Terms And Conditions

Definitions
i.The term "Seller" shall be construed as meaning Simply Biometrics Ltd which accepts an order for goods or services.
ii.The term "Buyer" shall be construed as meaning the person, firm or company named in the order form or the person, firm or company which issues an order to the Seller for the supply of Products and or Services.
iii.The term "Agreement" shall be construed as meaning this agreement.
iv.The term "Product/s" shall be construed as meaning the products or goods delivered by Simply Biometrics Ltd in accordance with the product confirmation and/or invoice.
Orders/Contract
i.The Seller will accept an order from the Buyer in the form of an official purchase order, sent via post, fax or email, correctly stating the products and services requested in a format that is readily understood by both parties. The terms and conditions of the Agreement will come into effect once the Seller accepts the order.
ii.All quotations are valid for a period not greater than 30 days. The Seller shall endeavour to maintain prices quoted but the Seller maintains the right to increase quoted prices at any time to take account of increased costs including, but not limited to, costs of labour, materials, carriage or other overheads.
iii.Upon receipt of an order, the Seller will provide those Products and/or Services to the Buyer according to a pre-agreed delivery date. Any time or date named by the Seller for the delivery of any Products or Services is given as a forecast in the light of prevailing conditions and is given and intended as an estimate only.
iv.The Buyer represents and warrants that they are (i) duly incorporated, validly existing and in good standing under the laws of the country in which they are incorporated; and (ii) that they have all requisite corporate authority to execute, deliver and perform their obligations under this Agreement.
Price & Payment Terms
i.The Buyer shall pay the Seller for the Products and Services as described in the applicable Invoice.
ii.The Buyer shall pay the Seller within thirty (30) days of receipt of invoices submitted by the Seller unless the amount has been paid in advance. Any invoice remaining unpaid for more than thirty (30) days from receipt shall accrue interest at a daily compound rate of three per cent (3%) above the base rate then prevailing at the Royal Bank of Scotland plc. In the event of any good faith dispute with regard to a portion of an invoice, the undisputed portion shall be paid as provided herein. Upon resolution of the disputed portion, any amounts owed to the Seller shall be paid with interest at the rate set forth above accruing from the date such amounts were originally due.
iii.All prices relating to Products and / or Services exclude tax, shipment, insurance and installation, unless otherwise stated.
iv.Prices do not include the costs of recycling products covered by the European WEEE Directive2002/96/EC, and such costs may be added to the prices quoted.
v.The Seller will at its discretion either refund the cost or replace or repair free of charge any Products proved to the Company's satisfaction to have been lost or damaged in transit up the moment of delivery provided that within five days of receipt of the Products in the case of damage or within fourteen days of receipt of invoice in the case of loss the Customer notifies both the carrier and the Company in writing of the nature of the damage or loss. The Company accepts no liability for delay in transit. Unless the Products are checked on receipt the carriers documentation should be endorsed 'unexamined'.
vi.All accounts are payable on demand. In the absence of demand payment in full for the goods supplied shall be made by the Buyer to the Seller on or before the last day of the month in which the Seller's invoice is dated. In the event of payment being made by cheque such payment shall not be deemed to have been made until such cheque be honoured.
vii.The buyer shall not be entitled to withhold, suspend or set off payment for goods delivered for any reason whatsoever.
viii.There will be a reasonable charge made on the each occasion for any cheque rendered in payment where the cheque has to be represented or is initially refused.
ix.The Seller shall be entitled to charge such reasonable costs as it may incur in recovering any overdue balances from the Buyer and such costs shall be added to the buyer's existing overdue balances.
x.The seller shall be entitled to suspend or cancel any or any further deliveries of goods due under this or any other contract between the Buyer and the Seller: (a) if any payments due from the Buyer to the Seller under this or any other contract between the Buyer and the Seller is overdue: (b) if the Buyer fails to take delivery of any goods ordered under this or any other contract: (c) if the price of the goods delivered or to be delivered to the Seller under this or any other contract, being goods in respect of which payment has not been received by the Seller from the Buyer, exceeds the limit of credit that the Seller may have from time to time by notification in writing or otherwise afforded to the Buyer; (d) if any proceedings have been commenced or threatened against the Buyer in which the Buyer's solvency or credit worthiness is at stake or is in any matter an issue, or if at any time the Seller is advised of circumstances casting doubt upon the Buyer's credit worthiness and satisfactory security for payment is not given by the Buyer upon request made by the seller.
Acceptance and Ownership of Goods
i.Upon receipt of goods supplied by the Seller, the goods must be inspected promptly within fourteen (14) days for faults or defects, if any. After this period, the Product will be deemed accepted. If the Seller agrees to the return of the product at its choosing, it must be sent via recorded delivery in its original condition with packaging and a return note. The return costs may be at the cost of the buyer.
ii.Title to Product will remain with the Seller until complete and full payment in respect of those Products and Services have been received from the Buyer and said funds have cleared. Until such payment is received, the Buyer must insure and store the Product separately - where reasonably possible - and the Buyer may not modify, pledge or sell the Product.
Warranty
i.The Seller provides no additional warranty for the Product, unless explicitly stated in writing. The manufacturer of the Product in question shall provide all such warranties and the Buyer shall be subject to the manufacturer's terms and conditions. The Seller, where reasonably possible, and at its discretion, will coordinate any such claims against warranty on behalf of the Buyer.
Liability
i.The Seller's liability (whether in contract, tort, including (without limitation) negligence or otherwise) to the Buyer concerning performance or non-performance by the Seller, or in any manner related to this Agreement, for any and all claims, shall be limited to the value of goods and services detailed in the related invoice or purchase order.
ii.The Buyer's exclusive remedy for any claim arising out of this Agreement shall be for the Seller, upon receipt of written notice of a breach of this Agreement, to use reasonable efforts to cure the breach at its expense. Any action by either party must be brought within 28 days after the cause of action arose.
iii.In no event shall either party be liable (whether in contract, tort (including negligence) or otherwise) for any loss of production, loss of or corruption to software or data, loss of profits or of contracts, loss of business or of revenues, loss of operation time, loss of goodwill or reputation, whether caused directly or indirectly, or for any indirect, incidental, punitive or consequential loss, damage, cost or expense whatsoever.
Force Majeure
i.Neither party shall be liable for any delays or failures in performance (other than payment obligations hereunder) due to circumstances beyond its reasonable control including, without limitation, acts of God, inclement weather, fire, explosions, floods, strikes, work stoppages, war, slow downs or other industrial disputes, riots or civil disturbances and acts of government.
Termination
i.Either party may terminate this notice in writing if i) the other commits a material or persistent breach of this Agreement and fails to remedy this within 30 days of written notice from the other or ii) becomes insolvent or is unable to pay debts as they fall due.
ii.In the event of termination of the Agreement, all outstanding orders will be fulfilled according to the Agreement terms and conditions and associated payments shall be forthcoming from the Buyer.
Your Obligations as a Customer
i.The Buyer confirms that it will ensure that all goods are properly installed and used in accordance with the Health and Safety at Work Act1974. The Buyer shall indemnify Simply Biometrics Ltd against claims, damages, losses, costs and expenses arising out of that Act, or otherwise arising out of the goods, including those incurred by Simply Biometrics Ltd as a result of claims made against Simply Biometrics Ltd by third parties arising out of the combination or use of the Equipment with any incompatible ancillary products that may be connected to the Equipment and Software.
ii.The buyer shall insure the goods against theft or any damage howsoever caused until their price has been paid or until sale, whichever shall first occur, and the Seller shall be entitled to call for details of the insurance policy.
iii.The Buyer must provide Seller with all reasonable courtesy, information, cooperation, facilities and access to enable the Seller to perform duties, failing which the Seller shall not be obliged to perform any service or assistance.
Data Protection
i.The Buyer's data will be held and/or transferred in strict accordance with the applicable data protection laws.
Jurisdiction
i.This Agreement shall be governed by and construed in accordance with the laws of England and Wales and will be subject to the exclusive jurisdiction of the English Courts.
Publicity and Advertising
i.The Seller on occasion may wish to explicitly reference the association with the Buyer for marketing or advertising purposes. The Seller will formally notify the Buyer in writing of any such intentions as and when they occur with the sole exception of making reference to the association on the Seller's website.
Miscellaneous
i.If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary in the court's opinion to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth.