Terms & Conditions
These Terms & Conditions shall apply to and govern all contracts for the supply of goods thereinafter called “the company”. The term `goods shall, where the context so permits, be products, and be deemed to be incorporated in every order, The “Order” sent to us by the Customer and shall not be modified, amended or varied save by our agreement thereto in writing. Deliveries pursuant to the Quotation or Order Acknowledgement shall in the absence of any written acceptance be deemed an unconditional acceptance by the Customer of these Terms & Conditions. The Visual System and Sign Company Ltd and Visual Systems Healthcare (trading Name), Pennine Court, Standback Way, Skelmanthorpe, West Yorkshire HD8 9GA; registered in England 1546184.
2 Ordering & Terms for Acceptance.
- The company executes orders to the buyer’s exact requirements and in most instances to a bespoke nonstandard specification.
- Quotations are offers to sell goods on these Terms & Conditions and contracts will be formed if the customer accepts the Quotation (either expressly or by giving an order which will be deemed to be an order on the terms of the quotation and or acknowledgement and not otherwise) in relation to one or more quantities of goods to which the quotation refers.
- Orders can be placed Verbally, over the phone via fax and email BUT all must come with approval, from the buyer this can take the form of an Approved Purchase Order or written proof approval.
- Orders that are placed subject to approval will incur a minimum 35% handling charge should the order be subsequently cancelled for any reason.
- No responsibility can be accepted for any oral information or order whether given or received unless confirmed by us in writing
All our prices exclude VAT, carriage, customs charges and country taxes. These are the responsibility of the buyer/customer to pay. Prices for carriage are on application and are subject to Location, Quantity, Volumetric weight dimensions. Vat exempt orders are only accepted with a valid VAT exemption certificate.
4 Ownership of the Goods.
- Until the ownership of any goods passes to him the Buyer/Customer will after their delivery (which term means their arrival at the point of their delivery either to the customer or to order point) hold them as our bailee (i.e. he will hold them on our behalf in a fiduciary capacity) and will store them accordingly or will procure that they are so stored.
- Whilst the customer is our bailee he may nevertheless as principal enter into a resale agreement (which term means any agreement to resell any of the goods to a third party) if he does so in the normal course of business (and in particular at the resale price which constitutes their full market value).
- On receipt by the customer of any such resales price and not otherwise the ownership of any such goods will pass to such third party to the extent necessary to give effect to resale agreement.
- The ownership of goods or consignment of the goods will pass to the customer either at the time of our receipt of Full Payment (which term includes payment to us both of the price of the goods and all other money whatsoever which may be due and owing to us from customer /Buyer) or (if later) at the time of delivery.
- At any time before our receipt of Full Payment we shall have the right to terminate such bailment and (without prejudice to our rights) to recover any such goods.
- The customer will receive and retain any money which may be paid to him pursuant to a resale agreement on trust to use so much of it as necessary then to enable him to effect full payment to us.
- If the customer is not in possession of any goods after their delivery and in respect of which the customer has entered into a resale agreement (and in respect of which ownership has not passed to the customer or to any such third party) the customer will at our request (and without prejudice to our other rights) assign to us any debt which may be owing to him in respect of such a resale agreement or so much of it as may enable him to effect Full Payment to Us.
- The risk of the goods will pass to their customer on their delivery.
Payment is required in FULL before any goods are to be despatched to customer unless credit facilities have been arranged in writing. Credit facilities are not available to NEW Accounts or Inactive Accounts and for one Off Orders.
6 Terms of Payment.
- Payment of invoices shall be paid in full without any deduction of set-off in accordance with the terms stated on invoice. Time of payment shall be of the essence of all contracts between the seller and the buyer. We reserve the right to suspend the provision of goods to the Buyer where any amounts are overdue under any contract with the buyer until all such amounts have been paid. Should the buyer not pay within the Seller`s terms the seller can engage an outside agency to assist with collection and the buyer agrees to pay the agency`s collection fees in addition to any interest together with any charges specified in the Late Payment of Commercial Debts (interest) Act 1998`. Any credit given to the buyer may be withdrawn or limited at any time on such notice as we may think is fit and consequently we may refuse to deliver all or part of the goods.
- Applications for credit account will be considered only on full completion of our official Credit Application Form. Where no credit is available orders may be accepted on a pro-forma basis or pre-payment taken via card or bank transfer.
- All credit accounts are due for payment 30days from the date on the invoice with NO exceptions. Interest charges of 5% per month of the invoice value will be charged on payments not received within 30 days of the invoice date.
- If you wish to pay invoice by credit card, please be aware that 3% charge will be added to the existing full invoice value.
- Any invoice disputes must be reported to the company within 7 days of receiving the invoice.
7 Cancellation of Order.
- Cancellation or part cancellation of an order can only be accepted after prior negotiation and agreement in writing to terms which will indemnify against any expense been incurred by the company.
- In the event of part cancellation or reduced quantities the company reserve the right to invoice for the difference in the selling price applicable at the time, i.e. Volume discounts.
- Orders that are subject to a sample approval and subsequently cancelled will incur a minimum 35% charge up to 100% of the Value. All our goods are manufactured to order as and when we receive the purchase order from the customer.
- There will be a minimum 35% surcharge (possibly 100%) of the full invoice value if an order is cancelled, this depends on what stage the order is at. If however the goods have been specially manufactured to your individual needs this would result in 100% of the invoice value becoming payable.
- All our products are thoroughly inspected, quality checked prior to despatch, ensuring they reach you in perfect condition. If for whatever reason you notice a fault, please contact our sales department on the 01484 865786 or email within 24Hrs.
- The majority of our products carry a 12-month guarantee which is subject to fair use, fair wear and tear and following all supplied care instructions.
- Our Printed Boards carry a 24-month Guarantee which is subject to fair use, fair wear and tear, following our supplied care instructions.
- Whilst any advice offered by us is given in good faith, we shall not be liable for any consequences of any technical information recommendations statements or advise given by our staff or our agent. SUBJECT as aforesaid our liability under this contract shall be limited solely to such replacement or repair on the terms stated above and in no circumstance do we accept any further liability for any direct or consequential losses however or whenever arising.
- Unless we have expressly guaranteed in writing the suitability of the products for some purpose, no warranty or condition shall be implied in law that the products are suitable for any particular purpose whether such purpose has been made know to us or not, or any direct or consequential losses arising there from.
- All our products are manufactured on receipt of order, delivery times may vary from between one week to several weeks depending on the product type and quantity ordered.
- All our goods are despatched by independent carriers on a next day service, UK mainland only. Delivery of goods are made in normal working hours Monday to Friday. Customer shall pay an additional charge for delivery outside such normal working hours or premium request AM or Saturday services.
- For customer outside the UK you will be advised of delivery schedule and cost on receipt of order.
- All times and dates of deliveries specified herein are estimates and are not to be deemed to be of the essence of the contract. Whilst we will undertake to use our best endeavours to execute the order by the time or date specified herein, we will not be liable for any direct or consequential losses raining therefrom due to delays in delivering the goods. Further, we will not accept any cancellation of the order by the customer because of any such delay.
- The customer undertakes to provide a safe and convenient route for our vehicles (or sub-contracted carriers vehicles) to pass. The driver of the vehicle has the right to refuse to deliver over a route which in his/her opinion is not safe or convenient for the vehicle to pass and such refusal shall not constitute a breach of contract by us.
- The risk of the goods shall pass to the customer upon acceptance of delivery and signing of the delivery note. All goods MUST be signed for; we advise that you check the goods before signing for them as by signing for the goods you are accepting that you have received the goods in good condition.
- We will not accept responsibility for goods that are signed for in `good condition` and are subsequently found to be damaged or are just signed for without first inspecting. If the packaging shows any sign of damage or wear we need to be notified IMMEDIATLEY.
- Any damages, shortages, or complaints regarding delivery must be reported to our sales team on +44 (0) 1484 865786 within 24hrs of receipt of goods. You can also fax on 01484 865788 or email firstname.lastname@example.org
11 Damaged goods / shortages.
- No claim for damage and loss in transit can be considered unless reported on the delivery note on receipt of the goods and unless notified to the company within the 24hrs after receipt of the goods.
- The purchaser must acknowledge receipt of any damaged goods or shortages by signing and dating the carrier’s delivery note with the words DAMAGED, UN-EXAMINED, UNCHECKED, UNOPENED or SHORT. It is essential that a visual inspection is carried out before signing any delivery note. If a delivery notice is signed for without inspection you are accepting the goods in perfect condition.
12 Returning of Goods.
- The Buyer accepts and understands that the issuing of orders or contracts to the company implies full agreement with the above terms and conditions.
- The return of any goods correctly supplied to the customer will not be accepted as a RETURN unless the company`s authority has been previously agreed in writing within 7 days of receipt of the goods and the customer has been given a returns number.
- Returns, Exchanges and Cancelled orders are subject to a handling charge. This charge will be a minimum of 35% of full invoice, including VAT and Carriage and is subject to what has actually been ordered. This amount could be as much as 100% if the products are bespoke or are not fit for resale.
- This charge covers the cost of the original invoice, un-packing checking, re-packing, delivery charges, collection arrangements and carriage charges, issue of credit notes, general administration and the cost of restocking.
- Used goods cannot be returned unless a fault has developed during use.
- If you are returning goods, please ensure they are in the original state unused and packed in their original condition with full documentation. It is advised that you take out insurance when sending anything back to ourselves, as the liability for any damage falls on the sender, i.e. you. We can arrange for goods to be collected from yourselves if you do not have facilities to do so yourself. Please note the minimum charge for this service is £60 +VAT
13 Brand Copyright and Design.
- Whilst the Buyer can request the goods orders to be designed to include their company logo and branding, Visual Systems and Visual Systems Healthcare reserve the right to include their copyright branding on all boards.
- All designs created are copyright to Visual Systems Health and or Visual Systems. And cannot be used or amended without permission from the Company. Within the pricing the buyer is allowed one `MAJOR` design and 3 `MINOR` amendments to the `MAJOR` design. Any additional `Minor` amendments may be charged at £60 +VAT per change and any major redesign redraws are charged £150 +VAT
- If you require a specific colour or font in your design, this must be supplied at the time of order placement with CYMK references Otherwise the company accepts no liability for colours been incorrect.
- When design, artwork and proofing have been produced and supplied to the buyer and the order is no longer required for what ever reason then a cancellation charge of £150+VAT may apply.
14 Suppliers Order.
We contract as suppliers only and are not bound by nor are we to be inputed with any knowledge of any contract between the customer and any other person.
- If the customer commits any breach of these conditions or shall go into liquidation, either voluntary or compulsory, or shall enter into any composition with its creditor or shall suffer any distress or execution to be levied on its goods or (being an individual) shall commit any act or bankruptcy, we may terminate this contract and refuse to effect further deliveries without any liability for damages.
16 Force Majeure
- Neither party shall be liable for any delay in performance nor failure to perform any of its obligations under these terms and conditions to the extent that the delay or failure is due to any event beyond the reasonable control of that party (Force Majeure Event).
- Force Majeure shall mean an occurrence beyond the control (and not attributable to the fault or negligence) of the party affected, which that party is unable to prevent or provide against by the exercise of reasonable diligence (including, but not limited to : acts of God: expropriation or confiscation of facilities : any form of Government intervention: war: hostilities: terrorist activity: local or national emergency: sabotage or riots: floods or unusually severe weather conditions which could not reasonably have been anticipated : fire : explosions or other catastrophes: national or district strikes or any other concerted acts of works or other occurrences other than strikes or concerted acts of the supplier`s workforce.
- Visual Systems may defer the date of delivery of goods / products if they are prevented from or delayed in carrying on their business due to Force Majeure Event.
17 Data Protection.
- We are fully compliant with The General Data Protection Regulation which came into force 25th May 2018.
- We will only use the information provided by the customer for the purpose of fulfilling the order.
- We do not pass on or sell any information on to any other third parties
- We take all reasonable precautions to keep any information or details of the order and payment secure.
- You can review the full policy on our web-site visualsystemshealthcare.co.uk
18 Governing Law and Jurisdiction.
- The Quotation and any resulting order and order acknowledgement shall be governed by construed in accordance with English Law and the parties hereto hereby submit to the exclusive jurisdiction of the ENGLISH COURTS.
All our boards dimensions are indicated on the proof sheet, this may reflect either the face of the board or the external dimensions. If this is CRITICAL please inform our sales staff. Variances from the conversion from inches to metric or visa versa. A tolerance of 10mm will apply.