1. Definitions
- “Buyer” shall mean the person or company who agrees to buy Goods from the Company
- “Company” shall mean Vaughan Industries Limited, registered in England No. 2561068, Registered Office at Unit 3, Sydney House, Westend Blackwater, Truro, the seller of the goods or services.
- “Contract” shall mean any contract for the sale of Goods made pursuant to these Terms between the Buyer and the Company
- “Goods” shall mean the goods (including the instalment of the goods) or any parts for the said goods or services which the Company is to sup-ply in accordance with these Terms.
- “Terms” shall mean these terms and conditions of sale and (unless the context otherwise requires) includes any special terms or conditions agreed in writing between the Buyer and the Company. Seperate terms exist for Internet based transactions.
2. The Sale
2.1 These terms form the whole agreement between the Company and the Buyer and shall not be removed or varied unless agreed in writing between the respective authorised representatives of the Buyer and the Company. No other express terms written or oral shall be incorporated into these Terms.
2.2 Any advice or recommendations given by the Company or its employees or agents to the Buyer or its employees or agents as to the storage, applica-tion or use of Goods which is not confirmed in writing by the Company is followed or acted upon entirely at the Buyers own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not confirmed.
2.3 The Company’s employees or agents are not authorised to make any representation concerning the Goods unless confirmed in writing and signed by an officer of the Company. In entering into a Contract the Buyer acknowledges that it does not rely on and waives any claims or breach or any such representation which are not confirmed.
2.4 The sale is deemed to occur within the United Kingdom. Any buyer who takes the goods oveseas is deemed as exporting them from the United Kingdom and is liable for any export / import duties and any other laibiites legal or other associated with the country to which they take the goods.
3. Price
3.1 The Company reserves the right by giving notice to the Buyer at any time before delivery to increase the price of Goods to reflect any increase in the cost to the Company which is due to any fact beyond control of the Company (such as, without limitation, a foreign exchange fluctuation, currency regulations, authorisation of duties, significant increase in both costs of subcontract labour, materials or any other costs of manufacture), or other changes in delivery dates, quantities or specifications of the Goods which is requested by the Buyer.
3.2 All prices are exclusive of any applicable Value Added Tax (“V.A.T.”) for which the Buyer shall be additionally liable to pay the Company.
4. Payment and Invoice
4.1 Full payment for the Goods plus V.A.T. and any delivery and packaging costs must be accompanied with all orders for Goods. (See under Trade Buyers for credit facilities.)
4.2 Payment may be made by cheque, bankers’ order or postal order made payable to Vaughan Industries Limited and crossed “account payee only”.
4.2.1 Payment may also be made by BACS or international wire transfer, in pounds sterling. Please apply for transfer details
4.3. No cheque, bankers’ order or postal order, once issued in the favour of the Company shall for any reason be cancelled or stopped.
4.4 A single invoice shall be issued and a charge shall be made for any additional copy invoices.
5. Ordering
By Mail To: Vaughan Industries Limited, Unit 3 Sydney House, West end Blackwater, Truro, TR4 8HH.
By Telephone:
Call 01872 561288 to place orders on trade account.
Orders with a total value in excess of £200 shall require written confirmation by mail or facsimile
The Buyer should clearly mark the order ‘Confirmation’.Failure to do so may result in a duplicate order for which the Buyer shall be liable.
By Facsimile. Simply Fax your written order to 01872 561288
By E-Mail to accountss@vil.uk.com
6. Minimum Order
A minimum charge of £10 plus postage and V.A.T. shall be made by the Company for any order.
7. Delivery
7.1 The Buyer shall be liable for all transportation costs concerning the delivery of goods howsoever such costs might be incurred.
7.2 The Buyer is under a duty to inspect all Goods immediately upon delivery of the Goods to the Buyer.
7.3 Delivery dates mentioned in any quotation, order or other documentation are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence. The Goods may be delivered by the Company in advance of the quoted delivery date on giving reasonable notice to the Buyer.
7.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate Contract and failure by the Company to deliver any one or more of these instalments in accordance with these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7.5 If the Company fails to deliver the Goods for any reason, other than cause beyond the Company’s reasonable control or the Buyers fault and the Company is liable to the Buyer, the Companies liability shall be limited only to refund any deposits made by the buyer, and shall not be liable for any additional cost(s) incurred by the Buyer to procure alternative supply of replacement goods.
8. Cancellation
8.1 Once the Buyer places an order, cancellation of that order can only be accepted with the Companies permission.
8.2 Where the Buyer cancels an order it shall be liable for any costs accrued by the Company to service the said order up to and including the date of cancellation. The foregoing shall be deemed to include costs accrued for work in progress, development costs, tooling etc. but shall not be permit-ted to exceed the total order value.
9. Availability
9.1 All orders are subject to availability and the Company reserves the right to refuse to accept any order in whole or in part.
9.2 In the event that the Company refuses to accept an order in whole or in part the Company will endeavour to complete the remainder of the order at a later date but the Buyer shall be informed and be entitled to cancel the whole or remainder of the order.
10. Specification
The Company’s policy is one of continual improvement and it reserves the right to recommend and make reasonable changes to product specification.
11. Trade Buyers
11.1 Except as they may be inconsistent or may be varied by Clause 11 these terms shall apply to any Contract made with a Trade Buyer.
11.2 Trade prices and accounts are available to bona fide trade customers by completion of our credit account application form.
11.3 Terms of payment are strictly nett payable at the end of the month following the date of invoice.
11.4 The Company reserves the right to charge interest at 2.5% per month on overdue accounts. This will be invoiced upon the expiry of 48 hours after the due date.
11.5 If in the reasonable opinion of the Company’s officers a Buyer’s financial status may not be able to support the agreed terms of payment, the Com-pany reserves the right to cancel any outstanding orders unless the Buyer shall forthwith pay for any Goods already delivered and if the Company so requires pay in advance for all Goods not yet delivered.
11.6 Title of the Goods or any relevant part thereof shall pass to the Buyer upon happening of any one of the following events:-
11.6.1 the Buyer has paid the Company all sums due and payable by it to the Company under the contract and all other prior contracts between the Company and the Buyer.
11.6.2 when the Company serves on the Buyer notice in writing specifying that title to the Goods or such part thereof has passed.
11.7 The Company may recover Goods in respect of which title has not passed to the Buyer at any time and the Buyer hereby licenses the Company, its officers, employees and agents to enter upon any premises of the Buyer for the purpose either of satisfying itself that condition 11.8 below is be-ing complied with by the Buyer, or for recovering any Goods in respect of which property has not passed to the Buyer.
11.8 Until title to the Goods has passed to the Buyer pursuant to clause 11.6, it shall possess the Goods as a bailee of the Company pursuant to these Terms. If the Company so requires the Buyer shall store the Goods separately from other Goods and shall insure that they are clearly identifiable as belonging to the Company.
11.9 The Buyer shall only be at liberty to sell the Goods or any part of them, whether in their original state or combined with other goods, prior to the pass-ing of title, on the understanding that if the buyer does sell the goods then the Buyer will hold the whole proceeds of sale received by it in trust for the Company. Where such condition shall exist, the Company shall reserve absolutely the right to full payment from the said trust for any and all goods in the possession of the Buyer. The Company shall further exercise the right to the settlement from funds held in trust any and all outstand-ing debts howsoever such debts might be deemed to have arisen.
11.10 Risk shall pass to the Buyer so that the Buyer is responsible for all loss damage or deterioration to the Goods from such time as the Goods shall leave the Company’s premises.
12. Exclusion and Limitation of Liability
IMPORTANT: As the potential losses which the Buyer might suffer as a result of any breach of Contract by the Company are more readily ascertainable by the Buyer AND since such losses can be wholly disproportionate to the Contract value to enable the Company to keep the price as low as reasonably possible it is agreed that the Company limits its liability in accordance with the following provisions:
12.1 Subject as expressly provided in these Terms and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or law are excluded.
12.2 Where the Goods are sold under a transaction with a consumer the statutory rights of the Buyer are not affected by these conditions.
12.3 Any claim by the buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond to the specification shall, whether or not delivery is refused by the Buyer, be notified to the Company within three days from the actual date of delivery or (where such defect was not apparent on reasonable inspection) within a period not exceeding seven working days after discovery of the defect or failure. If delivery is refused and the buyer does not notify the Company accordingly, the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, then the Buyer shall be bound to pay the full invoice price as if the Goods had been delivered in accordance with the contract.
12.4 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to the Company in accordance with these Terms, the Company shall be entitled to repair or replace the goods (or the part in question) free of charge, at the Company’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Company shall have no further liability to the Buyer.
12.5 Except in respect of death or personal injury caused by the Company’s negligence the Company shall not be liable to the Buyer by reason of any representation or implied warranty, condition or other term or any duty at common law or under express terms of the Contract, for any consequential loss or damage (whether for loss of profit, loss of contracts, damage to property of the Buyer, costs, expense or other claims with consequential compensation whatsoever ) which may arise out of or in connection with the supply of the Goods, their use or resale by the Buyer.
12.6 The Company shall not be liable to the Buyer or deemed to be in breach of the contract by reason of any delay in performing or any failure to per-form any of the Company’s obligations in relation to the Goods if the delay or failure was due, in the opinion of the officers of the Company, to any cause beyond the Company’s control.
12.7 The company shall not be liable for damage to computer systems, recorded and data processing media; loss distortion or erasure of data, errors, omissions, software or omissions in software whilst servicing that equipment or otherwise.
13. Development and Prototypes
13.1 Where the Company accepts to develop a product for a Buyer, it remains the buyers responsibility to ensure that design is acceptable to the buyers design criteria.
13.2 Where the Company accepts to develop a product for a Buyer, it shall provide prototype product that should be treated with extreme caution by the Buyer until such time as the prototype product has completed successful field trails. All liabilities shall pass to the buyer when conducting such trials.
13.3 No guarantee, either actual or implied, can be accepted for prototype product under any circumstances whatsoever.
13.4 Certification of conformity for CE marking of a product. The Company may arrange for such testing to be conducted for the Buyer, but in any event the sole and absolute responsibility to ensure testing for CE certification is undertaken remains with the Buyer.
13.5 Until such times as certification has been conducted upon newly developed products, it shall be considered that the Company supplies prototype sub-components only in the meaning of these definitions under European law, such that those components shall form part of an assembly for a product that is completed by the Buyer, the product requiring certification and not its components.
13.6 The costs of developing and/or prototyping a product are subject to variation by their nature. The Buyer shall be deemed to have accepted such variation in cost as may from time to time be applicable to the Company’s activities in developing or prototyping a product on the Buyer’s behalf.
Termination of Contract under the Insolvency Act wherein the said Act shall affect the ability of the Buyer to conduct his/her Business
14. If the Buyer: Being a Company
14.1 Shall cease to trade for any reason whatsoever or shall become the subject of an enforced or voluntary liquidation hostile take-over or voluntary arrangement with its creditors, the Company shall reserve absolutely the right to the immediate return of any and all goods for which payment re-mains outstanding and to demand that payment outstanding that shall be legitimately claimed by the Company from the said Buyer be immediately made and that in any ensuing action the Company shall. reserve the right to be treated as a first preferential creditor and shall thereby take preference over any and all other creditors including such creditors who may have instigated an action under the Insolvency Act.
15. General
15.1 Any notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to that other party at its registered office or principal place of business or such other address that may be at the relevant time have been notified pursuant to this provision to the party giving notice.
15.2 No Waiver by the Company of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
15.3 Any dispute arising under or in connection with these Terms for the sale of the Goods shall be referred in accordance with the provisions of the Arbitration Act 1950-1979 and any statutory modification or re-enactment thereof for the time being in force to a single arbitrator to be appointed by the Company and the Buyer or in default of the agreement by the President for the time being of and under arbitration rules of the Chartered Institute of Arbitrators.
15.4 These terms shall be governed by the laws of England and Wales and may be modified or altered temporarily to accommodate contractual variation without notice.