Any contract made by Vending 4 You Ltd (hereinafter the Company) for the supply of its products or services to a purchaser (hereinafter the Customer) shall be subject to these Terms and Conditions of Sale, which supersede any earlier Terms and Conditions of Sale.
The Company does hereby reserve the right to add to, amend or vary the Conditions as herein set out, by including such additions, variations or modifications to the quotation or in any written correspondence addressed to the Customer.
The prices of the goods shall be the Company’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company’s published price list at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Customer, after which time they may be altered by the Company without giving notice to the Customer.
The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in cost of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the goods which is requested by the Customer, or any delay or additional cost caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.
Except as otherwise stated under the terms of any quotation or in any price list of the Company, and unless otherwise agreed in writing between the Customer and the Company, all prices are given by the Company on an Ex-Works basis.
3. DELIVERY AND TERMS OF DESPATCH
The Company will use its best endeavours to deliver the goods upon the estimated delivery date quoted but the Company shall be under no liability whatsoever for any delay in despatch or delivery nor for any loss or damage whatsoever arising directly or indirectly there from. If the Customer shall refuse to accept delivery of any goods for any reason, the Company shall be entitled to charge the Customer the contract price together with all additional delivery and other costs incurred by it as a result.
4. PAYMENT TERMS
Unless otherwise specified in the quotation or other agreement, invoices for machines or goods supplied must be paid in full before delivery or supply.
Time of payment is of the essence of the agreement. If the Customer fails to make payments in the time and manner specified by the Company or becomes insolvent or has a receiver appointed or passes a resolution for winding up, the Company may delay or suspend, at its option, deliveries. In addition to other remedies permitted under the applicable law and these Terms and Conditions, the Company reserves the right to charge interest on delayed payments at the rate of 4% per annum above Bank of England base rate on the invoice price from the due date until the date of actual payment.
The Customer shall not be entitled to make any deduction from the price in respect of any setoff or counterclaim.
5. RETENTION OF TITLE
Notwithstanding delivery and passing of risk, title to the goods supplied by the Company remains vested in the Company until the purchase price and all other monies owing by the Customer in relation to those goods or the price (whether or not due) are paid unconditionally in full and cleared through the Company’s bank account.
Until then the Customer shall carefully hold them for the Company as the Company’s fiduciary agent and bailee and keep them identified as the property of the Company separately from other products and properly stored, protected and insured; but the Customer is entitled to resell the Company’s products in the ordinary course of its business provided that it accounts to the Company for their sale proceeds or if the goods are affected by an insurable event any insurance payment received for the products and keeps all such proceeds and payments separate from other finances. The Company shall have the right at any time to revoke the Customer’s right of sale by written notice to the Customer, if the Customer is in default in respect of payment of any sum due to the Company.
Until such time that title in the goods has passed to the Customer (and provided they are still in existence and have not been resold) the Company is entitled at any time to require the Customer to deliver them to the Company and, if the Customer defaults, to enter the premises where the products are stored and repossess them.
The Customer is not entitled to pledge or charge in any way the products which remain owned by the Company and if the Customer does so all monies owing by the Customer to the Company shall immediately become due and payable without prejudice to any other right or remedy of the Company.
6. SPECIFICATION ALTERATIONS
The Company reserves the right to make any alterations in the specifications or design of any goods and to deliver goods conforming to the altered design or specification in fulfilment of any order, provided there is no change in the basic characteristics or functions of the goods to he delivered. If the Company decides to alter the specifications or design of any goods it shall be under no obligation to apply such alteration to any goods previously ordered or delivered.
7. CLAIMS FOR DAMAGE OR SHORTAGE
Any claim by the Customer which is based on any defect in the quality or condition of the goods or their failure to correspond with the specifications shall (whether or not delivery is refused by the Customer) be notified to the Company in writing within 2 (two) days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within 7 (seven) days from the date of delivery. If delivery is not refused, and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the goods had been (Cont’d)
delivered in accordance with the contract.
The company offers machines either with or without warranty. The Company shall repair or, at its discretion, replace any part or parts of goods supplied in which there is material defect in manufacture, to the Company’s final judgment only, should it appear on machines both sold with a warranty and within the warranty period stipulated on the Company’s invoice at the date of acceptance of the order from date of delivery,unless otherwise agreed in writing.
All defective parts under warranty shall be sent by the Customer at its own expense, unless otherwise agreed in writing between the Customer and the Company, to Vending 4 You Ltd, Unit 3 Manor Road, Shurlock Row, RG10 0PY England.
The Company shall bear the cost of such repair or replacement of products under warranty. Such warranty shall not extend to items subject to normal operational exchange (such as plastic parts, bulbs, fluorescent tubes, fuses, filters, hygiene replacement parts, etc.) and the cost of any labour required to effect such repair or fit such parts and such excluded costs shall be borne by the Customer. Further the warranty shall not extend to defects not depending on the Company, such as the ones arising from incorrect handling, transport, storage, incorrect installation, modifications and/or repairs made by third parties, deterioration due to corrosion because of not proper detergents, incorrect utilisation or bad maintenance.
Subject as expressly provided in these Conditions, and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977 and reenactments thereof), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
Where the goods are sold under a consumer transaction (as defined by the Consumer Transactions Restrictions on Statements Order 1976) the statutory rights of the Customer are not affected by these Conditions.
If the Customer is in default in respect of payments due to the Company or becomes insolvent or has a receiver appointed or passes a resolution for winding up, the above terms of warranty shall not apply.
The above terms of warranty are given in lieu of any additional warranty on the merchantabilty, quality and fitness for purpose.
9. LIABILITY AND INDEMNITY
In no event shall the Company be liable for indirect or consequential loss or damage (other than the direct physical damage to property caused by the negligence of the Company or its employees) including but not limited to economic loss, loss of profit, business revenue, goodwill and anticipated savings or damages in respect of special, indirect or consequential loss.
Nothing contained in these conditions shall exclude any liability of the Company for death or personal injury to the extent that it results from the negligence of the Company or its employees.
10. FORCE MAJEURE
Neither party shall be liable for any delay or inability in fulfilling its obligations arising under the contract, if and to the extent such delay or inability is wholly and directly caused by an event of force majeure, such as fire, flood, storm, general or company strikes, riot, war, government orders or regulations, or any other cause beyond the control of the party which prevents the fulfilment of its obligations.
If an event of force majeure occurs, the party affected shall notify the other party of such occurrence within (5) (five) working days from the date of such occurrence and shall provide the other party with full and complete information about the event and an estimate of the consequences of the event on the ability of the affected party to fulfil its obligations.
If an event of force majeure occurs and Seller’s fulfilment of its obligations under the contract is delayed for a period of more than (50) (fifty) days, Buyer may terminate the concerned part of the contract without incurring any liability.
11. RETURN OF GOODS
Goods cannot be returned to the Company unless agreed in writing with an authorised representative of the Company. Acceptance by the Company of returned goods shall not amount to or be construed as agreement to cancel an order or an admission of any defect in such goods. The Company may make handling and restocking charges in respect of any goods returned.
12. APPLICABLE LAW AND SETTLEMENT OF DISPUTES
These terms and conditions and all contracts with the Company shall be construed and interpreted in accordance with English law. Any dispute shall be referred to the Court of England and Wales, provided however that the Company, at its own discretion, may elect to waive the competence of the English law and the Court of England and Wales to bring an action against the Customer before any court of competent jurisdiction in the domicile of the company, the applicable law being the law of the Country of the Company’s domicile.