Terms & Conditions

The Buyer’s attention is particularly drawn to Clause 14

1.  Definitions

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.  Conditions

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 Conditions.  

 

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.  Price

3.1 - The Price shall be the price quoted on the Order. 

4.  Payment and Interest

4.1 - Payment of the Price and VAT shall be due within 30 days of the date of the Seller’s invoice.   

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.  Goods

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.  Warranties

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.  Delivery of Goods

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 delivery.

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.

8.  Acceptance 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 Goods.

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 contract. 

9.  Title and risk

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. Carriage of Goods

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. Supply of Services

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. Buyer’s obligations

12.1 - The Buyer shall:

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 Services;

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 Default.

13. Intellectual Property Rights

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 Buyer.

13.3 - All Seller Materials are the exclusive property of the Seller.

14. Limitation 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 fraudulent misrepresentation;

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 possession); or


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