Terms and Conditions

To Consumers

TERMS AND CONDITIONS OF BUSINESS TO OUR CONSUMERS

Our terms:

  1. These terms
    1. What these terms cover. These are the terms and conditions on which we supply product(s) to you.
    2. Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
  2. Information about us and how to contact us
    1. Who we are. We are V-M Orthotics Limited a company registered in England and Wales. Our company registration number is 08014305 and our registered office is at Unit 25 Halesworth Business Centre, Norwich Road, Halesworth, Suffolk, IP19 8QJ.
    2. How to contact us. You can contact us by telephoning our customer service team at 01986 798 120 or by writing to us at info@vmorthotics.co.uk or Unit 25 Halesworth Business Centre, Norwich Road, Halesworth, Suffolk, IP19 8QJ.
    3. How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
    4. “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
  3. Our contract with you
    1. How we will accept your order. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.
    2. If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing and will not charge you for the product(s).
    3. Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
    4. We only sell to the UK. Our website is solely for the promotion of our products in the UK. Unfortunately, we do not accept orders from OR deliver to addresses outside the UK.
  4. Our products
    1. Products may vary slightly from their pictures. The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images.
    2. Product packaging may vary. The packaging of the product(s) may vary from that shown in images on our website.
    3. Making sure your measurements are accurate. If we are supplying the product(s) according to measurements you have given us you are responsible for ensuring that these measurements are correct.
  5. Your rights to make changes
    If you wish to make a change to the product(s) you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product(s), the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change you may want to end the contract (see clause 8- Your rights to end the contract).
  6. Our rights to make changes
    1. Minor changes to the products. We may change the product(s):
      1. to reflect changes in relevant laws and regulatory requirements; and
      2. to implement minor technical adjustments and improvements. These changes are unlikely to affect your use of the product(s).
  7. Providing the products
    1. Delivery costs. The costs of delivery will be quoted to you at the time of ordering and will also be displayed online on our ecommerce websites if ordering via this means.
    2. When we will provide the products. During the order process we will let you know when we will provide the product(s) to you. We will deliver the product(s) to you as soon as reasonably possible and in any event within 30 days after the day on which we accept your order.
    3. We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any product(s) you have paid for but not received.
    4. If you do not re-arrange delivery. If, after a failed delivery to you, you do not re-arrange delivery we will contact you for further instructions and may charge you for any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery we may end the contract and clause 12.2 will apply.
    5. Your legal rights if we deliver products late. You have legal rights if we deliver any goods late. If we miss the delivery deadline for any goods then you may treat the contract as at an end straight away if any of the following apply:
      1. we have refused to deliver the goods;
      2. delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
      3. you told us before we accepted your order that delivery within the delivery deadline was essential.
    6. Setting a new deadline for delivery. If you do not wish to treat the contract as at an end straight away, or do not have the right to do so under clause 7.5, you can give us a new deadline for delivery, which must be reasonable, and you can treat the contract as at an end if we do not meet the new deadline.
    7. When you become responsible for the products. A product will be your responsibility from the time the product is delivered to the address you gave us.
    8. What will happen if you do not give required information to us. We may need certain information from you so that we can supply the product(s) to you. If so, this will have been stated in the description of the product(s) on our website. We will contact you in writing to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 12.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the product(s) late if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
    9. Reasons we may suspend the supply of products to you. We may have to suspend the supply of product(s) to:
      1. deal with minor technical adjustments and improvements;
      2. update the product(s) to reflect changes in relevant laws and regulatory requirements;
    10. Your rights if we suspend the supply of products. We will contact you in advance to tell you we will be suspending supply of the product(s). If we have to suspend the product(s) you will not have to pay for the product(s) if or whilst it is suspended. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it and we will refund any sums you have paid in advance for the product.
  8. Your rights to end the contract
    1. You can always end your contract with us.  Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
      1. If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product replaced or to get your money back), see clause 13;
      2. If you want to end the contract because of something we have done or have told you we are going to do, see clause 8.2;
      3. If you have just changed your mind about the product, see clause 8.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods;
      4. In all other cases (if we are not at fault and there is no right to change your mind) see clause 8.5.
    2. Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at 8.2.1 to 8.2.5 below the contract will end immediately and we will refund you in full. The reasons are:
      1. we have told you about an upcoming change to the product(s);
      2. we have told you about an error in the price or description of the product(s) you have ordered and you do not wish to proceed;
      3. there is a risk that supply of the product(s) may be significantly delayed because of events outside our control;
      4. we have suspended supply of the product(s) for technical reasons, or notify you we are going to suspend them for technical reasons; or
      5. you have a legal right to end the contract because of something we have done wrong.
    3. Exercising your right to change your mind (Consumer Contracts Regulations 2013). For most product(s) bought online you have a legal right to change your mind within 14 days and receive a refund.  These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
    4. How long do I have to change my mind?
      1. You have 14 days after the day you (or someone you nominate) receives the product, unless:
        1. Your products are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery to change your mind about the products.
        2. Your products are for regular delivery over a set period.  In this case you have until 14 days after the day you (or someone you nominate) receives the first delivery of the products.
    5. Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you do not have a right to change your mind, you can still end the contract before it is completed, but you may have to pay us compensation. A contract for a product is completed when the product is delivered. If you want to end a contract before it is completed where we are not at fault and you have not changed your mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for the product(s) but we may deduct from that refund reasonable compensation for the net costs we will incur as a result of your ending the contract.
  9. FOOTWEAR, COLLARS, WRIST OR OTHER SUPPORTIVE DEVICES
    1. Special care needs to be taken when trying on footwear or other skin contact items ordered from us. You must make sure you do not have any lotion, wounds or open areas on your skin. You must wear a sock to prevent skin contact with the footwear. If the product has been cut, torn or otherwise used or soiled it cannot be returned.
  10. PRESSURE CARE DEVICES
    1. Pressure care devices may be returned or exchanged only if they are in unused condition and if they are in the original manufacturer’s packaging. Once opened, they cannot be returned or exchanged, unless there is a manufacturer’s defect. If the product has been cut, torn or otherwise used or soiled it cannot be returned.
  11. How to end the contract with us (including if you have changed your mind)
    1. Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
      1. Phone or email. Call customer services on 01986 798 120 or email us at info@vmorthotics.co.uk. Please provide your name, home address, details of the order and, where available, your phone number and email address.
      2. By post. Print off the attached as Schedule 1 to these terms and conditions, and post it to us at the address on the form.  Or simply write to us at that address, including details of what you bought, when you ordered or received it and your name and address.
    2. Returning products after ending the contract. If you end the contract for any reason after the product(s) have been despatched to you or you have received them, you must return them to us. You must return the product(s) by posting them back to us at Unit 25 Halesworth Business Centre, Norwich Road, Halesworth, Suffolk, IP19 8QJ (Monday – Friday, 9:00am – 5:00pm) or (if we decide that the goods are not suitable for posting) allow us to collect them from you. Please call customer services on 01986 798120 or email us at info@vmorthotics.co.uk for a return label or to arrange collection.  If you are exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.
    3. When we will pay the costs of return. We will pay the costs of return:
      1. if any product is faulty or misdescribed;
      2. if you are ending the contract because we have told you of an upcoming change to the product, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.

      In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return.

    4. What we charge for collection. If you are responsible for the costs of return and we are collecting the product(s) from you, we will charge you the direct cost to us of collection.
    5. How we will refund you.  We will refund you the price you paid for the product(s) including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
    6. Deductions from refunds if you are exercising your right to change your mind. If you are exercising your right to change your mind:
      1. We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the product(s), if this has been caused by your handling them in a way described in clauses 9 or 10. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, as described in clauses 9 or 10, you must pay us an appropriate amount.
      2. The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer.
    7. When your refund will be made. We will make any refunds due to you as soon as possible.  If you are exercising your right to change your mind then:
      1. If we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the product(s) back from you.
  12. Our rights to end the contract
    1. We may end the contract if you break it. We may end the contract for any product(s) at any time by writing to you if:
      1. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the product(s);
      2. you do not, within a reasonable time, allow us to deliver the products to you.
    2. You must compensate us if you break the contract. If we end the contract in the situations set out in clause 12.1 we will refund any money you have paid in advance for product(s) we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
  13. If there is a problem with the product
    1. How to tell us about problems. If you have any questions or complaints about the product(s), please contact us. You can telephone our customer service team at 01986 798120 or write to us at info@vmorthotics.co.uk.
    2. Summary of your legal rights. We are under a legal duty to supply any product(s) that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to product(s). Nothing in these terms will affect your legal rights.

      Summary of your key legal rights

      This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.

      The Consumer Rights Act 2015 says products must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:

      a) Up to 30 days: if your goods are faulty, then you can get an immediate refund.

      b) Up to six months: if your goods can’t be repaired or replaced, then you’re entitled to a full refund, in most cases.

      c) Up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.

      For the avoidance of doubt, and without prejudice to your statutory rights, please note that temporary shoes/medical products supplied to you by us will have a short lifespan if used regularly. Please contact us for further advice if this is required.

      See also clause 8.3.

      See also Exercising your right to change your mind (Consumer Contracts Regulations 2013) clause 8.3.

       

    3. Your obligation to return rejected products. If you wish to exercise your legal rights to reject any product(s) you must post it back to us or (if it is not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services on 01986 798 120 or email us at info@vmorthotics.co.uk to arrange collection.
  14. Price and payment
    1. Where to find the price for the product. The price of the product(s) inclusive of VAT will be the price indicated on the order paperwork when you placed your order. We take all reasonable care to ensure that the price of the product(s) advised to you is correct. However please see clause 14.3 for what happens if we discover an error in the price of the product(s) you order.
    2. We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product(s), we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
    3. What happens if we got the price wrong. We will normally check prices before accepting your order so that, where the correct price of the product(s) at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any product(s) provided to you.
    4. When you must pay and how you must pay. We accept payment with all credit/debit cards (except American Express). We also accept Paypal as a means of payment. You must pay for the product(s) before we despatch them. We will not charge your credit or debit card until we dispatch the product(s) to you.
    5. What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
  15. Our responsibility for loss or damage suffered by you
    1. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the product(s) as summarised at clause 13.2 OR including the right to receive products which are: as described and match information we provided to you and any sample or model seen or examined by you; of satisfactory quality; fit for any particular purpose made known to us; and for defective products under the Consumer Protection Act 1987
    2. We are not liable for business losses. We only supply the products for domestic and private use. If you use the products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
  16. How we may use your personal information
    We will only use your personal information as set out in our [LINK TO PRIVACY POLICY].
  17. Other important terms
    1. Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
    2. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
    3. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
    4. Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

 

Model Cancellation Form

(Complete and return this form only if you wish to withdraw from the contract)

To V-M Orthotics Limited, 25 Halesworth Business Centre, Norwich Road, Halesworth, Suffolk, IP19 8QJ. Telephone Number: 01986 798120. Fax Number: 01986 798040. E-mail: info@vmorthotics.co.uk.

I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following products

Ordered on [*]/received on [*],

Name of consumer(s),

Address of consumer(s),

Signature of consumer(s) (only if this form is notified on paper),

Date

[*] Delete as appropriate

To Business

TERMS AND CONDITIONS OF BUSINESS TO OUR BUSINESS CUSTOMERS

The customer’s attention is drawn in particular to the provisions of clause 9.

  1. Interpretation
    1. Definitions:

      Business Day:

      a day (other than a Saturday, Sunday or public holiday).

      Conditions:

      the terms and conditions set out in this document as amended from time to time in accordance with clause 11.3.

      Contract:

      the contract between the Supplier and the Customer for the sale and purchase of the Products in accordance with these Conditions.

      Customer:

      the Company, person or firm who purchases the Products from the Supplier.

      Force Majeure Event:

      an event or circumstance beyond a party’s reasonable control, including but not limited to Acts of God, war, civil disturbance, governmental restrictions, import or export regulations, industrial disputes and difficulties in obtaining labour or materials.

      Intellectual Property Rights:

      patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off, rights in designs and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

      Order:

      the Customer’s order for the Products, as set out in the Customer’s purchase order form OR in the Customer’s written acceptance of the Supplier’s quotation.

      Products:

      the Products (or any part of them) set out in the Order.

      Specification:

      any specification for the Products, that is agreed by the Customer and the Supplier.

      Supplier:

      V-M Orthotics Limited (registered in England and Wales with company number 08014305).

       

    2. Interpretation:
      1. 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 re-enacted.
      2. 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.
      3. a reference to writing or written includes faxes and emails.
  2. Basis of contract
    1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    2. The Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
    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.
    4. Any advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force.
    5. A quotation for the Products given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.
  3. Delivery
    1. The Supplier shall ensure that delivery of the Products is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Products (including the code number of the Products, where applicable) and, if the Products are being delivered by instalments, the outstanding balance of Products remaining to be delivered.
    2. The Supplier shall deliver the Products 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 Products are ready.
    3. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence (unless expressly agreed with the customer as a timed delivery slot). The Supplier shall not be liable for any delay in delivery of the Products that 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 Products.
    4. Without prejudice to clause 3.3 if the Supplier fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products.
    5. The Supplier may deliver the Products by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
    6. The Supplier is under no obligation to accept Products for return in the absence of any breach of clause 4.1 or other default of the Supplier. However, if the Supplier decides to accept Products for return in these circumstances, the Customer must pay for the return of the Products and is also responsible for the risk of return of the Products. The Supplier reserves the right to require the Customer to pay such handling charges as the Supplier advises.
  4. Quality
    1. The Supplier warrants that on delivery the Products shall:
      1. conform in all material respects with their description and any applicable Specification; and
      2. be free from material defects in design, material and workmanship.
    2. Subject to clause 4.3:
        1. the Customer must give notice in writing to the Supplier if some or all of the Products do not comply with the warranty set out in clause 4.1 within 3 days of delivery. The Customer must provide the order/invoice number and the code numbers of the Products in the notice;
        2. the Supplier must be given a reasonable opportunity of examining such Products; and
        3. the Customer (if asked to do so by the Supplier) must return such Products to the Supplier’s place of business at the Supplier’s cost. Such products must be in their original packaging,

      the Supplier shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full.

    3. The Supplier shall not be liable for the Products’ failure to comply with the warranty set out in clause 4.1 in any of the following events:

      1. the Customer makes any further use of such Products after giving notice in accordance with clause 4.2;
      2. the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage and maintenance of the Products or (if there are none) good trade practice regarding the same;
      3. the Customer alters or repairs such Products without the written consent of the Supplier;
      4. the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions; or
      5. the Customer has allowed any of the Products to become soiled in any way. 
    4. Except as provided in this clause 4, the Supplier shall have no liability to the Customer in respect of the Products’ failure to comply with the warranty set out in clause 4.1.
    5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
    6. These Conditions shall apply to any repaired or replacement Products supplied by the Supplier.
  5. Title and risk
    1. The risk in the Products shall pass to the Customer on completion of delivery.
    2. Title to the Products shall not pass to the Customer until the earlier of:
      1. the Supplier receiving payment in full (in cash or cleared funds) for the Products and any other Products that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Products shall pass at the time of payment of all such sums; and
      2. the Customer reselling the Products, in which case title to the Products shall pass to the Customer at the time specified in clause 5.4.
    3. Until title to the Products has passed to the Customer, the Customer shall:
      1. store the Products separately from all other Products held by the Customer so that they remain readily identifiable as the Supplier’s property;
      2. not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
      3. maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      4. notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.1; and
      5. give the Supplier such information relating to the Products as the Supplier may require from time to time.
    4. Subject to clause 5.5, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Products. However, if the Customer resells the Products before that time:
      1. it does so as principal and not as the Supplier’s agent; and
      2. title to the Products shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
    5. If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in clause 8.1, then, without limiting any other right or remedy the Supplier may have:
      1. the Customer’s right to resell the Products or use them in the ordinary course of its business ceases immediately; and
      2. the Supplier may at any time:
        1. require the Customer to deliver up all Products in its possession that have not been resold; and
        2. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them. The Customer shall (if required by the Supplier) obtain any necessary consent to enter the premises of any third party.
  6. Price and payment
    1. The price of the Products 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.
    2. The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
      1. 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);
      2. any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Specification;
      3. any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions; or
      4. any increase of tax (including VAT) or the imposition of any form of taxation and statutory, governmental, provincial, local, government or municipal charges, duties, imports, contributions or levies and any interest, charges or costs relating thereto.
    3. The price of the Products are exclusive of value added tax (VAT) and postage and packaging.
    4. Any Customer who qualifies for exemption from paying VAT must supply such evidence as the Supplier shall require before the Supplier issues written acceptance of the Order to the Customer and complete where relevant a VAT exemption certificate/paperwork. 
    5. The Supplier may invoice the Customer for the Products on or at any time after the completion of delivery.
    6. The Customer shall pay the invoice in full and in cleared funds within 30 days.
    7. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the annual rate of 8% above the Bank of England base rate. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.
    8. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
  7. INTELLECTUAL PROPERTY RIGHTS
    1. All Intellectual Property Rights in the Products are either vested in or licenced to the Supplier and the Customer shall not do anything or allow or permit anything to be done that would amount to an infringement of any Intellectual Property Rights in the Products, and the Customer shall indemnify the Supplier from and against all liability arising in relation thereto.
  8. Termination
    1. Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
      1. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
      2. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      3. the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    2. Without limiting its other rights or remedies, the Supplier may suspend provision of the Products under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.1.1 to clause 8.1.3, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
    3. On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
    4. Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination.
    5. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
  9. Limitation of liability
    1. Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
      2. fraud or fraudulent misrepresentation;
      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
      4. any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
    2. Subject to clause 9.1:
      1. the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
      2. 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, shall in no circumstances exceed the price of the Products.
  10. Force majeure
    Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for four weeks, the party not affected may terminate this Contract by giving seven days written notice to the affected party.
  11. General
    1. Assignment and other dealings.
      1. The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
      2. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
    2. Entire agreement.
      1. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
    3. Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    4. Waiver. 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 prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    5. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
    6. Notices.
      1. 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 party 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 or other next working day delivery service, commercial courier, or fax or email.
    7. Third party rights. No one other than a party to this Contract shall have any right to enforce any of its terms.
    8. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
    9. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
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