Terms and Conditions of Sale

All Orders accepted by OKdo Technology Limited, a company registered in England and Wales, company number 11502983, registered office Fifth Floor, Two Pancras Square, London, N1C 4AG (OKdo) are subject to these terms and conditions (version updated September 2019).

These Terms and Conditions apply to business customers, not to private individuals acting as consumers.
For resellers, additional terms and conditions apply as set out in the schedule (Reseller Terms).

1. Introduction
1.1 In these terms and conditions: Catalogue means the current OKdo catalogue of Products including as shown on the OKdo website, and any other catalogue of Products published by OKdo in any medium; Commencement Date means the date of the order confirmation or the date set out in the Framework Agreement; Contract means an accepted Order for the supply of Products; Customer means the person or company who purchases the Products from OKdo (including any resellers); Framework Agreement means the agreement entered into between the Parties listing any ongoing commercial arrangements; Order means the Customer’s order for the supply of Products; Order Confirmation means the written acceptance of the Order sent by OKdo to the Customer forming the Contract; Products means the goods supplied by OKdo as set out in the Contract and Term shall have the meaning set out in paragraph 1.5 below.
1.2 All Contracts are subject to these terms and conditions. No other terms will apply to the supply of Products by OKdo, or any Contract, unless agreed in writing by an authorised signatory of OKdo. OKdo reserves the right to amend these terms and conditions at any time. The most current version of these terms and conditions can be found at OKdo Business Account Customer Centre
1.3 All descriptions of the Products contained in the Catalogue or otherwise communicated to the Customer are approximate only, and shall not form any part of the Contract. OKdo may correct any errors in the Catalogue without liability to the Customer.
1.4 Any term(s) in the Order Confirmation shall prevail over these terms and conditions in case of any conflict.
1.5 The terms and conditions shall come into force on the Commencement Date and (subject to the provisions for earlier termination) shall remain in force for the Initial Period and thereafter until notice is received as per the Termination clause 13 (the Term).
2. Orders
2.1 The advertising of Products in the Catalogue, and any tender or quotation issued by OKdo, is not an offer capable of acceptance, it merely constitutes an invitation by OKdo for the Customer to make an offer.
2.2 All Orders placed with OKdo must be in writing, and may be placed by post, or other electronic means and are subject to acceptance by OKdo. OKdo reserves the right to decline to trade with any person, and OKdo may decline to accept any Order.
2.3 The Customer must submit Orders stating: stock numbers; quantity required using the priced units in the Catalogue; full delivery instructions including choice of carriage by air or surface; and country of final destination of the Products.
2.4 An Order shall only be accepted when OKdo issues written acceptance of the Order (Order confirmation) in accordance with these terms and conditions at which point and on which date the Contract shall come into existence.
3. Price
3.1 The price of the Products shall, subject to the following, be as set out in the Contract, or if no price is quoted in the Contract, the price set out in the Catalogue.
3.2 All prices are subject to alteration by OKdo by notice to the Customer not less than 7 days before the shipment date of the Products. The Customer may, upon receipt of such notice from OKdo, cancel the Contract by written notice to OKdo at any time prior to the shipment date, unless the Customer agreed to the change in Price in which case neither party shall be under any further liability under the Contract insofar as it relates to such Products.
3.3 Additional costs shall be as set out in these terms and conditions.
3.4 The prices in the Catalogue are ex-works (Incoterms 2010) and exclude delivery charges and value added tax (VAT), though include the costs of packing. The Customer shall also be responsible for all duties, rates, taxes, dues, levies or charges imposed in connection with the Products by any country to which the Products are to be delivered; and the fees of any Chamber of Commerce and any consular fees of the country to which the Products are to be delivered.
3.5 Where delivery of Products takes place within the United Kingdom, VAT will be charged at the standard rate, even if the Products are claimed to be for subsequent export. Where delivery of Products is made to another European Union member state, VAT will not be charged providing an EC VAT registration number is held on OKdo’s records. If the Customer is unregistered, VAT must be charged at the standard rate applicable. Where a supply of Products is made outside the European Union, VAT will be zero-rated provided the conditions of VAT Notice 703 apply.
3.6 OKdo shall, at the request of the Customer, provide to the Customer a proforma invoice in respect of the Products. OKdo shall for these purposes estimate the price and additional costs applicable to the sale of the Products without prejudice to the other provisions of this clause 3.
4. Terms of Payment
4.1 OKdo shall invoice the Customer before delivery of the Products. The Customer shall pay each invoice within 30 (thirty) days of the date of the invoice.
4.2 Payment shall be made by bank transfer to such account(s) as OKdo specifies. Time of payment shall be of the essence of the Contract.
4.3 Without prejudice to any other rights or remedies of OKdo, any failure by the Customer to pay any amount on its due date for the payment shall entitle OKdo to:
(a) charge the Customer interest calculated on the unpaid amount and accrued during the period from the due date until payment is made in full (whether before or after judgement) at the rate of 2% (two per cent) per annum above the rate quoted by HSBC Bank plc as its sterling base rate, compounded monthly;
(b) suspend delivery of the Products under that and any other Contract for as long as the default continues; and
(c) treat that and any other Contract as repudiated by the Customer, if the Customer fails to pay any such unpaid amount within fourteen days of notice by OKdo.
4.4 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5. Delivery
5.1 Where the Customer has paid for delivery by OKdo, risk in the Products shall pass to the Customer on completion of delivery. If the customer collects the Goods from OKdo’s nominated warehouse, risk shall pass to the Customer upon collection.
5.2 The date for delivery will be set out in the Order confirmation. If no dates or periods are specified in the Order confirmation, delivery shall be made when the Products are available for despatch. Dates for delivery of Products are approximate only and OKdo shall not be liable for the consequences of any delay in delivery/performance. Time for delivery of the Products shall not be of the essence.
5.3 Delivery of the Products shall be completed on the completion of unloading of the Products at the delivery location as set out in the relevant Contract.
5.4 Where the Products are to be delivered by instalments over a period, the instalments will be reasonably apportioned at OKdo’s sole discretion taking into account, so far as is reasonably practicable, delivery dates requested by the Customer. Each instalment shall constitute a separate Contract. In any event OKdo may at its option elect to effect partial delivery of any Products.
5.5 If the Customer does not take delivery of the Products or give OKdo adequate delivery instructions then OKdo may without prejudice to any of its other rights or remedies:
(a) effect delivery of the Products by whatever means it thinks most appropriate at the Customer’s risk and expense;
(b) arrange storage of the Products at the Customer’s risk and expense;
(c) by notice in writing, treat the Contract as repudiated.
6. Damage on Delivery
6.1 OKdo will replace or repair free of charge Products lost or damaged in transit prior to delivery provided that:
(a) when the Customer receives delivery of the Products, the Customer includes on the receipt of the goods a notification in writing that that there is external damage (as opposed to received in good condition);
(b) the Customer notifies OKdo of such loss or damage within 3 (three) working days (for Resellers, this shall be 10 (ten) working days) of delivery of the Products or, if earlier, within such time as will enable OKdo to comply with the carrier’s conditions of carriage concerning loss or damage in transit;
(c) the Customer makes the claim relating to the notification in writing to OKdo within 14 (fourteen) days of delivery; and
(d) the risk in the Products has not passed to the Customer prior to the event giving rise to the loss or damage.
6.2 Following notification of the claim, the Customer shall give OKdo reasonable opportunity to examine the relevant Products.
6.3 The Customer shall not be entitled to reject the Products by reason only of short delivery.
7. Cancellations and Alterations
7.1 Before the order despatch notification has been sent to the Customer, the Customer may cancel a Contract at no additional cost by providing written notice to OKdo.
7.2 If the Customer fails to give information to OKdo necessary for OKdo to comply with the Contract or if the Customer otherwise delays the progress of the Contract, OKdo shall be entitled to recover from the Customer any extra costs incurred.
8. Passing of Title
8.1 The title in the Products shall not pass to the Customer until all sums due or owing to OKdo by the Customer on any account have been paid, and until payment the following provisions shall apply:
(a) if the Customer defaults in the punctual payments of any sum owing to OKdo, then OKdo shall be entitled to the immediate return of all Products sold by OKdo to the Customer in which the property has not passed to the Customer. The Customer thereby irrevocably authorises OKdo and its employees and agents to recover the Products and to enter any premises of the Customer for that purpose; and
(b) demand for or recovery of the products by OKdo shall not of itself discharge either the Customer’s liability to pay the whole of the price and take delivery of the Products or OKdo’s right to sue for the whole of the price.
9. Product Information
9.1 OKdo reserves the right without prior notice to discontinue Products or to make design changes as part of its continuous programme of product improvement, or to assist product availability, and such changes may take place during the validity period of the Catalogue.
9.2 Unless otherwise confirmed, nothing in the Catalogue is to be taken as a representation of the source of origin, manufacture, or production of the Products or any part of them.
10. Warranty
10.1 Unless stated otherwise in the Catalogue relating to a specific Product(s), subject to clause 10.2, OKdo warrants that Products will conform in all material respects with their description in the Catalogue, and be free from material defects in design, material and workmanship. If a Product does not conform to this warranty OKdo will replace the Product or refund the purchase price. This warranty is subject to a claim being made in writing to OKdo within 12 (twelve) months of the original date of despatch, or such other longer period as may be indicated by OKdo for specific Products from time to time in writing,.
10.2 This warranty shall not apply to any defect which arises from improper use, failure to follow the Product instructions, or any repair or modification made without the consent of OKdo. The Customer must return or dispose of the Products, or make them available for collection by OKdo, in accordance with OKdo’s instructions. If returned they must be suitably packaged and, where relevant, returned in accordance with any particular instructions which OKdo may have notified to the Customer at the time of supply.
10.3 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 such further information as OKdo may at the time of supply have stipulated. Where the Customer returns Products otherwise than in accordance with these warranty provisions, OKdo may refuse such Products and return them to the Customer at the cost of the Customer.
10.4 Any Products or parts which are replaced by OKdo shall become the property of OKdo. Title to replacement Products shall pass to the Customer on completion of delivery, and the period of the replacement Product’s warranty shall be calculated from the date of despatch of the defective Product.
10.5 The remedies set out above shall be OKdo’s sole liability and the Customer’s sole remedy for any breach of warranty. Except as expressly provided in these terms and conditions, all implied warranties, terms and conditions (whether statutory or otherwise and including those implied by sections 13 to 15 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law. Subject to clause 11 below, OKdo 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 OKdo 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.
10.6 These terms and conditions shall apply to any repaired or replacement Products supplied by OKdo.
11. Limitation of Liability
11.1 Nothing in these terms and conditions limits any liability which cannot legally be limited, including but not limited to liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; and breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession).
11.2 Subject to clause 11.1, OKdo shall under no circumstances whatsoever be liable to the Customer for any 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 OKdo technical information facility) whether or not due to its negligence or that of its employees, agents or sub-contractors.
11.3 Subject to clause 11.1, and except as otherwise expressly stated in these terms and conditions, OKdo shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with these terms and conditions and/or any Contract.
11.4 Subject to clauses 11.1, OKdo’s aggregate liability (if any) to the Customer arising under or in connection with these terms and conditions and all Contracts, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall be limited to a sum equal to 150% (one hundred and fifty percent) of the price of the Products paid by the Customer to OKdo under all Contracts.
11.5 Products sold by OKdo are not recommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.
12. Return of Products
12.1 The Customer may only return Products to OKdo subject to OKdo’s prior consent (to be given or not in its sole discretion). Any request for returns must be sent to supplychain@okdo.com. If such consent is given however, any subsequent return is subject to the following conditions:
(a) the Products must be despatched back to OKdo within 30 (thirty) days of the invoice date. Products must be returned to OKdo in their original condition and packaging and in a condition which will enable them to be immediately fit for re-sale;
(b) where specific instructions appear in this catalogue or with any Product regarding its return to OKdo, the Customer must follow such instructions;
(c) OKdo will give credit at the invoiced value of the Products. If the packaging of the Products is unopened, OKdo will charge a handling fee of twenty per cent of the amount of the relevant invoice (subject to a minimum of £2). A higher fee may be charged if the packaging is opened; and
(d) all Products are returned at the Customer’s cost and risk.
12.2 This returns policy excludes software, calibrated products, production packaging products, non-catalogue products, Extended range products and specially manufactured products. OKdo accepts no responsibility for any loss of or damage to products in transit from Customer to OKdo or for any items received by OKdo with them.
13. Termination
13.1 OKdo may terminate these terms and conditions and/or any Contract at any time by giving the Customer at least 30 days’ written notice.
13.2 Without prejudice to OKdo’s other rights and remedies, if the Customer breaches any provision of these terms and conditions and/or any Contract, or is adjudicated bankrupt, or has a receiving order made against it, or has a receiver or administrator appointed of all or any part of its assets or undertaking, or has a petition presented to it or a resolution passed to wind it up, or in the opinion of OKdo is unable to pay its debts as they fall due, then:
(a) the price of and all other sums payable in respect of the Products already supplied to the Customer shall become immediately due and payable; and
(b) OKdo may immediately terminate all or any part of these terms and conditions and/or any Contract, and/or suspend or cancel deliveries under them.
13.3 On termination or expiry of these terms and conditions and/or any Contract (and, for the avoidance of doubt, where termination or expiry relates to a Contract, the terms below shall apply only in relation to that Contract):
(a) the Customer shall immediately pay to OKdo all of OKdo’s outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, OKdo shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) termination or expiry of these terms and conditions and/or any Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these terms and conditions and/or any Contract which existed at or before the date of termination or expiry; and
(c) any provision of these terms and conditions and/or any Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
14. Compliance with Laws
14.1 Certain Products sold by OKdo are subject to export control regulations of the United Kingdom, the United States of America, the European Union and other countries (“Export Laws”). The Customer shall comply with such Export Laws and obtain any licence or permit required to transfer, export, re-export or import the products.
14.2 The Customer shall not, directly or indirectly, sell, permit to be sold, dispose of, export, re-export or otherwise provide products to any country or entity under sanction or embargo administered by the United Kingdom, the United States of America, the European Union or other country.
14.3 The Customer certifies that products purchased from OKDO will not be used, sold or incorporated into products used directly or indirectly in the design, development, production or use of chemical, biological or nuclear weapons, delivery vehicles and systems of the same or in the development of any weapons of mass destruction.
14.4 Products sold by OKdo are not recommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.
14.5 Classifications of product for export purposes, including ECCN and Harmonised Tariff codes, are made for internal use by OKdo only. Such information is provided by OKdo in good faith based on the information available to it at the time of compilation. OKdo makes no warranty or representation that such information is up to date or correct, and shall not be liable to the Customer for any form of loss or damage suffered by the Customer as a result of reliance upon such information. Use of the information is done so at the Customer’s own risk with no recourse to OKdo. The Customer is responsible for ensuring compliance with all applicable export legislation, including determining the correct classification of an item at the time of any onward export.
14.6 The Customer shall indemnify OKdo against all actions, claims, costs, demands and expenses incurred or suffered by OKdo arising out of the breach by the Customer of this clause 14.
15. Intellectual Property
15.1 The Customer acknowledges that OKdo owns the copyright in the Catalogue, and that its whole or partial reproduction without OKdo’s prior written consent is prohibited.
15.2 All Intellectual Property Rights in or arising out of or in connection with the Contract shall be owned by OKdo.
16. Anti-Bribery
16.1 The Customer shall (and shall procure that persons associated with it or other persons who are providing goods or services in connection with these terms and conditions shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, including, but not limited to, the Bribery Act 2010 (the Relevant Requirements) and shall:
(a) not (directly or indirectly) induce any employee, agent or subcontractor of OKdo to make any concession to or confer any benefit on the Customer, refrain or withhold from doing any act, in return for any gift, money, or other inducement;
(b) not do or omit to do any act that will cause or lead OKdo to be in breach of any of the Relevant Requirements;
(c) promptly report to OKdo any request or demand for any undue financial or other advantage of any kind received by the Customer in connection with the performance of these terms and conditions; and
(d) have and maintain in place throughout the term of the Contract (and, for Resellers, the Term) its own policies and procedures, including, but not limited to, adequate procedures to ensure compliance with the Relevant Requirements and shall promptly supply copies of or provide access to such policies on request from OKdo.
16.2 The Customer is informed that OKdo employees are not permitted to:
(a) accept gifts of more than token value, loans, excessive entertainment or other substantial favours from any company or individual that does business with OKdo or seeks to do so; and
(b) solicit gifts or other favours from any company or individual that does business with OKdo, or seeks to do so.
16.3 Entertainment is acceptable only if it has a justifiable business purpose. It should be of a reasonable nature and such that OKdo’s employees, agents or contractors, can reciprocate.
16.4 Financial restrictions on gifts and entertainment are contained in OKdo’s Anti-Bribery Policy and further details are available on request.
16.5 Any breach of this clause 16 shall be a material breach of these terms and conditions which is incapable of remedy.
17. Force Majeure
OKdo will not be in breach of these terms and conditions and/or any Contract with the Customer for any delay in performing, or failure to perform, its obligations if that delay or failure was due to any cause or circumstance beyond OKdo’s reasonable control or by its inability to procure services, materials or articles required for the performance of its obligations under these terms and conditions and/or any Contract except at enhanced prices. In these circumstances, OKdo may at its sole option delay the performance of, or cancel the whole or any part of, these terms and conditions and/or any Contract without liability to the Customer. In particular, although OKdo will use reasonable endeavours to deliver any back Orders by the date stated by OKdo, OKdo shall not be held responsible for any delay in the delivery of such back Orders.
18. Confidentiality
18.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 18.2. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under these terms and conditions and/or any Contract.
18.2 Each party may disclose the other party’s confidential information to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under these terms and conditions and/or any Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 18; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
19. Governing Law
19.1 These terms and conditions and any Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the same, or subject matter, or formation, shall be governed by and construed in accordance with English law.
19.2 In relation to any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms and conditions and/or any Contract, or the subject matter, or formation, the Customer submits to the exclusive jurisdiction of the courts of England and Wales; and OKdo may bring legal proceedings against the Customer in any court of competent jurisdiction.
20. Data Protection
OKdo is part of an international group of companies owned by Electrocomponents plc. Any member of this group may keep and use personal details of the Customer and its employees for the purposes of providing services to the Customer. In addition OKdo may need to disclose the Customer’s and its employees’ details to organisations working on behalf of OKdo anywhere in the world (for example, credit reference agencies, mailing houses and call centres).
21. General
21.1 Any notice to be given by one party to another shall be in writing and sent or delivered to the address of the recipient party (as from time to time notified) by facsimile transmission, in which case it will be deemed received when sent; or by hand (including courier), in which case it will be deemed received when delivered; or by airmail, in which case it will be deemed received 7 working days after posting. All notices shall be in the English language.
21.2 OKdo may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these terms and conditions and/or any Contract. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these terms and conditions and/or any Contract without the prior written consent of OKdo.
21.3 If any provision or part-provision of these terms and conditions and/or any Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 21.3 shall not affect the validity and enforceability of the rest of the terms and conditions and/or any Contract.
21.4 A waiver of any right or remedy under these terms and conditions and/or any Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under these terms and conditions and/or any Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these terms and conditions and/or any Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
21.5 Nothing in these terms and conditions and/or any Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
21.6 These terms and conditions and all Contracts constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into these terms and conditions it does not rely on, and shall have no remedies in respect of any statement, representation, assurance
or warranty (whether made innocently or negligently) that is not set out in these terms and conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these terms and conditions. Nothing in this clause shall limit or exclude any liability for fraud.
21.7 Unless it expressly states otherwise, these terms and conditions does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms and conditions.
21.8 Except as set out in these terms and conditions, no variation of these terms and conditions shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
21.9 The Customer consents that OKdo may use the name of the Customer by disclosing it to certain OKdo suppliers for market research and commission purposes.

Schedule
Reseller Terms

1. Introduction
1.1 In these Reseller Terms: Out of Condition has the meaning given in paragraph 3.7(i) below; Reseller means the person or company as set out in the Order confirmation; Territory means the territory where the Reseller is selling the Products;
1.2 These Reseller Terms are in addition to the terms and conditions overleaf (General Terms). In the event of a conflict between the General Terms and the Reseller Terms, the Reseller Terms shall prevail.
2. Term
The terms and conditions shall come into force on the Commencement Date and (subject to the provisions for earlier termination) shall in the case of a Framework Agreement remain in force for the Initial Period and thereafter until notice is received under clause 7 (the Term).
3. Appointment as Reseller
3.1 OKdo appoints the Reseller as a non-exclusive authorised reseller of the Products to customers in the Territory subject to and in accordance with the provisions of these terms and conditions.
3.2 Nothing in these terms and conditions shall prevent OKdo or another of its authorised resellers or sales agents from supplying Products to a customer located inside the Territory or anywhere in the world.
3.3 Should the Reseller sell any Products through a sales agent or sub-distributor or reseller, the Reseller shall remain solely responsible for the performance of the obligations in these terms and conditions and for any breach of any such obligations whether by the Reseller or any sales agent or sub-distributor or reseller. The Reseller shall notify OKdo promptly upon appointing any sales agent or sub-distributor or reseller.
3.4 Nothing in these term and conditions shall entitle the Reseller to:
(a) any priority of supply in relation to the Products; or
(b) seek any right or remedy against OKdo if any of the Products are sold in the Territory by any person, firm or company outside the Territory.
3.5 The Reseller shall describe itself as OKdo’s “Authorised Reseller” for the Products in the Territory in all correspondence, commercial documents and on any name plate or sign on the Reseller’s premises, but shall not hold itself out as OKdo’s agent for sales of the Products or as being entitled to bind OKdo in any way or in any way to pledge or purport to pledge the credit of OKdo.
3.6 OKdo may or may not appoint other distributors or resellers or agents in the Territory and is entitled to sell (actively or passively) the Products directly to customers in the Territory.
3.7 The Reseller shall during the Term:
(a) on not less than a monthly basis, inform OKdo of its warehouse, and channel, stock levels of Products;
(b) abide by all reasonable instructions relating to the Products and/or their distribution notified by OKdo from time to time;
(c) not make, whether orally or in writing, any promises, representations, warranties or guarantees with regard to the Products except those expressly authorised by OKdo in writing;
(d) advise OKdo with regard to all legislative provisions in force or to be brought into force in the Territory which may affect the marketing, acceptability or sale of the Products in the Territory or which may call for alterations to be made to the Products to enable them to be marketed or sold in the Territory, together with any information which is necessary in order to enable OKdo to fulfil the Order and to comply with all labelling, marketing and other legal requirements in the Territory;
(e) obtain and maintain in force all necessary import licences or other requisite documents, and pay all applicable customs duties and taxes in respect of the importation of the Products into the Territory and their resale;
(f) comply with all applicable laws related to its activities in the Territory;
(g) be solely responsible for all sales of the Products to customers which it makes and for setting the price of sale of all Products to its customers;
(h) inform OKdo immediately of any changes in ownership or control of the Reseller and of any change in its organisation or method of doing business which might affect the performance of the Reseller’s duties;
(i) not sell any of the Products which do not comply with OKdo’s written guidelines issued from time to time or would not reasonably be regarded as being saleable or have been damaged (Out of Condition) for any reason; and
(j) if Products in the possession of, under the control of or sold by the Reseller are, or become, Out of Condition the Reseller shall, if required by OKdo, give all reasonable assistance to OKdo in locating and recovering the Out of Condition Products and preventing their sale to third parties; and
(k) promptly inform OKdo of any matter or occurrence relating to the Products which comes to the attention of the Reseller and which would or might reasonably be expected by the Reseller to be detrimental to OKdo’s interests.
3.8 OKdo shall during the Term:
(a) promptly inform the Reseller of any discontinuation of production of any of the Products whenever reasonably possible; and
(b) provide relevant information and support that may reasonably be requested by the Reseller to enable it to discharge its duties under these terms and conditions properly and efficiently, including such quotations, catalogues and other literature in the English language, models and samples concerning the products as OKdo reasonably considers is necessary and sufficient.
4. Advertising and Marketing
4.1 The Reseller shall, at its own cost and expense:
(a) use its best endeavours to sell and promote and extend the sale and distribution of the Products in the Territory;
(b) obtain and maintain in force all such licences, consents and approvals as may be required from time to time in respect of the distribution, sale and promotion of the Products in the Territory;
(c) be responsible for the advertising and promotion of the Products;
(d) observe all reasonable directions and instructions given to it by OKdo in relation to the promotion and advertisement of the Products, and shall not make any written statement as to the quality or manufacture of the Products without the prior written approval of OKdo; and
(e) avoid any practices that are, or might be, detrimental to OKdo, the Products or the public (including the use of any false, misleading or deceptive advertising material).
4.2 Nothing in these terms and conditions shall affect the ability of the Reseller, in its sole discretion, to determine the prices at which it sells the Products to its customers.
4.3 OKdo hereby grants to the Reseller a non-exclusive, non-transferable, non-sublicensable licence to use the OKdo trademarks (“Trade Marks”) for the Term on or in relation to the Products solely for the purposes of exercising the Reseller’s rights and performing its obligations under these terms and conditions, provided always that such use is in a manner from time to time approved by OKdo and accompanied by an acknowledgement, in a form approved by OKdo, that the Trade Marks are a trade mark or registered trade mark of OKdo.
4.4 Subject to paragraph 4.3 above, the Reseller shall have no rights in respect of the Trade Marks or of the goodwill associated with the Trade Marks. The Reseller acknowledges that all rights legal, beneficial or otherwise and goodwill in respect of the Trade Marks are and shall remain vested in OKdo or their third party brand owner. For the avoidance of doubt, the Reseller must not apply for or obtain registration of any trade or service mark in any country which consists of or comprises of any of the words or images in the Trade Marks or any confusingly similar word, mark or device.
4.5 During the Term the Reseller shall:
(a) not make any modifications to the Products or their packaging without the prior written consent of OKdo;
(b) not tamper with, alter, obscure, deface or erase the Trade Marks nor act in any way in relation to the Trade Marks which may result in deception or confusion of the public as to the origin and identity of the Products;
(c) not use the Trade Marks in relation to any goods other than the applicable Products nor use any other marks in relation to the Products or other goods, nor use or authorise the use of the Trade Marks in any way which might prejudice their distinctiveness or validity or the goodwill of OKdo or the third party brand owner;
(d) not be entitled to bring proceedings in its own name;
(e) promptly and fully notify OKdo of any actual, threatened or suspected infringement of any of the Trade Marks (which comes to the Reseller’s notice) or of any claim by any third party that the Products infringe any rights of any other person and the Reseller shall at the request and expense of OKdo do all such things as may be reasonably required to assist OKdo in taking or resisting any proceedings in relation to any such infringement or claim;
(f) at the expense of OKdo execute such documents and take all such steps as OKdo may reasonably require to assist OKdo in maintaining the validity and enforceability of any of the Trade Marks; and
(g) not use any of the Trade Marks or any part of them or anything similar to them in its corporate or trading name
4.6 If OKdo applies for registration within the Territory of the Trade Marks or any variation of them, the Reseller shall render to OKdo all such assistance as OKdo shall reasonably require and where, by reason of first sale within the Territory by the Reseller of Products, the Reseller has acquired rights to apply for the Trade Marks, it shall proceed with the application subject to the directions of OKdo and shall upon grant assign to OKdo, or to another person nominated by OKdo, all its rights in the Trade Marks at a nil value but all deeds and documents necessary to effect such assignment shall be prepared at the cost of OKdo.
5. Delivery
Delivery shall be ex-works (Incoterms 2010) and exclude delivery charges and value added tax (VAT), though include the costs of packing. Risk in the Products shall pass to the Reseller at the point where the Products leave the warehouse.
6. Safety and Recall
6.1 The Reseller shall comply at all times with the written instructions and all written guidelines issued from time to time attached to the Products concerning their storage, application, repair, maintenance and use and the Reseller shall refer its Personnel and customers to such instructions and guidelines.
6.2 The Reseller should satisfy itself that its personnel and any person responsible for the storage, application, use, or repair of any Products supplied by OKdo have all the information required on health and safety and OKdo shall not be liable to the Reseller in any civil proceedings brought by the Reseller against OKdo in respect of a breach of the user instructions or any applicable health and safety legislation or any regulations, orders or directions made pursuant to such health and safety legislation in force from time to time or under any directive, regulation, order or other instrument relating to health and safety where such exclusion of liability is permitted by law.
6.3 The Reseller shall:
(a) promptly notify OKdo on becoming aware of any critical safety issue arising from the design or manufacture of any Product or any allegation from a regulatory or competent authority of the possibility of such critical safety issue or any suggested, proposed compulsory or otherwise product recall;
(b) immediately notify OKdo of any notification or communication from a regulatory body regarding the Products;
(c) keep OKdo properly informed of all customer complaints concerning the Products; and
(d) comply with any directions of OKdo in any issues, proceedings or negotiations relating to a complaint from a customer.
6.4 If OKdo notifies the Reseller in writing of any defect in the Products previously delivered to the Reseller or any error or omission in the instructions for the use of the Products (whether or not any such defect, error or omission represents a breach of the warranty in clause 10 of the General Terms or any other provision of these terms and conditions) which exposes or may expose customers to any risk of death, injury or damage to property, the Reseller shall co-operate fully and promptly with any steps taken by OKdo under paragraph 6.5 below.
6.5 OKdo may at its discretion recall any Products already sold by the Reseller to its customers (whether for a refund or credit or for replacement of the Products which shall in each case be undertaken by OKdo) and/or issue any written or other notification to its customers about the manner of use or operation of any Products already sold by the Reseller to its customers.
7. Termination
7.1 OKdo may terminate a Framework Agreement (if any) at any time by giving the Reseller at least 3 months’ written notice.
7.2 OKdo may immediately terminate these terms and conditions and/or any Contract in place between OKdo and the Reseller, without payment of compensation or other damages caused to the Reseller solely by such termination, by giving notice in writing to the Reseller if any one or more of the following events happens:
(a) the Reseller fails to obtain any necessary or proper consent or approval required to comply with these terms and conditions by the relevant authorities within a reasonable period of time;
(b) the Reseller seeks to assign or transfer any of its rights under these terms and conditions without the prior written consent of OKdo; and/or
(c) the Reseller undergoes a change of control.
7.3 On termination or expiry of these terms and conditions and/or any Contract (and, for the avoidance of doubt, where termination or expiry relates to a Contract, the terms below shall apply only in relation to that Contract):
(a) the relationship of the parties shall cease and any rights or licences granted under or pursuant to these terms and conditions shall cease to have effect save as (and to the extent) expressly provided for in this paragraph 7 or clause 13 of the General Terms;
(b) all Orders placed with OKdo for the Products which at the date of termination are not yet satisfied, may be cancelled at the discretion of OKdo;
(c) the Reseller shall cease to promote, market, advertise, sell or distribute the Products and shall cease from representing itself as an authorised reseller of OKdo or the Products, including removing and discontinuing the use of all signs, displays, packaging, graphics and promotional and other materials that would or might make it appear to the public that the Reseller is a reseller or distributor of OKdo, and shall, at OKdo’s request, assign the benefit subject to the burden of all unfulfilled contracts for the supply of Products to such person(s) as OKdo may nominate; and
(d) where the Reseller keeps a stock of Products:
(i) within three (3) months of the date of notice of termination OKdo, at its option (but with no obligation), may buy back part or all (as determined by OKdo at is absolute discretion) of the stock of Products held by the Reseller which have not already been sold or committed to third parties. The repurchase price shall be the price the Reseller paid OKdo for such Products. The Reseller shall deliver such Products to OKdo premises at its own cost with fourteen (14) days of receiving OKdo’s request, and OKdo shall pay for the Products within thirty (30) days of their delivery; and
(ii) if OKdo chooses not to exercise its option to buy back the Products under paragraph 7.3(d)(i) or purchases only part of the Reseller’s stocks of Products, the Reseller may for a period of six (6) months following termination of these terms and conditions, sell and distribute any stocks of the Products that it may have in store or under its control at the time. At the end of this period the Reseller shall promptly return all remaining stocks of the Products to OKdo at the expense of the Reseller, or dispose of the stocks as OKdo directs.