TERMS AND CONDITIONS OF SALE AND / OR SUPPLY
1.1 “SVS” means Secure Vending Systems Ltd
1.2 “ The Customer ” means the person firm or company with whom or which SVS contracts.
1.3 “ The Equipment ” means vending machines together with all other equipment ancillary thereto which SVS agrees to supply to the Customer.
1.4 “ The Consumables ” means sanitary towels tampons condoms and miscellaneous items which SVS agrees to supply the Customer.
1.5 “ The Products ” means the Equipment and the Consumables.
1.6 “ The Services ” means site work installation and other Service which SVS agrees to supply the Customer.
1.7 “ Force Majeure ” means all events and circumstances which are beyond the control of and which could not have been reasonably foreseen by SVS.
2.1 All contractual arrangements for the sale of the Products and the supply of the Products into which SVS enters shall incorporate these conditions which constitute the entire agreement between SVS and the Customer.
2.2 The Customer acknowledges its acceptance of these conditions by ordering Products and / or Services from SVS.
2.3 Insofar as they are inconsistent herewith any conditions of purchase which are referred to by the Customer or otherwise brought to the attention of SVS shall be of no effect.
3.1 Any quotation of price for the Products and Services by SVS is an estimate only and shall not be binding on SVS
3.2 The price of the Products shall be that prevailing at the date of despatch from SVS`s premises and of the Services that prevailing at the date of performanceand shall be subject to the addition of VAT and such other sales taxes ( if any ) as shall be imposed by the fiscal or other relevant authorities of the Cutomer`s domicile.
3.3 Unless otherwise stated the price of the Products shall exclude delivery.
4.1 Unless stated to the contrary payment of the price of the Products and Services shall be made by the Customer in same day funds on or before such date as is 30 days after the date of SVS`s invoice.
4.2 If any payment to be made to SVS by the Customer is overdue interest shall be charged on the outstanding sum to accrue from day to day at the rate of 3% above the base rate from time to time of Barclays Bank plc from the date on which such sum becomes overdue until the date of payment.
4.3 If interest becomes payable in accordance with the provisions in clause 4.2 any payment made thereafter by the Customer shall be applied firstly in discharging accrued interest and secondly in settlement of the principal sum.
5. DELIVERY PERFORMANCE INSTALLATION AND ACCEPTANCE
5.1 Any delivery performance or installation date or period quoted by SVS is given to the Customer for information only and no delay in delivery performance or installation shall entitle the Customer to any remedy whatsoever.
5.2 The Customer shall promptly accept the Products and Services when they are delivered and performed or where appropriate installed and shall if required by SVS sign a formal acknowledgement of acceptance.
6.1 The Customer shall have no claim against SVS for shortages of or defects in the Products unless the same is made in writing within 2 days of delivery.
6.2 The Customer shall have no claim against SVS for defects in the Services unless the same is made in writing forthwith upon the Customer becoming aware of such defect and in any case within 12 months of the date of purchase.
6.3 SVS shall not be liable for loss or damage suffered consequent upon the use of the Products after the Customer becomes aware of a defect therein or in the Services relating thereto or of circumstances which should reasonably indicate to the Customer the existence of such s defect.
6.4 The Customer shall have no claim against SVS in respect of the Products which have been repaired or altered by anyone other than SVS`s authorised personnel.
7. WARRANTY AND EXEMPTION
7.1 Save as herein expressly provided under no circumstances shall SVS be liable for any loss or damage ( whether direct or consequential and whether sustained by the Customer or any third party ) arising out of the manufacture and / or supply of the Products and the performance of the Services by SVS and their use by the customer or any third party other than death or personal injury caused by the negligence of SVS employees or agents in such manufacture and / or supply and performance.
7.2 For a period of 12 months from the date of delivery SVS shall at its option repair or exchange free of charge any Products sold as new or ( in the case of new Equipment ) parts therefor provided firstly that such Products or parts are delivered or sent carriage paid by the Customer to SVS`s premises at Unit17 Spring Rd Industrial Estate Lanesfield Drive Wolverhampton West Midlands WV4 6UB and secondly that SVS agrees ( acting reasonably and having regard to all the circumstances ) that such Products or parts are defective.
7.3 For a period of 12 months from the date of delivery SVS shall carry out any works of repair to or servicing of the Equipment which SVS agrees ( acting reasonably and having regard to all the circumstances ) are necessary without any additional charge but thereafter SVS`s standard charges for such works shall apply.
7.4 The benefit of warranties by SVS contained in clauses 7.2.and 7.3 shall accrue to the Customer provided that :
7.4.1 the storage operation and use of the Products is in accordance with SVS`s recommendations.
7.4.2 any defects in the Products do not result from fair wear and tear.
7.5 It is the Customers responsibility to satisfy itself that the Products and Services are suitable for its requirements and SVS does not profess to have any skill or judgement in relation to the particular needs of the Customer.
7.6 In the event that SVS is found liable for any loss or damage suffered by the Customer ( whether in respect of one claim or the aggregate of a number of claims ) that liability under no circumstances exceed the price of the Products or the charges payable by the Customer for the Services for the year in which any one of the claims arose.
8. RISK AND TITLE
8.1 Risk of loss of damage to or deterioration in the Products shall pass to the Customer at the time of dispatch of the Products from SVS`s premises.
8.2 The Products shall remain the property of SVS until such times as all sums due to SVS from the Customer whether in respect of the Products or otherwise are paid in full and until such time the Customer shall treat and deal with the Products in all respects as the trustee of SVS and shall store the Products so that they are readily identifiable as the property of SVS and shall not be entitled to dispose of any property in the Products whether by sale voluntary disposition or otherwise save that subject to the provisions of clause 8.5 the Customer shall be at liberty to resell the Consumables only in the course of normal trading but this exception shall not extend to a sale or other disposition to the holding company of the Customer or to any subsidiary of the Customer or of such holding company.
8.3 The Customer shall keep the Products insured in their full replacement value against all risks and if requested by SVS shall execute an assignment in favour of SVS of all rights of the Customer against the insurers.
8.4 Until such time as property in the Products passes to the Customer without prejudice to its other rights SVS may take possession of the Products and SVS and its employees shall be deemed to have been granted an irrevocable licence by the Customer to enter upon the Customer`s premises under the Customers control with or without vehicles for this purpose.
8.5 In the event of any resale or other disposition of the Consumables by the Customer the beneficial entitlement of SVS shall attach to any claim against the Customer`s purchaser and to any proceeds of that sale or other disposition so that such claim or proceeds shall be held in trust for SVS and the Customer shall have a fiduciary duty to account to SVS for that claim and proceeds to the extent that where proceeds of such sale are received by the Customer they shall be kept in a separate account as agent for SVS until they are handed over to SVS.
9. INTELLECTUAL PROPERTY RIGHTS
The copyright design and other intellectual property rights in the Products and Services shall ( except where they belong to a third party ) remain the property of SVS and the Customer shall notify SVS immediately if it becomes aware of any infringement of such rights by any person.
10. FORCE MAJEURE
If the performance of SVS`s obligations hereunder is delayed hindered or prevented by force majeure SVS shall not be liable ( either to the Customer or any third party ) for any loss or damage occasioned thereby and in such circumstances SVS shall have the option exerciseable by notice to the Customer without liability to cancel any subsisting contractual arrangements between SVS and the Customer in whole or in part or to delay or suspend delivery of the Products and performance of the Services.
SVS shall be entitled without prejudice to its other rights and remedies to terminate forthwith either wholly or in part all or any contractual arrangements between itself and the Customer or to suspend delivery of the Products and performance of the Services in any of the following circumstances :
11.1 If any debt is payable by the Customer but is unpaid.
11.2 If the Customer is in breach of any of these conditions and if the same is capable of remedy the Customer has failed to remedy the breach within 7 days of notification thereof by SVS.
11.3 If SVS obtains any unfavourable reports from recognised credit reference agencies on the financial standing of the Customer.
11.4 If any distress execution or other legal process is levied against the Customer or if the Customer becomes insolvent or enters into any composition or arrangement with its creditors or passes a resolution for its winding up or if a petition is presented for a winding up order or if a receiver or administrator is appointed or if any such act is carried out which is analogous under foreign law.
The Customer shall indemnify and hold harmless SVS against all liability losses damage costs claims and expenses suffered by SVS as a result of any breach by the Customer of its obligations whether such obligations arise under these conditions or otherwise howsoever.
Any notice hereunder shall be in writing addressed to the relevant party and shall be sufficiently served if sent by first class post in which case service shall be deemed to be effective on the next succeeding business day or by telex or facsimile transmission in which case service shall be deemed to be effective at the time of receipt by the sender of the appropriate answerback or confirmation of successful transmission.
14. RELEVANT LAW
These conditions shall be governed in all respects by English law and SVS and the Customer hereby submit to the exclusive jurisdiction of the English courts.