These terms and conditions (“Terms”) are the Terms that apply to the supply of Goods and provision Services by Fenco Group Ltdtrading as V- TUF,company registration number 09499759, whose registered office is at Unit 5 Chris Sharpe Building, Till Bridge Lane, Scampton, Lincoln, LN1 2SX (“V-TUF/We/Us/Our/Ours”) 1. Interpretation
In these Conditions these definitions shall apply:
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. Confidential Information: any and all information and data of a confidential or proprietary nature in whatever form and on whatever media (whether written, oral, visual, electronic, magnetic or other media) which includes: commercial, financial, business, customer, supplier, marketing, third party, technical or other information (including, inventions, ideas, designs, formulae, strategies, software, know-how and trade secrets); the fact that discussions are taking place concerning this Contract; any information which at the time of disclosure is or should be regarded as confidential or proprietary having regard to the nature of the information and the circumstances of the disclosure; and any information, findings, data or analysis derived from the matter mentioned. For the avoidance of doubt this shall include any of Our Customers’ confidential information. Customer/You/Your/Yours: the person, business, company or organisation to whom We agree to supply the Goods and/or Services. Data Protection Legislation:the UK General Data Protection Regulation (“UK GDPR”) and the Data Protection Act 2018 as amended or updated from time to time, and any successor legislation to the UK GDPR or the Data Protection Act 2018 and all other applicable statutes, directives, or regulations which may supplement, amend, or replace them and relate to data privacy. Deliverables: any documents, products and materials created or developed by Us or on Our behalf as part of or in connection with the provision of the Services. Delivery Date: shall be the date set out in the Order Acknowledgement. Delivery Location:the address or addresses for delivery of the Goods or provision of Services as set out in the Order Acknowledgement or such other address as agreed by Us. Force Majeure Event: means an event beyond Our reasonable control including strikes, lock-outs, other industrial disputes (whether involving Our workforce or that of any other party), failure of a utility service or transport network, act of God, epidemic or pandemic, accident, war, riot, civil commotion, act of terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, transport delays, explosion, storm, difficulty obtaining supplies or default of suppliers or subcontractors. Goods:the goods and related accessories, spare parts and documentation and other physical material set out in the Order Acknowledgement. Goods Specification: any specification for the Goods agreed in writing by Us. Insolvency Event means if You go into liquidation or a winding up petition is presented in respect of You (other than for the purpose of a solvent bona fide reconstruction) and such petition is not discharged within 7 days of its presentation or an order is made for the appointment of an administrator or documents are filed for the appointment of an administrator or notice of intention to appoint an administrator is given by You, Your directors or a qualifying floating charge holder, or a receiver or administrative receiver is appointed over the whole or any part of the assets of Your business or You propose to enter or make any arrangement or composition with Your creditors or make an application to a court for the protection of your creditors in any way, are otherwise unable to pay Your debts (within the meaning of any relevant insolvency law) or are the subject of any similar event in any jurisdiction; Intellectual Property Rights: patents, copyright, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, know-how and trade secrets and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, 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. Mandatory Policies: Our policies and codes of conduct relating to such things as anti-bribery, modern slavery, ethics, corporate and social responsibility as notified by Us to You from time to time. Order: mean Your purchase order. Order Acknowledgement: means the email that we send you acknowledging Your Order and incorporating these terms and conditions. Payment Terms: all Goods and Services must be paid for in full prior to delivery unless other payment terms (such as credit terms) have been agreed in writing by Us. Person: includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). Price: shall be the price specified in the Order. Quotation: shall mean the written quotation that We supply to You detailing the price of the Goods or Services. Services: the services, including any Deliverables, set out in the Order and accepted by Us in Our Order Acceptance. Services Commencement Date: shall be the date set out in the Order and accepted by Us in Our Order Acceptance.
Clause and Schedule headings will not affect the interpretation of this Agreement.
Unless the context otherwise requires, words in the singular include the plural and in the plural, include the singular.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.5 Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms
Basis of Contract
2.1 Orders for Goods and/or Services placed with Us may be placed in writing, by telephone or by email, but in all cases will be subject to Our written acceptance. The contract between You and Us will become legally binding only when We have sent You an Order Acknowledgement. All accepted orders will be deemed to incorporate these terms and conditions and will form the "Contract" with You. 2.2 The Contract overrides any other previous statements, promises, representations and undertakings given or made by Us in relation to the subject matter of the Contract which are not set out in the Contract including brochures, on our websites, specifications and advertising and the Contract excludes all such items and all other terms not set out in the Contract, including those implied by trade and/or custom and practice (and You acknowledge and agree that You have not relied on the same). 2.3 Quotations provided by Us (whether written or oral) do not constitute offers and are subject to withdrawal without notice and will automatically lapse 7 days after the date of the quotation unless We agree otherwise. 2.6 We reserve the right to make changes to the Goods and/or Services so that We may comply with any applicable law or safety requirements, or which do not materially affect the nature or quality of the Goods and/or Services. 2.7 Where We supply demonstration Services to You, We may suggest Goods and/or Services that We feel may be suitable for Your needs. We do so in good faith and We do not accept any liability in respect of this. 2.8 Where We undertake market research, We do so in order to understand the market and to suggest solutions to Our customers, this service is offered in good faith and We do not accept liability in respect of this. 3. Price
The price for the Goods and/or Services will be as specified on the written Quotation that We give You. All prices exclude delivery which will be itemised separately
VAT will be charged based on the price, at the rate applying at the time of delivery of the Goods and/or performance of the Services.
Where You require delivery to more than one address or to any location outside of the UK mainland this will incur additional delivery charges.
The price excludes all other taxes which may be applicable, and You shall pay any such tax in addition to the price.
Where We supply Goods or Services in accordance with Your specifications, drawings, instructions or design outputs ("Specification"), You shall ensure that the Specification is in writing, is accurate and is provided in good time in order for Us to fulfil Our contractual obligations to You.
Without prejudice to Your obligations and liability under clause 4.1, where We provide any design in relation to the Goods or Services you must check and confirm that Your instructions have been interpreted correctly and, in such instances, We may request that You sign and return a copy of the Specification to confirm that You have ensured that the agreed design meets Your Specification or requirements. You acknowledge and agree that no further Services will be provided, and no Goods delivered in accordance with Your Order until We have received the returned signed copy of the Specification. We shall have no liability for errors in any Specification or details supplied and/ or approved by You.
5. Intellectual Property Rights
The Intellectual Property Rights in any materials, Software and/or equipment, in whatever form, existing prior to the entering into of a Contract, or developed solely by one party entirely independently and unrelated to the Contract, shall be owned by the developing party.
The Intellectual Property Rights in any materials, Software and/or equipment, including drawings, designs, specifications or data, developed or produced by Us in pursuance of a Contract shall remain vested in Us unless specifically agreed otherwise in writing by Us prior to entering into the Contract.
6. Cancellation 6.1 We may suspend or cancel the Contract or any part of it, by giving You notice if: 6.1.1 You fail to pay Us any money when due (under the Contract or otherwise); or 6.1.2 You suffer an Insolvency Event. 6.2 You may only cancel the Contract or any part of it if We agree in writing and, in such circumstances, You shall pay to Us the sums due for costs incurred up to cancellation, including: 6.2.1 any material, processing and manufacturing costs incurred by Us up to the date of termination; 6.2.2 the price of any specialist non-stock Goods or bespoke Goods that We have obtained, adapted or modified for You; 6.2.3 costs of failed delivery attempts; and 6.2.4 any other costs related to the Contract which We have incurred which are notified by Us to You. 7. Return of Goods
We may, at Our sole discretion, accept the return of Goods from You:
7.1.1 if We have expressly agreed to do so in writing; 7.1.2 if the Goods are a standard stock item when You request the return; 7.1.3 on payment of Our re-stocking charges; and 7.1.4 in all cases, where the Goods are as fit for sale on their return as they were on delivery. This clause 7 does not affect any legal rights that You might have under this Contract or otherwise and is not intended to replace those rights. 8. Delivery
We shall use Our reasonable endeavours to meet any performance dates and times specified in the Contract but any such dates and times including all delivery times are estimates only and time shall not be of the essence for delivery of Goods and/or performance of the Services.
8.2 If You accept delivery of the Goods or performance of the Services after any estimated delivery or performance time given by Us, delivery or performance will be deemed to have been in accordance with the Contract.
We may deliver the Goods in instalments. Each instalment is to be treated as a separate contract.
If delivery does not take place because You are at fault or for reasons beyond Our control, We may charge You for any wasted time and costs incurred by Us in respect of the failed delivery and We may store and insure the Goods at Your expense. We will use reasonable endeavours to attempt to deliver the Goods, but We have the right to sell them after a period of 14 days has passed since the original delivery attempt. We may recover from the proceeds of such sale, Our costs of storage and insurance, Our costs of attempting to deliver the Goods together with the unpaid balance of the sale price of those Goods as at the day of failed delivery. In the event that the sale proceeds are insufficient to cover the costs and sale price, We may invoice You for the shortfall.
Neither We nor Our carriers shall be responsible for unloading the Goods at Your premises.
8.6 We may decline to deliver the Goods if We or Our carrier believe, that it would be unsafe, unlawful or unreasonably difficult to do so or the premises, or the access to them, are unsuitable for the delivery vehicle. Any unforeseen additional costs resulting from any requirement to make repeated or abortive delivery attempts as a result of delivery issues may be invoiced separately and must be paid for by You in accordance with clause 9.
Delivery will be deemed to have taken place either at Our premises when You collect the Goods or at the agreed delivery address, when You have unloaded the Goods or at the place where We supply the Services.
We will give You notice of the planned delivery date of the Goods and Services. If you cancel the delivery or request an alternative delivery date less than two business days prior to the planned delivery date, We shall be entitled to charge You for any costs incurred in rearranging the delivery.
9. Payment and Credit Terms
Subject to clause 9.2, You shall pay Us the price quoted for the Goods and/or Services (as applicable) in accordance with Our invoice, in cleared funds, on or before delivery of the Goods and/or performance of the Services (as applicable). If you fail to do so, We may decline to deliver the Goods and/or perform the Services.
We may require a deposit to be paid, in advance of the supply of any Goods and/or provision of Services and may at any time during the performance of the contract request that payment be made by instalments.
We may allow You to have an approved credit account with Us and this will be on such terms as We specify. The credit account terms ,unless We agree otherwise, shall require You to pay the price quoted by the method agreed by Us no later than the end of the month following the month of delivery of Goods/performance of Services (as applicable). Some of the Goods supplied by Us may require proforma or stage payments and would not be covered by Our credit facilities. We will notify You of this at the time You place Your Order with Us.
We may in Our absolute discretion, decline any application for a credit account and We are not obliged to give any reason for such decision.
In the event that We agree credit terms with you, We may, in Our absolute discretion, and without liability to You, at any time and without notice:
9.5.1 withdraw Your credit account; 9.5.2 reduce your credit limit or 9.5.3 bring forward Your due date for payment.
By placing an order with Us or applying for a credit account, You:
9.6.1 consent to Us carrying out such credit referencing and other due diligence as We consider appropriate on an ongoing basis; and 9.6.2 agree that You shall, at Our request, provide all information reasonably requested by Us in relation to Your creditworthiness.
If you fail to pay Us in full in accordance with clause 9.1,9.2 or 9.3 (as applicable):
9.7.1 We may suspend or cancel future deliveries of Goods and/or provision of Services under any Contract;
We may cancel any discount offered to You; and
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