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Vandamme
Terms and Conditions
Terms and Conditions

All orders are accepted by VDC subject to the Terms and Conditions of Sale set out below.

1. Acceptance

All orders for products and services are accepted by VDC Trading Limited ('VDC') subject to these terms and conditions of sale. No other
terms will apply to the supply of products and services by VDC unless agreed in writing by an authorised signatory of VDC.
All descriptions of the products and services contained in the catalogue, or otherwise communicated to the Customer are approximate
only, and shall not form any part of the contract between VDC and the Customer. VDC may correct any errors in the catalogue without
liability to the Customer.

2. Prices

The prices of the products and services are as set out on the VDC web site (www.vdctrading.com) and catalogue that are current at the
date of despatch. All prices exclude VAT, which VDC will add at the rate applicable at the date of despatch. Whilst VDC will try to maintain
the prices quoted, VDC reserves the right to change them without prior notice at any time before order acceptance.

3. Ordering

VDC reserves the right to decline to trade with any company or person. In addition, VDC may decline to accept any order, whether or not
payment has been received, by giving notice of non-acceptance to the Customer by telephone, facsimile or e-mail within 24 hours
(excluding weekends and public holidays) of receipt by VDC of the order. If VDC declines to accept an order where payment has been
received, VDC will refund the payment.

VDC executes orders to the Customer's requirements, and does not substitute one product for another unless requested by the Customer,
or unless the product has been superseded. Orders sent in confirmation of telephoned instructions should be clearly marked
“CONFIRMATION”, otherwise VDC will accept no responsibility for duplication of despatch. In the event of such duplication, the duplicate
goods will be accepted back by VDC provided that they have been returned to VDC in their original condition and packaging and in a
condition which will enable them to be immediately fit for re-sale. The Customer must submit orders using VDC stock numbers and the
priced units used on the web site and in the catalogue and must specify the delivery services required.

4. Delivery & collection

There are no deliveries on Sundays, public holidays or between Christmas Eve and the first working day of the New Year. Delivery will
normally be made to the Customer's usual business address as notified to VDC unless otherwise notified to VDC at the time of ordering.
Customers may collect goods from VDC during normal business hours and collection times must be agreed in advance with VDC.
Carriage charges are as detailed in the “How to Deal with VDC” section of the catalogue and on the web site.

5. Inspection, transit delays and non-delivery

The Customer must inspect the products as soon as is reasonably possible after delivery and shall, within 2 days of the date of delivery,
give notice to VDC in detail of:

a) Any defect in the product that is apparent on reasonable examination. In this case VDC shall, at VDC’s discretion, replace the products
or refund the purchase price. In any event the Customer must refuse parcels delivered to it in a damaged condition;

b) Any shortfall in products delivered. In this case VDC shall, at its discretion, deliver the undelivered products or refund the price of the
undelivered products;

c) Any delivery of products not in accordance with the order. In this case VDC shall, at VDC’s discretion, replace the products or refund
the purchase price. If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in
accordance with the order and free from apparent defects, and the Customer shall be deemed to have accepted the products
accordingly. The Customer must notify VDC of any products invoiced but not delivered within 2 days of the invoice date, quoting the
invoice number. The Customer must notify VDC of any non-delivery of the products within 2 days of the promised despatch date.

Unless specified otherwise above under ‘Delivery’, the Customer’s exclusive remedy shall, at VDC’s sole discretion, be re-delivery of the
products or refund or credit of the purchase price. The remedies set out above are the Customer’s exclusive remedies for non-delivery,
late delivery or short delivery of products, or for apparent defects in the products or delivery of products not in accordance with the
order. VDC shall not be liable for any other losses, consequential or otherwise, arising from non-delivery or late delivery.

6. Payment

Credit terms, subject to satisfactory credit and trade references, are available. If credit has been granted, the Customer shall make
payment within 30 days of the date of invoice. Payment may be made by CHAPS, BACS, or other electronic means, direct transfer,
cheque or banker’s draft (made out to VDC Trading Ltd and crossed). Credit Account Application forms are available upon request from
our Sales Department.

If any sum is not paid by the due date for payment, all sums then outstanding from the Customer will immediately become due and
payable notwithstanding that such sums would not otherwise be due until a later date, and VDC may also charge the Customer interest
from the due date until payment is made in full (both before and after any judgement) on the amount unpaid at a rate which is 2 per cent
per annum above the National Westminster Bank plc base rate from time to time, compounded monthly.

Non-account Customers can make payment by cash, credit/debit card, cheque, direct transfer or banker’s draft (made out to VDC Trading
Ltd and crossed). The Customer may only use those credit cards that VDC chooses to accept, and may only be used for payment when
ordering, not as payment of accounts, and are subject to authorisation. Any subsequent refund will be made to the credit card account.
All payments must be made without any set-off, deduction or counterclaim.

7. Passing of Risk and Property

Risk of loss of or damage to the products shall pass to the Customer at the time of delivery. The property in the products shall not pass to
the Customer until all sums due or owing to VDC by the Customer on any account have been paid, and until payment the following
provisions shall apply. Except where full payment is made in cash, the whole of the price shall not be treated as paid until any cheque or
other instrument of payment given by the Customer has been met on presentation or otherwise honoured in accordance with its terms. If
the Customer defaults in the punctual payments of any sum owing to VDC, then VDC shall be entitled to the immediate return of all
products sold by VDC to the Customer in which the property has not passed to the Customer. The Customer thereby irrevocably
authorises VDC and its employees and agents to recover the products and to enter any premises of the Customer for that purpose.
Demand for or recovery of the products by VDC shall not of itself discharge either the Customer's liability to pay the whole of the price and
take delivery of the products or VDC's right to sue for the whole of the price.

8. Product and Availability Information

VDC reserves the right, without prior notice, to discontinue any product or to make design changes as part of its continuous programme
of Product improvement, or to assist product availability. Design changes may take place during the life of the catalogue. VDC
recommends that the Customer verifies dimensions and other data published the catalogue together with future availability, before
incorporating Products into designs or for other critical purposes. Dimensions and other physical characteristics are subject to normal
commercial tolerances.

The information contained within the web site and catalogue was, so far as VDC was aware, correct at the time of entry.
Where the Customer intends to supply the products to any other person, the Customer shall ensure that all warnings, labels, instructions,
manuals and other information in respect of the products or their use which are supplied with the products are not lost or damaged in any
way whilst the products are in its possession or under its control and that they are supplied with the products when it releases them from
its possession or control.

Unless otherwise confirmed, nothing on the website or in the catalogue is to be taken as a representation of the source of origin,
manufacture, or production of the Products or any part thereof.

9. Warranty

VDC warrants that if defects appear in products, under proper use, it will replace or repair the product or refund the purchase price. This
warranty is subject to a claim being made in writing to VDC within 12 months of the original date of despatch, or such other period as may
be indicated by VDC for specific products from time to time. This warranty is also subject to the products or parts to which the claim
relates being returned to VDC within that period suitably packaged, carriage paid and, where relevant, in accordance with any particular
instructions which VDC may have notified to the Customer at the time of supply.

Returned products or parts must be accompanied by an advice note stating the original invoice number in respect of the products and the
nature of any claimed defect, together with VDC’s Goods Return Form number and any such further information as VDC may at the time of
supply have stipulated.

Where the Customer returns products otherwise than in accordance with these warranty provisions, VDC may refuse such products and
return them to the Customer at the cost of the Customer.

Any products or parts which are replaced by VDC shall become the property of VDC.

Save as expressly provided in these terms and conditions of sale, all implied warranties, terms and conditions (whether statutory or
otherwise) are excluded to the fullest extent permitted by law and VDC will not be liable to the Customer for any loss of any kind
whatsoever which arises out of the breach of implied warranties, terms or conditions (statutory or otherwise) or breach of any other duty of
any kind imposed on VDC by operation of law. The Customer acknowledges that it is responsible for ensuring that the products it orders
are fit for the purposes for which it intends to use them.

10. Liability

VDC shall not be under any liability for damage, loss or expenses resulting from the failure to give advice or information or the giving of
incorrect advice or information (including, without limitation, advice or information given or not given by or through the VDC technical
department) whether or not due to its negligence or that of its employees, agents or subcontractors.

In no event shall any breach of any express or implied terms of the contract between VDC and the Customer, or any order accepted by
VDC, or any other duty of any kind imposed on VDC by law arising out of or in relation to the contract or order, or in respect of any defect
in the products, give rise to any liability for punitive damages, loss of revenue, loss of profits or expected future business, damage to
reputation or goodwill, loss of any order or contract or any consequential or indirect loss or damage arising from any cause.

VDC's liability (if any) to the Customer for a breach of any express or implied terms of the contract between it and the Customer, or any
order accepted by VDC, or any other duty of any kind imposed on VDC by law arising out of or in relation to the contract or order, or in
respect of any defect in the products, shall be limited to the price paid for the goods.

Nothing in this ‘Liability’ paragraph shall exclude or limit the liability of VDC for death or personal injury caused by the negligence of VDC or
its employees, agents or subcontractors, or for fraud.

11. Returns Policy

The customer may only return products to VDC, and receive a credit or refund, on the following conditions:
The Customer may only return product to VDC for a refund or credit with the prior consent of VDC. Returns must be made within 30 days
of the date of delivery (as stated on the delivery documentation). Products must be returned to VDC in their original condition and
packaging and in a condition which will enable them to be immediately fit for re-sale. The Customer must include an advice note stating
the original invoice number in respect of the products and the relevant VDC Goods Return Form number (which can be obtained from
VDC’s Customer Service Department).

Where specific instructions appear in the catalogue or with any product regarding its return to VDC, the Customer must follow such
instructions.

If the Customer does not quote invoice details or the VDC Goods Return Form number, the credit will be based upon the lowest sales price.
For products returned due to Customer error or no longer required and returned in accordance with this clause 10 a handling charge of
25% of the invoice value, subject to a £5.00 minimum, will be applied.

Where the Customer returns products to VDC not in accordance with this clause 10 (for example, after 30 days from the date of despatch
and in an unfit state) VDC will refuse delivery or may apply a handling charge which relates to the actual cost of reprocessing (subject to a
minimum 25% of invoice value and a £5.00 minimum).

This returns policy excludes non-catalogue products and specially manufactured products.
All products are returned to VDC at cost to the Customer and at the Customer’s risk. VDC accepts no responsibility for any loss of or
damage to them or any items received by VDC with them.

Products to be returned to VDC should be adequately packed and despatched freight prepaid, clearly labelled to: CUSTOMER RETURNS
DEPARTMENT, VDC Trading Ltd, VDC House, 4 Brandon Road, London N7 9AA.

12. Cancellations

The Customer may not cancel orders once accepted by VDC. Any cancellation (or part cancellation) of an order will only be accepted on
written agreement with VDC, the terms of which will indemnify VDC against any expense incurred by VDC. In the event of part cancellation,
VDC may invoice the Customer any difference in selling price per unit applicable to the quantity actually despatched up to the time of
cancellation compared to the quantity ordered.

13. Order Amendments

The Customer may not amend orders once accepted by VDC. Any amendments of an order will only be accepted on written agreement
with VDC, the terms of which will indemnify VDC against any expense incurred by VDC.

14. Repair Services

VDC offers repair services in respect of the products. The conditions which apply to these services are set out below.
The repair service is subject to the availability of parts and is only available if the product has not suffered excessive physical or electrical
damage and is free from modifications. VDC may at its absolute discretion either repair the product or replace it with a substitute product.

The Customer must pay the relevant charges plus applicable VAT as per Clause 6. Where the Customer has an authorised credit account
with VDC and encloses a properly authorised written order with the product the Customer may pay through such account and will be
invoiced in due course.

All products are sent, held by, and returned to the Customer at the Customer's risk and VDC accepts no responsibility for any loss or
damage to them.

15. Outsourced Products

Products which are not stocked by VDC (‘Outsourced Products’) will be sold at the prices set out in the relevant quotations supplied by VDC.
These prices will remain fixed for orders despatched within any period mentioned in the relevant quotation. Any data sheets prepared by
manufacturers and supplied with Outsourced Products are supplied by VDC without any representation or warranty concerning the
information in them. Accordingly, VDC will not be liable in connection with the supply of such information or any omission or inaccuracy
contained in it. Returns, part returns or cancellations of an order for Outsourced Products can only be accepted after prior negotiation and
agreement to terms which indemnify VDC against any expense incurred. In the event of part cancellations VDC may invoice the Customer any
difference in selling price per unit applicable to the quantity despatched up to the time of cancellation compared to the quantity ordered.

16. Force Majeure

VDC will not be in breach of its contract with the Customer for any delay in performing, or failure to perform, its obligations under these
terms and conditions of sale if that delay or failure was due to any cause or circumstance beyond VDC's reasonable control or by its
inability to procure services, materials or articles required for the performance of the contract except at enhanced prices. In these
circumstances, VDC may at its sole option delay the performance of, or cancel the whole or any part of, the contract without liability to the
Customer. In particular, although VDC will use reasonable endeavours to deliver back orders by the date stated by VDC, VDC shall not be
held responsible for any delay in the delivery of such orders.

17. Copyright

The Customer acknowledges that VDC owns the copyright in the catalogue, and that its whole or partial reproduction without VDC's prior
written consent is prohibited.

18. Data Protection and Customer Information

VDC is registered as a data controller under the Data Protection Act. VDC may keep and use personal details of the Customer and its
employees for the purposes of providing services to the Customer. In addition VDC may need to disclose the Customer's and its
employees' details to organisations working on behalf of VDC anywhere in the world (for example, credit reference agencies, mailing
houses and call centres).

VDC may send to the Customer and its employees details of other products and services offered by the Company that may interest the
Customer. If the Customer or its employees do not want to receive details of these offers then they should contact the VDC Sales Department
either in writing VDC House, 4 Brandon Road, London N7 9AA, by fax on 020 7700 3888, by telephone on +44 (0) 20 7700 2777 or by e-mail
at sales@vdctrading.com.

The Customer consents that VDC may use the name of the Customer by disclosing it to certain VDC suppliers for market research and
commission purposes.

19. Law and Jurisdiction

The contract between VDC and the Customer shall be governed by and interpreted in accordance with English Law and the Customer
submits to the jurisdiction of the High Court of Justice in England, but VDC may enforce the contract in any court of competent jurisdiction.