V J Technical Services Ltd – Terms and Conditions of Sale
1. GENERAL Unless other terms and conditions are expressly accepted by V J Technical Services (hereinafter called ‘the Company’) by means of a written amendment to these Terms and Condition signed by a Director of the Company and referring specifically to the terms or conditions to be amended , the Contract shall be on the terms and conditions set out below (hereinafter together called ‘the Contract Terms’) to the exclusion of any other terms and conditions whether or not the same are endorsed upon, delivered with, or referred to in any purchase order or other document delivered by the Purchaser to the Company.
DEFINITIONS in the Contract Terms ‘Order’ means the Purchaser’s instructions sent in writing by post, email or given by telephone to the Company to supply goods or undertake work upon these terms and conditions. ‘Goods ‘ means the goods supplied or to be supplied by the Company to the Purchaser. ‘Work’ means work, service or repairs done or to be supplied by the Company and particularly described in the Contract. ‘Specifications’ means the technical description (if any) of the Goods and Work contained or referred to in the Contract. ‘Contract’ means the Contract formed by the acknowledgement sent by the Company to the Purchaser for the supply of Goods or provision of Work or by the Company’s acceptance of a Telephone Order. ‘Purchaser’ means any other person entering or proposing to enter into a Contract with the Company for the supply of Goods or provision of Work. ‘The Site’ means the actual place or places to which Goods are to be supplied or Work done by the Company together with all such rights of access as are necessary to enable the Company to perform the Contract. ‘Telephone Order’ means the Customer’s telephone instructions to the Company to supply Goods or provision of work upon these terms and conditions. ‘Delivered’ means when the Company hand Goods to a carrier or appropriates the Goods to the Contract.
2. GUARANTEE AND LIABILITY (i)
The Company will, as far as they reasonably can, transfer or make over to the Purchaser the benefit of any guarantee or warranty which may have been given by the manufacturer in respect of any goods the subject of this Contract which are not made by the Company. Any cost or expense incurred by any persons removing or refitting any part of the Goods shall be borne by the Purchaser. The Company will not however be liable to repair or replace any part if it has not been properly maintained before and during use in accordance with the Company’s recommended maintenance procedure or has been subjected to any misuse, unauthorised repair, replacement modification or alteration. (ii) Save as aforesaid the Company will in no circumstances be liable for any loss or damage of any kind whatsoever caused directly or indirectly by any defect in material or workmanship or any defect in the goods or services supplied or by any negligence of the Company or of any servant or agent of the Company and in so far as it is lawful to do so all warranties and conditions express or implied statutory or otherwise are hereby expressly excluded.
3. ORDERS AND QUOTATIONS
(i)All Quotations are invitations from the Company to the Purchaser to order Goods or Work. Unless previously withdrawn or otherwise agreed in writing a Quotation is open for acceptance within 30 days of its date.
(ii) The Company reserves the right to accept or refuse orders. The Company also reserves the right (without prejudice to any other remedy) to cancel any uncompleted orders or to suspend delivery in the event of any of the Purchaser’s commitments with the Company not being met or if the Company are of the opinion that such commitments will not be met by the Purchaser.
(iii) The Company reserves the right to refuse the Purchaser’s acceptance of a quotation unless such quotation is stated to be open for a specific period and is not withdrawn within such period. (iv) Catalogues price lists and other advertising matter are only an indication of the type of goods and services offered and no particulars therein shall be binding on the Company.
(v) The Purchaser’s Order must be accompanied by sufficient information to enable the Company to proceed with the Contract forthwith and in the event that the information so supplied is found at any time to be insufficient or inaccurate in any way whatsoever then the Company may at its option either (and without prejudice to any other remedy) cancel the Contract or proceed with the Contract but at an increased price to cover any increase in costs which are incurred as a consequence of the insufficient or inaccurate information.
(vi) All plans, drawings, specifications, and other documents prepared or produced by the Company shall, unless expressly agreed in respect of any particular document remain the property of the Company and shall be returned by the Purchaser on demand at the request of the Company or in any event on the completion of the Contract.
(vii) The Purchaser warrants to the Company that where it delivers to the Company any plan, drawing, specification or other document, all patents, copyright registered design and other industrial property right in such items is vested in the Purchaser and that Purchaser has obtained all necessary consents and licences to deliver the same to the Company and to allow the Company to make such use of the said documents as may be necessary for the performance of the Contract.
4. CREDIT
(i) Prospective Purchasers wishing to open a credit account are requested to furnish two trade references and one Banker’s reference. Until the opening of a credit account is confirmed payment with Order is required. (ii) Any Contract shall be subject to the Company being satisfied as to the Purchaser’s credit worthiness and the Company reserves the right in its absolute discretion, to refuse the opening of a credit account, to close a credit account and to refrain from delivery or execution of the Work if not satisfied or if payments are overdue.
5. DELIVERY AND COMPLETION
(i)The Company will endeavour to complete the Contract within the time agreed (if any) but in no circumstances will it be liable for any loss or damages of any kind whatsoever caused directly or indirectly by any delay in the completion of the Contract or delivery of the Goods unless the Purchaser has prior to the creation of the Contract notified the Company in writing of the exact nature and amount of any loss or damage that is likely to be caused of any delay and further, the Purchaser by notice in writing to the Company, has specified that time be of the essence and the Company has confirmed in writing signed by a Partner pursuant to clause 1 above that such terms are agreed and are incorporated in the contract.
(ii) If by reason of a force majeure event, the completion of the Contract is in the opinion of address a notice in writing to that effect. Thereupon the Purchaser will pay to the Company such sum as will together with any other sums previously paid bear the same proportion of the Contract price (including any variation thereof) as the Goods or Work contracted to be supplied.
(iii) The Goods will be despatched carriage paid by road or goods train provided however that the cost of any excess for special or express delivery (if requested by the Purchaser) shall be borne by the Purchaser.
(iv) All Goods are at the risk of the Purchaser from the date deemed Delivered.
(v) Where the Purchaser alleges that the Goods are deficient in numbers when Delivered or defective at that time (as opposed to having been damaged in transit) the Company shall not be liable for such claims unless they and the carrier concerned are advised in writing within 3 days of the actual receipt of the Goods by the Purchaser.
(vi) In the event that the Purchaser alleges that the Goods were not received the Company shall not be liable unless notified in writing within 10 days of the estimated date of receipt by the Purchaser (which date shall be determined by the Company having regard to the actual date of despatch and making allowance for a reasonable transit time).
(vii) In the event that the start of programmed Works on site is postponed by the Purchaser with less than 48 hours’ notice to the Company then the Company may at its option cancel the Contract or proceed with the Contract but at an increased price to cover any increase in costs which are incurred as a result of the delayed start.
6. DESCRIPTION OF GOODS
(i) All goods will be supplied as specified subject to the Manufacturer’s description.
(ii) All descriptive specifications and drawings, all particulars of weight and dimensions and all forwarding specifications issued by the Company are approximate only.
(iii) Variation by the Company within the specification of the goods shall not constitute a breach of Contract or impose upon the Company any liability whatsoever.
7. STORAGE
If by reason of instructions or lack of instructions from the Purchaser despatch in accordance with the Contract is delayed for 21 days after the Purchaser has been notified that the Goods are ready for despatch for the purposes of Clause 11 (Payment) the Goods shall thereupon be deemed to have been delivered if and for so long as the Company’s storage facilities permit the Company may at its option store the Goods and the Purchaser shall pay a reasonable charge therefore PROVIDED ALWAYS the Company shall be under no obligation whatsoever to the Purchaser in respect of the Goods stored and neither should they be liable for any damage howsoever arising caused as a result of their failure to keep such Goods safe or free from damage.
8. ACCESS TO THE SITE
(i) The Purchaser shall on the date specified in the Contract allow the Company to have free and unhindered access to the Site for the purposes of completing the Contract.
(ii) Unless specific arrangements are made to the contrary, the Purchaser shall at their own expense provide all materials, labour, power, tools, tackle, and apparatus necessary to unload and position the Goods at the Site.
(iii) The Company shall be entitled to use such supplies of electricity, water, gas and other services as may be available on the Site for the purposes of the Contract.
(iv) The installation of Goods or Work will involve toxic materials and the Purchaser must therefore provide adequate facilities for the installation, including a clearly demarked area, washing facilities and separate area for eating.
(v) Before delivering any Goods or Work, the Company shall if the Contract so provides inspect and test the Site for compliance with the Contract and if so, requested will supply to the Purchaser a statement of the results of such test.
(vi) If by reason of any act or omission of the Purchaser, the Site is not suitable for the installation of the Goods or Work then the Company in its sole discretion can either cancel the Contract or carry out such Works as are necessary to make the Site suitable for the Goods or Work and in respect of such additional Works shall be entitled to charge the Purchaser a fair and reasonable sum.
(vii) Where the Company shall be required to deliver to the Site plant, tools, or machinery for the purposes of carrying out the Contract then the Purchaser shall take all necessary steps to protect such items and to safeguard them at all times when the Company are not at the Site.
(viii) The Company shall during the progress of the Works (except during periods where its employees or agents are not on the Site) take every reasonable precaution against accident or injury to the Goods or Work or persons lawfully upon the Site.
(ix) The Purchaser shall, subject to subparagraph (viii) above, indemnify the Company in respect of all damage or injury occurring before the Contract shall have been completed to any persons or to any property (including property forming part of the Contract) and against all actions, suits, claims, demands, costs, charges and expenses arising in connection therewith however occasioned.
9. PATENTS
(i) No right or licence is granted by the Contract terms to the Purchaser under any patent, copyright, registered design, or other industrial property right except the right to use or to resell the Goods.
(ii) Where the goods are manufactured to the design or specification of the Purchaser, the Purchaser warrants that such goods do not infringe any patent, registered design or other like protection or the provision of any statute, statutory instrument or regulation of the time being in force.
10. THIRD PARTIES
The Purchaser undertakes to bring the relevant terms and conditions of this Contract to the notice of all persons to whom the Goods or Works or any part of them are sold, offered for sale, let, hired or otherwise disposed of and undertakes to ensure that the Contract or other arrangement between the Purchaser and such other persons requires such other persons to comply with the said stipulations and also contains a provision in like terms mutatis mutandis to those contained in this clause.
11. PAYMENT
(i) Unless otherwise agreed payment shall be made on or by the thirtieth day from the Invoice date.
(ii) In the event that the Purchaser shall fail to pay for the Goods or Work on the due date then the Purchaser shall pay to the Company simple interest at the rate of 2% above the base lending rate of National Westminster Bank plc at the date of such default for each calendar month that payment is overdue.
(iii) Notwithstanding that the property shall not pass to the Purchaser save as hereinafter provided the Company shall be entitled to sue or otherwise effect recovery of any money due to the Company.
(iv) In the event that the Company shall recover possession of the Goods pursuant to the powers hereinafter contained or otherwise then such recovery shall not extinguish the debt due from the Purchaser to the Company save that the Company shall give them due allowance in respect of the value of such Goods so recovered.
(v) Payments must be made by the Purchaser without set-off unless agreed by the Company in writing.
(vi) The Company shall at its discretion and at any time have a right to offset any payments due from the Purchaser against sums due from the Company to the Purchaser in circumstances when the parties have mutual trading agreements.
12. OWNERSHIP OF GOODS
(i) Ownership of Goods and Works delivered by the Company will only pass to the Customer when all monies owing to the Company howsoever arising have been paid to the Company PROVIDED ALWAYS nothing therein shall prevent the Customer from selling and delivering the goods to a third party in the normal course of carrying on the Customer’s business.
(ii) In the event of any sale of the Goods by the Customer, then if the Company so requires and so long as the Customer has not fully discharged his or its debts to the Company the Customer will assign to the Company all monies, debts and other claims against the said third party originating from the sale of the Company’s Goods.
13. LEGAL CONSTRUCTION
(i) Failure by the Company to enforce any of the Contract Terms shall not be construed as a waiver of any of the Company’s rights hereunder.
(ii) This Contract shall be construed and operate in accordance with English Law and the Purchaser hereby submits himself to the jurisdiction of the English Courts.
(iii) Nothing in this Contract other than the following sub-clause shall exclude or restrict any liability to which the Company may be subject by reason of any misrepresentation made by it before this Contract was made or any remedy available to the Purchaser by reason of such misrepresentation.
(iv) The Company shall not incur any liability, nor shall any right accrue to the Purchaser by reason of any misrepresentation arising from;
(a) Printing and clerical errors.
(b) Statements in oral, written or any other form by third parties accepted by the Company in good faith and repeated by it
(c) Oral statements not confirmed by the Company in writing.