Terms & Conditions of Trading
All sales made by us are subject to these standard terms & conditions, except where agreed otherwise in writing. We do endeavour to offer the best possible service so if you have a problem with a product our our service, please contact us immediately so that we can try to rectify it as soon as possible.
DEFINITIONS : "Our" and "Us" refers to the seller (vendor) whose trading style appears on your order and invoice. "You" and "Your" refers to the original company, organisation or individual who purchases goods and/or services directly from us. "Reseller" OR "Dealer" refers to any person or company who purchases items for resale onto a third party. "Consumer" refers to any person who is acting for purposes which are outside his trade, business or profession for non-commercial purposes. "Represented Vendor" refers to any brand or manufacturer who CMS Distribution are appointed to represent, for example 'DrayTek Corp.'.
YOUR RIGHTS. You and We are protected by statutory (legal) rights, according to the laws of England and Wales or any European Legislation which applies in England. Where statutory legislation exists, or new legislation comes into force, your and our statutory rights are not affected by anything within these terms, and those rights take precedence over these terms. Where any part of these terms and conditions is over-ridden by legislation, all other terms still apply.
- PRICE: All prices quoted exclude carriage and VAT which will be charged at applicable rates and added to the order total. Delivery of the Products shall take place Free Carrier CMS Distribution’s warehouse (Incoterms 2020). Unless explicitly requested and agreed in writing, method of carriage will be at our discretion. Any costs omitted or corrections on your invoice will be invoiced/credited/charged later. You must notify us promptly if you are not billed the correct amount. In the case of credit/debit card orders, should the full amount not be charged immediately, the balance is payable by you on demand. All advertised/advised/published pricing is subject to change at any time without notice (though, not after an order has been accepted by us). If a price has risen or is shown on your order lower than the correct price, we will advise before proceeding, though this may delay your order pending your confirmation.
- ONLINE ORDERING: Where an order is placed online (though our web site or other electronic means) the order confirmations issued or the charging of your credit/debit card do not indicate or confirm acceptance of your order by us. An order has only been accepted by us once it has been verified and fully processed. Where a technology failure, pricing mis-configuration or other error causes an order to be submitted erroneously (i.e. contrary to our current pricing) such orders shall not be accepted. Any entitlement to special offers or other discount must also be stated at the time of ordering and cannot be applied retrospectively. Where a discount has been applied in error, contrary to its terms or otherwise not valid, it will be removed and the transaction must be cancelled or the difference paid.
- PAYMENT : We accept payment by cash (in person, by arrangement), cleared cheque, cleared banker's draft, BACS and most credit/debit cards. Credit card transactions may sometimes be subject to a handling fee, but you will be notified of this before any such charge is made. If a trade credit facility is offered, payment must reach us according to the agreed terms; your continued credit account will only be maintained if settlement is reliable and prompt. Official orders from government/educational and other official bodies are welcome, subject to acceptance.
- OVERDUE PAYMENT : We reserve the right to charge interest and compensation fees on all overdue balances until the date payment is received in full in line with legislation relating to late payment of commercial debts. Interest is charged from the invoice date onwards if payment is not received within the agreed trade credit terms.
- DEBT RECOVERY COSTS : All costs, charges, overheads and expenses incurred by us in recovering any overdue or unpaid debt or incurred as a result of bad or bounced cheque/payment shall be paid by you.
- TITLE : All goods remain our property until such a time as they have been paid in full, as per all invoices issued by us for those goods and any included services. In such a case, title remains with us even if you have passed the goods to a 3rd party for consideration or otherwise. In the case of service subscription, service may be suspended pending payment of an overdue invoice however the full value of that invoice will still be due.
- DELIVERIES & TRANSIT DAMAGE : All deliveries we (or our agents) make will require a signature on delivery. You should check all contents immediately against both your order and the delivery note for any discrepancies and to check that all goods are present and correct (quantity and part/model number/ref). Any mis-ships, transit/packaging damage or shortages must be notified to us immediately. You must keep all packaging/contents in case it is needed in the event of a claim and ideally take photos. If a package appears to be damaged when received, the consignment must be signed for with a note to that effect.
- RETURNS : Before goods can be returned, whether for repair, replacement or refund, in order to ensure smooth and prompt handling, we must issue a RETURNS AUTHORISATION in order that we can track it accurately. Your carriage costs/charges are not refundable (except in specific circumstances) and you should use a suitably packed/insured/traceable carriage method. Items should be returned within seven (7) days of authorisation. Where the original purchase had the delivery charge waived ('Free Delivery'), you may be charged the delivery cost originally waived if you wish to return a non-fault item for refund. In some circumstances, we may also charge a restocking fee. In the case of DOA, mis-shipped units or receipt of the wrong quantity of goods, you should advise us as soon as possible but at the latest within 48 hours of receipt or as soon as is reasonably practical.
- YOUR RIGHT TO CANCEL : You may cancel any order before it has been processed or dispatched without cost and you will be refunded in full. If the item has been dispatched, please contact us to discuss the options as soon as possible. Consumers (non-business users) ordering by email/web/phone/fax/post which is to be delivered to them may cancel an order which is unwanted within seven days of receipt. Collection/delivery charges may be made by us and you must retain all goods complete, in their original condition and having taken reasonable care of them. See also section 8 above. Only certain products are covered by this term and it does not apply to goods purchased by businesses or good purchased for use in a business or trade. Your right of cancellation does not extend to products whose price is dictated by fluctuations in the financial market (e.g. products purchased in other currencies), second-user products, customised products, perishable products, products used in the course of your trade, profession or business, software, Audio/Video recordings or any other products or services which are not included in relevant legislation. You cannot cancel any contract for services carried out by us once they have been started, for example delivery/packing/handling charges. In order to cancel an order, you must ensure that we receive your notice within seven days. In order to avoid any misunderstanding or unnecessary cost, you are strongly advised to check with us before cancelling your order. Please obtain a returns authorisation before you send any goods back so that we can track/handle the return promptly and efficiently. When returning goods, you should use some suitably traceable/insured method (at your own cost). This section does not affect your statutory rights or apply to faulty goods.
- WARRANTIES, SUPPORT & PRODUCT LIABILITY : All new goods sold by us are covered by a 'return to base' (RTB) warranty of minimum 12 months to the original purchaser (varies by manufacturer), or as required by applicable law. Used products (including refurbished, second-hand and ex-demo products) will vary. Examine the specific product's warranty for details of what type of faults or breakdowns are covered. For any warranty claim, you must have your original invoice showing the product's serial number. Any extended warranty offered by a manufacturer beyond the 12 months does not form part of your contract with us, though we may offer to handle it on the manufacturer's behalf. Do not attempt to repair, modify or open any product or use any unapproved accessories as this will invalidate the warranty. You will need your proof of purchase (invoice) for all support/warranty issues. The warranty runs from the original invoice date onwards. If a fault does develop or is found, this must be notified to us promptly. We endeavour to provide technical support and online facilities to assist/enhance your usage of the products purchased from us, however such supply/provision is provided as a courtesy only and not included in your contract with us and may be withdrawn or refused at any time. Goods must be returned to the appropriate service centre under RMA authorisation. CMS Distribution are not responsible for any consequential loss, for example but not limited to any expense incurred in returning, removing or (re)installing the product or by the loss of utility of the product when it fails or whilst it is being serviced.
- GOODS SUITABILITY : It is your responsibility to ensure that the correct goods and correct model are ordered for your purposes, based on any advice and specifications we provide. Please refer to our web site or the vendor's local web site (i.e. that specific to your country) to confirm specification or obtain documentation, in order to allow for any local/regional variations in product. We make may some goods available at special pricing for in-house dealer use; these goods are sold as 'Not for Resale' for dealer use only and may not be resold to a 3rd party or provided to them as part of any other service or transaction or be used for 3rd party infrastructure.
- CREDIT CHECKING / VALIDITY : We reserve the right to liaise with credit reference and other agencies with regard to your status and submit information accordingly and in line with relevant legislation. Such agencies may keep a record of our enquiry. We also reserve the right to refuse any unexecuted order, without giving a reason. Certain products may only be available to qualifying persons or persons in particular geographical areas.
- TELEPHONE : Please be advised that for staff training purposes as well as your and our own security, we may record telephone calls to/from us and such recordings as well as any other emails may be supplied to law enforcement or our agents in the event of tort or suspected criminality.
- DELIVERY : Although we endeavour to process, dispatch and delivery orders promptly and on the day of receipt, no absolute guarantee can be given of any dispatch or delivery timescale, for example if there are exceptionally high volumes or the courier company has some problem or breakdown. Please contact us if you require confirmation that an order has been dispatched (though these may also be emailed automatically by our couriers or accounts department). Where a premium service is requested (e.g. AM delivery) our liability extends only to a refund of the premium should the delivery not be attempted during the time requested. "Working day" is Monday to Friday, excluding holidays or any other day on which we or our warehouse is closed. Deliveries may be made any time between 8am and 6pm. Our standard delivery service cover most parts of mainland UK; highlands, extended areas or offshore deliveries have different charges. It is vital that you provide the correct address, in as much detail as possible, including a complete postcode. A signature is required for all deliveries. If the address or postcode you give is incorrect, a delivery is refused or you request a re-routing from the original destination (via us or directly to the courier), you may be charged for any re-routing or return costs at our standard carriage rates (unless the error is ours). Any such charges will be charged to your account or original payment method. Any refused delivery
- ASSIGNMENT : We reserve the right to transfer any debt to us or other elements of our contract with you, or other liabilities in part or whole to a third party, any such assignment or transference will maintain all existing contractual terms. This may include the use of a factoring or other finance company for the assignment of your debt to us. All existing liabilities from us to you, and vice versa will remain valid, including any warranties or service agreements.
- PRIVACY : When placing an order or otherwise engaging with us, we require various personal details from you as well as automatically submitted metadata. It is important that you supply all details correctly in order that we can validate orders and communicate efficiently. We do not disclose any personal details to any third parties except in connection with expediting/processing your orders or providing you with information. These policies exclude any disclosure which we are required by law to make, tort investigation, crime prevention, legal action or any issues relating to product or customer safety.
- DEALER STATUS : CMS Distribution maintain the list of authorised dealers (resellers). You or your customers can confirm your authorised dealer status by contacting us. Your authorised status may be withdrawn at any time, with 30 days notice or in the case of a breach of these terms or conduct likely to bring CMS Distribution or its represented vendors into disrepute or damage the brands or where your actions are considered by us to be incompatible with dealer status, immediately. Dealer status is non-transferrable (to another company or person) or to any other legal trading entity. Where a dealer permits another entity (i.e. another company or a member of staff not acting in official company capacity) to order at discounted pricing via any means, such discount will be invalid and full pricing is payable.
- SPAM : Spam (unsolicited email send to persons who you do not have a direct commercial or personal relationship with) is unacceptable. CMS Distribution and its represented vendors cannot be associated with such companies as that could have an adverse affect on us by association. As an authorised dealer, you are prohibited from sending out any bulk email other than to people/companies with whom you have an existing relationship or other persons/companies who have specifically agreed to receive emails from your organsiation. If we suspect that you are involved in spamming, we may require clarification and explanation from you.
- USE OF MATERIALS : As an authorised dealer, you are granted non-exclusive permission to use materials from www.draytek.co.uk in your own web pages or printed marketing materials limited to and for the specific purpose of promoting and selling DrayTek products. You may not use materials from the web site 'support' section (including materials below www.draytek.co.uk/support or www.support.draytek.co.uk, www.draytek.co.uk, anything protected by password access or anything from the support knowledgebase). The trademarks of CMS Distribution’s represented vendors (including names and logo) may be used only for the promotion of their products. You may not re-use or re-distribute any PDF or multimedia materials without written authorisation. For clarification on these issues, please contact us. In all web usage, each web page using our material must include a clearly visible copyright notice acknowledging our ownership, or that of any third party.
- TRADING STYLE : In being appointed a reseller for CMS Distribution, you must trade and operate in such a style that your status is clear; that you are an entity independent or CMS Distribution or its represented vendors and not act in any way that, in our opinion might give rise to confusion by the customer, another dealer or the general public. In particular, you may not suggest that you are part of the CMS Distribution organisation (or that of the represented vendors) or connected in an official or legal sense, other than as a registered and authorised dealer. It must be clear that all trade that you undertake with 3rd parties is your responsibility. This requirement also relates to the usage of the represented vendor's name in your company trading style or names you use in any online activity. It is prohibited to use the trademarks in your company name or trading style.
- REPRESENTATION AND REPACKAGING : If you resell used goods, you should make it clear to the purchaser that the goods are used and that the manufacturer's new warranty or service provisions shall not apply. The unit should be checked for damage and any missing parts. In respect of replacing parts, particularly those connected to mains voltage, you should use only manufacturer supplied official parts as these have been extensively tested for performance, safety and reliability. To do otherwise could present danger to the user or cause damage to the main unit. Except where authorised specifically in writing, you may not advertise or resell goods branded by the represented vendors which have been modified, repackaged or had parts or accessories added or removed from the standard retail offering. This includes the modification or removal of any labelling or markings. In particular, the replacement of standard accessories which have not been approved or supplied by CMS Distribution or the represented vendor and which could have an effect on the operation, safety, reliability or performance of the product is not permitted. Where any additions or repackaging has occurred, a suitable, prominent and clear warning and notice to the customer, affixed permanently to the packaging should be applied advising the customer of any such change to the packaging or content, identifying who has administered and is responsible for the repackaging and noting that the modified or repackaged unit will not be covered by local warranty or service provisions of the manufacturer. Such repackaging may also be prohibited by law and action will be taken where any misrepresentation or repackaging has taken place.CMS Distribution warrant that all products which they supply are original products, with appropriate licence(s) and suitable for sale within the market into which we supply. In all cases, CMS Distribution's liability shall extend only to the refund of the amount paid for the item less an appropriate amount taking into account the time elapsed since purchase (and the assumed use made of it) and no consequential costs incurred or imposed upon the customer. You may not use vendor's trademarks to promote, advertise or otherwise represent any product which is not wholly produced by that vendor (including any supplied accessories) or where the product has been unofficially modified (unless such modification or provision of unauthorised or non-original accessories are made clear).
- INTELLECTUAL PROPERTY PROTECTION & CONFIDENTIALITY : As a dealer or consumer, you may be provided with various materials, price lists and other items which are not intended for the public domain. It is also possible that information is passed to you in error. In all such cases, you must maintain confidentiality and not pass or make such materials or their content available to third parties.
- GDPR Compliance : CMS Distribution recognises the protections provided by European GDPR (General Data Protection Regulation) legislation in relation to personal information and is committed to complying with all requirements therein, including the identification and location of personal data and protection thereof. Internal operating processes have been reviewed and privacy impact assessments conducted to ensure compliance in our role of data processor. CMS Distribution complies with notification requirements in the event of a notifiable data breach. All personal data is processed and accessible only where necessary, proportionate, non-excessive locally or in the cloud and not transferred outside of the EU or to any country which does not have adequately recognised protections. If you use 3rd party methods to communicate with us or transfer material (e.g. email or cloud providers), such services do not fall under our control. Data subjects may request copies of their personal data, request corrections and erasure (subject to retention required or necessary in law). "Personal Data" is defined as that which relates to an identifiable natural person. Any queries on this policy or data requests should be directly to the currently appointed data protection officer. CMS Distribution also recognises the law in relation to modern slavery and adheres to all local regulations, reporting requirements and seeks assurances from any 3rd party suppliers of the same. We hold data for the purposes of administering service and products to you including the sale of products/service, responding to your enquiries and our marketing activities. Information may also be used for legal compliance, dispute resolution, business requirements, statutory reporting, protecting our assets, IP and personnel and enforcing agreements. Information held may include your name, your company name, your email address, details of enquiries you make to us, emails, payment history, purchase and service history. Information will be shared with 3rd parties in the provision of service to you, for example for technical support or delivery or implementation of goods and services.
- MODERN SLAVERY ACT : In accordance with section 54 of the Modern Slavery Act 2015 (the MSA), as an organisation we undertake to maintain all such provisions and look to our major suppliers to provide similar assurance of same.
BY PLACING AN ORDER WITH US, YOU ARE BOUND BY THESE TERMS UNLESS AGREED OTHERWISE BY US IN WRITING. THESE TERMS ARE SUBJECT TO PERIODIC CHANGE WITHOUT NOTICE. PLEASE CHECK FOR CURRENT VERSION. YOU SHOULD KEEP A COPY OF THESE TERMS.
©2022 Revision 3.0