Terms and Conditions

Interpretation

The definitions and rules of interpretation in this condition apply in these conditions.

“Contract”

the Order and the Client’s acceptance of the Order;

“Goods”

any goods agreed in the Contract to be collected by ShP from the Client including but not limited to mobile phones, Ink and Toner Cartridges, Laptop and Desktop Computers and associated Peripherals (including any part or parts of them);

“Order”

Client’s written instruction to collect the Goods, incorporating these conditions;

“Client”

the person, firm or company who issues ShP with an Order to collect

“ShP”

ShP Limited a company incorporated and registered in England and Wales with registered number 4736549 whose registered office is at The Old Reebok, Southgate, White Lund Industrial Estate, Morecambe, LA3 3PB

“Collection”

ShP’s acceptance to collect Goods from the Client
based on criteria set forth within clause 11 of  the Contract

Formation of Contract and Term

1.1  No addition alteration or substitution of these conditions will bind ShP or form part of any
Contract unless they are expressly accepted in writing by a person authorised to sign on
ShP’s behalf.

1.2 Each Order for Goods to be collected from the Client shall be deemed by ShP as an instruction to collect Goods subject to these conditions and no Order shall be accepted until ShP has deemed the order suitable for a collection either expressly by giving notice of acceptance, or impliedly by fulfilling the Order, in whole or in part accepts the offer. Acknowledgement of an Order must be made by signing the duplicate Order, enclosed with it, and the duplicate must be received by ShP within three days of receipt by The Client of an Order. Should The Client allow collection of Goods by ShP or perform any part of The Clients obligations under this Contract in accordance with an Order without such an acknowledgment, this shall of itself be deemed an acceptance falling within this paragraph.

1.3  The Clients and ShP’s statutory and common law rights express and implied are unaffected
by these terms

1.4  This Contract and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be governed by and
construed in accordance with English law and the parties submit to the exclusive jurisdiction
of the English courts.

1.5  Subject to any variation under condition 1.1, these conditions are the only conditions upon
which ShP is prepared to deal with the Client and they shall govern the Contract to the entire exclusion of all other terms or conditions. No terms or conditions endorsed upon, delivered with or contained in the Client’s acknowledgement or acceptance of Order, specification or similar document shall form part of the Contract and the Client waives any right which it otherwise might have to rely on such terms and conditions.

1.6  Subject to condition 1.6, the rights and obligations passing hereunder shall continue for a
period of 12 months from the date of this Contract and after that shall continue on a rolling 12 month contract priced at the prevailing rate for the equivalent service unless the
Contract is terminated by one of the parties giving to the other not less than 3 months’
notice.

1.7  Either party may terminate this Contract with immediate effect if the other party: (a)
commits a material breach of any of the conditions and such breach is not remedied within
30 days of receipt of notice of such breach; or (b) becomes insolvent, is dissolved or
liquidated, makes a general assignment for the benefit of its creditors, files or has filed
against it a petition in bankruptcy, has a receiver or administrator appointed or ceases
business.

2.  Delivery

2.1  The Goods shall be made available and identified for Collection on any working day in the 5
weeks following the date of an Order during normal business hours unless previously
arranged otherwise.

2.2  Until ShP are able to collect the Goods The Client will store the Goods, safeguard them and
take all reasonable steps to prevent their deterioration until collection. After Collection or
delivery of the Goods, ShP shall safeguard the Goods and take all reasonable steps to
prevent their deterioration.

2.3  ShP’s signature, given on any delivery note, or other documentation, presented for signature
in connection with delivery of the Goods, is evidence only of the number of packages
collected. In particular, it is no evidence that the correct quantity or number of Goods has
been delivered or that the Goods delivered are in good condition or of the correct quality.

2.4  The Client warrants to ShP that the Goods that are the subject of an Order will conform to
the description and quantity of Goods stated in such Order. Determination of the description
and quantity of Goods supplied will be the sole responsibility of ShP and will be conducted in
accordance with condition 3.

3.  Specifications, quality tests, rejection

3.1  All of the Goods will be inspected by ShP and valued by ShP in accordance with ShP’s
published price grades (as vary from time to time) as follows:-

- WORKING      - fully working and will power up
- NON-WORKING     - non-working functions; cracked screens, broken
aerials, missing buttons, speaker / volume faults etc.
- BEYOND ECONOMICAL REPAIR  - crushed, water damaged, broken or bleeding LCD’s etc.

3.2  The condition/grade fixed by ShP’s inspectors as in condition 3.1 above will be notified to The Client within 14 working days of collection by ShP.

3.3  Goods collected by ShP Limited are not deemed as waste as the goods are reused or
refurbished. Goods that after inspection are found to be beyond any economical repair
including any parts are stored temporarily under exemption T11 of the Waste
Management Licensing Regulations.

3.9  ShP Limited has the following authorisations or accreditations:
-  ISO 14001 and 9001 – cert no LRQA 4002347
- IS0 27001 – cert no S114
-  T11 exemption Waste Management  – cert no NCC/059445/2011
-  AATF approved – cert no WEE/KD0006ZT/ATF
-  DCF approved – cert no 262A703
-  Waste Carrier License – cert no LAN/495252

Should the terms of any such authorisation or accreditation be varied or amended during the term
of these conditions, ShP shall notify The Client of any such variation or amendment.

4.  Property and risk

4.1  Property and risk in the Goods shall pass to ShP, when they are delivered or collected in
accordance with condition 2.1. Such passing of property and risk shall be without prejudice
to any right of rejection arising under these conditions.

4.2  The Client warrants that The Client owns the Goods prior to delivery and The Client is entitled to allow ShP Collection and give good and unencumbered title in the Goods to ShP and shall indemnify and hold ShP harmless from all direct claims, costs, proceedings, damages and expenses (including reasonable legal and other professional fees and expenses) awarded against, or incurred or paid by, ShP by reason of any action brought by a third party against ShP as a result of a breach of this warranty by the Client.

4.3  Following the passing of property in the Goods to ShP. ShP have absolute discretion in
deciding the end use and user of the Goods, subject always to condition 8 below.

5.  Indemnities and limitation of liability

5.1  The Goods are second hand and accordingly ShP agree to accept the Goods in their current
state after having inspected and valued them in accordance with quality and fitness for
purpose. Accordingly, The Client gives no warranties in relation to the quality or fitness for
purpose either express or implied.

5.2  Any breach of data protection, confidentiality or privacy, including any breach of the
warranties given at conditions 8.3, by ShP will be notified to you immediately and
ShP shall indemnify you and hold you harmless from all claims and all liabilities, costs,
proceedings, damages and expenses (including legal and other professional fees and
expenses) awarded against, or incurred or paid by, Client as a result of a breach of this
warranty by ShP.

5.3  In no event will either party be liable for the other party’s lost profits, loss of data, or for any
special, indirect, incidental, consequential or punitive damages, however caused, on any
theory of liability and whether or not such party has been advised of the possibility of such
damages, arising under any cause of action and arising in any way out of this Contract.

6.  Assignment and subcontracting

6.1  The Client may not assign or transfer this Contractor part thereof to any other person
without ShP’s written consent.
6.2  The Client may not, without ShP’s written consent, subcontract this Contract or part thereof.

7.  Cancellation

If either The Client or ShP are delayed or prevented from performing ShP’s obligations under
an Order, by circumstances beyond the reasonable control of either Party (including without
limitation any form of government intervention, strikes and lock-outs relevant to an Order,
breakdown of plant or delays by subcontractors concerned) such performance shall be
suspended, and if it cannot be completed within two calendar months after the due date as
specified in an Order, such Order may be cancelled by either party. This condition can only
have effect if it is called into operation by the party wishing to rely on it giving written notice
to the other to that effect.

8.  Confidentiality and Privacy

8.1  Both parties will keep secret and will not use or disclose to any third party (except
employees accepting a like obligation of secrecy, and then only to the extent necessary for
the performance of this Contract) any and all information given by the other party in
connection with an Order, or which becomes known to a party through its performance of
work under this Contract. Neither party will mention the other party in connection with this
Contract, or disclose the existence of this Contract in any publicity material or other similar
communication to third parties without prior consent in writing of the other party.
Information given, obtained or which arises as a result of this Contract and/or an Order must
only be used for the purposes of this Contract and/or such Order and shall not be disclosed
or used by either party in any way without the prior written consent of the other party.

8.2  For the avoidance of doubt, information for the purposes of this condition 8 includes
without limitation personal data, databases, payment and delivery information, and any and
all information that is stored on any Goods prior to being reset and wiped, including any
information stored on any SIM or SD Card contained within the Goods prior to its
destruction.

8.3  ShP warrant to keep confidential and not to use or disclose to a third party without prior
written consent of the Client, any personal or other data contained in the Goods received
and/or any SIM or SD card contained therein. Any information obtained will be dealt with in
accordance with data protection laws and removed from any Goods and safely destroyed in
its entirety.

This condition 8 shall survive termination of these terms however arising.

9.  Data wiping and security policy

9.1  All Goods and electrical devices collected by ShP Limited, whether 14 day returns or
used products, as a matter of procedure to protect all previous users’ privacy are factory
reset and the inherent software upgraded. This results in the handset being wiped of the
following information (as applicable to the relevant handset):

• Contacts
• Phone logs
• Appointments
• Tasks
• Voice notes and recordings
• SMS messages
• Pictures
• Videos
• Application data
• Email
• Email attachments

In respect of PDAs or Blackberry devices, in addition to all of the above being wiped, ShP also
fully removes all email data, third party applications and IT policies.

9.2  In addition to resetting the mobile device to factory settings, ShP also arrange for a
complete software upgrade that wipes any remaining data from factory reset procedure to
replace the existing factory software with the latest software upgrade for the device. This
eliminates data from the device and from the physical phone memory.

9.3  Any SIM or SD card found will be securely destroyed by ShP.

9.4  ShP warrant that any information that is transferred to ShP’s systems as a result of the
above processes will be deleted and destroyed in accordance with condition 8 above.

9.5  Any Goods with Hard Drives, either platter or solid state, Will be full wiped and all data
destroyed using Blancco (this process will be performed until it is 100% successful up to a
maximum of 36 times) , any Hard Drives that after stringent testing have not been fully
cleansed will be permanently destroyed.

For any further information please contact; Craig Smith, Operations Director, 01524 580901

10.  Inspection and Audit

ShP shall, upon reasonable notice by the Client, allow the Client to conduct such audits and
inspections as it deems necessary to monitor ShP’s compliance with the Contract.

11. Collection criteria

ShP  reserve the right to fulfil a Collection should the Goods to be collected not conform to the levels  set forth within 11.1.

11.1  ShP will accept an Order for Collection from a Client when the Goods to be collected contain at least 20 primary items outlined in 11.2 as such:

11.2  Goods deemed to be Primary items by ShP are:

o Desktop PC with hard drive
o Laptop
o TFT Monitor

12.  Environmental Policy

ShP Limited’s policy is to ensure a majority of Goods are reused or refurbished to be reused back into the IT and Telecommunications markets throughout the world. Currently this figures stands at 97%. The remaining 3% are broken down for parts and/or recycled in the correct manner in line with the current WEEE Directive.

For more environmental information and accreditation certification please contact; Simon Walsh, Sales and Marketing Director, 01524 580693