Background
These Terms of Sale set out the terms under which Goods are sold by Us to business customers through this website, https://dsdevices.com (“Our Site”).
Please read these Terms of Sale carefully and ensure that you understand them before ordering any Goods from Our Site. You will be required to read and accept these Terms of Sale when ordering Goods. If you do not agree to comply with and be bound by these Terms of Sale, you will not be able to order Goods through Our Site.
These Terms of Sale, as well as any and all Contracts, are in the English language only.
TERMS OF SALE
1. Definitions and Interpretation
1.1
In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:
“Contract” means a contract for the purchase and sale of Goods, as explained in Clause 7;
“Direct Customer” means a business customer purchasing Goods directly from Us for its own internal use and not for resale;
“End Customer” means the final purchaser, licensee or user of Goods supplied by a Reseller;
“Goods” means the goods sold by Us through Our Site;
“Order” means your order for Goods;
“Order Confirmation” means Our acceptance and confirmation of your Order;
“Order Number” means the reference number for your Order;
“Reseller” means a business authorised by EV4 Limited to purchase Goods for resale to third-party customers under these Terms of Sale or a separate reseller agreement;
“We/Us/Our” means EV4 Limited, a company registered in England and Wales under company number 07986640.
2. Information About Us
2.1
Our Site, https://dsdevices.com, is owned and operated by EV4 Limited, a company registered in England and Wales under company number 07986640.
Registered Office and Principal Place of Business:
KAD House
Portsmouth Road
Esher
Surrey KT10 9AD
United Kingdom
Email: info@dsdevices.com
UK VAT Number: GB131428934
EU VAT Number: NL828345053B01
3. Access to and Use of Our Site
3.1
Access to Our Site is free of charge.
3.2
It is your responsibility to make all arrangements necessary to access Our Site.
3.3
Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice.
3.4
Use of Our Site is subject to Our Website Terms of Use.
4. Business Customers Only
4.1
These Terms of Sale apply exclusively to business customers.
They do not apply to consumers purchasing Goods for personal use.
4.2
These Terms of Sale constitute the entire agreement between Us and you with respect to your purchase of Goods from Us.
5. International Customers
5.1
We supply Goods to business customers worldwide. Deliveries are generally fulfilled using DHL Express or other equivalent carriers selected by Us.
5.2
Orders may be fulfilled and dispatched from one of Our authorised fulfilment centres depending on the delivery destination. These locations currently include:
(a) Boxtel, Netherlands, for deliveries within the European Union;
(b) Surbiton, United Kingdom, for deliveries within the United Kingdom and other international destinations excluding the United States of America.
We reserve the right to fulfil Orders from alternative locations where operationally necessary.
We supply Goods to business customers worldwide. Deliveries are generally fulfilled using DHL Express or other equivalent carriers selected by Us.
5.3
United States Customers
Goods intended for delivery within the United States of America are not sold through this Site.
Customers seeking delivery within the United States should place orders through https://dsdevices.com/us or such other website, authorised distributor, reseller, or EV4 affiliate as We may designate from time to time.
Any purchase made through that separate website, distributor, reseller, or affiliate shall be governed by the applicable terms and conditions of sale of that entity, and not by these Terms of Sale.
We reserve the right to refuse Orders placed through this Site for delivery within the United States and to redirect such Orders accordingly.
5.4
Authorised Resellers and Distributors
5.4.1 We may appoint authorised resellers, distributors and channel partners in certain territories.
5.4.2 Goods purchased by a Reseller are acquired for resale to End Customers and not for the Reseller’s internal use unless otherwise agreed in writing.
5.4.3 Resellers shall:
(a) conduct their business in a professional and lawful manner;
(b) comply with all applicable laws and regulations;
(c) market and sell the Goods in accordance with Our published specifications, documentation and branding guidelines;
(d) ensure that all End Customers receive accurate product information;
(e) refrain from making representations, warranties or commitments regarding the Goods that are inconsistent with or exceed those provided by Us.
5.4.4 Where a Reseller arranges shipment or delivery of Goods to an End Customer, the Reseller is solely responsible for its own fulfilment, delivery, shipping, insurance, customs, tax, import, export, and customer service obligations to that End Customer unless expressly agreed otherwise in writing by Us.
5.4.5 The Reseller shall ensure that Goods are stored, handled, packaged, labelled, shipped, and delivered in a safe, lawful, and commercially reasonable manner and in accordance with all applicable laws, export controls, customs requirements, carrier requirements, product documentation, and any instructions issued by Us.
5.4.6 We shall not be responsible for any delivery commitment, shipping delay, failed delivery, damage in transit, customs issue, import charge, tax charge, insurance arrangement, return obligation, or other fulfilment obligation agreed between the Reseller and the End Customer, except to the extent caused directly by Us or expressly accepted by Us in writing.
5.4.7 Unless expressly authorised in writing, a Reseller shall have no authority to:
(a) bind Us to any agreement;
(b) enter into contracts on Our behalf;
(c) modify Our warranties or support commitments;
(d) make representations on Our behalf.
5.4.8 We reserve the right to refuse, suspend or terminate reseller status at Our sole discretion.
5.4.9 We may direct prospective customers to authorised Resellers operating within a particular territory.
6. Goods, Pricing and Availability
6.1
We make all reasonable efforts to ensure that all descriptions and graphical representations of Goods correspond to the actual Goods.
6.1.1
Images are for illustrative purposes only.
6.1.2
Packaging may vary from that shown.
6.2
Minor variations shall not constitute a defect.
6.3
You may be required to select model, configuration and quantity when ordering.
6.4
Stock availability indications are estimates only. Goods may be backordered or offered on a pre-order basis.
6.5
We may make minor changes to Goods to comply with legal, regulatory, technical or security requirements.
6.6
Where material changes affect your Order, We will notify you and provide an opportunity to cancel.
6.7
Prices may change from time to time but will not affect Orders already accepted.
6.8
If a pricing error occurs, We reserve the right to correct the error and offer you the choice of proceeding at the correct price or cancelling the Order.
6.9
You will be charged the price displayed at the time your Order is placed.
6.10 VAT, Taxes and Duties
Prices displayed on Our Site are exclusive of VAT, sales taxes, customs duties and similar charges unless expressly stated otherwise.
6.10.1
Goods delivered within the European Union may be supplied from Our Netherlands fulfilment operation and invoiced under EU VAT number NL828345053B01.
6.10.2
Goods delivered within the United Kingdom may be supplied from Our United Kingdom fulfilment operation and invoiced under UK VAT number GB131428934.
6.10.3
Business customers providing a valid VAT number may qualify for reverse-charge treatment or other VAT reliefs where permitted by law.
6.10.4
We reserve the right to verify VAT numbers and amend invoices where VAT treatment is found to be incorrect.
6.10.5
Import duties, local taxes, customs charges and similar fees remain the responsibility of the customer unless otherwise agreed in writing.
6.10.6
We reserve the right to recover VAT, penalties, interest and related costs arising from incorrect information supplied by the customer.
6.11
Delivery charges are calculated and displayed during checkout.
6.12 Reseller Pricing
6.12.1 Reseller pricing, discounts and commercial terms may differ from pricing displayed on Our Site.
6.12.2 Any reseller-specific pricing or discounts are confidential and may be amended by Us upon reasonable notice.
6.12.3 We reserve the right to refuse Orders placed by any Reseller that is no longer authorised by Us.
7. Orders – How Contracts Are Formed
7.1
Our Site will guide you through the ordering process.
7.2
You are responsible for ensuring that all information supplied is complete and accurate.
7.3
Your Order constitutes an offer to purchase Goods.
Acceptance occurs only when We issue an Order Confirmation.
7.4
Order Confirmations will include:
- Order Number
- Goods ordered
- Pricing breakdown
7.5
We may include a copy of the Order Confirmation with the shipment.
7.6
If We cannot accept your Order, We will notify you and refund any payment received.
7.7
Refunds will be made using the original payment method.
7.8
Reseller Orders
7.8.1 Orders placed by Resellers are deemed to be placed in the Reseller’s own name and account.
7.8.2 No contractual relationship shall arise between Us and any End Customer solely by virtue of the Reseller’s sale of Goods.
7.8.3 We reserve the right to verify reseller status before accepting any Order.
8. Payment
8.1
Payment must be made in advance.
8.2
Payments must be made in full without deduction or set-off.
8.3
Accepted payment methods include:
- Revolut Pay
- Google Pay
- Apple Pay
- Direct Bank Transfer
8.4 VAT Identification
Where a customer claims entitlement to VAT exemption, reverse-charge treatment or zero-rating, the customer shall provide a valid VAT number and supporting documentation reasonably requested by Us.
If such information cannot be verified, We may charge VAT at the applicable rate.
9. Delivery, Risk and Ownership
9.1
Goods will normally be delivered within 30 calendar days of Order Confirmation unless otherwise agreed.
9.1.1
Delivery dates are estimates only.
9.2
Risk passes in accordance with Clause 9.9 and the applicable Incoterms® 2020 rule specified on the Order Confirmation.
9.3
If delivery cannot be completed because no person is available to receive the Goods, the carrier will attempt redelivery or provide collection options.
9.4 In the unlikely event that We fail to deliver the Goods within 30 calendar days of Our Order Confirmation (or as otherwise agreed or specified as under sub-Clause 10.1), if any of the following apply you may treat the Contract as being at an end immediately:
9.4.1 We have refused to deliver your Goods; or
9.4.2 In light of all relevant circumstances, delivery within that time period was essential; or
9.4.3 You told Us when ordering the Goods that delivery within that time period was essential.
9.5 If you do not wish to cancel under sub-Clause 9.3 or if none of the specified circumstances apply, you may specify a new (reasonable) delivery date. If We fail to meet the new deadline, you may then treat the Contract as being at an end.
9.6 You may cancel all or part of your Order under sub-Clauses 9.3 or 9.4 provided that separating the Goods in your Order would not significantly reduce their value. Any sums that you have already paid for cancelled Goods and their delivery will be refunded to you within 14 business days. In either case, We will bear the cost of returning the cancelled Goods.
9.7 Delivery shall be deemed complete once We have delivered the Goods to the address including, where relevant, any alternative address you have provided.
9.8
Ownership of the Goods shall not pass until payment in full has been received.
9.9
Risk in the Goods shall pass in accordance with the Incoterms® 2020 rule specified on the Order Confirmation.
Unless otherwise agreed in writing, shipments are supplied on a DAP (Delivered At Place) basis under Incoterms® 2020.
9.10
Refunds will be made using the original payment method.
10. Faulty, Damaged or Incorrect Goods
10.1
We warrant that Goods shall for a period of one (1) year from delivery:
10.1.1
Conform in all material respects with their description;
10.1.2
Be free from material defects in design, materials and workmanship;
10.1.3
Be of satisfactory quality; and
10.1.4
Be fit for any purpose expressly stated by Us in writing.
10.2 If any Goods you have purchased do not comply, subject to sub-Clause 10.3 and your compliance with sub-Clauses 10.2.1 to 10.2.3, We shall, at Our option, repair the affected Goods, replace them, or issue you with a full refund for the price of the affected Goods. The following conditions shall apply:
10.2.1 You must give Us written notice of the non-compliance during the Warranty Period within a reasonable time of discovering it;
10.2.2 You must return the Goods in question to Us (see sub-Clause 10.6 for more information); and
10.2.3 You must give Us a reasonable opportunity to examine the Goods in question.
10.3 We will not be liable for any non-compliance with the provisions of sub-Clause 10.1 of any Goods if any of the following apply:
10.3.1 You have made any further use of the affected Goods after giving Us written notice of the non-compliance under sub-Clause 10.2.1;
10.3.2 The non-compliance has arisen as a result of your failure to follow Our instructions on the correct usage, maintenance, installation, storage or removed/broken/damaged warranty void labels of the affected Goods or, where no instructions are provided, your failure to follow good trade practice with respect to the same;
10.3.3 The non-compliance has arisen as a direct result of any information (incorrect or otherwise) provided by you to Us;
10.3.4 You have made any unauthorised alterations or repairs to the affected Goods; or
10.3.5 The non-compliance is the result of normal wear and tear, deliberate damage, negligence, or abnormal or unsuitable working conditions.
10.4 The terms of this Clause 10 shall also apply to any Goods which are repaired or replaced by Us under sub-Clause 10.2.
10.5 Except as provided in this Clause 10, We shall have no further liability to you with respect to Goods which do not comply with sub-Clause 10.1.
10.6 To return Goods under this Clause 10, you must first obtain a Return Merchandise Authorisation (RMA) from EV4 Limited by contacting info@dsdevices.com.
Products must be shipped to the return address provided by EV4 Limited when the RMA is issued.
Return shipping costs, responsibility for transit risk and reimbursement arrangements shall be governed by Our Refunds & Returns Policy in force at the time of the return.
Returns submitted without a valid RMA may be refused.
10.7 Refunds (whether full or partial) under this Clause 10 will be issued within 7 business days
10.8 Any and all refunds issued under this Clause 10 will include all delivery costs paid by you when the Goods were originally purchased.
10.9 Refunds under this Clause 10 will be made using the same payment method that you used when ordering the Goods.
10.10 Reseller Warranty Administration
10.10.1 Where Goods are supplied to a Reseller, the Reseller shall be the primary point of contact for its End Customers regarding warranty claims, returns and technical support unless otherwise agreed in writing.
10.10.2 The warranty set out in this Clause 10 applies to Goods supplied by Us to the Reseller and may be passed through to End Customers.
10.10.3 We shall have no direct contractual liability to an End Customer unless expressly agreed by Us in writing or required by applicable law.
10.10.4 Resellers shall not offer warranty periods, remedies, support obligations or service commitments on Our behalf that exceed those provided under these Terms of Sale without Our prior written consent.
10.10.5 Where a warranty claim is accepted by Us, Our sole obligation shall be to the purchasing customer or Reseller and not to any End Customer.
10.11 All returns, RMAs, shipping responsibilities, inspection procedures and refund processing shall additionally be governed by Our Refunds & Returns Policy as published on Our Site from time to time.
11. Our Liability
11.1
We shall not be liable for loss of profits, loss of business, interruption of business or indirect or consequential losses.
11.2
Except as expressly provided in these Terms of Sale and to the fullest extent permitted by applicable law, all warranties, conditions and other terms implied by statute, common law or otherwise are excluded.
11.3
Nothing in these Terms excludes liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;
- defective products;
- any liability which cannot legally be excluded.
11.4 Reseller Transactions
11.4.1 Where Goods are supplied through a Reseller, We shall not be responsible for any contractual obligations assumed by the Reseller towards an End Customer.
11.4.2 We shall not be liable for any representation, warranty, guarantee, service commitment or statement made by a Reseller that has not been expressly authorised by Us in writing.
11.4.3 Any dispute relating solely to the sale of Goods by a Reseller to an End Customer shall be resolved between the Reseller and the End Customer.
11.5 Liability Cap
11.5.1 Subject to Clause 11.3, Our aggregate liability arising under or in connection with any Contract shall not exceed the amount paid by the customer for the Goods giving rise to the claim.
12. Events Outside of Our Control (Force Majeure)
12.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.
12.2 If any event described under this Clause 12 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Sale:
12.2.1 We will inform you as soon as is reasonably possible;
12.2.2 We will take all reasonable steps to minimise the delay;
12.2.3 To the extent that We cannot minimise the delay, Our affected obligations under these Terms of Sale (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;
12.2.4 We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Goods as necessary;
12.2.5 If the event outside of Our control continues for more than 60 business days . Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible and in any event within 7 business days ;
12.2.6 If an event outside of Our control occurs and you wish to cancel the Contract as a result, please contact Us using the details below:
Email: info@dsdevices.com
Post:
EV4 Limited
KAD House
Portsmouth Road
Esher
Surrey KT10 9AD
United Kingdom
Please provide your name, address, email address, telephone number and Order Number.
Any refunds due as a result of such cancellation will be paid as soon as reasonably practicable and, in any event, within 7 business days.
13. Communication and Contact Details
Email: info@dsdevices.com
Postal Address:
EV4 Limited
KAD House
Portsmouth Road
Esher
Surrey KT10 9AD
United Kingdom
14. Complaints and Feedback
Complaints and feedback may be submitted to:
Email: info@dsdevices.com
For privacy-related matters:
Email: privacy@dsdevices.com
15. Data Protection
We will only use your personal information in accordance with Our Privacy Policy and Cookie Policy.
For privacy-related enquiries, please contact privacy@dsdevices.com.
16. Other Important Terms
16.1 We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms of Sale will not be affected and Our obligations under these Terms of Sale will be transferred to the third party who will remain bound by them.
16.2 You may not transfer (assign) your obligations and rights under these Terms of Sale (and under the Contract, as applicable) without Our express written permission.
16.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.
16.4 If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms of Sale. The remainder of these Terms of Sale shall be valid and enforceable.
16.5 No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.
16.6 We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms of Sale as they relate to your Order, We will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them. If you do opt to cancel, you must return any affected Goods you have already received, and We will arrange for a full refund (including delivery charges) which will be paid within 30 business days.
16.7
Intellectual Property and Branding
16.7.1 We retain all rights, title and interest in and to Our trademarks, logos, product names, trade names, documentation, software, marketing materials and other intellectual property.
16.7.2 Authorised Resellers are granted a limited, non-exclusive, non-transferable and revocable licence to use Our trademarks and marketing materials solely for the purpose of promoting and reselling the Goods.
16.7.3 Resellers shall comply with any branding guidelines issued by Us from time to time.
16.7.4 No ownership rights in any intellectual property are transferred to the Reseller.
16.8 Export Compliance
16.8.1 Customers and Resellers shall comply with all applicable export control, sanctions, customs and trade compliance laws.
16.8.2 We may refuse or cancel any Order where We reasonably believe that fulfilment would breach applicable export control or sanctions laws.
16.9 Entire Channel Relationship
16.9.1 Nothing in these Terms of Sale creates a partnership, joint venture, franchise, agency or employment relationship between Us and any Reseller.
16.9.2 A Reseller acts solely as an independent contractor.
16.9.3 A Reseller shall not represent itself as acting on behalf of or as agent for EV4 Limited.
17. Law and Jurisdiction
17.1
These Terms of Sale and any dispute arising from them shall be governed by and construed in accordance with the laws of England and Wales.
17.2
The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising from or connected with these Terms of Sale.