SOLID STATE LOGIC UK LIMITED
TERMS & CONDITIONS OF SALE
WHERE YOU ARE PURCHASING PRODUCTS FROM US OTHERWISE THAN AS A CONSUMER, PLEASE SEE PART ONE OF THESE TERMS OF SALE.
WHERE YOU ARE PURCHASING PRODUCTS FROM US AS A CONSUMER (I.E. NOT AS A BUSINESS OR IN THE COURSE OF YOUR TRADE), PLEASE SEE PART TWO OF THESE TERMS OF SALE.
PART ONE – BUSINESS CUSTOMERS
1. Interpretation
1.1 In these Conditions:
“Add-On” or “Add-Ons” means additional plug-in(s) or software application(s) purchased by the Buyer to be used in conjunction with the Goods or with third party products.
“Buyer” means the person whose order for any of the Products or Services is accepted by the Seller or who places an online order for any of the Products via the Solid State Logic UK Limited website.
“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires), includes any special terms and conditions agreed in Writing between the Buyer and the Seller.
“Contract” means the contract for the purchase by the Buyer of the Products from the Seller comprising: (i) the Order (if applicable); (ii) these Conditions; and (iii) the Product Warranty.
“End User Licence” has the meaning given to it in Condition 2.3.
“Goods” means the audio mixing solutions and ancillary products as detailed fully in the Order including any Integral Software, which the Seller is to supply in accordance with these Conditions.
“Integral Software” means any software contained in the Goods and which is integral to its use and functionality at the point of sale.
"Merchandise” means all branded merchandise available for purchase by a Buyer.
“Order” means either: (i) the written order placed by the Buyer for the purchase of Products or Services; or (ii) the order placed online by a Buyer for the purchase of (as applicable) Goods, Software or Merchandise.
“Products” means collectively: (i) the Goods; (ii) the Software; (iii) the Merchandise; and (iv) the Add-Ons.
“Product Warranty/Guarantee” means the manufacturer warranty (if applicable) provided to the Buyer by way of a standalone addendum to the Contract.
“Seller” means Solid State Logic UK Limited.
“Services” means any consultancy services or installation services to be provided by the Seller to the Buyer as stated in the Order.
“Software” means: (i) the Integral Software; (ii) the Standalone Software; and (iii) the Add-Ons.
“Standalone Software” means the software purchased by the Buyer via an online portal.
“Writing” includes Email, facsimile transmission and any comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of the Sale
Sales placed via order form
2.1 The Seller shall sell and the Buyer shall purchase the Products or Services in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern this Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2.2 Orders submitted by the Buyer shall be deemed to be accepted by the Seller only once confirmed by the Seller’s written acknowledgement. Only once an Order placed via order form has been accepted by the Seller will a binding contract come into existence.
2.3 THE BUYER ACKNOWLEDGES THAT THE INTEGRAL SOFTWARE IS LICENSED ON THE TERMS OF THE END USER LICENCE, A COPY OF WHICH CAN BE FOUND
https://www.solidstatelogic.com/legal/general-end-user-license-agreement AND THAT ITS
USE OF THE GOODS IS SUBJECT TO THE BUYER ACCEPTING AND AGREEING TO THE TERMS
OF THE END USER LICENCE, AND SUCH ACCEPTANCE AND AGREEMENT SHALL BE
INDICATED BY THE BUYER’S USE OF THE GOODS. THE BUYER UNDERTAKES NOT TO USE THE GOODS WHERE IT DOES NOT ACCEPT THE TERMS OF THE END USER LICENCE.
2.5 The Seller’s employees or agents are not authorised to make any representations concerning the Products unless confirmed by the Seller in Writing. In entering into this Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations, which are not so confirmed.
2.6 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.7 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 the Seller shall be subject to correction without any liability on the part of the Seller.
2.8 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are or may be implied by trade, custom, practice or course of dealing. In particular, the Contract excludes all and any email, telephone, and other correspondence between the parties and further, the Buyer acknowledges that it has not relied upon any statement, promise, representation, assurance or warranty made or given by or on behalf of the Seller which is not set out in the Contract.
Online sales
2.9 Sales by Buyers placed online for Products will be made following the procedure set out below:
2.3.1 a prospective Buyer will set up an account by entering their details where indicated on the Solid State Logic website; and
2.3.2 orders may be placed by Buyers who have a registered account following the ordering procedure set out on the Solid State Logic website.
2.10 A contract is formed in respect of online sales when a Buyer confirms their intention to purchase Products by clicking the “Place Order” button. An email verification will be sent once an order has been placed by the Buyer.
3. Specifications – Goods only
3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform this Contract in accordance with its terms.
3.2 The quantity, quality and description of any specification for the Goods shall be those set out in the Seller’s written acknowledgement.
3.3 The Contract will not constitute a sale by description or sample. Catalogues, price lists and other sales literature and information provided by or on behalf of the Seller (whether written or oral) (“Marketing Materials”) are for general information only and are neither incorporated in the Contract nor to be regarded as representations on the basis of which an
Order is made. In particular, variations in the design, specification, performance characteristics and/or appearance of the Goods are permitted, provided that the Goods supplied shall be of substantially equivalent nature and value to that set out in the Marketing Materials.
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller 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 the Seller’s use of the Buyer’s specification.
3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
3.6 No Order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer may specify, which shall include indemnifying the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and material used), damages, charges and expenses incurred by the Seller as a result of cancellation.
3.7 Installation services only
In the event of the cancellation of the Contract by the Buyer the following sums determined as part of the price shall be payable by the Buyer to the Seller on demand by way of liquidated damages in respect of losses suffered by the Seller as a consequence of such cancellation:
% or price Time of cancellation
3.7.1 30% within 30 days following the effective date as set out in the Order
3.7.2 70% the period commencing on the 31st day following
the effective date and ending halfway between that day and the delivery date (the “First Contract Period”)
3.7.3 100% the period commencing on the day following the
expiry of the First Contract Period and ending on the delivery date (as defined in the Order), being the “Second Contract Period”
4. Price
Goods and Software purchased via an order
4.1 The price of the Goods shall be: (i) the Seller’s quoted price (as set out in the Order); (ii) where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the Order; or (iii) as otherwise agreed between the parties.
4.2 All prices quoted are valid for the duration of the current price list from time to time in force or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
4.3 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, material or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.4 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices for Goods are given by the Seller on the appropriate incoterm basis (as set out in Condition 13.4), and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and, if applicable, insurance.
4.5 The applicable licence fees for Software purchased via an Order shall be: (i) as set out in the Order; (ii) as listed on the Solid State Logic website; or (iii) as otherwise agreed between the parties.
4.5 Unless otherwise specified, all prices are exclusive of any applicable value added tax, import duty, or other local taxes unless otherwise specified in the Order, which the Buyer shall be additionally liable to pay to the Seller. All prices are exclusive of the costs (where applicable) of delivery and installation.
4.6 Where applicable, the cost of pallets and shipping containers will be charged to the Buyer in addition to the price of the Goods.
Online sales
4.7 Prices for Goods purchased online are as stated on the Solid State Logic website at the time of placing an Order.
4.8 Licence fees for Software will vary depending on the purchase plan selected by the Buyer from the below options (and will be as set out on the Solid State Logic website at the time of placing an Order):
4.5.1 Software purchased subject to a perpetual licence; 4.8.2 Software purchased via a “rent to own” purchase model; or
4.8.3 Software purchased on a monthly subscription basis.
4.9 The Order will specify which of the above purchase plans has been selected by a Buyer and the duration of the plan.
4.10 We reserve the right to vary our standard prices for Products purchased online at any time (including applicable licence fees).
4.11 All prices for online Orders are exclusive of VAT. If the Customer purchases Software subject to a purchase plan set out in 4.8.2 or 4.8.3 above and the rate of VAT varies during the duration of the selected purchase plan, the applicable VAT rate will be the rate in force at the time payment is due.
4.12 All licence fees (as set out in an Order) are exclusive of VAT or any relevant local sales taxes, for which the Buyer shall be responsible. As above, if the Customer purchases Software subject to a purchase plan set out in 4.8.2 or 4.8.3 above and the rate of VAT (or other applicable tax) varies during the duration of the selected purchase plan, the applicable VAT rate will be the rate in force at the time payment is due.
5. Terms of Payment
Products purchased via order form
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods(or remainder thereof where a deposit is paid in accordance with Condition 5.3) on or at any time immediately prior to delivery or at any time after the Seller has notified the Buyer that the Goods are ready for collection. The Buyer shall pay each invoice in cleared funds prior to shipping, or as otherwise agreed. Time for payment of each invoice is of the essence.
5.2 The Seller shall be entitled to invoice the Buyer for the price of the Software on or at any time after the Buyer has downloaded or started to download the Software. The Buyer shall pay each invoice in cleared funds at the time of download, or as otherwise agreed. Time for payment of each invoice is of the essence.
5.3 The Buyer shall normally pay 30% deposit of the price of the Goods with order and the balance immediately prior to the Seller shipping the Goods, (or as otherwise agreed in
Writing) notwithstanding that delivery may not have taken place and the property in the
Goods has not passed to the Buyer
5.4 The Buyer 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). The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.
5.5 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
5.5.1 cancel the contract or suspend any further deliveries to the Buyer and request that Goods already delivered to the Buyer are returned immediately;
5.5.2 appropriate any payment made by the Buyer to such of the Goods (or the
goods supplied under any other contract between the Buyer and the Seller) as the
Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.5.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 7% above the Bank of England base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
5.6 The Seller may accept as security for payment an unconditional guarantee by, or a transferable and divisible letter of credit drawn on or confirmed by, a London bank.
5.7 If the Seller grants credit to the Buyer, the Seller may at any time reduce, suspend or withdraw credit facilities to the Buyer without stating any reason for such reduction, suspension or withdrawal. In particular, the Seller may withdraw credit facilities to the Buyer if the Buyer, or any member of the Buyer’s group or other person with whom the
Buyer is associated, has committed or threatens to commit any breach of contract with the Seller or any associate of the Seller, or is or, in the Seller’s opinion, appears likely to become insolvent. For the avoidance of doubt, if the Seller grants credit to the Buyer, the provisions of this clause 5.7 shall take precedence over clause 5.6 above.
Products purchased online
5.8 We accept payment with the providers as listed on our website. Payment shall be in full upfront for both Goods and Software subject to a perpetual licence. By placing an order online, the Buyer agrees to any applicable third party payment provider terms and conditions, unless otherwise agreed.
5.9 Access to the Software will commence immediately on receipt of payment. You will not be entitled to a refund once you start using the Software.
5.10 In respect of Software purchased via a subscription plan, the Buyer shall pay to the Seller the applicable licence fees in the amounts and at the times agreed between the parties (the “Commitment Subscription”).
5.11 In respect of Software purchased on a “rent to own” basis, fees will be payable in equal installments over the applicable period agreed between the parties (the “Rent to Own Plan”).
5.12 If a Buyer purchases Software via one of the purchase plans set out in 5.10 or 5.11 above, the purchase plan will automatically renew at the end of the Commitment Subscription or Rent to Own Plan (as applicable), and the Buyer will automatically be charged licence fees for the renewed period (unless the Buyer serves notice of its intention for the purchase plan to not renew 60 days before expiry of the applicable term, following which the applicable purchase plan will expire on the last day of the Commitment Subscription or the Rent to Own Plan (as applicable)).
5.12 The Buyer may serve notice of its intention to cancel its current purchase plan at any time and the purchase plan will expire at the end of the applicable term. If a Buyer purchased a Rent to Own Plan, the Buyer will be granted a perpetual licence to use the Software following receipt of the final payment due.
5.13 In the event that a Buyer breaches the terms of this agreement (including nonpayment of fees due), the Seller may permanently restrict the Buyer from purchasing an additional Commitment Subscription or Rent to Own Plan and may charge the Buyer a fee to reflect any fee incurred by the Seller in the collection of Buyer’s unpaid debt.
6. Delivery
Products ordered via order form
6.1 Delivery of the Goods shall be made by one of the following (as agreed between the parties):
6.1.1 the Buyer or its agents collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection;
6.1.2 if a place for delivery is agreed by the Seller, or by the Seller delivering the Goods to that place; or
6.1.3 if Software only is purchased, we will make the digital content available for download by you as soon as we accept your order or as per the delivery method set out in your order.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 The Seller reserves the right to deliver the Goods in instalments without any adjustment in the price.
6.4 The Seller may also make part deliveries of the Goods, provided that each part shall be capable of use or resale on its own; each such part may, in the Seller’s absolute discretion, be invoiced separately, and, as a consequence, constitute a separate contract. Any delay in delivery or defect in a part shall not entitle the Buyer to cancel any other part. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat this Contract as a whole as repudiated.
6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under this Contract or charge the Buyer for any shortfall below the price under this Contract.
6.6 In this clause, “Force Majeure Event” means any event that gives rise to any delay in performing, or failure to perform, any obligations of the Seller under these Conditions if such delay or failure results from events, circumstances or causes beyond the Seller’s reasonable control, including but not limited to any delay, defect or omission resulting from acts of God, acts of any national , supernational or public authority, industrial delays, unavailability or delay in supply of material or labour on normal commercial terms or any other event wholly outside of the Seller’s control. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or by the Buyer’s failure to provide the Seller with adequate delivery instructions or any instructions that are relevant to the supply of the Goods.
Online sales
6.7 If you purchase Software on a subscription basis, we will supply the Software to you until the applicable Commitment Subscription expires; or
6.8 If you purchase Software on a “rent-to-own” basis, we will supply the Software to you until you have paid in full for it according to the Rent-To-Own Plan, following which you will be granted a perpetual licence to use the Software.
7. Risk and title
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, title in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 Until such time as title in the Goods passes to the Buyer, the Buyer shall not mortgage the Goods, and shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 Unless otherwise stated in an Order, the Buyer shall be responsible for (where relevant) installing the Products and shall be responsible for carrying out reasonable tests to ensure that the Products are in operable condition and are capable of meeting the Buyer’s requirements once properly configured or installed (as applicable).
7.6 Unless agreed between the parties, the Seller shall have no responsibility for the installation of the Products or for checking that they meet the Buyer’s requirements. If the Buyer discovers any fault or error with the Products, the Buyer must notify the Seller of such fault or error within 7 days of delivery. Following this, the Products will be deemed to be accepted by the Buyer.
8. Warranties and limitations of liability
8.1 The Seller guarantee that they will, at the Seller’s option, repair or replace free of charge for labour and parts any Goods manufactured by them requiring repair or replacement (during the applicable Guarantee period) by reason solely of faulty material or workmanship during manufacture subject to the following conditions:
8.1.1 If the item of Goods in question is no longer available to the Seller, then the Seller shall do their best to provide an alternative and the Buyer shall be bound to accept this.
8.1.2 Normal wear and tear and parts of any expendable nature are not covered. 8.1.3 Damage resulting from or aggravated by negligence, failure to follow correct operating procedures, misuse, or unauthorised modifications, or the fitting of non-original parts by the Buyer or its agents is excluded.
8.1.4 The Buyer must promptly report alleged defects to the Seller and at the Seller’s request, promptly return the Goods in question to the Seller suitably packed.
8.1.5 Parts of an expendable nature are not covered.
8.1.6 In no circumstances whatsoever shall the Seller’s liability extend beyond repairing or replacing the actual item of the Seller’s manufacture. The Buyer shall be liable for the cost of removal shipment and/or re-installation of Goods
8.2 Where Goods or components of Goods are not manufactured by the Seller, then the Seller will use its best endeavours at the Seller’s expense to procure that the Buyer will have the benefit of the Guarantee (if any) given to the Seller SSL by the relevant manufacturer.
8.3 This guarantee does not affect statutory rights of the Buyer when dealing as a consumer within the meaning of the Unfair Contract Terms Act 1977 as amended or re-enacted from time to time.
8.4 Subject to Conditions 8.1 and 8.2 above all conditions, guarantees or warranties whether express or implied by statute, common law or otherwise including but not by way of limitation (but not so including in the case of Goods supplied to the Buyer dealing as a Consumer within the meaning of the said, then Act) conditions, guarantees or warranties as to the quality or fitness for purpose of Goods and/or Installation or as to their conformity with description or sample are hereby excluded.
8.5 The Buyer acknowledges that it has relied solely on its own judgement in assessing whether Goods Installation and/or Software are fit for any particular purpose for which they may be required by the Buyer.
8.6 Neither the Seller nor the Seller’s sub-contractors shall be liable for direct or consequential loss or damage resulting from Goods and/or the use thereof and/or Installation (except death or personal injury resulting from the Seller’s negligence within the meaning of the said Act).
Failures not covered under warranty:
8.7 Service required due to any alteration or repairs attempted by persons other than the Seller or its distributors, or the use of components other than those supplied by the Seller.
8.8 Damage or other equipment failure due to causes beyond our control including, but not limited to, power failure, inadequate power supply, repairs necessary due to operator negligence, failure to maintain equipment according to the manufacturers instructions, failure of or improper use of any electrical source, excessive duty cycles, abuse, vandalism, computer viruses, theft, fire, flood, wind, freezing, unusual atmospheric conditions, telephone failure, acts of war or acts of God.
8.9 Expendable, lost or consumable items such as, but not limited to removable data storage, mechanical components, accessories, cables, batteries, cosmetic damage, failures due to corrosion, contamination, rust, dust, animal or insect damage, loss of or damage to data.
8.10 Service necessary because of improper storage, improper ventilation, reconfiguration of equipment, improper use or movement of the equipment, including the failure to place the equipment in an area that complies with the Seller’s published environmental requirements. Any installation that prevents normal service.
8.11 Consequential damage or loss of data during the period that the product is at an authorised service centre the Buyer is responsible for creating back-up copies of all user data on a regular basis.
8.12 Video monitor screen imperfections, including 'burn-in' caused by prolonged display of one or more signal(s), damaged or defective screens when the failure is caused by physical abuse, monitors missing less than 10 pixels per
2.4cm2 of usual screen space.
8.13 Damage resulting from unauthorised repair, improper connection, wiring, installation, or set up, user facilitated minor adjustments and settings outlined in the product's owners manual, inaccessible products or parts, negligence, misuse or abuse whether wilful or not.
Post sales support
8.14 Emergency Pager Support:
8.14.1 Pager support is available to the Buyer who has purchased an appropriate level of service cover, and operates weekdays from 5:30pm to midnight and at weekends and public holidays from 9am to midnight UK time.
8.15 Advanced Replacement Service:
8.15.1 Where goods are supplied under an Advanced Replacement agreement with an associated RMA, the Buyer is responsible for returning faulty parts to the Seller office indicated on the RMA form at their expense, on or before the due date listed. 8.15.2 If prompt return of parts is impossible due to exceptional factors, the Buyer agrees to request an extension from their local Seller office by email at least 2 working days prior to the due date.
8.15.3 Upon reaching 30 days overdue for return, and where no agreement has been made to extend the RMA due date, the Buyer becomes liable for the full list price of outstanding items, less any monies received as part of the original exchange agreement.
8.15.4 The Seller reserves the right to suspend service due to significant outstanding unreturned items or unpaid charges.
8.15.5 Exchange parts are supplied with a 3 month warranty.
8.16 Repair & Return Service:
8.16.1 SSL accepts no responsibility for parts returned without a valid RMA number. It is the Buyer’s responsibility to contact their local Seller office to arrange an RMA before goods are returned.
8.16.2 If requested, a repair estimate will be provided, indicating presumptive costs for completion of the repair job. If significantly greater costs than expected become apparent during the repair, the Buyer will be contacted for authority to proceed. Regardless of the outcome of a repair job, the Buyer is liable for all time and materials spent attempting the repair.
8.17 The Seller accepts no responsibility for faults not indicated on the original repair request.
8.18 Packaging of returned goods:
8.18.1 When returning goods to the Seller, the Buyer is responsible for their safe delivery, agrees to package items suitably for transport, and to ensure sufficient insurance cover is in place to protect against potential loss or damage in transit up to the full list price of the item.
8.18.2 The Buyer agrees to attach the RMA tear-off slip including barcode securely to the outside of the packaging in which parts are returned.
9 Liability
9.1 Except in respect of death or personal injury caused by the Seller’s negligence or for fraud, fraudulent misrepresentation or other matters which cannot be excluded under law, the Seller shall not be liable to the Buyer whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) and whether direct, indirect, special or consequential for any of the following:
9.1.2 loss of profits;
9.1.3 loss of anticipated savings;
9.1.4 loss of business opportunity;
9.1.5 loss of goodwill; or
9.1.6 loss or corruption of data.
9.2 The Seller shall not be liable to the Buyer or be deemed to be in breach of this Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
9.2.1 act of God, explosion, flood, tempest, fire or accident;
9.2.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
9.9.3 acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any government, parliamentary or local authority;
9.2.4 import or export regulations or embargo;
9.2.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
9.2.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery; and
9.2.7 power failure or breakdown in machinery.
9.3 Subject to clause 9.1 and 9.2 above, the Seller's entire liability under these Conditions shall not exceed the price paid by the Buyer to the Seller, which the Seller has received in full and cleared funds, for the Goods.
10. Indemnity
10.1 If any claim is made against the Buyer that the Products infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:
10.1.1 the Seller is given full control of any proceedings or negotiations in connection with any such claim;
10.1.2 the Buyer shall immediately on becoming aware of the claim notify the Seller and give the Seller all reasonable assistance for the purpose of any such proceedings or negotiations;
10.1.3 except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld);
10.1.4 the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavors to do);
10.1.5 the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim;
10.1.6 without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this Condition; and
10.1.7 where any claim is brought against the Buyer owing to any adaptation, modification or addition to the Goods the Buyer shall have no liability to the Seller.
11. Software and Intellectual Property Rights
11.1 The Buyer shall have a non-exclusive licence to use the Software.
11.2 Where Software is licensed to the Buyer, the following provisions will apply:
11.2.1 where Software is purchased by way of full upfront payment, the Buyer shall be granted a perpetual licence to use the Software, effective immediately on payment of the relevant licence fees;
11.2.2 where Software is licensed on a subscription basis Software shall at all times remain the sole property of the Seller or the relevant owner and shall only be used for operating the Goods for which it was designated. The Buyer shall by no means acquire title or copyright to such Software and shall instead be granted a fixed term non-exclusive limited licence to use the Software for the subscription period only;
11.2.3 where Software is licensed on a “rent to own” basis, Software shall remain the property of the Seller or the relevant third party owner (and the Buyer shall be granted a fixed term non-exclusive limited licence to use the Software) until such time as the Buyer has paid in full for the Software, following which the Buyer shall be granted a perpetual licence to use it;
11.2.4 the use of Software is subject to any terms and conditions which accompany the Software as set out in the End User Licence, a copy of which can be found at https://www.solidstatelogic.com/legal/general-end-user-license-agreement . In the event of conflict, the terms of the End User Licence shall apply;
11.2.5 the Buyer acknowledges that all patents, copyright or other intellectual property rights of whatever nature in the Software shall remain vested solely in the Seller or the relevant third party owner and the Buyer undertakes all reasonable precautions to maintain the confidentiality of the Software and all know-how and trade secrets incorporated therein and not to copy or duplicate or permit the copying or duplication of the same by any means; and
11.2.6 the Buyer undertakes not to alter, develop or adapt any part or item comprised in the Software without the Seller prior written consent.
11.3 The Buyer acknowledges that its use of the Goods is subject to accepting and agreeing to the terms of the End User Licence, and such acceptance and agreement shall be indicated by the Buyer’s use of the Goods. The Buyer undertakes not to use the Goods where it does not accept the terms of the End User Licence.
12. Insolvency of the Buyer
12.1 This Condition applies if:
12.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to any administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction);
12.1.2 an encumbrancer takes possession, or a receiver or administrator is appointed, of any of the property or assets of the Buyer;
12.1.3 the Buyer ceases, or threatens to cease, to carry on business or suffers any action in consequence of debt; or
12.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
12.2 If this Condition applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel this Contract or any part of it or suspend any further deliveries under this Contract without any liability to the Buyer, and 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.
13. Export terms
13.1 In these Conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when this Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
13.2 Where Goods are supplied for export from the United Kingdom, the provisions of this Condition 13 shall (subject to any special terms agreed in Writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.
13.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
13.4 Unless otherwise agreed in Writing between the Buyer and the Seller, the Goods shall be delivered unless otherwise agreed Ex-works the Seller’s premises or Ex Works the Seller’s sub-contracted manufacturer and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
13.5 Payment of all amounts due to the Seller shall be made by cleared funds unless otherwise agreed prior to shipment or by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a bank in London acceptable to the Seller or, if the Seller has agreed in Writing on or before acceptance of the Buyer’s order, by acceptance by the Buyer and delivery to the Seller of a bill of exchange drawn on the Buyer payable either 30, 60 or 90 days (or as agreed in Writing) after sight to the order of the Seller at such branch of HSBC Bank in England as may be specified in the bill of exchange. The Buyer shall pay for all banking charges and expenses. Acceptance of any bill of exchange prior to payment date is of the essence of this Contract
14. Compliance with Laws and Policies
General
14.1 The Buyer shall at its own expense comply with all laws and regulations relating to its activities under this Contract, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
Seller Policies
14.2 The Buyer will comply at all times with the Seller’s policies, available via this link: https://www.solidstatelogic.com/legal
15. Special Order Contracts
The following special terms and conditions apply to any purchase of goods or equipment from the Seller where the order is designated as a Special Order (“Special Order”).
15.1 The Seller or its designated representatives shall deliver the Goods to the Buyer’s premises. The Buyer shall be responsible for and shall pay for all installation costs of the Goods and the Buyer shall undertake all such necessary work.
15.2 The price for the Goods shall be paid by the Buyer in instalments as set out in writing in the quotation or the Seller’s order acknowledgement.
15.3 The Seller shall submit the Goods to its standard works tests before delivery to the Buyer. The Seller shall supply the Buyer on request copies of the specification of the works tests and a certificate that the Goods have passed the same. The Buyer or its authorised representative may attend the works tests.
15.4 If applicable to the contract the Seller or its designated representative shall within a reasonable period of time after the Goods has been installed by the Buyer attend the Buyer’s premises and submit the Goods to the commissioning tests to test that the Goods are in good working order. The Seller shall supply the Buyer with copies of the specification and results of the commissioning tests. The Buyer or its authorised representative may attend the commissioning tests.
15.5 The commissioning of the Goods is defined as the stable operation of the hardware and software within the Goods at the time of commissioning. It expressly excludes any software facilities that may be specified for future delivery to the Buyer. It expressly excludes a guarantee that the software will be free of “bugs.”
15.6 Once the Goods have successfully completed the commissioning tests as certified by the Seller, the Goods shall be deemed to have been accepted by the Buyer. The Buyer will then immediately discharge any sums due under the payment instalment plan as set out in the quotation or the Seller’s order acknowledgement.
15.7 If the Seller is prevented or delayed from performing its obligations (including works tests or commissioning tests) by reason of any act or omission of the Buyer, the Buyer will pay to the Seller the price of the Goods as if the relevant tests had been completed and all reasonable costs, charges and losses sustained by the Seller as a result including, without limitation, the costs of storage and insurance of the Goods.
16. General
16.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business of such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
16.2 No waiver by the Seller of any breach of this Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
16.3 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.
16.4 The Seller shall have the right to assign, transfer, charge, hold on trust for any person and deal in any other manner with any of its rights under this Contract and to sub-contract any of its obligations under this Contract by notice in Writing to the Buyer. The Buyer shall not be entitled to assign, transfer, charge, hold on trust for any person or deal in any other manner with any of its rights under this Contract or to sub- contract any of its obligations under this Contract.
16.5 The parties do not intend that any term of this Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person other than the parties.
16.6 This Contract constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter. Neither party has entered into this Contract in reliance upon any representation or statement which is not expressly set out in this Contract. Nothing in this Condition shall be interpreted or construed as limiting or excluding the liability of either party for fraud or fraudulent misrepresentation.
16.7 Both parties shall:
16.7.1 recognise that under this Contract they may receive each other's trade secrets and/or the confidential or proprietary information of the other party. All information belonging to or relating to a party including information concerning business plans, customers, supplies, services, intellectual property and financial results received by the other party as a result of entering into or performing this Contract which is designated as confidential by the disclosing party or is otherwise clearly confidential in nature constitutes 'confidential information';
16.7.2 not to use confidential information for any purpose other than the purpose for which it is supplied under this Contract and agrees not to divulge confidential information received from the other party to any of its employees who do not need to know it, and to prevent its disclosure to or access by any third party without the prior written consent of the disclosing party except to its professional advisers or as may be required by law or any legal or regulatory authority; and
16.7.3 use a reasonable degree of care which in any event will not be less than the same degree of care which the receiving party uses to protect its own confidential information to keep and ensure its employees and agents keep any and all such information confidential. This obligation will survive the termination of this Contract for a period of 5 years or, in respect of a particular item of confidential information, until such earlier time as that item of confidential reaches the public domain other than through the receiving party's own default.
16.8 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
16.9 This Contract shall be governed by the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for the determination of any dispute arising out of or in connection with this Contract.
PART TWO – COMSUMER SALES
PLEASE NOTE CLAUSE 9 WHICH LIMITS OUR LIABILITY TO YOU AND CLAUSE 8.4 WHICH REMOVES YOUR RIGHT IN CERTAIN CIRCUMSTANCES TO CANCEL FOR CONVENIENCE.
1. These terms
1.1 What these terms cover. These are the terms and conditions on which we supply products to you, whether these are goods or digital content. You should note that where you are required to download software from our website which is integral to the use and functionality of the goods we sell to you, that software is referred to as
“integral software”. Integral software forms part of the goods: any reference to “goods” therefore also refers to integral software unless these terms state otherwise.
Any software which is not integral software is referred to as “digital content”.
In these terms integral software and digital content are referred to together as “software”.
1.2 Software is licensed to you, and so you do not own it. Any software for which you have paid us and which you download from our website is not sold to you: it is licensed
to you on the terms of the End User Licence, a copy of which can be found at https://www.solidstatelogic.com/legal/general-end-user-license-agreement . Your use of any software, whether integral software or digital content, is subject to you accepting the terms of the End User Licence. You agree not to download or to use any software where you do not agree to be bound by the terms of the End User Licence.
Where you download or use any software you indicate your acceptance of the terms of the End User Licence. Please therefore read the terms of the End User Licence before you submit your order to us and before you download any software.
1.3 Why you should read these terms. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
2. Information about us and how to contact us:
2.1 Who we are. We are Solid State Logic UK Limited we can be contacted at marketing@soldstatelogoic.com or write to us at Solid State Logic UK Limited, Spring Hill Road, Begbroke, Oxford OX5 1RU, telephone number +44 1864 842300.
2.2 How to contact us. You can contact us by telephoning our customer service team at or by writing to us at or our registered office address (see clause 2.1).
2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
3. Our contract with you
3.1 Age minimum to place an order. You must be at least 16 years old to purchase Goods or Software from us.
3.2 How we will accept your order. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us. If you order Goods or Software via our website, a contract will come into existence once you click on the “place order” button. We will send you an email verification to confirm the sale.
3.3 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.
3.4 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
4. Our products
4.1 Goods may vary slightly from their pictures. The images of the goods on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the goods. Your goods may vary slightly from those images.
4.2 Product packaging may vary. The packaging of the product may vary from that shown in images on our website.
5. Your rights to make changes
If you wish to make a change to the product you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract (see clause 8- Your rights to end the contract).
6. Our rights to make changes
6.1 Minor changes to the products. We may change the product:
6.1.1 to reflect changes in relevant laws and regulatory requirements; and
6.1.2 to implement minor technical adjustments and improvements, for example to address a security threat.
These changes will not affect your use of the product.
6.2 Updates to software. We may require you to update software, provided that where the software is integral software it shall not alter the use or functionality of your product, and where it is digital content it shall always match the description of it that we provided to you before you bought it.
7. Providing the products
7.1 Delivery costs. The costs of delivery of goods will be as displayed to you on our website or (if applicable) as otherwise stated in an order.
7.2 When we will provide the products.
7.2.1 If the products are goods. If the products are goods we will deliver them to you as soon as reasonably possible and in any event as indicated on your order acknowledgement provided to you following receipt of your purchase order. Where you are required to download integral software for the functioning of the product, you will be responsible for choosing when to download that software.
7.2.2 If the product is a one-off purchase of digital content downloaded through our website. We will make the digital content available for download by you as soon as we accept your order.
7.3 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
7.4 If you are not at home when the product is delivered. If no one is available at your address to take delivery and the products cannot be posted through your letterbox, we will leave you a note informing you of how to rearrange delivery or collect the products from a local depot.
7.5 If you do not re-arrange delivery. If you do not collect the products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract.
7.6 Your legal rights if we deliver goods late. You have legal rights if we deliver any goods late. If we miss the delivery deadline for any goods then you may treat the contract as at an end straight away if any of the following apply:
7.6.1 we have refused to deliver the goods;
7.6.2 delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
7.6.3 you told us before we accepted your order that delivery within the delivery deadline was essential.
7.7 Setting a new deadline for delivery. If you do not wish to treat the contract as at an end straight away, or do not have the right to do so under clause 7.6, you can give us a new deadline for delivery, which must be reasonable, and you can treat the contract as at an end if we do not meet the new deadline.
7.8 Ending the contract for late delivery. If you do choose to treat the contract for an order as at an end for late delivery under clause 7.6 or clause 7.7, you can cancel your order for any of the goods or reject goods that form part of the same order that have been delivered. If you wish, you can reject or cancel part of the same order for some of those goods (not all of them), unless splitting them up would significantly reduce their value. After that we will refund any sums you have paid to us for those cancelled goods and their delivery. If the goods have been delivered to you, you must either post them back to us or (if they are not suitable for posting) allow us to collect them from you. Please call customer services or email us (see details in clause 2.2), and visit our webpage for a return label or to arrange collection.
7.9 When you become responsible for the goods. A product which is goods will be your responsibility from the time we deliver the product to the address you gave us.
7.10 When you own goods. You own a product which is goods once we have received payment in full. Please note however that you will not own any software we provide to you, whether integrated software or digital content: any software we provide will be licensed to you under the terms of the End User Licence.
7.11 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you, for example, your delivery address for goods. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 10.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
7.12 Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
7.12.1 deal with technical problems or make minor technical changes;
7.12.2 update the product to reflect changes in relevant laws and regulatory requirements;
7.12.3 make changes to the product as notified by us to you (see clause 6).
7.13 We may also revoke your licence to use the software where you have not paid for any product. We may revoke your licence to use our software. In such event, all rights granted to you under our End User Licence shall cease, you must cease all activities authorised by the End User Licence, and you must destroy all copies of our software and all of its component parts within your control.
8 Your rights to end the contract
8.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
8.1.1 If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or a service re- performed or to get some or all of your money back), see clause 11;
8.1.2 If you want to end the contract because of something we have done or have told you we are going to do, see clause 8.2;
8.1.3 If you have just changed your mind about the product, see
clause 8.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods;
8.1.4 In all other cases (if we are not at fault and there is no right to change your mind), see clause 8.6.
8.1.5 If you change your mind about an Add-On purchased that is subject to a licence that is accessed via an Ilok or authorization account, we will access your Ilok account to de-commission the Software and we will refund you the amount paid for such licence.
8.1.6 If your purchase an Add-On that is accessed outside of an Ilok or authorization account and you change your mind about it, you warrant to us that you stop using the Software once it has been de-commissioned.
8.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at 8.2.1 to 8.2.4 below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
8.2.1 we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
8.2.2 there is a risk that supply of the products may be significantly delayed because of events outside our control;
8.2.3 we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 90 days; or
8.2.4 you have a legal right to end the contract because of something we have done wrong including because we have delivered late (see clause 7.6).
8.3 Exercising your right to change your mind (Consumer Contracts
Regulations 2013) – ‘cooling-off period’. For most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms. Please note that this does not apply to digital content where you have downloaded it during the cooling-off period see clause 8.4(a)).
8.4 When you don't have the right to change your mind. You do not have a right to change your mind in respect of:
8.4.1 digital content after you have started to download or stream these – please note that where you download integral software for a product which you have bought from us during the cooling-off period, you will not lose your right to return the goods; and
8.4.2 sealed audio or sealed video recordings or sealed computer software (unless it is integral software, once these products are unsealed after you receive them.
8.5 How long do I have to change my mind? How long you have depends on what you have ordered and how it is delivered:
8.5.1 Have you bought goods? If so, you have 14 days after the day you (or someone you nominate) receives the goods, unless your goods are split into several deliveries over different days. In this case you have until
14 days after the day you (or someone you nominate) receive the last delivery to change your mind about the goods. Where you have bought goods for which you must download integral software, the 14 day time period runs from the date of delivery of the goods to which it relates.
8.5.2 Have you bought digital content? If we delivered the digital content to you immediately, and you agreed when ordering that you would lose your right to change your mind as soon as you start downloading or streaming the digital content, you will not have a right to change your mind.
8.6 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you do not have a right to change your mind (see clause 8.1), you can still end the contract before it is completed, but you may have to pay us compensation. A contract is completed for:
8.6.1 goods when the product is delivered and paid for; or
8.6.2 digital content when the product is downloaded and paid for.
If you want to end a contract before it is completed where we are not at fault and you have not changed your mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.
8.7 How to end the contract with us (including if you have changed your mind)
8.7.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
8.7.2 Phone or email. Call customer services or email us (contact details are contained in clause 2.2). Please provide your name, home address, details of the order and, where available, your phone number and email address.
8.7.3 By post. Either complete and send to us the completed cancellation form contained in the Schedule to these terms (see below), or simply write to us at the address contained in clause 2.2 (including details of what you bought, when you ordered or received it and your name and address).
8.8 Returning goods after ending the contract. If you end the contract for any reason after goods have been despatched to you or you have received them, you must return them to us. You must either, post them back to us at the address contained in clause 2.2 or (if they are not suitable for posting) allow us to collect them from you. Please call customer services or email us (contact details provided at clause 2.2) for a return label or to arrange collection. If you are exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.
8.9 When we will pay the costs of return. We will pay the costs of return:
8.9.1 if the goods are faulty or misdescribed; or
8.9.2 if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.
In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return.
8.10 What we charge for collection. If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to us of collection.
8.11 How we will refund you. We will refund you the price you paid for the products including delivery costs (where appropriate), by the method you used for payment. However, we may make deductions from the price, as described below.
8.12 Deductions from refunds if you are exercising your right to change your mind. If you are exercising your right to change your mind:
8.12.1 we may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
8.12.2 the maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
8.13 When your refund will be made. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then:
8.13.1 if the products are goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us, see clause 8.8 and 2.2.
8.13.2 in all other cases, your refund will be made within 14 days of your telling us you have changed your mind.
9 Our rights to end the contract
9.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
9.1.1 you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;
9.1.2 you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products, for example, the correct delivery address;
9.1.3 you do not, within a reasonable time, allow us to deliver the products to you; or
9.1.4 where you breach the terms of our End User Licence.
9.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 9.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract. We will not refund you for any digital content which you have downloaded.
10 If there is a problem with the product
10.1 How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone our customer service team or write to us (see clause 2.1 for details).
10.2 Summary of your legal rights where there is a fault with our goods. Where our goods (which includes integral software):
10.2.1 are faulty you can return them to us within 30 days of you receiving them, and be entitled to a full refund;
10.2.2 develop a fault within six months of you receiving them, and they cannot be repaired or replaced, then you will be entitled to a full refund; or
10.2.3 develop a fault after six months of you receiving them, please contact us (see clause 2.1 for details).
10.3 Summary of your legal rights where there is a fault with our digital content. The digital content that we sell to you under these terms must be as described, fit for purpose and of satisfactory quality:
10.3.1 if your digital content is faulty, you're entitled to have the digital content repaired or a replaced;
10.3.2 if the fault can't be fixed, or if it hasn't been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back;
10.3.3 if you can show the fault has damaged your device and we haven't used reasonable care and skill, you may be entitled to have the device repaired or compensation.
10.4 Your obligation to return rejected goods. If you wish to exercise your legal rights to reject goods you must either post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services on or email us at (see clause 2.1 for details) for a return label or to arrange collection. For Add-Ons, please see clause 8.1.5 or 8.1.6 (as applicable) about what to do if you change your mind.
11.5 Faults not covered by the above rights to refund/repair/replacement. Damage caused by any repair to the products other than by us, or damage to the goods due to misuse by you or a third party, are not covered by this clause. In addition, any unauthorised service or modification of the products will void your right to a refund/repair/replacement.
11 Price and payment
11.1 Where to find the price for the product. The price of the product will be the price indicated on the order pages when you placed your order. We use our best efforts to ensure that the price of the product advised to you is correct. However please see clause 11.3 for what happens if we discover an error in the price of the product you order. All prices are exclusive of VAT. If you purchase Software only, the price of any applicable licence will be as set out on our website. We offer the following options where Software is purchased:
11.1.1 Software provided subject to a perpetual licence; 11.1.2 Software is provided on a “rent to own” model; or
11.1.3 Software is provided on a subscription basis.
11.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
11.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product's correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.
11.4 When you must pay and how you must pay. We accept payment with the credit and debit cards listed on our website. When you must pay depends on what product you are buying:
11.4.1 For goods, you must pay for the products before we despatch them. We will not charge your credit or debit card until we despatch the products to you.
11.4.2 For Ad-ons, you must pay for the products before you download them.
11.5 For Software purchased on a “rent to own” basis, fees will be payable in equal installments over the applicable period agreed between the parties (the “Rent to Own Plan”).
11.6 For Software purchased on a subscription basis, payment of the applicable licence fees shall be in the amounts and at the times agreed between the parties (the “Commitment Subscription”).
11.7 If you purchase Software via one a Rent-to-Own Plan or a Subscription
Commitment, the purchase plan will automatically renew at the end of the Commitment Subscription or Rent to Own Plan (as applicable), and you will automatically be charged licence fees for the renewed period (unless you serve notice of your intention for the purchase plan to not renew30 days before expiry of the applicable term], following which the applicable purchase plan will expire on the last day of the Commitment Subscription or the Rent to Own Plan (as applicable)).
11.8 You may serve notice of your intention to cancel your current purchase plan at any time and the purchase plan will expire at the end of the applicable Rent-to-Own Plan or Commitment Subscription.
11.9 If at any time you are in breach of the terms of this agreement (including nonpayment of any fees due to us), we may permanently restrict you from purchasing additional Goods or Software payment plans and we may charge you a fee to reflect any inconvenience or any costs incurred by us in the collection of the outstanding debt you owe to us.
11.10 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 7% above the Bank of England base rate, from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
11.11 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know and we will not charge you interest until we have resolved the issue.
12 Our responsibility for loss or damage suffered by you
12.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
12.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation. To the extent permitted by law, and except as otherwise provided in these terms, we exclude all conditions, warranties, representations or other terms which may apply to your use of our products, whether express or implied.
12.3 We are not liable for damages caused by defective digital content in certain circumstances. If defective digital content which we have supplied damages a device or other digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
12.4 We are not liable for your use of software other than in accordance with these terms (and in particular where you breach the terms of our End User Licence). You acknowledge and agree that we shall not be responsible for any claims, losses and/or damages incurred by you as a result of you combining our software with materials/software not supplied by us or our representatives or modifying our software without our approval, or where you use our software other than in accordance with our instructions or the provisions of these terms.
12.5 We are not liable for business losses. We only supply the products for domestic and private use. If you use the products for any commercial, business or re-sale purpose
we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
13. How we may use your personal information
13.1 How we will use your personal information. We will use the personal information you provide to us:
13.1.1 to supply the products to you;
13.1.2 to process your payment for the products; and
13.1.3 if you agreed to this during the order process, to give you information about similar products that we provide, but you may stop receiving this at any time by contacting us.
13.2 We will only give your personal information to other third parties where the law either requires or allows us to do so. Please see a copy of our Privacy Policy here. (add in applicable link)
14. Other important terms
14.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation, and we will ensure that the transfer will not affect your rights under the contract.
14.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
14.3 Nobody else has any rights under this contract . This contract is between you and us. No other person shall have any rights to enforce any of its terms.
14.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
14.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
14.6 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law. You may bring any Legal proceedings in the courts of the country in which you are based.
Model Cancellation Form
(Complete and return this form only if you wish to withdraw from the contract)
To Solid State Logic UK Limited, 25 Spring Hill Road, Begbroke, Oxford OX5
1RU. Email address: marketing@solidstatelogic.com
I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/for the supply of the following service [*],
Ordered on [*]/received on [*].
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),
Date
[*] Delete as appropriate
© Crown copyright 2013
