1. Interpretation

1.1 In these Conditions the following words have the following meanings:

"OKSA Automation Ltd and OKSA Automation Limited” (referred to hereinafter as “OKSA”) means OKSA whose registered office is at Office 205, East Lane Business Park, 11 Courtney Road, Wembley, England HA9 7ND.

"Customer" means the firm, organisation or company who purchases the Goods from OKSA;

"Contract" means any Contract between OKSA and the Customer for the sale and purchase of the Goods, incorporating these Conditions;

"Goods" means any Goods agreed in the Contract to be supplied to the Customer by OKSA (including any part or parts of them);

"Returns Material Authorisation" or "RMA" means the system used by OKSA to trace and monitor all returned Goods.

1.2 In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as amended, consolidated, modified, extended, re-enacted or replaced.

1.3 In these Conditions references to the masculine include the feminine and the neuter and references to the singular include the plural and vice versa as the context admits or requires.

1.4 In these Conditions headings will not affect construction.

2. Application of terms

2.1 Subject to any variation under Condition 2.3 the Contract will be on these Terms and Conditions to the exclusion of all other terms and conditions (including any terms and conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2 No terms or conditions endorsed upon, delivered with or contained in the Customer's purchase order, confirmation of order, specification or other document will form part of the Contract simply because of such document being referred to in the Contract.

2.3 These Conditions apply to all OKSA's sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing between the authorised representatives of the Customer and OKSA. Nothing in this Condition will exclude or limit OKSA's liability for fraudulent misrepresentation.

2.4 Each order for Goods by the Customer from OKSA shall be deemed to be an offer by the Customer to purchase Goods subject to these Conditions.

2.5 No order placed by the Customer shall be deemed to be accepted by OKSA until a written acknowledgement of order is issued by OKSA or (if earlier) OKSA delivers the Goods to the Customer.

2.6 No order which has been accepted by OKSA may be cancelled by the Customer except with the agreement in writing of OKSA.

2.7 Any quotation is given on the basis that no Contract will come into existence until OKSA despatches an acknowledgement of order to the Customer. Any quotation is valid for a period of 30 days only from its date, provided that OKSA has not previously withdrawn it.

2.8 All transactions are business to business transactions.

3. Description

3.1 The quantity, quality and description of the Goods shall be as set out in OKSA's quotation.

3.2 All drawings, descriptive matter, specifications and advertising issued by OKSA and any descriptions or illustrations contained in OKSA's printed materials, web pages or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract.

4. Delivery

4.1 Any dates specified by OKSA for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.

4.2 Subject to the other provisions of these Conditions OKSA will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by OKSA's negligence), nor will any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days.

4.3 If for any reason the Customer will not accept delivery of any of the Goods when they are ready for delivery, or OKSA is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:

4.3.1 risk (including for loss or damage caused by OKSA's negligence); will pass to the Customer;

4.3.2 the Goods will be deemed to have been delivered; and

4.3.3 OKSA may store the Goods until delivery where upon the Customer will be liable for all related costs and expenses (including, without limitation, storage and insurance).

5. Non-delivery

5.1 Any liability of OKSA for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6. Risk/Title

6.1 The Goods are at the risk of the Customer from the time of receipt by customer.

6.2 Ownership of the Goods shall not pass to the Customer until OKSA has received in full (in cash or cleared funds) all sums due to it in respect of:

6.2.1 the Goods; and

6.2.2 all other sums which are or which will become due to OKSA from the Customer on any account.

6.3 Until ownership of the Goods has passed to the Customer, the Customer must:

6.3.1 hold the Goods on a fiduciary basis as OKSA's bailee;

6.3.2 store the Goods (at no cost to OKSA) separately from all other Goods of the Customer or any third party in such a way that they remain readily identifiable as OKSA's property;

6.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating tothe Goods;

6.3.4 maintain the Goods in satisfactory condition and keep them insured on OKSA's behalf for their full price against all risks to the reasonable satisfaction of OKSA. On request the Customer shall produce the policy of insurance to OKSA.

6.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions:

6.4.1 any sale shall be effected in the ordinary course of the Customer's business at full market value; and

6.4.2 any such sale shall be a sale of OKSA's property on the Customer's own behalf and the Customer shall deal as principle when making such a sale.

6.5 Without limiting any other right or remedy available to it, OKSA may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the payment shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary, if:

6.5.1 The Customer makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

6.5.2 An encumbrancer takes possession, or a receiver is appointed, of any of the propertyor assets of the Customer; or

6.5.3 The Customer ceases, or threatens to cease, to carry on in business; or

6.5.4 OKSA reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

6.6 OKSA shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from OKSA.

6.7 Until such time as the ownership in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), OKSA may at any time require the Customer to deliver up the Goods to OKSA, at the Customer's expense, and if the Customer fails to do so forthwith, enter any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

7. Price

7.1 Unless otherwise agreed by OKSA in writing the price for the Goods shall be the price quoted by OKSA. Where no price is quoted the price shall be the price set out in OKSA's price list published on the date of acceptance of the Customer's order.

7.2 OKSA reserves the right, by giving written notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to OKSA which is due to any factor beyond the control of OKSA (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase inthe costs of labour, materials or other costs of manufacture), any change in delivery dates,quantities or specifications for the Goods which is requested by the Customer, or any delay caused by any instruction of the Customer or failure of the Customer to give OKSA adequate information or instructions.

7.3 The price of the Goods shall be exclusive of any value added tax and all costs or charges in relation to loading, unloading, carriage and insurance all of which amounts the Customer will pay in addition when it is due to pay for the Goods.

7.4 For scheduled orders, OKSA reserves the right to charge the Customer furtheramounts if the price of the supplies increases before the end of that period.

8. Payment

8.1 Time for payment shall be of the essence.

8.2 OKSA reserves the right to charge late paying Customer in accordance with the provisions of Late Payment of Commercial Debts (Interest) Act 1998 and its subsequent amendments.

8.3 No payment shall be deemed to have been received until OKSA has received cleared funds.

8.4 The Customer shall make all payments due under the Contract without any deduction whether by way of set-off, counter claim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by OKSA to the Customer.

8.5 All payments payable to OKSA under the Contract shall become due immediately upon termination of this Contract despite any other provision.

8.6 Customer’s choice of payment methods is as follows:

• BACS payment 30 days from date of invoice.
• Credit/ debit card payment at time of order.
• BACS payment of proforma invoice (no action will be taken by OKSA to procure Goods for the Customer until this payment is cleared).

8.7 Where payment is made by credit card, the credit card is debited when the order is placed, not on despatch of Goods.

8.8 A charge of 3% of invoice amount will be made by OKSA should the Customer decide to make a credit card payment for Goods already despatched.

8.9 For web orders, a charge of 3.8% of total amount will be made by OKSA should the customer choose to pay by any credit card issued by American Express. This total amount includes VAT and carriage.

8.10 For non-web orders, a charge of 4.5% of the net total amount will be made by OKSA should the customer choose to pay by any credit card issued by American Express.

9. Communications

9.1 All communications about this Contract must be in writing and sent to:

9.1.1 OKSA’s registered office or such changed address as shall be notified to the Customer by OKSA;

9.1.2 The Customer’s registered office or to any address of the Customer set out in any document which forms part of this Contract or such other address as shall be notified to OKSA by the Customer.

10. Quality

10.1 OKSA warrants that (subject to the provisions of these Conditions) upon despatch from OKSA, and for a period of 12 months unless otherwise stated from the date of despatch from OKSA, the Goods will be free from defects in material and workmanship.

10.2 OKSA shall not be liable for a breach of the warranty in Condition 10.1 unless:

10.2.1 the Customer gives written notice of the defect or failure to fulfil contract requirements to OKSA within 5 working days from the date of receipt or (where the defect was not apparent on reasonable inspection) within a reasonable time after receipt of the defect or failure and;

10.2.2 OKSA is given a reasonable opportunity after receiving the notice of examining such Goods and the Customer (if asked to do so by OKSA) returns such Goods to OKSA for the examination to take place.

10.3 OKSA shall not be liable for a breach of the warranty in Condition 10.1 if:

10.3.1 the Customer makes any further use of such Goods after giving such notice or;

10.3.2 the defect arises from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow proper handling and packaging precautions or failure to follow OKSA's verbal or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice or;

10.3.3 the Customer alters or repairs such Goods without the written consent of OKSA

10.4 Subject to Conditions 10.2 and 10.3, if any of the Goods fail under the warranty in Condition 10.1 OKSA shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if OKSA so requests, the Customer shall return the Goods or the part of such Goods which is defective to OKSA. Any repair or replacement under these conditions will be warranted for the portion of the warranty period not expired and may result in an equivalent or higher specification product being given to the Customer.

10.5 If OKSA complies with Condition 10.4 it shall have no further liability for a breach of the warranty in Condition 10.1 in respect of such Goods.

10.6 Dimensions and other physical characteristics of the Goods are subject to normal industry tolerances.

10.7 Unless specified in writing, goods are not designed, intended or authorised for use in life support, life sustaining, nuclear, military, or other applications in which the failure of such goods could reasonably be expected to result in injury, loss of life or catastrophic property damage. The customer acknowledges that such use is at the Customer's sole risk and holds OKSA harmless from and against any claim or damage arising.

10.8 Whilst OKSA takes all reasonable care to ensure that supplied computer systems meet customers’ requirements, no responsibility is accepted for unforeseen software, firmware or hardware compatibility problems. If such problems arise, OKSA may choose to offer a limited level of support on a discretionary basis. The offering of such support is solely a goodwill gesture and does not imply liability.

11. Returns

11.1 Unless condition 10 applies, returns are at the discretion of OKSA and we reserve the right to charge a 15% restocking fee subject to a minimum of £50.

11.2 If the Goods to be returned consist of software, whether in the form of a compact disc, floppy disc, tape, DVD or similar means of storage, the packaging containing the software must not have been opened at any time. If it has been opened the Customer is not permitted to return it unless Condition 10 applies.

11.3 The Customer agrees to take responsibility f or all obligations imposed by the WEEE Directive and under takes to fulfil these obligations in their entirety. This includes the obligation to dispose of WEEE at an Approved Authorised Treatment Facility as per the WEEE regulations, and passing the treatment evidence notes back to OKSA.

12. Returns Material Authorisation

12.1 In order to process returned Goods, OKSA uses an RMA system. Before returning Goods for any reason, which will be done at the Customer’s expense, the Customer should contact OKSA to request an RMA number. The Customer must give the reason for the return of the Goods, and if the Goods are still under warranty, provide the original invoice number and date of purchase.

12.2 When returning Goods, the Customer will ensure that they are suitably packed, considering electrostatic discharge precautions if appropriate, and that the packaging is marked with the RMA number. The Customer must not write the RMA number on the Goods.

12.3 OKSA may refuse returned Goods and return them directly to the Customer, if they arrive without an RMA number.

12.4 If OKSA needs to return an RMA to a customer outside the UK, the Customer will bear the carriage costs in all instances and regardless of RMA reason.

13. Evaluations

13.1 In the event that a customer decides not to buy the Goods and unless an alternative arrangement has been agreed in writing before the despatch of the Goods, any Goods sent for a trial period of evaluation to a Customer by OKSA, must be returned to OKSA together will all accessories, packaging and manuals, taking into account electrostatic discharge precautions if appropriate, within 5 working days of the OKSA despatch date.

13.2 Goods returned outside the agreed deadline f or returns may not be accepted or may incur a 15% restocking fee subject to a minimum of £50, at the sole discretion of OKSA.

13.3 OKSA will credit to the Customer the value of the returned Goods, subject to the deduction of any costs incurred in sending the Goods to the Customer and bringing the Goods to a re-stockable condition.

13.4 The RMA procedure must be followed when returning any Goods.

14. Repairs

14.1 If any Goods require repairs, they must be returned using the RMA procedure set out in Condition 12. Details of any faults and details of any repairs that are required must been closed with the Goods.

14.2 No charges for repairs will be incurred where the Goods are under warranty and the terms of Condition 10 have not been breached. However, we reserve the right to charge a fee when no fault is found and to take ownership of products to cover our repair or no fault found costs.

14.3 Repairs carried out, outside of warranty carry a 3-month warranty.

15. Intellectual property

15.1 The Customer warrants that any design or instruction furnished or given by the Customer will not be such as will cause OKSA to infringe any patents, registered design, trademark or copyright or other industrial or intellectual property rights in the execution of the Contract.

15.2 Reproduction of any part of OKSA's printed material, or web site, without the written consent of OKSA is strictly prohibited.

15.3 The Customer indemnifies any claim caused using Products or software in conjunction with anything not supplied by OKSA and agrees to comply with the licence conditions for any software supplied.

15.4 OKSA shall retain ownership of all confidential information and intellectual property it had prior to the Customer’s enquiry. All new intellectual property conceived or created by OKSA in the performance of this contract, whether alone or with any contribution from the customer, shall be owned exclusively by OKSA. Customer agrees to deliver any documentation necessary to achieve this result.

16. Limitation of liability

16.1 Subject to Condition 10, the following provisions set out the entire financial liability of OKSA (including any liability for the acts or omissions of its employees, agents and sub-Contractors) to the Customer in respect of:

16.1.1 any breach of these Conditions; and

16.1.2 any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.

16.2 Nothing in these Conditions excludes or limits the liability of OKSA for death or personal injury caused by OKSA's negligence or fraudulent misrepresentation.

16.3 Subject to Condition 16.2:

16.3.1 OKSA's total liability in Contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the Contract price; and

16.3.2 OKSA shall not be liable to the Customer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (how so ever caused) which arise out of or in connection with the Contract.

16.3.3 The Customer indemnifies OKSA for any claim which arises due to theCustomer's own actions of which OKSA had no knowledge prior to order placement.

17. Minimum order value

17.1 OKSA reserves the right to impose a minimum order value at its discretion.

18. Assignment

18.1 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of OKSA.

18.2 OKSA may assign the Contract or any part of it to any person, firm or company.

19. General

19.1 Each right or remedy of OKSA under the Contract is without prejudice to any other right or remedy of OKSA whether under the Contract or not.

19.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of the such provision shall continue in full force and effect.

19.3 Failure or delay by OKSA in enforcing or partially enforcing any provision of the Contract will not be considered as a waiver of any of its rights under the Contract.

19.4 Any waiver by OKSA of any breach of, or any default under, any provision of the Contract by the Customer will not be deemed a waiver of any subsequent breach of default and will in no way affect the other terms of the Contract.

19.5 The parties to this Contract do not intend that any terms of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

19.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.

19.7 OKSA reserves the right to use any/all information gained in the contract fulfilment for their marketing purposes, unless the customer specifically requests in writing to OKSA HQ that this information is to remain confidential.

19.8 The Customer is responsible f or ensuring that goods are exported in accordance with applicable laws and regulations.

19.9 Upon payment by Customer of the appropriate charge, OKSA will provide in writing such export information as is available at time of Order. This information is specific to the actual Products sold on that Order. The Customer can make no assumptions regarding the export status of other Products, similar Products, or the same Products sold under a different Order. The Customer can make no assumptions regarding export status where, for whatever reason, no written information has been given by OKSA. OKSA is not liable for the absence or delay of export information and the Customer can make no assumptions regarding export status of products where information provision is absent or delayed.

19.10 All quotations are provided on E&OE basis.

20. Call recording

Calls to any number published by OKSA may be recorded or monitored for the purposes of security and Customer care training.

21. Technical support

21.1 These Terms and Conditions shall apply to all tech support services provided by OKSA or any of its associated or subsidiary companies and are in addition to our main Terms and Conditions.

21.2 Technical support is not provided, or continued, for customers who are overdue with their payments during the period in which they are overdue.

21.3 Only products purchased from OKSA are supported and proof of purchase and product serial number may be required before support can commence.

21.4 No technical support will be provided to a party who has not purchased the goods directly from OKSA.

21.5 Technical support is not provided f or Customer-specific application (this includes support required for research projects or similar) or compatibility with products not purchased from OKSA.

21.6 No technical support will be provided for allied or ancillary Goods not supplied by OKSA.

21.7 If the information a customer needs is in the manual or other literature related to the product, in whatever format, the Customer will be referred to the relevant document.

21.8 OKSA reserves the right to limit support and/or to terminate support at its discretion. In such cases, OKSA will do its utmost to provide chargeable training or chargeable technical support as requested by the Customer.

21.9 Online chat scripts are stored and maintained in confidence.

22. Force majeure

OKSA reserves the right to defer the date of despatch from OKSA or to cancel the Contract or reduce the volume of Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying out of its business due to circumstances beyond the reasonable control of OKSA including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protest, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 180 days, the Customer shall be entitled to give notice in writing to OKSA to terminate the Contract.