Terms & Conditions of Sale
This page (together with the documents expressly referred to on it, namely our Privacy Policy, Terms of Website Use and Cookie Policy) contains the legal terms and conditions ("Terms and Conditions") on which we sell, via our Site, any of the goods listed on our website.
These Terms and Conditions for the sale of goods apply to and govern all Contracts. Please read them carefully and make sure you understand them before ordering any goods from our Site. An offer to buy goods from our Site is conclusive evidence of your acceptance of these Terms and Conditions.
Please click the box marked "Click to confirm you have read the Terms and Conditions – Buying from this Website to finalise your order". If you accept them by clicking this box you confirm that you are authorised by the Customer, on whose behalf you use our Site, to accept these Terms and Conditions, to place Orders and to purchase Goods.
If you do not accept these Terms and Conditions, you will not be able to order any goods from our Site.
We may update or amend these Terms and Conditions from time to time. Please review them regularly to ensure you are aware of any changes we have made. Your continued use of our Site after changes are posted means you agree to be legally bound by these Terms and Conditions as updated and/or amended. Once any Order has been confirmed and a Contract formed, we will not make any changes to the Terms and Conditions that apply to that Contract. However if you are a returning customer please check our Site regularly to ensure you are aware of any changes we have made to our Terms and Conditions since the last time you visited our Site.
1. Definitions
1.1. “Contract” means an individual legally binding contract between the Supplier and the Customer created when an Order placed by the Customer is accepted by the Supplier according to the provisions of sub-clause 3.6.
1.2. “Customer” means any person, firm, company, unincorporated association or other business entity which orders or buys Goods from the Supplier via our Site.
1.3. "Delivery" has the meaning given in sub-clause 6.3.
1.4. "Despatch Confirmation" has the meaning given in sub-clause 3.6.
1.5. “Goods” means the goods which are the subject of a Contract.
1.6. “Order” means any order placed by the Customer via our Site for the supply of goods by the Supplier to the Customer.
1.7. "Our Site" means the website that operates at http://www.vigoltd.com
1.8. “Price” means the total price to be paid by the Customer to the Supplier for the goods as specified on the Despatch Confirmation, which shall include (where applicable) VAT and/or other taxes, duties and appropriate other charges, such as delivery charges.
1.9. “Supplier” means Rawlings & Son (Bristol) Ltd, a company registered in England & Wales under company number 330872, with a registered office address at Unit 3, Crown Road, Warmley, Bristol, BS30 8JJ T/A Vigo.
2. General
2.1. These Terms and Conditions constitute the entire terms and conditions between the Customer and the Supplier
in respect of any Contract. The parties acknowledge that they have not relied on any statement, warranty, promise and/or representation made or given by or on behalf of the other party which is not set out in these Terms and Conditions or any other document expressly referred to in them and each party hereby waives any rights and remedies which it may have in respect of them. Nothing in this sub-clause shall exclude or limit the liability of a party for fraud or fraudulent misrepresentation.
2.2 The Terms and Conditions set out herein cannot be altered, added to, or substituted by other terms and conditions of sale unless expressly accepted in writing by a person authorised to sign on the Supplier's behalf.
2.3 All illustrations and images of goods contained on our Site, or otherwise communicated to the Customer, are intended merely to present a general impression of the goods, such as colour and dimensions, and are for illustrative purposes only. Nothing contained in any of them shall form any part of the Contract. Any Goods which are supplied may vary from those illustrations and images.
2.4. Any descriptions and illustrations of goods displayed on our Site are only a declaration of willingness to enter into negotiations and do not constitute an offer and cannot be accepted so as to form a binding contract.
2.5. Any oral advice or recommendation given by the Supplier, or its employees, or its agents, to the Customer as to the storage, application or use of goods is followed or acted upon entirely at the Customer's own risk and accordingly the Supplier shall not be liable for any such advice or recommendation which is not confirmed in writing by the Supplier to the Customer.
2.6. Unless any Goods performance figures, tolerances or characteristics have been specifically and expressly warranted by the Supplier in writing, the Supplier shall be under no liability whatsoever for any failure to attain such figures, whether attributable to the Supplier’s negligence or otherwise.
3. Formation of the Contract
3.1. Any quotation relating to goods supplied by the Supplier shall not constitute an offer capable of acceptance by Customer, but as an invitation to the Customer to place an Order. Orders shall be accepted entirely at the discretion of Supplier and, if accepted, are governed by these Terms and Conditions.
3.2 The Supplier's order process shall allow the Customer to check and amend any errors before submitting an Order. The Supplier accepts no liability whatsoever where the Customer fails to check the contents and accuracy of the Order.
3.3 After the Supplier has placed the Order, the Supplier will send to the Customer an email acknowledging receipt of the Order. This email does not constitute the Supplier's acceptance of the Order. Acceptance shall take place only in accordance with sub-clause 3.6.
3.4 Unless clauses 5.4 and 5.5 apply, the Supplier shall confirm acceptance of the Order by sending an email to the Customer confirming that the Goods have been despatched. If the Customer places an Order for Goods pursuant to clause 5.4, the Supplier shall confirm acceptance of the Order by despatching the Goods to the Customer. In either scenario, this confirmation of acceptance of the Order will be known as the "Despatch Confirmation".
3.5. The Contract between the Supplier and the Customer shall only be formed when the Despatch Confirmation is sent by the Supplier.
3.6. If the Supplier is unable or unwilling to supply the Customer with any goods included in an Order, the Supplier shall inform the Customer by email and the Order shall not be processed in respect of those goods in question. If the Customer has already paid for those goods in question, the Supplier shall refund the full amount for those goods as soon as practicable.
4. Prices
4.1. The prices of goods will be as quoted on our Site from time to time. All prices for goods are in pounds Sterling and exclude any relevant Value Added Tax ("VAT") at the relevant rate ruling on the date of the Despatch Confirmation. They do not include the cost of carriage, delivery, package, or other charge which becomes payable under a Contract.
4.2. Whilst every endeavour will be made to maintain the prices on our Site, the Supplier reserves the right to alter prices at any time prior to acceptance of an Order.
4.3. Changes in prices on our Site shall not affect any Order for which a Despatch Confirmation has been issued by the Supplier.
4.4 While the Supplier uses its reasonable endeavours to correctly price goods listed on our Site, errors occasionally occur. In the event that an error in the price of goods is discovered, the Supplier shall inform the Customer of the error by email. The Customer may elect whether to continue with the Order for those goods at the correct price, or to cancel the Order for those goods and receive a full refund of any monies paid to date in respect of those goods, If the Supplier is unable to contact the Customer using the details provided in the Order, the Supplier may at its discretion cancel the Order for those goods, but in doing so must inform the Customer in writing.
5. Payment
5.1. Unless otherwise agreed with the Supplier in accordance with clause 5.4, the Customer may only pay for Goods using a debit card or a credit card.
5.2. Unless otherwise agreed with the Supplier in accordance with clause 5.4, payment for the Goods and all applicable delivery charges shall be made in advance by the Customer at the time of placing the Order.
5.3. In accordance with clause 7, title in any Goods shall not pass to the Customer until the Supplier has received full payment of the Price for the Goods in cleared funds and of all other sums which may be due by the Customer to the Supplier at the time the Price is so paid in full, and the Supplier has issued a Despatch Confirmation in respect of those Goods.
5.4. Customers with account facilities that have been expressly agreed in advance with the Supplier may access our Site using a unique log in reference to be provided by the Supplier. Customers may use this log in to place Orders to purchase Goods.
5.5. On receipt of an Order placed pursuant to clause 5.4, the Supplier will send the Customer an acknowledgement of receipt in accordance with clause 3.5. When the Goods are despatched to the Customer, The Supplier will issue the Customer with an invoice for payment. The Customer shall pay such invoice:
5.5.1. by the end of 30 days from the date of the said invoice ("Due Date"); and
5.5.2. in full and in cleared funds to a bank account nominated in writing by the Supplier; and time for payment shall be of the essence of the Contract.
5.6. Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier by the Due Date, the Supplier shall be entitled to cancel any other Orders placed by the Customer and/or to suspend deliveries of any other Goods to the Supplier.
5.7. The Customer shall reimburse the Supplier on a full indemnity basis for all costs and expenses incurred by the Supplier in connection with the recovery of any monies due to the Supplier and not paid by the Customer by the Due Date.
5.8. Except with the express agreement in writing by the Supplier, the Customer shall pay all amounts due in full without any deduction, set-off 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, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
6. Delivery and Delivery Charges
6.1. The price of goods does not include delivery charges, which the Customer must also pay. Delivery charges are as quoted on our Site from time to time. Delivery charges will be displayed before a Customer submits an Order. Please take the time to read and check all Orders at each page of the Order process.
6.2. Delivery charges and timescales will vary depending on the type of goods ordered and the delivery address. Details of estimated delivery times are given on our Site. Please read clause 11 about what happens if there is an event outside the Supplier's control which results in a delay in delivery or failure to deliver Goods. If there is an event outside the Supplier's control, the Supplier will contact the Customer to discuss what will happen next.
6.3. Delivery will be completed when the Supplier delivers the Goods to the address provided by the Customer in the Order ("Delivery"). The Goods are the Customer's responsibility and risk from the completion of Delivery.
6.4. The Supplier accepts Orders through its Site where the billing or delivery address are inside of England, Wales, Scotland and Northern Ireland, including their islands.
7. Title in the Goods
7.1 Notwithstanding Delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, title in any Goods shall not pass to the Customer until the Supplier has received full payment of the Price for the Goods in cleared funds and of all other sums which may be due by the Customer to the Supplier at the time the Price is so paid in full, and as applicable, the Supplier has issued a Despatch Confirmation in respect of those Goods.
7.2. Until title in the Goods passes, the Customer shall keep the Goods free from any lien, charge or encumbrance and the Supplier may at any time require the Goods to be returned to it by the Customer, and if such requirement is not met within three days the Supplier may retake possession of the Goods and may enter any premises of the Customer (including locked and steadfast premises) for that purpose. The Customer shall hold the Goods as the Supplier’s fiduciary agent and custodian and shall keep them separate from its property and from that of third parties and properly stored, protected and insured and identified as the property of the Supplier.
7.3. If, prior to title passing, the Customer shall sell or otherwise dispose of, or process the Goods (or any part thereof) it shall receive and hold as trustee for the Supplier the proceeds of such sale, disposal or process or other monies derived from or representing the Goods (or any part thereof) (including insurance proceeds) and shall keep such proceeds or other
monies separate from any monies or property of the Customer and/or any third parties, and shall as soon as possible after receiving the same pay such monies to the Supplier or into a separate account in trust for the Supplier.
7.4. The Supplier shall be entitled to sue for the Price once payment is due notwithstanding that title in the Goods has not passed to the Customer.
8. Warranty & Returns
8.1. Subject to sub-clauses 8.6 and 8.7, any defects which under proper use appear in new (but not second hand) Goods within a period of twelve months (or as maybe otherwise previously stated and agreed in writing by the Supplier) after Delivery and which in the reasonable opinion of the Supplier are found to be due to faulty materials, workmanship, or design, will be made good by the Supplier provided that within the said twelve month period a claim in writing is made by the Customer to the Supplier which specifies the date of purchase, the Order number, the Goods in question and the defect which is claimed by the Customer.
8.2. Second-hand Goods supplied by the Supplier shall hold a warranty as stipulated at the time of sale, if any.
8.3. The warranty in sub-clause 8.1 (and any given in relation to second-hand Goods) does not apply to any defect in the Goods arising from:
8.2.1 Fair wear and tear;
8.2.2 Wilful damage, abnormal storage or working conditions, accident or negligence by the Customer (including the Customer's employees, agents, consultants and subcontractors);
8.2.3 Failure to use or operate the Goods in accordance with any associated instructions for use;
8.2.4 Any alteration or repair carried out on the Goods or any part thereof by the Customer or a third party who is not an authorised repairer;
8.4. Subject to sub-clause 8.9, the warranty at sub-clause 8.1 for all Goods supplied is intended to cover the replacement or repair free of charge of any Goods/parts deemed faulty, at the premises of the Supplier, and does not cover the costs of labour or technical intervention at the Customer premises, including travelling time, air fares and other ancillary costs.
8.5. The Supplier will not accept returns of Goods unless prior authorisation has been obtained and a Returns Number issued. To obtain authorisation for and a Returns Number for a return please contact the Sales department on: 01404 892100. The Returns Number must be clearly identified on both the outer packaging of the Goods returned and on any internal paperwork at the time that the Goods are returned to the Supplier.
8.6. The Customer shall inspect the Goods immediately upon Delivery. Further, within 7 days of Delivery (time being of the essence) the Customer shall give notice in writing to the Supplier of any alleged shortages, damage to or defects in the Goods or of any other matter or thing by reason whereof the Customer alleges that the Goods are not supplied in accordance with the Contract, such notice must be annotated with the despatch note number and where feasible accompanied by a photograph of the damage/defect. If the Customer fails to notify the Supplier within 7 days the Customer shall not thereafter be entitled to reject the Goods or to claim from the Supplier in respect of any shortage, damage, or other defects in Goods at the time of Delivery, if that shortage, damage or defect could have been discovered on reasonable inspection at the time of Delivery.
8.7. In the case of shortage, damage or other defect in the Goods which was not and could not have been discovered on reasonable inspection at the time of Delivery, notice shall be given to the Suppler with 7 days after discovery of the shortage, damage or other defect, otherwise the Customer shall not thereafter be entitled to reject the Goods or to claim from the Supplier in respect of any shortage, damage, or other defects in Goods.
8.8. If requested by the Supplier following notification of a claim under clause 8.6 or clause 8.7, defective/damaged Goods shall be returned promptly by the Customer to the Supplier at the Customer’s expense. If, on inspection, the Goods are found to be damaged or defective, the
9. Copyrights, Patents, Intellectual Property and Information
9.1 Goods offered for sale on our Site may be subject to a patent, trade mark, registered design, unregistered design, copyright, topography right or other intellectual property right of any person. The Supplier owns the copyright in respect of any pages of our Site, whether published in paper or electronic form. The reproduction, storage in a retrieval system, or transmission, in any form or by any means electronic, mechanical, photocopying, recording or otherwise, in part or in whole, is prohibited without the Supplier's prior written consent. Notwithstanding any other provision of these Terms and Conditions, any copyright material, patent, registered or unregistered design, trade mark or other intellectual property right that forms part of the Goods purchased is retained and will not pass to the Customer.
10. Liability
10.1 This clause 10 sets out the liability of each party (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the other party in respect of:
10.1.1 Any breach of any Contract howsoever arising;
10.1.2 The Goods, or any part thereof;
10.1.3 Any representation, statement or tortious act or omission (including negligence) arising under on in connection with any Contract; and
10.1.4 Any other liability (including non-contractual) howsoever arising under any legal theory whatsoever arising out of or in connection with any Contract.
10.2 Nothing in these Terms and Conditions shall limit or exclude either party's liability for:
10.2.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents, consultants or subcontractors;
10.2.2 Fraud or fraudulent misrepresentation; or
10.2.3 For any other matter for which it would be unlawful for the Supplier and/or the Customer to limit/exclude and/or attempt to limit/exclude liability.
10.3 Subject to clause 10.2, neither party shall under any circumstances whatsoever be liable to the other party, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution and/or otherwise howsoever under any legal theory whatsoever, for any of the following losses (whether direct or indirect):
10.3.1 Loss of profits or revenue (other than the Price);
10.3.2 Loss of business;
10.3.3 Depletion of goodwill and/or loss of reputation;
10.3.4 Loss of contracts;
10.3.5 Loss of data or information; or 10.3.6 Loss of anticipated savings nor any other special, indirect or consequential loss, costs, damages, charges or expenses.
10.4 Subject to clause 10.2, each party's total liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution and/or otherwise howsoever under any legal theory whatsoever arising out of or in connection with any Contract shall in no circumstances exceed three times the value of the Goods covered by that Contract.
11. Dissolved Oxygen
11.1. The Supplier does not give any advice, guarantees, nor accepts any liability for the amount of dissolved oxygen in customer products. This is due to the many variables involved in the product production process.
12. Force Majeure
12.1. The Supplier shall not be responsible for any delay or failure to fulfil any of its obligations under a Contract nor be liable for any loss or damage suffered or incurred by the Customer by reason of any delay in Delivery of the Goods or any part thereof caused directly or indirectly by any act of God, government or parliamentary restriction, import or export regulation, strike whether involving employees of the Supplier or of a third party, lockout, trade dispute, fire, theft, flooding, breakdown of plant or premises, late or non-Delivery of any supplies, difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery or any other cause whatsoever beyond the reasonable control of the Supplier.
13. Termination
13.1. In the event of the Customer committing any breach of any term or provision of a Contract, including for the avoidance of doubt these Terms and Conditions, going into liquidation, having a receiver, administrator, administrative receiver or other similar officer appointed over the whole or any part of its assets, becoming bankrupt or apparently insolvent or entering into any composition or similar arrangement with its creditors, or if any circumstances arise which, in the sole and reasonable opinion of the Supplier, render any of the foregoing likely to occur then the Supplier shall be entitled, without notice, to dispose of any of the Goods in which property shall not have passed to the Customer in accordance with these Terms and Conditions. The Supplier shall also be entitled to cancel all Contracts or any part thereof remaining unfulfilled between the Supplier and the Customer.
13.2. Termination of the Contract shall not discharge any pre-existing liability of the Customer to the Supplier and on such termination the Supplier shall be entitled to recover from the Customer such loss or damage as the Supplier has suffered by reason of such termination.
14. Severance and Assignment
14.1. Any provision of a Contract which is, unlawful, void or unenforceable shall to the extent of such unlawfulness, invalidity or unenforceability be deemed severable and severed and shall not affect any other provision of that Contract.
13.2 A Customer may not transfer, assign, sub-contract, charge or otherwise deal in any manner whatsoever with any of its rights or obligations under a Contract without the Supplier's prior written consent.
15. Waiver
15.1. No waiver or forbearance by a party (whether expressed or implied) in enforcing any of its rights under a Contract shall prejudice its right to do so in the future.
16. Rights of Third Parties
16.1. Save as expressly provided none of the provisions of any Contract are intended to or will operate to confer any benefit (pursuant to the Contracts (Rights of Third Parties) Act 1999) on a person who is not named as a party to that Contract.
17. Customer Obligations
17.1. The Customer should consider their obligation to ensure that all equipment used in the course of their business must be safe and subject to an appropriate risk assessment by a competent person before it is used.
18. Law
18.1. All Contracts, and any disputes or claims arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law.
17.2 The parties irrevocably agree that the Courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with any Contract (including, for the avoidance of doubt, these Terms and Conditions and/or any non-contractual disputes or claims) or its subject matter or formation.
VIGO Ltd Terms & Conditions of Trade
Terms & Conditions of Sale
The following are the terms and conditions for the sale of goods from Vigo Ltd (Supplier) which apply to and govern any contract which we enter into. Please read them carefully. An offer to buy goods from Vigo Ltd is conclusive evidence of your acceptance of the following terms and conditions.
1. Definitions
1.1. “Supplier” means Vigo Ltd, Dunkeswell, Honiton, Devon EX14 4LF
1.2. “Customer” means any person, firm, company or unincorporated association which orders or buys Goods from Supplier.
1.3. “Goods” means the goods and/or services which are the subject of the Contract and any instalment thereof.
1.4. “Order” means any order placed by Customer, either orally or in writing (whether by letter, fax, or email), for supply of Goods by Supplier to Customer.
1.5. “Invoice” means the invoice given, despatched, emailed to Customer detailing the Goods and the Price.
1.6. “Price” means the total price to be paid by Customer to Supplier for the Goods as specified on the invoice which shall include VAT where applicable and/or other taxes, duties and appropriate other charges.
1.7. “Staged Payments” means agreed Customer payments made within an agreed timescale.
1.8. “Contract” means an individual legally binding contract between Supplier and Customer created when an Order placed by Customer is accepted by Supplier according to these Conditions.
2. General
2.1. All descriptions and illustrations contained in/on the Supplier catalogue/internet site or any price list or otherwise, communicated to the Customer are intended merely to present a general impression of the Goods, such as colour and dimensions. Nothing contained in any of them shall form any part of the Contract.
2.2. Any Catalogue published by the Supplier is only a declaration of willingness to enter into negotiations and is not an offer and cannot be accepted so as to form a binding contract.
2.3. Any advice or recommendation given by the Supplier, or its employees, or its agents, to Customer as to the storage, application or use of Goods and Services is followed or acted upon entirely at the Customers own risk and accordingly the Supplier shall not be liable for any such advice or recommendation which is not confirmed in writing by the Supplier.
2.4. Unless any Goods performance figures, tolerances or characteristics have been specifically and expressly warranted by the Supplier in writing, the Supplier shall be under no liability whatsoever for any failure to attain such figures whether attributable to the Supplier’s negligence or otherwise.
2.5. The conditions set out herein cannot be altered, added to, or substituted by other Conditions unless expressly accepted in writing by a person authorised to sign on Suppliers behalf.
3. Acceptance of Orders
3.1. Any quotation relating to Goods supplied by the Supplier shall not constitute an offer capable of acceptance by Customer but as an invitation to place an Order. Orders shall be accepted entirely at the discretion of Supplier and, if accepted, are governed by these Conditions.
3.2. Written confirmation is not required for a telephone order, but if sent it must be marked 'Confirmation Only' to avoid liability for a duplicated delivery. Any resulting duplication of delivery shall be the responsibility of the Customer and the Supplier reserves the right to treat such duplication as it sees fit.
4. Prices and Payments
4.1. All prices for Goods and Services are in pounds Sterling or Euro as appropriate and exclude any relevant Value Added Tax ("VAT") at the relevant rate ruling on the date of despatch. They do not include the cost of carriage, package, or other charge which becomes payable under this Contract.
4.2. Whilst every endeavour will be made to maintain the prices in the Catalogue and on the internet the Supplier reserves the right to alter prices at any time prior to acceptance of order. The Supplier will notify the Customer in writing of this change, the Customer shall accept this change in writing.
4.3. Price shall be paid in cash or cleared funds on or before the date shown on the invoice as the due date for payment unless otherwise agreed in writing. Time for payment shall be of the essence.
4.4. Supplier shall charge a 2% handling charge for Customer payments made by credit card.
4.5. Where deposits are paid for ordered Goods by agreement the deposit shall act as acceptance of these terms and conditions and acceptance that full payment will be made according to the terms of the contract.
4.6. The Supplier may agree to the Customer paying for its Goods and/or Services in Staged Payments such agreements shall be made in writing by the Supplier to Customer.
4.7. Where failure by the Customer to provide samples and/or information by the date agreed between the parties leads to delays in the delivery date the Supplier reserves the right to demand Staged Payments on the Contract due dates irrespective of actual delivery dates.
4.8. Where Customer declines and/or fails to take delivery of Goods and/or Services by the due delivery date agreed between the parties the Supplier reserves the right to charge for any additional costs incurred by the Supplier and to demand immediate payment in full for any outstanding monies due for Goods and/or Services.
4.9. In the event that the Customer fails to make Staged Payments by the dates agreed between the parties the Supplier reserves the right to cancel the order, dispose of the Goods and deduct any costs incurred in this disposal from the deposit paid by the Customer before refunding any remaining balance to the Customer.
4.10. Credit terms are available upon request and are subject to status, satisfactory references, and acceptable trading history with the Supplier.
4.11. Payment is due by the end of 30 days from the date of the invoice without any deductions whether arising by way of lawful or alleged right of set off or counter-claim or otherwise whatsoever. The time for Payment is of the essence. If the Credit Customer fails to make any Payment on the due date, then, without prejudice to any other right or remedy available to the Supplier, it shall be entitled to:
- 4.11.1. Cancel the order and suspend further deliveries of Goods.
- 4.11.2. Set off any fees against orders
- 4.11.3. Charge an administration fee for any legal or other actions required to recover monies due.
- 4.11.4. Charge interest on the unpaid amount from the due date at a rate of 8% per month above base rate of the HSBC Bank from time to time in force.
4.12. Customer shall reimburse the Supplier (on a full indemnity basis) all costs and expenses incurred by the Supplier in connection with the recovery of any monies due to the Supplier under the contract.
4.13. Payment made by Customer to Supplier shall be applied by Supplier to invoices, and to Goods/Services listed in invoices, in such order or manner as Supplier shall, at its entire discretion, think fit.
4.14. Except with the express agreement in writing by Supplier, no deduction shall be made by Customer from any payment for Goods/Services for or on account of any matter or thing whatsoever including, but not limited to, any set-off, compensation, counter-claim or present or future taxes.
5. Shipping and Handling Charges
5.1. Delivery is as detailed at the time of purchase. The current charge can be ascertained by contacting the Supplier.
6. Property in the Goods
6.1 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, property in the goods shall not pass to Customer until the Supplier has received in cash or cleared funds payment in full of the Price and of all other sums which may be due by Customer to the Supplier at the time the Price is so paid in full.
6.2. Until property in the Goods passes, Customer shall keep the Goods free from any lien, charge or encumbrance and the Supplier may at any time require the Goods to be returned to it by Customer, and if such requirement is not met within three days the Supplier may retake possession of the goods and may enter any premises of Customer (including locked and steadfast premises) for that purpose. Customer shall hold the Goods as the Supplier’s fiduciary agent and custodian and shall keep them separate from its property and from that of third parties and properly stored, protected and insured and identified as the property of Supplier.
6.3. If Customer shall sell or otherwise dispose of, or process the Goods (or any part thereof) it shall receive and hold as trustee for the Supplier the proceeds of such sale, disposal or process or other monies derived from or representing the goods (or any part thereof) (including insurance proceeds) and shall keep such proceeds or other monies separate from any monies or property of Customer and/or third parties, and shall as soon as possible after receiving the same pay such monies to the Supplier or into a separate account in trust for the Supplier.
6.4. Supplier shall be entitled to sue for the Price once payment is due notwithstanding that property in the Goods has not passed to Customer.
7. Warranty and Returns
7.1. Any defects which under proper use appear in the Goods within a period of twelve months (or as maybe otherwise previously stated by the Supplier) after delivery and which in the opinion of the Supplier are found to be faulty due to faulty materials, workmanship, or design will be made good by the Supplier either by repair or, at Supplier option, by replacement provided that the Goods or the defective parts thereof are returned together with (if relevant), all complete accessories, manuals and in their original packaging, within the twelve month period, and accompanied by a claim in writing which specifies the date of purchase and the invoice number.
7.2. Second-hand Goods supplied by the Supplier shall hold a warranty as stipulated at time of sale if any.
7.3. All warranties and conditions whether implied by statute or whether expressed or implied at common law are to the fullest extent permitted by law.
7.4. The warranty for all Goods supplied is intended in the replacement free of charge of any parts deemed faulty or entirety of equipment at the premises of the Supplier, and does not cover the costs of labour or technical intervention at Customer premises, including travelling time, air fares and other ancillary costs.
7.5. Supplier will not accept returns unless prior authorisation has been approved and a Returns Number issued. To obtain authorisation for return please contact the Sales department. The Returns Number must be clearly identified on both the outer packaging and any internal paperwork when the Goods are returned.
7.6. Customer shall inspect the Goods immediately upon delivery and shall notify the Supplier in writing of any shortages, damage to, or defect in the Goods, such notice must be annotated with the despatch note number and where feasible accompanied by a photograph of the damage. Further, within 7 days of delivery (time being of the essence) Customer shall give notice in writing to Supplier of any alleged shortages in the Goods or of any damage to, or defect in the Goods, or of any other matter or thing by reason whereof Customer alleges that the Goods are not in accordance with the Contract. If the Customer fails to notify the Supplier within 7 days the Customer shall not thereafter be entitled to reject the Goods or to claim from the Supplier in respect of any shortage, damage, or other defect in Goods.
7.7. In the case of damage or other defect in the goods which was not apparent on reasonable inspection, notice shall be given to Suppler within 7 days after discovery of the damage or other defect, otherwise clause 7.6. shall apply.
7.8. If requested by the Supplier following notification of a claim, defective/damaged Goods shall be returned promptly by Customer to Supplier at the Customer’s expense. If on inspection the goods are found to be defective any reasonable cost of return will be refunded to the customer.
7.9. Where a claim is made under clause 7.6. or 7.7. which the Supplier accepts, the Supplier may at the Supplier’s sole discretion
- 7.9.1. Replace the said Goods (or the part in question) free of charge; and/or
- 7.9.2. Refund Customer all or part of the Price; and/or
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7.9.3. Cancel Customer’s liability to pay all or part of the Price
and thereafter Supplier shall have no further liability to Customer.
8. Copyrights, Patents, Intellectual Property and Information
8.1 Goods offered for sale in any Supplier Catalogue may be subject to a patent, trademark, registered design, copyright, topography right or other right of any person. Supplier owns full copyright in respect of any Catalogues whether published in paper or electronic form such as through the Internet. The reproduction, storage in a retrieval system, or transmission, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, in part or in whole, is prohibited without Supplier prior written consent. Notwithstanding any other term of these conditions any copyright material that forms part of the Goods purchased is retained and will not pass to the Customer.
8.2 Where any designs or specifications have been supplied by Customer for manufacture by or to the order of Supplier then the Customer warrants that the use of those designs or specifications for the manufacture, processing, assembly, or supply of Goods shall not infringe the rights of any third party and the customer shall indemnify Supplier against the breach of such warranty accordingly.
9. Data Protection
9.1. Supplier may keep and use Customers personal details for the purpose of providing services to the Customer. The Supplier may disclose Customers name and address details to the relevant organisations when taking up trade references before opening a credit account.
10. Liability
10.1 Supplier accepts no liability whatsoever or howsoever arising in respect of loss, damage or expense from errors in information or advice provided whether or not due to Supplier negligence or that of its employees, agents or sub-contractors save for any loss or damage
10.2 Supplier shall not be liable to Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of Contract with the Customer. Supplier shall not be liable to Customer for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise). Supplier shall not be liable to Customer for costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Supplier, its employees or agents or otherwise) which arise out of or in connection with the supply of Goods or their use or resale by the Customer.
10.3 The entire liability of the Supplier under or in connection with the Contract with the Customer shall not exceed the price of the Goods except as expressly provided in these terms and conditions.
11. Force Majeure
11.1. Supplier shall not be responsible for any delay or failure to fulfil any of its obligations under the Contract nor be liable for any loss or damage suffered or incurred by Customer by reason of any delay in delivery of the Goods or any part thereof caused directly or indirectly by any act of God, government or parliamentary restriction, import or export regulation, strike whether involving employees of Supplier or of a third party, lockout, trade dispute, fire, theft, flooding, breakdown of plant or premises, late or non-delivery of any supplies, difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery or any other cause whatsoever beyond the control of Supplier.
12. Termination
12.1. In the event of Customer committing any breach of any term or provision of the Contract, including for the avoidance of doubt these conditions, going into liquidation, having a Receiver, Administrator, Judicial Factor or other similar officer appointed over the whole or any part of its assets, becoming bankrupt or apparently insolvent or granting any trust deed or entering into any composition or similar arrangement with its creditors, or if any circumstances arise which, in the sole opinion of Supplier, render any of the foregoing likely to occur then the Supplier shall be entitled, without notice, to dispose of any of the Goods in which property shall not have passed to Customer in accordance with these Conditions. Supplier shall also be entitled to cancel all Contracts or any part thereof remaining unfulfilled between the Supplier and Customer and to sell to any other party or otherwise dispose of and deal with the Goods.
12.2. Termination of the Contract shall not discharge any pre-existing liability of Customer to Supplier and on such termination Supplier shall be entitled to recover from Customer such loss or damage as the Supplier has suffered by reason of such termination.
13. Severance
13.1. Any provision of this Contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of this Contract.
14. Waiver
14.1. No waiver or forbearance by Supplier (whether expressed or implied) in enforcing any of its rights under this Contract shall prejudice its right to do so in the future.
15. Rights of Third Parties
15.1. Save as expressly provided none of the provisions of this Contract are intended to or will operate to confer any benefit (pursuant to the Contracts (Rights of Third Parties) Act 1999) on a person who is not named as a party to this Contract.
16. Customer Obligations
16.1. The customer should consider their obligation to ensure that all equipment used in the course of their business must be safe and subject to an appropriate risk assessment by a competent person before it is used. (Provision and Use of Work Equipment Regulations - PUWER).
17. Law
17.1. All contracts between Supplier and Customer shall be governed by and interpreted in accordance with English Law and Customer submits to the exclusive jurisdiction of any competent Court in England
Terms of Website Use
This page (together with the documents referred to on it) tells you the terms of use on which you may make use of our website (our site), whether as a guest or a registered user or customer. Please read these terms of use carefully before you start to use the site. By using our site, you indicate that you accept these terms of use and that you agree to abide by them. If you do not agree to these terms of use, please refrain from using our site.
Information about us
The website is a site operated by Vigo Limited ("We"). We are registered in England and Wales under company number 03607580 and have our registered office at Dunkeswell, Honiton, Devon, England EX14 4LF. Our main trading address is Dunkeswell, Honiton, Devon, England EX14 4LF. Our VAT number is GB 723 3438 50.
We are a limited company.
Accessing our site
Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if for any reason our site is unavailable at any time or for any period.
From time to time, we may restrict access to some parts of our site, or our entire site, to users or customers who have registered with us.
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password or any other piece of information as part of our security procedures, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms of use.
You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms, and that they comply with them.
Intellectual property rights and trade marks
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by various laws and treaties, including copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal reference and you may draw the attention of others within your organisation to material posted on our site.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status and that of any identified contributors as the authors of material on our site must always be acknowledged.
You must not use any part of the materials on our site for commercial purposes without first contacting us and obtaining an express licence to do so from us or our licensors.
If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
Please note that "Vigo" is a UK registered trade mark of Vigo Limited.
Reliance on information posted
Commentary and other materials posted on our site are not intended to amount to advice on which reliance should be placed. We therefore disclaim to the fullest extent permitted by law all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents.
Our site changes regularly
We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.
Our liability
The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the fullest extent permitted by law, we and third parties connected to us hereby expressly exclude:
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All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it;
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Any liability for any loss or damage (whether direct, indirect or consequential loss or damage) incurred or suffered by any user or customer in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it or any distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it including:
• loss of income or revenue; • loss of business; • loss of profits or contracts; • loss of anticipated savings; • loss of data; • loss of goodwill; • wasted management or office time; and
whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
This does not affect, exclude or limit our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
Information about you and your visits to our site
We process information about you in accordance with our privacy policy and cookie policy. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.
Transactions concluded through our site
Contracts for the supply of goods formed through our site or as a result of visits made by you are governed by our VIGO Ltd Terms and Conditions of Trade (“Conditions”).
Viruses, hacking and other offences
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.
By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
Linking to our site
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link from any website that is not owned by you.
Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice. If you wish to make any use of material on our site other than that set out above, please address your request to marketing@vigoltd.com.
Links from our site Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
Jurisdiction and applicable law
The English courts will have jurisdiction over any claim arising from, or related to, a visit to our site and you hereby irrevocably submit to that jurisdiction, although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.
These terms of use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Trade marks
Variations
We may revise these terms of use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on our site.
Your concerns
If you have any concerns about material which appears on our site, please contact marketing@vigoltd.com.
Thank you for visiting our site.
