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communicate|collaborate|converge
Please read the VCOMM terms & conditions
before completing the Credit Application Form to the right. You
will need to agree to the terms & conditions before applying
for credit.
Terms & Conditions
Please click here for a printable version of the VCOMM Terms
& Conditions
(.PDF format)
1. PRELIMINARY
VCOMM UK Ltd (VCOMM) contracts subject to the terms
and conditions set out below. No additions or modifications thereof
shall form part of the contract unless accepted by VCOMM in writing.
These terms and conditions shall override and take the place of
other terms and conditions in any document or other communication
of/with the Customer used in concluding the contract with VCOMM.
In these conditions the Equipment means any equipment, machinery,
parts, spares, software and any other goods supplied by VCOMM.
2. TIME
(a) Any period or times stated for delivery or for compliance
with any other contractual obligations of VCOMM are estimates only
and in any event VCOMM accepts no responsibility for loss or damage
resulting from delay or failure to notify the Customer of any such
delay. (b) Changes in specification or additional work or revised
instructions relating to any aspect of the contract will entitle
VCOMM to vary any estimates of price and/or time for completion
of the contract.
3. PRICES
Unless otherwise specified prices are
for delivery at VCOMM’s offices and are subject to VCOMM’s
right to increase any price to take account of delivery charges,
insurance costs, special handling charges (if any) and/or packaging
charges (if any), agreed changes in the Specifications or changes
in any taxes, duties or levies charged on or in relation to the
Equipment or goods, materials or services used on or in relation
to this contract and/or any extra costs or expense incurred by
VCOMM as a result of site conditions, delays, interruptions,
lack of information, changes in exchange rates and/or without limitation
any other factors beyond VCOMM’s control.
4. DESPATCH AND
DELIVERY
(a) Unless otherwise agreed in writing delivery of the
Equipment will be ex-works. (b) Where dispatch is delayed through
the Customer’s unwillingness or inability to arrange carriage
or to make any payment due prior to VCOMM may effect
delivery of the Equipment by giving written notice that it is
ready for dispatch. (c) If the Equipment is stored by VCOMM at
the customer’s
request or after notice has been given that the Equipment is
ready for dispatch the Customer shall reimburse VCOMM for all
costs and expenses of storage (including any necessary transit
costs and insurance).
5. SHIPMENT
(a) The Customer shall be responsible
for inspecting the Equipment on arrival and shall notify VCOMM
immediately if there is any damage, discrepancy or shortage or
within 7 days after receipt of notice of dispatch in the event
of non-arrival. (b) The Customer specifically authorises VCOMM
to make any such contract of carriage and/or insurance on behalf
of the Customer as VCOMM considers necessary and VCOMM will be
under no obligation to notify the Customer thereof so as to enable
the Customer to insure the Equipment during sea transit (if any).
The Customer shall be responsible for complying with all conditions
and requirements of the carriers.
6. RETENTION OF TITLE
(a) VCOMM
and the Customer expressly agree that until VCOMM has been paid
in full for the equipment comprised in this or any other sales
contract between them and that all outstanding amounts due to
VCOMM from the Customer or any associated or subsidiary or holding
company of the Customer or from any director or shareholder of
the Customer or any other such company:- (i) the equipment shall
remain the property of VCOMM and the Customer, as bailees of
them for VCOMM will store the same for VCOMM in a proper manner
without charge and in such a way that the equipment is clearly
identified as being the property of VCOMM, notwithstanding that
the risk therein shall pass to the Customer as provided herein.
(ii) at any time VCOMM may recover from the Customer the equipment
remaining in the Customer’s possession,
and for the purpose thereof may enter upon any premises of or
occupied by the Customer or any third party (with the consent
of that third party). (iii) the Customer has the right to dispose
of the equipment in the course of its business for the account
of VCOMM and to pass good title to the equipment to their customers
being bona fide purchasers for value without notice of VCOMM’s
rights. (iv) in the event of such disposition the Customer, and
its Director (if a Limited Company) have the fiduciary duty to
account to VCOMM for the proceeds thereof but may retain there
from an excess of such proceeds over the amount outstanding to
VCOMM under this or any other sales contract between them and
for all outstanding amounts due to VCOMM from the Customer or
any associated or subsidiary or holding company of the Customer
or from any director or shareholder of the Customer of any other
such company. (b) The risk in the Equipment shall pass to the
Customer on dispatch, thereafter the Customer shall be responsible
for the satisfactory care and protection of the Equipment.
7. PAYMENT
(a) Unless otherwise agreed in writing the price must
be paid within 30 days after delivery. (b) In no case shall any
dispute concerning any item or separate part of the Equipment
or work or any further contractual obligation of VCOMM to the
Customer affect the Customer’s obligation in
respect of payments for other parts if any part or instalment
of the price is not paid when due, or work on the Equipment is
held up for any reason attributable to the Customer, or the Customer
incurs bankruptcy, insolvency, liquidation or the appointment
of a Receiver, the full price of the Equipment less any sums
already paid in respect of the Equipment and/or work done by
VCOMM shall immediately become due and payable by the Customer
and VCOMM may at its option cancel the contract or cancel or
suspend dispatch. (c) Without prejudice to any other right of
VCOMM all overdue payments shall carry interest at the rate of
two per cent per month on the amount or amounts for the time
being outstanding. (d) In the event that the Customer does not
take delivery of the whole quantity of the goods which are subject
of any contract to which these conditions apply on the date or
within the time laid down by such contract then, without prejudice
to any other remedy available to VCOMM any discount or other
allowance in respect of quantities of goods ordered which is
or would be otherwise allowed to the Customer shall be recalculated
to the level of goods or services actually accepted by the Customer.
8. WARRANTIES
(a) Equipment supplied by VCOMM is supplied with the
benefit of any warranties provided by the producer, and where no
such warranty applies, VCOMM warrants to the Customer only that
the Equipment shall be free of defects in workmanship and materials
for the period of 12 months after delivery to the Customer. (b)
If such a defect arises within the warranty period in respect of
the Equipment or one or more of its component parts VCOMM will
at its option, either repair or replace the defective Equipment
or component provided that:- (i) VCOMM is notified of the defect
within 14 days of the time the Customer becomes, or ought reasonably
to have become aware of the defect, and in any event within the
warranty period; and, (where VCOMM elects to investigate the
defect at its repair facility, as opposed to an on-site investigation),
(ii) the Customer obtains appropriate authorisation from VCOMM
for the return of the relevant equipment, which VCOMM will issue
if its technical support department has been unable to correct
the defect within 7 days of VCOMM receiving notification; (iii)
the risks and any cost of de-installation and transportation
of the defective equipment to VCOMM’s repair
facility shall be borne by the Customer, and any cost of return
transportation and re-installation shall be borne by VCOMM. If
VCOMM reasonably determines that the equipment is not defective
the customer shall reimburse VCOMM for any costs of transportation
or reinstallation. (c) Software supplied by VCOMM is either the
Equipment producer’s own software, or third party software.
VCOMM does not warrant any software, and the only warranties
which attach to it are those given by the producer of the software.
(d) VCOMM accepts no liability for any failure of the equipment
or software, or for any defect, fault malfunction or unfitness
for use, associated with the processing of dates prior to, during
or after the Year 2000. Where the customer requires confirmation
that equipment or software is capable of correctly processing
such dates, VCOMM shall give all commercially reasonable assistance
to the customer to obtain satisfactory confirmation from the
equipment producer or software proprietor, as the case may be.
(e) Disputes in quality or dimensions of any one delivery shall
not be a ground for cancellation of the outstanding part of the
order, agreement or contract. (f ) The warranty given by VCOMM
above shall not apply if:- (i) the repair or replacement of a
part or parts is required because of accident, neglect or misuse
of the Equipment by the Customer or interference with the Equipment
by persons other than VCOMM’s engineers, or (ii) there
are used in the Equipment supplies from sources which have not
been authorised by VCOMM.
9. PERFORMANCE DATA
Any performance figures quoted or referred
to in any specification or other document used in concluding a
contract, are estimates only, based on assumed conditions in a
well managed office with experienced, adequate and efficient operators
and efficient services, and proper use of satisfactory materials.
10. SPECIFICATION
VCOMM reserves the right on the sale of any Equipment
to make before delivery any alteration to or departure from the
specification or design of the Equipment details overleaf provided
that it shall not to a material extent adversely affect the performance
of the Equipment or the quality of the workmanship or the materials
used. All specifications, drawings and technical documents issued
by VCOMM either before or after conclusion of the contract are
issued solely for the Customer’s use in connection with the
Equipment and shall not be copied reproduced or communicated to
any third party without express consent in writing.
11. TELECOMMUNICATIONS EQUIPMENT
When the Equipment supplied by
VCOMM is to be used in conjunction with British Telecom lines or
apparatus then the following additional conditions shall apply:-
(i) British Telecom shall have the right to require modifications
to be carried out to Equipment that is already installed and in
use. Any modifications required will be carried out at the Customer’s
expense. (ii) in no event shall VCOMM be liable for damage, loss
or injury to British Telecom equipment or personnel in conjunction
with or arising out of the Customer’s actions or omissions.
12. FORCE MAJEURE AND FRUSTRATION
VCOMM shall:- (i) in any event not
be liable for loss or damage, and (ii) be entitled to cancel or
rescind the contract, If the performance of its obligations under
the contract is in any way hindered or prevented by any cause whatsoever,
beyond its control including but not limited to the delays or defaults
of suppliers or the default of any sub-contractor, war, strike,
lock-out, trade dispute, flood, accident to plant or machinery,
shortage of materials or labour.
13. CANCELLATION
No contract or
order may be cancelled without VCOMM’s written
consent. In the event that cancellation is agreed for whatever
reason the Customer shall indemnify VCOMM against all costs, claims,
loss and expenses occasioned thereby including any consequential
loss and loss of profits.
14. EXCLUSIONS AND LIMITATIONS
14.1 VCOMM
shall not be liable to the customer in connection with or arising
out of the subject matter of these conditions, expect to the extent
that the loss or damage results from misrepresentation, the negligence
of, or breach of contract or other default by VCOMM, its agents
or contractors, in which case such liability shall be subject to
the exclusions and limitations expressed in these conditions. 14.2
VCOMM does not, and nothing stated in this Clause 14 shall be construed
or be deemed as operating to exclude or restrict its liability
in damages or otherwise. 14.2.1 for death or personal injury to
the extent that such liability results from the negligence of VCOMM
or its employees, agents or contractors, or 14.2.2 for breach of
the obligations arising from Section 12 of the Sale of Goods Act
1979 (as amended from time to time); 14.2.3 under the Consumer
Protection Act 1987, but to the extent only that VCOMM is prohibited
by law from seeking to restrict or exclude its liability there
under. 14.3 VCOMM’s liability for any loss or damage which
shall include without limitation costs and expenses related to
any claim, however caused, in connection with or arising out of
the subject matter of these conditions, will:- 14.3.1 in the case
of direct physical damage to any tangible property (other than
the Equipment) to the extent it results from the negligence of
VCOMM, or of its employees, agents or contractors, be limited in
respect of any one claim or series of claims arising out of the
same event or circumstances, to £1m. 14.3.2 in the case of
any other claim or series of claims arising out of the same event
or circumstances be limited to the amount of the price payable
by the Customer pursuant to the Contract governed by these conditions
(excluding VAT thereon). 14.4 Notwithstanding Clause 14.3 above,
VCOMM shall not be liable to the customer or to any other person
for:- 14.4.1 loss of use, operating time, contracts, business,
profits, goodwill, revenue, anticipated savings or any other like
economic loss, however caused; 14.4.2 any indirect or consequential
loss or damage however caused; 14.4.3 any loss or damage to any
intangible property (including but not limited to loss of programmes
or data) or for any inconvenience caused to the customer, however
caused. 14.4.4 any claim, unless made with reasonable details in
writing to VCOMM no later than 2 months (or such longer period
as may be reasonable in the circumstances) after the date the claimable
event first comes or ought reasonably to have come to the notice
of the customer, its employees, agents or contractors. 14.5 The
term “however caused” shall mean arising by reason
of breach of contract, misrepresentation, negligence or other tort,
breach of statutory duty or other wrongful act, omission (whether
deliberate or not) or otherwise, however fundamental the result.
14.6 Notwithstanding any other provisions herein, all exclusions
and limitations of liability contained in these Conditions shall
apply to all liabilities of VCOMM under or in connection with or
in relation to the subject matter of these conditions and regardless
of whether or not the loss or damage was foreseeable, and of whether
the Customer notifies VCOMM of the possibility of any greater loss
or damage, and shall apply only so far as is permitted by law.
14.7 The customer agrees to indemnify VCOMM at all times hereafter
against all claims, demands, costs and expenses in excess of the
liability expressly accepted by VCOMM hereunder. 14.8 No representation
of fact, oral or written, including but not limited to statements
regarding the capacity, suitability for use or performance of the
Equipment, whether made by VCOMM, its employees or otherwise shall
be deemed to be a warranty by VCOMM for any purpose, or give rise
to any liability of VCOMM whatsoever, unless made by VCOMM in writing.
14.9 Save as set out in these conditions, all other express or
implied terms, conditions and warranties (whether statutory or
otherwise) including without limitation, terms as to satisfactory
quality, year 2000 compliance, and fitness for purpose are hereby
excluded to the fullest extent permitted by law. 14.10 Where any
valid claim in respect of any of the Equipment which is based on
any defect in the quality or condition of the Equipment or its
failure to meet specification is notified to VCOMM in accordance
with these conditions, VCOMM shall be entitled to repair or replace
the equipment (or the part in question) free of charge or at VCOMM’s
sole discretion, refund the customer the price of the equipment
(or a proportionate part of the price) but VCOMM shall have no
further liability to the customer. 14.11 The customer acknowledges
that it has had the opportunity to negotiate different terms of
these conditions.
15. RESTOCKING CHARGES
(a) If the customer decides to return goods unused after a sales order has been processed and payment has been taken,
VCOMM reserves the right to charge a restocking penalty of 15% of the UK RRP.
(b) If a restocking fee is agreed with the customer, VCOMM reserve the right to withhold any refund until the goods have
been returned and checked for damage etc.
16. DATA PROTECTION ACT
16.1 Personal Data (as
defined in the Data Protection Act 1984, or any amendment or re-enactment
thereof ) in respect of a Customer which is obtained in the course
of any Contract to which these Terms and Conditions relate, will
be held on VCOMM’s computer system, and may be used by VCOMM
for the purposes of assessing the level of credit which should
be extended to the Customer. The information may also be used for
the future marketing of related products and services, unless the
subject of the Personal Data gives VCOMM notice in writing to the
contrary. 16.2 Personal Data will be used only for the purposes
stated, and information held will not be disclosed to any third
party save where permitted by law, or to protect against fraud,
or after obtaining the Customer’s consent. 16.3 These uses
of Personal Data are covered by VCOMM’s registration under
the Data Protection Act, and a Customer may obtain copies of the
Personal Data held by VCOMM upon payment of the prescribed fee.
17. LAW
This contract shall be subject to and construed in accordance
with the laws of England in any respects as an English contract
subject to the jurisdiction of the English Courts. The uniform
laws of international sales shall not apply. |
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