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VES ANDOVER LIMITED
TERMS AND CONDITIONS OF SUPPLY

1 Interpretation

In these conditions:

  • Conditions" means the standard terms and conditions of supply set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between us;
  • "Contract" means the contract for the supply of the Goods and/or the Services;
  • "Goods" means the goods which are set out in our order acceptance;
  • "Services" means the services (if any) which are set out in our order acceptance ;
  • "We" means VES Andover Limited; and
  • "You" means the customer who places an order with us for the supply of the Goods and the Services (if any) and whose order is accepted by us.

2 Basis of the sale

2.1 We will sell, and you will purchase the Goods and (where appropriate) the Services in accordance with any written order provided by you, which is accepted by us, subject to these conditions, which shall govern the Contract to the exclusion of any other terms and conditions whatsoever (including any terms or conditions which you purport to apply under any purchase order, confirmation of order, specification or other document).
2.2 No variation to these Conditions shall be binding unless agreed in writing between our authorised representatives.
2.3 Any advice or recommendation given by us or our employees or agents to you or your employees or agents as to the suitability, content or effect of the Goods which is not so confirmed in writing by us is followed or acted upon entirely at your own risk, and accordingly we shall not be liable for any such advice or recommendation which is not so confirmed. We would advise you to take advice on system design from a qualified engineer where appropriate.
2.4 It is your responsibility to ensure that the Goods ordered are suitable for the site conditions and application for which they have been selected.

3 Order, Specifications and Cancellation

3.1 No order submitted by you shall be deemed to be accepted by us unless and until confirmed in writing by our authorised representative ("order acceptance").
3.2 You shall be responsible to us for ensuring the accuracy of the terms of any order (including any applicable specifications or directions) submitted by you, and for giving us any necessary information relating to the Goods and / or the Services within a sufficient time to enable us to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of, and any specification for, the Goods and the description of the Services shall be those set out in your order and confirmed by us in our order acceptance.
3.4 We reserve the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements.
3.5 You may not cancel any order that has been accepted by us for Goods or Services that are not standard Goods or Services supplied or manufactured by us or that have been modified or developed to meet your particular requirements except with our agreement in writing and on terms that you shall indemnify us in full against all loss (including loss of profit and the cost of labour and materials used) damages, charges and expenses incurred by us as a result of cancellation.
3.6 You may cancel any Goods or Services that are standard Goods or Services supplied or manufactured by us at any time prior to delivery provided that you shall indemnify us in full against all direct loss (including the cost of all labour and materials used) damages, charges and expenses incurred by us as a result of cancellation.
3.7 In the event that we cancel any order prior to delivery our liability to you shall be limited to all reasonable costs incurred by you in connection with our cancellation and which in any event shall not exceed the original cost of the order.

4 Price

4.1 The price of the Goods and the Services shall be the price set out in our order acceptance ("the Price"). No discount shall be given unless confirmed in such acceptance.
4.2 We reserve the right, by giving you notice at any time before delivery, to increase the price of the Goods and the Services to reflect any increase in our costs which is due to any change in delivery dates, quantities or specifications for the Goods or the Services which is requested by you, or any delay caused by your instructions or your failure to give us adequate information or instructions.
4.3 The price is exclusive of any applicable value added tax, which you are also liable to pay us.

5 Payment Provisions

5.1 We shall be entitled to invoice you for the price of the Goods and/or the Services at any time after delivery of the Goods or performance of the Services unless you wrongfully refuse to take delivery of the Goods or to allow us to perform the Services in which case we shall be entitled to invoice you for the price at any time after we have tendered delivery of the Goods or performance of the Services.
5.2 Subject to any special terms agreed in writing between us and set out in our order acceptance, you shall pay the price of the Goods and/or the Services within 30 days of the date of invoice without any deduction, whether by way of retention, set-off, counterclaim, discount, abatement or otherwise (unless you have a valid court order requiring an amount equal to such deduction to be paid by us to you before the end of the month after the month in which the invoice is rendered) notwithstanding that delivery of the Goods or performance of the Services may not have taken place and ownership in the Goods has not passed to you. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 We reserve the right to vary the above payment terms in the event that we deem it reasonably appropriate following receipt by us of a report from a credit reference agency. Any decision by us to vary the above terms will be based on your previous payment record provided by the credit agency.
5.4 If you fail to make any payment on the due date then, without prejudice to any other right or remedy available to us, we shall be entitled at our option to:
5.4.1 cancel the Contract or suspend any further deliveries to you;
5.4.2 suspend the Contract until due payment is made; and/or
5.4.3 charge you interest (both before and after any judgement) on the amount unpaid, at the rate of 4 per cent per annum above the base lending rate from time to time of Lloyds TSB Bank plc. accruing on a daily basis until payment is made, whether before or after any judgement.
5.5 If we opt to cancel or suspend the Contract pursuant to clause 5.4.1, we shall be entitled, in addition to any other rights we may have against you, to the following:
5.5.1 in the case of cancellation, recovery of any and all costs and losses incurred by us in connection with the production of the Goods and the preparation or performance of the Services to the date of cancellation; and
5.5.2 in the case of suspension, suspension, recovery of any and all costs and losses incurred by us as a result of suspension.

6 Delivery

6.1 Subject to any special requirements agreed in writing between us, delivery of the Goods and / or the Services shall take place at the location requested by you. For the avoidance of doubt, offloading of the Goods from the delivery vehicle is your responsibility and at your risk unless otherwise agreed in writing.
6.2 Time of delivery shall not be of the essence of the Agreement. Any dates or times quoted for delivery of the Goods and performance of the Services are intended to be an estimate only and we will not be liable for any delay in delivery of the Goods or performance of the Services howsoever caused.
6.3 In the event that we fail to deliver the Goods and/or perform the Services for any reason whatsoever our liability to you shall be limited to all reasonable costs incurred by you in connection with our failure to deliver and which in any event shall not exceed the original cost of the order.
6.4 If for any reason you refuse to accept delivery of the Goods when they are ready for delivery or within seven (7) days of notification by us that they are ready or fail to take delivery on the agreed delivery date then:
6.4.1 risk in the Goods will pass to you (including for loss or damage caused by us, save where caused by our negligence or the negligence of our employees or agents);
6.4.2 the Goods will be deemed to have been delivered; and
6.4.3 We may store the Goods until deliver whereupon you will be liable for all related costs and expenses (including, without limitation, storage, insurance and costs of redelivery).

7 Risk and Property

7.1 Risk of damage to or loss of the Goods shall, subject to clause 6.4.1, pass to you from the time of delivery
7.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions, ownership of the Goods shall not pass to you until we have received in cash or cleared funds payment in full of the Price and all other goods and services agreed to be provided by us to you for which payment is then due.
7.3 Until such time as the goods pass to you, you will:
7.3.1 hold them as our fiduciary agent and bailee;
7.3.2 keep the Goods properly stored and in good condition and fully insured;
7.3.3 mark and store the Goods so as to identify them as our property; and
7.3.4 not sell mortgage, pledge, lend, hire or otherwise dispose of or transfer or part possession of physical possession of the Goods.
7.4 Until such time as the ownership of the Goods passes to you, we will be entitled at any time to require you to deliver up the Goods to us and, if you fail to do so forthwith to enter upon your premises or those of any third party where the Goods are stored and repossess the Goods.

8 Change Request

8.1 If you identify a requirement for a change to the Contract, a change request shall be sent to us detailing the change requirements. The receipt of the change request by us will constitute a request to us to state in writing the effect that such a change will have on the estimated delivery time and the price. We shall then supply the details of the effect of change on the estimated delivery time and the revised Price to you within fourteen (14) days of receipt of the request.
8.2 You must then decide whether or not to implement the change. If the change is implemented, the amended goods and price shall become the Goods and price for the purpose of the Contract.

9 Warranties and Liability *

9.1 Subject to the conditions set out below we warrant to you that:
9.1.1 the Goods will correspond with their description and will be of satisfactory quality for a period of twelve (12) months from delivery;
9.1.2 the Services will be performed with a reasonable degree of skill and care.
9.2 We give the above warranty subject to the following conditions:
9.2.1 we will not be liable for any defect in the Goods arising from any drawing, design or specification supplied by you;
9.2.2 we will not be liable for any defect arising from wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow our instructions (whether oral or in writing), misuse or alteration or repair of the Goods without our approval; and
9.2.3 we will not be liable under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods and the Services has not been paid by the due date or dates for payment.
9.3 Any claim by you which is based on unsatisfactory quality of the Goods or Services, or their failure to correspond with specification (including for the avoidance of doubt, any claims for missing parts) shall be notified to us in writing within seven (7) days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within seven (7) days after discovery of the defect or failure.
9.4 Where any valid claim in respect of any of the Goods and/or the Services which is based on the unsatisfactory quality, the unfitness of the Goods or their failure to meet specification is notified to us in accordance with these Conditions, we shall be entitled to repair or replace the Goods and/or (as appropriate) provide further Services free of charge or, at our sole discretion refund the price of the Goods and/or the Services to you (or a proportionate part of the price), but we shall have no further liability to you. For the avoidance of doubt, claims for incidental and/or third party costs are specifically excluded.
9.6 Except in respect of death or personal injury caused by our negligence, our liability to you by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by our negligence, or the negligence of our employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or the Services or the use of the Goods by you shall be limited to the price of those Goods or Services.
9.7 Where continuous operation of a system which incorporates any of the Goods is a critical requirement for your business, you must ensure that adequate stand-by or back-up facilities are in place, that you hold sufficient spare parts and that there is adequate access to the Goods and that system for repairs to be carried out.

10 Warranty Claims

10.1 All claims for breach of the warranties in clause 9.1 must be submitted in writing.
10.2 All claims for breach of warranty requiring a site visit by us in order to examine the Goods and, if necessary, repair them must be accompanied by a commissioning report covering:
10.2.1 airflow, pressures and temperature measurements;
10.2.2 electrical test results; and
10.2.3 details of the correct installation of the Goods.
10.3 In the event that the Goods are not found to be defective at the site visit we shall be entitled to invoice you for all costs incurred by us in visiting the site and seeking to effect or effecting repairs to the Goods (including, without limitation all parts and labour)
10.4 We shall also be entitled to invoice you for all parts replaced that have been damaged due to incorrect installation (including without limitation faulty wiring or faulty or inadequate power supply).
10.5 For the avoidance of doubt, any repairs to the Goods carried out under warranty shall not extend the period of warranty set out in clause 9.1.1 except that where parts are supplied that are not covered by the warranty we shall provide a three (3) month warranty on those parts in similar terms only from the date of repair (and subject to the same conditions) to the warranty in clause 9.1
10.6 You shall be responsible for preparing the site to enable repairs to be carried out in advance of the site visit and for providing a safe working environment for repairs to be carried out.
10.7 We shall not be responsible for the costs of procuring specialist equipment in order to gain access to Goods in order to effect repairs.

11 Return and Refunds

11.1 Notwithstanding any other Condition, you may return any of the Goods within ten (10) days of the date of delivery with our prior consent (given at our sole discretion) provided that the provisions of this clause are complied with:
11.1.1 the Goods must be standard Goods supplied or manufactured by us and feature in our catalogue and which have not been modified or developed to meet your particular requirements.
11.1.2 the Goods must not be belt driven AHU’s, electric heater batteries or special controls panels;
11.1.3 the Goods must be returned unused and still in their original packaging, must be accompanied by a completed and signed goods return document (issued by us to you at the time of receiving consent to return) and must be clearly labelled with the goods return reference number (issued by us to you at the time of receiving consent to return).
11.1.4 the cost of returning the Goods (including, without limitation, carriage, loading, unloading and insurance) must be borne by you;
11.1.5 the Goods must be received by us Undamaged; and
11.1.6 risk of damage to or loss of the Goods shall only pass from you to us from the time of delivery of the Goods to our premises.
11.2 Within fourteen (14) days of delivery of the returned Goods to us we will issue a credit note to you in a sum equal to 50% of the ex-works price of the Goods less any refurbishment costs and costs of collection (if any).
11.3 The payment terms set out in clause 5 of these Conditions shall apply to the second invoice.

12 Insolvency of Customer

12.1 This clause applies if:
12.1.1 you make any voluntary arrangement with your creditors or become subject to an administration order or (being an individual or firm) become bankrupt or (being a company) go into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
12.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of your property; or
12.1.3 you cease, or threaten to cease, to carry on business; or
12.1.4 we reasonably apprehend that any of the events mentioned above is about to occur in relation to you and we notify you accordingly.
12.2 If this clause applies then, without prejudice to any other right or remedy available to us, we shall be entitled to:
12.2.1 cancel the Contract or suspend any further deliveries under the Contract without any liability to you; and/or
12.2.2 only supply further Goods on a payment before despatch basis and if any Goods have been delivered or Services performed but not paid for the price shall become immediately due and payable notwithstanding any previous agreement to the contrary.

13 General

13.1 Any notice required or permitted to be given by either of us to the other under these Conditions shall be in writing addressed to the other at its registered office or principle place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
13.2 We shall not be liable to you or be deemed to be in breach of the Contract by reason of any delay in performing, or failure to perform, any of our obligations if the delay or failure was due to any cause beyond our reasonable control.
13.3 These Conditions and any document expressly referred to in them represent the entire agreement between us in relation to the supply of the Goods and Services.
13.4 No waiver by us of any breach of the Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.5 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
13.6 Any dispute arising under or in connection with the Contract or the sale of Goods and/or supply of Services shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated by the application of either party by the President for the time being of The Royal Institution of Chartered Surveyors.
13.7 The Contract shall be governed by the laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.

* Standard warranty and liability does not apply to equipment delivered to and located outside of the United Kingdom, Channel Islands, Northern Ireland and the Republic of Ireland. This can be negotiated at point of sale.


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