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 on all orders 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 goods must be made in advance unless terms have been agreed with seller.
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 (Returns)
Goods sold in the UK mainland may be returned for a refund within 30 days provided they are returned unused, in a saleable condition and in their original unsoiled packaging. Goods that have been opened, marked/soiled, damaged or used will only be entitled to a partial refund after assessment by VITO UK LTD. Goods deemed non-saleable will not be refunded and will only be returned at the Customer’s cost.
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.
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.
All goods purchased for resale are supplied with a RTB (Return to base) Warranty. It is the customers responsibility to ship goods back to us at their cost.
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.