Terms and Conditions
General Conditions of Sale
The acceptance of our quotation implies the acceptance of the following terms and conditions and no other terms and conditions (whether contained in the purchaser's purchase order or otherwise) shall be binding on us unless they are expressly agreed in writing by us.
1. Validity
Unless previously withdrawn, our quotation is open for acceptance within the period stated therein, or when no period is stated within ninety days from the date thereof. Any order or orders arising from this quotation shall be subject to our confirmation in writing or by cable.
2. Documents
Except where intended to serve as instructions for use or advertising matter, all technical information in relation to our products, their operation and their maintenance remains our property and may without our written consent not be utilised or copied, reproduced, transmitted or communicated to third parties. Illustrations, catalogues, colours, drawings, dimensions, statements of weight and measurements etc. made available by us as printed information are only meant to present a general idea of the goods to which they refer; they are approximate only and therefore not binding upon us.
3. Trade terms
Unless otherwise agreed the latest Incoterms issued by the International Chamber of Commerce shall apply to the trade terms mentioned in our quotation, it being understood that: under any terms holding us responsible for the costs of transportation and/or insurance, any additional costs of rerouting and/or surcharges which are the result of circumstances or events that are beyond our reasonable control such as, but not limited to, those enumerated under “force majeure” in paragraph 14 hereof, shall be for purchaser’s account.
If no trade term is specifically agreed the delivery shall be Ex Works (EXW) and if in such case we undertake to send the goods to its destination, at the request of the purchaser, the risk will pass not later than when the goods are handed over to the first carrier.
4. Dispatch
Full forwarding instructions must be sent with the order. The times given for dispatch are estimated and not binding; they have to be reckoned -all in accordance with the other provisions specified in our quotation- from the date of our written confirmation of the order or, where a Letter of Credit and/or other payment instrument has been asked for, from the date of the Bank's advice that the Letter of Credit and/or other payment instrument has been established in conformity with our requirements and the advance payment -if required- has been received, whichever of said dates is the later. We reserve the right to dispatch the goods in consignments as and when they are ready for dispatch.
5. Complaints and returns
Any complaints of erroneous dispatch and/or apparent damage shall be made in writing within fourteen days after receipt of the goods by the purchaser giving the reason for the request to return the goods and the date and number of our invoice. If return of the goods is agreed upon by us in writing by means of a return authorisation notice, the goods shall be forwarded in accordance with our instructions; all goods returned must be consigned insurance and carriage prepaid and packed in their original packing.
6. Prices
Prices are without engagement and may be altered by us to those prevailing at the date of dispatch. We shall notify the purchaser on the occurrence of such price alterations and, in case of a notification of a price increase the purchaser shall be entitled to cancel the pertaining (part of) the order/contract in writing provided such cancellation has been received by us timely in advance of the dispatch of the goods or within seven days as from the date of our price increase notification, whichever is the soonest.
7. Payment
The purchaser shall, unless otherwise agreed upon, pay to us all amounts due hereunder in the currency as agreed upon out of an irrevocable letter of credit to which the prevailing Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce in Paris apply. The purchaser shall arrange for the opening of the letter of credit by a first class bank in our favour payable cash with and bearing the conformation of a bank in the UK, acceptable to us, within 21 days from the date of our order confirmation. The letter of credit shall have a minimum validity equal to the delivery and be extended upon our request. In case partial deliveries have been agreed upon the letter of credit shall provide for pro rata payments thereunder. Where payment is not available out of a letter of credit, we shall be entitled to draw on the purchaser for amounts owing to us; but bills of exchange so drawn shall not be construed as a substituted contract. In cases no letter of credit applies payment will constitute a valid discharge only in so far as an account payable by a first class bank in the UK on demand is credited in our favour, irrevocably and free of charge, in the currency quoted, in freely convertible and transferable funds, at its exact due date. Any delay in payments will incur legal interest immediately as from the due date.
8. Retention of ownership and defaulting payments
Without prejudice to the passing of the risks in accordance with the applicable trade term as described below, all goods shall remain our property until all of our claims against the purchaser in relation to this contract, most specifically payment, have been satisfied in full. The purchaser shall give us any assistance in taking any measures required to protect our property rights.
The taking into operational use of the goods supplied entitles Visual Technology to full and immediate payment. If purchaser fails to pay any amount when due or shall default, then Visual Technology is entitled to full and immediate payment, failure of which allows Visual Technology or its agent, without notice to purchaser. To enter any premises in which the goods may be found and render them inoperable or remove them, hold and sell them in accordance with the applicable law.
9. Acceptance
Our goods are carefully inspected and, where practicable, submitted to standard tests at the factories before dispatch.
If special tests or tests in the presence of the purchaser or his representative are required, these must be specified by the purchaser when giving the order and shall, unless otherwise agreed, be made before dispatch; all costs connected with such tests will be charged extra. In the event of any delay on the part of the purchaser in attending such tests after fourteen days' notice that the goods are ready to be tested, the tests will proceed in the purchaser's absence and shall be deemed to have been made in his presence.
In case of rejection of the goods installed for justified reasons, to be submitted to us in detail and in writing within 10 days after completion of the acceptance tests concerned, Visual Technology shall as a sole remedy correct the shortcomings as soon as possible and the relevant parts of the acceptance tests shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
If within 10 days after completion of the acceptance test shall not have received the acceptance certificate signed by the purchaser or a report of rejection for justified reasons, the goods installed shall then be considered as having been accepted by the purchaser.
Any partial non-fulfilment of our obligations solely attributable to Visual Technology entitles the purchaser to withhold payment only to a corresponding, reasonable amount. The taking into operational use of any of the goods installed shall also constitute acceptance of the goods concerned.
Minor defects or deviations not affecting the operational use of the goods installed shall be stated in the acceptance certificate, but shall not obstruct or suspend acceptance. Visual Technology undertakes to remedy such defects as soon as possible.
10. Installation
In case installation of the goods is agreed upon, the following provisions shall apply and our price is based on the fulfilment of the following provisions by or at the expense of the purchaser.
11. Software
Software made available shall not become the property of the purchaser, regardless of whether it was or was not developed specifically for use by the purchaser. No rights to any intellectual property residing in the goods, software, documentation or any data furnished hereunder are granted except the right to use such intellectual property only in the use of said goods. The purchaser shall as licensee be granted the non-exclusive right and license to use such software in connection with the goods supplied hereunder.
12. Guarantee
We guarantee to the purchaser the good quality of the goods supplied for the period stated, or when no period is stated for a period of one year as from the date on which they have been put into use, but in no event for more than eighteen months as from the date of dispatch, against all defects or failures which appear therein under proper use, and arise solely from faulty materials or workmanship.
The guarantee does not cover damage sustained by normal wear and tear or any damage arising in consequence of negligence or improper manipulation or the goods of parts thereof, or of improper storage in the event of the goods wholly or partly being stored by the purchaser previous to installation, use or resale to ultimate buyers. The guarantee shall not include any lamps, tubes, crystals, semiconductors, integrated circuits, rectifiers, vibrators, batteries and such other component parts to which a specific manufacturer's guarantee applies.
Our liability under this guarantee shall be to supply to the purchaser free of charge, replacements of such parts as have proved to have such defects as set out here above or, at our option, repair such parts or have them repaired at our order, provided that we are informed by the purchaser in writing or within fourteen days after the defects have revealed themselves and the defective goods have been placed at our disposal; the defective parts shall become our property as soon as they have been replaced.
13. Liability
Compliance with our guarantee undertaking pursuant to paragraph 11 shall be considered to give full satisfaction to the purchaser. Any claim of the purchaser for compensation or for dissolution of the contract shall be excluded.
Purchaser agrees that all goods purchased hereunder shall be operated exclusively by duly qualified personnel in a safe and reasonable manner in accordance with Visual Technology’ written instructions and for the purpose for which the goods where intended. Visual Technology shall only be liable for personal injury and direct material damages to the goods supplied, and Visual Technology will indemnify purchaser, up to a maximum of £1,000,000 (one million UK pounds), to the extent such injury or damages are the direct result of proven negligence of Visual Technology. Visual Technology shall not be liable for damages or losses other than those for which Visual Technology has expressly assumed liability as defined above and Visual Technology’ liability shall in no event include any consequential or other special or indirect or punitive damages nor for any losses of whatsoever nature and howsoever arising, including patent liabilities or patent indemnification.
14. Force majeure
In the event of the occurrence of force majeure, Visual Technology shall be entitled to suspend delivery of the goods and/or provision of services for the duration of the prevention or delay caused by such force majeure, without being held responsible for any damage resulting therefrom to the purchaser or a third party. In that case the time given for dispatch shall be extended for the period of prevention or delay caused by such force majeure.
In case of such a non-attributable failure of performance the relevant part of the contract will be suspended. The party concerned will inform the other regarding the occurrence of such failure as soon as possible. In the event the suspension has lasted for five consecutive months or as soon as it is established that the suspension will last at least five consecutive months, Visual Technology shall be entitled to cancel partially or in whole the order without being held liable to any indemnity whatsoever towards the purchaser.
The expression “force majeure” shall mean circumstances or occurrences beyond our reasonable control -whether or not foreseeable at the time of the confirmation of the order- in consequence of we cannot reasonably be required to execute our obligations regarding the order. Such circumstances or occurrences include but are not restricted to: acts of God, war, civil war, insurrection, fires, floods, labour disputes, strikes, epidemics, governmental regulations and/or similar acts, freight embargoes, non-availability of permits, licenses and/or authorisations required, defaults or force majeure of suppliers or subcontractors.
15. Taxes
All taxes, duties, levies and similar expenses, which are or become due in connection with our offer, any order or contract resulting therefrom and the carrying out thereof are for our account as far as they are due in the supplier’s country or in such other country or countries in which the goods are manufactured, and for the account of the purchaser as far as they are due in the purchaser’s country or in such country or countries for which the goods are destined or in which any services will be performed, irrespective of which party (including its representatives/employees) will be liable to pay such taxes.
16. Termination charges
If the purchaser shall for any reason terminate this contract in whole or in part, the notice of termination must be given in writing to Visual Technology. Visual Technology shall thereupon cease work and the purchaser shall pay Visual Technology the following:
-the price provided in the contract for all goods or services which have been manufactured, modified or ordered by Visual Technology prior to the termination and which conform to the provisions of the contract. Such goods shall be delivered to the purchaser.
- actual expenditures made by Visual Technology in connection with the uncompleted portion of the contract, in addition to a cancellation charges of fifteen percent.
17. Legal construction
The contract shall operate as a contract made in England and shall be subject to and construed in conformity with English law. All disputes arising in connection with the present contract shall be settled by the competent courts in England. The United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded.
The acceptance of our quotation implies the acceptance of the following terms and conditions and no other terms and conditions (whether contained in the purchaser's purchase order or otherwise) shall be binding on us unless they are expressly agreed in writing by us.
1. Validity
Unless previously withdrawn, our quotation is open for acceptance within the period stated therein, or when no period is stated within ninety days from the date thereof. Any order or orders arising from this quotation shall be subject to our confirmation in writing or by cable.
2. Documents
Except where intended to serve as instructions for use or advertising matter, all technical information in relation to our products, their operation and their maintenance remains our property and may without our written consent not be utilised or copied, reproduced, transmitted or communicated to third parties. Illustrations, catalogues, colours, drawings, dimensions, statements of weight and measurements etc. made available by us as printed information are only meant to present a general idea of the goods to which they refer; they are approximate only and therefore not binding upon us.
3. Trade terms
Unless otherwise agreed the latest Incoterms issued by the International Chamber of Commerce shall apply to the trade terms mentioned in our quotation, it being understood that: under any terms holding us responsible for the costs of transportation and/or insurance, any additional costs of rerouting and/or surcharges which are the result of circumstances or events that are beyond our reasonable control such as, but not limited to, those enumerated under “force majeure” in paragraph 14 hereof, shall be for purchaser’s account.
If no trade term is specifically agreed the delivery shall be Ex Works (EXW) and if in such case we undertake to send the goods to its destination, at the request of the purchaser, the risk will pass not later than when the goods are handed over to the first carrier.
4. Dispatch
Full forwarding instructions must be sent with the order. The times given for dispatch are estimated and not binding; they have to be reckoned -all in accordance with the other provisions specified in our quotation- from the date of our written confirmation of the order or, where a Letter of Credit and/or other payment instrument has been asked for, from the date of the Bank's advice that the Letter of Credit and/or other payment instrument has been established in conformity with our requirements and the advance payment -if required- has been received, whichever of said dates is the later. We reserve the right to dispatch the goods in consignments as and when they are ready for dispatch.
5. Complaints and returns
Any complaints of erroneous dispatch and/or apparent damage shall be made in writing within fourteen days after receipt of the goods by the purchaser giving the reason for the request to return the goods and the date and number of our invoice. If return of the goods is agreed upon by us in writing by means of a return authorisation notice, the goods shall be forwarded in accordance with our instructions; all goods returned must be consigned insurance and carriage prepaid and packed in their original packing.
6. Prices
Prices are without engagement and may be altered by us to those prevailing at the date of dispatch. We shall notify the purchaser on the occurrence of such price alterations and, in case of a notification of a price increase the purchaser shall be entitled to cancel the pertaining (part of) the order/contract in writing provided such cancellation has been received by us timely in advance of the dispatch of the goods or within seven days as from the date of our price increase notification, whichever is the soonest.
7. Payment
The purchaser shall, unless otherwise agreed upon, pay to us all amounts due hereunder in the currency as agreed upon out of an irrevocable letter of credit to which the prevailing Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce in Paris apply. The purchaser shall arrange for the opening of the letter of credit by a first class bank in our favour payable cash with and bearing the conformation of a bank in the UK, acceptable to us, within 21 days from the date of our order confirmation. The letter of credit shall have a minimum validity equal to the delivery and be extended upon our request. In case partial deliveries have been agreed upon the letter of credit shall provide for pro rata payments thereunder. Where payment is not available out of a letter of credit, we shall be entitled to draw on the purchaser for amounts owing to us; but bills of exchange so drawn shall not be construed as a substituted contract. In cases no letter of credit applies payment will constitute a valid discharge only in so far as an account payable by a first class bank in the UK on demand is credited in our favour, irrevocably and free of charge, in the currency quoted, in freely convertible and transferable funds, at its exact due date. Any delay in payments will incur legal interest immediately as from the due date.
8. Retention of ownership and defaulting payments
Without prejudice to the passing of the risks in accordance with the applicable trade term as described below, all goods shall remain our property until all of our claims against the purchaser in relation to this contract, most specifically payment, have been satisfied in full. The purchaser shall give us any assistance in taking any measures required to protect our property rights.
The taking into operational use of the goods supplied entitles Visual Technology to full and immediate payment. If purchaser fails to pay any amount when due or shall default, then Visual Technology is entitled to full and immediate payment, failure of which allows Visual Technology or its agent, without notice to purchaser. To enter any premises in which the goods may be found and render them inoperable or remove them, hold and sell them in accordance with the applicable law.
9. Acceptance
Our goods are carefully inspected and, where practicable, submitted to standard tests at the factories before dispatch.
If special tests or tests in the presence of the purchaser or his representative are required, these must be specified by the purchaser when giving the order and shall, unless otherwise agreed, be made before dispatch; all costs connected with such tests will be charged extra. In the event of any delay on the part of the purchaser in attending such tests after fourteen days' notice that the goods are ready to be tested, the tests will proceed in the purchaser's absence and shall be deemed to have been made in his presence.
In case of rejection of the goods installed for justified reasons, to be submitted to us in detail and in writing within 10 days after completion of the acceptance tests concerned, Visual Technology shall as a sole remedy correct the shortcomings as soon as possible and the relevant parts of the acceptance tests shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
If within 10 days after completion of the acceptance test shall not have received the acceptance certificate signed by the purchaser or a report of rejection for justified reasons, the goods installed shall then be considered as having been accepted by the purchaser.
Any partial non-fulfilment of our obligations solely attributable to Visual Technology entitles the purchaser to withhold payment only to a corresponding, reasonable amount. The taking into operational use of any of the goods installed shall also constitute acceptance of the goods concerned.
Minor defects or deviations not affecting the operational use of the goods installed shall be stated in the acceptance certificate, but shall not obstruct or suspend acceptance. Visual Technology undertakes to remedy such defects as soon as possible.
10. Installation
In case installation of the goods is agreed upon, the following provisions shall apply and our price is based on the fulfilment of the following provisions by or at the expense of the purchaser.
- The provision of adequate and lockable storage on or near the installation site for the goods to be supplied in such a way that the goods are protected against theft and any damage or deterioration; any item lost or damaged during the storage period shall be repaired or replaced at the purchaser’s cost.
- The timely execution and completion of the preparatory works at purchaser’s sole expense and risk, in conformity with the requirements, which Visual Technology shall indicate to the Purchaser in due time; the site preparation shall be in compliance with all safety, electrical and building codes relevant to the equipment and its installation. Sufficiency of such plans and specifications, specifically including, but not limited to the accuracy of the dimensions described therein, shall be the sole responsibility of the purchaser. The installation site shall be made available to us without obstacles in due time to enable us to start the installation work at the scheduled date; our installation personnel shall not be called upon the installation site until all preparatory works have been satisfactorily completed.
- The availability of the goods to be delivered in due time and in proper condition at the installation site.
- The timely provision free of charge of the permits, licenses, right of way, etc. of the pertinent authorities required for or in connection with the installation and putting into operation of the goods to be delivered.
- The timely provision of all visa, entry-, exit-, residence-, work- or any other permits necessary for our personnel and for the import and export of tools, equipment and materials necessary for the installation works and subsequent testing.
- The availability free of charge on or near the installation site of adequate and lockable rooms for our personnel (equipped with sanitary installations) and for the storage of our personnel’s tools and instruments.
11. Software
Software made available shall not become the property of the purchaser, regardless of whether it was or was not developed specifically for use by the purchaser. No rights to any intellectual property residing in the goods, software, documentation or any data furnished hereunder are granted except the right to use such intellectual property only in the use of said goods. The purchaser shall as licensee be granted the non-exclusive right and license to use such software in connection with the goods supplied hereunder.
12. Guarantee
We guarantee to the purchaser the good quality of the goods supplied for the period stated, or when no period is stated for a period of one year as from the date on which they have been put into use, but in no event for more than eighteen months as from the date of dispatch, against all defects or failures which appear therein under proper use, and arise solely from faulty materials or workmanship.
The guarantee does not cover damage sustained by normal wear and tear or any damage arising in consequence of negligence or improper manipulation or the goods of parts thereof, or of improper storage in the event of the goods wholly or partly being stored by the purchaser previous to installation, use or resale to ultimate buyers. The guarantee shall not include any lamps, tubes, crystals, semiconductors, integrated circuits, rectifiers, vibrators, batteries and such other component parts to which a specific manufacturer's guarantee applies.
Our liability under this guarantee shall be to supply to the purchaser free of charge, replacements of such parts as have proved to have such defects as set out here above or, at our option, repair such parts or have them repaired at our order, provided that we are informed by the purchaser in writing or within fourteen days after the defects have revealed themselves and the defective goods have been placed at our disposal; the defective parts shall become our property as soon as they have been replaced.
13. Liability
Compliance with our guarantee undertaking pursuant to paragraph 11 shall be considered to give full satisfaction to the purchaser. Any claim of the purchaser for compensation or for dissolution of the contract shall be excluded.
Purchaser agrees that all goods purchased hereunder shall be operated exclusively by duly qualified personnel in a safe and reasonable manner in accordance with Visual Technology’ written instructions and for the purpose for which the goods where intended. Visual Technology shall only be liable for personal injury and direct material damages to the goods supplied, and Visual Technology will indemnify purchaser, up to a maximum of £1,000,000 (one million UK pounds), to the extent such injury or damages are the direct result of proven negligence of Visual Technology. Visual Technology shall not be liable for damages or losses other than those for which Visual Technology has expressly assumed liability as defined above and Visual Technology’ liability shall in no event include any consequential or other special or indirect or punitive damages nor for any losses of whatsoever nature and howsoever arising, including patent liabilities or patent indemnification.
14. Force majeure
In the event of the occurrence of force majeure, Visual Technology shall be entitled to suspend delivery of the goods and/or provision of services for the duration of the prevention or delay caused by such force majeure, without being held responsible for any damage resulting therefrom to the purchaser or a third party. In that case the time given for dispatch shall be extended for the period of prevention or delay caused by such force majeure.
In case of such a non-attributable failure of performance the relevant part of the contract will be suspended. The party concerned will inform the other regarding the occurrence of such failure as soon as possible. In the event the suspension has lasted for five consecutive months or as soon as it is established that the suspension will last at least five consecutive months, Visual Technology shall be entitled to cancel partially or in whole the order without being held liable to any indemnity whatsoever towards the purchaser.
The expression “force majeure” shall mean circumstances or occurrences beyond our reasonable control -whether or not foreseeable at the time of the confirmation of the order- in consequence of we cannot reasonably be required to execute our obligations regarding the order. Such circumstances or occurrences include but are not restricted to: acts of God, war, civil war, insurrection, fires, floods, labour disputes, strikes, epidemics, governmental regulations and/or similar acts, freight embargoes, non-availability of permits, licenses and/or authorisations required, defaults or force majeure of suppliers or subcontractors.
15. Taxes
All taxes, duties, levies and similar expenses, which are or become due in connection with our offer, any order or contract resulting therefrom and the carrying out thereof are for our account as far as they are due in the supplier’s country or in such other country or countries in which the goods are manufactured, and for the account of the purchaser as far as they are due in the purchaser’s country or in such country or countries for which the goods are destined or in which any services will be performed, irrespective of which party (including its representatives/employees) will be liable to pay such taxes.
16. Termination charges
If the purchaser shall for any reason terminate this contract in whole or in part, the notice of termination must be given in writing to Visual Technology. Visual Technology shall thereupon cease work and the purchaser shall pay Visual Technology the following:
-the price provided in the contract for all goods or services which have been manufactured, modified or ordered by Visual Technology prior to the termination and which conform to the provisions of the contract. Such goods shall be delivered to the purchaser.
- actual expenditures made by Visual Technology in connection with the uncompleted portion of the contract, in addition to a cancellation charges of fifteen percent.
17. Legal construction
The contract shall operate as a contract made in England and shall be subject to and construed in conformity with English law. All disputes arising in connection with the present contract shall be settled by the competent courts in England. The United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded.