to be invalid or shall not apply to the Contract the other Conditions shall continue in full force and effect.

3. Obligation to provide Services

The Company's websites, catalogues, brochures, leaflets or correspondence are not binding and reasonable variations may be made to the Services without notice and the Services so varied shall be accepted as complying with the Contract.

4. Prices

4.1 The price payable for the Services shall unless otherwise stated in the Contract be the fee chargeable by the Company for such Service current at the date of the provision of the Services.

4.2 Unless otherwise expressly stated to be firm for a period the Company's charge in respect of the Services is subject to amendment to take account of variations in wages, materials or other costs since the date of the Contract. The Company accordingly reserves the right to adjust the sum payable by the Client for the Services by the amount of any increase in such costs after the sum due is quoted and the sum so adjusted shall be payable as if it were the fee stated as being payable in the Contract.

4.3 All prices are exclusive of Value Added Tax and this will be charged at the appropriate rate.

5. Additional Costs

The Client agrees to indemnify the Company on demand against any loss or extra cost incurred by the Company through the Client's instructions or lack of instructions or through any act or default on the part of the Client its servants or employees.

6. Intellectual Property

6.1 The Client shall indemnify the Company against all costs claims and damages incurred or threatened arising out of any alleged infringements of patents, trademarks, registered designs, design right or copyright occasioned by the provision of the Services where such Services are provided to the specification or special requirements of the Client.

6.2 All written information, electronic data, drawings, diagrams, videos, compact disks, digital versatile disks and audio tapes prepared by the Company in relation to the provision of the Services and the copyright therein shall remain the property of the Company and shall be returned by the Client on demand. All such information shall be treated as confidential and shall not be copied or reproduced or disclosed to any third party without the prior written consent of the Company.

6.3 The Client shall ensure that its employees and all those under the Clients control and supervision shall comply with the obligations of confidentiality contained at clause 6.2

7. Terms of Payment

7.1 Unless otherwise agreed by the company in writing payment for Goods and Services shall be made prior to the despatch of such Goods or performance of such Services provided always that payment shall become due on demand in any event forthwith upon the occurrence of any of the events referred to in condition 11.

7.2 The sums due to the Company under the Contract shall be due in full to the Company in accordance with the terms of the Contract and the Client shall not be entitled to exercise any set-off lien or any other similar right or claim.

7.3 The time of payment shall be of the essence of the Contract.

7.4 Without prejudice to any other rights it may have the Company is entitled to charge interest at 3% above the Current Base Rate at Barclays Bank plc per month on overdue payments such interest payments to run from the due date for payment until payment in full is received whether before or after judgement. Interest will be calculated on a daily basis until full payment including interest is received.

8. Delivery of Goods

8.1 All times or dates given for delivery of the Goods are given in good faith but without any responsibility on the part of the Company. Time of delivery shall not be the essence of the Contract nor shall the Company be under any liability for any delay beyond the Company’s control.

8.2 Claims for non-delivery, loss or damage to Goods must be made to the Company in writing within 3 (three) days of delivery.

8.3 If the Client fails to give notice in accordance with condition 8.2 the goods shall be deemed to be in all respects in accordance with the Contract and without prejudice to earlier acceptance by the Client, the Client shall be bound to accept and pay for the same accordingly.

8.4 Unless otherwise stated prices are exclusive of carriage and insurance to the Clients premises.

9. Return of Goods

9.1 Goods supplied in accordance with the Contract cannot be returned without the Company’s prior written authorisation. Duly authorised returns shall be sent to the Company’s Premises at the expense of the Client.

9.2 Where the Goods have been supplied in accordance with the Contract and the return of the Goods has been authorised in accordance condition 9.1 the Company reserves the right to levy a handling charge of 15% (fifteen percent) of the sales value of the Goods.

10. Passing of title to and risk in Goods

10.1 From the time of delivery the Goods shall be at the risk of the Client who shall be solely responsible for their custody and maintenance but unless otherwise expressly agreed in writing the Goods shall remain the property of the Company until all payments under the Contract have been made in full and unconditionally.

10.2 Until title to the Goods has passed under condition 10.1 the following shall apply:

10.2.1 the Client shall keep the Goods separate and identifiable from all other Goods in its possession as bailee for the Company;

10.2.2 the Company shall have the power to re-sell the Goods such power being additional to (and not in substitution for) any other power of sale arising by operation of Law or implication of otherwise and for such purposes the Company and its servants and agents may forthwith enter upon any premises or land occupied or owned by the Client to remove the Goods;

10.2.3 the Client shall at all times keep the Goods comprehensively insured against loss or damage by accident, fire, theft and all other risks usually covered by insurance in the type of business for which the Goods have been supplied in an amount at least equal to the balance of the price for the same from time to time remaining outstanding. The policy shall bear an endorsement recording the Company’s interest.

11. Default or insolvency of Client

If the Client shall be in breach of any of its obligations under the Contract or if any distress or execution shall be levied on the Client's property or assets or if the Client shall make or offer to make any arrangement or composition with its creditors or commit any act of bankruptcy or any bankruptcy petition will be presented against him or (if the Client is a company) if any Resolution or Petition to wind up such company shall be passed or presented or if a receiver administrative receiver or administrator of the whole or any part of such company's undertaking property or assets shall be appointed, the Company in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly or in part any and every Contract between the Company and the Client or may (without prejudice) by notice in writing suspend the Services until any defaults by the Client be remedied.

12. Limitation of Liability

Where the Contract relates to the provision of Services the liability of the Company to the Client for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances exceed the price payable for the Services.

13. Guarantee

13.1 The Company shall not be liable for any direct or indirect loss or damage to property or persons however arising from the sale use or installation of the Goods or from any defect in the Goods, in no event shall any failure of any kind on the part of the Company give rise to any liability or loss of revenue or any other consequential loss or damage arising from any reason whatsoever save that nothing contained in the Contract seeks to limit the Company’s liability for death or personal injury arising from the negligent acts or omissions of the Company, it’s agents or employees.

13.2 The Company can help the Client to specify or choose computer or communications equipment, but the assessment and selection of the Client’s chosen equipment for the Client’s purposes must be the Clients ultimate responsibility. The Company undertakes only that in giving such advice/assistance it has acted in good faith and has not been wilfully misleading.

14. Force Majeure

The Company shall be entitled to delay or cancel if it is prevented from or hindered in or delayed in the provision of Services through any circumstances beyond its reasonable control including but not limited to strikes lock-outs accidents or warfare.

15. Sub-contracting

The Company may assign or sub-contract the whole or any part of the Contract to any person firm or company.

16. Proper Law

The Contract in all aspects be governed by English Law and shall be deemed to have been made in England and the Client and the Company agree to submit to the non-exclusive jurisdiction of the English Courts.