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Terms of Sale

Terms of Sale
Pro2col Limited

General Terms and Conditions of Sale

January 2012

Products and services (Products) are sold and supplied by Pro2col on the following general terms, which cancel all previous general terms and conditions of sale. Where applicable, special terms and conditions of sale are specified in Pro2col catalogues, price lists, or other literature.

Payment
Accounts for Products are payable at the following postal address:
Pro2col Limited, 146 Tuckton Road, Bournemouth, BH6 3JX

Until a credit account is established, all business with new customers is on a cash basis unless otherwise agreed.  Non-payment by the due date entitles Pro2col to cancel the contract or to suspend deliveries without further notice.

Price
All prices will be those ruling at the date of delivery and those quoted.  Pro2col price lists do not constitute an offer.  All prices are exclusive of any applicable value-added tax, which the customer shall be additionally liable to pay to Pro2col.

Uncontrollable events and delays
In case of delays caused by circumstances beyond the control of Pro2col or Pro2cols suppliers, Pro2col shall have the right to either suspend deliveries without notice or cancel the contract without liability.

By way of illustration and not of limitation, the following are to be treated as uncontrollable events: strike, lockout, riot, revolution, mobilisation, war, epidemic, official regulations, transportation difficulties, working difficulties, machine breakdowns, fires, failure of suppliers, or other causes, whether similar or not.

Resale
The customer must not in any way imply that he is the agent of Pro2col, since this implies one who acts on behalf of and with authority from a principal.

Law of the contract
In the case of legal disputes, the law and the courts of England shall apply.

Customer order conditions
Any provisions of the customer’s order which conflict with, or are in addition to, the general terms and conditions of sale or any special terms of business shall be excluded.

Consequences of the non-application of a clause in the present Terms and Conditions of Sale
Should any of these general terms of business and conditions of sale be inapplicable, this would not imply that the rest of the present terms do not remain valid.

Verbal agreements
Any verbal agreement, which does not conform to the present terms, shall not be binding on Pro2col unless it has been confirmed by Pro2col in writing.

Credit and payment
a. Unless otherwise agreed, the granting of credit facilities is made on the condition that payment is received by Pro2col at the postal address referred to above, by the due date specified on the invoice. As standard, Pro2col will issue a credit facility of strictly 30 days from date of invoice for all Hermstedt products, engineering, professional services and support, and strictly 14 days from date of invoice for all other Products supplied by Pro2col Ltd.
b. Payment for maintenance / support needs to be made in full prior to the commencement of any agreement. Therefore any invoices for these services will not be covered by these credit facilities.
c. Pro2col reserves the right to withdraw credit facilities forthwith if conditions a, b are not observed.
d. Pro2col may charge interest on overdue accounts until the date of actual payment at the monthly rate of 2% of the overdue balance, such amount being payable without prejudice to Pro2col s other rights and before as well as after judgment.

Delivery
a. Products supplied by Pro2col are delivered at the risk of Pro2col, unless a customer stipulates a special method of delivery, in which event Products are delivered at the risk of the customer and an extra charge may be made for delivery.

b. Any stated delivery date constitutes only a warranty by Pro2col to use reasonable endeavours to effect delivery by or about that date. No liability will be accepted by Pro2col for failure to meet delivery dates, however caused.

c. In any event, any liability for loss or damage in the course of delivery shall in all circumstances whatsoever be limited (at the option of Pro2col) to the repair or replacement of the Products concerned or to the crediting of the customer with the invoice value of such Products.

d. In the event of damage, the customer must advise Pro2col of any such damage, within 48 hours of delivery. No claim for damage will be allowed if advice is beyond this time limit.

Returns procedure
Product may only be returned to Pro2col after first obtaining Pro2col’s agreement to do so. Whenever Pro2col agrees to accept goods for return, it will do so by issuing a Returns Material Authorisation (RMA) number. Pro2col drivers or its delivery carriers are not authorised to collect Products for return without an appropriate reference number and any items received at Pro2col’s warehouses that do not clearly display an authorised RMA number, will be rejected. All returns must be completed within 10 working days of the issue of an RMA number.

Dead on arrival (DOA)
Any product that has been received by an end-user and deemed to be non-working or faulty, within 10 days from date of end-user invoice, is deemed to be DOA. Provided the defect is confirmed by Pro2cols technical team and the end-user proof of purchase date is supplied, such products will be replaced for a new unit, stocks permitting. Or for a purchase price credit, where stocks are no longer available. Any products exceeding this 10-day period and/or that were originally purchased from Pro2col over a period greater than 3 months will not qualify for replacement or credit and will fall under the standard warranty terms and conditions of the manufacturer.

Warranties and Liability
Pro2col has made every effort to make sure that the Software/Hardware is fit for the purpose advertised.  To the fullest extent permitted by law, the Software/Hardware sold by Pro2col is provided as is and with no warranties of any kind, whether express or implied, including, without limitation, any warranty of merchantability or fitness for a particular purpose.

In no event shall Pro2col, or anyone else who has been involved in the creation, production, or delivery of the Software/Hardware be held liable whether in contract or tort (including negligence) or otherwise for any loss of profit, health, or any commercial damage, including, but not limited to, special, incidental, consequential, or other damages resulting from the use, or misuse of the Software/Hardware.

To the extent permitted by law, the total liability of Pro2col in all circumstances is limited to the price paid by the Customer for the relevant product

Damaged goods
Any products received visibly damaged must be notified, in writing or via-email, to Pro2col within 48 hours of receipt. All such units will be replaced provided the damage was incurred prior to receipt by either the customer or the customers carrier.

Receiving errors
Receipts of incorrect shipments must be notified, in writing or via e-mail, to Pro2col within 2 working days of Pro2col invoice date. All such disputes will be resolved through arbitration using all the information available at that time e.g. proof of delivery.

Undamaged, non-defective goods
Generally, nondefective, undamaged goods will only be accepted back where they have not been supplied to order. In exceptional circumstances, Pro2col may allow the return of certain nondefective goods, however such returns will be on a case-by-case basis and will be subject to a re-stocking fee. Such requests should be made to Pro2cols sales department. All nondefective returns will only be accepted for goods that are received at Pro2cols warehouses in a pristine condition i.e. undamaged, unmarked, unopened and together with any accessories or cables as originally supplied. The customer is entirely responsible for the transportation and packaging of such goods.

Refunds and Returns
Refunds will only be given at the discretion of the Company Management.  All sales involving the delivery of a software licence key by email either to the customer or to Pro2col by the vendor are final and no returns can be accepted. Customers are encouraged to take advantage of the trial period before deciding to purchase.  For all other sales, returns will be accepted within 30 days of the purchase date at the discretion of the Company Management.

Title and risk
Until full payment has been received by Pro2col for all products whatsoever, supplied at any time by Pro2col to the customer.

a. Property of the Products shall remain in Pro2col:

b. The customer shall store the Products in such a way that they can be readily identified as being the property of Pro2col, and at all times in accordance with Pro2col’s recommendations;

c. Subject to (d) and (e) below, the customer shall be at liberty in its own name (but not on behalf of or in the name of Pro2col) to sell the Products in the ordinary course of business, on the basis that the proceeds of sale shall be the property of and held on trust for Pro2col:

d. Pro2col may at any time suspend or revoke the customer’s power of sale by notice to the customer if the customer is in default for longer than 14 days in payment of any sum whatsoever due to Pro2col or if any Bill of Exchange, cheque or other negotiable instrument drawn or accepted or endorsed by the customer in favour of Pro2col is dishonoured on presentation for payment;

e. The customer’s power of sale shall automatically come to an end if a Receiver is appointed over any of the assets or the undertaking of the customer or a Winding Up Order is made against the customer or the customer goes into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or causes a meeting of, or makes any arrangement or composition with creditors or commits any act of bankruptcy;

f. Upon revocation or determination of the customer’s power of sale under (d) or (e), the customer shall place the Products at the disposal of Pro2col, which shall be entitled to enter upon any premises of the customer for the purpose of removing such Products from the premises; Where payment is made by cheque, Pro2col shall not be deemed to have received payment until the cheque has been cleared. Not withstanding the foregoing, risk in the Products shall pass to the customer on delivery except where the customer requires a special method of shipment in which case risk shall pass to the customer when the Products leave Pro2col premises.

Product information
The customer shall ensure that any safety information of whatever kind provided by Pro2col in relation to the Products supplied is passed, where the Products are supplied for use at work, to the customer’s employees or, where the Products are supplied for resale to the subsequent purchaser the customer shall not alter, mask or remove any such safety information from the Products.

Limitation of liability
Pro2col will repair or at its option, replace or credit the customer with the invoice value of any Products found to be defective or faulty in all circumstances whatsoever the liability of Pro2col, in respect of any failure to comply with the contract or other breach of duty shall be limited to such repair, replacement or credit.

Amendments
Pro2col reserves the right to alter or amend these General Terms and Conditions of Sale for any particular class of Products or customer.

January 2012
Version 1.7

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