These terms and conditions govern the sale of products (“Products”) and the Provision of services (“Services”) by Velforms Limited, (“Seller”). These terms and conditions (“Conditions”) take precedence over Buyer’s terms and conditions including any supplemental or conflicting terms and conditions to which notice of objection is hereby given. Acceptance by Buyer is limited to these terms and conditions. Neither Seller’s commencement of performance nor delivery shall be deemed or constituted as acceptance of Buyer’s supplemental or conflicting terms and conditions. Buyer’s acceptance of delivery of the Products/Services from Seller shall be deemed to constitute acceptance of these Conditions.
All orders placed by Buyer are subject to written acceptance by Seller. Orders may not be cancelled or rescheduled without Seller’s prior written consent. Buyer is responsible for the accuracy of its order and any Buyer’s specification and for supplying any relevant information within sufficient time to enable Seller to perform the contract for delivery of Products/Services. Seller may in its sole discretion allocate Products to its Customers. Seller may designate certain Products as NCNR (non-cancelable, non-returnable) or C/S (Customer specific) and the sale of such Products shall be subject to the special terms and conditions contained in Seller’s Special Products Agreement or the NCNR Agreement for Scheduled Orders, which shall prevail and supersede any inconsistent terms and conditions contained herein or elsewhere. Seller reserves the right to make changes to the specifications of any Products/Services supplied which are required to conform with any applicable safety, statutory or EC requirements or, where Products are to be supplied to Product’s specification, which do not materially affect the quality or performance, or resulting from any change in manufacturer’s product specification.
(a) The prices of the Products are those specified in Seller’s invoice for the relevant Products. Pricing for undelivered Products may be increased in the event of any increase in Seller’s costs, change in market conditions or any other causes beyond Seller’s reasonable control. Quotations, unless otherwise stated, are valid for one week of issue only, thereafter Seller may change them without notice.(b) Unless otherwise agreed to in writing by Seller, all prices quoted are exclusive of transportation and insurance costs, duties, and all taxes including, but not limited to Goods and Services Tax or Value Added Tax. Buyer agrees to pay these taxes unless the Seller agrees in writing that the sale is exempted. Buyer agrees to indemnify and hold Seller harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate items on Seller’s invoice.
(a) Seller’s standard terms of payment are net seven days (7) days from the date of invoice unless otherwise specified in writing by Seller. Seller may invoice each shipment separately and each shipment shall be considered a separate and individual contract. Buyer agrees to pay Seller’s invoice in full without any deductions or set-off.(b) Time for payment of invoices is of the essence. All late payments shall be charged interest computed on a daily basis from the due date until paid in full. Seller is entitled to receive interest at the rate of one percent (1 %) per month or the maximum rate permitted by law plus reimbursement for costs of debt collection (including reasonable legal fees of Seller and court costs) to collect full payment for Products/Services supplied.(c) Transportation charges from Seller’s facility to Buyer’s facility shall be paid by Buyer to Seller, in addition to the purchase price of the Products, unless otherwise agreed to in writing by Seller. Seller will select the carrier in the absence of specific instructions by Buyer.
(d) Seller reserves the right to establish or change credit or payment terms when, in Seller’s sole opinion, Buyer’s financial condition or payment record warrants it. If payment is late Seller shall not be obliged to continue performance and or to carry out any further work under the contract for delivery of the Products/Services or on any other contract with the Buyer; and if any of the Buyer’s obligations to the Seller are not fulfilled or Buyer fails to pay for Products/Services supplied, Seller may, without prejudice to other remedies available, cancel, suspend or terminate the contract for the relevant Products/Services.
Unless otherwise agreed in writing by Seller all deliveries will be made EXW (Ex Works) Seller’s facility or DDU agreed destination (as defined in Incoterms 2000). Delivery will be deemed complete and risk of loss or damage to the Products will pass to Buyer upon delivery to the carrier. Buyer acknowledges that delivery dates provided by Seller are estimates only and Seller shall not be liable for delays in delivery or for failure to perform due to events beyond the reasonable control of Seller nor shall the carrier be deemed an agent of Seller. In the event of delay caused by such event, the date of delivery shall be extended for a period equal to the time lost as a consequence of the delay in delivery without subjecting Seller to any liability or penalty. Time for delivery shall not be of the essence. If the Products perish while in the custody of the carrier, the Seller shall be deemed to have performed its obligations in full. Where the Products/Services are to be delivered in installments each delivery shall constitute a separate contract and failure by Seller to deliver any one or more installments under these Conditions or any claim by Buyer in respect of any installment shall not entitle Buyer to refuse future deliveries. Title in the Products shall not pass to Buyer until such time as full payment for the Products has been received by Seller and until such time, Buyer shall hold the Products as Seller’s fiduciary agent or trustee and bailee, and shall keep the Products separate to Buyer’s goods and to those of third parties and properly stored, protected, insured and identified as Seller’s property, but shall be entitled to resell or use the Products in the ordinary course of Seller’s business.
Shipments will be deemed to have been accepted by Buyer upon receipt of the said shipments at Buyer’s facility. Buyer shall perform whatever inspection or tests Buyer deems necessary as promptly as possible but in any event within seven days of delivery. Any discrepancy in shipment quantity must be reported to the Seller within seven (7)days of receipt of the Products. In the event of an over-shipment, Buyer shall have the option to return the Products to Seller at Seller’s expense or alternatively, Buyer may elect to retain the excess Products (subject to adjustment of the invoice price to account for excess items.) Any return of Products shall be subject to compliance with Seller’s Return Merchandise Authorization (RMA) policies and procedures as well as applicable restocking charges. Buyer may obtain details of these from Seller on request. Returned Products must be in the original packaging and conform with minimum package quantity (MPQ) requirements.
- Export Control/Used Products/warranty
Buyer certifies that it will be the recipient of Products to be delivered by Seller. Buyer agrees that the Products are subject to the export and/or import control laws and regulations of various countries (and in particular are/maybe subject to the export control regulations.
Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Products/Services into the country of destination and for the payment of any duties thereon.
Buyer agrees that in all cases, the Buyer has knowledge of the fact that seller is not manufacturer of POS terminals. In case of purchase of used POS terminals, the Products and all Buyers orders are placed in that knowledge that used POS terminals has no warranty unless otherwise warranty agreed for a specific item at the specific request of the Buyer and signed by director of company.
Buyer agrees that in selecting and ordering the Products, Buyer is using its own skill and judgment.
- Technical Assistance or Advice
Any technical assistance or advice offered by Seller regarding use of any Products/Service or provided in connection with Buyer’s purchases is given free of charge and as an accommodation to Buyer. Seller shall not be held liable for the content or software of terminals, Buyer’s use of such technical assistance or advice nor shall any statement made by any of Seller’s representatives in connection with the Products/Services constitute a representation or warranty, express or implied. Any typographical or other error or omission in any sales literature, pricing, invoice or quote is subject to correction without any liability on the Seller’s part.
- Choice of Law
This Agreement shall be governed by and construed in accordance with the laws of United Kingdom and the parties agree to submit to the exclusive jurisdiction of United Kingdom courts.
- Force Majeure
Seller shall not be liable for its inability to secure sufficient quantities of any Products or failure to perform or to deliver Products/Services due to causes beyond Seller’s reasonable control including, but not limited to, Acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, or shortage of Products, which shall be considered as circumstances of force majeure excusing Seller from performance and barring remedies for non-performance. If force majeure circumstances occur, the Seller’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure circumstances without subjecting Seller to any liability or penalty. Seller may, at its option, suspend performance, cancel, terminate or vary the terms of the contract for the relevant Products/Services, without any liability or penalty, by giving notice to Buyer.
No course of dealing or failure of either party to strictly enforce any Condition or term, right or condition of the parties’ contract shall be construed as a waiver of that term, right or condition nor shall Seller’s acceptance of a purchase order be deemed as an acceptance of any terms and conditions therein.
Clients or suppliers relating to Products/Services bought from Seller, unless otherwise agreed and must not disclose the terms of the parties’ contract to any third party.
This clause applies if:(a) Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or(being a company)becomes subject to an administration order or goes into liquidation(otherwise than for the purposes of amalgamation or reconstruction); or(b) an encumbrancer takes possession, or a administrator or administrative receiver is appointed, of any of Buyer’s property or assets; or
(c) Buyer ceases, or threatens to cease, to carry on business; or
(d) Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to Buyer and notifies Buyer accordingly. If this clause applies then, without prejudice to any other right or remedy available to Seller, Seller shall be entitled to terminate the Agreement or suspend any further deliveries without any liability to Buyer, and if the Products/Services have been delivered but not paid for, the price shall become immediately due and payable by the Buyer notwithstanding any contrary agreement.
- Entire Agreement
These Conditions and the price, quantity and Products detailed in Seller’s invoice for the relevant Products/Services shall constitute the entire agreement between the parties with respect to the supply of such Products/Services; and may not be rescinded or terminated by Buyer unless provided herein. The provisions of the entire agreement supersede all prior oral and written quotations, agreements, and understandings of the parties with respect to the subject matter thereof. Seller may amend to these Conditions by giving notice in writing to the Buyer. If any provision of these Conditions is held to be invalid or unenforceable by any court having competent jurisdiction, this shall be treated as severable, and it shall not affect the validity and enforceability of the remaining Conditions, which shall remain in full force and effect. The Buyer shall not assign or transfer any of Buyer’s rights or obligations under the contract between Buyer and Seller unless otherwise agreed by Seller in writing. Unless otherwise expressly provided for in these Conditions, these Conditions may only be enforced by the Seller and the Buyer.