1. Definition and interpretation

In these Conditions, unless the context otherwise requires, the following words have the following meanings:
“Acknowledgement of Receipt” the procedure by which, on receipt of the EDI message, the syntax and semantics are checked, and a corresponding acknowledgement is sent by the receiver;
“Business Day” is any day except a Saturday, Sunday or any declared public holiday in the intended place of receipt of an EDI message;
“Buyer” the person whose order for the Goods is accepted by the Seller;
“Conditions” the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) including any special
terms and conditions agreed in writing between the Buyer and Seller in accordance with Condition 2.3;
“Contract” the contract for the sale and purchase of the Goods;
“EDI” electronic data interchange being the electronic transfer, from
computer to computer, of commercial and administrative data in
accordance with the accepted standards for EDI set out in the United
Nations rules and capable of being automatically and unambiguously processed;
“Goods” the goods (including any instalment of the goods or any parts for
them) which the Seller is to supply in accordance with the Conditions;
and VTech Electronics Europe plc (company number: 2178243)
whose registered office is at Napier Court, Abingdon Science Park,
Abingdon, OX14 3YT.

2. Basis of the sale

2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written order of the Buyer which is accepted by the Seller subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any order is made by the Buyer.
2.2 Quotations issued to the Buyer by the Seller may be withdrawn or varied at any time and unless otherwise specified shall be automatically withdrawn after 30 days. No binding contract shall in any event arise until the Buyer’s order has been accepted by the Seller and confirmed in writing by the Seller’s authorised representative.
2.3 No variation of these Conditions shall be binding unless agreed in writing between the authorised representative of the Seller and the Buyer.
2.4 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing.
2.5 Any advice or recommendations given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.6 Any samples, illustrations or descriptive material including but not limited to information contained in the Seller’s brochures, advertising material or elsewhere shall not form part of the contract and shall be treated as approximate and for guidance only unless stated otherwise. The Seller may at its discretion from time to time vary the design of the Goods from that advertised without notice to the Buyer provided that any such variations do not constitute material alterations to the Goods.

3. EDI trading

3.1 The Seller and Buyer expressly waive any rights to contest the validity of a Contract effected by the use of EDI in accordance with these Conditions on the sole ground that it was effected by EDI. (The Seller and Buyer shall ensure that the content of an EDI message sent or received is not inconsistent with the law of its own respective country, the application of which could restrict the content of an EDI message and shall take all necessary measures to inform without delay the other part of such an inconsistency).
3.2 A Contract effected by the use of EDI shall be concluded at the time and place where the EDI message constituting acceptance of an order reaches the Buyer’s computer system that if such message reaches the computer system outside the Buyer’s normal business hows, the contract shall be concluded on the commencement of the Buyer’s next business day.
3.3 EDI messages shall be processed as soon as possible after receipt, but in any event, within (one business day) of receipt.
3.4 The Seller or Buyer may expressly request Acknowledgement of Receipt if an EDI message. Such acknowledgement shall be sent within one business day of the time of receipt of the particular EDI message unless an alternative time limit is agreed by the Seller and Buyer. If the Seller does not receive the Acknowledgement of Receipt within the time limit, it may, upon giving notification to the Buyer to that effect, treat the EDI message as void as from the expiration of that time limit.

4. Orders and specifications

4.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
4.2 The quantity, quality and description of and/or any specification, for, the Goods shall be those set out in the Buyer’s order (if accepted by the Seller).
4.3 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and in terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit) costs (including the costs of all labour and materials used) damages, charges and expense incurred by the Seller as a result of cancellation.

5. Price of the Goods

5.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted, the price listed in the Seller’s published price list current at the date of acceptance of the order. Unless otherwise agreed between the Seller and Buyer, all the Seller’s invoices shall be in Sterling and the Buyer shall pay for all goods in Sterling.
5.2 The Seller reserves the right by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any significant increase in the costs of labour, materials or other costs of manufacture or importing), any change in delivery dates, quantities or specifications for Goods which is requested by the Buyer, or any delay caused by instructions of the Buyer to give the Seller accurate information or instructions.
5.3 Unless otherwise agreed in writing between the Buyer and the Seller all prices are given by the Seller on an ex works basis and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.
5.4 The price is exclusive of any applicable Value Added Tax which the Buyer shall be additionally liable to pay to the Seller.
5.5 The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned to the Seller before the payment date.

6. Payment Terms

6.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer with the price of the Goods before, on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
6.2 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall pay the price of the Goods (less any prompt payment discount to which the Buyer is entitled but without any other deduction) not later than 30 days from the date of the invoice relating to the Goods. If the Buyer fails to deduct any prompt payment discount at the time of settlement of the invoice any subsequent deduction of that discount from later payments shall only be made with the prior agreement of the Seller and in any event no prompt payment discounts will be allowed if not claimed by the Buyer within 6 months of such a discount becoming due for deductions from payment of the invoice to which it relates. The time of payment shall be of the essence of the Contract. All payments shall be made in full without deduction in respect of any set-off or counterclaim. In the case of sales of Goods to customers the Buyer shall pay the price of the Goods (and the Seller must receive the payment) before delivery of the Goods.
6.3 If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
(a) cancel the Contract or suspend any further deliveries to the Buyer
(b) appropriate any payment made by the Buyer to such of the Goods(or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
(c) charge the Buyer interest (both before and after any judgement) in the amount unpaid, at the rate of 3 per cent per annum over the base rate for the time being of National Westminster Bank PLC (such interest being deemed to accrue from day to day and being compounded on the last day of each calendar month) until payment is made.

7. Delivery

7.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at anytime after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
7.2 The Seller shall endeavour to deliver the Goods by the date quoted for delivery but such date is not guaranteed nor shall the time for delivery be of the essence unless previously agreed by the Seller in writing. The date quoted for delivery shall be extended by a reasonable period if there is any delay caused by industrial dispute or by any cause beyond reasonable control of the Seller. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
7.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract governed by these Conditions or any claim by the Buyer in respect of an one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7.4 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then without prejudice to any other remedy available to the Seller, the Seller may:
(a) store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
(b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

8. E-Commerce

Any goods purchased from the Seller and ultimately sold by the buyer via E-Commerce, can only be sold within the geographic area of the U.K. and Southern Ireland.

9. Risk and Property

9.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
(a) in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or (b) in the case of the Goods to be delivered otherwise than at the Seller’s premises, at the time of deliver or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
9.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property of these Goods shall not pass to the Buyer until the Seller has received cash or cleared funds payment in full of the price of the Goods and all other good agreed to be sold by the Seller to the Buyer for which payment is then due.
9.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but on resale the Buyer shall remain accountable to the Seller for the whole of the proceeds of the sale(s) so long as any indebtedness whatever remains outstanding from the Buyer to the Seller.
9.4 Until such time as the property in the Goods passes to the Buyer the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
9.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

10. Notification of claims

10.1 Any claim for non-delivery of any Goods shall be notified in writing by the Buyer to the Seller within 7days of the date of the Seller’s invoice.
10.2 Any claim which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 14 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect of failure.
10.3 If delivery is not refused, and the Buyer does not notify the Seller of any claim in accordance with the provisions of this Condition, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defects or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

11. Warranty

11.1 The Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from the date of their initial use or 12 months from delivery, whichever is the first to expire.
11.2 The above warranty is given by the Seller subject to the following conditions:
(a) the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
(b) the Seller shall be under no liability in respect of any defect arising from wear and tear, wilful damage, negligence, failure to follow the Seller’s instructions (whether oral or in writing), misuse, alteration, or repair of the Goods without the Seller’s approval;
(c) the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment; and
(d) the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller
11.3 In the event of a valid warranty under the provisions of this Condition, the Seller shall free of charge either repair or, at its option, replace defective Goods within the period referred to in Condition 10.1. Alternatively, the Seller shall be entitled at its absolute discretion to refund the price of the defective Goods in the event that such price shall already have been paid by the Buyer to the Seller, or if such price has not been so paid, to relieve the Buyer of all obligations to pay the same by the issue of a credit note in favour of the Buyer in the amount of such price.
11.4 Subject as expressly provided in these Conditions all warranties conditions or other terms implied by statue or common law are excluded to the fullest extent permitted by law.
11.5 Where the Goods are sold under a consumer sale (as defined by the Consumer Transaction (Restriction on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.

12. Liability

12.1 Nothing in these Conditions shall operate or be construed to operate so as to exclude or restrict the liability of the Seller for death or personal injury caused to the Buyer by reason of the negligence of the Seller or of its employees or agents.
12.2 Subject to Condition 11.1:
(a) the Seller’s liability to the buyer in respect of the Goods on contract, tort (including negligence or breach of statutory duty) or howsoever arising, shall be limited to the price of the Goods.
(b) The Seller shall not be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever for any loss of profit, business, contracts, revenues, or anticipated savings or for any special, indirect or consequential damage of any nature whatsoever.
(c) The Seller shall not be liable to the Buyer by reason of any representation (other than fraudulent misrepresentation)
12.3 Where the Goods are sold under a consumer sale (defined as referred to in Condition 11.5 above) Conditions 11.1 and 11.2 shall not apply and the statutory rights of the Buyer shall not be affected by these Conditions.

13. Force Majeure

The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
(a) Act of God, explosion, flood, fire or accident;
(b) Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or third parties);
(c) War or threat of war, sabotage, insurrection, civil disturbance or requisition;
(d) Import or export regulations or embargoes.

14. Indemnity

The Buyer shall indemnify and keep the Seller indemnified against all costs, expenses, damages and demands incurred by the Seller in respect of:
(a) any alleged infringement of the patents, trade marks, copyright, design or other industrial property rights used by the Seller at the request of the Buyer;
(b) any alleged breach or infringement of any statue regulation concerning the preparation, marketing and distribution of the Goods;
(c) any alleged breach of any statute relating to trade description or weights and measures where the Seller relies or has relied upon information relating thereto or labels provided by the Buyer.

15. Confidentiality

15.1 The Seller and Buyer shall ensure that EDI messages containing information to be confidential by the sender or agreed to be mutually confidential between the Buyer and Seller are maintained in confidence and are not disclosed or transmitted to any unauthorised person nor used for any purposes other than those intended by the Seller and Buyer.
15.2 Where EDI messages which include personal data are sent or received in countries where no data protection law is in force, the Buyer and Seller agree as minimum standard, to respect the UK provision of the Data Protection Act 1984, or any subsequent similar legislation.

16. Security and storage of data

16.1 The Seller and Buyer undertake to implement and maintain security procedures and measures in order to enure the protection of EDI messages against unauthorised access, alteration, delay, destruction or loss.
16.2 A complete and chronological record of all EDI messages exchanged by the Seller and Buyer in the course of the transaction shall be stored by the Seller and Buyer, unaltered and securely in accordance with the time limits and specifications prescribed by the legislative requirements of its own national law, and, in any event, for a minimum of 3 years following the completion of the Contract.
16.3 The Buyer and Seller shall ensure that the electronic or computer records of the EDI messages shall be readily accessible, capable of being reproduced in a human readable form and being printed, if required.

17. Insolvency of Buyer

17.1 This Condition applies if:
(a) the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of a solvent amalgamation or reconstruction);
(b) an encumbrancer takes possession, or a receiver is appointed, over any of the property or assets of the Buyer;
(c) the Buyer ceases, or threatens to cease, to carry on business; or
(d) the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
17.2 If this Condition applied then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

18. General

18.1 Any notice to either party under these Conditions shall be in writing signed by or on behalf of the party personally, be left at or sent by prepaid first class post, prepaid recorded delivery, telex, or facsimile to the address of the party as notified in writing from time to time.
18.2 (a) Either party may, in whole or in part, release, compound, compromise, waive or postpone, in its absolute discretion, any liability owed to it or right granted to it under the Contract by the other party without in any way prejudice or affecting its rights in respect of any other liability or right not so released, compounded, compromised, waived or postponed.
(b) No single or partial exercise or failure or delay in exercising any right, power or remedy by
either party shall constitute a waiver by that party of, or impair or preclude any further
exercise of that or any right, power or remedy arising under the Contract or otherwise.
18.3 To the extent that any provision of these Conditions is found by any court or competent authority to be invalid, unlawful or enforceable in any jurisdiction shall be deemed not to be a part of these Conditions, it shall not affect the enforceability of the remainder of these Conditions nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.
18.4 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
18.5 The headings in these Conditions are for convenience only and shall not affect their interpretation.

19. Governing law and jurisdiction

19.1 These Conditions shall be governed by and construed in accordance with English Law.
19.2 Each of the parties irrevocably submits for all purposes in connection with these Conditions to the exclusive jurisdiction of the courts of England.