VENRIDGE LIMITED
(trading as Virbis)
Terms and Conditions of Business
(2006 Edition)
1.1 In these Conditions:-
“Buyer” means the person, firm or company who
accepts Virbis’ quotation for the sale of the Goods
and/or provision of the Services or whose order for the Goods
and/or Services is accepted by Virbis.
“Virbis” means Venridge Limited trading as
Virbis.
“Conditions” means the terms and conditions
set out in this document.
“Contract” means the contract for the supply
of the Goods and/or the provision of the Services incorporating
these Conditions.
“Goods” means the hardware, software or other
goods (including any instalment or any parts or components
for them) to be supplied in accordance with these Conditions.
“Services” means installation and/or commissioning
of any of the Goods and/or consultancy or other services
which are to be provided in accordance with these Conditions.
2.1 Unless otherwise expressly agreed in writing signed
by a Director of Virbis these Conditions shall govern all
contracts between Buyer and Virbis for the sale of Goods
and (where applicable) the supply of Services. No condition,
warranty or other term which Buyer may seek to impose shall
apply.
2.2 These Conditions shall have effect in place of any other
terms and conditions of sale which may have been previously
notified to Buyer by Virbis.
2.3 Virbis reserves the right to make any changes to the
specification of the Goods and/or Services which do not materially
affect their quality or performance.
2.4 All designs, drawings, descriptive matter, weights,
dimensions, specifications, brochures, catalogues and all
advertising matter are approximate and by way of identification
only, and are intended merely to present a general idea of
the goods and/or services described therein and shall not
form part of any contract, or give rise to any independent
or collateral liability of any kind.
2.5 Where Virbis designs or develops the Goods to meet Buyer's
requirements all intellectual property rights in the Goods
shall belong to Virbis.
3.1 The price for the Goods and any Services shall be Virbis’ quoted
price as at the date of despatch or such other price agreed
in writing by Virbis. Unless otherwise agreed in writing
by Virbis all prices quoted are valid for 30 days from date
of quotation.
3.2 Virbis reserves the right, by giving notice to Buyer,
to increase the price to reflect any change in specification
required by Buyer (which is accepted by Virbis) or increase
in cost to Virbis which is due to any factor beyond the reasonable
control of Virbis (such as without limitation, any increase
in the costs of labour, materials or other costs of manufacture).
3.3 Except as otherwise stated under the terms of any quotation
or otherwise agreed in writing by Virbis, the price shall
include cost of delivery of the Goods to Buyer's usual premises
in mainland Great Britain. Any order of less than £100
may incur a handling charge in accordance with Virbis’ policy
at the date of despatch.
3.4 The price is exclusive of any applicable Value Added
Tax, which Buyer shall be additionally liable to pay.
4.1 Unless otherwise agreed in writing by Virbis, Buyer
shall pay the price of the Goods and any Services within
30 days of the date of Virbis’ invoice, notwithstanding
that delivery of the Goods and/or performance of the Services
may not have taken place and the property in the Goods has
not passed to Buyer. The time of payment of the price shall
be of the essence of the Contract.
4.2 Buyer shall not be entitled in any circumstances or
for any reason to make any deduction or withhold any sum
from the price of the Goods and any Services by way of set-off.
4.3 If Buyer fails to make any payment on the due date then
without prejudice to any other right or remedy available
to Virbis, Virbis shall be entitled to:-
4.3.1 cancel the Contract or suspend any further performance
thereof (this right shall apply to any other contract between
Buyer and Virbis); and/or
4.3.2 appropriate any payment made by Buyer to such of
the Goods and any Services (or goods and any services supplied
under any other contract between Buyer and Virbis) as Virbis
may think fit (notwithstanding any purported appropriation
by Buyer); and/or
4.3.3 charge Buyer interest (both before and after judgment)
on the amount unpaid, at the rate of 4% per annum above the
base rate from time to time of Virbis’ bank, until
payment is made in full (a part of a month being treated
as a full month for the purpose of calculating interest);
and/or
4.3.4 payment from Buyer on demand on a full indemnity
basis, of all costs, charges and expenses in any way incurred
by Virbis in relation to the overdue payment.
5.1 Unless otherwise agreed in writing by Virbis, delivery
of the Goods shall be made by Virbis delivering or arranging
delivery of the Goods to Buyer's usual business premises
in mainland Great Britain. The Goods shall be deemed to have
been accepted by Buyer on delivery.
5.2 Where Virbis has agreed to install and/or commission
the Goods following delivery, Buyer shall be responsible
for ensuring that Virbis’ authorised personnel are
given such access to Buyer’s premises and use of facilities
and utilities as are reasonably necessary to install and/or
commission the Goods.
5.3 Any dates quoted for the delivery of the Goods are approximate
only and Virbis shall not be liable for any delay in the
delivery of the Goods howsoever caused. Time for delivery
shall not be of the essence unless previously expressly agreed
in writing by Virbis. The Goods may be delivered by Virbis
in advance of the quoted date upon giving reasonable notice
to Buyer.
5.4 If Buyer fails to take delivery of the Goods or fails
to give Virbis adequate instructions for delivery of the
Goods at the time stated therefor, then without prejudice
to any other right or remedy available to Virbis, Virbis
may:-
5.4.1 store the Goods until actual delivery and charge
Buyer for the reasonable costs (including insurance) of storage;
or
5.4.2 sell the Goods at the best price readily obtainable
and (after deducting all reasonable storage and selling expenses)
charge Buyer for any shortfall below the price.
5.5 Any claim for shortage or non-delivery of the Goods
must be notified to Virbis within 48 hours of delivery, or
in the case of non-delivery, within 48 hours of the anticipated
date for delivery, and confirmed in writing to Virbis within
10 days of the date or anticipated date of delivery.
5.6 Any dates quoted for the performance of the Services
are approximate only and Virbis shall not be liable for any
delay in the performance of the Services howsoever caused.
Time for performance shall not be of the essence unless previously
expressly agreed in writing by Virbis. The Services may be
performed by Virbis in advance of the quoted date upon giving
reasonable notice to Buyer.
6.1 Risk of damage to or loss of the Goods shall pass to
Buyer:-
6.1.1 in the case of Goods to be delivered at Virbis’ premises,
at the time when Virbis notifies Buyer that the Goods are
available for collection; or
6.1.2 in the case of Goods to be delivered otherwise than
at Virbis’ premises, at the time of delivery of the
Goods to the agreed place for delivery. If Buyer wrongfully
fails to take delivery, risk shall pass to Buyer at the time
when Virbis has tendered delivery of the Goods.
6.2 Notwithstanding delivery and the passing of risk in
the Goods, or any other provision of these Conditions, the
Goods shall remain the absolute property of Virbis until
Virbis has received in cash or cleared funds:
6.2.1 payment in full of the price of the Goods plus any
Value Added Tax or other tax or duty and;
6.2.2 all other sums whatsoever which are or become due
from Buyer to Virbis including any interest on such sums.
Notwithstanding such retention of title Virbis shall be
entitled to bring an action for the price of the Goods as
soon as payment falls due.
6.3 Until such time as the property in the Goods passes
to Buyer, Buyer acknowledges that it is in possession of
the Goods solely as Virbis’ fiduciary agent and bailee
and shall:-
6.3.1 keep the Goods on its premises separate from those
of Buyer and third parties and properly stored, protected
and insured and identified as Virbis’ property;
6.3.2 not alter, modify or add to the Goods or any marking
or identification on them and shall maintain them in good
condition; and
6.3.3 keep the Goods free from any charge, lien or other
incumbrance.
6.4 Buyer may resell the Goods before ownership has passed
to it solely on the condition that any sale shall be on Buyer’s
own behalf in the ordinary course of Buyer’s business
and Buyer shall deal as principal when making such sale.
6.5 Buyer’s right to possession of the Goods shall
terminate immediately where any of the circumstances in clause
8 apply to Buyer or where payment for the Goods or under
any other contract between Virbis and Buyer is overdue in
whole or in part. Virbis (without prejudice to any of its
other rights) may retake possession of and/or resell any
Goods, the title to which it has by these Conditions retained
and Buyer shall, upon the request of Virbis, allow Virbis,
its servants and agents during normal working hours to enter
any premises where the Goods are for the purpose of recovering
possession of such Goods.
7.1 Virbis shall be liable to Buyer as expressly provided
in these Conditions but shall have no further or other liability
in contract, tort or otherwise to Buyer.
7.2 All warranties, conditions and other terms implied by
statute or common law are, to the fullest extent permitted
by law, excluded from the Contract.
7.3 Virbis does not exclude or limit liability for death
or personal injury caused by the negligence of Virbis (including
its employees while acting in the course of their employment
with Virbis).
7.4 Virbis’ liability for loss or damage to the Buyer’s
tangible property caused by the negligence of Virbis, its
officers, employees, contractors or agents shall not exceed £1,000,000.
7.5 Virbis shall not be liable to Buyer for loss of profits,
goodwill or any type of indirect, special or consequential
loss or damage even if such loss was reasonably foreseeable
or Virbis had been advised of the possibility of such loss.
7.6 Subject to clauses 7.3 to 7.5, Virbis’ liability
in contract, tort or otherwise arising from or in connection
with the manufacture and supply of the Goods or their use
or resale by Buyer or the provision of the Services shall
in any event be limited to the price of each individual item
of the Goods or the price (or such fair proportion thereof)
of the Services the subject of any claim.
7.7 Except in respect of liability under clause 7.4, Virbis
shall not be liable to Buyer under any claim unless Buyer
shall have served Virbis with notice of the claim within
one year of becoming aware of the circumstances giving rise
to the claim.
7.8 If any limitation or exclusion of liability in clauses
7.5 to 7.7 be held to be invalid or unenforceable under any
applicable statute or rule of law it shall, to that extent,
be deemed omitted and if Virbis becomes liable for loss or
damage which could otherwise have been limited or excluded
such liability shall not exceed the total price (excluding
any applicable value added tax) payable under the Contract.
7.9 Where the Goods are manufactured or altered by Virbis
in accordance with a specification submitted by Buyer, Buyer
shall indemnify and keep indemnified Virbis against all loss,
damages, costs, charges and expenses awarded against or incurred
by Virbis in connection with, or paid or agreed to be paid
by Virbis in settlement of, any claim:-
7.9.1 that the Goods are defective or do not conform to
any applicable safety or other statutory requirement; and
7.9.2 for infringement of any patent, copyright, design
right, registered design, trade mark or other industrial
or intellectual property rights of any other person which
results from Virbis’ use of Buyer's specification.
7.10 Virbis shall not be liable to Buyer or be deemed to
be in breach of the Contract by reason of any delay in performing,
or any failure to perform, any of Virbis' obligations in
relation to the Goods or the Services if the delay or failure
is due to any cause beyond Virbis’ reasonable control
including without limitation, act of God, explosion, storm,
tempest, fire or accident, acts, restrictions, regulations,
bye-laws, prohibitions or measures of any kind on the part
of any governmental, parliamentary or local authority, strikes,
lock-outs or other industrial actions or trade disputes (whether
involving employees of Virbis or of a third party), difficulties
in obtaining raw materials, fittings or other items of equipment,
labour, fuel, parts or machinery or power failure or breakdown
in machinery.
8.1 This clause applies if:-
8.1.1 Buyer is in receipt of a statutory demand under the
Insolvency Act 1986 or makes any voluntary arrangement with
its creditors or becomes subject to an administration order
or (being an individual or firm) becomes bankrupt or (being
a company) goes into liquidation (otherwise than for the
purposes of amalgamation or reconstruction); or
8.1.2 an encumbrancer takes possession, or a receiver is
appointed, of any of the property or assets of Buyer; or
8.1.3 Buyer ceases, or threatens to cease, to carry on business;
or
8.1.4 Virbis reasonably apprehends that any of the events
mentioned above is about to occur in relation to Buyer and
notifies Buyer accordingly.
8.2 If this clause applies then, without prejudice to any
other right or remedy available to Virbis, Virbis shall be
entitled to cancel the Contract without any liability to
Buyer, and if the Goods have been delivered, or the Services
provided, but not paid for the price shall become immediately
due and payable notwithstanding any previous agreement or
arrangement to the contrary.
9.1 Buyer acknowledges that manufacturers of software and
of hardware containing software retain ownership of the intellectual
property rights in such software and that Virbis is able
to transfer to Buyer only such right or interest in the software
as is permitted by the owner of the rights in the software.
Accordingly, where the Goods include software Buyer shall
have only such right or licence to use the software as is
granted by the owner of the software.
10.1 Where the Goods are to be connected to a telecommunications
network, Buyer shall be responsible for:
10.1.1 obtaining all consents required for such connection
and for complying with all conditions and regulations specified
by the network owner or provider for connection to and use
of the network;
10.1.2 payment of all charges from time to time payable
for connection to and use of the network; and
10.1.3 purchasing and installing any additional equipment
necessary to enable the Goods to connect to and use the network.
10.2 Virbis shall not be liable for any loss or damage arising
from the connection of the Goods to and their use with any
telecommunications network.
11.1 Buyer shall not assign the Contract or any part of
it without the prior written consent of Virbis.
11.2 Virbis shall be entitled to assign the Contract or
any part of it to any person, firm or company.
11.3 Buyer shall not use Virbis’ name, logo or other
intellectual property rights in advertising or publicity
without Virbis’ prior written consent.
11.4 If any provision of the Contract is found by any court,
tribunal or administrative body of competent jurisdiction
to be wholly or partly illegal, invalid, void, voidable,
unenforceable or unreasonable it shall to the extent of such
illegality, invalidity, voidness, voidability, unenforceability
or unreasonableness be deemed severable and the remaining
provisions of the Contract and the remainder of such provision
shall continue in full force and effect.
11.5 Any notice required or permitted to be given by either
party to the other under these Conditions shall be in writing
addressed to that other party at its registered office or
principal place of business or such other address as it may
at the relevant time have been notified pursuant to this
provision to the party giving the notice.
11.6 No waiver by Virbis of any breach of the Contract by
Buyer shall be considered as a waiver of any subsequent breach
of the same or any other provision.
11.7 Nothing in these Conditions confers on any third party
any benefit or right to enforce any of these Conditions directly
against Virbis.
11.8 The Contract shall be governed by the Laws of England
and Wales and the parties submit to the exclusive jurisdiction
of the Courts in England.
11.9 These Conditions do not affect Buyer’s statutory
rights as a consumer.
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