Head Office: Irvin House, Icknield Way, Letchworth Garden City, Hertfordshire, SG6 1EF, England, UK
Telephone: +44 (0) 1462 473820
TERMS AND CONDITIONS OF SALE
All goods are supplied by us subject to these conditions, which supersede any earlier set of conditions appearing in our catalogues or elsewhere and which shall override any terms and conditions stipulated, incorporated or referred to by the Buyer whether in the order or in any negotiations.
Any quotation is offered subject to prior sale and shall be calculated against full quantities and I or as a package. Subject to this all orders are accepted for execution at prices current at the date of despatch. Prices are quoted ex-works and are subject to change or withdrawal without notice. Packing, delivery and insurance are charged extra. No discounts shall apply unless previously agreed by us in writing.
(2.1) Prices are expressed in the currency specified on the original quotation this could take the form of an Email, Fax or Telephone call ("Sell Currency") and must be paid in the Sell Currency.
(2.2) Prices, where expressed in the Sell Currency, are based on the specified exchange rate on the original quotation (if applicable) and in clause 3 below. Where prices are expressed in foreign currency, sales taxes such as VAT will be charged in the currency required by the applicable legislation, and where applicable will be converted to the currency required by the applicable legislation at the rate prevailing at the date of the original source currency invoice.
3. EXCHANGE RATE FLUCTUATIONS
The Seller will cover variations of up to +/-3% of the quoted exchange rate. Any variation greater than +/-3% between the quoted exchange rate and bank sell exchange rate at date of invoice shall be applied to the Buyer's account resulting in an extra cost in the event of a less favourable rate or a credit in the event of a more favourable rate. The Buyer accepts the bank sell exchange rate applicable at the date of the invoice as notified by the Seller.
Exchange rate information is provided by Oanda.com
Terms of payment are strictly cash with order unless a credit account has been established with us. Where a credit account has been established with us, payment must be made for each instalment of goods delivered in accordance with the payment terms stated on the respective invoice (whether goods delivered are the whole or only part of the goods ordered). We reserve the right at our complete discretion to refuse to establish a credit account for any Buyer, to refuse credit to any Buyer notwithstanding that a credit account may already have been established and to withdraw established credit account facilities. Without prejudice to our other rights. Interest, at two percent (2%) per calendar month (running from day to day) shall be payable on any payment which is more than 30 days overdue until actual payment. Notwithstanding any statement to the contrary by the Buyer, we shall be entitled in our absolute discretion to appropriate any payment received by us from the Buyer to or towards any indebtedness of the buyer with us. Whether under this or any other contract.
5. RE-SCHEDULING OF ORDERS
Where an order includes a delivery date or dates, these may be re-scheduled only with our specific written agreement. and in any event we will require not less than three months' prior written notice of any required re-scheduling. Any stockholding costs incurred as a result of any re-scheduling will be payable to us by the Buyer.
In the event of the cancellation of any order we reserve the right without prejudice to charge up to 100% of the order value of the items cancelled.
Any time or date quoted by us for delivery is given and intended as an estimate only. Whilst every endeavour will be made to meet an estimated time for delivery, we shall not be liable to make good any damage or loss whether arising directly or indirectly out of delay in delivery. We reserve the right to deliver by instalments against any order. Non-delivery must be reported immediately in writing to us within 3 days of the date of despatch. Where we tender delivery in accordance with the contract and the Buyer either refuses to accept delivery at that time or subsequently returns the goods without good cause, he shall be deemed to be in breach of the contract and we shall be entitled to treat the order or any relevant part of it as cancelled by the Buyer (without prejudice to any other rights we may have). All product collected by the customers designated carrier shall be deemed to have been delivered to the customer and to be the liability of the customer at the point of collection.
We will replace, free of charge, goods damaged or lost in transit provided the Buyer gives us written notification of such damage or loss within 3 days after delivery.
When the Buyer examines the goods before delivery is affected, the buyer shall have no further right to inspect on arrival other than to notify us of any loss or damage in transit. When the goods are delivered to the Buyer without any previous examination, the buyer shall inspect them immediately on arrival and shall within 3 days of such inspection give written notice to us of any matter of thing by reason of which he may allege that the goods are not in accordance with the contract. If the Buyer shall fail to give such notice the goods shall be deemed to be in all respects in accordance with the contract and the Buyer shall be bound to accept and pay for them accordingly.
Until the Buyer makes payment in full for the goods he shall at all times keep them in his possession and control and shall not remove them without our consent and will not sell or otherwise dispose of or deal with the goods. Legal and equitable ownership of the goods shall remain with us. Notwithstanding delivery thereof to the Buyer, until such time as the full price thereof (and any other monies payable hereunder) has been paid by the Buyer to us. Until such time, the Buyer shall have possession of the goods as Bailee. We will permit the Buyer to sell the goods on in the ordinary course of his business (either separately or as part of constructed products), but in that event the proceeds of sale thereof will be held by the Buyer as our Trustee to the extent of the Buyer's indebtedness to us. Pending any such sale. the Buyer will be obliged to keep the goods separate from his own goods until the property therein passes to the Buyer or until the same are sold on to a third party.
11. PASSING OF RISK
Notwithstanding that ownership of the same may remain with us, as from the time of the delivery of the goods to the Buyer.
12. MARKS AND NUMBERS
The Buyer shall not remove or otherwise interfere with the marks or numbers on any goods supplied by us.
If the Buyer makes default in any payment on the due date or is otherwise in breach of any of these terms, or if (being an individual) he commits an act of bankruptcy or has a receiving order made against him or (being a Company) enters into liquidation (whether compulsory or voluntary) or has a receiver or manager appointed of the whole or any part of its business or undertaking or if distress or execution is levied or threatened upon any of the Buyer's property, then in any such case (and without prejudice to any other rights we may have):-
(i) we shall be entitled to repossess and re-sell goods delivered to the Buyer and not paid for in full and for that purpose to enter upon the property in which they are situated.
(ii) we shall be entitled to suspend all further deliveries to the Buyer until the default is made good or to refuse to deliver any further goods to the Buyer and to re-sell any further goods ordered by the Buyer whether they are the balance of any order or the whole part of a further order.
(iii) the Buyer shall in any event be liable to make good to us our loss or profit on all such goods and all costs and expenses of repossession, storage, insurance and sale and to pay to us interest as provided above until actual payment.
14. DEFECTIVE GOODS
(a) If any goods are or become faulty or defective by reason only of defective materials or faulty workmanship we will (at our Option) either refund the price of the goods or replace or repair such goods provided
(1) the Buyer has notified us in writing with full particularity and where possible independent test evidence within 30 days of delivery and
(2) the Buyer has returned the faulty or defective goods to us within 90 days of delivery.
(b) The liability above is to the full extent the law allows in place of any other conditions or warranties whether express or implied as to the quality and fitness for purpose of the goods and
(c) Save as provided above and in Clause 18 we shall have no liability to the Buyer or any third party in respect of faulty or defective goods.
(d) All products are subject to their manufacturers warranty save where you have been notified to the contrary and should be subject to a batch check before use or installation onto equipment.
15. USE OF GOODS
The Buyer acknowledges that we act solely as a distributor of electronic products and that the Buyer is exclusively responsible for detailing the specification of all goods ordered from us, for ascertaining the use to which they will be put, and for determining their ability to function for that purpose. Accordingly (and without limiting the generality of the previous condition) we have no liability arising out of any advice given by us to the Buyer relating to its requirements in respect of any goods.
16. COMPUTER SOFTWARE
Where any goods supplied by us embody, include or contain computer program(s) and/or related documentation the copyright in which is owned by a third party, all rights and liabilities associated with the use and/or reproduction thereof will be subject to the terms of the applicable end user licence. To the exclusion of all liabilities and obligations on our part.
17. INTELLECTUAL PROPERTY
(a) the Buyer will indemnify us against all liabilities for infringement of third party intellectual property rights arising from our compliance with the Buyer's specific requirements regarding design or specification for the goods or arising from the use of the goods in combination with other products.
(b) except as aforesaid, we agree to defend any action or proceedings brought against the Buyer insofar as the same are based on a claim that any goods supplied hereunder infringe an United Kingdom intellectual property rights, provided we are notified immediately and in writing of such claim and are given all such authority, information and assistance as is necessary for proper defence of the same. Furthermore, we will indemnify the Buyer against all damage and costs awarded against the Buyer in respect of any such claim provided that the same does not arise solely by reason of the use of the goods in conjunction with other products or elements. In the event that all the goods or the use thereof (subject as aforesaid) are held to constitute an infringement of any United Kingdom intellectual property rights and the use is thereby prevented, we will at our own expense and at our option either procure for the Buyer the right to continue using the goods, or replace the same with a non-infringing product, or modify the goods so that they become non-infringing, or retake possession of the goods and refund the purchase price thereafter. Subject to the foregoing, we shall be under no liability to the Buyer for any loss, damage or injury, whether direct or indirect, resulting from any intellectual property right infringement by the goods.
In the event of the Buyer's insolvency we shall be entitled (in addition to any lien arising by law) to a general lien on all the Buyer's goods in our possession (although the same or some of them have been paid for) for any money due in respect of such goods or in respect of any general or particular balance or other money due from the Buyer to us, whether under the same or any other order.
(a) Subject to Paragraph d of this Condition, we shall not be liable to the Buyer for any indirect or consequential loss or damage of any kind whatsoever however arising.
(b) In any event subject to Paragraph d of this Condition our total liability shall not exceed the contract price as stated in our invoice.
(c) Irrespective of any claim against us all sums due to us from the Buyer will remain due and owing and the Buyer shall have no right to offset against sums due to us.
(d) Paragraphs a to c inclusive of this Condition shall not apply to loss or damage arising out of or in connection with death or personal injury or loss or damage for which liability cannot be limited or excluded by law; or
(e) This Condition shall survive the Contract.
20. FORCE MAJEURE
We shall be relieved of all liability for obligations incurred to the Buyer whenever, and to the extent of which the fulfilment of such obligation is prevented, frustrated or impeded in consequence of any statute, rules. regulations, orders or requisitions issued by any government department, council other duly constituted authority or by reason of any strikes. Combination of workmen. Lockouts, breakdown of plant, accident, civil commotion, war, force majeure or any other cause beyond our control.
These conditions and the contract and all matters pertaining thereto shall be governed by English law, and the English courts shall have jurisdiction in relation thereto.
TERMS AND CONDITIONS OF PURCHASE
"Buyer" means VTM (UK) LTD or any wholly owned subsidiaries or associated companies. "Seller" means the person, firm or company to whom the Purchase Order is addressed and any employees. sub-contractors or agents of said person, firm or company. "Goods" means the materials, articles, works and services described in the Contract. "Purchase Order" means the Buyer's Authorised Purchase Order having these General Conditions of Purchase on its reverse or attached to it or referring to these General Conditions of Purchase on its face. "Order Amendment" means the Buyer's Order Amendment or series of Order Amendments, each Order Amendment having precedence over any earlier Order Amendment. "Contract" has the meaning given in Condition 2 below. "Price" has the meaning given in Condition 3 below. "Sale of Goods Act 1979" shall mean the Sale of Goods Act 1979 as amended by the Sale and Supply of Goods Act 1994. "Supply of Goods and Services Act 1982" shall mean the Supply of Goods and Services Act 1982 as amended by the Sale and Supply of Goods Act 1994.
The Seller agrees to sell and the Buyer agrees to purchase the Goods in accordance with the Contract. The Contract shall comprise (in order of precedence): any Order Amendments, the Purchase Order, these General Conditions of Purchase, any other document (or part document) referred to on the Purchase Order. The Contract shall not include any of the Seller's conditions of sale, notwithstanding reference to them in any document. However. should this Contract be held by a court of competent jurisdiction to include the Seller's terms and conditions of sale then in the event of any conflict or apparent conflict these General Conditions of Purchase shall always prevail over the Seller's terms and conditions of sale. Delivery of Goods in response to a Purchase Order or Order Amendment shall be taken to imply that the Seller has accepted the terms and conditions of this Contract.
The Seller will sell the Buyer the Goods for the firm and fixed Price stated in the Contract.
Unless stated otherwise in the Contract the Buyer shall pay the Seller within Ninety (90) days of receipt of a correctly rendered invoice. The Seller's invoice must quote the full Purchase Order number. The Buyer shall not be held responsible for delays in payment caused by the Seller's failure to comply with the Buyer's invoicing instructions.
In addition to the other rights of cancellation under this Contract, the Buyer may cancel the Purchase Order and any Order Amendment thereto at any time by sending the Seller a notice of termination. The Seller will comply with any instructions that the Buyer may issue with regard to the Goods. If the Seller submits a termination claim then the Buyer will pay to the Seller the cost of any commitments, liabilities or expenditure which in the Buyer's reasonable opinion were a consequence of this Contract at the time of termination. The total of all payments made or due to the Seller under this Contract, including any termination payment, shall not exceed the Price. If the Seller fails to submit a termination claim within 3 months of the date of the Buyer's notice of termination then the Buyer shall have no further liability under the Contract.
(a) The Goods shall be properly packaged and secured and despatched to arrive in good condition at the time or times and the place or places specified in the Contract.
(b) If the Goods or any part of them are not delivered by the time or times specified in the Contract then the Buyer may by written notice cancel any undelivered balance of the Goods. The Buyer may also return for full credit and at the Seller's expense any Goods that in the Buyer's opinion cannot be utilised owing to this cancellation. This shall not affect any other rights that the Buyer may have.
(c) If the Seller or the Seller's carrier delivers any Goods at the wrong time or to the wrong place then the Buyer may deduct from the Price any resulting costs of storage or transport.
7. TRANSIT AND RISK
The Seller shall bear all risks of loss or damage to Goods despatched within the World until they have been delivered and shall insure accordingly
The Buyer shall have the right to inspect and to reject Goods that do not comply with the Contract. The Seller's sub-contracts shall reserve such right for the Buyer. Any inspection or approval shall not relieve the Seller from the Seller's obligations under this Contract.
9. OWNERSHIP OF THE GOODS
Ownership of the Goods shall pass to the Buyer on the earlier of when the Goods have been delivered (but without prejudice to the Buyer's right of rejection under this Contract) or if the Buyer makes any advance or stage payment, at the time such payment is made, in which case the Seller must as soon as possible mark the Goods as the Buyer's property.
10. RECOVERY OF SUMS DUE AND INSOLVENCY
a. Whenever under the Contract any sums of money shall be recoverable from or payable by the Seller or any subsidiary or associated company of the Seller they may be deducted from any sums then due, or which at any later time may become due to the Seller under this Contract or under any other contract the Seller may have with the Buyer.
b. If the Seller becomes insolvent or bankrupt or (being a company) makes an arrangement with the Seller's creditors or has an administrative receiver or administrator appointed or commences to be wound up (other than for the purposes of amalgamation or reconstruction) the Buyer may without replacing or reducing any other of the Buyer's rights terminate the Contract with immediate effect by written notice to the Seller or any person in whom the Contract may have become vested.
11. QUALITY AND DESCRIPTION
a. The Goods shall conform in every respect with the provisions of the Contract, be capable of all standards of performance specified in the Contract, be fit for any purpose made known to the Seller expressly or by implication and in this respect the Buyer shall rely on the Seller's skill and judgement, be new and not more than 18 months old (unless otherwise specified on the Purchase Order), not be pre programmed unless specified and be of sound materials and skilled and careful workmanship, be packaged in the manufacturers' original packaging (unless otherwise agreed), correspond with their description or any samples, specifications or drawings referred to in the Contract, be of satisfactory quality and comply with any current legislation.
b. The Seller warrants that it has clear title to all items furnished subject hereto and that they are free and clear of any encumbrances.
12. DEFECTIVE GOODS
The Buyer shall have the right to reject the Goods in whole or in part whether or not paid for in full or in part within a reasonable time of delivery if they do not conform to the requirements of this Contract. It is agreed that the Buyer may exercise the right of rejection notwithstanding any provision contained in section 11 or section 15A or section 30 (subsections 2A and 2B) or section 35 of the Sale of Goods Act 1979. The Buyer shall give the Seller a reasonable opportunity to replace the Goods with new Goods that conform with this contract, after which time the Buyer shall be entitled to cancel the Purchase Order and purchase the nearest equivalent goods elsewhere. In the event of cancellation under this condition the Seller shall promptly repay any moneys paid under the Contract without any retention or offset whatsoever. Cancellation of the Purchase Order under this condition shall not affect any other rights the Buyer may have. The Seller must collect all rejected Goods within a reasonable time of rejection or the Buyer shall return them to the Seller at the Seller's risk and expense.
The Seller shall promptly make good at the Seller's expense any defect in the Goods that the Buyer discover under proper usage during the first 12 months of actual use or 18 months from the date of acceptance by the Buyer customers whichever period shall expire first. Such defects may arise from the Seller's faulty design, the Seller's erroneous instructions as to use or inadequate or faulty materials or poor workmanship or any other breach of the Seller's obligations whether in this contract or at law. The aforesaid obligation shall survive acceptance and payment and shall run to the Buyer, its customers, their successors in title and shall not be deemed to be exclusive but shall be in addition to the Buyer's other terms of this order or at law or equity.
The Seller shall indemnify the Buyer against all loss, actions, costs, claims, demands, expenses and liabilities whatsoever including legal fees on a Full Indemnity basis (if any) which the Buyer may incur either at common law or by statute in respect of personal injury to or death of any person or in respect of any loss or destruction of or damage to property (other than as a result of any default or neglect of the Buyer or of any person for whom the Buyer is responsible) which shall have occurred in connection with any breach by the Seller of its obligations under this Contract or shall be alleged to be attributable to some defect in the Goods.
The Seller will indemnify the Buyer against any and all loss, costs, expenses and liabilities including legal fees on a full indemnity basis caused to the Buyer whether directly or as a result of the action, claim or demand of any third party by reason of any breach by the Seller of these conditions or of any terms or obligations on the Seller's part implied by the Sale of Goods Act 1979, by the Supply of Goods and Services Act 1982 or by any other statute or statutory provision relevant to the Contract or to Goods or work covered thereby, This indemnity shall not be prejudiced or waived by any exercise of the Buyer's rights under the Contract.
The Buyer's insurance for international purchase provides for US $50,000 per shipment and the Seller shall package its shipments to allow the Buyer to take best advantage of this cover. The Buyer will have no responsibility for lost or damaged packages exceeding these values.
14. INTELLECTUAL PROPERTY
With the exception of Goods made to the Buyer's design or instructions, the Seller warrants that neither the Goods nor the Buyer's use of them will infringe any patent registered design trade mark copyright or other protected right and undertake to indemnify the Buyer against all actions, claims, demands, costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any such right
15. ASSIGNMENT AND SUB-LETTING
The Contract shall not be assigned by the Seller nor sub-let as a whole. The Seller shall not sub-let any part of the Contract without the Buyer's written consent, but the Buyer shall not refuse such consent unreasonably, The restriction contained in this condition shall not apply to sub-contracts for materials for minor details or for any part of which the makers are named in the Contract. The Seller shall be responsible for all work done and Goods supplied by all sub-contractors.
16. MATTERS BEYOND CONTROL
In the event that we shall be delayed in or prevented from carrying out all or any of its obligations under a contract of sale of Goods as a result of any cause beyond its control including (but not by the way of limitation) war invasion hostilities civil war or common strikes lock-outs breakdown of plant storm flood, failure of third parties to deliver the Goods or provide services connected therewith or any cause it shall be relieved of its obligations and liabilities incurred under such contract in so far as and so long as the fulfilment of such obligations and liabilities is thereby prevented frustrated or impeded
A failure at any time to enforce any provision of the Contract shall in no way affect the right at a later date to require complete performance of the Contract; nor shall the waiver of the breach of any provision be taken or held to be a waiver of any subsequent breach of the provision or be a waiver of the provision itself.
Each of the provisions of these Terms and Conditions will be severable and distinct from one another and if anyone or more of those provisions (or any part thereof) is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.
Any communications or notices to be sent by the Buyer pursuant to the agreement shall not be valid unless sent in writing and transmitted either by recorded delivery, email or fax
These conditions and the contract and all matters pertaining thereto shall be governed by English law, and the English courts shall have jurisdiction in relation thereto.