PO Box 179 - Hove - BN3 4XB - United Kingdom
Tel: 01273-777-002 | Fax: 01273-727-002
E-Mail: info@vantagehouse.com

General

These terms and conditions apply in preference to and supersede any terms and conditions referred to, offered or relied on by the buyer whether in negotiation or at any stage in the dealing between the seller and buyer with reference to the goods to which this contract relates.  Without prejudice to the generality of the foregoing, the seller will not be bound by any standard or printed terms furnished by the buyer in any of its documents, unless the buyer specifically states in writing separately from such terms that it intends such terms to apply and the seller acknowledges such notification in writing.

We reserve the right to change our terms.  Changes will be notified either specifically by letter or by changing the terms on our invoices.  Specific acceptance of the letter or subsequent invoice issued under our new terms will be deemed to be acceptance of our new terms for all subsequent invoices.

Where the goods are sold under a consumer sale (as defined by the Sale of Goods Act (1979) the statutory rights of the Buyer are not affected by these conditions.

Variation

Neither the buyer nor the seller shall be bound by any variation, waiver of, or addition to these conditions except as agreed by both parties in writing and signed on their behalf.

Any indulgence or waiver or discount shall be agreed in writing between the buyer and the seller and will not affect the strict terms of this contract

Description

The description of the goods has been given by way of identification only and the use of such description shall not constitute a sale by description.

Sample

Notwithstanding that a sample of the goods has been exhibited to and inspected by the buyer, it is hereby declared such sample was so exhibited and inspected solely to enable the buyer to judge for himself the quality of the bulk, and not so as to constitute a sale by sample.

Samples will be charged unless returned in their original condition and carriage paid by the Buyer within 4 weeks.

Basis of Sale

The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order and any applicable specification and for giving the Seller any necessary information relating to the goods within a reasonable time in order to enable the Seller to perform the contract in accordance with its terms.  If any goods are made or altered by the Seller to specification supplied by the Buyer, the Buyer shall indemnify the Seller against all costs, claims, damages and expenses arising out of or in connection with the infringement of any patent, registered design, trade mark, copyright or other intellectual property rights or any allegation thereof.

Any clerical or typographical or other error or omission in any sales literature, quotation, price list, proposal, invoice or other document or information issued by the seller shall be subject to correction without any liability on the part of the Seller.

Any recommendation or advice given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the goods is followed or acted upon entirely at the Buyers own risk and accordingly the Seller shall not be liable therefor.

Orders

No order which has been accepted by the Seller may be cancelled by the buyer except with agreement of the Seller, in writing, and on terms that the buyer shall indemnify the seller, in full against all loss (including loss of profit) costs, damages, charges and expenses incurred by the seller as a result of cancellation.

Orders received by telephone from the buyer will be written down by the seller and issued with an order number. All correspondence will bear the order number. The order will be read back and confirmed to the buyer on the telephone. An order acknowledgement will be sent to the buyer within 2 working days of receipt of telephone order.  Any amendments or changes to that order must be made within 3 working days of placement of telephone order.  From this point the order will be treated as a written order and these terms will apply in full.

Guarantee and Warranty on Equipment

The guarantee period on Equipment (“Equipment” is defined as such by the code EQ on the invoice) shall be 12 months from the date of the invoice. During such period the Seller shall remedy any defects in the Equipment arising out of defective  workmanship or materials, inherent electrical or mechanical defect provided that the buyer shall give immediate notice verbally and in writing of such defects to the Seller.  Immediately after giving such notice the Buyer, if requested by the Seller, shall return the defective goods (or any part thereof) to the company at the buyers risk and expense.  The Seller shall repair or procure the repair or replace the goods within a reasonable period provided that no alterations, additions or repairs will have been made to the Equipment without the sellers written approval.

Alternatively, at the option of the Seller, the invoiced price of such goods shall be refunded to the Buyer thereby discharging the Seller from any further liability for any consequential or other damages except that after repair or replacement the goods shall be guaranteed for the remainder of the guarantee period only.

Liability of the Seller hereunder shall not arise if the defects result from fair wear & tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misapplication, misuse or any other fault of the Buyer or any reason outside the Sellers control.

If the goods are covered by a supplier’s or manufacturer’s guarantee the terms of such guarantee shall be deemed to be accepted by the Buyer in substitution for the foregoing guarantee and the Buyer shall be responsible for ascertaining which guarantee provisions apply.

The Seller’s liability (if any) to the Customer shall in all cases be limited to repayment of the purchase price (or the proportion thereof) paid by the Buyer for the goods and under no circumstances shall the Seller be liable for loss of profit or any consequential loss or damage howsoever arising.

Standard

(a) No liability whatsoever shall be incurred by the seller in respect of any representation made by   the seller or his agents to the buyer or his agents before the contract was made such representation related or referred in any way to (i) the correspondence of the goods to any description or (ii) the quality of the goods or (iii) the fitness of the goods for any purpose whatsoever.

(b) No liability whatsoever shall be incurred by the seller to the buyer in respect of any express term of the contract whether a condition, warranty or intermediate stipulation (including any liability arising from the breach of such term) where the said term relates or refers in any way to (i) the correspondence of the goods to any description or (ii) the quality of the goods or (iii)the fitness of the goods for any purpose whatsoever.

(c) All implied terms conditions or warranties statutory, common law or otherwise as to (i) the correspondence of the goods to any description or (ii)the merchantable quality of the goods or (iii) the fitness of the goods for any purpose whatsoever (whether made known to the seller or not) are hereby excluded from the contract.

Price

The price of the goods shall be the Seller’s quoted price, subject to any special terms granted to the Buyer, or as otherwise agreed by the Seller in writing to the Buyer.  However, the Seller reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price if there is any increase in the cost to the Seller by reason of foreign exchange fluctuations, currency regulations, alterations of duties, or any other factors beyond the control of the Seller.

All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.

Unless otherwise agreed by the Seller in writing to the Buyer, all prices quoted by the Seller are ex works and where the Seller agrees to deliver the goods the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.

The price is exclusive of any Value Added Tax that is applicable.  Any variation to prices quoted as a result of government taxes and levies will be for the buyer’s account.

Payment

Standard Terms: Payment for goods shall be made by the buyer at the sellers address on the invoice according to the agreed terms of payment without any deduction.  Unless otherwise agreed upon and specified on the invoice, payment will be due in 28 days from date of invoice.

Instalment Terms: Unless otherwise agreed upon in writing by the Seller, payments due by instalment will be made on the basis 30% payable on placement of order, 60% payable on notice from the Seller that the goods are ready for despatch.  The remaining 10% will be payable within 28 days of receipt of the goods.

If payment of the price or any part thereof is not made by the due date, the seller shall be entitled

to charge interest on all invoices not paid by the due date at the rate of 2% per annum above Lloyds   Bank Base Rate accruing daily. (APR 26.82) for the time being until the date of payment.  A part of a month will be treated as a full month for the purpose of calculating interest.

The Seller shall also be entitled to payment in advance of delivery of undelivered goods and to refuse to make delivery of any undelivered goods whether ordered under the contract or not and without incurring any liability whatever to the buyer for non-delivery or any delay in delivery and to terminate the contract.

The buyer shall reimburse all costs and expenses (including legal costs) incurred in the collection of any unpaid amount.

Delivery

Where delivery of goods is made by the Seller in bulk, the Seller reserves the right to deliver up to 10% more or 10% less than the quantity ordered, and the quantity so delivered shall be deemed to be the quantity ordered.

Where the goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one of more of the installments at the time provided for delivery or any claim by the Buyer in respect of any one or more installments, shall not entitle the Buyer to treat the contract as a whole as repudiated.

If the Seller fails to make delivery of the goods or any part thereof (otherwise than by reason of any cause beyond the Seller’s reasonable control or by reason of the Buyer’s fault) the Sellers liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the goods hereunder.

If the buyer fails to take delivery of the goods or any part thereof, or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyers reasonable control or by reason of the Sellers fault) the Seller may:

I) Store the goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage;

ii) Sell the goods at he best readily obtainable market price and (after deducting all reasonable storage and selling expenses) account to the buyer for the excess thereof over, or charge the Buyer for any shortfall thereof from, the price hereunder; or

iii) claim damages from the Buyer

Risk

The risk in the goods will pass to the buyer from the time when the Seller notifies the Buyer that the goods are ready for dispatch so that they will be at the buyer’s risk during transit and thereafter.

Time

The seller undertakes to use its best endeavours to dispatch the goods on the promised delivery date, but does not guarantee to do so.  Time of delivery shall not be of the essence of the contract unless expressly so stipulated in writing.

Property

The property in the goods will not pass to the buyer until payment of the price (and any interest thereon) has been made in full and all other goods agreed to be sold by the seller to the buyer for which payment is then due.

Until such payment the Buyer shall hold the goods after delivery as bailee for the seller and will keep them separate and identifiable until resold or used in the ordinary course of the sellers business.

Claims

The buyer must advise the seller and the carrier  in writing within 3 days of any shortage or damage to the goods revealed upon their receipt.  In the event of non-delivery of the goods the buyer must advise the seller in writing within 21 days of  notice of despatch.

Acceptance

Unless the buyer advises the seller in writing within 7 days from the date of delivery of any claim for loss, damage or defect in relation to the goods, the buyer is deemed to have accepted the goods.

If the buyer does not give the seller such notification and confirm the same within that period the seller shall not be liable to the buyer and the buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.

Default

If the buyer refuses or fails to take delivery of the goods or has an interim or bankruptcy or sequestration order made against him or calls a meeting of creditors or has an administrator or liquidator or receiver appointed over it or over its income or assets or passes a resolution for its winding up (otherwise than for the purpose of an amalgamation or reconstruction) or breaches any provision of the contract the seller may treat this contract as repudiated by the buyer

If the seller at any time considers that the buyer is or may be unable or unwilling to pay the purchase price of the goods, the seller shall be entitled to withhold delivery until receipt of payment of the purchase price.

Health & Safety Act

The buyers attention is drawn to the provisions of Section 6 of the Health and Safety at Work Act 1974.  The Seller will make available on request information relating to the design, construction and installation of the equipment to ensure that, so far as is reasonably practical, it is safe and without risk to health when properly installed and used.  The buyer undertakes to take such steps as are necessary to ensure that the equipment is safe and without risk to health and to make available appropriate information relating to the equipment to its employees and to any person to whom it supplies the equipment.

Liability

The Seller shall not be liable to the buyer by reason of any representation or implied warranty or other implied 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 compensation whatsoever, arising out of or in connection with any act or omission of the Seller relating to the supply of the goods or their use by the buyer.

The seller shall not be liable to the buyer for any loss or damage whatsoever caused by delay in the performance or the non-performance of any obligation of the seller in relation to the goods or any part thereof where such delay or non-performance is due to any cause beyond the seller’s reasonable control.  Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the sellers reasonable control:

Act of God, explosion, flood, tempest fire or accident war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restriction, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulation or embargoes; strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the party in question or another) difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.

If delivery is delayed by strikes, lockouts, fire, accidents, defective materials, delays in receipt of raw materials or bought-in goods or components or any other cause beyond the reasonable control of the seller a reasonable extension of time for delivery shall be granted and the buyer shall pay such reasonable extra charges as shall have been occasioned by the delay.

Law

The contract shall be deemed to have been made in England and the parties to the contract hereby submit to the jurisdiction of the English courts.  English law shall be the proper law of the contract.

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