1 Definitions & General
The Seller referred to is Vito UK Ltd and The Customer is the person, firm or company contracting whether verbally or in writing, with the Seller. “the Goods” means the Goods supplied by the Seller to the Customer. All orders are accepted strictly on the understanding that the Customer accepts these conditions of business. If a Customer issues an official order containing conditions of purchase the Sellers conditions of sale shall prevail unless agreed in writing by the Seller. This agreement forms the entire agreement between the parties hereto and supersedes and replaces all prior agreements and understanding whatsoever as to the subject matter hereof and may only be varied by agreement in writing by the duly authorized representatives of the parties hereto. Notice of any alterations under the terms of this contract shall be given in writing and served at the last known trading address of the Customer, first class post being deemed an acceptable mode of service.
2 Prices and Publications
Notwithstanding any offer, quotation, tender or price list, orders can only be accepted at prices ruling date of dispatch. The Seller reserves the right to amend prices without notice. Prices quoted do not include Value Added Tax which will be charged at rate ruling date of dispatch. All orders are treated as separate transactions and will be subject to delivery and small order surcharges as appropriate. Free delivery for all orders over £500+vat within mainland UK. Carriage charges will be payable for delivery elsewhere. Although we endeavour to provide exact information as possible the accuracy of any information supplied as to price, description, measurement or specification of goods and services cannot be guaranteed due to manufacturers revisions. Such information is given by way of identification or illustration only and the use of such description shall not constitute any contract as sale by description. Where any such details are important the Customer should themselves verify the information before placing an order. It is the Customers responsibility to confirm that all goods comply with the local bylaws and/or regulations. Clerical errors and omissions are subject to correction without notice. All plans, drawings, specifications and quotations are subject to confidentiality clause and must not be disclosed to any third party without the Sellers written consent.
Payment for the Goods should be made either by credit card. Payment must be made with the order prior to delivery unless a credit account has been established by Seller for the Customer. Where the Customer has a credit account, payment is due 30 days from date of invoice unless alternative terms have been agreed in writing by the Seller; interest is payable on overdue accounts at a rate of 8% per annum over the base rate of Nat West Bank Plc in accordance with the Late Payment of Commercial Debt (Interest) Act and Regulations. In the event of special payment terms being agreed by the Seller failure by the Customer to pay any invoice or account according to those terms shall result in all moneys outstanding becoming payable immediately whether they would otherwise be due or not.
4. Passing of Property in Goods
Any goods or products delivered by the Seller or its agents to the Customer or his servant agent or nominee shall remain (save as regards risks thereto) the property of the Seller until all invoices, statements or accounts of the Seller rendered by the Seller to the Customer or his servant agent or nominee have been discharged in full and in the event of default or delay in payment howsoever arising the Seller shall be entitled to demand the return of the goods which shall be forthwith delivered up to the Seller. The customer agrees that the Seller is seeking to exercise its rights under this clause and may at any reasonable time enter the Customers premises and remove the Sellers goods. Should the Customer resell the goods or products prior to such payment the Sellers beneficial entitlement shall attach to the proceeds of resale or to any claim for such proceeds. Such proceeds shall be held by the Customer as Trustee for the Seller in a separate designated account any rights of the Customer to receive such money shall be assigned to the Seller on demand. The Customers power of sale shall automatically cease if a receiver is appointed over any of the assets of the undertaking of the Customer or a winding up order is made against the Customer or the Customer goes into voluntary liquidation (otherwise than for the purposes of reconstruction or amalgamation ) or cause a meeting of or makes any agreement or composition with creditors or claims of any description material to the recovery of the goods or products from the Customer or any third party.
5. Cancellation and Restocking
Orders can only be cancelled by the Customer, subject to any charges deemed necessary by the Seller, at the Sellers absolute discretion. No cancellation can be accepted or refunds offered for items specially ordered or fabricated for the Customer. Goods dispatched to the Customer and subsequently accepted for cancellation by the Seller will be subject to an abortive delivery charge, as well as any cancellation charge deemed necessary by the Seller. The Seller at its absolute discretion may agree to the return of Goods by the Customer provided that the Goods are returned at the Customers expense, in the same condition and in the original packaging as of the date of dispatch by the Seller or their agents Any Goods agreed by the Seller as acceptable for return for any reason (excluding faulty goods) will be subject to a restocking charge of 25% of the nett invoice value of the item or items , together with the reimbursement of any expense incurred by the Seller as a consequence of the return of said Goods to the Sellers stock or to the manufacturers/suppliers stock.
Deliveries do not include unloading, positioning or installation unless otherwise stated. The Seller will deliver as near as possible to the delivery site as a safe hard road permits. The risk in the Goods shall pass on arrival at, and (where applicable) entry into the delivery premises. Damage due to inadequate site access or unloading shall be at Customers risk. If the Customer fails to take delivery on the agreed date, or if no specific delivery date has been agreed, when the Goods are ready for dispatch, the Seller shall be entitled to store and insure the goods and to charge the Customer the reasonable costs of doing so and to tender its account for the price of the goods under Condition 2.
Time for performance by the Seller is given in good faith, as accurately as possible, but is not to be of the essence of the contract. The Customer shall have no right to damages or to impose penalties in the event of late delivery by the Seller or his agents, or to cancel the contract for delay from any cause unless agreed in writing by the Seller.
It is the Customers responsibility to inspect the Goods at time of delivery, before signing the delivery note and accepting the consignment. Any damage must be noted on the carriers delivery note at time of delivery (signing unexamined is not acceptable), otherwise claims cannot be entertained. Damage must be reported to both the Seller and Carrier immediately, and confirmed to the Seller in writing within 24 hours of delivery. Damaged goods will not be exchanged or repaired if used, unless expressly agreed and confirmed in writing by the Seller. Usage of goods claimed as damaged will be taken as acceptance of item(s) in good condition and the Seller will accept no liability (unless agreed by the Seller in writing before such usage).
9. Third Party/Public Liability
Save insofar as defect in the products cause death, injury or damage to personal property, the Sellers liability for any loss or damage shall be limited to the invoice value of the goods. Without prejudice to the foregoing the Seller shall in no circumstances be under any liability in contract or otherwise for indirect or consequential loss or damage of whatsoever kind and howsoever caused, suffered by the Customer or others, save as may be expressly imposed by statute.
It is the responsibility of the Customer purchasing for Resale to confirm the relevant warranty arrangement offered on the appliance at time of order. When ordering, the Customer accepts the transaction is not a consumer sale as covered by statute. All Goods purchased for resale are supplied with either:-
(a) a parts-only warranty whereby in consideration of the discount allowed to the Customer, the Seller will warrant most goods against defective parts for 12 months (excluding the cost of installation of such parts) from date of the Sellers invoice (unless otherwise agreed in writing) providing the item has been installed, used, serviced and maintained in accordance with the manufacturers/specifications. The costs of the labour element of any warranty work being undertaken, will be borne by the Customer in recognition of the discount allowed. In respect of a parts only warranty the Customer either returns the defective part to the Seller (at the Customers own expense and risk) or (by prior agreement in writing with the Seller) pays for the new part and returns the defective part to the Seller on which a refund will be made.
(b) A back to base warranty where the warranty on certain goods requires the item to be delivered to workshops for repair, the arrangement and cost of which is the responsibility of the Customer who purchased for Resale.
(c) A parts and labour warranty whereby the Seller will be liable to replace defective parts plus supplying of labour to repair the defective part within 12 months from the date of invoice of the Goods. Where a “parts and labour” warranty is given, the Goods are repaired by a qualified person appointed or agreed by the Seller and the cost of such repair is agreed beforehand by the Seller in writing.
All Warranty call-outs from the Customer are accepted on the basis that they are valid and covered by the manufacturer warranty Any charges levied in respect of abortive visits or for work deemed by the manufacturers or their agents not to be valid under the terms of the manufacturers’ warranty shall be recharged, including all charges due to incorrect installation (where installation was not provided by the Seller) . Such charges will be invoiced to the Customer to whom the Seller supplied and invoiced the equipment concerned, recovery of such charges from any third party being the responsibility of the Customer. Warranty claims only cover defects caused by faulty manufacture, materials or workmanship. It does not cover defects caused by unsuitable storage conditions or processing, abnormal use, misuse or neglect or installation by unauthorised or unqualified personnel. The Seller shall be under no liability whatever to the Customer for any indirect loss and/or expense (including loss of profit, revenue, business, goodwill) suffered by the Customer howsoever arising whether by act or default of the Seller or otherwise. Loan machines are not available. All warranties and conditions whether implied by statue or otherwise are excluded from this Contract to the extent permitted by law provided that nothing in this Contract shall restrict or exclude liability for death or personal injury caused by the negligence of the Seller. No liability of any kind is accepted for any oral representation of any kind by the Seller or its personnel. All equipment must be installed by a qualified engineer and proof of invoice may be required to validate any warranty claims. Warranty for items sited offshore mainland U.K. is subject to manufacturers warranty restrictions as to extent of cover. In any event except to the extent that the Seller is able to pass on to the Customer the benefit of any manufacturers express guarantee, the liability of the Seller to the Customer in respect of any contract for the sale of goods howsoever arising shall not exceed the invoice price of those goods. See also Clause 9. The Seller shall not be under any duty arising from this provision if the Customer is in breach of any provision of the contract to the Seller until the Customer has remedied the breach.
11. Force Majeure
The Seller shall not be liable in respect of any breach of contract due to any cause beyond his reasonable control including Act of God, inclement weather, flood, lightning or fire, industrial action or lockouts, actions of government departments, war, riot or terrorism, or the action of any party for whom the Seller is not directly responsible.
12. Law and Jurisdiction
The contract shall be governed and construed in all respect in accordance with the Laws of England and shall be subject only to the jurisdiction of the English Courts.