DVS Ltd STANDARD TERMS AND CONDITIONS OF SALES

DVS Ltd IS A TRADE-ONLY DISTRIBUTOR OF TECHNOLOGY SOLUTIONS. THESE TERMS AND CONDITIONS (THE “CONDITIONS”) GOVERN THE SALE OF GOODS TO COMMERCIAL RESELLERS, RETAILERS, SERVICE PROVIDERS AND SIMILAR COMMERCIAL ENTITIES. YOUR ATTENTION IS PARTICULARLY DRAWN TO THE EXCLUSIONS AND LIMITATIONS OF LIABILITY AT CLAUSE 9.

1. DEFINITIONS & INTERPRETATION

1.1 Words importing the singular shall include the plural and vice versa, words importing a gender shall include all genders and words importing persons shall include bodies’ corporate, unincorporated associations and

1.2 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those

1.3 Any reference in these Conditions to any provision of a statute, regulation or other piece of legislation shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.4 The headings in these Conditions are for convenience only and shall not affect their

2. BASIS OF SALE

2.1 It is a condition precedent of the Contract that You are or are acting solely on behalf of a commercial entity (which may include sole traders and partnerships but in no event consumers or private individuals who intend to purchase Goods for personal use), and You represent and warrant that You are or are acting solely on behalf of such a commercial entity.

2.2 English is the only language offered for the performance of this

2.3 We will treat each order for Goods as an offer by You to purchase the Goods from Us under these Conditions, subject to Our acceptance or rejection of such offer. A Contract will be formed when We accept the order.

2.4 These Conditions and the Commissioning Terms and Conditions (where applicable) are the exclusive terms of the Contract. You should review the Conditions prior to placing each order as We may modify the Conditions and/or the Commissioning Terms and Conditions from time to time. The version of the Conditions and Commissioning Terms and Conditions posted on Our Website at the time You place an order will apply to that order unless otherwise agreed in writing and signed by Authorised Representatives of the Parties respectively.

2.5 The Contract is between You and Us. For the avoidance of doubt, no contract is formed between Us and the End User and these Conditions do not apply to any End User agreements.

2.6 Our employees and agents are not authorised to make any representations concerning the Goods and/or Services unless confirmed by Us in In entering into the Contract, You acknowledge You do not rely on, and waive any claim for breach of, any such representations not so confirmed, and any such confirmation confirmed by Us in writing is given subject to clause 13 (Specification of Goods).

2.7 Any advice or recommendation given by Us or Our employees or agents to You or Your employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by Us is followed or acted upon entirely at Your own risk, and accordingly, We shall not be liable for any such advice or recommendation which is not so confirmed.

2.8 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Us either in hard copy or any electronic medium shall be subject to correction without any liability on Our part. We shall take all reasonable steps to bring any such correction to Your attention.

3.  ORDER ACCEPTANCE

3.1 All orders submitted by You to Us for Goods and/or Services shall constitute an offer to Us, under the Contract, subject to the availability of the Goods and/or Services and Our acceptance of the order.

3.2 All orders are accepted and the Goods and/or Services supplied subject to the Contract only, unless agreed otherwise between the Parties in Writing.

3.3 You must ensure the accuracy of the terms of any order (including any applicable specification) submitted and provide Us with any and all necessary information relating to the Goods and/or Services within a sufficient time to enable Us to perform the Contract in accordance with its terms. You should review in advance the instructions on the Website concerning how to place an order.

3.4 Custom Build Products. You shall indemnify Us against all loss, damages, costs and expenses awarded against or incurred by Us in connection with or paid or agreed to be paid by Us in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from Our use of Your specification.

3.5 We reserve the right to make any changes in the specification of the Goods and/or Services which are required to conform with any applicable safety or other statutory requirements or, where the Goods and/or Services are to be supplied to Our specification, which do not materially affect their quality or performance.

3.6 Order You cannot cancel any orders accepted by Us unless We expressly agree to such cancellation in writing. For the avoidance of doubt, Custom Build Products and Special Order Products are non-cancellable.

3.7 Returns are subject to APPENDICES A to D, as amended from time-to-time.

3.8 Where Goods other than the Seller’s standard Goods are made by the Seller to the Buyer’s order, the Goods may vary in accordance with normal trade tolerances from dimensions specified by the Buyer in the order and the Buyer shall not be entitled to make any claim against the Seller in respect of any such variations.

3.9 No binding Contract shall be created until We accept any order submitted by Acceptance shall be in Writing or by delivery or part delivery of the Goods (whichever occurs earlier).

3.10 We reserve the right to introduce a minimum order value by giving You thirty (30) days’ notice of any such planned

3.11 IT IS AGREED THAT THE TERMS AND CONDITIONS OF THIS CONTRACT (OR ANY AUTHORISED AMENDMENTS TO THEM) SHALL ALWAYS PREVAIL OVER YOUR TERMS AND CONDITIONS OF ACCEPTANCE OF YOUR ORDER IS NOT ACCEPTANCE OF YOUR TERMS AND CONDITIONS.

3.12 Without prejudice to the generality of the foregoing any particular purpose for which You propose to use the Goods shall be deemed not to be known by or have been made known to Us unless specifically recorded in a schedule signed by one of Our You hereby acknowledge that any purpose stated in such schedule shall be deemed to have been specified by You.

4. QUOTES, PRICE

4.1 Quote Validity Period: Quotes are valid for the period stated on Our quotation unless otherwise agreed in Writing between both Parties.

4.2 Additional Charges: Goods prices are exclusive of any applicable Value Added Tax (VAT), transport costs (including but not limited to export or import costs as may be applicable), packaging and insurance costs which You are liable to

4.3 Price Increases: We reserve the right, by giving notice to You at any time before despatch or performance, to increase the price of the Goods and/or Services to reflect any increase in Our costs which is beyond Our control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties and/or tax liabilities, significant increase in the costs of labour, material or other costs of manufacture of the Goods), any change in delivery dates, performance dates, quantities or specifications for the Goods and/or Services (as applicable) as requested by You, or any delay caused by Your instruction or Your failure to give Us adequate information or

4.5 Project Pricing: Where project pricing is offered for certain orders and such pricing is made available to Us by Our Vendors or Suppliers, You must comply with the project pricing terms.

5. TERMS OF PAYMENT, TRADE CREDIT FACILITIES

5.1 Advance Payment: Unless Trade Credit Facilities have been provided, all orders must be paid for in advance prior to order despatch and are subject to confirmation of clearance of funds by the Your Bank or Card Issuer.

5.2 Applying for Trade Credit Facilities: You must be aged 18 years or older to obtain a Trade Credit To process an application for Trade Credit Facilities, We may supply Your personal information (sole proprietors or partners) or that of statutory directors for incorporated businesses to credit reference agencies (CRAs) and they will give Us information such as Your financial history. We do this to assess creditworthiness, carry out identity checks, manage Your account, trace and recover debts and prevent criminal activity. We will also continue to exchange information about You with CRAs on an ongoing basis, including Your settled accounts and any debts not fully repaid on time. CRAs will share your information with other organisations for the purposes of credit risk assessment. The CRA’s have drafted a notice called ‘Credit Reference Agency Information Notice’ (CRAIN) which sets put how your data will be processed. The identities of the CRAs, and the ways in which they use and share personal information, are explained in more detail at http://www.experian.co.uk/crain/index.html, www.equifax.co.uk/drain.html or www.transunion.co.uk/crain to read the notices in full. It is understood that we may contact the referees provided for information and that a credit facility may not be opened until satisfactory references have been received. We will undertake compliance checks on your business, and you as a sole proprietor, partner, and/or statutory director. These checks include but are not limited to Anti Money Laundering (AML), KYC & identity checks, PEPs and sanction screening. The personal information we collect from you may also be shared with fraud prevention agencies who will use it to prevent fraud and money laundering and to verify your identity.

5.3 Account Management: If approved for Trade Credit Facilities You must notify Us without delay of any material change to Your finances, structure, share ownership and/or value of assets which may affect Your credit status. In addition to any remedy available at law, failure to report any such changes may result in credit being withdrawn as set-out in clause 5.4.

5.4 Reviews, Withdrawal of Trade Credit Facilities: We reserve the right to withdraw the Trade Credit Facility without notice to You if You fail to comply with clause 3 and / or Our periodic reviews of the Trade Credit Facilities provided (which includes but is not limited to) financial statements, CRA reports, trade credit insurance, market intelligence and utilisation indicates the Trade Credit Facility is no longer appropriate.

5.5 Payment Methods: We (unless otherwise agreed in a writing signed by Our Authorised Representative) only accept payment by bank transfer and/or card All other payment methods are expressly excluded, including cash delivered to Our premises and / or attempted payments into Our bank account/s via a bank branch.

5.6 Exceeding the Trade Credit Facility: If You exceed the credit facility, and We are unable to increase the facility, then You shall be notified that orders will be suspended until either (i) updated financial statements are provided to prompt an account review or (ii) payment is received to bring the account below the credit facility to allow further orders to be despatched and invoiced.

5.7 Payment Terms: Subject to any special terms agreed in Writing between the Parties:

5.7.1 We shall be entitled to invoice You for the price of the Goods and/or Services on or before performance of the Services, on or at any time after accepted orders are ready for despatch or, if the Goods are to be collected by You from our premises, at the time when We notify You that the Goods are ready for collection or (as the case may be) We have tendered delivery of the Goods.

5.7.2 Where Trade Credit Facilities have been provided by Us, You shall pay the price of the Goods and/or Services within thirty (30) days of the date of Our invoice, notwithstanding that performance of the Services and/or delivery of the Goods may not have taken place and the property in the Goods has not passed to You. The time of payment of the price shall be of the essence of the Contract.

5.7.3 In the case of Special Order Products and Custom Build Products, You may be required to pay (at Our sole discretion) either the full price of the Goods or an agreed deposit when We accept Your order.

5.7.4 If You fail to make payment on or by the due date then, without prejudice to any other right or remedy available to Us, We shall be entitled to:

5.7.4.1 suspend any further deliveries or services to You and place Your account on hold;

5.7.4.2 demand payment of all outstanding balances whether or not due and/or cancel any outstanding orders from You;

5.7.4.3 appropriate any payment made by You to such of the Goods and/or Goods (or the Goods supplied and/or Services performed under any other contract between the Parties) as We may think fit (notwithstanding any purported appropriation by You);

5.8 charge You interest (both before and after any judgment) on the amount unpaid, at the rate of four percent (4%) per annum above the HSBC base rate from time to time, until payment in full is made; and

5.9 issue a Money Claim Online, County Court Judgement, refer the unpaid amount to a third party collection agent or other remedy by law.

5.10 Administration Fee on Card Payments: We reserve the right to charge an administration fee on business credit or charge card transactions. You shall be informed of this charge at point of payment.

5.11 Invoice Errors: You must notify Us in Writing within fourteen (14) days of the date of invoice of any errors within the invoice. Failure will result in Us assuming Your acceptance of the invoice in full.

5.12 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

5.13 We may at any time, without notice to You, set-off any liability of You to Us against any Liability of Us to You, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, We may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Us of Our rights under this clause 5 shall not limit or affect any other rights or remedies available to Us under the Contract or otherwise.

5.14 Delivery by Instalments: If Goods or Services are delivered or performed (as appropriate) in instalments, We shall be entitled to invoice each instalment upon despatch thereof.

5.15 Payment Currency: Payment shall be in pounds sterling unless otherwise agreed in writing and signed by Our Authorised Representative.

5.16 Changes to VAT Registration: You warrant that You will notify Us if Your VAT registration is amended in any way.

5.17 Electronic Invoicing: We reserve the right to issue and send to You all invoices, credit notes or any other company documentation in electronic format and You accept to receive such documentation

5.18 We shall provide a detailed listing of invoices paid with values at time of payment (“Remittance Advice”).

5.19 Credit Notes and Credit Balances: If You do not utilise a credit note or credit balance on Your account for a period of 12 months after issue or occurrence, then You shall forfeit the right to such credit note or credit balance.

6. TITLE RETENTION

6.1 Subject to clauses 6.2 and 6.6, title of Goods delivered within the UK shall not pass to a UK established Buyer until such Buyer has discharged all outstanding indebtedness to Us whatsoever.

6.2 Title to software provided by Us to You in connection with the Contract shall always remain with Us or Our licensor at all times (including after payment), and such software shall be licensed to You and/or the End User (as the case may be) under separate licensing terms provided by Us to You in Writing, including without limitation any end user license agreement terms required by the manufacturer of the relevant Goods to be entered into by the End User.

6.3 Subject to clause 6, You must store the Goods in such a way that they can be readily identified as being Our property.

6.4 You may sell the Goods in the normal course of Your business and may pass good title to Your End Users, being a bona fide purchase without notice of Our rights on the following conditions:

6.4.1 We shall be entitled, immediately as a result of Our ownership of the Goods, to the beneficial ownership of the proceeds of such sale which You shall accordingly hold as fiduciary for Us;

6.4.2 At any time We may revoke Your power of sale in the circumstances set out in Clause 1;

6.4.3 You shall notify Us without delay of any attachment of the Goods or actions by third parties which might infringe Our title to the Goods.

6.5 Nothing in these Conditions shall:

6.5.1 entitle You to return the Goods (except under the Warranty Procedure set out in Appendix C) or to delay payment thereof;

6.5.2 constitute or be deemed to have constituted You as Our agent; or

6.5.3 render Us liable to any third party for any unauthorised representation or warranty made or given by You to such third party in relation to the Goods.

6.6 Subject to clause 6.2, where Goods are supplied to a location outside of the UK clause 6.1 shall not apply and all of the rights of ownership of the respective Goods (excluding software) will pass to the customer on export of the Goods from the UK. We will not retain any rights of ownership once the Goods have left the UK.

7. LIEN

7.1 We retain a general lien on any of the Goods in the UK-established Buyer’s possession for any unpaid balance the Buyer may owe to the Seller. The Seller shall be entitled to sell such Goods in the event that payment is not made in full within twenty-eight (28) days of notice given to the UK-established Buyer by the Seller of its exercise of the lien. The proceeds of sale may be taken by the Seller and used to off-set monies owed to it by the Buyer.

8. WARRANTIES

8.1 We warrant that We have good title to or licence to supply all Goods to

8.2 Goods proving defective in materials or workmanship under normal operation or service will be repaired or replaced only in accordance with the warranty cover or terms stipulated by the manufacturer of the Goods and in accordance with Appendix C, ONLY PROVIDED THAT no unauthorised modifications to the Good or to the system of which the Goods forms part have taken place. Unless We agree otherwise or unless otherwise provided in Appendix C, We are not responsible for the cost of labour, transportation or other expenses incurred in the repairing or replacing of defective or nonconforming parts and in no circumstances shall We be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof, (i) for any loss of profit, business, contracts, revenue, or anticipated savings, or (ii) for any special indirect or consequential damage of any nature

8.3 All software supplied in connection with this Contract is supplied “as is”. Our sole obligation in connection with such software is to use all reasonable endeavours to obtain and supply a corrected version from the manufacturer concerned in the event that such original software should fail to conform to product description PROVIDED ALWAYS THAT the You notify Us of any such non-conformity within thirty (30) days of the date of delivery of the applicable software product.

8.4 Warranty Claims: All requests in respect of Warranty claims are handled in accordance with Appendix

8.5 Our liability under this clause 8 shall be Our entire liability to You whether contractual, tortious or otherwise for defects in the Goods or for any loss or damage to or caused by the Goods. Subject to any warranties expressly set out within these Conditions, all conditions, warranties, stipulations or other statements whatsoever concerning the Goods, whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded to the fullest extent permitted by law; in particular (but without limitation of the foregoing) We grant no warranties regarding the design, satisfactory quality, fitness for purpose, performance, use, nature or merchantable quality of the Goods, whether express or implied, by statute, at common law, or arising from any previous course of dealing, usage or trade practice or otherwise howsoever.

8.6 These Conditions are not intended to apply to any sale of Goods by Us to any Notwithstanding the foregoing, if any sale by Us is deemed to fall under the Consumer Rights Act 2015 Your statutory rights are not affected by these Conditions.

9. LIMITATION OF LIABILITY

9.1 Subject to clauses 8.2 and 9.3 of these Conditions and section 8 of the Commissioning Terms and Conditions, the following provisions set out Our entire financial liability (including any liability for the acts or omissions of Our employees, agents and sub-contractors) to You in respect of:

9.1.1 any breach of these Conditions or Commissioning Terms and Conditions;

9.1.2 any use made or resale by You of any of the Goods, or of any product incorporating any of the Goods;

9.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract;

9.1.4 any breach of statutory duty; and

9.1.5 any other claim arising under the Contract and/or these

9.2 You agree that You will have no remedy in respect of any untrue statement or representation made to You upon which You relied in entering into the Contract and that Your only remedies can be for breach of contract (unless the statement was made fraudulently).

9.3 Nothing in the Contract excludes or limits any liability which cannot legally be limited, including Our liability for:

9.3.1 death or personal injury caused by Our negligence; or

9.3.2 defective products under the Consumer Protection Act 1987; or

9.3.3 fraud or fraudulent

9.4 Subject to clauses 8.2 and 9.3 of these Conditions and section 8 of the Commissioning Terms and Conditions, Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and (b) We shall not be liable to You for: (i) loss of income; (ii) loss of profit; (iii)loss of revenue; (iv)loss of anticipated earnings; (v)loss of anticipated savings;(vi) loss of business; (vii) or loss of or damage to goodwill; (viii) loss of bargain; (ix) liability that you have to third parties; (x) loss of use or corruption of software, data or information; or (xi) any indirect, consequential or special losses (whether of the type mentioned in this sub-clause or otherwise).

10. DELIVERIES, TRANSIT LOSS & DAMAGE

10.1 Deliveries: All deliveries are subject to Appendix

10.2 Transit Loss & Damage: All claims are subject to Appendix

11. RETURNS

11.1 Depending on the type of return requested, they will be handled as follows:

• APPENDIX A – Overshipments
• APPENDIX B – Transit Loss or Damage
• APPENDIX C – Returns
• APPENDIX D – Project Pricing Terms
• APPENDIX E – Commissioning Terms and Conditions

12. EXPORTS, INCOTERMS

12.1 Unless otherwise agreed in Writing between the Parties, the Goods shall be Delivered at Place (DAP) as defined in the Incoterms.

12.2 Unless otherwise agreed in Writing between the Parties, You or the End User shall be solely responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and to clear the Goods for import, pay any import duties, local taxes and carry out any import customs formalities if required for delivery in accordance with clause 12.1.

12.3 We shall be under no obligation to deliver Goods to or perform Services in any country falling under the control laws and regulations that are imposed and administered/enforced by the UK Government, U.S. Government (through the Department of Treasury, Department of Commerce or Department of State), the European Union and the United Nations Security Council under their respective financial and economic sanctions, trade and arms embargoes and any other trade prohibition/restrictions list (collectively “Sanctions”).

12.4 You agree not to export any Goods or allow any Goods to be exported to any such country, entity or individual that is subject to the Sanctions.

12.5 You must inform Us, at time of order, if You have plans to export/re-export the Goods and we may require an end-user statement from the end customer regarding the end-user of the Goods and where they will be

12.6 The Buyer nor any of its affiliates (including owners, directors, subsidiaries (or directors of subsidiaries), related parties and employees are subject to Sanctions. The Buyer will inform Us immediately if this position should change.

12.7 The Buyer has adequate controls and processes in place to ensure that their sale is in compliance with the applicable laws relating to Sanctions and will be responsible for the screening of parties involved in the rest of the supply chain.

12.8 We shall be under no obligation to deliver Goods to any country to which the manufacturer or supplier of the relevant Goods prohibits us from supplying such Goods.

12.9 You agree not to sell or deliver any Goods to End Users or other purchasers based outside of the UK without our prior written consent (and always subject to clause 3), and to comply with any resale restrictions imposed by the manufacturer of the relevant Goods as notified to you by such manufacturer or by us in Writing.

13. SPECIFICATION OF GOODS

13.1 All samples, drawings, descriptive matter, specifications and advertising we issue and any descriptions or illustrations contained in the Seller’s literature or on the Website, and any manufacturer specification or other information regarding the Goods which we receive from the manufacturer of the Goods and pass on to You (together the “Goods and Services Descriptions”), are issued or published for the sole purpose of giving You an approximate idea of Our Goods and The Goods Descriptions shall not form part of the Contract nor have any contractual force. Although We make every effort to ensure that information provided by Us about Our Goods and Services is correct, it may be incomplete, out of date or inaccurate. In particular, some details, such as colour and dimensions, may not be a true representation and subject to change without notice.

13.2 We will not be liable in respect of any loss or damage caused by or resulting from any variation for whatsoever reason in the manufacturer’s specifications or technical data of the Goods.

13.3 We will not be responsible for any loss or damage resulting from any reliance by You on the Goods and Services Descriptions or any variation as described in clauses 13.1 and 13.5.

13.4 We will use reasonable endeavours to advise You of any such impending variation as soon as We receive any notice thereof from the manufacturer.

13.5 Any specifications of Custom Build Products shall be agreed separately between You and Us in writing, and shall always be subject to clause 9 (Limitation of Liability).

13.6 In exceptional circumstances, we reserve the right to increase Our quoted or listed prices, or to charge accordingly in respect of any orders accepted for Goods of non-standard specifications and in no circumstances will We consider cancellation of such orders or the return of such orders.

14.  THIRD PARTY PROVIDERS

14.1 Third Party providers (including couriers and warehousing providers) provide services on Our behalf however You acknowledge that the Third Party provider is a third party, which We do not control.

14.2 We make no representation, guarantee or warranty about any Third Party

15. INSOLVENCY OF A THIRD PARTY PROVIDER

15.1 If a Third Party provider enters into any type of insolvency, administration, receivership, liquidation, creditor arrangement or becomes the subject of winding up proceedings, We may terminate or temporarily suspend the provision of any affected Services.

15.2 If We suspend the provision of the Services under clause 15.1, We shall use reasonable endeavours to engage a new Third Party service provider on materially similar terms in a reasonable period.

16. CONFIDENTIALITY

16.1 You undertake that You shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or supplier of Ours or any member of the group of companies to which We belong, except that You may disclose Our confidential information (i) to Your employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising Your rights or carrying out Your obligations under or in connection with the Contract. You shall ensure that Your employees, officers, representatives, contractors, subcontractors or advisers to whom You disclose Our confidential information comply with this Clause 1; and (ii) as may be required by law, a court of competent jurisdiction or any governmental regulatory authority. You shall not use Our confidential information for any purpose other than to exercise Your rights and perform Your obligations under or in connection with the Contract.

16.2 Subject to any separate confidentiality agreement between You and Us in connection with the Contract, We shall use all reasonable endeavours to keep confidential all information relating to Your business to the extent that We safeguard information relating to Our own business for so long as and to the extent that such information is and remains unpublished and is not known to Us at the time of disclosure by You or is not thereafter lawfully obtained by Us from a third party, save that we may disclose Your confidential information (i) to Our employees, officers, representatives, contractors, subcontractors or advisors who need to know such information for the purposes of exercising Our rights or carrying out Our obligations under or in connection with this Contract, and (ii) as required by law, a court of competent jurisdiction or any governmental or regulatory authority.

17. INTELLECTUAL PROPERTY

17.1 The intellectual property rights (including copyright) subsisting or which subsequently subsists in all Goods, Services, documents, drawings, specifications, designs, programmes or any other material prepared by Us whether readable by humans or by machines, and all Our know how, shall belong to Us absolutely and they shall not be reproduced or disclosed or used in their original or translated form by You without Our written consent for any purpose other than that for which they were provided.

17.2 We accept no responsibility for the accuracy of drawings, patterns or specifications supplied by You and to the extent that the Goods are to be manufactured in accordance with a drawing, pattern or specification supplied by You, You shall indemnify Us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Us in connection with any claim made against Us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Our use of Your drawing, pattern or specification or our compliance with Your instructions express or implied. This clause 17.2 shall survive termination of the

18. DATA PROTECTION

18.1 The Parties agree that they are committed to respecting the privacy rights of The Parties shall ensure that they, their employees, agents and subcontractors shall observe the requirements of the Data Protection Act 2018 (as amended from time to time) in the performance of the Contract and in relation to any personal data processed under the Contract and shall comply with any request made or direction given to the other Party which is directly due to the requirements of such Act.

19. CALL RECORDING

19.1 Your calls to Us may be recorded for training, quality improvement and security purposes in accordance with the Investigatory Powers (Interception by Businesses etc for Monitoring and Record-keeping Purposes) Regulations 2018.

20. COMPLIANCE WITH LAWS

20.1 You shall comply with all laws and regulations relating to Your activities under the Contract, as they may change from time to time, and with any conditions binding on you in any applicable licences, registrations, permits and approvals.

21. FORCE MAJEURE

21.1 We shall not be under any liability for any failure to perform any of Our obligations under the Contract due to Force Following notification by Us to You of such cause, We shall be allowed a reasonable extension of time for the performance of Our obligations. Force Majeure includes (but is not limited to) the following non-exhaustive list of events such as act of God, explosion, flood, tempest, fire or accident; war or threat of war, terrorist atrocities, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery; non-performance by suppliers or Third Party service providers undergoing an insolvency event; epidemic or pandemic; economic recession.

22. TERMINATION

22.1 Without limiting Our other rights or remedies, We may terminate the Contract with immediate effect by giving written notice to You if:

22.1.1 You commit a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of Us notifying You in Writing to do so;

22.1.2 You fail to make any payment due to Us by You under the Contract within 30 days of such payment becoming due;

22.1.3. You breach any of clauses 16, 20, 21 or 23;

22.1.4  You take any step or action in connection with Your entering administration, provisional liquidation or any composition or arrangement with Your creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of Your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

22.1.5  You suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of Your business; or

22.1.6  Your financial position deteriorates so far as to reasonably justify the opinion that Your ability to give effect to the terms of the Contract is in jeopardy.

22.2 Without limiting Our other rights or remedies, We may suspend provision of the Goods or Services under the Contract or any other contract between Us and You without any liability to You if You become subject to any of the events listed in clause 22.1.4 to clause 22.1.6, or We reasonably believe that You are about to become subject to any of them, or if You fail to pay any amount due under the Contract on the due date for payment. In any such case, if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary and if any of the Goods have not been delivered Us, We may sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to You for the excess over the price under the Contract or charge You for any shortfall below the price under the Contract. We shall notify Our trade credit insurers if You become subject to any of the events listed in clause 22.1.4 to clause 22.1.6.

22.3 On termination of the Contract for any reason You shall immediately pay to Us all of Our outstanding unpaid invoices and interest and, in respect of Goods and Services supplied but for which no invoice has been submitted, We shall submit an invoice, which shall be payable by You immediately on receipt.

22.4 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

22.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

22.6 Upon determination of Your power of sale under clause 6, We shall be entitled by Ourselves or Our agents to enter any of Your premises for the purpose of removing and repossessing such Goods or their proceeds of sale in the event of the Your insolvency.

23. GENERAL

23.1 We reserve the right to subcontract the fulfilment of the Contract (including any installation) or any part

23.2 You shall not assign any rights under the Contract without the prior consent in Writing of one of Our

23.3 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing and shall be:

23.3.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or principal place of business or such other address as may at the relevant time have been notified to the party giving the notice: or

23.3.2 Sent by email to the address as may at the relevant time have been notified to the party giving the

23.4 Any notice shall be deemed to have been received:

23.4.1 if delivered by hand, at the time the notice is left at the proper address;

23.4.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

23.4.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 23.4.3, business hours means 9.00am to 00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

23.5 No waiver by Us of any breach of the Contract by You shall be considered as a waiver of any subsequent breach of the same or any other provision.

23.6 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.

23.7 Subject to variations under clause 2.4, no variation of the Contract shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

23.8 The Contract constitutes the entire agreement between the Parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

23.9 The Contract does not give rise under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

23.10 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

23.11 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including noncontractual disputes or claims).

APPENDIX A – STANDARD CONDITIONS OF CARRIAGE

d) Evidence of Delivery: We are entitled to assume that any person who both reasonably appears and claims to have authority to accept delivery on behalf of You or the End User does in fact have the authority to do so. Effective delivery of the consignment (including the quantity of such consignments) can be evidenced by:
i. A photograph or scan record of the consignment at a delivery location; and/or
ii. A signature confirming delivery from the consignee or a person authorised on the consignee’s behalf, or a resident at the delivery address, or a neighbour.”4. Passing of Riska) Where deliveries are made in instalments, risk passes upon completion of delivery of each instalment.

b) Risk in the Goods passes from Us to You:
i. at the point of collection by You at Our premises; or
ii. when the Goods are delivered to the agreed delivery address.5. Overshipmentsa) You must notify Us of any overshipments no later than two (2) working days from the date of delivery. Failure to do so shall be deemed to be acceptance of the Goods and an invoice shall be raised accordingly by Us to You for the overage in accordance with Section 30 (3) of the Sales of Goods Act 1979.6. Undershipmentsa) You must notify Us if there is a shortage in the quantity of any shipment of Goods (compared to quantities specified in the relevant delivery note or other shipping documents) no later than two [2] working days from the date of delivery.

b) If Our investigations conclude that the Goods have not been received by You due to an error by Us (for example, the Goods were not despatched) we shall:
i. Send those Goods not received (subject to stock availability); or
ii. In the event that such price shall already have been paid by You to Us or if such price has not been paid, relieve You of all obligation to pay the sum by issuance of a credit note in favour of You in the amount of such price within twenty-eight (28) days of Us receiving Your notification of the shortage.

c) You shall not offset or withhold payment (full or in part) of any monies owed to Us as set out in clause
5.7.7 of the Conditions.7. Incorrect Itemsa) You must notify Us of any incorrect Goods supplied no later than two (2) working days from delivery. Incorrect Goods must not be defaced, opened (which includes the manufacturer’s packaging), show signs of use or attempted or actual installation.

APPENDIX B – TRANSIT LOSS AND DAMAGE

APPENDIX C – RETURNS

i) WARRANTY CLAIMS

If Your Goods become defective and develop a fault due to a design or manufacturing fault, the warranty period can usually be found in the product description of a product on Our Website.

Types of Warranty

Manufacturer’s Warranty: This can usually be found in the product’s description on Our price list or on Our Website. Refurbished stock: As per Our Website.

The warranty covers failure of Goods due to design & manufacturing faults and does not cover any defect arising from mishandling, incorrect installation or any improper use of the Goods. Any damage, modifying of the device and serial numbers, cables or opening of sealed units will invalidate any warranty.

Exclusions

All non-returnable Goods, any specialist Goods purchased at a customer’s request, customised Goods, non-stocked Goods are exempt from the advance replacement offer and will have to go through the standard warranty repair service, or reordered and replaced on arrival of Goods.

Returns Process

The returns process is set out on the support section on Our Website.

ii) ADVANCE REPLACEMENTS

What is an advanced replacement?

This is a next day replacement for faulty Goods (subject to T&C’s) to get you moving quickly. Please note this service is not available for non-returnable Goods, any specialist Goods purchased at a customer’s request, customised Goods and non- stocked Goods and will have to go through the standard warranty repair service, or reordered and replaced on arrival of Goods.

Our Advanced Replacements service is available for applicable faulty Goods according to the relevant manufacturer, as set out on the support section on Our Website.

APPENDIX D – PROJECT PRICING TERMS

1. Where Project Pricing is offered for certain orders and such pricing is made available to Us from Our Vendors or Suppliers, You must:

a) comply in full with any terms advised to You by Us and with the respective vendors or suppliers terms (“Project Pricing Terms”); and

b) indemnify Us for any claims made against Us by the vendors or suppliers for Your non-compliance with the terms and conditions; and

c) pay any service fees charged for Our pass-through of Project Pricing and other supplier driven benefits You may receive, including any marketing funding, price protection and individual rebates, and further You agree that passthrough and payment of such benefits will be subject to Us having received the benefits from Our vendors or suppliers.

2.  FAILURE TO COMPLY WITH PROJECT PRICING TERMS

2.1 FAILURE TO COMPLY WITH THE PROJECT PRICING TERMS MAY ENTITLE US AND / OR OUR SUPPLIERS TO RECLAIM AND INVOICE YOU IN FULL FOR ALL DISCOUNTS REBATES AND ANY OTHER SPECIAL PRICE CONDITIONS GRANTED TO AND ANY SUCH INVOICES SHALL BECOME PAYABLE IMMEDIATELY.

APPENDIX E – COMMISSIONING TERMS AND CONDITIONS

These terms and conditions (the “Commissioning Terms and Conditions”) relate to Commissioning and are in addition to Our Standard Terms and Conditions of Sale. By accepting these Commissioning Terms and Conditions, You agree to be bound by them. If You do not agree with these Commissioning Terms and Conditions, You are unable to comply with these Commissioning Terms and Conditions, or You do not have the power, right or authority to act on behalf of or bind Your company, then You must not proceed with your order.

1. 1. DEFINITIONS AND INTERPRETATION

• The following definitions apply to these Commissioning Terms and Conditions:

• The rules of interpretation under the Standard Terms and Conditions of Sale shall apply herein.
• Unless otherwise defined in these Commissioning Terms and Conditions, or the context otherwise requires, terms used in these Commissioning Terms and Conditions shall have the meanings given to them in the Standard Terms and Conditions of Sale. In the event of conflict, unless agreed in writing otherwise, the terms of these Commissioning Terms and Conditions shall have precedence over the Standard Terms and Conditions of Sale in respect of the Commissioning works.

2. COMMISSIONING COST

• Commissioning costs will be agreed prior to the commencement of the commissioning procedure. All agreed commissioning costs are based on information supplied to us from the buyer. In the event of any additional commissioning works or engineer time being required, then these additional costs are to be agreed by all parties before commencing any additional required works. Where these can’t be agreed and the work has not been formally commissioned, the original agreed commissioning costs must still be paid the buyer.

3. HEALTH & SAFETY

• You agree that You shall supply Us with all applicable site health and safety requirements at least ten (10) days in advance of Commissioning beginning.
• The Buyer confirms that it will ensure that all goods are properly installed and used in accordance with the Health and Safety at Work Act 1974 (the “Act”). You shall indemnify Us against claims, damages, losses, costs and expenses arising out of the Act, or otherwise arising out of the supply by the Buyer or use by others of the goods, including those incurred by Us as a result of claims made against Us by third parties arising out of the combination or use of the equipment with any incompatible ancillary products that may be connected to the Goods.

4. COMMISSIONING

• A Site Representative must be present on the agreed day/commencement of Commissioning.
• Before a Commissioning Engineer commences any connection, commissioning or testing, all associated system cabling must be 100% fault free and a complete set of all cable test results for all associated circuits, including any 230Vac supply circuits, must be available for inspection by the Commissioning Engineer.
• When Commissioning fire alarm systems, any unavailable documents shall be recorded on the Commissioning Certificate as a variation from the current version of BS5839 part 1: section 5.
• The Commissioning Engineer will undertake low voltage continuity and earth line resistance tests on alarm/detection circuits as part of the commissioning procedure. Any failures will be notified to the Site Representative who will be required to instigate the clearance of these faults.
• All conductors/cables must be clearly marked and identifiable before any Commissioning begins.
• Other than by reason of Our failure, You shall be liable to Us for any additional costs We incur if any delays in undertaking Commissioning Works arise (whether caused by You or otherwise).
• Any additional time required to complete Commissioning requires pre-agreement by the Parties, prior to any work commencing.
• The commissioning charge includes final connections only to any control and indication equipment i.e. fire alarm control panels, repeater panels etc. Should any cables require terminating by the Commissioning Engineer then these must, where applicable, be glanded and stripped, ready for termination. Should any additional connections be required by the Commissioning Engineer, additional costs may be incurred.
• Commissioning charge includes testing of all connected system interface/relay output devices only. Confirmation of correct operation of all connected 3rd party equipment ie. Plant shutdown, smoke ventilation, passenger lifts, door access etc. shall be the responsibility of the Site Representative.
• If the order is for supply and commission only, any detector heads, manual call points, sounders or interface units should not be fitted by You until after the completion and documentation of all cable testing results.
• System programming information must be provided at least ten (10) working days prior to the agreed Commissioning Date, system commissioning may be delayed or not completed in the required time, for which We will not be liable, if such information has not been supplied. The delay in providing this information may also require a Commissioning Engineer to carry out additional works, which may be charged to You.
• Prior to any works commencing, You must provide the Commissioning Engineer with all as-installed drawings, showing full location of all circuits, devices and device address details, if the Buyer has taken responsibility to address devices. Should it be agreed that the Commissioning Engineer will be addressing all devices, they will ensure that all correct address details are provided for inclusion on the as-installed drawings.
• Any equipment supplied by Us which is to be commissioned will be proved and tested in the presence of the Site Representative or in their absence then the Buyer will be deemed to accept the commissioning, as if the Site Representative was present.
• The Buyer is required to give at least ten (10) working days’ notice for the attendance of the Commissioning Engineer.
• A Site Representative/Buyer must be present to receive the system handover on the agreed Commissioning Date. Should additional site attendance be necessary to carry out further system handovers, this will be chargeable.
• At the Commissioning stage, We are often unable to test where full operational noise levels are present but We can conduct a further test at a later date, when premises are fully operational. This further test would be chargeable.
• On completion of Commissioning, should a system comprise over 50 automatic devices, We recommended the system is placed into a Soak Test for one week prior to the system being made fully operational, which allows the system to be monitored for any potential sources of false alarms and any system/equipment failures.
• Standard commissioning charges are for ‘one out, all out’ cause & effect philosophy. If more complex cause & effect programming is required then this will be charged accordingly, as will multi-panel or networked installations.
• All automatic detectors are supplied with dust caps fitted, these are designed to keep dust and other pollutants out of the detectors during building/dirty works. They should be left in place on detectors until commissioning, and will be removed by the Commissioning Engineer. Removal of detector dust caps before all building/dirty works are complete may cause contamination of devices, these devices will need replacement at commissioning stage, as they may cause false activations of the system. All replacement equipment will be chargeable.
• Detector dust caps will not be re-fitted to devices after commissioning is completed, unless an additional instruction is given to return to site to re-commission the system, when all building works are complete.

5. COMMISSIONING DATE/DURATION

• All Commissioning works are carried out during normal working hours (Weekdays 8.00am – 17.00pm, except Bank Holidays) (“Normal Working Hours”), unless otherwise agreed. In the event any Commissioning works or other works are carried out outside Normal Working Hours additional charges may apply.
• Your acceptance of proposed Commissioning Dates, shall constitute a waiver of any claim by the Customer in respect of delay.

6. DESIGN

Fire Alarm System Design

• Unless stated otherwise, the proposed fire alarm system design provided is based upon a supplied design by others, therefore responsibility for providing a design certificate to BS5839 Part 1 is by the originator (i.e. not Us) Where the system has been designed by Us to the recommendations of BS5839 Part 1, a uniquely numbered design certificate will be prepared, referencing:
  • site details;
  • system design category; and
  • any supplied documentation i.e.. specification, layout drawings etc.

• These will be kept on file and issued to all relevant parties upon receipt of an official purchase order If a design is required for a category L2 system, all areas considered a high fire risk must be confirmed by either a fire risk assessment or fire strategy document and have been prepared by either building control, project consultants, building user or the local fire authority etc. to ensure full compliance to the recommendations BS5839 Part 1.

• • BS5839 Part 1 Category L5 system design. Where a category L5 system design is required, all information regarding which areas are to be covered must be supplied. As category L5 systems are based on specific ‘Fire Safety Objectives’, these ‘objectives’ must be referenced in a risk assessment or fire strategy document which has been developed and agreed by all interested parties such as building control, project consultants, building user or the local fire authority etc. Category L5 system designs will not be offered unless all specific data for the areas to be covered is supplied. Should a category L5 system design certificate be issued, by necessity, the certificate will state that the design is based on information provided to Us by others
  • Where We are using existing positions for device selection, zoning etc. and only replacing existing equipment on a like-for-like basis, design certification is not offered.
  • All design proposals prepared and offered by Us relating to the positioning of detection/alarm devices are based on supplied project drawings/information. We will not accept responsibility, should additional devices/equipment be required for the compliance to the recommendations of BS5839 Part 1, in the absence of detailed sectional/structural drawings and which are not identified within the information provided.
  • Where We have designed the system, the quantity and location of audible sounder devices is based on the experience of audibility levels obtained in general working environments with the intention of meeting the audibility requirements of the recommendations of BS5839 Part 1. Design proposals are given in good faith, but due to the complexity of audibility level variation caused by wall partitions, carpeting, furniture, doors etc. it cannot be guaranteed at project completion, that all areas will have an adequate audibility level. At commissioning stage, should it be necessary for additional audible devices, a quotation will be supplied for any additional devices required.
  • Wireless Radio Systems. Should a wireless radio system design/quotation be required, manufacturers require a full and documented site wide radio survey be completed. Should a wireless radio system design/quotation be required and it is requested to be based solely on supplied drawings/information, it will be clearly documented that NO site radio survey has been carried out and is a provisional design proposal only.
  • Unless a site survey has been carried out with all facilities being in place, such as HVAC, ducting, light fittings etc. We will base the proposal on drawings provided. Proposals relating to the positioning of all associated equipment, will be based on the drawings provided or assumed locations, if drawings are not provided. In the absence of detailed section/structural drawings, DVS cannot accept responsibility for compliance should additional equipment be required to meet the standards, and such variations will be charged as an additional item.

1. 7. Guarantees

• Notwithstanding any contrary terms under the Standard Terms and Conditions of Sale:
• If within the applicable manufacturer’s guarantee period any Goods provided pursuant to these Commissioning Terms and Conditions prove defective by reason of faulty design, workmanship, materials or non-conformity with their specification We may adjust, repair or replace them as We see fit free of charge provided that:

(a) You give written notice of such defect (with accompanying reasonable relevant information) to Us as soon as reasonably practicable within the applicable guarantee period;

(b) the Goods have been used solely for their proper purpose and in accordance with the operating instructions;

(c) the defect has not been caused by fire, accident, misuse, neglect, incorrect installation by You or Your contractors, repair or maintenance or the use of sub-standard consumables and has not arisen from fair wear and tear;

(d) the defect has not arisen from any design, specification, component or material supplied by or on behalf of You;

(e) no part of the Goods have been replaced with a part not supplied or approved by the Company;

(f) payment in full of all sums due in respect of the Goods has been made;

(g) You shall be liable for any costs incurred by Us in responding to claims caused by Your error or incorrect application or other default of the You or a third party;

(h) You shall accord Us sufficient access to the Goods to enable Our staff or contractors to inspect and adjust, repair, remove or replace the Goods;

(i) the costs of all consumables shall be borne by You; and

(j) this obligation shall be personal to You and only enforceable by You and shall not be assigned to or enforceable by any other person.

• In-Situ Repairs where the Company has provided a Commissioning Service and supplied Goods, We may repair the Goods in situ. For clarity, if in-situ repairs are not possible, Goods shall – at Our discretion – be required to be returned to either Our premises or to the original manufacturer. Goods must be packaged and returned in accordance with the returns processes on Our Website.