Terms & Conditions - Sold Secure - Security Product Testing &...

Sold Secure Standard Terms and Conditions of Work

All research, testing, services or project work of any kind (hereinafter referred to as “the project”) carried out by Sold Secure is carried out subject to the following terms and conditions. If any proposal made by Sold Secure for the carrying out of the services is accepted by a client of Sold Secure (the Client) then such acceptance shall be deemed to include the acceptance of the following terms to the exclusion of any other terms including conditions, warranties or representations written or oral, expressed or implied, even if contained in any of the client’s documents which purport to provide that the client’s own or some other terms shall prevail. Any order placed by the Client with Sold Secure is accepted on the basis of the following terms and conditions only.
Unless previously withdrawn, any offer made by Sold Secure is open for acceptance within thirty days only from the date thereof, and is subject to confirmation by Sold Secure at the time of acceptance. Where the Client is required to supply components, information, data, drawings, equipment, rigs, or instruments sufficient of these must be supplied in time to enable Sold Secure to proceed with the project forthwith, otherwise Sold Secure shall be at liberty to amend the price to cover any variation in cost due to the delay which may take place after acceptance.
Unless otherwise stated in the offer, the prices quoted are approximate and are given for guidance purposes only. Sold Secure will endeavour to work within the authorised financial limit but reserves the right to make charges based on the actual cost of the project. If at any time it becomes clear that the project cannot be completed within the authorised financial limit Sold Secure will notify the Client and limit expenditure to the authorised amount pending further instructions from the Client. In the event of the suspension of the project by the Client’s instructions, or lack of instructions, any extra expenses thereby incurred will be charged to the Client.
The price quoted or accepted by Sold Secure shall be deemed to be exclusive of all duties and taxes in respect of the project and exclusive of any export and/or import duties on any goods involved in the project, all of which duties and taxes shall be paid by the Client. (In particular, attention is drawn to the fact that projects for UK clients are generally subject to VAT).
Full payment is due within thirty days of Sold Secure’s Invoice unless otherwise expressly agreed in writing. In the case of a Client resident outside the United Kingdom, payment will, if so required by Sold Secure, be made by confirmed irrevocable letter of credit issued by a Bank acceptable to Sold Secure (all charges for the Client’s account). The Client shall pay interest at the rate of four percent per annum above the base lending rate of National Westminster Bank Plc, calculated on a day-to-day basis on each invoice from the due date of payment to receipt of cleared funds.
If, by reason of any rise or fall in the cost of materials, fuel, power, overheads equipment, labour, or transport, or of conforming to any Act of Parliament or any order, regulation, or bye-law made with statutory authority by Government Departments or by local, or other authorities after the date of quotation the cost to Sold Secure of performing its obligations under the contract shall be increased or reduced, then a fair and reasonable estimate of the amount of such increase or reduction shall be added to or deducted from the contract price as the case may be, provided that no account shall be taken of any amount by which any cost incurred by Sold Secure has been incurred by Sold Secure’s default or negligence
Where the period for the carrying out of the contract is to exceed, or is likely to exceed, one month Sold Secure shall be entitled to seek interim payments from the Client, and such payments shall be on account of the price quoted or accepted by Sold Secure.
Where the Client requires Sold Secure to carry out work or provide services in addition to those agreed between the Client and Sold Secure such additional work and services shall be supplied to the Client in accordance with these terms and conditions at the current rate at the date at which the additional work or services are agreed.
All times for completion of the project stated in the contract are approximate only and are given without commitment. Subject to the foregoing, Sold Secure shall use reasonable endeavours to effect performance by the stipulated time or, if no such time is stipulated, within a reasonable time. But Sold Secure shall be under no liability for any loss or damage whatsoever arising directly or indirectly out of delay in or lateness of performance, whether due to the fault of Sold Secure or not, nor shall such delay or lateness be a breach or repudiation of the contract.
Sold Secure shall be entitled, without liability on its part and without prejudice to it other rights, to determine the contract or any unfulfilled part thereof, or at its option to effect partial performance, if performance is prevented hindered or delayed, whether directly or indirectly, by reason of war, civil commotion, government restrictions, pandemic or epidemic, lock-outs, strike, mutiny, fire, ice, transport difficulties, accidents or stoppage to works, none or restricted availability or late delivery of fuel, power, or raw materials, difficulties with or non-performance by any supplier or sub-contractor or any other cause whatsoever beyond the reasonable control of Sold Secure, whether such case existed or was foreseeable at the date of the contract or not.
Sold Secure does not guarantee that the product of any research or other work will be satisfactory for the purposes of the Client. Any liability of Sold Secure to a Client arising out of a breach of contract and/or negligence or otherwise in respect of any one particular contract shall be limited to the maximum sum of £1,000,000 including all legal and other costs incurred by the Client in relation to any claim or claims that are brought under the contract.
Except as herein provided, it is expressly agreed that no representation, condition or warranty, expressed or implied, statutory or otherwise is given or deemed to be given by Sold Secure in respect of the work carried out for the Client.
All equipment, materials, and apparatus supplied by the Client or on his instructions is to be delivered to and collected from Sold Secure’s testing facility by the Client or his agent free of all charge to Sold Secure. Such equipment, material or apparatus will remain at the risk of the Client at all times. The Client shall collect or arrange for the storage of any equipment supplied by the Client or on his instruction within thirty days after completion of testing. In case of default by the Client, Sold Secure reserves the right to arrange for storage and to charge the Client with all storage and handling costs incurred. In the event that equipment, materials, or apparatus remain uncollected 30 days after availability for collection, Sold Secure reserves the right to dispose of the equipment, materials, or apparatus as it thinks fit without recompense to the Client. Tested samples that have passed test will be disposed of directly following test, unless a written request for sample return is received upon application. Samples that have failed test will be stored for 3 months, and disposed of directly thereafter, unless the product passes a retest within the 3 months; it will then be disposed of. Sold Secure reserve the right to donate and/or utilise any untested samples for the purposes of crime prevention, unless a written request for return is received upon application.
All descriptions, drawings, illustrations, particulars of weights and measures, ratings, standards, performance figures, specifications or their descriptive matter given at the Project Proposal stage, verbally or in writing, whether or not contained in a contract document, are approximate only, are given without liability and shall not form part of the description of the project, goods, or services. Further, the content of any catalogues, price lists, advertisements or other published matter are intended to present a general idea of Sold Secure’s goods and services and none shall form a part of the contract or be considered a collateral warranty or a representation inducing the same.
The final product of any work developed or arising in the course of the carrying out of any work or other project for the Client shall remain the property of Sold Secure until the full performance or satisfaction of the obligations of the Client hereunder, whereupon the same shall become the property of the Client. The Client shall until such time hold the same confidential and shall not divulge the same to, or use the same for the benefit of, any other person.
Notwithstanding his rights under paragraph 15 the Client shall not in any publication or publicity material at any time make use of any report or statement issued by Sold Secure, nor any extract therefrom, nor refer to the fact that any product or process has been the subject of a contract with Sold Secure in any publication or publicity material without the express written permission of the Managing Director of Sold Secure. Such permission shall not be unreasonably withheld.
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
This agreement (together with the documents referred to in it) constitutes the entire agreement between the parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
All non-public, confidential or proprietary information of Sold Secure, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, "Confidential Information"), disclosed by Sold Secure to the Client, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential", in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by the Client without the prior written consent of Sold Secure. Confidential Information does not include information that is: (i) in the public domain; (ii) known to Customer at the time of disclosure; or (iii) rightfully obtained by Customer on a non-confidential basis from a third party. The Client agrees to use the Confidential Information only to make use of the Services and Deliverables. Sold Secure shall be entitled to injunctive relief for any violation of this Section.
Sold Secure may terminate this Agreement with immediate effect upon written notice to the Client, if the Client: (a) fails to pay any amount when due under this Agreement [and such failure continues for [X] days after Customer's receipt of written notice of non-payment]; (b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
These standard terms and conditions cannot be varied save with the written consent of an Executive Director or the Company Secretary of Sold Secure.
This agreement and any dispute or claim arising out of or in connection with its subject matter or formation (including noncontractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Acceptance of these Terms & Conditions also extends to agreeing to abide by the items highlighted in SS00 (see link below)

SS00-2025 Sold Secure Product Approval

In the event that Sold Secure incur any costs relating to the shipping of products for testing then we as the customer agree to pay an admin fee to cover the costs associated with this.

(In order to avoid incuring costs Sold Secure recommend that you clearly state the items sent for testing have Zero value and that they are being shipped for testing to destruction.)