TERMS AND CONDITIONS OF SALE
TERMS AND CONDITIONS OF SALE
In these Terms:
1.1 ‘Agreement’ means the agreement between VODEX and You for the sale and purchase of the Goods and Services as defined in any purchase and online orders and comprises of these Terms and any related dispatch notes and/or order confirmations;
1.2 ‘VODEX’ means VODEX Ltd and any of its appointed agents and representatives;
1.3 ‘Goods’, ‘Items’ and ‘Products’ means the equipment and ancillary equipment and such other products ordered by You and specified in the dispatch notes issued by VODEX to You;
1.4 ‘Custom’, Goods and Services that are manufactured to order and manufactured to Your specific requirements;
1.5 ‘Price’ means the price for the Goods and/or the Services as defined in clause 5.1;
1.6 ‘Services’ means the installation, training and/or maintenance services to be provided by VODEX in relation to any VODEX equipment in relation to which You have requested such services (“the Equipment”);
1.7 ‘You’ and ‘Your’ means person, sole trader, firm or company named as the Customer in any purchase and online orders.
2.1 These terms and conditions of business (“Terms”) apply to all contracts between VODEX and You in relation to sale and supply of Goods and provision of any Services by VODEX to You. By placing an order for the Goods and/or Services with VODEX, You agree to be bound by these Terms. Acceptance of Your order and the completion of contract between You and VODEX will take place on either despatch of the Goods or first part of the Goods to You or on confirmation by VODEX of Your order for the Services.
2.2 You must notify VODEX within 24 working hours after receiving your order acknowledgement of any errors or discrepancies, failure to do so may incur additional charges but not limited to fees such as: administration fees, carriage fees, re-stocking fees.
2.3 VODEX reserves the right to make any changes in any specification in relation to the Goods which are required to conform with any applicable safety or other requirements or which do not materially affect the quality or performance of the Goods.
2.4 VODEX reserves the right to increase costs for Goods and Services anytime prior to delivery, as per clauses 4.3 and 4.4 (below)
2.5 All specifications, drawings and technical documents supplied to You by VODEX are supplied solely for use by You in connection with the Goods and all specifications, drawings and/or technical documents shall be treated by You as confidential information and shall not be disclosed to any third party without VODEX’s prior written consent and any and all copyrights and other intellectual property rights in such documents belong to VODEX.
2.6 Any advice and recommendations that we may give to You are subject to You having provided us with sufficient and accurate information of Your requirements and whilst given by with due care and skill, should not be relied upon by You, unless confirmed in writing by VODEX.
3.1 Whilst all estimated delivery dates are given in good faith and VODEX will use its reasonable endeavours to adhere to such estimates, any delivery dates and times given are estimates only.
3.1.1 If for any reasons beyond VODEX’s control, VODEX is not able to deliver the Goods and/or carry out the Installation in accordance with the description(s) referred to in the Quotation and/or Order, VODEX’s time for completion shall be extended accordingly and VODEX shall be paid by You as an addition to the original Order Price. Extra charges may include but not limited to costs such as: direct costs, overheads and loss of profit.
3.2 When appropriate, VODEX reserves the right to make deliveries in instalments and charge you accordingly as per clauses 4.3 and 4.4 (below).
3.3 Any requests by You for amendment of delivery schedule previously ordered by You shall be made minimum of twenty-two days prior to intended delivery date.
3.4 You are required to inspect the Goods upon receipt and notify VODEX in writing within seven days from delivery of any alleged non-conformance of the Goods (in relation to manufacture faults, quality, quantity or otherwise). In absence of any such notifications, upon expiry of the seven-day period from delivery, the Goods are deemed to have been conformant and accepted by You.
3.5 Damaged Goods upon receipt must be received and signed for as damaged. You are required to notify VODEX within 24hours from delivery of any damage of the Goods. In absence of any such notifications, upon expiry of the 24hour period from delivery, the Goods are deemed to have been conformant and accepted by you.
3.6 Should You wish to arrange Your own export carriage, an admin fee of £35 will apply per order.
3.7 If You fail to take receipt of delivery by VODEX of any Goods, then, without prejudice to any of VODEX’s other rights, VODEX may:
3.7.1. Issue an invoice in respect of the Goods, as if they had been delivered on the proposed date; and
3.7.2. Store the Goods and charge You for the costs (including insurance) of such storage; and/or
3.7.3. Sell the Goods to a third party at the best price readily obtainable and (assuming You have paid for the Goods and after deducting all storage and selling expenses) reimburse or credit You any remaining balance.
3.8 In relation to the provision of any Goods or Services by VODEX to You, You are required to ensure that:
3.8.1.VODEX has sufficient access to the Equipment;
3.8.2. The Equipment is properly kept in an environment as advised by VODEX;
3.8.3. The Equipment is used only in accordance with VODEX instructions;
3.8.4. Equipment is requested to be serviced at the regular intervals as advised by VODEX; and
3.8.5. In the event of any mal-function or anticipated mal-function of the Equipment, You cease the use of the Equipment immediately.
4.1 The Price shall be the Price quoted or, where no Price has been quoted (or the Prices quoted are no longer valid), the Price listed in VODEX‘s published Price lists (where applicable).
4.2 Any Price is exclusive of VAT and which shall be payable in addition to the Price. Unless otherwise explicitly agreed in writing, all Prices are on an ex works basis and you shall be liable to pay any transportation, packaging and insurance costs reasonably incurred by VODEX in relation to Goods and/or provision of Services.
4.3 If before delivery of the Goods and/ or Services an event over which VODEX has no control occurs (including but not limited to foreign exchange fluctuation, any alteration in taxes or duties payable or a significant increase in the cost of labour or materials and carriage) which increases the cost of Goods to VODEX, VODEX has the right to increase the Price to reflect the increase in costs.
4.4 VODEX reserves the right, by giving notice to You at any time before delivery, to increase the Price to reflect any increase in the cost to VODEX which is due to any change in delivery dates or quantities of the Goods or in the specifications which are requested by You or any delay caused by any instructions from You or failure by You to give VODEX adequate information or instructions.
5.1 The first 3 orders with VODEX shall be on a pro-forma basis with a minimum combined total of £5,000, unless otherwise agreed at the time of quotation. If You wish to apply for a credit account after Your first 3 orders, You must complete a credit application in full. VODEX will confirm once Your application has been accepted, which is subject to credit checks. Once an account has been opened, all invoices are payable in full and without any deduction of any sort within net 30 days of the date of such invoice. Time of payment shall be of the essence. Receipt of payment will only be issued upon request.
5.2 VODEX have the right to review or change your credit status at any time and may withdraw your credit account or change the terms where deemed necessary.
5.3 Except as provided in the above clause 4.1, VODEX shall be entitled to invoice You for the Goods and Services at any time after the Goods have been despatched, or in the event that the Goods are to be collected by you, at any time after You have been informed by VODEX that the Goods are ready for collection.
5.4 If You wish to establish a credit account with VODEX you must complete our credit application form in full and supply 2 trade references, which will be taken up and any acceptance of such credit account will be at the complete discretion of VODEX. You will not be entitled to deduct from or set off against such account any sums which may become due from VODEX without the prior written consent of the director of VODEX.
5.5 All payments by You shall be applied to invoices and to Goods listed in such invoices in the sequence determined by VODEX at its sole discretion.
5.6 In the event of any failure or threatened failure by You not to make payment on the date any such payment is due then, without prejudice to any other right or remedy available to VODEX, VODEX shall be entitled to:
5.6.1. Cancel the Contract or suspend any further deliveries under it to You; and/or
5.6.2. Sue for any amounts payable; and/or
5.6.3. Under the Late Payments Act 1999 which came into effect on 1st Nov 2000, all late payments will attract interest at 8% above the Bank of England Base Lending Rate. Therefore interest will be added at this rate per annum, pro rata, on the amount outstanding until paid. There will also be a fee for late payments for compensation of debt recovery costs as set out in the table below.
|Size of the Unpaid Debt
|Compensation/Fee to be Paid by Debtor
|Up to £999.99
|£1,000 to £9,999.99
|£10,000 or more
5.6.4. VODEX may suspend or cancel any Goods or Services supplied to or due to be supplied to You whether under this Contract or any separate contract entered into between the parties.
6.1 VODEX warrants that at the date the Goods are delivered the Goods will correspond with its sales literature in force at the time being and any other specifications that may have been agreed in writing by VODEX and You, and will be free from defects in materials and workmanship for a period of 12 months from the date of the invoice relating to such Goods provided that the warranty does not cover normal wear and tear and in addition such warranties shall be null and void if the Goods are modified, improperly installed or used, damaged wilfully, by accident or by neglect or by failure to follow the specified maintenance schedule provided in the user manual or in the event of any parts being improperly installed or replaced (other than by an authorised representative of VODEX).
6.2 All terms, conditions or warranties implied by statutory or common law relating to the Conditions (as defined below) are excluded from this Contract to the fullest extent permitted by law;
6.3 The ‘Conditions’ shall mean:
6.3.1. The correspondence of the Goods with any description; and/or
6.3.2. The quality of the Goods; and/or
6.3.3. The fitness of the Goods for any purpose(s) whatsoever (whether made known to VODEX or not).
6.4 You acknowledge and agree that where a sample of the Goods have been shown and/or inspected by You, the sole purpose of so doing was to enable You to judge the quality of the bulk; and it does not constitute a sale by sample.
6.5 You shall notify VODEX in writing (see clause 3.4 and 3.5 above), after discovery of any defect that would not have been discoverable at the time of delivery or failure of the Goods (“Defect notification”).
6.6 VODEX shall not be liable, if at the time of Defect notification, the title in the Goods in question has not passed to You in accordance with clause 11.1 below.
6.7 If liable, VODEX will, at its option, either make good by repair or the supply of a replacement, defects which, under proper use, appear in the Goods within a reasonable time on receipt of the Goods returned (at Your cost) and claimed to be defective, provided that:
6.7.1. VODEX is satisfied that the defects arise solely from faulty design (other than a design made, furnished or specified You for which VODEX has disclaimed responsibility in writing), materials or workmanship; and
6.7.2. The repaired or replacement Goods will be delivered to You to the original place of delivery, but otherwise subject to the provisions of this Contract.
6.8 As an alternative to Clause 6.7, VODEX shall be, in its absolute discretion, entitled to refund the price of the Goods to You
6.9 The remedies provided in Clause 6.7 and 6.8 are without prejudice to the other provisions of these Terms.
6.10 In no circumstances whatsoever (subject to clause 6.11 below) whether as a result of breach of contract, warranty or tort (including negligence) shall VODEX be liable for any consequential or indirect damages or losses (including but not limited to loss of profit or revenue), damage to associated equipment, cost of capital, cost of such substitute products, loss of facilities or loss for claims of purchases, customs or other such damages.
6.11 Nothing in these Terms shall seek to exclude VODEX’s liability for any death or personal injury to the extent that it results from negligence.
6.12 VODEX’s liability to You shall be limited:
6.12.1. In relation to any direct physical damage to Your property to the extent that it results from VODEX’s actions or omissions up to a maximum of £250,000 in respect of any one event or series of related events, or up to a maximum of £500,000 in respect of any series of unrelated events which take place within a single calendar year;
6.12.2. In relation to any other costs, losses and/or liabilities incurred by You as a consequent of our breach of this Agreement shall be limited to a total sum equivalent to the total price of the Goods and/ or Services.
6.13 Subject to clause 6.11 above, no action regardless of form arising out of a transaction under this Agreement may be brought by You more than two years after the course of action has arisen.
7.1 The Goods must be in an unused condition (with labels attached, if applicable) and be in it’s original packaging, unless there is a manufacturer’s defect. You must return the Goods within 14 days of Your original purchase date.
7.1.1 Please email firstname.lastname@example.org to request a refund stating your Sales Order Number (plus PO Number if applicable), and we’ll provide You with a Returns Form and assign You a Returns Number.
7.1.2 Complete the Returns Form in full, and place inside the products packaging. Include any original paperwork for reference.
7.1.3 Package the Goods well, (VODEX, will not be liable for any damage caused to the returned products in transit), and ship the Goods back to us, at Your own cost, to the following address:
Unit 9, Claylands Business Park
7.2 Returns Exceptions
Goods that have had tags removed, been used, washed, altered and damaged in any way, will not be accepted for return or exchange. Goods that are returned after 30 days from Your order date, will also not be accepted for return or exchange. Goods that are Custom made and manufactured to order are non-refundable. Custom Goods are products that have been altered or manufactured from its standard design and/or specifications, to meet customers individual requirements, (including but not limited to products such as: garments (including garments with embroidery) as well as fabrications and metalwork etc. As of 01/01/2021, ESD Shoes are not longer eligible for return. All ESD Shoe Orders are final, unless there is a manufacture fault.
7.3 Restocking Fee
All returned Goods can be subject to a 15% restocking fee, this will be deducted from Your total refund amount. Original shipping and handling charges that You paid upon ordering will not be refunded. VODEX, also reserve the right to charge for any used consumables, including but not limited to items such as filters.
If You have ordered the wrong Product, and the Item is still in an unused condition and in it’s original packaging, You may exchange your item for a different product within 30days of Your original order date. You will not be subject to a restocking fee, however, You will have to pay for the return shipping as well as any extra costs for the new product, plus the new shipping charges.
VODEX can provide Samples but only for the following products:
ESD Floor Paint, ESD Matting, ESD Carpet Tiles and Fabric Swatches. Most of these can be supplied Free of Charge, however, shipping will be chargeable.
8.1 VODEX can supply a small range of Products (not including Custom manufactured to order Products), on a Sale or Return basis.
Non-account holders will need to pay for the products up front via a pro-forma invoice and those with an account will be invoiced at the date of despatch with their normal terms. Should You wish to return the Goods, this must be done at Your own cost and in the original packaging, in a re-saleable condition (any customer or courier damage, neglect or consumable items such as filters, will be chargeable). On receipt of the returned Goods VODEX will then issue a credit, excluding any original carriage costs.
11.1 The Goods shall remain the sole property of VODEX and the title in them shall not pass to You until any accounts outstanding at the time of delivery by You to VODEX have been fully settled.
11.2 You shall assume risk for loss or damage to Goods upon delivery of the Goods to You and are required to insure them for their full market value until the title in the Goods passes to You.
11.2.1. You agree to keep the Goods separate from any other goods or property and to identify them as property belonging to VODEX; and
11.2.2. VODEX shall be entitled to repossess any of the Goods and You agree to ensure that VODEX or any of our appointed third parties will have sufficient access to Your premises in order to repossess the Goods.
12.1 You may not cancel any order unless we agree in writing (and clause 12.2 shall then apply).
12.2 If an order is cancelled (for any reason) You are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the order, as well as a stocking fee of 15% of the value of goods.
13.1 VODEX shall at its own expense defend any action against You and pay all damages and costs awarded against You (except to the extent that You are entitled to recover such sums under any policy of insurance) based on a claim that any of the Goods constitute an infringement of any intellectual property right of any third party (“a Claim”) PROVIDED THAT:
13.1.1. You shall promptly notify us in writing of any notice or anticipated notice of any Claim
13.1.2. VODEX shall have sole control of the defence of any action on a Claim and all negotiations for settlement or compromise;
13.1.3. You shall allow your name to be used in the proceedings if necessary and provide promptly all assistance reasonably required by VODEX in defending such action; and
13.1.4. You shall take all reasonable steps to mitigate or reduce any damages and costs, which may be awarded against you as a result of a Claim
13.2 VODEX may at its ultimate discretion, attempt to procure the right for You to continue to use the Goods, modify the Goods so that they are non-infringing or terminate the Contract in so far as it applies to the Goods that are the subject matter of any Claim.
13.3 In no event shall VODEX have any liability with respect to any Claim based on the use of the Goods in combination with any other product or equipment not supplied by VODEX.
14.1 Without prejudice to any other right or remedy it might have, either party may terminate this Agreement at any time by notice in writing to the other party, such notice to take effect as specified in the notice:
14.1.1. if the other party repeatedly (more than 3 times) commits a remediable breach or is in substantial breach of this Contract and, in the case of a breach capable of remedy, the breach is not remedied within 30 days of the other party receiving notice specifying the breach and requiring it to be remedied; or
14.1.2. if the other party becomes insolvent, or if an order is made or a resolution is passed for the winding up of the other party (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator or administrative receiver is appointed in respect of the whole or any part of the other party’s assets or business, or if the other party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.
14.2 Either party may terminate this Agreement by giving the other party three months prior written notice.
15.1 These Terms and our order confirmation and/ or dispatch note are the entire agreement between VODEX and You and supersede any prior agreement, representations or understanding, whether made orally or in writing. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.
15.2 This Agreement may only be amended in writing signed by duly authorised representatives of the Parties.
15.3 You may not assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of Your rights and obligations under this Agreement without the prior written agreement of VODEX.
15.4 No failure or delay by VODEX in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
15.5 Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than six months, either party may terminate this Agreement by written notice to the other party.
15.6 Any notice to be given under this Agreement shall be in writing and shall be sent by first class recorded mail to the last known address of the relevant party and be deemed to have been received in the case of posting two working days after the day of posting and in the case of facsimile, the next working day after transmission provided that a transmission report is generated by the sender’s facsimile machine confirming successful transmission.
15.7 In the event of any conflict between these Terms and any other document forming part of this Agreement, these Terms shall prevail.
16.1 In the event of a dispute arising, the parties shall request the president of the Law Society to appoint a member of the legal profession (solicitor/ barrister) of at least 7 years of post-qualification experience to act as an expert, not an arbitrator to resolve any such dispute. Such expert shall be entitled to regulate the proceedings applicable to such dispute resolution process as he sees fit. The decision of such an expert shall be binding and final on both parties and the parties agree to bear the costs of such an expert in the proportions determined by the expert.
17.1 The Agreement governed by these Terms shall be subject to English law and jurisdiction of English Courts and both parties agree that any proceedings under this Agreement shall be commenced in either Southampton County Court and to the enforcement a judgement of such courts in any jurisdiction.
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