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1. Definitions

'the Company'
means Vending Service and Supplies (Birmingham),Units 1 & 2, Dreamwell Estate,
James Rd, Tyseley, Birmingham, West Midlands. B11 2BA

'the Customer'
means the person whose order for the Goods is accepted by the Company:

'the Goods'
means the goods or services including any instalments of the goods, and any materials. Spare parts or components whether comprised within such goods or supplied separately, or any part of them which the Company is to supply to the Customer provided that in relation to spare or component parts, postage or packaging will not form part of the Goods.

'the Conditions'
means the standard terms and conditions of sale set out in this document and any special terms and conditions agreed in writing between the Customer and the Company in accordance with Condition

'the Contract'
means any contract of which these conditions form

2. General Part

2.1 These Conditions shall apply to any agreement between the Company and the Customer for the sale of the Goods. All other terms and conditions and warranties whether express or implied statutory or otherwise are excluded save to the extent provided in these Conditions or in any written variation of these Conditions signed on behalf of both parties by their duly authorised representatives.

2.2 Any quotation given by the Company is merely an invitation for an order subject to these Conditions any order given by the Customer to the Company subject to these Conditions shall be given in writing and if given orally shall be confirmed within 3 days in writing by the Customer.

2.3 By making an order subsequent to receipt of these Conditions the Customer acknowledges that these Conditions shall prevail over any conditions inconsistent herewith purported to be imposed by the Customer or any previous course of dealing with between the Company and the Customer save to the extent of any variations referred to in Condition 2.1.

3. Publications and representations

3.1 Any samples, illustrations or descriptive material including but not limited to particulars of made and pattern and other information contained in the Company's brochures, advertising material or elsewhere shall not form part of' these Conditions
and shall be treated as approximate and for guidance only unless specifically incorporated herein as provided in Condition 2.1.

3.2 The Customer acknowledges that in entering into a Contract to purchase the Goods subject to the Conditions it has not relied upon any oral or written representations made by or on behalf of the Company save as set forth in writing and expressly included herein in accordance with Condition 2.1 the Company shall have no liability for any representation not so reduced to writing and so incorporated.

4. Variations

The Company may at its discretion from time to time vary the design of the Goods from that advertised including any spare parts supplied without notice to the Customer provided that any such variations do not constitute material alterations to the Goods.

5. Specification

5.1 Copyright and any other right in all specifications, sketches, origination work and initial work including but not limited to negatives, positives, moulds, plates and cylinders whether or not produced on the instructions of or at the request of the Customer shall belong to the Company and if produced on the instructions of the Customer shall be treated as an order and the Customer shall indemnify the Company for the costs of production of any such specifications, sketches, origination work and initial work including but not limited to negatives, positives, moulds, and cylinders.

5.2 If Goods are supplied according to the Customer's drawings or specifications, the Customer shall indemnify the Company against any claims and any costs, expenses or liability of the Company or action for any infringement to any patent, trademark, registered design, copyright or other industrial property right of any third party on account of their manufacture or repair by the Company.

6. Cancellation of Orders

No order which has been accepted by the Company may be cancelled by the Customer except with the prior agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss including loss of profit costs including the costs of all labour and materials used damages, charges and expenses incurred by the Company as a result of cancellation provided that no cancellation will be accepted of orders for Goods to special requirements of the Customer or not normally stocked by the Company if the manufacture or the obtaining by the Company of such Goods is in process of being completed

7. Prices

7.1 Goods will be supplied and invoiced at the price quoted in the Company's published price list current at the time of delivery and, where applicable, at the time of delivery of each instalment hereof less any discounts agreed by the Company in writing.

7.2 Unless otherwise agreed in writing between the Company and the Customer all prices given by the Company include delivery to an address agreed by the Customer and the Company.

7.3 The price for the Goods is exclusive of VAT which the Customer shall be additionally liable to pay to the Company.

7.4 The Company reserves the right to vary its prices from time to time without notice.

8. Delivery and Terms of Despatch

8.1 Delivery of the Goods shall be made by the Customer collecting the Goods at the Company's premises at any time after the Company has notified the Customer that the Goods are ready for collection or if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that place.

8.2 The Company shall endeavour to deliver the Goods by the date quoted for delivery but unless any quoted delivery date is stated in writing by the Company's representative to be binding such date is not guaranteed nor shall the time for delivery be of the essence.

8.3 The Company shall be under no liability whatsoever for any loss or damage arising from any delay in despatch or delivery.

8.4 In the event that any delivery dates shall be expressed to be guaranteed or binding such delivery dates shall in any event be extended by such period as the Company confirms to be necessary to reflect unavoidable delay in delivery due to the Customer failing to supply information or materials required by the Company or any change of specification required by the Customer or if in the opinion of the Company the Customer fails to provide suitable transport or any other cause beyond the Company's control.

8.5 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the contract as a whole as repudiated.

8.6 If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery otherwise than by reason of the Company's fault then without prejudice to any other right or remedy available to the Company, the Company may:

a. store the Goods until actual delivery and the Customer shall indemnify the Company for all reasonable storage, insurance and other costs incurred by the Company as a result of the Customer's failure to accept delivery of the Goods or
b. sell the Goods at the best price readily obtainable and after deducting all reasonable storage and selling expenses account to the Customer for the excess over the price under the contract for the sale of the Goods or charge the Customer for any shortfall below the price under the contract for the sale of the Goods.

9. Settlement Terms

9.1 Subject to any special terms agreed in writing between the Customer and the Company, the Company shall be entitled to invoice the Customer with the price of the Goods on or at any time prior to notification to the Customer that the Goods are ready for delivery.

9.2 The Customer shall pay the price for the Goods in cleared funds not later than 30 days from the date of an invoice relating to the Goods provided that in respect of any order the Company shall be entitled to require the Customer to pay the price of the Goods in cleared funds prior to delivery, the time of payment shall be of the essence.

9.3 Save as otherwise agreed the Company may deliver the Goods by instalments and invoice each instalment in accordance with Condition

9.4 Where delivery is to be or may be fulfilled in separate instalments, each instalment shall be deemed to constitute a separate contract and payment shall be due accordingly.

9.5 If the Customer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Company the Company shall be entitled to charge the Customer interest at the rate of 2% per annum over the base rate for the time being of Lloyds Bank Plc on the invoice price of the Goods from the due date of payment until the date of actual payment such interest being deemed to accrue from day today and being compounded on the last day of each calendar month.

9.6 The Customer shall not be entitled to make any deduction from the price of the Goods in respect of any alleged right off set-off or counter claim.

9.7 The price of the Goods shall not include any returnable containers or pallets for which the Company reserves the right to charge the Customer.

10. Property and Risk

10.1 Risk or damage to or loss of the goods shall pass to the Customer

a in the case of Goods to be delivered at the Company's premises, at the time when the Company notifies the Customer that the Goods are ready for collection or
b in the case of Goods to be delivered otherwise than at the Company's premises at the time of delivery or if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.

10.2 Notwithstanding delivery, the property in the Goods shall not pass to the Customer until the Company has received in cleared funds all monies owed by the Customer to the Company including any interest due on monies owed under this or any contract or otherwise.

10.3 Notwithstanding that title to the Goods shall remain with the Company the Goods shall be at the risk of the Customer as soon as they are delivered by the Company or, if the
Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods The Customer shall insure to their full value any goods wherein the risk but not the title has passed to it and indemnify the Company for loss, damage to or destruction of any such Goods. Any insurance monies paid to or for the account of the Customer in respect of Goods wherein the risk but not the title has passed to the Customer shall be held in trust for the Company.

10.4 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company's fiduciary agent, and shall keep the Goods separate from- those of the Customer and third parties and properly stored. protected and labelled in such manner that they can at all times be identified as the Company's property.

10.5 Until such time as the property in the Goods passes, the Company permits the Customer to resell the Goods in the ordinary course of its business. provided that such permission may be revoked at any time by notice by the Company but the Customer shall hold the Company's part of proceeds for sale or otherwise of the Goods in a fiduciary capacity, and keep the Company's part of all such proceeds separate from any monies or property of the Customer and third parties in a separate bank account clearly denoted as an account containing monies deposited for the benefit of the Company and, in the case of tangible proceeds, properly stored, protected and insured.

10.6 Until such time as property in the Goods passes to the Customer, the Customer shall be bound at the request of the Company to deliver up the Goods to the Company and for such purpose the Company may at any time in its absolute discretion recover from the Customer those Goods being in the Customer's possession and for the purpose of such recovery the Company or its agents shall be entitled at any time to enter upon the Customer's premises or the premises of any third party where the Goods are stored to take repossession of the Goods held there unsold.

10.7 The Company shall be entitled, where the Goods have become fixed or attached to or incorporated within any other products. ''Assembled Goods'' to detach the Goods from such Assembled Goods.

10.8 The provisions of this Condition 10 shall be without prejudice to the obligation of the Customer to purchase the Goods.

11. Lien

The Company shall have a general lien against the Customer in respect of, any goods of the Customer being in the possession of the Company for amounts overdue under these Conditions. If any lien is not satisfied within 3 months of any payment becoming due the Company may sell such goods as agent for the Customer upon such terms as it see’s fit and apply the proceeds towards the moneys due and the expenses of sale and shall upon accounting to the Customer for the balance remaining if, any be discharged from all liability whatsoever in respect of, such goods.

12. Claims for Damage/Shortage

12.1 In respect of Goods comprising spare or component parts which are not comprised within any other Goods, the Customer shall have no right to reject deliveries of the Goods on the grounds of variation of' quantity from the Customer's order where such variation is not more than 10% or not less than 10% of the quantity of Goods ordered.

12.2 If the Company is responsible for arranging the carriage of the Goods to the Customer, any claim that the Goods are damaged or do not comply with their specification shall be notified in writing by, the Customer to the Company within 3 working days of receipt of a Delivery Note or in the case of any alleged detect in the Goods which is not reasonably apparent on inspection. within 5 working days after the alleged defect was brought to the Customer's attention provided that the Company shall have no liability to the Customer in respect of loss or damage where the Customer has been responsible for arranging the carriage of the Goods.

12.3 If the Company is responsible for arranging the carriage of the Goods, any claim in respect of non-delivery of the Goods must be notified to the Company within 5 working days of receipt by the Customer of an invoice in respect of the Goods provided that the Company shall have no liability in respect of non-delivery when the Customer has been responsible for arranging the carriage of the goods.

12.4 If delivery is not refused and the Customer does not notify the Company of any claim in accordance with the provisions of this Condition 12, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defects or failure, and the Customer shall be bound to pay the price of or the Goods.

13. Warranty

Goods supplied are covered by manufacturers warranty where applicable. Goods supplied without such warranty carry no further cover from Vending Services and Supplies (Birmingham).

13.3 The above warranty is given for the benefit of the Customer only and shall not be assignable by the Customer to any third party without the Company's consent.

13.4 Where any 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 Conditions. the Company shall, at its discretion and at its own expense, repair or replace the Goods or the part in question free of charge in accordance with the terms of the Company's Warranty Policy from time to time, the terms of which shall be incorporated herein. and the Company shall have no further liability to the Customer provided that Goods replaced under the terms of this warranty shall only have the benefit of the unexpired remainder of the warranty period set out in Condition 13.1 as it applied to the original Goods supplied.

14. Liabilities

14.1 Except in respect of death or personal injury caused by the Company or its servants' negligence, or to the extent that the exclusion of the Company's liability is precluded by the Unfair Contract Terms Act 1977, as from time to time amended, the obligations of the Company under Conditions 12 and 1 3 shall be accepted by the Customer in lieu of and to the exclusion of all conditions and warranties express or implied by statute or otherwise and the Company shall not be liable to the Customer for any consequential loss or damage whether for loss of profit, goodwill, business revenue or otherwise costs, expenses or any other claims for consequential compensation whatsoever which arise out of or in connection with the supply of the Goods or their resale by, the Customer.

15. Force Majeure

The Company shall not be liable to the Customer or be deemed to be in breach of contract by reason of any delay in performing or any failure to perform any of the Company's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company's reasonable control.

16. Termination

16.1 The following shall be treated as a breach of this Contract and the Company shall be entitled without prejudice to its other rights and remedies to treat any such breach as a repudiation of the Contract and to determine the same accordingly.

16.1.1 any failure of the Customer to take delivery of the Goods when required to do so or any failure of the Customer to remedy any material breach of its obligations under these Conditions with the Company within 30 days of written notice from the Company specifying the breach and the remedial action required:

16.1.2 the levying of any distress. execution or other legal process upon any of the Customer's assets:

16.1.3 any arrangement or composition between the Customer and its creditors whether generally or pursuant to proposals made under Section 1 of the Insolvency Act 1986 or any act of bankruptcy of the Customer or if the Customer is a corporation the passing of a resolution or the making of an order for the winding up of 'the Customer or the making of any administration order in respect of the Customer or the appointment of any liquidator, administrative receiver, judicial administrator or receiver or manager in respect of any parts of 'the undertaking or assets of the Customer .

16.2 The Company shall be entitled. as an alliterative to termination of Contract on account of any of the matters specified in C1ause 16 to suspend the performance by the Company of its obligations under the Contract and such suspension shall not constitute a termination of the Contract and the Customer shall have no rights against the Company by reason of such suspension Suspension of the Contract shall not prejudice the Company's rights subsequently to terminate the Contract.

17. Notices

Any notice required or permitted to be given by either Party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business and shall be deemed to have been received by the party to whom it was sent.

a. if sent by registered post 7 days after the date of the re registration receipt provided by the relevant postal authority: and
b. if sent by telex or facsimile upon transmission

18. Miscellaneous

18.1 No waiver of the Company of any breach of these Conditions by the Customer shall be considered as a waiver of any subsequent breach of them

18. 2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of these Conditions and the remainder of the provisions in question shall not be affected thereby

18.3 The Contract between the Company and Customer and all disputes arising under these Conditions shall be governed by English law and be subject to the exclusive jurisdiction of the courts of England and Wales.

19. Refunds Policy

Refunds shall be given at the discretion of Vending Services and Supplies (Birmingham).

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