Terms and Conditions
VISIONARY OFFICE CONCEPTS ("VOC") does business
with its Buyers under the terms and conditions set forth
herein. VOC hereby rejects any terms and conditions contained
in any Buyer purchase order or other business forms or in
correspondence or elsewhere or implied by trade, custom,
practice or course of dealing unless specifically included
or varied in writing by a director or other authorised representative
of VOC which are different from or in addition to the terms
stated herein.
"Buyer" means the person or company whose order
for the goods or services is accepted by VOC.
"Goods" means the goods (including any installment
of the goods or any parts of them) or other related services
which VOC is to supply in accordance with these conditions.
Any reference in these terms and conditions to singular includes
plural.
1. Acceptance of Orders
All orders are subject to the approval of VOC.
2. General Terms of Payment and Financial Requirements
A. Terms are NETT 30 DAYS from date of invoice for Buyers
to whom VOC extends credit, except where otherwise agreed
in writing by VOC. Time of payment shall be of the essence
for all contracts between VOC and Buyer to which these Terms
and Conditions apply.
B. A LATE PAYMENT INTEREST CHARGE OF 2.5% PER CALANDER MONTH
WILL BE IMPOSED ON ANY ACCOUNT NOT PAID WITHIN TERMS STATED
ON INVOICE, SUCH INTEREST BEING DEEMED TO ACCRUE ON A DAY
TO DAY BASIS FROM THE DUE DATE FOR PAYMENT IN FULL. However,
if this rate exceeds the maximum rate permitted under applicable
law or regulations, the charge shall be reduced to the maximum
allowable rate.
C. All overdue accounts will be passed to our debt collection
agent with AN ADDITIONAL 15% added to the invoice amount.
D. VOC may offer special payment and/or shipment terms.
In such event, these special terms shall supersede the general
terms of payment and/or shipment, provided that such special
terms are fully stated in a VOC INVOICE, signed by an authorised
representative and such invoice is accepted by VOC.
E. VOC reserves the right to suspend delivery to Buyer where
any invoice due has not been paid within 60 days.
F. If the Buyer shall default in payment on the due date
or if any event specified in clause 2(G) shall occur, VOC
shall be entitled to repossess the goods and the Buyer shall
grant VOC an irrevocable license to enter upon any land or
premises where goods are situated for the time being to recover
the goods. This right shall continue to subsist notwithstanding
the termination of the contract for any reason and is without
prejudice to any other rights of VOC.
G. If Buyer shall commit any material breach of its obligations
hereunder or shall commit an act of bankruptcy or (being
a corporation) shall go into liquidation other than for the
purpose of reconstruction or amalgamation or shall suffer
the appointment of a receiver of any of his or its property
or make any deed or composition for the benefit of any of
his or its creditors, or if in the opinion of VOC, Buyer's
credit becomes impaired, VOC shall have the following rights
and remedies in addition to any other rights and remedies
provided by applicable law:
i. All sums shall become immediately due and payable, notwithstanding
any credit terms previously in effect.
ii. VOC may refuse any order placed by Buyer.
iii. VOC may cancel any accepted orders or delay shipment
of any order.
iv. No order may be cancelled by Buyer without VOC's consent
in writing and such cancellation will be subject to a charge
of 50% of order value or 25% if the product can be reused.
v. If credit previously has been extended by VOC to Buyer,
and VOC elects to make further sales to Buyer, VOC may require
payments on a C.O.D. or cash-in-advance basis.
vi. In the event collection of sums due from Buyer to VOC
is referred to lawyers or debt recovery agents or if proceedings
are brought to collect such sums or to enforce the rights
of VOC, Buyer agrees to pay all costs and reasonable fees,
including such costs and fees incurred in any proceedings
or appeal and in executing on any judgement. VOC reserves
the right to payment of all costs charged and expenses incurred
by it or its agents in the collection of monies due from
the Buyer in addition to the price and interest thereon.
3. Price Changes
A. VOC shall have the right to reduce, or to increase prices
to Buyer at any time without prior notice, except with respect
to orders which have been accepted prior to such price modification.
B. VOC may at any time add, change or cease making available
any goods without notice to Buyer, and Buyer shall have no
claim against VOC for failure to furnish goods of the type
previously sold.
C. VOC may at any time change warranty without incurring
any liability to Buyer.
4. Taxes
Prices stated do not include VAT and any other tax or duties
payable by VOC, which will be added to invoice wherever applicable.
5. General Terms of Transport
A. Delivery to UK mainland address will be to ground floor
entrance only. The Buyer shall provide free assistance in
unloading the delivery unless VOC has previously agreed otherwise
in writing. Delivery shall be deemed complete on acceptance
at ground floor entrance and risk shall pass on delivery
to Buyer.
B. Delay in transport or delivery of any particular installment
or delivery of faulty goods in any one installment shall
not entitle the Buyer to repudiate the whole contract nor
relieve the Buyer of his obligation to accept and pay for
the remaining installments.
C. VOC shall endeavour to make deliveries within a reasonable
time; HOWEVER, VOC shall not be liable to Buyer for any damages,
whether incidental, consequential or otherwise, for failure
to fill orders, delays in delivery or any error in the filling
of orders.
D. Time of delivery shall not be of the essence to any contract
to which these Terms and Conditions apply and shall not be
made so by the service of any notice.
E. Claims for damage will only be accepted if received in
writing within 3 days of date of delivery
F. In the event of the Buyer refusing to accept delivery
of goods in accordance with the estimated delivery date indicated
on the relevant Purchase Order Acknowledgement, VOC reserves
the right to store the goods at VOC's premises or elsewhere
at the Buyer's risk, and to charge all the costs of storage
and additional transport to the Buyer.
6 Ownership of and property
Ownership of and property in the goods shall remain vested
in VOC until the Buyer has paid all the monies owed by it
to VOC under this or any other contract for similar goods.
The Buyer shall be entitled to sell the goods for its own
account in the normal course of its business provided that
the proceeds of sale of the goods to the extent of any monies
due by the Buyer to VOC are held by the Buyer in trust for
VOC until payment of all monies has been made in full to
VOC.
7 Force Majeure
VOC shall not be liable to Buyer for any loss or damage
which may be suffered by Buyer as a direct or indirect result
of the supply of goods by VOC being prevented, hindered,
delayed, cancelled or rendered uneconomic by reason of circumstances
or events beyond VOC's reasonable control ("force majeure
circumstances") including but not limited to strikes,
lock-outs, labour disputes, act of God, war, riot, civil
commotion, malicious damage, compliance with any law or government
order, rule, regulation or direction, accident, breakdown
of plant or machinery, fire, flood, storm, difficulty or
increased expense in obtaining workers, material or transport
other circumstances affecting the supply of goods or of raw
materials by VOC's normal source of supply or the delivery
of goods by VOC's normal route or means of delivery.
8 LIEN
VOC shall be entitled to a general lien on any goods and
property owned by Buyer in VOC's possession (although the
Buyer may have paid for the same in full) in satisfaction
of the whole or part as the case may be of the unpaid price
of any goods sold and delivered to Buyer under any contract.
VOC shall be entitled to offset any sum or sums owing by
it to Buyer against any sums owed by Buyer to VOC.
9 Severability
If any of these Terms and Conditions is held to be invalid,
illegal, or unenforceable in any respect, whether in whole
or in part, such invalidity, illegality or unenforceability
shall not prejudice the effectiveness of the rest of the
Terms and Conditions.
10. Assignment
VOC is entitled to assign, sub-contract or sub-let any contract.
11. Directors Guarantee
Any amount owed to VOC that remains unpaid by a limited
company will be the joint and several responsibility of the
Directors of the company.
12. The Contract
The contract shall be governed by English law. The only tribunals
with authority to determine any dispute arising directly or
indirectly from the contract shall be the Courts of England.
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