Defender Note – TERMS AND CONDITIONS
General Standard Conditions of Sale of Defender Note Ltd.
CLAUSE 1 – GENERAL
1.1 All purchases with Defender Note Limited (herein referred to as “Defender Note”) by its customers (herein referred to as “Customer”) will be governed by these General Standard Conditions of Sale unless otherwise agreed in writing.
1.2 In no event shall Customer’s General Terms & Conditions of Sale be included in any contract, and the sending of the order by the Customer is deemed as acceptance of these Terms & Conditions.
CLAUSE 2 – QUOTES
2.1 All quotations to the Customer are valid for 30 days from the quotation date. The delivery time stated in a quotation is only an indication and starts on whichever of the following comes last:
- the date on which all the information, documents and other elements required to process the order are received,
- or the date of acknowledgement of receipt of the order.
2.2 Should the Customer wish to change the specification, then Defender Note reserves the right to re-quote.
CLAUSE 3 – CONFIRMATION OF ORDERS
3.1 On receipt of the Customer order, an acknowledgement of receipt will be sent to the Customer by Defender Note. The Customer purchase order, the acknowledgement of receipt and the General Conditions of Sale shall form the contract between Defender Note and the Customer. Any Customer order will not have been deemed accepted until an acknowledgement of receipt has been issued by Defender Note.
3.2 Cancellation of order: All purchase orders placed by the Customer shall be deemed firm and binding. If the Customer cancels an order before the scheduled date of delivery, it shall pay to Defender Note damages amounting to 100% of the value of the order if the order has been dispatched. Defender Note reserves the right to cancel all or part of an order if the Customer does not comply with any of its obligations, in particular where payment or supply of information, documents and other elements required to process the order are concerned.
CLAUSE 4 – PRICING
4.1 The cost of Defender Note standard packaging is included in the price for UK deliveries. Worldwide deliveries incur a cost which is indicated prior to completing the purchase. Any specific packaging required by the Customer will be added at cost.
CLAUSE 5 – PAYMENT
5.1 Payment must be made upon order through the website, unless prior arrangements have been made with Defender note.
CLAUSE 6 – RESERVATION OF OWNERSHIP
Defender Note shall maintain ownership of all products, even if they have been delivered to the Customer, until the order has been fully paid for.
CLAUSE 7 – DELIVERY
7.1 Any delivery times given by Defender Note are given in good faith and are an estimate only, and not a term of Contract between Defender Note and the Customer. Defender Note will not be liable for any delay or consequential loss however such delay may be caused.
7.2 Defender Note will deliver the goods by postage or courier; risk of loss and damage of the goods shall pass to the customer from when the goods are put in the post box or collected by the Courier.
7.3 Defender Note will ensure all goods delivered to or collected by the postal authorities or courier are in good condition but from that time Defender Note accepts no liability for damage to or loss or shortage of any goods throughout the course of delivery or for any loss or damage (including loss of profit and consequential loss) arising directly or indirectly there from.
CLAUSE 8 – WARRANTY PERIOD
8.1 The warranty period is 3 months from date of delivery.
8.2 In case of evident defects, claims for incorrect or short delivery shall not be accepted unless reported to Defender Note in writing within two 7 days of arrival of goods at destination.
8.3 Defender Notes’ warranty is strictly limited to:
- the replacement of notes, or
- the refund of the Products’ value to the Customer, provided that the goods are confirmed as defective by Defender Note
8.4 Any defective goods must be returned to Defender Note with a report from the Customer detailing the alleged defect.
8.5 The warranty does not cover:
- Products which have been damaged by the Customer or which have been stored under abnormal conditions (mechanical, electrical, thermal).\
- Products that is incorrectly adjusted or defective when this results from use in excessive operating conditions.
- Defender Note does not warrant that the Products will be resistant to all possible attacks and shall not incur any liability in this respect. Under no circumstances shall Defender Note be held liable for any third party actions and in particular in case of any successful attack against systems or equipments incorporating Defender Note products.
8.6 Defender Note disclaims any express warranty not provided herein and any implied warranty, whether by law, statutory or otherwise, guaranty or representation as to performance, quality and absence of hidden defects, implied warranties of merchantability and fitness for a particular purpose
CLAUSE 9 – QUANTITY ACCEPTANCE
9.1 Defender Note shall only invoice the Customer for the actual quantity supplied.
CLAUSE 10 – PRINTING
10.1 Defender Note shall bear no liability for any loss or damage to materials and documents belonging to the Customer that are submitted to Defender Note, especially backing materials, photos and films.
10.2 When an order involving the reproduction of a material which is protected under the intellectual and industrial property laws is placed, the Customer must confirm that he holds a free reproduction right. Subsequently, the Customer must indemnify Defender Note against all claims concerning this reproduction right.
CLAUSE 11 – PROOFS
11.1 Each of the note proofs once signed by the Customer and without any further formalities, shall formally release Defender Note from any liabilities for the work carried out prior to the said signature. In case the proof does not comply with the artwork and instructions of the Customer, Defender Note shall proceed to the required corrections
11.2 Every effort will be made by Defender Note to match the Buyer’s specific colours. However, as the base material used is a non-absorbent and is subject to a lamination process, some slight colour variation may result. Such variation shall not be treated as non-compliance and no correction shall be made.
CLAUSE 12 – CONFIDENTIALITY
The customer undertakes not to disclose or copy to any third party any documents or data made available by Defender Note, related to but not limited to the products.
CLAUSE 13 – FORCE MAJEURE
Defender Note shall not be considered as liable for late delivery or failure in the performance of its obligations, for reasons beyond its control such as but not limited to act of God, act of government, fire, flood, earthquake, war, strikes and lock outs, inability to obtain raw materials, any unpredictable manufacturing problem and any other unforeseeable and/or unavoidable event. Defender Note shall send to the Buyer written notice stating the delay and cause thereof, within 15 days as from the date of the occurrence of the force majeure event.
CLAUSE 14 – DISPUTES
This order and any subsequent order shall be governed by and interpreted in accordance with the laws of England and Wales, to the exclusion of its conflict of laws provisions and to the exclusion of the Vienna Convention on the International Sale of Goods dated 11th April, 1980. Any dispute arising out of or related to this order or any subsequent order, which cannot be settled amicably within 30 days, will be submitted to the exclusive jurisdiction of the Courts of London, England.
CLAUSE 15 – INFRINGEMENT
15.1 Defender Note shall defend at its own expenses any action brought against the Buyer or at its option settle any claim, to the extent that it is based on a claim that a Defender Note Product constitutes an infringement of a third party’s right provided that the Buyer: notifies Defender Note promptly if any infringement is alleged, and makes no admission without Defender Note’s written consent, and assists Defender Note to conduct all negotiations and litigation, if requested by Defender Note. In the event that any Product is held by a final court decision to constitute an actual infringement, Defender Note shall at its own costs and at its sole option, either obtain the right to the Buyer to continue using the Product or to replace or modify the Product so that it becomes non-infringement.
15.2 If any event should none of the above solutions be possible to implement, the Parties agree that Defender Note will reimburse the Buyer of the sums paid by the Buyer to Defender Note for the Product at the date of the court decision referred to above, in full satisfaction of Defender Note’s liability.
15.3 However Defender Note shall have no liability to the Buyer with respect to any claim of the above infringement (a) which is solely based upon the use of the Product not in accordance with the methods of application and/or instructions provided by Defender Note; or (b) which results from the compliance by Defender Note with, or the use by the Buyer or, any element, specifications methods imposed or requested by the Buyer; or (c) which results from the combination of the Product or any part of it (including but not limited to the software, any circuit, system or device) with any element whatsoever not supplied by Defender Note.
15.3 This section sets forth Defender Note’s entire liability with respect to any and all claims of misappropriation and infringement of third party’s intellectual property rights.
CLAUSE 16 – LIMITATION OF LIABILITY
The aggregate liability for direct damages that Defender Note may cause to the Buyer under this order shall not exceed the total order price actually paid by the Buyer to Defender Note, (provided that Defender Note shall never be held liable for indirect, incidental, special, consequential or punitive damages, such as, with no limitation, loss of revenue, loss of opportunity, loss of profit, business disruption, loss of use of data, deprivation of enjoyment or other economic loss), whether in contract, in tort, or otherwise, even if Defender Note has been advised of the possibility of such damage. This limitation of liability shall not apply to death or personal injury resulting from negligence.