Terms & Conditions
STANDARD TERMS AND CONDITIONS OF SALE
In these Terms and Conditions:
1.1 “DelaneySecure” is a registered trademark of Delaney Secure Limited whose registered office is situated at 11A Penn Road, Hazlemere, High Wycombe, HP15 7LN, United Kingdom.
1.2 “Buyer” shall mean the organisation, firm or company from whom orders are received. We only offer a B2B service, so you agree that you are acting in the course of business during any transaction.
1.3 “Products” shall mean the range of items sold under contract of sale supplied by Delaney Consulting, or its subsidiaries, to which these conditions apply.
1.4 “Order” shall mean an order placed with DelaneySecure at its premises, by fax, by phone or by email.
2.1 Quotes issued by DelaneySecure shall not constitute a binding contract until acceptance by DelaneySecure and the buyer. There shall be no binding contract until acceptance between DelaneySecure and the buyer until such time as confirmed by DelaneySecure. These terms shall supersede any conflicting terms in any referenced agreement or document, including PO terms, which is not explicitly agreed in writing.
3.0 Orders, Acceptances and Cancellation
3.1 An order shall be accepted only upon and subject to the DelaneySecure current terms and conditions of sale. The buyer understands and agrees that future orders are subject to DelaneySecuret Terms and Conditions. No other written or oral terms, shall be incorporated into the contract, unless confirmed in writing by a director of BiometricDirect. These terms shall supersede any conflicting terms in any referenced agreement or document, including PO terms.
3.2 No cancellation or amendment of any order will be accepted unless received by the buyer in writing at least 3 days before the delivery date notified by DelaneySecure to the buyer.
3.3 No cancellation or amendment of an order where goods have been manufactured, ordered or purchased by DelaneySecure to meet the buyers requirements or where a special price has been negotiated with the buyer.
3.4 This does not affect any statutory rights the buyer may have.
3.5 All prices quoted to the buyer are on the basis of full quantities specified by the buyer. DelaneySecure reserves the right to revise prices in the event of alteration of the quantity of goods being ordered.
3.6 Order acknowledgment does not constitute acceptance of the terms of customer's purchase order except for the acknowledgement of the requested quantity and estimated delivery date. All terms of any purchase order or similar document provided by customer, including but not limited to any pre-printed terms thereon are expressly rejected by DelaneySecure and such terms shall be null and void and of no legal force or effect.
4.0 Price of Products
4.1 An order is accepted only on the condition that the prices of the products shall be in force at the date of dispatch of the products. All prices and other sums payable by virtue of these Terms and Conditions are subject to the addition of Value Added Tax or such other Tax required to be paid by Law at the rate for the time being in force. Prices are also exclusive of carriage fare.
4.2 Where an estimate or quotation is given and is based on information received by the buyer and that information is subsequently changed or proves to be incorrect, DelaneySecure reserves the right to increase the price or cancel the order.
5.0 Product Specification
5.1 The buyer within seven days, from and including the date of delivery of the products, carry out, at its own expense, tests to ensure that the product satisfies the buyer reference specifications as set out in the delivery note, and shall notify DelaneySecure in writing within such 7 day period of any failure of the products to meet the referenced product specification. If no such notice is received by DelaneySecure within such 7 days, the buyer shall be deemed to have accepted the products as satisfying the product specification. DelaneySecure reserve the right to alter such specifications without prior notice and without liability on the part of DelaneySecure and no warranties are given by DelaneySecure in respect of such alterations. The buyer (and their customer) may be entitled to a first inspection period of 21 days when purchasing products for the first time if agreed in advance in writing, please ask for details.
5.3 Software product includes software delivered, the buyer agree to abide by the software license restrictions.
6.1 The buyer at the time of placing an order with DelaneySecure, specify in writing, the dates, addresses and any general instructions for the delivery of the products.
6.2 DelaneySecure shall use its best endeavors to supply and deliver products in accordance with any such dates, addresses and any general instructions specified by the buyer. However, it shall not be liable as a result of delay in or failure to deliver for any consequences of such delay or failure shall entitle the buyer to rescind the contact or claim damages.
6.3 The buyer shall pay reasonable delivery charges to DelaneySecure. Such charges shall be available on request.
6.4 If no delivery of the products takes place DelaneySecure may sell the products at the best price readily obtainable and the buyer will be liable for the costs of the sale. If the products are sold for less than the price payable by the buyer, the buyer shall remain liable to pay BiometricDirect the difference in price.
6.5 This does not affect any right or remedies DelaneySecure may have.
6.6. The Buyer shall not resell or otherwise ship the product purchased hereunder, directly or indirectly, to any country which is designated as restricted territory for the export of such material by the competent authorities or by official regulations, or to any country on which any trade embargo is imposed.
7.0 Risk and Title
7.1 Risk in the products shall pass from DelaneySecure to the buyer on delivery of the products to the buyer or the specified delivery address advised by the buyer and until such time as title in the products has passed to the buyer, the buyer shall insure such products to its replacement value (naming DelaneySecure as the loss payee) and the buyer shall forthwith upon request provide DelaneySecure with a certificate or other evidence of such insurance.
7.2 Title to all product supplied to buyer shall remain with DelaneySecure and shall not pass the buyer until payment in full for the same has been received by DelaneySecure. Until payment in full for the same has been received by DelaneySecure. Until such time as title to the products has been passed to the buyer BiometricDirect shall have absolute authority to retake, sell or otherwise deal with or dispose of all any or part of the products in which title remains vested in DelaneySecure for this purpose DelaneySecure or any of the products in which title remains vested in DelaneySecure from this purpose DelaneySecure or any of its agents or authorised representatives shall be entitles at any time and without notice to enter upon any premises in which the products or any part thereof are stored or kept or is reasonably believed so to be and DelaneySecure shall be entitled to seek a court injunction to prevent the buyer from selling transferring or otherwise disposing of the products.
7.3 The buyer shall not interfere with any of DelaneySecure distinguishing marks or labels attached to the products before the products have been paid for in full
7.4 In-accordance of DelaneySecure agreeing to supply products to the buyer and entering into this agreement with the buyer, the buyer hereby agrees absolutely to assign to DelaneySecure the buyer’s rights to recover from the purchaser the price of the products supplied (by way of purported sale or otherwise) by the buyer to the purchaser in respect of which products the buyer has not been paid DelaneySecure in full at the time of the said supply to the purchaser.
8.1 DelaneySecure shall render an invoice on shipment or availability to collect the products to the buyer. Payment for the products, delivery charges and any taxes shall be due and payable by the buyer to BiometricDirect on despatch (or fourteen  or thirty  if agreed in writing by Company Directors) from the date of the invoice, and without the right of deduction or set off.
8.2 Unless terms of credit have been agreed, all products supplied by DelaneySecure, must be prepaid by the buyer or paid on receipt.
8.3 In the event that the buyer shall delay in making payment on the due date, then the buyer shall be liable to pay DelaneySecure interest on the unpaid sums. Such interest will be calculated at the annual rate of Barclays Bank base rate plus 12%, charged per month or part of a month during which they are late any unpaid sums. In the event that the buyer is in arrears in the payment of any sums due or shall exceeded any agreed written credit limit, DelaneySecure shall be entitled (without prejudice to any other rights or remedies it may have), to:
a) Withdraw any credit facilities and shall not be obliged to supply any further products whether orders have been accepted by DelaneySecure or otherwise; and
b) Enter upon the buyer’s property in order to repossess the property belonging to DelaneySecure and for that purpose the buyer hereby grants to DelaneySecure or its agents and employees an irrevocable license to enter any premises where the products are stored in order to repossess the same.
8.4 DelaneySecure rights under the agreement will not be affected by any forbearance or concession made by DelaneySecure.
8.5 Any notice required under this agreement will be properly served in writing and sent by facsimile or prepaid letter post or delivered by hand to the addressee on the application or the last known address of the addressee. Notice will be effective at the time of sending of the facsimile 48 hours after
posting if sent by prepaid letter and at the time of delivery if delivered by hand.
8.6 In the event of a cheque issued by the buyer being unpaid, the buyer will be liable to pay DelaneySecure for the bank charges incurred by DelaneySecure, interest at 8% above Barclays Bank base rate and a £30.00 administration fee.
8.7 DelaneySecure shall be entitled to treat this contract at an end and to suspend all further deliveries under it and payment for all products not paid for shall become due immediately.
8.8 The buyer shall immediately notify DelaneySecure in writing in the event of the following:
a) Change or alteration in your trading name
b) Change of banker
c) Any change of Directors, principals and Partners.
d) Change of your address or that of any directors, principals or Partners.
8.9 DelaneySecure shall be liable at any time to vary or suspend any terms of credit or credit limit given to the buyer.
8.10 If the buyer has service account, repair account, printer or hardware account, any or all can be placed on hold until payment of the overdue account(s) have been received in full.
8.11 Where services or products are sold on a ‘regular payment’ basis, then a Bank Standing Order must be in operation in favour of Delaney Secure Ltd for the entire period, otherwise the full outstanding balance become due immediately. In addition, cancelled standing orders shall be charged at £30 fee per incident.
9.1 DelaneySecure warrants that it shall forward goods as provided by the manufacturer with due care. The period of such warranty shall be determined by the manufacturer and may differ. The express warranty terms may be received in writing from DelaneySecure upon request. The warranty period shall commence on the date of dispatch of the products to the buyer or the invoice date, whichever is earlier. Any alleged defects in the products must be notified in writing within 7 days of receipt of the products.
9.2 In the event of any established breach of warranty, DelaneySecure shall repair at its absolute discretion any defective products. The buyer shall be liable for the delivery charges incurred in returning the defective products to BiometricDirect, but shall not be liable for the cost of the repair or the replacement of the products to the buyer.
9.3 Repairs undertaken by DelaneySecure under the terms of its warranty are guaranteed for 180 days from the date of despatch to the buyer.
9.4 The warranty shall not cover any defect caused:
a) by fair wear and tear.
b) in whole or part by the negligence of the buyer or a user
c) by improper or unauthorised use of the products including any attempt to carry out repairs or modifications to the product.
d) by causes external to the products.
9.5 The buyer shall have no claim for loss of profits or contract or consequential loss which may be suffered by the buyer or by any third party arising out of such breach of warranty.
9.6 Failure by the customer to settle accounts rendered for goods supplied will render the warranty null and void.
9.7 Returns Procedure
a) The customer shall be responsible for the cost of carriage and insurance in respect of all goods returned by the buyer to DelaneySecure for repair, replacement or credit which goods will be at the risk of the buyer until actual receipt thereof by Delaney. After 30 days, you may be required to return goods under warranty to the manufacturer directly.
b) DelaneySecure will not accept returned goods for repair, replacement or credit unless such a return has been agreed in advance, and the goods are received in stock condition, original packaging and clearly marked with the appropriate ” Return to Manufacturer Authorisation (RMA)” number issued by DelaneySecure.
c) Any notification of return “Dead on Arrival” (‘DOA) goods must be made no later than 7 days from the date of invoice.
d) DelaneySecure reserve the right to determine whether returned goods will be repaired, replaced or credited under absolute discretion of DelaneySecure
e) DelaneySecure reserves the right to levy a surcharge of up to 25% of the value of the goods to the buyer in the event of returned goods being found to be in working order in accordance with the specifications of the order.
f) DelaneySecure reserve the right to replace goods with the product(s) considered by Delaney to be equal specifications to the goods being replaced.
g) WEEE regulations and disposal will be responsibility of the buyer
h) Notwithstanding, DelaneySecure will not be liable to any claim of value greater than the goods.
a) When product is returned under warranty such items should be returned carriage paid to Delaney. No item should be returned to DelaneySecure until a “Return to Manufacturer Authorisation” (RMA) number has been issued by DelaneySecure.
b) DelaneySecure reserves the right to delay the return of any items of Customers property in DelaneySecure possession and shall have a general lien on all such property in respect of any sum(s) which may be owing by the Buyer to DelaneySecure on their account(s).
c) DelaneySecure do not accept any liability for retention or security of data or information stored on Magnetic or other media returned, by the Buyer or third party that is lost or corrupted as a result of DelaneySecure’s repair process.
In the event that written dates, addresses and general instructions for delivery of the products are not notified to DelaneySecure at the time of placing the order, DelaneySecure shall be entitled to store the products and the buyer shall be liable for the reasonable cost of such storage.
11 Intellectual Property
The buyer shall promptly notify DelaneySecure of any claim received by the buyer alleging an infringement of patent or other intellectual property rights of a third party.
12 Force Majeure
DelaneySecure shall not be liable for any failure to supply and or deliver products or any incomplete supply or delivery or for any damage to or defect in the products caused by strikes, lockouts, labor disturbances, Acts of God or any other reason beyond DelaneySecure’s control including the buyer and the third parties.
No agent of DelaneySecure has authority to make oral representations prior to or after placing an order. Nor subject to Clause 2.1 has any agent of DelaneySecure authority to vary or modify the Terms and Conditions herein unless confirmed in writing by a Director of DelaneySecure.