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Terms and Conditions

1. Interpretation

  • “Buyer” means the person, firm, or company who accepts a quotation from the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.
  • “Seller” means VCSP, a company registered in UK with registration number 14705233 and whose registered office is at VCSP, Unit 2, Britannia Business Park, Stourport Road, Kidderminster, DY11 7PW.
  • “Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Buyer and the Seller.
  • “Confidential Information” means all information of a confidential or proprietary nature (including but not limited to information imparted orally) relating to the Goods and processes revealed to or learned by the Buyer at any time from the Seller.
  • “Contract” means the contract for the purchase and sale of the Goods, incorporating these Conditions.
  • “Goods” means the vibratory conveyors or other equipment (including any instalment of the goods or any part of them) that the Seller is to supply in accordance with the Conditions, and, where the context so permits, includes any services that the Seller is to provide in accordance with the Conditions.
  • “Intellectual Property” means any patent, copyright (including any rights in any computer software), database right, moral right, registered design or other design rights, trade mark, topography right, service mark, business name, domain name, know-how, utility model or, where relevant, any application for any such right or any other rights in respect of any other industrial or intellectual property, whether registrable or not and wherever existing in the world and all rights to apply for any of the foregoing rights;
  • “Specification” includes drawings, plans, samples, notes, models, calculations, and descriptions relating to the Goods.
  • “Writing” includes facsimile transmission, electronic mail and comparable means of communication.
  • “Consequential Loss” means the following types of loss whether arising from negligence, breach of contract or otherwise: (a) loss of profits, revenue or other types of economic loss; (b) loss of business or contracts; (c) loss of anticipated savings or goodwill; (d) losses arising from loss of data; (e) any consequential, special or indirect losses; or (f) any losses arising from any claim by a third party for any of the above types of loss.

2. Basis of Sale

  • 2.1 These Conditions shall govern the Contract to the exclusion of any other terms and conditions put forward by the Buyer.
  • 2.2 Quotations are invitations to treat and are valid for 30 days unless withdrawn. Orders placed by the Buyer are subject to acceptance by the Seller.
  • 2.3 No variation to these Conditions shall be binding unless agreed in Writing and signed by a duly authorised representative of the Seller.
  • 2.4 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing.
  • 2.5 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk
  • 2.6 All Drawings, descriptive matter, specifications and advertising issued by the Seller and any descriptions, details or illustrations contained in the Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them and they will not form part of the Contract unless otherwise agreed in Writing.
  • 2.7 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. Orders and Specifications

  • 3.1 The Buyer is responsible for ensuring the accuracy and completeness of its order and any applicable Specification.
  • 3.2 The Seller’s acceptance of the Buyer’s order will take place when the Seller emails the Buyer to accept it, at which point a contract will come into existence between the Seller and the Buyer.
  • 3.3 If the Seller is unable to accept the Buyer’s order, the Seller will inform the Buyer of this in Writing and will not charge the Buyer for the Goods.
  • 3.4 The Seller will assign an order number to the Buyer’s order and tell the Buyer what it is when the Seller accepts the Buyer’s order.
  • 3.5 The Buyer shall be solely responsible for the accuracy of the Buyer’s designs, Drawings, specifications and other data supplied to the Seller by the Buyer or the Buyer’s employees or agents and in conformity with which the Seller is to manufacture the Goods even if the Seller examines, inspects, studies or comments to the Buyer upon any such designs, Drawings, specifications or other data.
  • 3.6 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s acceptance or if none the Seller’s quotation.
  • 3.7 All dimensions quoted are nominal only.
  • 3.8 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss (including Consequential Loss), damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any Intellectual Property rights of any other person which results from the Seller’s use of the Buyer’s specification.
  • 3.9 The Seller shall not be obliged to provide test or performance certificates unless agreed in Writing. Any costs incurred in carrying out such testing or inspection shall be paid by the Buyer in addition to the price of the Goods.
  • 3.10 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety, statutory or regulatory requirements or which do not materially affect their quality or performance.
  • 3.11 No order, Drawing or specification may be amended varied or cancelled by the Buyer except with the agreement in Writing of the Seller (acting by a director of the Seller only) and provided that the Buyer shall indemnify the Seller in full against all loss (including Consequential Loss), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of such amendment, variation or cancellation. The Seller is not bound to agree to any such amendment, variation or cancellation and may complete such order even if the Buyer purports to amend, vary or cancel it.
  • 3.12 Unless otherwise stated Goods which are stated to be available “ex-stock” (or an equivalent term) are subject to availability.
  • 3.13 Any sample supplied by the Seller is supplied only to give the Buyer a general indication of the quality, colour and/or type thereof and will not constitute a subsequent sale by sample.
  • 3.14 If the Seller’s performance of the Contract is suspended following the Seller’s acceptance of a request from the Buyer or is delayed through the Buyer’s default (including, without limitation, lack of, incomplete or incorrect instructions or refusal to collect or accept delivery of the Goods), the Seller shall be entitled to and the Buyer shall immediately make payment in accordance with the Contract for any part of the Goods which were already despatched to the Buyer or were ready for despatch or were being manufactured prior to the suspension or delay and for any other additional costs that the Seller incurs, including storage, insurance and interest, as a result of such suspension or delay provided that:
    • 3.14.1 if the Buyer fails to collect or accept delivery of the Goods or any part of them within 14 days of written notification from the Seller that the Goods are ready for collection or delivery, the Seller will be entitled (without prejudice to the Seller’s other remedies under the Contract for such breach) to sell the Goods and to apply the proceeds of sale (if sold) towards payment of all outstanding sums owned by the Buyer to the Seller under the Contract; and
    • 3.14.2 the Seller shall store the Goods at the Buyer’s risk from the date upon which they are ready for despatch.
    • 3.14.3 Equipment left at the factory after the agreed-upon pick-up date will be subject to a £1,000 per day storage fee.
    • 3.14.4 Goods left at the factory after the agreed pick-up date will be considered as abandoned property after 14 days have lapsed.
    • 3.14.5 The seller reserves the right to sell, dispose of, or remove abandoned equipment.
    • 3.14.6 The Buyer may be responsible for any costs associated with the removal, disposal, or sale of abandoned equipment.
    • 3.14.7 The buyer has the right to charge storage fees until the equipment is removed or disposed of.

4. Price and Payment

  • 4.1 The price for the Goods shall be as stated in the Seller’s quotation or price list in effect at the time of acceptance of the order.
  • 4.2 Prices are exclusive of VAT and any other applicable taxes, duties, or levies, which shall be paid by the Buyer.
  • 4.3 Payment shall be made using the terms set out in the Seller’s invoice and quotation, unless otherwise agreed in Writing.
  • 4.4 The Seller reserves the right to charge interest on overdue amounts at a rate of 8% per annum above the base lending rate of our bank.
  • 4.5 The Seller takes all reasonable care to ensure that the price of the Goods advised to the Buyer is correct. It is always possible that, despite the Seller’s best efforts, some of the Goods may be incorrectly priced. The Seller will normally check prices before accepting the Buyer’s order so that, where the Good’s correct price at the Buyer’s order date is less than the Seller’s stated price at the Buyer’s order date, the Seller will charge the lower amount. If the Good’s correct price at the Buyer’s order date is higher than the price stated, the Seller will contact the Buyer for the Buyer’s instructions before it accepts the Buyer’s order. If the Seller accepts and processes the Buyer’s order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Buyer as a mispricing, the Seller may end the Contract, refund the Buyer any sums paid and require the return of any Goods provided.

5. Delivery

  • 5.1 Delivery shall take place at the location specified in the Buyer’s order or as otherwise agreed in Writing.
  • 5.2 Any dates quoted for delivery are approximate only, and the Seller shall not be liable for any delay in delivery.
  • 5.3 The Seller may make delivery of the Goods in instalments. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated or to refuse to accept subsequent instalments.
  • 5.4 The Seller shall not be liable for any loss (including Consequential Loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Seller’s negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract.
  • 5.5 The Seller shall only be liable for any non-delivery of Goods (even if caused by the Seller’s negligence) if the Buyer gives written notice to the Seller within 7 days of the date when the Goods would, in the ordinary course of events, have been delivered.
  • 5.6 If the Buyer gives notice to the Seller in accordance with Clause 9.7, the liability of the Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time, issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods or the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
  • 5.7 If the Buyer fails to take delivery of the Goods when they are ready for delivery or the Seller is unable to deliver the Goods on time because the Buyer has not provided adequate delivery instructions, documents, licences or authorisation then the Goods shall be deemed to have been delivered, risk passing to the Buyer and, without prejudice to any other right or remedy available to the Seller, the Seller may: (a) store the Goods until actual delivery and charge the Buyer for all related costs and expenses (including, without limitation, storage and insurance); or (b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall below the Contract price.
  • 5.8 The Buyer will provide at its expense and at the Delivery Location adequate and appropriate equipment and manual labour for loading the Goods.
  • 5.9 The Buyer shall be deemed to have accepted the Goods as being in accordance with the Contract unless: (a) within 14 days of the date of delivery of the Goods, the Buyer notifies the Seller in Writing of any defect or other failure of the Goods to conform with the Contract (which would be apparent upon reasonable inspection and testing of the Goods within 14 days); or (b) the Buyer notifies the Seller in Writing of any defect or other failure of the Goods to conform with the Contract within a reasonable time where the defect or failure would not be so apparent within 14 days of the date of delivery, failing which the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

6. Risk and Title

  • 6.1 The Goods are at the risk of the Buyer from the time of delivery.
  • 6.2 Ownership of the Goods shall not pass to the Buyer until the Seller has received payment in full of all sums due in respect of the Goods and all other sums which are or which become due to the Seller from the Buyer on any account.
  • 6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall: hold the Goods on a fiduciary basis as the Seller’s bailee; store the Goods separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property; maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
  • 6.4 The Buyer’s right to possession of the Goods shall terminate immediately if any of the circumstances in Clause 10 occur.

7. Warranty

  • 7.1 The Seller warrants that the Goods will be free from defects in material and workmanship for a period of 12 months from the date of delivery (the “Warranty Period”).
  • 7.2 The Seller shall not be liable for a breach of the warranty in clause 7.1 unless: (a) the Buyer gives written notice of the defect to the Seller within 7 days of discovering the defect; and (b) the Seller is given a reasonable opportunity of examining such Goods.
  • 7.3 The Seller shall not be liable for a breach of the warranty in clause 7.1 if: (a) the Buyer makes any further use of such Goods after giving such notice; or (b) the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or (c) the Buyer alters or repairs such Goods without the written consent of the Seller.
  • 7.4 Subject to clause 7.2 and clause 7.3, if any of the Goods do not conform with the warranty in clause 7.1 the Seller shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Seller so requests, the Buyer shall, at the Buyer’s expense, return the Goods or the part of such Goods which is defective to the Seller.
  • 7.5 If the Seller complies with clause 7.4 it shall have no further liability for a breach of the warranty in clause 7.1 in respect of such Goods.
  • 7.6 the warranty will be invalid if any modifications are made to the conveyors

8. Limitation of Liability

  • 8.1 The following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of: (a) any breach of these Conditions; (b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and (c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
  • 8.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
  • 8.3 Nothing in these Conditions excludes or limits the liability of the Seller: (a) for death or personal injury caused by the Seller’s negligence; or (b) for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or (c) for fraud or fraudulent misrepresentation.
  • 8.4 Subject to clause 8.2 and clause 8.3: (a) the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and (b) the Seller shall not be liable to the Buyer for any Consequential Loss.

9. Intellectual Property

  • 9.1 The Intellectual Property in all Drawings, jigs, fixtures, samples or other tooling prepared manufactured or supplied by the Seller shall vest in and remain with the Seller and the Buyer undertakes that it shall not disclose to any other person or use the same other than for the purposes of the Contract and that it shall at the request of the Seller at any time immediately deliver the same to the Seller together with all copies thereof in its possession or control.
  • 9.2 The Buyer shall indemnify the Seller against all loss or damage to the Seller’s tangible property which is at any time in the Buyer’s possession or control.
  • 9.3 Any damage to or loss of free issue material supplied by the Buyer to the Seller for the purpose of the manufacture of the Goods shall remain at the Buyer’s risk notwithstanding that the property in such free issue material shall pass to the Seller until such time as the property in the Goods shall pass to the Buyer in accordance with Clause 10.1.

10. Termination

  • 10.1 The Seller may terminate the Contract immediately by giving written notice to the Buyer if: (a) the Buyer fails to pay any sum due under the Contract on the due date for payment; (b) the Buyer becomes bankrupt or insolvent or enters into any arrangement with its creditors; or (c) the Buyer ceases to carry on business.
  • 10.2 The Buyer’s right to possession of the Goods shall terminate immediately if any of the circumstances in clause 10.1 occur.
  • 10.3 The Seller shall be entitled to recover the Goods if the Contract is terminated under clause 10.1.
  • 10.4 Termination of the Contract shall not affect any rights or remedies of the Seller that have accrued up to the date of termination.

11. Confidentiality

  • 11.1 The Buyer shall keep confidential all Confidential Information disclosed by the Seller and shall not use such information for any purpose other than the performance of the Contract.

12. Force Majeure

  • 12.1 The Seller shall not be liable for any failure to perform its obligations under the Contract if such failure is due to any cause beyond its reasonable control.

13. Governing Law and Jurisdiction

  • 13.1 These Conditions and the Contract shall be governed by and construed in accordance with the laws of UK.
  • 13.2 The parties irrevocably agree that the courts of UK shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or the Contract.

14. Severability: If any provision of the Contract is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.