The Buyer’s attention is particularly drawn to
Seller - means
VanTek PLUS Ltd of Plytek House, British Fields Industrial Estate, Ollerton
Road, Tuxford NG22 0PQ
Buyer - the person
who buys or agrees to buy the Goods/and or Services from the Seller.
Conditions - the terms
and conditions of sale as set out in this document and any special terms and
conditions agreed in writing by the Seller.
Goods - the items
which the Buyer agrees to buy from the Seller as set out in the Order.
Price - the price
for the Goods, excluding VAT and any carriage, packaging and insurance costs.
Force Majeure Event - has the meaning set out in clause 16.
Intellectual Property Rights - patents, rights to inventions, copyright and
related rights, trade marks, business names and domain names, rights in get-up,
goodwill and the right to sue for passing off, rights in designs, database
rights, rights to use, and protect the confidentiality of, confidential
information (including know-how), and all other intellectual property rights,
in each case whether registered or unregistered and including all applications
and rights to apply for and be granted, renewals or extensions of, and rights
to claim priority from, such rights and all similar or equivalent rights or
forms of protection which subsist or will subsist now or in the future in any
part of the world.
Order - the
Buyer's order for the supply of Goods and/or Services, as set out [the Buyer's
purchase order form OR overleaf OR the Buyer's written acceptance of the
Seller's quotation OR in the Buyer's purchase order form, or the Buyer's
written acceptance of the Seller's quotation, or overleaf, as the case may be].
Services - the
services supplied by the Seller to the Buyer as set out in the Order.
Seller Materials - has the meaning set out in clause 12.1.6.
2.1 - These
Conditions shall form the basis of the contract between the Seller and the
Buyer in relation to the sale of Goods and/or Services, to the exclusion of all
other terms and conditions including the Buyer’s standard conditions of
purchase or any other conditions which the Buyer may purport to apply under any
purchase order or confirmation of order or any other document.
2.2 - All orders
for Goods and/or Services shall be deemed to be an offer by the Buyer to
purchase Goods and/or Services from the Seller pursuant to these
2.3 - Acceptance
of delivery of the Goods or commencement of the Services shall be deemed to be
conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 - These
Conditions may not be varied except by the written agreement of the Seller.
2.5 - These
Conditions represent the whole of the agreement between the Seller and the
Buyer. They supersede any other
conditions previously issued.
3.1 - The Price
shall be the price quoted on the Order.
4.1 - Payment of
the Price and VAT shall be due within 30 days of the date of the Seller’s
4.2 - Interest
on overdue invoices shall accrue from the date when payment becomes due
calculated on a daily basis until the date of payment at the rate of 8% per
annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as
before any judgment.
4.3 - The Buyer
shall pay all accounts in full and not exercise any rights of set-off or
counter-claim against invoices submitted by the Seller.
4.4 - This
contract is divisible. Each delivery made:
4.4.1 - shall be
deemed to arise from a separate contract, and
4.4.2 - shall be
invoiced separately and any invoice for a delivery shall be payable in full in accordance
with the terms of payment provided for herein without reference to and notwithstanding
any defect of default in delivery of any other instalment
5.1 - The Goods
are described in the Order.
5.2 - The Seller
reserves the right to amend or change the specification of the Goods if
required by any applicable statutory or regulatory requirements.
6.1 - The Seller
warrants that for a period of 12 months commencing on the earlier of either the
date of delivery of the Goods, or the commencement of the Services (Warranty
Period), the Goods and/or Services shall:
6.1.1 - conform
with their description;
6.1.2 - be of
satisfactory quality with the meaning of the Sale of Goods Act 1979;
6.1.3 - be fit for
any purpose held out by the Seller; and
6.1.4 - be carried
out in accordance with the Supply of Goods and Services Act 1982.
7.1 - Delivery
of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements
necessary to take delivery of the Goods on the day notified by the Seller for
7.2 - The Seller
undertakes to use its reasonable endeavours to despatch the Goods on an agreed
delivery date, but does not guarantee to do so.
Time of delivery shall not be of the essence of the contract.
7.3 - The Seller
shall not be liable to the Buyer for any loss or damage whether arising
directly or indirectly from the late delivery or short delivery of the
Goods. If short delivery does take
place, the Buyer may not reject the Goods but shall accept the Goods delivered
as part performance of the contract, and a pro-rata adjustment to the Price
shall be made.
7.4 - If the
Buyer fails to take delivery of the Goods on the agreed delivery date or, if no
specific delivery date has been agreed, when the Goods are ready for despatch,
the Seller shall be entitled to store and insure the Goods and to charge the
Buyer the reasonable costs of so doing.
of the Goods
8.1 - The Buyer
shall be deemed to have accepted the Goods 5 days after delivery to the Buyer.
8.2 - The Buyer
shall carry out a thorough inspection of the Goods within 2 working days and
give notice in writing to the seller after discovering that some or all of the
goods do not comply with the Warranty above, the Buyer must return the Goods to
the Seller at the Buyer’s cost and the Seller shall, at its option, repair or
replace any Goods that are defective, or refund the price of such defective
8.3 - Where the
Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer
shall not be entitled to reject Goods which are not in accordance with the
9.1 - Risk shall
pass on delivery of the Goods to the Buyer’s address.
9.2 - Notwithstanding
the earlier passing of risk, title in the Goods shall remain with the Seller
and shall not pass to the Buyer until the amount due under the invoice for them
(including interest and costs) has been paid in full.
9.3 - Until
title passes the Buyer shall hold the Goods as bailee for the Seller and shall
store or mark them so that they can at all times be identified as the property
of the Seller.
9.4 - The Seller
may at any time before title passes and without any liability to the Buyer:
9.4.1 - repossess
and dismantle and use or sell all or any of the Goods and by doing so terminate
the Buyer’s right to use, sell or otherwise deal in them; and
9.4.2 - for that
purpose (or determining what if any Goods are held by the Buyer and inspecting
them) enter any premises of or occupied by the Buyer.
9.5 - The Seller
may maintain an action for the price of any Goods notwithstanding that title in
them has not passed to the Buyer.
10.1 - Carriage
will be chargeable on all sales, unless as part of our fitment service. This
will be at the highlighted on any quotes issued and accepted by the buyer.
11.1 - The Seller
shall provide the Services to the Buyer.
11.2 - The Seller
shall use all reasonable endeavours to meet any performance dates for the
Services specified in the Order, but any such dates shall be estimates only and
time shall not be of the essence for the performance of the Services.
11.3 - The Seller
shall have the right to make any changes to the Services which are necessary to
comply with any applicable law or safety requirement, or which do not
materially affect the nature or quality of the Services, and the Seller shall
notify the Buyer in any such event.
12.1 - The Buyer
12.1.1 - Ensure
that the terms of the Order are complete and accurate;
12.1.2 - Co-operate
with the Seller in all matters relating to the Services;
12.1.3 - Provide
the Seller, its employees, agents, consultants and subcontractors, with access
to the Buyer's premises as reasonably required by the Seller to provide the
12.1.4 - Provide
the Seller with such information and materials as the Seller may reasonably
require to supply the Services, and ensure that such information is accurate in
all material respects;
12.1.5 - Obtain and
maintain all necessary licences, permissions and consents which may be required
for the Services before the date on which the Services are to start; and
12.1.6 - Keep and
maintain all materials, equipment, documents and other property of the Seller
(Seller Materials) at the Buyer's premises in safe custody at its own risk,
maintain the Seller Materials in good condition until returned to the Seller,
and not dispose of or use the Seller Materials other than in accordance with
the Seller's written instructions or authorisation.
12.2 - If the
Seller's performance of any of its obligations in respect of the Services is
prevented or delayed by any act or omission by the Buyer or failure by the
Buyer to perform any relevant obligation (Buyer Default):
12.2.1 - the Seller
shall without limiting its other rights or remedies have the right to suspend
performance of the Services until the Buyer remedies the Buyer Default, and to
rely on the Buyer Default to relieve it from the performance of any of its
obligations to the extent the Buyer Default prevents or delays the Seller's
performance of any of its obligations;
12.2.2 - the Seller
shall not be liable for any costs or losses sustained or incurred by the Buyer
arising directly or indirectly from the Seller's failure or delay to perform
any of its obligations as set out in this clause 12.2; and
12.2.3 - The Buyer
shall reimburse the Seller on written demand for any costs or losses sustained
or incurred by the Seller arising directly or indirectly from the Buyer
13.1 - All
Intellectual Property Rights in or arising out of or in connection with the
Services shall be owned by the Seller.
13.2 - The Buyer
acknowledges that, in respect of any third party Intellectual Property Rights
in the Services, the Buyer's use of any such Intellectual Property Rights is
conditional on the Seller obtaining a written licence from the relevant
licensor on such terms as will entitle the Seller to license such rights to the
13.3 - All Seller
Materials are the exclusive property of the Seller.
of Liability: THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
14.1 - Nothing in
these Conditions shall limit or exclude the Seller's liability for:
14.1.1 - death or
personal injury caused by its negligence, or the negligence of its employees,
agents or subcontractors;
14.1.2 - fraud or
14.1.3 - breach of
the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title
and quiet possession);
14.1.4 - breach of
the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet
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