Virtual Age Terms & Conditions of Trade

1. INTERPRETATION

In these Conditions:
"Conditions" means the standard terms and conditions of sale, license and supply set out in this document;
"Contract" means the sale and purchase of Products;
"End User" means any person or body to whom You supply Products;
"VirtualAge" means Virtual Age Limited (registered in England under number 6306236) the address of which is: 12 Southgate Street, Winchester, Hampshire, SO23 9EF, United Kingdom and includes we/us/our;
"Order Confirmation" means a Written confirmation sent by VirtualAge to You to confirm acceptance of Your order;
"Product/Products" means the computer equipment or other goods or third party software or services that VirtualAge supplies in accordance with these Conditions;
"Write", "Writing", "Written" includes facsimile or electronic transmission (including e-mail) and comparable means of communication; and "You/Your" means the buyer of Products.
The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. THE CONTRACT

2.1 VirtualAge shall sell and You shall purchase Products in accordance with any order You give which is accepted by VirtualAge subject to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions (including Your own) even if You have contracted or purported to transact on Your terms.
2.2 No purported variation to these Conditions shall be effective.
2.3 Except in the case of fraud VirtualAge shall not be liable for any advice or representation provided to You before a contract is made.
2.4 Where there is an error in information provided by VirtualAge we can correct it without any liability on our part and we retain the right to cancel an order in this event.
2.5 The supply of Products may be subject to external controls e.g. export controls. It is Your responsibility to obtain any necessary consents although VirtualAge will co-operate in this provided You meet any expense.
2.6 You shall comply and shall make sure that any End User shall comply with the terms of any licensed third party software.

3. ORDERS AND SPECIFICATIONS

3.1 You may only place an order using a formal purchase order (which includes a purchase order number). An order shall be deemed to be accepted by VirtualAge on the earlier of VirtualAge's dispatch of an Order Confirmation to You or by VirtualAge commencing fulfillment of the order.
3.2 You are responsible for ensuring that no infringement of a third party's intellectual property rights will result from VirtualAge processing Products in accordance with specifications/instructions given by You.
3.3 All information VirtualAge provides on Products is based on information from the supplier or manufacturer. This is liable to change without notice. Accordingly Products will be supplied with the specifications and information current at the time of supply. Any compliance information is passed on by VirtualAge from the supplier or manufacturer without liability.

4. PRICE

4.1 The price of Products shall be VirtualAge's quoted price. All prices quoted are valid on the day of publication and are subject to change and availability of Products unless otherwise specified in Writing.
4.2 Except as otherwise agreed in Writing where VirtualAge agrees to arrange delivery of the Products we may charge You for that delivery.
4.3 The price is exclusive of any applicable value added tax, which You shall be additionally liable to pay to VirtualAge.

5. TERMS OF PAYMENT

5.1 Subject to any agreement in Writing, VirtualAge shall be entitled to invoice You (i) for Products on the earlier of delivery or notification to You that such Products are available for collection/delivery and (ii) immediately for any charges under 6.7, 8.1 or 8.2. Invoices may be delivered to You electronically.
5.2 You shall pay the price of Products in the currency denoted in the invoice within 28 days of the invoice date (unless a shorter time is agreed in Writing) even if ownership or possession of Products has not passed to You. Receipts for payment will not be given unless requested.
5.3 Payment will only be effective once VirtualAge's bank account is irrevocably credited with the amount due.
5.4 If You or any company in Your group (if appropriate) fail to pay on time or breach any other provision of this or any other contract with VirtualAge or if there is default under 11.2 then You shall be deemed to have repudiated each contract and we shall be entitled to exercise our rights under 7.4 and/or 11.1 and appropriate any payments made by You against any outstanding invoices as we may think fit (notwithstanding any purported appropriation by You). Interest (and costs incurred in collecting debts) will be charged on overdue invoices at 3% above Lloyds TSB Bank plc's UK base rate from time to time. Such interest shall be charged from the date the invoice was due for payment until payment (both before and after any judgment, unless ordered otherwise). Interest will be compounded on the first day of each calendar month.
5.5 You have no rights to withhold payment by reason of any alleged breach of warranty or other obligation of VirtualAge. In such circumstances Your sole remedy is the provisions set out in 8. You also have no right to set off payments due.

6. DELIVERY. ACCEPTANCE AND CANCELLATION

6.1 All Products shall be delivered ex works from our supplier's warehouse or manufacturing facility unless otherwise agreed in Writing.
6.2 Any dates quoted for delivery are approximate only and VirtualAge shall not be liable for any delays howsoever caused. Products may be delivered by VirtualAge in advance of the quoted delivery date. Unless agreed otherwise in Writing, time for delivery shall not be of the essence.
6.3 Subject to agreement Products may be delivered in installments in which case each delivery shall constitute a separate Contract and any rights which You may obtain in respect of one Contract shall not apply to any other Contract.
6.4 You should refuse to accept damaged Products. Failing this damage must be recorded on the proof of delivery paperwork within 48 hours of delivery (or attempted delivery). You must also provide Written notification to us of the damage.
6.5 Any discrepancy in shipment quantity must be notified in Writing to VirtualAge within 48 hours of receipt of Products and whenever possible recorded on the proof of delivery paperwork.

6.7 You may not cancel an order for Products except with the prior Written consent of VirtualAge and You must indemnify VirtualAge in relation to all losses resulting from such cancellation. If VirtualAge agrees to cancel we may impose a cancellation fee. VirtualAge's agreement to cancel will not bind us on any future request for cancellation.

7. RISK AND PROPERTY

7.1 Risk shall pass to You at the time Products are delivered by VirtualAge in accordance with 6.1. VirtualAge does not accept any liability for loss or damage caused by a carrier. Once Product is delivered it is Your responsibility. You must keep it fully insured until You own it. You shall on demand produce evidence of this insurance to VirtualAge. Until the full price for Products has been paid You shall hold the policy and proceeds of insurance to the extent of the unpaid price on trust for us.
7.2 The ownership of Products shall not pass to You until we have received in cash or cleared funds payment in full for the Products or any other products sold or agreed to be sold to You (or any group company of which You are part) under this or any other Contract. You have no right to pledge, charge, encumber or otherwise dispose of Products or any interest therein or purport to do so until You own it.
7.3 Until such time as You own Products You shall hold them on behalf of VirtualAge and shall retain possession of them in good order and condition properly stored and protected and identified as VirtualAge's property and shall (in the absence of proof to the contrary) be deemed to deal with them and other like products supplied by VirtualAge on a 'first in first out basis'.
7.4 If there is an event of default under 11.1 then we may Write to You revoking our consent for You to retain possession of, and any express or implied authority to sell, use or consume any Products which You do not own. We can require You to deliver Products to us (and You shall forthwith do so) at your sole cost, failing which we may repossess. In order to do so we may enter Your premises or that of any third party where Products are, or are thought to be, without liability for any resulting damage and against the consequences of which You shall indemnify VirtualAge.
7.5 No title shall pass in any third party software supplied to You.

8. RETURNS AND RECTIFICATION

8.1 Return of Products by You must be in compliance with the procedures in 8.2 and if You fail to comply, VirtualAge reserves the right to levy an administration charge (equal to the greater of (i) 10% of the Products' price and (ii) our and our supplier's actual costs). Failure to comply with these procedures may also invalidate any warranty and in certain cases may result in Products being destroyed for which You will still be liable to pay. A restocking fee may also be applied.
8.2 No returns will be accepted without Written pre-authorisation, which may be granted by VirtualAge at its sole discretion. Returns must be in original manufacturer's shipping cartons complete with all packing materials. All Products for return shall be returned freight prepaid by You in the manner specified by us in Writing. You must tell us in Writing what You wish us to do with any ineligible returns within seven days of notification of ineligibility. Otherwise we reserve the right to dispose of the Products and charge You for any costs incurred. We do not accept any responsibility for ineligible returns.

9. WARRANTIES AND LIABILITY

9.3 Where VirtualAge is providing Products to You or an End User, You are solely responsible for determining Your or the End User's requirements and for ensuring that the Products are satisfactory for the purpose for which they are required and have overall sufficient functionality and compatibility. Where You fail to do this any assessment made by VirtualAge shall be accepted as binding between You and VirtualAge.
9.4 You shall ensure that (a) warranty claims are validly made (b) all warning labels and instructions applicable to Products are not tampered with and/or removed before such Products are sold on or otherwise transferred (c) all serial numbers of Products are recorded, that proper records are kept to enable Products to be traced to any third party and that we are allowed reasonable access to such records and (d) no Products returned to VirtualAge contains any viruses or defects.

9.6 VirtualAge is entitled to treat as conclusive any representation from a person who is or appears to be Your employee, representative or agent and in VirtualAge's reasonable opinion has the requisite authority.

10. INDEMNITY

1. If You breach any of these Conditions and this causes VirtualAge any loss or damage then You shall fully indemnify VirtualAge against the same. It is agreed that such breaches shall include those of sections 2.6, 3.2, 8, 9.4 and 12.

11. EVENTS OF DEFAULT

11.1 If an event of default occurs VirtualAge can without prejudice to any other right or remedy available to it send notice to You in Writing to (a) terminate or cancel the Contract and cancel the license to use any third party software (b) demand that any sums owed by You are immediately due and payable (c) suspend any further deliveries or provision of Products (d) suspend any warranty or other support for any Products we have supplied (e) set off any amounts on any account whatsoever and (f) exercise our rights under 7.4.
11.2 An event of default will take place if (a) You cease or threaten to cease to carry on business (b) someone takes control of all or part of Your assets (c) You make any voluntary arrangement with Your creditors or become subject to an administration order or (being an individual or firm) become bankrupt or (being a company or partnership) go into any form of liquidation, winding up, dissolution or insolvency procedure (otherwise than for the purposes of amalgamation or reconstruction) or anything analogous to the foregoing occurs in relation to You in any jurisdiction (d) VirtualAge reasonably apprehends that any of the events mentioned above is about to occur and notifies You accordingly or (e) VirtualAge becomes entitled to exercise any of our rights under 5.4.

12. CONFIDENTIAL INFORMATION

12.1 All information which comes to the knowledge of either of us concerning the other's respective operations (including but not limited to price specific information supplied by VirtualAge to You) shall be treated as confidential. It must not be disclosed to any third party without the prior consent in Writing of the party to whom the information relates unless the information was (a) known beforehand (b) becomes publicly available through no breach of confidentiality (c) is received in good faith from a third party who has no obligation of confidence in respect of such information or (d) is required to be disclosed by a court of law or similar body.
12.2 Notwithstanding 12.1 we may make such enquiries and obtain references from or provide information about You to any trade supplier, credit reference agency, financial institution or to our advisers.

13. GENERAL

13.1 Any notice required or permitted to be given under these Conditions shall be in Writing addressed to the receiving party at its registered office or principal place of business. Any signature given by way of electronic signature shall be deemed by the receiving party to have been given by the signatory at the time represented and to be binding upon that party.
13.2 If we waive Your breach of any provision of any Contract that will not be treated as a waiver of any other or subsequent breach of the same or any other provision of that or any other Contract. VirtualAge's rights under these Conditions are in addition to any other rights which Virtualage may have under the general law or otherwise. If ÔYou' comprises two or more persons, Your obligations are joint and several.
13.3 Neither of us will be liable to the other for any delay or failure under any Contract (apart from Your failure to pay) if the delay or failure was due to force majeure or any cause beyond reasonable control.
13.4 None of these terms are enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person/party who is not a party to the Contract.
13.5 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
13.6 These Conditions and all Contracts shall be governed by and construed in accordance with English law SAVE THAT in the case of Products to be delivered by us or You to premises in Scotland these conditions shall be governed by Scottish law.
13.7 Any special terms for Products to be supplied outside the United Kingdom shall be specified in the Order Confirmation.