Application and Entire Agreement
1. These Terms and Conditions apply to the purchase of goods (Goods) and services (Services) detailed in our quotation by the buyer (you or Customer).
2. VIKASO LTD is a company registered in England and Wales under number 11319335 whose registered office is at Unit 8 Ladymead Business Park, Quainton, Buckinghamshire, HP22 4AN (we or us or Seller or Service Provider).
3. You are deemed to have accepted these Terms and Conditions when you accept our quotation OR from the date of any performance of the Services OR from the date of any delivery of the Goods (whichever happens earlier).
4. These Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
5. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
6. A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.
7. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
8. Words imparting the singular number shall include the plural and vice-versa.
Goods and Services
9. The description of the Goods is set out in our quotation and is intended as a guide only. In accepting the quotation, you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us.
10. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects.
11. We can make any changes to the specification of the Goods and Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
12. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
13. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
14. You must obtain any permissions, consents, licenses or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
15. If you do not comply with clause 14, we can terminate the Services.
16. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
Price, Fees and Deposit
17. The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.
18. If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
19. Any increase in the Price under the clause above will only take place after we have told you about it.
20. You may be entitled to discounts. Any and all discounts will be at our discretion.
21. The Price is exclusive of fees for packaging, transportation/delivery and travel.
22. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.
23. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.
24. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 23 also apply to these additional services.
25. The Price and Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
26. You must pay a deposit (Deposit) as detailed in the quotation within 30 days of acceptance.
27. If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination).
28. The Deposit is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).
Cancellation and Amendment
29. Details of the Goods as described in the clause above (Goods and Services) are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.
30. The quotation (including any non-standard price and fees negotiated in accordance with the clause on Price, Fees and Deposit (above) is valid for a period of 30 days only from the date shown in it unless expressly withdrawn by us at an earlier time.
31. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 30 days from the date of the quotation, (unless the quotation has been withdrawn).
32. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
33. If you want to amend any details of the Services, you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
34. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
35. We will invoice you for payment of the Price and Fees either:
a. on or at any time after delivery of the Goods; or
b. where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are ready for collection or we have tried to deliver them.
c. when we have completed the Services; or
d. on the invoice dates set out in the quotation.
36. You must make payments within 30 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
37. You must make payment even if delivery has not have taken place and / or that the title in the Goods has not passed to you.
38. Time for payment shall be of the essence of the Contract.
39. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 4% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
40. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
41. If you do not pay within the period set out above, we can suspend any further Goods deliveries or provision of the Services and cancel any future goods and services which have been ordered by, or otherwise arranged with, you.
42. Receipts for payment will be issued by us only at your request.
43. All payments must be made in British Pounds unless otherwise agreed in writing between us.
44. We will arrange for the delivery of the Goods to the address specified in the quotation, or your order or to another location we agree in writing.
45. If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.
46. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 8 pm.
47. If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
a. store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or
b. make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
c. after 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
48. If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
49. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods or Services that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods or Services.
50. We can deliver the Goods or Services by instalments, which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.
Inspection and Acceptance of Goods
51. You must inspect the Goods on delivery or collection.
52. If you identify any damages or shortages, you must inform us in writing within 15 days of delivery, providing details.
53. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.
54. Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
55. We will be under no liability or further obligation in relation to the Goods if:
56. if you fail to provide notice as set above; and/or
57. you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
58. the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
59. the defect arises from normal wear and tear of the Goods; and/or
60. the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.
61. You bear the risk and cost of returning the Goods.
62. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 10 days after delivery.
Risk and Title
63. The risk in the Goods or Services will pass to you on completion of delivery.
64. Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) the Services and/or (c) any other goods or services that we have supplied to you in respect of which payment has become due.
65. Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
66. As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
Sub-Contracting and Assignment
67. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
68. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
69. We can terminate the sale of Goods or provision of the Services immediately if you:
a. commit a material breach of your obligations under these Terms and Conditions; or
b. fail to make payment of any amount due under the Contract on the due date for payment; or
c. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed, or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
70. Seller holds all the intellectual property rights of the results, projects, studies, documentation, all code, design, technical information or intellectual effort made by Seller previously, in parallel with or outside of the contract with the Customer.
71. Seller remains the owner of the rights to developments that are not expressly covered by the specifications, as well as all implementation plans and elements related to the manufacturing process, irrespective of whether or not they are subject to invoicing.
72. Seller reserves the right to reuse the know-how acquired during the execution of the Services.
73. The Customer authorizes Seller to use as a reference all or part of the Services provided with the aim of communication, notably including the use of the brand name or trade name of the Customer.
Liability and Indemnity
74. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
75. If we do not deliver the Goods or Services, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods or services of similar description and quality in the cheapest market available, less the price of the Goods or Services.
76. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
77. We are not liable (whether caused by our employees, agents or otherwise) in connection with our Goods or Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
a. any indirect, special or consequential loss, damage, costs, or expenses or;
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third-party claims; or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e. any losses arising directly or indirectly from the choice of Goods or Services and how they will meet your requirements or your use of the Services or any Goods supplied in connection with the Services.
78. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
79. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Warranty and Conformity
80. Seller undertakes to remedy any defects within the warranty period, with the exclusion of any other obligation of any nature whatsoever.
81. In order to assert its warranty rights, the Customer must inform Seller of the existence of the defect within ten working days of its discovery and provide all justifications as to the reality of it. It must also refrain, unless expressly agreed by Seller, from performing the repairs or having them done by a third party.
82. The costs incurred by the warranty shall be redistributed following the analysis of responsibility.
83. The warranty applies at the discretion of Seller, either by the provision to the Customer of a new or refurbished product replacement or by repair of the product. Except with the express agreement of Seller, no exchange or repair can extend the original warranty period.
84. Seller ensures the proper functioning and compliance of the products with the specifications of the Customer and the accepted standards.
85. This warranty is valid for twelve (12) months from the date of delivery of the products by Seller.
86. The warranty applies to the part of the product that was subject to a service by Seller.
87. Seller undertakes to correct any operation defects arising from a design or material flaw in the product or elements that are the property of Seller sold by Seller. The duly documented failures shall be sent by the Customer to Seller within a short time. After confirmation of a failure by Seller, it shall provide the Customer with a corrected version.
88. The warranty does not cover defects due to an absence or error in the specifications, defects linked to the design or industrialization of the product performed by a third party other than Seller, defects encountered in the prototypes, the research costs on the site of the defective component, the disassembly and reassembly of the product in its environment, defects due to normal wear of the products, defects resulting from improper use of the products, improper maintenance not conforming to the specifications or accepted standards, inadequate storage conditions, modifications or repair by the Customer or by a third party other than Seller, and the compatibility of the products/services with needs other than those mentioned by the Customer in the specifications.
89. When supplying Goods and Services to the Customer, the Seller may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.
90. The parties agree that where such processing of personal data takes place, the Customer shall be the 'data controller' and the Seller shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
91. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.
92. The Seller shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party's purposes.
93. The Seller shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict 'need-to-know' basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
94. The Seller shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Seller on behalf of the Customer.
95. Further information about the Seller's approach to data protection are specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can email: email@example.com.
Circumstances beyond a Party's Control
96. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
97. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
98. Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.
99. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
100. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
101. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and Jurisdiction
102. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.