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VANTAGE HOUSE (UK) LIMITED

TERMS AND CONDITIONS OF BUSINESS

The customer’s attention is drawn in particular to the provisions of clause 8
Unless advised to the contrary it is assumed the customer is a business

1. INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when
banks in London are open for business.

Conditions: the terms and conditions set out in this document [as amended
from time to time in accordance with clause 10.6.

Contract: the contract between the Supplier and the Customer for the sale
and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Force Majeure Event: has the meaning given in clause 9.

Goods: the goods (or any part of them) set out in the Order.

Order: the Customer’s order for the Goods, as set out [in the Customer’s
purchase order form OR overleaf OR in the Customer’s written acceptance of
the Supplier’s quotation OR in the Customer’s purchase order form, the
Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the
case may be.]

Specification: any specification for the Goods, including any related plans
and drawings that is supplied to the Supplier by the Customer, or produced
by the Supplier and agreed in writing by the Customer.

Supplier: Vantage House (UK) Limited (registered in England and Wales with
company number 03647445.

1.2 Construction. In these Conditions, the following rules apply:

(a) A person includes a n a t u r a l person, corporate or
unincorporated body (whether or not having separate legal
personality).

(b) A reference to a party includes its personal representatives,
successors or permitted assigns.

(c) A reference to a statute or statutory provision is a reference to such
statute or provision as amended or re-enacted. A reference to a
statute or statutory provision includes any subordinate legislation
made under that statute or statutory provision, as amended or reenacted.

(d) Any phrase introduced by the terms including, include, in
particular or any similar expression shall be construed as illustrative
and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written includes faxes [and e-mails].

2. BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms
that the Customer seeks to impose or in corporate, or which are implied by
trade, custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in
accordance with these Conditions. The Customer shall ensure that the terms
of the Order and any relevant Specification are complete and accurate.

2.3 The Order shall only be deemed to be accepted when the Supplier issues a
written acceptance of the Order, at which point the Contract shall come into
existence.

2.4 The Contract constitutes the entire agreement between the parties. The
Customer acknowledges that it has not relied on any statement, promise or
representation made or given by or on behalf of the Supplier which is not set
out in the Contract. Any samples, drawings, descriptive matter, or advertising
issued by the Supplier and any descriptions or illustrations contained in the
Supplier’s catalogues or brochures are issued or published for the sole
purpose of giving an approximate idea of the Goods described in them. They
shall not form part of the Contract or any other contract between the Supplier
and the Customer for the sale of the Goods.

2.5 A quotation for the Goods given by the Supplier shall not constitute an offer. A
quotation shall only be valid for a period of 20 Business Days from its date of
issue.

3. DELIVERY

3.1 The Supplier shall ensure that if the Supplier requires the Customer to return
any packaging materials to the Supplier, that fact is clearly stated on the
delivery note. The Customer shall make any such packaging materials
available for collection at such times as the Supplier shall reasonably request.
Returns of packaging materials shall be at the Supplier’s expense.

3.2 The Supplier shall deliver the Goods to the location set out in the Order or
such other location as the parties may agree ( Delivery Location) at any time
after the Supplier notifies the Customer that the Goods are ready:

3.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery
Location OR on the completion of loading of the Goods at the Delivery
Location.

3.4 Any dates quoted for delivery are approximate only, and the time of delivery is
not of the essence. The Supplier shall not be liable for any delay in delivery of
the Goods that is caused by a Force Majeure e vent or the Customer’s failure
to provide the Supplier with adequate delivery instructions or any other
instructions that are relevant to the supply of the Goods.

3.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs
and expenses incurred by the Customer in obtaining replacement goods of
similar description and quality in the cheapest market available, less the price of
the Goods. The Supplier shall have no liability for any failure to deliver the
Goods to the extent that such failure is caused by a Force Majeure Event
or the Customer’s failure to provide the Supplier with adequate delivery
instructions or any other instructions that are relevant to the supply of the
Goods.

3.6 If the Customer fails to take OR accept delivery of the Goods within 3
Business Days of the Supplier notifying the Customer that the Good s are
ready, then, except where such failure or delay is caused by a Force Majeure
Event or the Supplier’s failure to comply with its obligations under the

Contract:

(a) Delivery of the Goods shall be deemed to have been completed at
9.00 am on the third Business Day following the day on which the
Supplier notified the Customer that the Goods were ready; and
(b) The Supplier shall store the Goods until delivery takes place, and
charge the Customer for all related costs and expenses (including
insurance).

3.7 If 10 Business Days after the Supplier notified the Customer that the Goods
were ready for delivery the Customer has not taken OR accepted delivery of
them, the Supplier may resell or otherwise dispose of part or all of the Goods
and, after deducting reasonable storage and selling costs, account to the
Customer for any excess over the price of the Goods or charge the Customer
for any shortfall below the price of the Goods.

3.8 The Supplier may deliver the Goods by instalments, which shall be invoiced
and paid for separately. Each instalment shall constitute a separate Contract.
Any delay in delivery or defect in an instalment shall not entitle the Customer
to cancel any other instalment.

4. QUALITY

4.1 The Supplier warrants that on delivery, and for a period of 12 months from the
date of delivery (warranty period), the Goods shall:

(a) conform in all material respects with their description and any
applicable Specification;
(b) be free from material defects in design, material and workmanship;
and
(c) be of satisfactory quality (within the meaning of the Sale of Goods
Act 1979); and
(d) be fit for any purpose held out by the Supplier.

4.2 Subject to clause 4.3, if:
(a) the Customer gives notice in writing to the Supplier [during the
warranty period] within a reasonable time of discovery that some or
all of the Goods do not comply with the warranty set out in clause
4.1; and
(b) the Supplier is given a reasonable opportunity of examining such
Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods
to the Supplier’s place of business at the Customer’s cost,
the Supplier shall, at its option, repair or replace the defective Goods, or
refund the price of the defective Goods in full.

4.3 The Supplier shall not be liable for Goods’ failure to comply with the warranty
set out in clause 4.1 if:

(a) the Customer makes any further use of such Goods after giving notice
in accordance with clause 4.2; or
(b) the defect arises because the Customer failed to follow the Supplier’s
oral or written instructions as to the storage, commissioning,
installation, use and maintenance of the Goods or (if there are none )
good trade practice; or
(c) the defect arises as a result of the Supplier following any drawing,
design or specification supplied by the Customer; or
(d) the Customer alters or repairs such Goods without the written
consent of the Supplier; or
(e) the defect arises as a result of fair wear and tear, wilful damage ,
negligence, or abnormal storage or working conditions.

4.4 Except as provided in this clause 4, the Supplier shall have no liability to the
Customer in respect of the Goods’ failure to comply with the warranty set out
in clause 4.1.

4.5 Except as set out in these Conditions, all warranties, conditions and other
terms implied by statute or common law are, to the fullest extent permitted by
law, excluded from the Contract.

5. TITLE AND RISK

5.1 The risk in the Goods shall pass to the Customer on completion of delivery.
5.2 Title to the Goods shall not pass to the Customer until the Supplier has received
payment in full (in cash or cleared funds) for:
(a) the Goods; and
(b) all other sums which are or which become due to the Supplier for
sales of the Goods or any other products to the Customer.

5.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) hold the Goods on a fiduciary basis as the Supplier’s bailee;
(b) store the Goods separately from all other goods held by the
Customer so that they remain readily identifiable as the Supplier’s
property;
(c) not remove, deface or obscure any identifying mark or packaging on
or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured
against all risks for their full price from the date of delivery;
(e) notify the Supplier immediately if it becomes subject to any of the
events listed in clause 7.2; and
(f) give the Supplier such information relating to the Goods as the
Supplier may require from time to time,
but the Customer may resell or u se the Goods in the ordinary course of its
business.

5.4 If before title to the Goods passes to the Customer the Customer becomes
subject to any of the events listed in clause 7.2, or the Supplier reasonably
believes that any such event is about to happen and notifies the Customer

accordingly, then, provided that the Goods have not been resold, or
irrevocably incorporated into another product, and without limiting any other
right or remedy the Supplier may have, the Supplier may at any time require
the Customer to deliver up the Goods and, if the Customer fails to do so
promptly, enter any premises of the Customer or of any third party where the
Goods are stored in order to recover them.

6. PRICE AND PAYMENT

6.1 The price of the Goods shall be the price set out in the Order, or, if no price is
quoted, the price set out in the Supplier’s published price list in force as at the
date of delivery.

6.2 The Supplier may, by giving notice to the Customer at any time up to 7
Business Days] before delivery, increase the price of the Goods to reflect any
increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier’s control (including foreign exchange
fluctuations, increases in taxes and duties, and increases in labour,
materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s),
quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of
the Customer to give the Supplier adequate or accurate information
or instructions.

6.3 The price of the Goods is exclusive of the costs and charges of packaging,
insurance and transport of the Goods, which shall be paid by the Customer
when it pays for the Goods.

6.4 The price of the Goods is exclusive of amounts in respect of value added tax
(VAT). The Customer shall, on receipt of a valid VAT invoice from the
Supplier, pay to the Supplier such additional amounts in respect of VAT as
are chargeable on the supply of the Goods.

6.5 The Supplier may invoice the Customer for the Goods on or at any time after
the completion of delivery.

6.6 (a) If the goods in question are consumables the supplier’s invoice shall be
paid prior to delivery in the case of non account holders or in the case of
account holders at the end of the calendar month following delivery.
(b) If the goods are no n consumable items then in the case of non account
holders payment of the supplier’s invoice shall be paid prior to delivery or in
the case of an account holder 90% of the invoice shall be paid prior to delivery
and the balance of 10% within 30 days of delivery – except where a different
specific payment schedule is described as in the order confirmation.

6.7 If the Customer fails to make any payment due to the Supplier under the
Contract by the due date for payment (due date), then the Customer shall
pay interest on the overdue amount at the rate of [4]% per annum above
Natwest’s base lending rate from time to time. Such interest shall accrue on a
daily basis from the due date until the date of actual payment of the overdue
amount, whether before or after judgment. The Customer shall pay the
interest together with the overdue amount.

6.8 The Customer shall pay all amounts due under the Contract in full without any
deduction or withholding except as required by law and the Customer shall
not be entitled to assert any credit, set-off or counterclaim against the
Supplier in order to justify withholding payment of any such amount in whole
or in part. The Supplier may at any time, without limiting any other rights or
remedies it may have, set off any amount owing to it by the Customer against
any amount payable by the Supplier to the Customer.

7. CUSTOMER’S INSOLVENCY OR INCAPACITY

7.1 If the Customer becomes subject to any of the events listed in clause 7.2, or
the Supplier reasonably believes that the Customer is about to become
subject to any of them and notifies the Customer accordingly, then, without
limiting any other right or remedy available to the Supplier, the Supplier may
cancel or suspend all further deliveries under the Contract or under any other
contract between the Customer and the Supplier without incurring any liability
to the Customer, and all outstanding sums in respect of Goods delivered to
the Customer shall become immediately due.

7.2 For the purposes of clause 7.1, the relevant events are:

(a) the Customer suspends, or threatens to suspend, payment of its
debts or is unable to pay its debts as they fall due or admits inability
to pay its debts or (being a company) is deemed unable to pay its
debts within the meaning of section 123 of the Insolvency Act 1986,
or (being an individual) is deemed either unable to pay its debts or as
having no reasonable prospect of so doing, in either case, within the
meaning of section 268 of the Insolvency Act 1986, or (being a
partnership) has any partner to whom any of the foregoing apply]; or
(b) the Customer commences negotiations with all or any class of its
creditors with a view to rescheduling any of its debts, or makes a
proposal for or enters into any compromise or arrangement with its
creditors [other than ( where the Customer is a company) these
events take place for the sole purpose of a scheme for a solvent
amalgamation of the Customer with one or more other companies or
the solvent reconstruction of the Customer]; or
(c) (being an individual) the Customer is the subject of a bankruptcy
petition or order; or
(d) a creditor or encumbrancer of the Customer attaches or takes
possession of, or a distress, execution, sequestration or other such
process is levied or enforced on or sued against, the whole or any
part of its assets and such attachment or process is not discharged
within [14] days; or
(e) (being a company) an application is made to court, or an order is
made, for the appointment of an administrator or if a notice of
intention to appoint an administrator is given or if an administrator is
appointed over the Customer; or
(f) (being a company) a floating charge holder over the assets of the
Customer has become entitled to appoint or has appointed an
administrative receiver; or
(g) a person becomes entitled to appoint a receiver over the assets of
the Customer or a receiver is appointed over the assets of the
Customer; or

(h) any event occurs, or proceeding is taken, with respect to the
Customer in any jurisdiction to which it is subject that has an effect
equivalent or similar to any of the events mentioned in clause
7.2(a) to clause 7.2(g) (inclusive); or
(i) the Customer suspends, threatens to suspends, ceases or threatens
to cease to carry on all or substantially the whole of its business; or
(j) the financial position of the Supplier deteriorates to such an extent
that in the opinion of the Customer the capability of the Seller
adequately to fulfil its obligations under the Contract has been placed
in jeopardy.
(k) (being an individual) the Customer dies or, by reason of illness or
incapacity (whether mental or physical), is incapable of managing his
or her own affairs or becomes a patient under any mental health
legislation.

8. LIMITATION OF LIABILITY

8.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

(a) death or personal injury caused by its negligence, or the negligence
of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 12 of the Sale of Goods Act
1979; or
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Supplier to
exclude or restrict liability.
8.2 Subject to clause 8.1:
(a) the Supplier shall not be liable to the Customer, whether in contract ,
tort (including negligence), breach of statutory duty, or otherwise, for
any loss of profit or indirect or consequential loss arising under or in
connection with the Contract (including any losses that may result
from the Supplier’s deliberate personal repudiatory breach of the
Contract OR a deliberate breach of the Contract by the Supplier, its
employees, agents or subcontractors); and
(b) the Supplier’s total liability to the Customer in respect of all other
losses arising under or in connection with the Contract, whether in
contract, tort (including negligence), breach of statutory duty, or
otherwise, including losses caused by the Supplier’s deliberate
personal repudiatory breach OR a deliberate breach of the Contract
by the Supplier, its employees, agents or sub- contractors shall not
exceed 50% of the price of the Goods.

9. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its
obligations under the Contract to the extent that such failure or delay is
caused by a Force Majeure Event. A Force Majeure Event means any event
beyond a party’s reasonable control, which by its nature could not have been
foreseen, or, if it could have been foreseen, was unavoidable, including
strikes, lock-outs or other industrial disputes (whether involving its own
workforce or a third party’s), failure of energy sources or transport network,
acts of God, war, terrorism, riot, civil commotion, interference by civil or
military authorities, national or international calamity, armed conflict, malicious
damage, breakdown of plant or machinery, nuclear, chemical or bio logical
contamination, sonic boom, explosions, collapse of building structures, fires,
floods, storms, earthquakes, loss at sea, epidemics or similar events, natural
disasters or extreme adverse weather conditions, or default of suppliers or
subcontractors.

10. GENERAL

10.1 Assignment and subcontracting.

(a) The Supplier may at any time assign, transfer, charge, subcontract or
deal in any other manner with all or any of its rights or obligations
under the Contract.
(b) The Customer may not assign, transfer, charge, subcontract or deal in
any other manner with all or any of its rights or obligations under the
Contract without the prior written consent of the Supplier.

10.2 Notices.

(a) Any notice or other communication given to a party under or in
connection with the Contract shall be in writing, addressed to that
party at its registered office (if it is a company) or its principal place of
business (in any other case) or such other address as that p arty may
have specified to the other party in writing in accordance with this
clause, and shall be delivered personally, sent by pre-paid first-class
post, recorded delivery, commercial courier, fax or e-mail.
(b) A notice or o t h e r communication shall be deemed to have been
received: if delivered personally, when left at the address referred to
in clause 10.2(a); if sent by pre-paid first- class post or recorded
delivery, at 9.00 am on the second Business Day after posting; if
delivered by commercial courier, on the date and at the time that the
courier’s delivery receipt is signed; or, if sent by fax [or e-mail], one
Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any
proceedings or other documents in any legal action.
10.3 Severance.
(a) If any court or competent authority finds that any provision of the
Contract (or part of any provision) is invalid, illegal or unenforceable,
that provision or part-provision shall, to the extent required, be
deemed to be deleted, and the validity and enforceability of the other
provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would
be valid, enforceable and legal if some part of it were deleted, the
provision shall apply with the minimum modifications necessary to
make it legal, valid and enforceable.
10.4 Waiver. A waiver of any right or remedy under the Contract is only effective if
given in writing and shall not be deemed a waiver of any subsequent breach or
default. No failure or delay by a party to exercise any right or remedy
provided under the Contract or by law shall constitute a waiver of that or any
other right or remedy, nor shall it preclude or restrict the further exercise of
that or any other right or remedy. No single or partial exercise of such right or
13
remedy shall preclude or restrict the further exercise of that or any other right
or remedy.
10.5 Third party rights. A person who is not a party to the Contract shall not have
any rights under or in connection with it.
10.6 Any variation to the Contract, including the introduction of any additional terms
and conditions, shall only be binding when agreed in writing and signed by the
Customer.
10.7 Governing law and jurisdiction. The Contract, and any dispute or claim
arising out of or in connection with it or its subject matter or formation
(including non-contractual disputes or claims), shall be governed by, and
construed in accordance with, English law, and the parties irrevocably submit
to the exclusive jurisdiction of the courts of England and Wales.

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