In these conditions “VS Security Products” is VS Security Products Limited, having its registered office at Verity House, 2, Eastern Road, Aldershot, Hampshire, GU12 4TD, UK. And the “Purchaser” is an individual or company with whom VS Security Products contracts.
Disclaimer
The information contained in this website is for general information purposes only. The information is provided by VS Security Products Ltd. and whilst we endeavour to keep the information up-to-date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of or in connection with the use of this website.
Through this website you are able to link to other websites which are not under the control of VS Security Products. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.
Every effort is made to keep the website up and running smoothly. However, VS Security Products Ltd. takes no responsibility for and will not be liable for the website being temporarily unavailable due to technical issues beyond our control.
All orders are accepted by VS Security Products subject to Conditions of Sale set out below
1. GENERAL
These conditions shall prevail over any terms or conditions which the Purchaser may seek or have sought to impose. Any conditions in the Purchaser’s Order will be binding only so far as they are compatible with these Terms and Conditions and are expressly accepted by a Director of VS Security Products in writing. Clerical errors may be corrected by VS Security Products at any time.
2. PRICES
The prices quoted are Ex Works and exclude Value Added Tax. Any published list price shall be subject to revision without notice according to VS Security Products prices ruling at the time of delivery.
3. SETTLEMENT TERMS
Punctual payment is the essence of the Contract and the Purchaser will pay interest at the rate of 2% per month or part thereof of any overdue payments. Provided that the Purchaser has produced references which are in VS Security Products’ opinion are satisfactory Settlement Terms will be net 30 days from delivery. In all other cases payment shall be in advance upon submission by VS Security Products of a pro forma invoice
4. DELIVERY
All times quoted for delivery are from receipt from the purchaser of a written order to proceed. Unless otherwise agreed in writing any quoted delivery date shall only be an estimate thereof and shall not be essence of the Contract. Whilst all reasonable endeavours will be made to comply with estimated delivery dates VS Security Products does not accept any liability in respect of failure or delay in delivery. Where a Purchaser’s Order calls for a number of items VS Security Products reserves the right to deliver all or any as soon as they are available at VS Security Products’ premises and the Purchaser shall honour all statements presented in respect of such deliveries in accordance with the Settlement Terms. Notification to the Purchaser by VS Security Products that the goods are available for delivery to an independent carrier or to the Purchaser or his agent shall constitute delivery to the Purchaser. In all cases the carrier acts as Agent of the Purchaser.
5. EXPORT CONTROL
If the goods or components thereof are licensed by the US Government for ultimate destination within the United Kingdom and any other EEC Country then the goods may not be re-exported without the approval of VS Security Products in writing.
6. BUSINESS SALES/WEEE DIRECTIVE
VS Security Products is a business to business supplier. Product Price Lists and other product brochures produced by VS Security Products are intended for use by business customers and not consumers. By ordering, the Purchaser confirms that he, she or it wishes to obtain the Supplies for the purposes of his, her or its business and not as a consumer.
The Purchaser (not being a Consumer) agrees that where the Goods (being electrical equipment) became a waste in accordance with Directive 2002/96/EC (including any amendments and re-enactments thereof) and all applicable Member State implementing regulations and laws (together known as the “WEEE Directive”), they will bear the responsibility for ensuring, and financing all costs of collection, treatment, recovery and environmentally sound disposal of the Goods in accordance with the WEEE Directive. In addition the Purchaser (not being a Consumer) also agrees to bear responsibility for compliance with such requirements and financing all such costs in respect of any Goods (being electrical equipment) which are being replaced by Goods as a new equivalent product or as a new product fulfilling the same function. Additionally the Purchaser agrees to indemnify and hold harmless VS Security Products and any other person who is the producer of the Goods within the meaning of the WEEE Directive from all such costs referred to in this clause.
7. INSPECTION AND ACCEPTANCE
THE PURCHASER MUST INSPECT THE PRODUCTS as soon as is reasonably practicable after delivery and shall within 3 working days of delivery give notice to VS Security Products in detail of any defect in the Products or of any other complaint which the Purchaser may have in relation to the Products. Upon acceptance of the goods the Purchaser shall be deemed to acknowledge that the goods so accepted conform in all respects with the specification of the goods ordered. The Purchaser shall be deemed to have accepted the goods when they are delivered to him or his agent or carrier unless the Purchaser gives written notice to the contrary to VS Security Products within three working days of delivery. If the Purchaser fails to give such notice, the Products shall be conclusively presumed to be in all respects in accordance with the contract and free from any defect which would be apparent on reasonable examination and the Purchaser shall be deemed to have accepted the Products accordingly. The Purchaser acknowledges that VS Security Products does not write software comprised in Products sold by it and, accordingly, the Purchaser acknowledges that it is its sole responsibility to check (by the application of appropriate diagnostic software) for the presence of computer viruses in software comprised in Products before such Products are used or disposed of. In the event that the Purchaser establishes to VS Security Products’ reasonable satisfaction that the Products are not in accordance with the contract or are so defective, the Purchaser’s sole remedy in respect of such non-accordance or defects shall be limited as VS Security Products may elect to the replacement of the Products or refund of the purchase price or, where sums are owed by the Purchaser to VS Security Products, the issue of a credit note against the return of the Products.
THE PURCHASER MUST REFUSE PARCELS DELIVERED TO HIM IN A DAMAGED CONDITION.
In no circumstances shall VS Security Products be liable to compensate the Purchaser in damages or otherwise for non-delivery or late delivery of the Products or for any loss consequential or otherwise arising from non-delivery or late delivery.
8. CANCELLATION OF ORDER
If at any time the Purchaser cancels an order for goods or services which VS Security Products specifies to be “non-standard”, i.e. not detailed on the current price list, VS Security Products shall be entitled to claim as damages an amount equal to 75% of the value of the order. For standard goods or services damages would equate to 50% of the value of the order. These amounts the Purchaser agrees represents a genuine pre-estimate of VS Security Products’ loss. Upon the cancellation of any order, VS Security Products shall have the right to realise at its discretion after 60 days all monies, securities or goods pledged with or held by it on behalf of the Purchaser and to apply the proceeds in or towards the satisfaction of such claim for damages and the Purchaser shall have no claim whatsoever against VS Security Products in connection therewith.
9. PASSING OF PROPERTY AND RISK
The goods shall remain the sole and absolute property of VS Security Products as legal and equitable owner until such times as the Purchaser shall have paid to VS Security Products the agreed price. From delivery of the goods the Purchaser acknowledges that he is in possession of the goods solely as bailee for VS Security Products as shall as bailee insure and keep the same insured in the name of VS Security Products in their full reinstatement value in some reputable insurance office and indemnify VS Security Products for any uninsured loss thereof. For the purpose of recovering the goods VS Security Products may enter any premises where the goods are stored or where they are reasonably thought to be stored and may repossess the same. Until such time as the purchaser becomes the owner of the goods he will store them on his premises in a manner which makes them readily identifiable as the goods of VS Security Products. The Purchaser is licensed by VS Security Products to agree to sell VS Security Products’ goods subject to the express conditions that the entire proceeds thereof are held in trust for VS Security Products and are not mingled with other monies or paid into any overdrawn Bank Account and shall be at all times identifiable as VS Security Products monies. The Purchaser is licensed to use the goods in the manufacture of other goods provided that if the goods being the property of VS Security Products are mixed with goods being the property of the Purchaser or are processed with or incorporated therein the product shall be deemed to be the sole and exclusive property of VS Security Products.
If the goods being the property of VS Security Products are mixed with goods being the property of any person other than the Purchaser or incorporated therein the product thereof shall become or shall be deemed to be owned in common with that other person in proportion to the value of the constituent parts therein. The Purchaser is licensed by VS Security Products to agree to sell on the said product subject to the express condition hereinbefore mentioned in relation to the proceeds of sale thereof.
10. SPECIFICATION
All drawings, specifications and particulars of the goods submitted are approximate only. The descriptions and illustrations contained in catalogues, price lists and other advertising of VS Security Products are intended merely to present a general idea of the goods described therein and shall not form part of the Contract. Whilst every effort is made to ensure that the latest specification is available VS Security Products reserves the right to incorporate new features and to supply products which may not be strictly in accordance with the specification agreed upon, provided that any changes in specification shall not materially prejudice the performance of the goods.
11. FORCE MAJEURE
VS Security Products shall not be liable for failure to perform or delay in performance of any contract or for the loss or damage to goods directly or indirectly caused by force majeure to include acts of God, fire, theft, riot, war, embargo, strike, shortage of labour, delays in delivery of material by suppliers, prohibition or export or import, confiscation or any other occurrence (whether or not of a similar nature to those specified) beyond the control of VS Security Products. No consequences of any such event shall give rise to the recession of the Contract unless in the opinion of VS Security Products the contract becomes incapable of performance.
12. WARRANTY
a)
VS Security Products warrants that the goods will be of good quality and that VS Security Products has title to sell the same. VS Security Products’ warranty of workmanship (if provided) shall be effective from the date on which the goods were accepted in accordance with Clause 8 and limited to 12 months from despatch or such period as may be notified (“the warranty period”). During the warranty period VS Security Products will replace, free of charge, any part or parts of the goods which fail to function as a result of faults caused during their manufacture providing always that such faulty goods are returned carriage paid to VS Security Products’ premises. (See exceptions 12.c) and 12.d) below) The goods when repaired by VS Security Products will then be returned carriage paid to the Purchaser. VS Security Products shall not be liable under this warranty:
i) where the defect results from the goods being subjected to abnormal usage or where the defect is due to the act, neglect or default of anyone other than VS Security Products
ii) for the replacement or repair of the goods or part or parts thereof where such replacement, or repair becomes impossible as a result of force majeure or any other circumstances beyond VS Security Products’ control
iii) where the goods or any components or parts thereof are the subject of a separate guarantee given by a third party.
b) The Purchaser acknowledges that if he has not notified to VS Security Products any particular purpose for which the goods are required all express or implied warranties or conditions statutory or otherwise as to quality of or fitness for any particular purpose of the goods are hereby expressly excluded and VS Security Products shall not (except as set out above) be under any liability whatsoever in respect of defects in goods delivered or for any injury, damage or loss resulting from such defects from any cause whatsoever.
c) VS Security Products makes the following exclusions to the above warranty terms:
i) Any CD/DVD/BD drives or hard disk drives fitted to any new equipment will not be covered for any period longer than 12 months from the initial date of sale, even if extended warranties are in place.
ii) Print heads carry a limited warranty of 90 days or 20,000 prints whichever occurs sooner.
iii) Consumable items which are reasonably expected to be used up under normal usage such as ink cartridges and blank media are not covered by warranty.
d) Software is licensed “as is”. VS Security Products gives no warranty with respect to its quality or performance. VS Security Products cannot guarantee you uninterrupted service or the correction of any errors.
13. LEGAL CONSTRUCTION
Except where otherwise stipulated in writing the relations, arrangements and agreements between the parties shall be governed by the laws of England and all disputes which may arise under out of or in connection with any contract between VS Security Products and the Purchaser shall be submitted to arbitration by the London Court of Arbitration in accordance with its Rules for the time being in force. Service of any notices in the course of such arbitration to the address of the Purchaser given in the Contract shall be valid and sufficient. All references in the Terms and Conditions to the masculine gender shall be deemed to include the feminine and neuter genders. Failure or neglect by VS Security Products to enforce at any time any of the provisions hereof shall not be construed a waiver of VS Security Products’ rights nor in any way affect the validity of the whole or part of this contract nor prejudice VS Security Products’ rights to take subsequent action. The headings of the Terms and Conditions are inserted for convenience or reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Contract. In the event that any of these terms, conditions or provisions shall be determined invalid, unlawful or unenforceable it shall be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
14. STERLING PROTECTION
Any quoted or listed sterling prices are subject to variation in the rate of exchange between sterling and the currency paid by VS Security Products for whole or major components between the date of the contract and the time of the submission of VS Security Products’ invoice to the Purchaser. VS Security Products reserves the right to vary the price so that it accords with the said rate of exchange prevailing at the time of VS Security Products’ invoice.
15. DEFAULT
If the Purchaser shall default in the performance of any of its obligations under the Contract VS Security Products shall on giving the Purchaser notice in writing have the right without prejudice to any other rights or remedies to take all or any of the following actions:
a) cancel all or any part of any discount which might otherwise have been due under the terms of the Contract;
b) suspend any outstanding delivery of goods or parts thereof until such default shall have been made good;
c) recover possession of that part of the goods to which the default relates and the Purchaser shall allow VS Security Products free access to his premises to enable VS Security Products to do so.
No waiver or delay in exercise by VS Security Products of its right under this clause shall be deemed to imply acceptance of the default or any subsequent default. If the Purchaser shall become bankrupt, go into liquidation, have a Receiving Order made against him, or carry on his business under a Receiver VS Security Products shall have the liberty without prejudice to any further remedies under the Contract to terminate the Contract forthwith by notice in writing to the Purchaser or Liquidator and recover possession of all equipment for which full payment of the contract price has not been received in c. above. |
