means Vending Service and Supplies (Birmingham),Units 1 & 2, Dreamwell Estate,
Rd, Tyseley, Birmingham, West Midlands. B11 2BA
means the person whose order for the
Goods is accepted by the Company:
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.
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
means any contract of which these
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
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
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.
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.
5.1 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
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
7.1 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
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
10. Property and Risk
10.1 Risk or damage to or loss of the goods shall pass to the
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
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.
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
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.
14.1 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,
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.
16.1 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
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.
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
sent by telex or facsimile upon transmission
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
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).