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VOHKUS LIMITED STANDARD TERMS AND CONDITIONS OF SALE

1. DEFINITIONS

1.1 “Customer” means the person(s), frm, business or company who purchases the Products from Vohkus.

1.2 “Contract” means any contract between Vohkus and the Customer for the sale and purchase of Products arising pursuant to the delivery of an Order Acknowledgement by Vohkus to the Customer incorporatng these Standard Terms and Conditons and any applicable Special conditons.

1.3 “Force Majeure” means any act or circumstances beyond Vohkus’ reasonable control.

1.4 “Order Acknowledgement” means Vohkus’ writen acceptance of order in the form of an order acknowledgement, whether delivered by email or otherwise, and containing any Special Conditons.

1.5 “Products” means goods or services agreed in the Contract to be supplied to the Customer by Vohkus.

1.6 “Special Conditons” means all specifc conditons relatng to the supply of Products to the Customer (including, but not limited to, descriptons, prices, place and date of supply) contained in or referred to in the Order Acknowledgement. If there is a conflict between these Standard Terms and Conditons and the Special Conditons then the Special Conditons shall prevail.

1.7 “Third Party Sofware” means all sofware owned or licensed to the Customer by a third party owner and which comprises part of the Products.

1.8 “Vohkus” means Vohkus Ltd whose principal place of business is situated at Centurion House, Barnes Wallis Road, Segensworth, PO15 5TT.

2. QUOTATIONS

2.1 Any quotaton made by Vohkus is subject to Vohkus obtaining satsfactory credit and payment references in respect of the Customer. A quotaton shall, unless otherwise stated therein,remain open for acceptance for 14 days only afer which tme it shall lapse and cease to be binding on Vohkus. Every quotaton is subject to: revision by Vohkus for errors and omissions: increase in price in accordance with conditon 3.1 below and: the provision of Products of a similar or equivalent nature as may be agreed with the Customer.

3. PRICES

3.1 Prices are based on current costs and charges for the Products at the date of quotaton or at such earlier date as may be specifed by Vohkus. Prices may be increased by Vohkus to take into account any change in such costs or charges for Products. Confrmed purchase orders shall be invoiced at the price in effect at the tme of Vohkus’ acceptance of the order.  Unless otherwise agreed prices exclude delivery charges, any taxes including VAT, duty, levy or credit card payment fee.

4. DELIVERY

4.1 Delivery of the Products shall be deemed to take place when they are despatched by or on behalf of Vohkus. Risk of loss or damage to Products shall pass to the Customer at the tme of delivery.

4.2 Any delivery date given by Vohkus for delivery is given as an estmate only and Vohkus shall in no event be liable for delays in delivery. Vohkus will use all reasonable endeavours to despatch the Products for next working day delivery afer receipt of the order. Time shall not be of the essence for delivery of any order between Vohkus and the Customer.

4.3 Vohkus is not responsible for delay or failure to deliver due to causes beyond its reasonable control, including but not limited to fre, flood, act of God or insolvency of sub-contractors or suppliers or inability to obtain products, licenses or services from third party suppliers.

5. DELIVERY CHARGES

5.1 All transportaton, packing and transit insurance costs will be payable by the Customer in additon to the price for the Products unless otherwise agreed with Vohkus.

6. TRANSPORTATION

6.1 Vohkus shall, in the absence of agreement to the contrary, be enttled to use any method or means of transportaton.

6.2 Vohkus may despatch the Products in multple shipments.

6.3 Risk of the loss of the Products shall pass to the Customer on delivery.

7. STORAGE

7.1 If Vohkus does not receive from the Customer sufcient instructons to enable it to despatch the Products within 7 days afer notfying the Customer that the Products are ready for despatch Vohkus shall be enttled to arrange storage of the Products, either at its own premises or elsewhere, on the Customer’s behalf and all charges for storage, insurance, transport or demurrage (including Vohkus’ charges for storage and incidental expenses) shall be payable by the Customer. The Products shall be deemed to have been despatched and the risk therein shall be deemed to have passed to the Customer on the date of despatch.

8. CANCELLATION OF ORDERS

8.1 In the event of any cancellaton by the Customer of all or part of an order less than 72 hours before the estmated delivery date the Customer shall, if so required by Vohkus, pay to Vohkus a cancellaton charge equal to 25% of the order value with a minimum charge of £25.

8.2 Orders for Products specifcally made for the Customer are not able to be cancelled.

9. RETURNS

9.1 If the Customer rejects non-defectve Products the Customer shall, at the discreton of Vohkus, pay a re-stocking charge equal to 25% of the order value with a minimum charge of £25.

9.2 Returns will only be accepted if: (a) prior writen approval has been obtained from Vohkus; (b) the request for the return is made within 14 days of the receipt of the Products; (c) the Products are properly packed to preserve their conditon whilst in transit and; (d) the Products are in the manufacturer’s original packing, are in a saleable conditon and any sofware packages or seals have not been opened.

10. PAYMENT

10.1 Unless specifcally agreed in writng all amounts owing by the Customer to Vohkus shall be paid by the end of the month following the date of the invoice.

10.2 The Customer shall make no deducton of any type from such payments unless it has a valid court order requiring an amount equal to such deducton to be paid by Vohkus to the Customer.

10.3 Vohkus may invoice the Customer at any tme afer the Products have been despatched and Vohkus reserves the right to invoice the Customer for Products delivered in instalments afer each such instalment has been despatched.

10.4 Time for payment shall be of the essence and failure of the Customer to make full payment by the due date shall enable Vohkus, without prejudice to any other right or remedy available to it, to suspend or cancel any further deliveries to the Customer and to suspend or cancel any order then existng between Vohkus and the Customer.

10.5 Vohkus shall be enttled to charge interest on any invoiced amount which is not paid by the Customer on the due date at a rate of 4% p.m. above the base rate of Lloyds Bank plc.

10.6 The Customer must notfy Vohkus in writng of any errors within the invoice within 7 days of the date of the invoice.

10.7 The Customer’s credit limit may be amended or withdrawn without prior notce.

10.8 The Products are at the risk of the Customer from the tme of delivery.

10.9 Ownership of the Products shall not pass to the Customer untl Vohkus has received in full (in cash or cleared funds) all sums due to it in respect of the Products and all other sums which are or which become due to Vohkus from the Customer on any account.

10.10 Whilst ownership of the Products remain with Vohkus, the Customer shall:

10.10.1 hold the Products on a fduciary basis as Vohkus’ bailee;

10.10.2 store the Products (at no cost to Vohkus) so that they are readily identfable as the property of Vohkus;

10.10.3 not destroy, mark or obscure any identfying label or packaging on or relatng to the Products;

10.10.4 maintain the Products in satsfactory conditon insured on Vohkus’ behalf for their full price against all risks to the reasonable satsfacton of Vohkus. On request the Customer shall produce the policy of insurance to Vohkus; and

10.10.5 hold the proceeds of the insurance referred to in Conditon 10.10.4 on trust for Vohkus and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.

10.11 The Customer may resell the Products in the ordinary course of business at full market value and the Customer shall hold such part of the proceeds of sale as represent the amount owed by it to Vohkus on behalf of Vohkus and the customer shall account to Vohkus accordingly.

10.12 The Customer’s right to possession of the Products shall terminate immediately if it becomes subject to any of the insolvency circumstances identfed in Conditons 13.3 to 13.8.

10.13 Vohkus shall be enttled to recover payment for the Products notwithstanding that ownership of any of the Products has not passed from Vohkus.

10.14 The Customer grants Vohkus, its agents and employees an irrecoverable licence at any tme to enter any premises where the Products are or may be stored or used in order to inspect them or, where the Customer’s right to possession has terminated, to recover them.

11. WARRANTY

11.1 Any warranty offered by the Product manufacturer will be passed onto the Customer.

11.2 Vohkus does not warrant that the Product purchased by the Customer is compatble with the Customer’s own hardware or sofware. The Customer is advised to contact the manufacturers direct to ascertain compatbility of hardware and sofware.

11.3 Vohkus’ sole obligaton under this Conditon 11 shall be at its opton to repair or replace the Products or any part thereof. Vohkus’ liability under this Conditon 11 shall be in lieu of any warranty or conditon, express or implied, whether by statute or otherwise.

11.4 The Customer shall carefully inspect the Products on delivery and Vohkus shall not be liable for the delivery of faulty Products unless writen notce is given to Vohkus within 7 days of the date upon which the Products were delivered or, in respect of latent defects not apparent on immediate inspecton, within 7 days of the date upon which the defect was discovered. Time shall be of the essence in respect of the notfcaton of all claims.

11.5 Vohkus reserves the right to require that all faulty Products be returned to Vohkus. In that event Vohkus shall pay the cost of carriage by normal means on returned products and the repaired or replacement Products will be delivered free of charge by Vohkus to the locaton from which the faulty Products were despatched to it.

12. LIMITATION OF LIABILITY

12.1 Subject to Conditon 11, the following provisions set out the entre fnancial liability of Vohkus (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in respect of any breach of these Conditons and any representaton, statement or tortous act or omission, including negligence arising under or in connecton with the Contract.

12.2 All warrantes, conditons and other terms implied by statute or common law (save for conditons implied by secton 12 of the Sale of Goods Act 1979) are, to the fullest extent permited by law, excluded from the Contract.

12.3 Nothing in these Conditons excludes or limits the liability of Vohkus for death or personal injury caused by Vohkus’ negligence or fraudulent representaton.

12.4 Subject to Conditons 12.2 and 12.3:

12.4.1 Vohkus’ total liability in contract, tort (including negligence or breach of statutory duty), misrepresentaton or otherwise, arising in connecton with the performance or contemplated performance of this Contract shall be limited to the Contract price; and

12.4.2 Vohkus shall not be liable to the Customer for any indirect or consequental loss or damage (whether for loss of proft, loss of business, depleton of goodwill or otherwise), costs, expenses or other claims for consequental compensaton whatsoever (as of costs) which arise out of or in connecton with the Contract.

13. TERMINATION

13.1 Without prejudice to any other rights to which it may be enttled under the Contract Vohkus may give notce in writng to the Customer terminatng the Contract with immediate effect if:

13.2 The Customer commits a material breach of any of the terms of the Contract and, if such breach is capable of remedy, fails to remedy that breach to the reasonable satsfacton of Vohkus within 30 days of being notfed of the breach;

13.3 An order is made or a resoluton is passed for the liquidaton, winding up or dissoluton of the Customer (otherwise than for the purpose of reconstructon or amalgamaton);

13.4 An encumbrancer takes possession or a receiver is appointed over any of the property or assets of the Customer;

13.5 The Customer enters into a moratorium under the provisions of the Insolvency Act 2000;

13.6 The Customer makes any voluntary arrangement with its creditors or becomes subject to an administraton order;

13.7 The Customer otherwise becomes subject to the insolvency laws in any jurisdicton; or

13.8 The Customer ceases, or threatens to cease, to carry on business.

14. FORCE MAJEURE

14.1 Neither party will be liable for any delay in performing or failure to perform its obligatons under this agreement due to any cause outside its reasonable control. Such delay or failure will not consttute a breach of this agreement and the tme for performance of the affected obligaton will be extended by such period as is reasonable.

15. ASSIGNMENT

15.1 The Customer cannot assign any Contract without the prior writen consent of Vohkus.

15.2 Vohkus may without consent assign or sub-contract all or any of its rights and obligatons under a Contract.

16. NOTICES

16.1 All notces which are required to be given under this agreement will be in writng and will be served on the other at its principal place of business.

16.2 All such notces may be delivered personally by frst class prepaid leter or electronic mail or facsimile transmission and will be deemed to have been received:

16.3 By hand delivery - at the tme of delivery.

16.4 By frst class post - 48 hours afer the date of mailing.

16.5 By facsimile or electronic mail transmission- immediately on transmission provided a confrmatory copy is sent by frst class pre-paid post or by hand by the end of the next business day.

17. WAIVER AND SEVERANCE

17.1 Any indulgence granted by Vohkus to the Customer and any failure by Vohkus to insist upon strict performance of these Conditons shall not be deemed a waiver of any of Vohkus’ rights or remedies nor be deemed a waiver of any subsequent default by the Customer.

17.2 The invalidity, illegality or unreasonableness in whole or in part of any of these Conditons shall not affect the validity of the remainder of such Conditons or these Conditons.

18. INTERPRETATION

18.1 Headings have been included for the convenience only and will not be used in construing any provision in the agreement.

19. ENTIRE AGREEMENT

19.1 This Contract is the complete and exclusive statement of the Contract between the partes relatng to the subject mater of the Contract and supercedes all previous communicatons, representatons and arrangements writen or oral. The Customer acknowledges that no reliance is placed on any representaton made but not embodied in this Contract. The printed terms of conditons of any purchase order or other correspondence and documents of the Customer issued in connecton to this Contract will not apply unless expressly accepted in writng by Vohkus.

19.2 Except as otherwise permited by this Contract, no change to its terms will be effectve unless it is in writng and signed by persons authorised on behalf of both partes.

20. GOVERNING LAW

20.1 These terms and conditons shall be governed in accordance to the laws of England and Wales and each party agrees to submit to the exclusive jurisdicton of the courts of England and Wales.