These conditions of sale ("the Conditions") shall apply to any contract for the sale of equipment ("the Goods") by Vimpex Ltd. ("the Company"), any such contract being hereinafter referred to as "the Contract" and the purchaser as "the Buyer". The Company contracts as aforesaid upon such terms as are agreed between the Company and the Buyer and upon the terms of the Conditions alone. No conditions or terms of the Buyer shall apply to this Contract. No variation of any of the Conditions shall be effective unless in writing and signed by a duly authorised representative of the Company.
2. Quotations and Acceptance of Orders
Any quotation by the Company remains open for acceptance for 30 days from the date on which the Company sends the quotation to the Buyer. If no quotation is rendered the price set out in the Company's price list shall apply, having regard to any discounts agreed in writing. The Company reserves the right to make a delivery charge over and above the quotation value.
If Goods are supplied in accordance with the Buyer's specifications the Buyer shall be solely responsible for the specifications. The Buyer acknowledges the Goods are fit for his purpose in reliance on his own skill and judgement and has not relied for this purpose upon the skill and judgement of the Company and the Buyer will indemnify the Company against all claims by the customers of the Buyer and Sub-Buyer in this regard.
All prices stated by the Company are exclusive of VAT.
a) Payment for the Goods supplied is assumed to be due prior to dispatch, unless otherwise agreed in writing and signed by a duly authorised representative of the Company. The Company shall be entitled to sue for the price whether or not property in the Goods has passed by virtue of Clause 9.
b) Without prejudice to any other rights or remedies of the Company any default by the Buyer in making payment of the Due Date shall entitle the Company to suspend deliveries under the Contract or any other contract so long as the default continues and to treat the Contract as repudiated by the Buyer and determined if the Buyer has not within seven days of receiving written notice from the Company paid all sums due to the Company.
c) The Company reserves the right to charge interest of overdue invoices at two per cent over UK base rates.
d).A surcharge will be applied for all commercial card payments
a) Delivery shall take place when the Goods are delivered at the address specified in the Buyer's order or in the absence of such address at the Buyer's premises except that if the Buyer collects or arranges collection of the Goods at the Company's premises, or nominated a carrier for the Goods delivery shall take place when the Goods are loaded onto the collection or carrier's vehicle.
b) The Company will use its best endeavours to complete delivery on or before delivery dates requested by the Buyer as estimated by the Company and time of delivery shall not be of the essence. The Company will not be liable for any delay in delivery.
c) Where delivery is by instalments each instalment shall constitute a separate contract and any failure or defect in any one or more instalments delivered shall not entitle the Buyer to repudiate the agreement not to cancel any subsequent instalments. If any order is cancelled prior to the last in a series of deliveries the Company reserves the right to charge for all goods delivered at the price ruling at the date of the cancellation.
d) The Buyer cannot reject the Goods by reason only of short delivery.
e) It is the Buyer's responsibility to notify the Company if the Goods have not been received by the Buyer within seven days of the date of receipt of invoice. If no notifications is made the Buyer will be deemed to have received the Goods.
7. Examination and Claims
The Buyer shall upon delivery examine the Goods and shall within seven working days of delivery notify in writing to the Company of any apparent damage, defects or shortage.
a) If any defect in the design materials or workmanship of the Equipment appears within the Warranty Period, the Company shall as soon as practicable make good the defect or at its option replace the Equipment with equipment of similar specification, provided that:
(i) the Equipment has been properly maintained and has not been modified or operated beyond its specified capacity or otherwise misused, and the power supply and environmental conditions have been maintained within the specified limits.
(ii) the Buyer has given written notice within 7 days of the appearance of the defect.
(iii) the Buyer shall, if requested by the Company, send the defective part to the Company carriage paid.
b) The Warranty Period shall be a minimum of twenty four months from the date of delivery or any other such period specified in the Company's quotation or specifications.
c) The liability of the Company to the Buyer under the Warranty shall be limited to the repair or replacement of the Goods.. If a product is made obsolete, a like for like replacement will be offered.
d) Save for liability for death or personal injury arising from the Company's negligence (which if proved is not excluded), the Company's obligation to repair or replace as aforesaid shall constitute the full extent of the Company's liability in respect of any loss or damage sustained by the Buyer whether caused by any breach of the Contract or misrepresentation or by the negligence of the Company its employees or agents or arising from any other cause whatsoever and the Company shall not be liable for any other consequential economic direct or indirect loss suffered by the Buyer arising therefrom.
Goods up to 28 days old that are surplus to requirements will be accepted for return at the absolute discretion of the company. They should be received unused, undamaged, securely packed and in original cartons; and should be accompanied with details of the original order, referring to the Buyer's authorisation as well as RMA number given by Vimpex. A credit will be issued, subject to the following restocking charges:
- Standard products - 20%
- Special orders including customised products and Fire-Cryers - 40%
- Bespoke or customer-specified products - 100%
- Intrinsically Safe and Hazardous Area products - 100%
Goods should be returned at the cost of the buyer. Any credit issued will exclude the original carriage costs.
10. Property and Risk
a) Ownership of the Goods the subject of this Contract shall not pass to the buyer until they are fully paid for, but the risk in the Goods shall be borne by the Buyer from the date of delivery by the Company or their carriers to the Buyers.
b) In the event that the price for the Goods is not paid by the Buyer by the due date the Company shall at their absolute discretion be at liberty either to recover the Goods or maintain an action for the price of the Goods.
c) For all purposes the Buyer hereby grants to the Company an irrevocable lien on the Goods until the price is paid and permits the Company access to recover the Goods, where so ever they are situated.
d) Without prejudice to the foregoing, the Company may maintain an action against the Buyer for any loss and damage suffered in consequence of the Buyer's failure to complete the Contract or pay the price for the Goods.
11. Cancellation, Suspension and Termination
a) If the Buyer shall purport to cancel the whole or any part of the Contract the Company may by notice in writing to the Buyer elect to treat the Contract as repudiated and the Buyer shall thereupon be liable to pay to the Company by way of liquidated damages a sum of equal to all the expenses incurred by the Company in connection with the Contract including an appropriate amount in respect of administrative overheads, costs and losses of profit. The Company's reasonable estimate of the expenses incurred shall be final and binding on the parties.
b) If for any cause whatsoever beyond its control the Company is unable to make any delivery on the applicable delivery date or perform any of its other obligations under the Contract the Company may by notice to the Buyer terminate the Contract or suspend the Contract without liability for any loss or damage thereby incurred by the Buyer.
12. Export Sales
a) In respect of sales of the Goods outside the United Kingdom ("Export Sales") the provisions of these Conditions shall apply unless inconsistent with the terms of this clause.
b) If an Import Licence or permit is required for the Importation of the Goods into the country of destination they the Buyer undertakes to obtain such import Licence or permit prior to shipment.
13. Force Majeure
a) In so far as the performance of the Company may be affected by any strike, any lack of available shipping or transport of materials, any restriction, regulation or decree by any local or municipal authority or government department or by any cause beyond the Company's reasonable control (which shall be construed without reference to the preceding causes) the Company may elect at its absolute discretion either:-
(i) to terminate the Contract; or
(ii) to proceed to perform or continue performance under the Contract within a reasonable time after the termination of such events or circumstances.
b) In the event that the Company makes an election under Clause 14 (a) the Buyer shall accept the Goods or such part of them as are delivered to it notwithstanding any delay.
14. Proper Law
The Contract is and shall be deemed to have been made in England and shall in all respects be governed by English Law and shall be subject to the jurisdiction or the English Court.