VISION MULTIMEDIA
SYSTEMS TERMS AND CONDITIONS OF SALE
1 Definitions
1.1 The Buyer means the account applicant or person who buys or agrees
to buy goods from the seller.
1.2 The seller means Vision
Multimedia Systems.
1.3 Conditions means the conditions of sale set out in this document or
sales invoice and any special conditions agreed in writing by the seller.
1.4 Goods means any goods or services offered for sale by the Seller from
time to time.
2 Conditions
2.1 These conditions shall apply to all contracts for the sale of goods
by the seller to the buyer to the exclusion of all other terms and conditions
including any which the buyer may purport to apply under any purchase
order, confirmation of order or similar document.
2.2 No variation or addition to these conditions shall be effective
unless agreed in writing by the seller.
2.3 No contract for the sale of goods shall arise until the seller
despatches the goods to the buyer or the buyer notifies the seller in
writing of its acceptance of the sellers quotation (whichever shall first
occur).
2.4 Acceptance of delivery of goods shall be deemed conclusive evidence
of the buyer’s acceptance of these conditions.
2.5 Nothing in these conditions shall affect the statutory rights of
any consumer.
3 Prices
3.1 The price shall be that on the seller’s current list price (or
if applicable, the price contained in the seller’s quotation).
3.2 The seller reserves the right to revise prices prior to despatch
of goods to reflect any direct or indirect increase in costs to the seller
but if the price has been paid in full prior to despatch no price revision
may take place without the prior written agreement of the buyer.
3.3 All prices are exclusive of VAT and charges for packing, postage
and carriage plus VAT which shall be paid in addition.
3.4 In the case of consumer sales, payment must be made in full before
despatch of any goods.
3.5 In the case of other sales, payment is due in full on the terms
of credit agreed which shall not be more than 30 days from the date of
invoice. Time for payment shall be of the essence and any failure to pay
shall entitle the seller at its option to treat the contract as repudiated
by the buyer or to delay delivery until paid (in addition to any other
remedy).
3.6 If any act or proceedings shall be commenced in which the buyer’s
solvency is concerned, all moneys under any transaction covered by these
conditions shall become immediately due and payable.
4 Interest
on Overdue Invoices
4.1 Interest on overdue invoice shall accrue from the date when payment
becomes due from day to day until the date of payment at 2% per calendar
month both before and after judgment.
4.2 All invoices shall be paid in full free from any deduction for
any set off, counterclaim or otherwise howsoever.
5 Warranty and
Liability
5.1 The seller warrants that the goods will be at the time of delivery
correspond to the description given by the seller. Except where the buyer
is dealing as a consumer (as defined in the unfair contract terms act
1977, section 12) all other warranties, conditions or terms relating to
fitness for purpose, merchantability or condition of the goods, whether
implied by statute, common law or otherwise are excluded and the buyer
warrants that the buyer is satisfied as to the suitability of the goods
for the buyer’s purpose.
6 Delivery
6.1 Whilst every reasonable effort shall be made to keep to any
delivery date, time of delivery shall not be of the essence and the seller
shall not be liable for any losses, costs, damages or expenses incurred
by the buyer or any other person or company arising directly or indirectly
out at any failure to meet any estimated delivery date.
6.2 Unless otherwise agreed the seller may deliver by installments
and in such case each installment shall be treated as a separate contract
and any delay, default or non delivery in respect of any installment by
the seller shall not entitle the buyer to cancel the remainder of the
contract.
6.3 Failure by the buyer to pay for any installment or delivery when
due shall entitle the seller to withhold further deliveries and the buyer
shall be liable for any costs incurred by the seller relating to such
goods which the seller is then entitled to withhold.
6.4 Delivery of the goods shall be made to buyer’s address and the
buyer shall make all arrangements necessary to take delivery at the goods
whenever they are tendered for delivery.
7 Ownership and
Risk
7.1 The risk in goods shall pass to the buyer when a contract is
made but kept at the seller’s premises at the buyer’s request.
7.2 The seller remains the owner of the goods affected by the contract
until the seller has been paid in full for such goods,
7.3 If any payment due under these conditions is overdue in whole or
in part, the seller may without prejudice to any of its other rights recover
and/or resell the goods or any of them and may enter the buyer’s premises,
with his permission hereby confirmed as a condition of contract, by its
servants or agents to recover the goods and the buyer shall be liable
for all the sellers costs of so doing.
7.4 If the buyer is a consumer and properly rejects any of the goods
which are not in accordance, with the contract the buyer shall nonetheless
pay the full price for such goods unless the buyer promptly gives notice
at rejection to the seller and at the buyers cost return such goods to
the seller in good condition.
7.5 In the case of any other sale the buyer shall inspect the goods
immediately upon delivery and shall notify the seller within five days
of delivery if the goods are damaged or do not comply with the contract.
If the buyer fails to do this, he is deemed to have accepted the goods.
7.6 Any goods in respect of which any claim for defect or damage is
made shall be preserved by the buyer intact together with the original
packing at the buyer’s risk and:
Retained by the buyer for a reasonable period to enable the seller or
its agent to inspect or collect the goods or At
the sellers option returned by the buyer to the seller at the buyers cost
if the goods are in fact defective.
8 Cancellation
Returns
8.1 No contract shall be cancelled nor shall any goods, which are
in accordance with the contract, be returned without the prior written
approval of the seller and on terms to be determined at the absolute discretion
of the seller.
Unless the seller at its discretion decides otherwise, if the seller agrees
to accept the return of any such goods, then:
(a) A goods return number (RMA) obtained from the seller must be clearly
shown on the returned parcels
(b) The goods to remain at the buyers risk in all respects until received
by the seller. The buyer will be liable for the cost at remedying any
damage to the goods returned where such damage has, in the opinion of
the seller, been caused by the goods being inadequately packaged by the
buyer or through the buyers fault.
(c) The seller reserves the right to make a handling and restocking
charge of 25% or £10 whichever is greater on goods which are returned
if they were ordered in error or are no longer required.
9 Force Majeure
9.1 The seller will not be under any liability whatsoever in the event
that the seller is prevented or delayed from supplying or making delivery
of any goods by any reason or cause beyond the seller’s control.
10 No waiver
10.1 The sellers failure to insist upon strict performance of
any provision of these conditions shall not be deemed to be a waiver of
its rights or remedies in respect of any present or future default of
the buyer in performance of compliance with any of these conditions.
11 Liability
Except as may be implied by law where the buyer is dealing as a consumer,
in the event of any breach of these conditions by the seller the remedies
of the buyer shall be limited to damages which shall in circumstances
not exceed the price of the goods and the seller shall under no circumstances
be liable for any indirect, incidental or consequential damages.
The seller makes no warranty or representation
that any goods supplied by it are or will be Year 2000 compliant and any
terms or conditions which may be implied by Common Law, Statute or otherwise
to the contrary are hereby excluded to the fullest extent permitted by
law. The seller shall have no liability whether in contract, tort (including
negligence) or otherwise to the buyer for any loss, damage, costs, claims
or liabilities whatsoever incurred or suffered by the buyer which relate
or ore attributable either directly or indirectly to any goods supplied
by the seller to the buyer not being Year 2000 compliant, save to the
extent that we have given specific written advice. For this purpose, goods
are not Year 2000 compliant if either their performance or functionality
is adversely affected by the advent at the year 2000.
12 Dispute
12.1 In the event of dispute between the buyer and the seller,
should the seller request in writing the buyer agrees to submit the dispute
to arbitration in accordance with the arbitration action for the time
being in force as a legally binding alternative to court action.
These conditions shall be construed in accordance with English law.