1.1 VIP means Valves Instruments Plus (registered number 1909945) Limited of "VIP House" Chaddock Lane, Astley. Manchester, M29 7JT and its associated group companies, of which www.vip-bathrooms.com is a part. VIP’s obligations under these conditions may be fulfilled through any member of its group. Our main trading address is VIP House, Chaddock Lane, Astley, Manchester M29 7JT and our VAT number is 408287639.
1.2 You means the person, firm or company or other immediate customer to whom VIP supplies or agrees to supply any product or other item in ordinary course of business and the expression "your" shall have a corresponding meaning.
1.3 Conditions means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by you and VIP.
1.4 Goods means the articles which you agree to buy from VIP.
1.5 Order means an offer by you, and accepted by VIP (pursuant to clause 3.1) to purchase Goods from VIP, howsoever made.
1.6 Price means the price for the Goods excluding carriage, packing, insurance and VAT.
2. Conditions Applicable
2.1 These terms and conditions of sale (“Conditions of Sale”) shall apply to all contracts for the sale of Goods by VIP to you to the exclusion of all other terms and conditions including any terms or conditions which you may purport to apply under any purchase order, confirmation of order, receipt or other document.
2.2 All orders for Goods will be deemed to be an offer by you to purchase Goods pursuant to these conditions and the contract shall come into existence when you place an order which is accepted by VIP.
2.3 Any variation to these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by VIP.
2.4 VIP’s employees or agents are not authorised to make any representation concerning Goods unless confirmed by VIP in writing. In entering into the contract you acknowledge that you do not rely on any such representation that is not so confirmed.
2.5 All descriptions and illustrations of Goods contained in any of VIP's catalogues, web-sites, price-lists or other promotional materials are intended to present general information only about Goods and none of them shall form part of your contract with VIP.
2.6 In the event of non-payment or late payment by you of any sum due to VIP under these Conditions of Sale if VIP undertake any legal or other action to recover any sum due from you to VIP you agree to payVIP on demand and on an indemnity basis, any and all legal, banking, agent or other expenses whatsoever incurred by VIP in relation to recovery of those sums.
2.7 VIP reserves the right at its discretion to:
2.7.1 decline to accept any order by you; or
2.7.2 accept any order only on the basis of pre-payment by you of such deposit against the Price as VIPmay require.
3. How the Contract is Formed Between You and VIP
3.1 All orders are subject to acceptance by VIP. Your order will be accepted by VIP on the earlier of, delivery of the Goods by VIP in accordance with clause 6, or when VIP sends you an email, or telephonesyou to confirm that the Product has been dispatched (the Order Confirmation). For the avoidance of doubt, when you place an order by means other than online, we may not always acknowledge your order. The contract between us will only be formed when VIP delivers the Goods to you in accordance with clause 6, or when VIP sends you the Order Confirmation.
3.2 Each Order and the contract for the same between us will relate only to those Goods whose dispatch VIPhas confirmed in the Order Confirmation. VIP will not be obliged to supply any other Goods which may have been part of your order until the dispatch of such Goods has been confirmed in a separate Order Confirmation.
4. The Price and Payment
4.1 All Prices quoted are exclusive of VAT which is due at the rate ruling on the date of the VIP invoice, unless specifically stated otherwise..
4.2 Payment of the Price and VAT shall be due at time of purchase. No goods shall be provided until payment in full has been received by VIP.
5.1 The quantity and description of Goods shall be as set out in the Order Confirmation.
5.2 You are responsible to VIP for ensuring the accuracy of the terms of any Order Confirmation including any applicable specifications submitted by you and for giving VIP any necessary information relating to Goods within a sufficient time to enable VIP to perform a contract in accordance with its terms.
5.3 No Order which has been accepted by VIP may be cancelled by you except with the written agreement of VIP on terms that you fully indemnify VIP against all losses, including but not limited to loss of profit, re--stocking costs, costs of all labour and materials, damages, charges and expenses incurred by VIP as a result of the cancellation.
6. Delivery, Installation and Assembly
6.1 Delivery of Goods shall be made by our Suppliers on behalf of VIP, delivering Goods to the address set out in the Order Confirmation.
6.2 You agree to make all arrangements necessary to take delivery of Goods whenever they are tended for delivery. Time for delivery shall not be of the essence unless previously agreed by VIP in writing. Goods may be delivered by VIP in advance of the quoted delivery date upon giving reasonable notice to you.
6.3 Any date quoted for delivery of Goods is approximate only and VIP shall not be liable for:
6.3.1 Delay in delivery or non-delivery of Goods howsoever caused;
6.3.2 Damage or consequential loss, direct or indirect of whatever nature, economic or otherwise and howsoever caused, suffered by you in respect of such delay in delivery or non-delivery.
6.4 Where delivery of Goods is to be made in bulk, VIP reserves the right to deliver up to 5% more or 5% less than the quantity ordered without any adjustment in the price and the quantity so delivered shall be deemed to be the quantity ordered.
6.5 Where Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by VIP to provide any one or more of the instalments in accordance with these conditions or any claim by you in respect of any one or more instalments shall not entitle you to treat the other contracts as repudiated or make any claim in respect of such other contracts.
6.6 If you fail to take delivery of Goods or fail to give VIP adequate delivery instructions otherwise than by reason of any cause beyond your reasonable control or by reason of VIP’s fault, then, without prejudice to any other right or remedy available to VIP, VIP may:
6.6.1 Store Goods until actual delivery and charge you for the reasonable costs, including insurance, and/or storage; or
6.6.2 Sell Goods at the best price readily obtainable and after deducting all reasonable storage and sale expenses, account to you for the excess over the price under the contract with VIP or charge you for any shortfall below the Price of the contract with VIP.
For more information about Deliveries, please see our Deliveries & Returns document.
7. Title and Risk
7.1 Risk of damage to or loss of Goods shall pass to you:
7.1.1 In the case of Goods to be delivered at VIP premises, at the time when VIP delivers to you or notifies you Goods are available for delivery or collection; or
7.1.2 In the case of Goods to be delivered otherwise than at VIP premises, at the time of delivery or if you fail to take delivery of Goods, at the time when VIP has tendered delivery of Goods.
7.2 Notwithstanding delivery and the passing of risk in Goods or any other provision of these conditions, the property in Goods shall not pass to you until VIP has received in cash or cleared funds payment in full of the price of Goods and any and all other Goods agreed to be sold by VIP to you for which payment is then due.
7.3 Until such time as property in Goods passes to you:
7.3.1 You shall hold Goods as VIP's fiduciary agent and bailee and keep Goods separate from those of your own and third parties and properly stored, protected and insured and identified as VIP property, but you are entitled to use Goods in the ordinary course of your business, including reselling the Goods before ownership has passed to you solely on the following conditions:
i) Any sale shall be effected in the ordinary course of your business at full market value; and
ii) Any such sale shall be a sale of VIP’s property on your own behalf and you shall deal as principal when making such a sale.
7.3.2 Provided Goods are still in existence and have not been resold, VIP shall be entitled at any time to require you to deliver up Goods to VIP and if you fail to do so forthwith to enter upon your premises or those of any third party where Goods are stored and repossess the same.
7.4 You will not pledge or in any way charge by way of security for any indebtedness Goods which remain the property of VIP (without first obtaining VIP’s written permission), but without prejudice to the foregoing, if you do so, all monies owing by you to VIP shall, without prejudice to any other right or remedy of VIP forthwith become due and payable.
8.1 You hereby agree that Goods are not at any time supplied "on approval".
8.2 VIP will not under any circumstances accept the return of the following:
8.2.1 Goods comprising manuals, reading material or similar publication material; or
8.2.2 Goods from which packaging has been removed or damaged by you without the prior written agreement of VIP and until such time as you have paid in full any re-stocking charge and/or other expense reasonably incurred by VIP as a result of delivery of and return of such Goods to VIP.
8.3 You agree that VIP shall be under no obligation to accept the return of Goods nor to credit to you the Price of Goods save in the following circumstances:
8.3.1 Goods have been damaged in transit; or
8.3.2 Goods are the subject of a genuine and reasonable complaint as to the quality of the same; and
8.3.3 You have notified VIP in writing of such complaint within 7 days of delivery.
For more information about Returns, please see our Deliveries & Returns document.
9. Insolvency of Customer & Termination
9.1 If you make a voluntary arrangement with your creditors or become bankrupt or go into liquidation or become subject to an administration order or a receiver is appointed over any of your assets or property, oryou cease or threaten to cease to carry on business or VIP reasonably believes that any of the above is about to occur, then without prejudice to any other right or remedy, VIP may cancel the contract or suspend further deliveries without any liability to you and the Price for any Goods delivered but not paid for shall become immediately due and payable notwithstanding any previous arrangement with VIP.
9.2 VIP shall be entitled (without prejudice to any of its legal rights and remedies against you and without liability for breach of contract or consequential loss to you) by written notice to you,to terminate any contract between VIP and you and/or to suspend delivery forthwith:
9.2.1 Should any sums owed to VIP by you be overdue for any reason whatsoever;
9.2.2 Should you have breached the provisions of these Conditions of Sale and/or any other contract between VIP and you or if any of the events referred to in clause 9.1 occur.
10. Warranties and Liability For Defects
10.1 All warranties, conditions or terms relating to fitness for purpose, satisfactory quality, or condition of Goods, whether implied by statute or common law or otherwise, (save for the conditions implied by section 12 of the Sale of Goods Act 1979 (good title and no encumbrances)) are to the fullest extent permitted by law excluded from the contract and you agree and accept that VIP makes no warranty or representation as to the suitability or fitness for your intended purpose of the Goods.
10.2 Nothing in these Conditions of Sale shall exclude and/or limit VIP’s liability:
10.2.1 For death or personal injury caused by VIP’s negligence;
10.2.2 For fraud or fraudulent misrepresentation;
10.2.3 For any matter for which it would be illegal or unlawful for VIP to exclude, or attempt to exclude its liability.
10.3 To the extent that you are not already so entitled and to the extent permitted by law or any contractual obligation to which VIP is subject, VIP will upon written request but at your cost and upon such other terms as VIP shall in its absolute discretion think fit, assign to you the benefit of any balance of any manufacturer's warranty in the Goods that is vested in VIP.
10.4 You rely on your own skill and judgement as to the sufficiency, capacity and performance of the Goods supplied by VIP and as to the suitability of the Goods for the purpose you intend for or require of the Goods and agree that VIP shall not be responsible for any failure of the Goods attributable to your failure to comply with any manufacturer's installation or user instructions and hereby agree to indemnify VIP against all losses, claims, proceedings or demands whatsoever arising either directly or indirectly from your failure to fully comply with any manufacturer's installation or user instructions.
10.5 Subject to clauses 9.1 and 9.2:
10.6 VIP’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with or under these Conditions of Sale or any contract for Goods made pursuant to these Conditions of Sale shall be limited to the Price of the Goods.
10.6.1 VIP shall not be liable to you for loss of profit, loss of business or depletion of goodwill, in each case whether direct, indirect, or consequential or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the contract and shall not be liable for any claim and/or loss whatsoever arising from use of the Goods outside the United Kingdom.
All notices given by you to VIP must be given to VIP at the registered office address and/or to email@example.com. VIP may give notice to you at either the e-mail or postal address you provide to VIP when placing an order. Notice will be deemed received and properly served immediately when posted on VIP’s website, 24 hours after an email is sent, or three days after the date of posting any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
12. Transfer of Rights and Obligations
12.1 The contract between you and VIP is binding on you and VIP and on our respective successors and assigns.
12.2 You may not transfer, assign, charge or otherwise dispose of a contract, or any of your rights or obligations arising under it, without VIP’s prior written consent.
12.3 VIP may transfer, assign, charge, sub-contract or otherwise dispose of a contract, or any of VIP’s rights or obligations arising under it, at any time during the term of the contract.
13. Force Majeure
VIP shall not be liable for any failure to carry out any obligation falling upon VIP to the extent that such failure is due to force majeure which shall mean an event or circumstance, beyond VIP’s reasonable control, including but not limited to an act of war or other outbreak of hostilities (whether or not involving the United Kingdom and whether or not war is declared) terrorism, national emergency, strikes, lock-outs, trade or other disputes or labour difficulties, breakdowns or transport delays, accidents, explosions, fire, flood, drought, tempest, abnormal or adverse weather conditions, shortage of materials or components, or absence of any permit licences, consents or otherwise.
14. No Implied Warranties
Each of the parties acknowledges that, in entering into any dealing under these terms, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.
15. Law And Jurisdiction
These Conditions of Sale and any contracts arising from them are subject to the law of England and Wales. Any dispute arising from, or related to, such contracts shall be subject to the exclusive jurisdiction of the courts of England and Wales.