Vetspace Payment Terms – VETSPACE LIMITED

1. Definitions
1.1 “Customer” means the party identified as the customer in the agreement to whom Vetspace may agree to supply products in accordance with these terms and conditions.
1.2 “Vetspace” means Vetspace Limited. Vetspace Instruments Ltd. and Vetspace systems ltd. registered office at Caledonian Exchange, 19A Canning Street, Edinburgh, EH3 8HE
1.3 “Products” means goods including but not limited to computer hardware items to be provided by Vetspace to the customer in accordance with the terms and conditions

2. Order Acceptance

2.1 All orders with Vetspace by the customer for products shall constitute an offer to Vetspace under these terms and conditions subject to availability of the product and to acceptance of the order by Vetspace’s authorised representative.

2.3 It is agreed that these terms and conditions prevail over the customer’s terms and conditions of purchase unless these latter terms and conditions are amended by Vetspace in writing and signed by Vetspace

3. Independent contractor
Neither party is the agent of the other and neither party has any authority to make any contract or make any obligation expressly or impliedly in the name of the other party without the party’s prior consent for express purposes connected with the performance of this agreement.

4. Dispatch

4.1 Any time quoted for dispatch is to be treated as and estimate only but dispatch may be postponed because of conditions beyond Vetspace’s reasonable control and in no event shall Vetspace be liable for any damages or penalty for delay in dispatch or delivery.

4.2 Risk shall pass to customer at the time the products are dispatched by Vetspace. Vetspace accepts no loss or damage caused by the carrier.

4.3 If products have not been received the customer must notify Vetspace within seven days of the date of the invoice. If proof of delivery is required this must be requested within fourteen days of the date of the invoice.

5. Cancellation and rescheduling

Subject to clause 6.2 any request by the customer for cancellation of any order or for rescheduling of deliveries will only be considered by Vetspace if made at a maximum of 24 hours from order placement, and shall be subject to acceptance by Vetspace at Vetspace’s sole discretion and subject to a reasonable administration charge therefore by Vetspace. The customer herby agrees to indemnify Vetspace against all loss, costs (including the cost of labour and materials used and overheads incurred) damages, charges and expenses arising out of the order and its cancellation and rescheduling.

6. Prices

6.1 Catalogues, price lists and literature or materials as sent by Vetspace are intended only as indication as to price and range of goods offered and no prices, descriptions or other particulars continued therein shall be binding on Vetspace.

6.2 All prices are given by Vetspace at the time of the order on an ex-works basis and the customer is liable to pay for transport, packing and insurance

6.3 All quoted or listed prices are based on the cost to Vetspace of supplying the products to the customer, if before delivery of the products there occurs any increase in any way of such costs in respect of products which have not yet been delivered, the price payable may be subject to amendment without notice at Vetspace’s discretion.

6.4 All prices are exclusive of value added Tax and any similar taxes, All such taxes are payable by the customer and will be applied in accordance with UK legislation in force at the tax point date.

7. Payment Terms

7 . 1 Invoices will be raised and dated by Vetspace on the order of the products. Unless otherwise specifically negotiated and agreed, installation invoices will be payable prior to the install date stated on the invoice. Non – Installation invoices will be payable by Direct Debit. As per the Direct Debit guarantee, you will be given 10 working days to query the invoice amount if desired. Payments which are not received when payable will be considered overdue and remain payable by the customer together with interest for late payment from the date payable at the rate of 4% per annum above the base rate for the time being at the bank of Scotland. Such interest shall accrue on a daily basis and be payable on demand after as well as before Decree.

7.2 When all prices, taxes and charges are due in respect of the products and any products supplied previously to the customer have been paid in full, title to hardware products only shall pass to the customer.

7.3 Not with standing dispatch and the passing of risk in the products to the customer pursuant to clause 4, or any other provision of these conditions, the property in the hardware products shall not pass to the customer until Vetspace has agreed to be sold by Vetspace to the customer for which payment is then due.

7.4 Until such time as the property in the products passes to the customer, the customer shall hold the products as Vetspace’s fiduciary agent and bailer and shall keep the products properly stored, protected and insured and identified as Vetspace’s property, until that time the customer shall be entitled to resell or use the products in the ordinary course of its business but shall account to Vetspace for the proceeds of sale or otherwise of the products, whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate from any monies or property of the customer and third parties and in the case of tangible proceeds, property stored, protected and insured.

7.5 Until such time as the property in the products passes to the customer (and provided the products are still in existence and have not been resold) Vetspace shall be entitled at any time to require the customer to deliver up the products to Vetspace and if the customer fails to do so forthwith, to enter upon any premises of the customer or any third party where the products are stored and repossess the products.

7.6 The customers power of sale or right t use such products shall immediately cease if a receiver is appointed over all or any part of its assets or if it is adjudicated bankrupt or enters into liquidation whether compulsory or voluntary or if the customer makes an arrangement with its creditors, or generally becomes unable to pay its debts within the meaning of the insolvency act 1986

7.7 On termination of the customer’s power of sale or right to use the products the customer will immediately hold the products to the order of Vetspace.

7.8 The customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the products which remain the property of Vetspace but if the customer does so all monies owing by the customer to Vetspace to Vetspace (without prejudice to any other right or remedy of the seller) forthwith become due or payable.

7.9 Vetspace reserves the right to cease supplies of products to the customer at any time. On such escalation of supplies. Vetspace reserves the right to withdraw any credit facility such that the whole of the customers account becomes due for payment forthwith.

8. Specification of Products

8.1 Vetspace will not be liable in respect of any loss or damage caused by or resulting from any variation for whatsoever reason in Vetspace’s specification or the manufacturers specifications or technical data and will not be responsible for any loss or damage resulting from curtailment or cessation of supply following such variation. Vetspace will use its reasonable endeavors to advise the customer of any such impending variation as soon as it receives any notice there or from the manufacturer.

8.2 Unless otherwise agreed, the products are supplied in accordance with Vetspace’s specification or the manufacturers standard specification or the manufactures standards specifications as these may be improved, substituted or modified, Vetspace reserves the right to increase its quoted or listed price, or to change accordingly in respect of any orders accepted for products of non-standard specifications and in no circumstances will it consider cancellation of which orders or the return of products.

9. Property Rights in Software Products

9.1 The customer herby acknowledges that any propriety rights in any third party software supplied here under including but not limited to any title or ownership rights, patent rights, copyrights and trade secret rights shall at all times and for all purposes vest and remain vested in the third party software owner.

9.2 The customer herby acknowledges that it is sole responsibility to comply with any terms and conditions of license attaching to Third party Software supplied and delivered by Vetspace (including if so required the execution and return of third party software license). The customer is here by notified that failure to comply with such terms and conditions could result in the customer being refused a software license or having the same revoked by the property owner. The customer further agrees to indemnify Vetspace in respect of any costs, charges or expenses by Vetspace at the suit of a Third Party Software owner as a result of any breach by the customer of such.

10. Returns

10.1 Vetspace reserves the right to levy an administration charge in respect of the rotation of products and returns

10.2 Returns must be made subject to the following: –
a) Prior authority having been obtained from Vetspace, which will be given at Vetspace’s sole discretion:
b) Within 30 days of the date of invoice:
c) Subject to stock rotation policy
d) The products must be in saleable condition
e) The product must be in a saleable condition
f) The product must be accompanied by a detailed packing list:
g) The product is covered by warranty (see section 11)

10.3 Vetspace reserves the right to reject any products returned which do not comply with the conditions set out in clause 10.2 10.4 If Vetspace nevertheless agrees to accept any products returned in a non-saleable condition, Vetspace reserves the right to charge the cost to the customer of bringing the products to a saleable condition, Vetspace reserves the right to change the cost of the customer of products to a saleable condition.

11. Warranty

11.1 Vetspace warrants that it has good title to or license to supply all products to the customer.

11.2 If any part of the hardware products should prove defective in material or workmanship under normal operation or service such projects will be repaired or replaced only in accordance with any warranty cover and terms provided by the manufacturer of the products. PROVIDED THAT no unauthorised modifications to the product or to the system of which the product forms part have taken place Vetspace is not responsible for the cost of labour or other expenses incurred in repairing or replacing defective or non-conforming parts.

11.3 The sole obligation of Vetspace in connection with the supply of third party software products is to use reasonable endeavours to obtain and supply a corrected version for the manufacturer concerned in the event that any such software product should fail to conform to its product description PROVIDED ALWAYS THAT the customer notifies Vetspace of any such non – conformity within 30 days of the date of delivery of the applicable software product.

11.4 If the products are rejected by the customer as not being in accordance with the customers order pursuant to clause 11.2 o 11.3, Vetspace will only accept the return of such products provided that it receives written notification thereof giving detailed reasons for rejection. Vetspace will not consider any claim for compensation, indemnity or refund until liability, if any, has been established or agreed with the manufacturer and where applicable the insurance company. Under no circumstances shall the invoiced products be deducted or set off by the customer until Vetspace has passed a corresponding credit note. NO REFUND SHALL BE GIVEN UNLESS THE PRODUCT IS RETURNED TO VETSPACE, PURSUANT TO CLAUSE 10, WITHIN 30 DAS FROM THE DATE OF THE INVOICE.

11.5 EXCEPT AS SPECIFICALLY SET OUT IN THIS CLAUSE 11, VETSPACE DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, BE STATUTE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF DESCRIPTION, DESIGN, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM ANY PREVIOUS COURSE OF DEALING USAGE OR TRADE PRACTICE.

12. Indemnifies and Limits of Liability

12.1 Vetspace will indemnify the customer for direct physical injury or death caused solely by defects in any of the products or caused solely by the negligence of its assigned employees acting within the course of their employment and the scope of their authority.

12.2 Vetspace will indemnify the customer for direct damage to property caused solely by defects in any of the products or caused solely by the negligence of its assigned employees acting within the course of employment and scope of their authority. The total liability of Vetspace under this sub clause shall be limited to £100,000.00 for any one event or series of connected events.

12.3 Except as stated in clauses 12.1 and 12.2 above, Vetspace disclaims and excludes all liability to the customer in connection with these terms and conditions including the customer the customers use of the products and in no event shall Vetspace be liable to the customer for special, indirect or consequential damage including but not limited to the loss of profits or arising from loss of data or in connection with the use of the products. All terms of any nature, express or implied, statutory or otherwise, as to correspondence with any particular description or sample, fitness for purpose or merchantability are hereby excluded.

12.4 The customer shall indemnify and defend Vetspace and its employees in respect of any claims by third parties, which are occasionally by or arise from any Vetspace performance or non-performance pursuant to the instructions of the customer or its authorised representative.

12.5 No guarantee is given with regard to time for repair or rectification of any product unless confirmed in writing by Vetspace.

13. Termination for clause

This agreement may be terminated forthwith by notice in writing

13.1 By Vetspace if the customer fails to pay any sums hereunder by the due date notwithstanding the provisions for later payment in Clause 7.1:

13.2 If either party fails to perform any of its obligations under this agreement and such failure continues for a period of 14 days after written notice thereof, by the other party:

13.3 If either party is involved in any legal proceedings concerning its solvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary, other than for the purpose of an amalgamation or reconstruction, or makes arrangement with its creditors or petitions for an administration order or has a receiver or manager appointed over all or any past of its assets or generally becomes unable to pay its debts within the meaning of section 123 of insolvency act 1986, then without prejudice to any other rights or remedies available to it, the other party shall have the right to terminate this agreement forthwith.

13.4 Any termination of this agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law, and shall not affect any incurred rights or liabilities of either party.

14. Contract

14.1 The headings in this agreement are for ease of reference only and shall not affect its interpretation or construction.

14.2 No forbearance, delay, or indulgence by either party in enforcing its respective rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or any breach of any contractual terms shall be deemed to be a waiver of any other rights or any later breach.

14.3 The customer not to assign any of its rights herein without the prior written consent of Vetspace.

14.4 In the event of any of these terms and conditions or any party of any of them being judged illegal or unenforceable for any reason, the continuation in full force and affect of them shall not be produced.

14.5 Nether party shall be liable to the other for any delay in or failure to perform its obligations hereunder (other than payment of money) where such delay or failure results from force major act of god, fire explosion, accident, industrial dispute or any other cause beyond its reasonable control.

14.6 Any documents or notices given here under by either party to the other must be in writing and may be delivered personally or by recorded delivery or registered post and in the case of the post will be deemed to have been given two working days after the date of posting. Documents or notices shall be delivered or sent to the address of the parties on the first day of this agreement or to any other address notified in the normal course of trading in writing by either party to the other for the purpose of receiving documents or notices after the date of this agreement.

14.7 These terms and conditions shall be governed and construed in accordance with Scottish law.

15. Disclaimer

Specifications of all products are subject to change without prior notice. Vetspace makes no warranties, either express or implied, including without limitation thereof, warranties as to make marketability, for any purpose of use, or against infringement of any rights and patent, under no circumstances shall Vetspace be responsible or liable for any direct, incidental or consequential loss of data of any kind and nature.