Terms and Conditions of Sale for VEL Fit (“a trading name of Creativity Incorporated Limited”) here by known as the company and the party or parties contracting to purchase Goods and /or Services.
All orders are accepted subject to the terms and conditions of sale laid out below. These terms and conditions shall only be varied, or special terms and conditions agreed in exceptional circumstances and any such variations or special terms, and conditions will only apply with the written agreement of a director of the company.
In these conditions: – “Client” means the person who accepts a quotation of company and whose order for the Goods and services is actioned by company. “Goods” means any products and materials that is specified and details of which are set out in the order which Company is to supply in accordance with these Conditions. “Services” means the provision of labour, consultancy or support services by Company employees and agents in connection with the maintenance, replacement and or installation of the products set out in the order. “specification” means the agreement for the purchase and sale of the Goods subject to these Conditions. “Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any variation or special terms and conditions agreed in writing between a director of Company and the Client.
2. Quotations and Acceptance
(a) Quotations given by the company are valid for 30 days (except where otherwise stated) and does not constitute an offer capable of acceptance by the Client. No binding contract shall arise until the company accepts the Client’s order by acknowledging the same in writing. Such acknowledgement shall be subject to the products quoted for still being available and the provision of sufficient information by the Client to enable the company to proceed with the order. The company may at its discretion on small orders action the order without raising an acknowledgement. The company will not accept any variation or modification of these terms or conditions or any other quoted terms or conditions unless the same are specifically agreed by the company in writing. The placement of any order by a Client shall be deemed to constitute acceptance of these terms.
3. Basis of the Sale
(a) The company shall sell and the Client shall purchase the Goods and Services in accordance with the written quotation of the company, and these conditions shall govern the Contract to the exclusion of any other terms and conditions specified by the Client, unless agreed by the company in writing.
(b) The company, its employees and agents are not authorised to make any representation concerning the Goods unless confirmed by the company in writing. In entering into the contract, the Client acknowledges that is does not rely on, and waives any claim for breach of any such representations which are not so confirmed.
(c) Any advice or recommendations given by the company, its employees or agents to the Client’s employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the company is followed or acted upon entirely at the Client’s own risk and accordingly the company shall not be liable for any such advice or recommendation which is not so confirmed. (d) Any typographical, clerical or any other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice, information or any other document issued by the company shall be subject to correction without any liability on the part of the company.
(e) Orders under a certain value, approximately £200.00, will be accepted based on a verbal order.
4. Orders and Specifications
(a) The Client shall be responsible to the company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Client, and for giving the company any necessary information relating to the Goods or Services within a sufficient time to enable the company to perform the Contract in accordance with the terms, and time shall not be deemed to be of the essence of this contract unless and where specifically stated herein.
(b) The quantity, quality and description of and any specification for the Goods or Service shall be those set out in the company quotation with such amendments as are accepted by the company in writing.
(c) The company reserves the right to make any changes in the specifications of the Goods or Services which are required to conform with any applicable safety or other statutory requirements or, where the Goods or Services are to be supplied to the company’s specification, which do not materially affect their quality or performance.
(d) No order which has been accepted by the company may be cancelled by the Client except with the agreement in writing of the company and on terms that the Client shall indemnify the company in full against all loss (including loss of profit), damages, charges and expenses incurred by the company as a result of cancellation.
(e) All service plan agreements are for a minimum period of 12 months unless otherwise stated in writing by the company.
(f) All service plan agreements are on a rolling contract basis. See 17. for contract termination.
5. Price and Delivery
(a) The price of the Good’s does not include VAT unless specifically stated and the Client shall be additionally liable to pay the VAT to the company at the rate applicable at the time of delivery of the Goods.
(b) Unless otherwise agreed delivery will be ex-works and Goods will be packed to the company’s normal specifications in non-returnable packing and carriage will be arranged at the request and at the expense of the Client. Where applicable cash on delivery charges will be added to the price of the Goods.
(c) The price of the Goods and Services shall be company’s quoted price or where no price has been quoted (or a quoted price is no longer valid), the price listed current at the date of acceptance of the order by the company. All prices quoted are valid for 30 days only or until earlier acceptance by the Client, after which time they may be altered by the company without giving notice to the Client.
(d) the company reserves the right by giving notice to the Client at any time before delivery, to increase the price of Goods or Services to reflect any increase in the cost to the company which is due to any factor beyond its control (such as, without limitations any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase to 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 Client, or any delay caused by instruction of the Client or failure of the Client to give the company adequate information or instructions.
(e) The company reserves the right to suspend or cancel any unfulfilled Contract where payment for any previous Contract remains outstanding after due date of payment or where in the reasonable opinion of the company the Client is unlikely to be able to or willing to pay his debts as they fall due.
(f) Whilst the company shall make every effort to supply the Goods or Services within the required time, any delivery period quoted is an estimate only so that time will not be of the essence provided the company takes all reasonable steps to deliver the Goods or Services at the time stated but the company shall be under no liability whatsoever for failure to do so.
(g) the company is not responsible for loss or damage of Goods in transit. If the carriers and the company are notified of loss or damage within three days of delivery or non-delivery and within fourteen days of date of advice then there may be a claim against the carriers. In the event of damage, packing materials must always be retained for examination by the carriers. Goods sent on instructions of clients at “owners risk” cannot be the subject of a claim for loss or damage.
6. Risk and Property
The following expression shall apply in this clause 6:-
(a) Risk of damage to or loss of goods shall pass to the Client: –
(i) in the case of Good’s to be delivered at the company’s premises, at the time when Company notifies the Client that the goods are available for collection, or
(ii) in the case of Good’s to be delivered otherwise than at the company premises when the company has tendered delivery of the Good’s.
(b) Notwithstanding delivery and the passing or risk in the Good’s, or any other provisions of these Conditions, the property of the Good’s shall not pass to the Client until the company has received in cash or cleared funds payment in full of the price of the Good’s and all other Good’s agreed to be sold by the company to the Client for which payment is then due.
(c) Until such time as the property of the Good’s passes to the Client, the Client shall hold the Good’s as the company’s fiduciary agent and bailee, and shall keep the Good’s separate from those of the Client and third parties and properly stored, protected and insured and identified as the company’s property. Until that time the Client shall be entitled to resell or use the Good’s in the ordinary course of its business but shall account to the company for the proceeds of sale or otherwise of the Good’s, whether tangible or intangible, including insurance proceeds and shall
keep all such proceeds separate from any moneys or property of the Client and third parties and in the case of tangible proceeds properly stored, protected and insured.
(d) Until such time as the property in the Good’s passes to the Client, the company shall be entitled at any time to require the Client to deliver up the Good’s to the company and, if the Client fails to do so forthwith to enter upon any premises of the Client or any third party where the Good’s is stored and repossess the Good’s.
(e) The Client shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Good’s which remain the property of the company, but if the Client does so all moneys owing by the Client to the company shall (without prejudice to any other right or remedy of the company) forthwith become due and payable.
7. Contract Parameters and Variation Charges
The contract relates only to the Goods and Services detailed in the company’s quotation and shall not include accessories, optional extras or Services other than those detailed therein. Installation or the provision of Services shall be limited to the description laid out in these Terms and Conditions, any additional Services provided by the company, its agents or employees shall be charged to the Client at the company’s current rate for such Services.
The client shall be charged for the additional labour, mileage, resources and any further expense at the company’s current rate and list price. This would apply to a situation where:
The company is instructed by the client or the client’s representative to carry out different work in the original contract.
Incomplete, incorrect information has been provided by the client or the clients representative.
through errors in work which are not under the company’s control or through delays.
(a) In the event of the company being unable to deliver or supply any Goods which are the subject of this contract for any reason other than those specifically excluded herein, the Company’s liability in respect of any loss incurred by the Client shall be limited to the difference if any of the cost to the Client (in the cheapest available market) of replacement Goods.
(b) If the Client fails to take delivery of the Goods or fails to give the company adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to the company, The company may, at its absolute discretion: –
(i) store the Goods until actual delivery and charge the Client for reasonable costs (including insurance) of storage; or
(ii) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Client for the excess over the price under the Contract or charge the Client for any shortfall below the price under the Contract.
(a) Payment by the Client shall be due within the payment period set out in Company quotation or subsequent acknowledgement of order. Any discount specified by Company shall apply only where the payment is made and received within the aforesaid period. If no payment period is set out in these documents, payment shall be due immediately. The time of payment of the price shall be of the essence of the agreement. Receipts for payment will be issued only upon request.
(b) If the Client 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: –
(i) cancel the agreement or suspend any further deliveries to the Client;
(ii) appropriate any payment made by the Client to such of the Goods or Services (or the Goods or Services supplied under any other agreement between the Client and the company) as the company may think fit (notwithstanding any purported appropriation by the Client); and
(iii) charge the Client interest (both before and after any judgement) on the amount unpaid, at the rate of 5 per cent above the bank of Englands base rate, per month until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
(iv) charge the client a one off credit collection charge of £80.00 or higher depending on the amount outstanding.
10. Description and Date
(a) The company reserves the right (where it is the installer) to alter or change the design of the installation.
(b) The company shall endeavour to ensure the accuracy of technical data literature and catalogues relating to the Goods but Company (so far as permitted by law) shall not be liable to the Client its employees agents or any other third party in contract tort or otherwise for any damages including loss of profits and goodwill or injury arising directly or indirectly from any error or omissions in such technical data literature and catalogues.
(c) Any information or specifications provided to or divulged to the Client shall be treated as confidential and shall not without the written consent of the company be made known to any third party for any purpose other than the execution of any contract with the company.
(d) The company shall treat as confidential any information provided by the Client which is designated as confidential or which by its nature is confidential, provided that this shall not extend to any information rightfully in its possession prior to negotiating any contract.
The following expressions shall apply in this Clause 11: – Goods of which the company is not the original manufacturer (“Manufactured Goods”) The installation by the company employees or agents of Manufactured Goods (“Installation”) In respect of Manufactured Goods: – (a) Subject to the conditions set out below the company warrants that: –
(i) the Goods will correspond with their specification at the time of delivery and the Client shall only be entitled to the benefits of any such warranty or guarantee by the manufacturer to the company and then agrees to assign to the Client (insofar as it is able) the benefit of any warranty granted to the company by the manufacturer of the Manufactured Goods;
(ii) the installation will be undertaken with reasonable skill and care.
(b) The above warranties are given by the company subject to the following conditions: –
(i) the company accepts no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Client.
(ii) the company accepts no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the company’s instruction (whether oral or in writing), misuse or alteration or repair of the Goods without the company prior written approval.
Any claim by the Client which is based on any defect in the quality or condition of the Goods or Services or their failure to correspond with specification shall (whether or not delivery is refused by the Client) be notified to the company in writing within 7 days from the date of delivery or installation (whichever is later) and where the defect or failure was not apparent on reasonable inspection, within a reasonable time after discovery of the defect or failure. If delivery is not refused and the Client does not notify the company accordingly, the Client shall not be bound with the contract.
Where any valid claim in respect of any of the Goods or Services which is based on any defect in the quality or condition of the Goods or Services or their failure to meet specification is notified to the company in writing within 3 months from the date of delivery in accordance with these conditions the company shall be entitled to replace the Services or Goods (or the part in question) free of charge or at the company’s sole discretion, refund to the Client the price of the Goods or Services (or a proportionate part of the price), but the company shall have no further liability to the Client.
(h) Except in respect of death or personal injury caused by the company’s negligence, the company shall not be liable to the Client by reason of any representation or any implied warranty, condition or other term, or any duty at common law or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential compensation whatsoever and whether caused by the negligence of the company, its employees or Agents or otherwise which arise out of or in connection with the supply of the Goods or Services or their use or resale by the Client, except as expressly provided in these Conditions.
(i) the company shall not be liable to the Client or be deemed to be in breach of the contract by reason of any delay in performing or where any failure was due to any cause beyond the company’s control, without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the company’s reasonable control:-
(i) act of god, natural disasters, explosion, flood, tempest, fire or accident;
(ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition;
(iii) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
(iv) import or export regulations or embargoes;
(v) strikes, lockouts or other industrial actions or trade disputes (whether involving employees or Company or a third party);
(vi) difficulties in obtaining raw materials, labour, fuel, parts or machinery;
(vii) power failure or breakdown in machinery;
(viii) subject as expressly provided in these conditions, all warranties, conditions or other terms in respect of the Goods or the installation implied by statute or common law are excluded to the fullest extent permitted by law.
12. Returned Goods and Refund Policy
If the company agrees to accept returns other than defective Goods under the warranty contained in clause 11 they must be returned at the Client’s expense in original condition and will be subject to a minimum charge of 30% of invoice price together with VAT thereon if applicable.
13. Insolvency of the Client
(a) This clause applies if: –
(i) the client makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or (
ii) an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Client;
(iii) the Client makes ceases, or threatens to cease, to carry on business;
(iv) Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly.
(b) If this clause applies then, without prejudice to any other right or remedy available to The company, Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Client and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement to the contrary.
Any question relating to any quotation or any contract subject to these Conditions or agreed amendment of these Conditions shall be determined in all respects by the laws of England and the parties agree to submit to the exclusive jurisdiction of the English Courts.