Standard Terms and Conditions
V Cubed Limited (02/2006)

INTERPRETATION
In these conditions of sale
(1) ''Company'' means V Cubed Limited;
(2) ''Buyer'' means the person firm or company ordering or buying goods from the Company;
(3) ''Products'' means the goods and services to be supplied further to the Contract;
(4) ''Contract'' means the contract for sale and purchase of the Products made between the Company and the Buyer to which these conditions apply;

GENERAL
2.1 All Contracts shall be on these conditions (''Conditions'') and shall supersede any terms and conditions proposed by the Buyer and may not be varied except by the written consent of an authorised officer of the Company. The giving of any delivery instructions the acceptance of or payment for any Products or any conduct in confirmation of the transaction hereby contemplated shall constitute unqualified acceptance by the Buyer of these Conditions.
2.2 The Contract may not be assigned without the Company's written consent.
2.3 Each of the clauses and sub-clauses of these Conditions shall be construed as separate and severable.
2.4 A quotation by the Company does not constitute an offer and the Company reserves the right to withdraw or amend the same at any point prior to the Company's acceptance of the Buyer's order.

ORDERS
3.1 No order (whether made further to a quotation or not) shall create a Contract unless it is accepted by the Company in writing. In the event an order is refused no damages or expenses of any kind whatsoever shall be payable by the Company to the Buyer. All orders must be approved and accepted by the Company at its United Kingdom Head Office.
3.2 No order shall be subject to cancellation or alteration without the Company's prior written permission having been given and the Buyer shall indemnify the Company in full against all loss. At the sole discretion of the Company a cancellation charge of up to 90% of the original order value for bespoke or customised product, or up to 75% of the original order value for off the shelf product may be levied. Where the Products are for delivery by installments any defects in any installment shall not be grounds for cancellation of the remainder of the installments and the Buyer shall be bound to accept delivery thereof.
3.3 Products supplied pursuant to an order are not returnable without the written consent of the Company and will be subject to processing under the Company RMA (return material authorisation) procedure.

PRICE
4.1 Quoted prices include the cost of normal packaging but exclude delivery, transit, insurance (which are charged extra at cost) VAT or installation charges (where applicable). Where the price includes installation it is based upon free and uninterrupted access to and possession of fully prepared working areas being made available to the Company during normal working days.
4.2 The prices for the Products shall be those ruling at the date of despatch and the Company reserves the right to amend its quoted price at any time prior to the date of despatch to take account of variations in labour, transport duties levies or other costs. The Company shall also be entitled to increase such price in the event changes in specifications quantities or delivery instructions are notified to the Company after acceptance of this order and in the event of any error or omission on the part of its servants or agents affecting it or their calculation.
4.3 Any such increase shall automatically take effect 48 hours after the Company gives notice of the same to the Buyer.

DELIVERY AND PAYMENT
5.1 Should expedited delivery be agreed by the Company and the Buyer an extra charge may be payable to cover any overtime or any other additional costs involved.
5.2 Payment shall be made within thirty days of receipt of the Company's invoice or invoices without any discount or other reduction and without deferment on account of disputes or cross claims.
5.3 All times or dates given for delivery of the Products are advised in good faith but without any responsibility on the part of the Company. Time of delivery shall not be of the essence of any Contract nor shall the Company be under liability for any delay beyond its reasonable control.
5.4 The Company may at its sole discretion require at any time by invoice that all or part of the price shall be paid in advance or on account and sums so invoiced shall be immediately payable. Any balance remaining payable will be paid in accordance with these Conditions.
5.5 In the event that the Buyer does not take delivery of the Products forthwith upon notification that the Products are ready for despatch the Company shall be entitled to charge and recover reasonable storage rates which shall be added to the price and shall be paid in accordance with these Conditions. The Company shall be entitled after the expiration of three months from the date on which the price became payable to dispose of the Products in such manner as the Company may determine without further accounting to the Buyer therefore, and in the event of the Company suffering any loss by virtue of such disposal price being less than the price payable under the Contract the Buyer will be liable to reimburse such loss.
5.6 Without prejudice to any other rights it may have the Company is entitled to charge interest at 4% above the then current base rate of Barclays Bank PLC on overdue payments of the price of the Products or the price of any installments thereof such interest to run from the due date for payment until payment in full is received whether before or after judgment. Discounts are given subject to agreed payment terms being honoured and in the case of overdue accounts discounts will be removed. The Company shall have the right to suspend all further deliveries until payment is made in full or cancel the order and/or any subsequent orders in so far as any Products remaining to be delivered there under and no time or indulgence granted by the Company to the Buyer shall prejudice any right or remedy which the Company may have in any manner whatsoever.

MISREPRESENTATIONS
6 Only a director of the Company is authorised to make any statement or warranty representation as to the goods or services provided.

RISK AND RESERVATION OF TITLE
7.1 The risk in the Products shall pass to the Buyer upon delivery at the Buyer's indicated receiving point unless delivered by the Buyer's own transport or by a carrier on behalf of the Buyer, in which event risk therein will pass to the Buyer upon their transfer to said Buyer or the carrier.
7.2 From the time of delivery the Products shall be the risk of the Buyer who shall be solely responsible for their custody and maintenance but unless otherwise expressly agreed in writing by the Company the Products shall remain the property of the Company until the Buyer has paid all moneys owed to the Company under the Contract and any other contracts in full and unconditionally.
7.3 Before title to the Goods has passed further to the Buyer the following shall apply:
(i) the Buyer shall hold the Products as fiduciary agent for the Company and shall mark the Products as the Company’s property and they shall be returned to the Company upon request and all incidence associated with a fiduciary relationship shall apply;
(ii) if the Buyer is purchasing the Products for resale, the Buyer shall be permitted to sell or dispose of the Products to third parties in the normal course of business. In this respect the Buyer shall act as agent and the proceeds of any such sale shall be held in trust for the Company in a manner which enables the proceeds to be identified as such. The Company as principal shall remunerate the Buyer as agent by payment of a commission equivalent to the surplus which the agent may obtain over and above the price payable by the Buyer to the Company under the original Contract;
(iii) the Company shall have the right with or without prior notice to re-sell the Products such power being additional to (and not in substitution for) any power of sale arising by operation of law or implication or otherwise and for such purposes the Buyer hereby grants an irrevocable right and licence to the Company its employees and agents to enter any premises or land in the ownership possession or control of the Buyer or to which the Buyer has despatched the Products to recover the Products and the right to dismantle the Products or detach the Products from any items in which they may have been incorporated without prejudice to any other remedies.

BUYER'S PROPERTY
8. The Buyer's property and all property supplied to the Company by, or on behalf of the Buyer shall while it is in the possession of the Company or in transit to or from the Buyer be deemed to be at the Buyer's risk and the Buyer shall insure accordingly.

LIABILITY OF DEFECTS
9.1 The Buyer shall be responsible for examining the Products immediately they are delivered. The Company reserves the right to reject claims in respect of non-delivery loss unless the same are submitted in writing to the Company within 5 days after delivery of the Products or 5 days after the due date of delivery. In order to exercise its rights under this condition the Buyer shall obtain from the Company a return authorisation number and shall at the Company's request return the defective Products at its own risk together with a copy of the original invoice carriage paid to the Company's premises. Products returned must be in the original packaging and in a condition capable of resale. Products returned otherwise will at the Company's sole discretion be refused or a further fee charged to cover the additional costs involved. Unless the Company is notified to the contrary the Products delivered shall be deemed to have been in good condition and in accordance with the Buyer's order.
9.2 The Company warrants that the Products provided to the Buyer under any Contract will at the time of delivery be free from defects in material and workmanship under normal use and service. The Company's sole obligations hereunder shall be limited to, at the Company's option, either crediting the Buyer with the purchase price of or repairing or replacing any Products sold to the Buyer provided that:
(i) written notice of non-conformance is received by the Company before expiry of the warranty period specified within the quotation/product specification which forms part of the ensuing contract between the Buyer and the Company and;
(ii) the Products in question are disclosed to the Company's satisfaction to be non-conforming;
(iii) the Products have been accepted and paid for by the Buyer.
This warranty may be asserted by the Buyer only and not by the Buyer's customers or users of the Buyer's products.
9.3 Save as set out in this clause the Company shall be under no liability for any personal consequential or other loss or damage of whatsoever kind or howsoever caused as a result of any Products or errors or omissions in any technical data or literature supplied any installation or work done being defective or not in accordance with any order or as a result of anything done or omitted in connection with any work done or omitted to be done by the Company including any breach by the Company of any fundamental terms of any order. Its liability under this clause shall be in lieu of and to the exclusion of any liability, condition, guarantee, warranty, term undertaking or representation whether expressed or implied, statutory or otherwise and shall be limited to the value of the Products supplied under the order to which any claim relates. The Buyer recognises that the limitation of liability contained in this clause is reasonable in that the prices quoted by the Company are dependent upon such limitation being incorporated in the Contract.

PERSONAL DETAILS AND DATA PROTECTION
10.1 The personal details of the Buyer including name, address, telephone number, email address and credit card and transaction details and those of their representatives (Personal Data) are held by the Company for account and order administration, marketing, to facilitate better communications and for security purposes. It is the responsibility of the Buyer to ensure that its Personal Data are accurate and up to date and to inform the Company of any changes that need to be made. The Company may use the Personal Data for the purpose it has notified to the Data Protection Registrar/Commissioner.
10.2 By becoming a Buyer, accessing the Company web site (www.vcubed.co.uk) or requesting information from the Company the Buyer consents to its Personal Data being processed by the Company.

INSOLVENCY
11. If the Buyer becomes insolvent or in the Company's opinion is likely to go into bankruptcy receivership administration or liquidation or makes default in or commits a breach of the contract the Company may forthwith on written notice to the Buyer terminate the contract without incurring liability to the Buyer or without prejudice to the Company's rights which may have accrued up to the date of termination.

FORCE MAJEURE
12. Both the Company and the Buyer shall be released from their respective obligations in the event of national emergency, war, prohibitive government regulations or if any cause beyond the Buyer's or the Company's reasonable control renders the performance of any order impossible. This provision shall not relieve the Buyer of its obligation to pay for all Products delivered pursuant to any order.

MODIFICATIONS
13. The Company reserves the right to make changes in the design and specification of the Products without notice.

THIRD PARTY RIGHTS
14. The Buyer shall hold the Company harmless against any liability expense or loss resulting from any claim that the patent, copyright, design right, registered design right, trade mark or intellectual property right of whatever nature of a third party is infringed as a result of compliance with the Buyers' orders, specifications or instructions. The Buyer agrees to be bound by any third party software conditions notified to the Buyer on or before delivery of any third party software and to indemnify the Company at the suit of a third party software owner as a result of any breach by the Buyer of such conditions. Where third party software is supplied by the Company to the Buyer the Company's liability in respect to such third party software shall be to give the Buyer the benefit of any third party software owner's guarantee or other rights which are available to the Company against the third party software owner.

INTELLECTUAL PROPERTY
15. The ownership of all patents, trade marks, service marks, registered designs, applications for any of the foregoing, copyright, design right, know-how, confidential information, trade and business names and other similar protected rights in any country (''Intellectual Property Rights'') in the Products and all works, products, materials developed, written or prepared by the Company in relation to the Products, including without limitation any and all computer programmes, data, diagrams, charts, reports, specifications, studies and inventions and all drafts thereof and working papers relating thereto shall vest in the Company and the Buyer agrees not to do or permit any third party to do any act which is inconsistent with or may prejudice the ownership by the Company of the Intellectual Property Rights.

LAW
16. The contract shall be governed by and construed in all respects in accordance with English law and the Buyer hereby submits for all purposes of and in connection with the contract to the non-exclusive jurisdiction of the English Courts. Goods of USA origin are sold subject to US Export Administration Regulations and resale or re-export is prohibited except in compliance with applicable regulations.

NOTICES
17. Any notice required under these terms and conditions shall be sent to the address of the recipient given on the order. A notice shall be deemed to have been served if by hand when delivered, by telex or facsimile when sent and by first class post 48 hours after posting.

PREVIOUS CONDITIONS
18. These Conditions shall supersede all previous conditions of sale of the Company.
Contact our Sales Department for more details.

© 2007 V Cubed Ltd. All Rights Reserved