Terms and Conditions of Sale

1) General
These conditions shall govern all Contracts between the Company and the Purchaser for the Supply of the Company’s Products or services. Any additions, deletions or variations to these Conditions will only be of effect by prior agreement in writing between the Company and the Purchaser.

2) Property and Risk
For destinations in the UK, the Risk in production supplied by the Company shall pass to the Purchaser on receipt at a destination in the United Kingdom. Property in the goods shall pass when payment has been received in full.
For destinations outside the UK, Property and Risk pass to the Purchaser on despatch from the Company’s Warehouse or Supplier.

3) Carriage
A charge will be made on all shipments for Carriage and Packing. Special Deliveries made at Purchaser’s request will be charged at the full cost incurred.

4) Delivery
The company will use its best endeavours to despatch the products in sufficient time to enable its delivery promises to be kept. But neither the Company, nor its Servants, Agents or Suppliers shall be liable for failure to deliver, or delay in despatch or arrival of Products caused by circumstances (including act of Government, labour disputes, unavailability of materials, fire, flood, riots, civil disturbances, force majure) beyond control of the company.

5) Price
The price of the product supplied by the Company shall be the price ruling at the date of despatch. The company reserves the right to alter prices without notice. All prices are exclusive of VAT which will be charged at the prevailing rate at the date of dispatch.

6) Terms and Method of Payment
Unless progress payments have been previously agreed, pro-rata payments are due from the purchaser for work undertaken and/or shipments of materials made by the company.
If shipments are delayed by the Purchaser, payments are due from the date when the Company is prepared to make the shipment.
All invoices are due for payment without deductions within 30 days of date of invoice unless otherwise agreed in writing.
In the event of non-payment by the due date the Company reserves the right to all or any of the following at the Company’s discretion:
a) To suspend all deliveries until payment of all amounts outstanding (whether overdue or not) has been received.
b) To withdraw credit facilities
c) To charge interest on the overdue amounts at the rate of 4% above the base rate ruling at the date the amount became due or the Court rate, whichever is higher at the time, until actual payment, both before and after judgement.

7) Warranty
The Company will, at its option, unless otherwise agreed in writing, replace or repair free of charge, products which in its opinion have proved defective during normal and proper use within 12 months from date of despatch or handover provided:
a) The defect is shown to the satisfaction of the Company to be due to faulty workmanship or materials.
b) The purchaser notifies the Company of the defect with full details thereof within seven days of discovery.
c) The Purchaser returns the defective product or part, carriage paid and suitably packed, in accordance with the direction given by the Company at the time of notifying the defect.
d) The product or part has been used and maintained properly and carefully in accordance with any instruction issued by the Company.
e) After 90 days where the Customer requires Vidionics to visit the site for repair or replacement of Vidionics equipment, engineers travelling and on-site time will be charged at the rate current at the time of the visit, if no maintenance contract is in force.
f) Lamps and consumables are excluded from warranty.

8) Liability
Subject to clause 7:
The Company shall not be liable for any loss or damage (whether direct, indirect or consequential) however arising, suffered by the Purchaser.

9) Returns
No products may be returned without the Company’s prior consent. Where products are alleged not to conform to specification, full details must be given. Products surplus to requirements or not otherwise required and in original condition, may, at the option of the company, be returned carriage paid within 90 days of invoice date for Credit of invoice value less a re-stocking charge of 35%.

10) Cancellation
In the event of an order being cancelled, the Company requires the Purchaser to pay all costs incurred by it up to the date of cancellation.

11) Intellectual Property
The sale of products and the publication of any information or technical data does not imply freedom from patent or other rights in respect of an application of the Products by the purchaser, and the seller accepts no liability from infringement of such rights. The Purchaser shall indemnify the Company and its Suppliers against all Royalties and other payments in respect of any Patents, Registered Designs, or other rights, which may be claimed as a result of goods being made according to the designs or specifications supplied by the Purchaser. The Purchaser shall indemnify the Company and its Suppliers against all expenses and costs in connection with any infringement of any patent or registered design or other right in the manufacture, use or sale of such products.

12) Specification
The specification and drawings relating to the stated price for delivery of the solution functionality shall represent the basis of the contract. All brochures, data sheets and manuals contained within the proposal are intended to represent a guide to the nature of the component products used therein. The company reserves the right to alter, amend or withdraw component products replacing them with alternatives, without affecting the solution functionality or integrity, at any time, without notice.

13) Quotations
Quotations will be valid for a period of 30 days from the date of submission and represent no obligation until the Company accepts the Purchaser’s Official Order duly signed by a responsible official.

14) Email Orders
The Company will not accept verbal orders but will accept Email Orders on the following
Conditions:
Company and such account is not overdue.
b) The Purchaser will provide a Purchase Order Number or other reference number which will ensure that payment will not be delayed by the reason of lack of authentication reference in the Purchaser’s organisation.
c) The Purchaser will follow up his email order with a written order clearly marked “CONFIRMATION OF EMAIL ORDER”.
d) In the event of the order being duplicated by reason of the Purchaser’s failure to comply with the above condition 14c, the Purchaser will accept the duplicated shipment or incur a cancellation charge.

15) Storage
Where delivery is delayed for reasons attributable to the Purchaser, storage or other additional costs will be charged to the purchaser and the Products will be at the Purchaser’s risk. The Company reserves the right to invoice the Products on the original delivery date which shall also be the date of commencement or warranty, and terms of payment (see condition 6).

16) Law and Jurisdiction
All contracts subject to these conditions shall be governed in all respects by the laws of England and subject to the jurisdiction of the English Courts’.