Vimpex Limited Conditions of Sale

1. General

These conditions of sale ("the Conditions") shall apply to any contract for the

sale of equipment ("the Goods") by Vimpex Ltd. ("the Company"), any such

contract being hereinafter referred to as "the Contract" and the purchaser as

"the Buyer". The Company contracts as aforesaid upon such terms as are

agreed between the Company and the Buyer and upon the terms of the

Conditions alone. No conditions or terms of the Buyer shall apply to this

Contract. No variation of any of the Conditions shall be effective unless in

writing and signed by a duly authorised representative of the Company.

2. Quotations and Acceptance of Orders

Any quotation by the Company remains open for acceptance for 30 days from

the date on which the Company sends the quotation to the Buyer. If no

quotation is rendered the price set out in the Company's price list shall apply,

having regard to any discounts agreed in writing. The Company reserves the

right to make a delivery charge over and above the quotation value.

3. Specifications

If Goods are supplied in accordance with the Buyer's specifications the Buyer

shall be solely responsible for the specifications. The Buyer acknowledges the

Goods are fit for his purpose in reliance on his own skill and judgement and has

not relied for this purpose upon the skill and judgement of the Company and the

Buyer will indemnify the Company against all claims by the customers of the

Buyer and Sub-Buyer in this regard.

4. Price

All prices stated by the Company are exclusive of VAT.

5. Payment

a) Payment for the Goods supplied is assumed to be due prior to dispatch,

unless otherwise agreed in writing and signed by a duly authorised

representative of the Company. The Company shall be entitled to sue for the

price whether or not property in the Goods has passed by virtue of Clause 9.

b) Without prejudice to any other rights or remedies of the Company any default

by the Buyer in making payment of the Due Date shall entitle the Company to

suspend deliveries under the Contract or any other contract so long as the

default continues and to treat the Contract as repudiated by the Buyer and

determined if the Buyer has not within seven days of receiving written notice

from the Company paid all sums due to the Company.

c) The Company reserves the right to charge interest of overdue invoices at two

per cent over UK base rates.

d).A surcharge will be applied for all commercial card payments

6. Delivery

a) Delivery shall take place when the Goods are delivered at the address

specified in the Buyer's order or in the absence of such address at the Buyer's

premises except that if the Buyer collects or arranges collection of the Goods at

the Company's premises, or nominated a carrier for the Goods delivery shall

take place when the Goods are loaded onto the collection or carrier's vehicle.

b) The Company will use its best endeavours to complete delivery on or before

delivery dates requested by the Buyer as estimated by the Company and time

of delivery shall not be of the essence. The Company will not be liable for any

delay in delivery.

c) Where delivery is by instalments each instalment shall constitute a separate

contract and any failure or defect in any one or more instalments delivered shall

not entitle the Buyer to repudiate the agreement not to cancel any subsequent

instalments. If any order is cancelled prior to the last in a series of deliveries the

Company reserves the right to charge for all goods delivered at the price ruling

at the date of the cancellation.

d) The Buyer cannot reject the Goods by reason only of short delivery.

e) It is the Buyer's responsibility to notify the Company if the Goods have not

been received by the Buyer within seven days of the date of receipt of invoice. If

no notifications is made the Buyer will be deemed to have received the Goods.

7. Examination and Claims

The Buyer shall upon delivery examine the Goods and shall within seven

working days of delivery notify in writing to the Company of any apparent

damage, defects or shortage.

8. Warranty

a) If any defect in the design materials or workmanship of the Equipment

appears within the Warranty Period, the Company shall as soon as practicable

make good the defect or at its option replace the Equipment with equipment of

similar specification, provided that:

(i) the Equipment has been properly maintained and has not been modified

or operated beyond its specified capacity or otherwise misused, and the

power supply and environmental conditions have been maintained within

the specified limits.

(ii) the Buyer has given written notice within 7 days of the appearance of the


(iii) the Buyer shall, if requested by the Company, send the defective part to

the Company carriage paid.

b) The Warranty Period shall be a minimum of twenty four months from the date of

delivery or any other such period specified in the Company's quotation or


c) The liability of the Company to the Buyer under the Warranty shall be limited to

the repair or replacement of the Goods.

d) Save for liability for death or personal injury arising from the Company's

negligence (which if proved is not excluded), the Company's obligation to repair or

replace as aforesaid shall constitute the full extent of the Company's liability in

respect of any loss or damage sustained by the Buyer whether caused by any

breach of the Contract or misrepresentation or by the negligence of the Company

its employees or agents or arising from any other cause whatsoever and the

Company shall not be liable for any other consequential economic direct or indirect

loss suffered by the Buyer arising therefrom.

9. Returns

Goods up to 28 days old that are surplus to requirements will be accepted for

return at the absolute discretion of the company. They should be received unused,

undamaged, securely packed and in original cartons; and should be accompanied

with details of the original order, referring to the Buyer's authorisation as well as

RMA number given by Vimpex. A credit will be issued, subject to the following

restocking charges:

(i) Standard products - 20%

(ii) Special orders including customised products and Fire-Cryers - 40%

(iii) Bespoke or customer-specified products - 100%

(iv) Intrinsically Safe and Hazardous Area products - 100%

Goods should be returned at the cost of the buyer including, but not limited to: shipping costs; customs clearance charges; VAT and Duty. Goods returned from overseas must therefore be shipped via ‘INCOTERM DDP’. Goods will be considered as not returned and will be rejected if payment of any fees associated with shipping, customs clearance, agent fees or any other charges result in our refusal to accept delivery, or they are returned to the customer as rejected by Vimpex.

Any credit issued will exclude the original carriage and any other associated shipping costs previously agreed as part of the sale.

Should any fees be borne by Vimpex as a result of transit or other fees associated with returned goods, these costs will be recovered via a reduction in value of any credit note or cash refund raised.

10. Property and Risk

a) Ownership of the Goods the subject of this Contract shall not pass to the buyer

until they are fully paid for, but the risk in the Goods shall be borne by the Buyer

from the date of delivery by the Company or their carriers to the Buyers.

b) In the event that the price for the Goods is not paid by the Buyer by the due date

the Company shall at their absolute discretion be at liberty either to recover the

Goods or maintain an action for the price of the Goods.

c) For all purposes the Buyer hereby grants to the Company an irrevocable lien on

the Goods until the price is paid and permits the Company access to recover the

Goods, where so ever they are situated.

d) Without prejudice to the foregoing, the Company may maintain an action against

the Buyer for any loss and damage suffered in consequence of the Buyer's failure

to complete the Contract or pay the price for the Goods.

11. Cancellation, Suspension and Termination

a) If the Buyer shall purport to cancel the whole or any part of the Contract the

Company may by notice in writing to the Buyer elect to treat the Contract as

repudiated and the Buyer shall thereupon be liable to pay to the Company by way

of liquidated damages a sum of equal to all the expenses incurred by the Company

in connection with the Contract including an appropriate amount in respect of

administrative overheads, costs and losses of profit. The Company's reasonable

estimate of the expenses incurred shall be final and binding on the parties.

b) If for any cause whatsoever beyond its control the Company is unable to make

any delivery on the applicable delivery date or perform any of its other obligations

under the Contract the Company may by notice to the Buyer terminate the Contract

or suspend the Contract without liability for any loss or damage thereby incurred by

the Buyer.

12. Export Sales

a) In respect of sales of the Goods outside the United Kingdom ("Export Sales") the

provisions of these Conditions shall apply unless inconsistent with the terms of this


b) If an Import Licence or permit is required for the Importation of the Goods into

the country of destination they the Buyer undertakes to obtain such import Licence

or permit prior to shipment.

13. Force Majeure

a) In so far as the performance of the Company may be affected by any strike, any

lack of available shipping or transport of materials, any restriction, regulation or

decree by any local or municipal authority or government department or by any

cause beyond the Company's reasonable control (which shall be construed without

reference to the preceding causes) the Company may elect at its absolute

discretion either:-

(i) to terminate the Contract; or

(ii) to proceed to perform or continue performance under the Contract within a

reasonable time after the termination of such events or circumstances.

b) In the event that the Company makes an election under Clause 14 (a) the Buyer

shall accept the Goods or such part of them as are delivered to it notwithstanding

any delay.

14. Proper Law

The Contract is and shall be deemed to have been made in England and shall in all

respects be governed by English Law and shall be subject to the jurisdiction or the

English Court.