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 July 2022).
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.
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).
2.1 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 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.
3.1The 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. Where OKdo provides the Customer with a quote, such quote shall only be valid during the calendar month during which it is issued.
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 FCA or DAP (Incoterms 2020) 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 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. Subject to clause 4.2 below, the Customer shall pay at the time of placing an Order.
4.2 Subject to satisfactory references and at OKdo’s absolute discretion, credit terms may be available to the Customer. If credit has been granted, on acceptance of an Order, OKdo will issue that Customer with an invoice. Such invoice will be sent by email in PDF format. The Customer shall pay the price of the Product within 30 days of invoice date. All payments must be made without any set-off, deduction or counterclaim.
4.3 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.
4.4 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.
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 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 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 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) notifies OKdo of such loss or damage within 3 (three) working days of the delivery of the Products and make the full claim relating to such loss or damage in writing to OKdo within 7 working days of delivery; and
(c) 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 amend or 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.
10.1 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 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 firstname.lastname@example.org. 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.
13.1 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.
16.1 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.
18.1 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 RS Group 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).
21.1 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), 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.
21.5Nothing 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).
These Terms and Conditions apply to business customers, not to private individuals acting as consumers.
1. These terms
1.1 These are the terms and conditions on which we supply products to you.
1.2 Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end a contract, what to do if there is a problem and other important information. If you would like to discuss any aspects of these terms, please contact us.
2. Who we are and how to contact us
2.1 We are OKdo Technology Limited a company registered in England and Wales (“OKdo”, “we”, “us”, “our”). Our company registration number is 11502983 and our registered office is at 2 Pancras Square, London, N1C 4AG. Our registered VAT number is GB 309360708.
2.2 You can contact our customer service team by emailing us at email@example.com.
2.3 If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2.4 When we use the words “writing” or “written” in these terms, this includes emails.
3.1 All orders for products on the OKdo website at okdo.com accepted by us are subject to these terms and conditions of sale. No other terms will apply to the supply of products by us. on the website.
3.2 The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images. The packaging of the product may also vary from that shown in images on our website.
3.3 We may make minor changes to the products to:
(a) reflect changes in relevant laws and regulatory requirements; and
(b) implement minor technical adjustments and improvements, for example to address a security threat.
3.4 Once your order has been accepted, it is not possible to amend or cancel it. If you change your mind you can exercise your rights set out in clause 13.3
4.1 The price of a product (which includes VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause 4.3 for what happens if we discover an error in the price of the product you order.
4.2 If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
4.3 It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we will cancel the order, refund you any sums you have paid and require the return of any products provided to you.
5.1 In order to place an order, you must follow the steps set out on the website. Our acceptance of your order will take place when we confirm that acceptance to you, at which point a contract will come into existence between you and us.
5.2 OKdo reserves the right to decline to trade with any person. If we are unable to accept your order, we will inform you of this and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product, or because we are unable to meet a delivery deadline you have specified.
5.3 We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
6.1 The costs of delivery will be as displayed to you on our website.
6.2 During the order process we will let you know when we will provide the products to you. Although we will do our best to meet these timeframes, they are not guaranteed.
6.3 If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know, and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
6.4 If we miss the delivery deadline for any products as we have refused to deliver them then you may treat the contract as at an end straight away.
7.1 We accept payment with the payment methods detailed on the website. You must pay for the products before we dispatch them.
7.2 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 1% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
7.3 If you think a payment, or request for payment, is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
8. Ownership and responsibility
You own a product once we have received payment in full. A product will be your responsibility from the time we deliver the product to the address you gave us.
9. Your rights
9.1 Your legal rights: we are under a legal duty to supply products that are in conformity with each contract. See the box below for a summary of your key legal rights in relation to the products. Nothing in these terms will affect your legal rights.
Summary of your key legal rights
This is a summary of your key legal rights.
Your legal rights say that products must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:
a) Up to 30 days: if your products are faulty, then you can get an immediate refund or replacement.
b) Up to six months: if your products can’t be repaired or replaced, then you’re entitled to a full refund, in most cases.
c) Up to six years: if your products do not last a reasonable length of time you may be entitled to some money back.
9.2 Our goodwill guarantee: For the first 12 months after purchasing a product, if there is any fault with it we will, at your choice, replace the product or give you a full refund. Please note, these terms reflect the goodwill guarantee offered by OKdo Technology Limited of 2 Pancras Square, London, N1C 4AG to its customers, which is more generous than your legal rights under clause 9.1 in terms of the initial availability of refunds. This goodwill guarantee does not affect those legal rights.
However, this goodwill guarantee is subject to anything different in terms of warranties or guarantees for a particular product as set out on any specific product page of the website.
9.3 If you wish to exercise your legal rights under clause 9.1, or goodwill guarantee rights under clause 9.2, to reject products you must post them back to us. We will pay the costs of postage. Please email us at firstname.lastname@example.org to arrange this.
10.1 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. You must not transfer, export, re-export or import any product.
10.2 You must 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.
10.3 You promise 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.
10.4 Products sold by OKdo are for you own, non-commercial use only, and are sold on that basis. Products sold by OKdo are also not recommended or authorised for any use or application in which the failure of a single component could cause substantial harm to persons or property.
11.1 If we fail to comply with these terms or if we fail to use reasonable care and skill and as a result of this you suffer a loss we will be responsible for it, but only if your loss was the foreseeable consequence of our failure. We will not be responsible for your loss if it was not foreseeable. A loss is foreseeable if either it was obvious that it would happen or if, at the time a contract was made, both we and you knew it might happen (for example, if you discussed it with us during the sales process).
11.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractor, for fraud or fraudulent misrepresentation, for breach of your legal rights in relation to the products as summarised at clause 9.1 and your legal rights in relation to defective products.
11.3 If you use the products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
12. Your rights to end a contract where you are not changing your mind
12.1 Your rights when you end a contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
(a) if what you have bought is faulty or mis-described you may have a right to end the contract (or to get the product repaired or replaced or to get some or all of your money back), see clause 9; and
(b) if you want to end the contract because of something we have done or have told you we are going to do, see clause 12.2.
12.2 If you are ending a contract for any of the following reasons:
(a) we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
(b) there is a risk that supply of the products may be significantly delayed because of events outside our control;
(c) we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 1 month; or
(d) you have a legal right to end the contract because of something we have done wrong, including because we refused to deliver the products (see clause 6.4).
the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to a goodwill gesture.
13. Your right to change your mind and cancel
13.1 For most products bought online you have a right to change your mind and receive a refund. These rights are explained in more detail in this clause 13.
13.2 You do not have a right to change your mind in respect of products that are made to your specifications, or are clearly personalised.
13.3 You have 30 days after receiving your order (or the final item in your order) to either tell us that you wish to cancel or to send your products back.
13.4 To cancel, you have a few options:
(a) email us at email@example.com;
(b) simply return the product(s) together with the returns note received with your order;
(c) make any other clear statement to us (e.g. by post, using the details below).
13.5 Once you’ve told us you want to cancel, you must then return your order to us in full without delay (and in any event within 14 days of notifying us you wish to cancel) by post to the address below. Unless you’re sending them back because they are faulty, all products must be returned in an unused and original condition (together with all packaging and labelling), and show no signs of use or damage.
14. Returns costs and refunds
14.1 All returns are at your own risk.
14.2 If you are returning products because you have changed your mind, you must pay the costs of return.
14.3 We will pay the costs of return if the products are faulty or you are sent an incorrect item to what you ordered.
14.4 We will give you a refund for the products without delay, and in any case within 14 days of our receipt of them. We may withhold any refund until we receive the products back, or until you can prove that you have sent them back. We may deduct the loss in value of any products, if that’s caused by your unnecessary handling of them.
14.5 Where you have changed your mind and have paid a delivery charge, we will not refund the standard delivery charge to you.. However, where you are returning products because they are faulty we will refund all delivery charges regardless of what method you used.
14.6 We will refund you using the payment method you used for the original purchase, unless we agree otherwise, and we won’t charge any fees for this.
14.7 Please return as follows:
(a) enclose the form received with your order;
(b) package the product(s) securely;
(c) send your return to OKdo Chamber 2, Units 15 & 16 The Avenue, Egham, Surrey, TW20 9AB
Please obtain and keep proof of return receipt.
15. How we may end a contract
15.1 We may end a contract for a product at any time by writing to you if:
(a) you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products; or
(c) you do not, within a reasonable time, allow us to deliver the product to you.
15.2 If we end the contract in the situations set out in clause 15.1 we will refund any money you have paid in advance for products we have not provided, but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
17. Other important terms
17.1 You may only transfer your rights or your obligations under a contract and these terms to another person if we agree to this in writing.
17.2 A contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end a contract or make any changes to these terms.
17.3 If a court finds part of these terms illegal, the rest will continue in force. Each of the clauses of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
17.4 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide products, we can still require you to make the payment at a later date.
17.5 These terms, a contract, their subject matter and its formation, are governed by English law. However, if you are a consumer and resident of any European Union country you will benefit from mandatory provisions of, and legal rights available to you under, the laws of that country. Nothing in these terms affects your rights as a consumer to rely on these local law mandatory provisions and legal rights.
17.6 You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a consumer and resident of any European Union country you and we may also bring proceedings in that country.
18. Online dispute resolution
If you reside within the European Union, you may also be able to refer a dispute to the European Online Dispute Resolution (“ODR”) platform at https://ec.europa.eu/odr . The ODR platform is a web-based platform which is designed to help consumers who have bought products or services online. It provides access to independent alternative dispute resolution services which are usually free for you to use. OKdo has discretion as to whether it will agree to a complaint being resolved through the ODR platform.
19. Promotional Codes
19.1 We may run promotional offers from time to time, both on site or off-site through our marketing channels and partners. Any use of a promotional code in respect of an order shall only be permitted were used by the person for whom it is intended and for a single use, unless stated otherwise.
19.2 Promotional codes are valid on full price items only and cannot be used in conjunction with other offers.
19.3 Promotional codes will not apply to the following products:
(a) 1822096: Raspberry Pi 4 Model B – 4Gb
(b) 1822098: OKdo Raspberry Pi 4 Model B – 8Gb RAM
(c) VKB1822096-001: Raspberry Pi 4 4GB with Sense HAT Kit
(d) VKB1822098-001: Raspberry Pi 4 8GB with Sense HAT Kit
19.4 Promotional codes cannot be activated retrospectively against previous orders.
19.5 Promotional codes cannot be used against delivery fees.
19.6 Promotional codes will be applied proportionally to the products within the order. Any refunds on Goods purchased with a promotional code will be on the proportional price as indicated in the sales invoice.
20. Changes to these terms
20.1 We may revise these terms at any time to reflect changes in or to:
(a) relevant laws or regulatory requirements;
(b) security, technical or operational issues; or
(c) our products.
1.1 These Reseller Terms shall apply to Customers who purchase Products for the purpose of onward sale.
1.2 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;
1.3 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.
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.
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.
7.1 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.