T’s & C’s    

STANDARD TERMS & CONDITIONS FOR THE SALE OF GOODS & SERVICES

1. Application of Conditions

The Seller shall sell and the Buyer shall purchase the Goods and/or Services in accordance with any quotation or offer of the
Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller, subject in either case to these
Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such
quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.

2. Interpretation

2.1 In these Conditions:”Business Day” means any day other than a Saturday, Sunday or bank holiday;
“the Buyer” means the person who accepts a quotation or offer of the Seller for the sale of the Goods and/or Services or
whose order for the Goods and/or Services is accepted by the Seller;
“the Contract” means the contract for the purchase and sale of the Goods and/or Services under these conditions;
“these Conditions” means the standard terms and conditions of sale set out in this document and (unless the context
otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;
“the Delivery means the date on which the Goods and/or Services are to be delivered as
Date” stipulated in the Buyer’s order and accepted by the Seller;
“the Goods and/or Services” means the Goods and/or Services (including any instalment of the Goods and/or Services or
any parts for them) which the Seller is to supply in accordance with these Conditions;
“month” means a calendar month;
“the Seller” means Virtalis Limited, a company registered in England under No. 4646508 with registered office at Chester
House, 79 Dane Road, Sale, Cheshire M33 7BP, England, or any company within the Virtalis Limited Group;
“writing” includes any communications effected by email, facsimile transmission or any comparable means.

2.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or
provision as amended, re-enacted or extended at the relevant time.

2.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

3. Basis of Sale

3.1 The Seller’s employees or agents are not authorised to make any representations concerning the Goods and/or Services
unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and
waives any claim for breach of, any such representations which are not so confirmed.
3.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the
Buyer and the Seller.
3.3 Sales literature, price lists and other documents issued by the Seller in relation to the Goods and/or Services are subject to
alteration without notice and do not constitute offers to sell the Goods and/or Services which are capable of acceptance. An
order placed by the Buyer may not be withdrawn, cancelled or altered prior to acceptance by the Seller and no contract for the
sale of the Goods and/or Services shall be binding on the Seller unless the Seller has issued a quotation which is expressed to
be an offer to sell the goods or has accepted an order placed by the Buyer by whichever is the earlier of:
(a) the Seller’s written acceptance;
(b) delivery of the Goods and/or Services; or
(c) the Seller’s invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of
offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part
of the Seller.

4. Orders and Specifications

4.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the
Seller’s authorised representative.
4.2 The specification for the Goods and/or Services shall be those set out in the Seller’s sales documentation unless varied
expressly in the Buyer’s order (if accepted by the Seller). The Goods and/or Services will only be supplied in the minimum units
(or multiples) stated in the Seller’s price list or in multiples of the sales outer as specified. Orders received for quantities other
than these will be adjusted accordingly, illustrations, photographs or descriptions whether in catalogues, brochures, price lists
or other documents issued by the Seller are intended as a guide only and shall not be binding on the Seller.
4.3 The Seller reserves the right to make any changes in the specification of the Goods and/or Services which are required to
conform with any applicable safety or other statutory or regulatory requirements or, where the Goods and/or Services are to be
supplied to the Seller’s specification, which do not materially affect their quality or performance.
4.4 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the
Seller on the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the
cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

5. Price of Goods and/or Services

5.1 The price of the Goods and/or Services shall be the price listed in the Seller’s published price list, if so published either in
full or in part, current at the date of acceptance of the Buyer’s order or such other price as may be agreed in writing by the
Seller and the Buyer.
5.2 Where the Seller has quoted a price for the Goods and/or Services other than in accordance with the Seller’s published
price list the price quoted shall be valid for 30 days only or such time as the Seller may specify.
5.3 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods
and/or Services to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such
as, without limitation, amendment by the original manufacturer, any foreign exchange fluctuation currency regulation, alteration
of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates,
quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer
or failure of the Buyer to give the Seller adequate information or instructions.
5.4 The Seller may allow the Buyer quantity discounts subject to and in accordance with the conditions set out in the Seller’s
published price list or quotation for the Goods and/or Services current at the date of acceptance of the Buyer’s Order.
5.5 Any settlement discount specified by the Seller in the Contract will be allowed by the Seller to the Buyer in respect of Goods
and/or Services for which payment is received by the Seller on or before the due date and otherwise in accordance with the
payment terms set out in these Conditions and provided that no other amounts owing by the Buyer to the Seller are overdue
and unpaid.
5.6 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in
writing between the Buyer and the Seller, all prices are exclusive of the Seller’s charges for packaging and transport to the
location specified in the Buyer’s order.
5.7 The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are
imposed or charged by any competent fiscal authority in respect of the Goods and/or Services, which the Buyer shall be
additionally liable to pay to the Seller or fiscal authority.
5.8 The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit
will be given to the Buyer provided they are returned at the Buyer’s expense undamaged to the Seller.

6. Terms of Payment, including Divisibility

6.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall invoice the Buyer for the
price of the Goods and/or Services on or at any time after delivery of the Goods, unless the Goods and/or Services are to be
collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods and/or Services, in which event the Seller shall
be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods and/or Services
are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods and/or Services.
6.2 Any contract for the supply of goods or services by Virtalis shall be divisible and the goods supplied or services performed
by Virtalis and represented by each invoice issued by Virtalis shall be deemed to arise from a separate contract. Consequently,
you shall pay in full the amount due to Virtalis contained in each invoice without any deduction or set-off in respect of any
defence or claim which you may have in respect of goods supplied or services performed which are not the subject of that
invoice. Such payment shall be made in accordance with the terms of payment specified in clause 6.3 below.
6.3 The Buyer shall pay the price of the Goods and/or Services (less any discount or credit allowed by the Seller, but without
any other deduction credit or set off) within 30 days of the date of the Seller’s invoice or otherwise in accordance with such
credit term as may have been agreed in writing between the Buyer and the Seller in respect of the Contract. Payment shall be
made on the due date notwithstanding that delivery may not have taken place and/or that the property in the Goods and/or
Services has not passed to the Buyer. The time of the payment of the price shall be of the essence of the Contract. Receipts
for payment will be issued only upon request.
6.4 All payments shall be made to the Seller in Pounds Sterling, unless specified otherwise, at its office as indicated on the
form of acceptance or invoice issued by the Seller.
6.5 The Seller is not obliged to accept orders from any customer or buyer who has not supplied the Seller with references
satisfactory to the Seller; if at any time the Seller is not satisfied as to the creditworthiness of the Buyer it may give notice in
writing to the Buyer that no further credit will be allowed to the Buyer in which event no further Goods and/or Services will be
delivered to the Buyer other than against cash payment and notwithstanding Clause 6.3 of these conditions, all amounts owing
by the Buyer to the Seller shall be immediately payable in cash.

7. Delivery

7.1 Delivery of the Goods and/or Services shall be made by the Seller delivering the Goods to the place specified in the Buyer’s
order and/or the Seller’s acceptance as the location to which the Goods are to be delivered by the Seller or, if no place of
delivery is so specified, by the Buyer collecting the Goods and/or Services at the Seller’s premises at any time after the Seller
has notified the Buyer that the Goods and/or Services are ready for collection.
7.2 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the
Seller in writing. The Goods and/or Services may be delivered by the Seller in advance of the Delivery Date upon giving
reasonable notice to the Buyer.
7.3 Where delivery of the Goods and/or Services is to be made by the Seller in bulk, the Seller reserves the right to deliver up
to 2.5 per cent more or 2.5 per cent less than the quantity ordered without any adjustment in the price, and the quantity so
delivered shall be deemed to be the quantity ordered.
7.4 Where the Goods and/or Services are to be delivered in instalments, each delivery shall constitute a separate contract and
failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the
Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7.5 If the Buyer fails to take delivery of the Goods and/or Services or any part of them on the Delivery Date and/or fails to
provide any instructions, documents, licences, consents or authorisations required to enable the Goods and/or Services to be
delivered on that date, the Seller shall be entitled upon given written notice to the Buyer to store or arrange for the storage of
the Goods and/or Services and then notwithstanding the provision of Clause 8.1 of these Conditions risk in the Goods and/or
Services shall pass to the Buyer, delivery shall be deemed to have taken place and the Buyer shall pay to the Seller all costs
and expenses including storage and insurance charges arising from such failure.

8. Risk and Property

8.1 Risk of damage to or loss of the Goods and/or Services shall pass to the Buyer at:
(a) in the case of Goods and/or Services to be delivered at the Seller’s premises, the time when the Seller notifies the Buyer
that the Goods and/or services are available for collection; or
(b) in the case of Goods and/or Services to be delivered otherwise than at the Seller’s premises, the time of delivery or, if the
Buyer wrongfully fails to take delivery of the Goods and/or services, the time when the Seller has tendered delivery of the
Goods and/or Services.
8.2 Notwithstanding delivery and the passing of risk in the Goods and/or Services, or any other provision of these Conditions,
the property in the Goods and/or Services shall not pass to the Buyer until the Seller has received in cash or cleared funds
payment in full of the price of the Goods and/or services and all other Goods and/or Services agreed to be sold by the Seller to
the Buyer for which payment is then due.
8.3 Until such time as the property in the Goods and/or Services passes to the Buyer:
(a) the Buyer shall hold the Goods and/or Services as the Seller’s fiduciary agent and bailee, and shall keep the Goods and/or
Services separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the
Seller’s property;
(b) the Buyer shall be entitled to resell or use the Goods and/or Services in the ordinary course of its business, but shall
account to the Seller for the proceeds of sale or otherwise of the Goods and/or Services, whether tangible or intangible,
including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third
parties and in the case of tangible proceeds, properly stored, protected and insured; and
(c) provided the Goods and/or Services are still in existence and have not been resold, the Seller shall be entitled at any time to
require the Buyer to deliver up the Goods and/or Services to the Seller and, if the Buyer fails to do so forthwith, to enter upon
any premises of the Buyer or any third party where the Goods and/or Services are stored and repossess the Goods and/or
Services.
8.4 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods
and/or Services which remain the property of the Seller, but if the Buyer does so all money owing by the Buyer to the Seller
shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

9. Seller’s Default

9.1 If the Seller fails to deliver the Goods and/or Services or any of them on the Delivery Date other than for reasons outside
the Seller’s reasonable control or the Buyer’s or its carrier’s fault:
(a) if the Seller delivers the Goods and/or Services at any time thereafter the Seller shall have no liability in respect of such late
delivery;
(b) if the Buyer gives written notice to the Seller within ten business days after the Delivery Date and the Seller fails to deliver
the Goods and/or Services within four business days after receiving such notice the Buyer may cancel the order and the
Seller’s liability shall be limited to the excess (if any) of the cost of the Buyer (in the cheapest available market) of similar Goods
and/or Services to those not delivered over the price of the Goods and/or Services not delivered.
9.2 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in delivery or
in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods and/or Services, if the delay or
failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the
following shall be regarded as causes beyond the Seller’s reasonable control:
(a) act of God, explosion, flood, tempest, fire or accident;
(b) war or threat of war, sabotage, insurrection, civil disturbance or requisition;
(c) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental. parliamentary
or local authority;
(d) import or export regulations or embargoes; and/or
(e) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party).

10. Defective Goods and/or Services

10.1 If on delivery any of the Goods and/or Services are defective in any material respect and either the Buyer lawfully refuses
delivery of the defective Goods and/or Services or, if they are signed for on delivery “condition and contents unknown” the
Buyer gives written notice of such defect to the Seller within three business days of such delivery, the Seller shall at its option:
(a) replace the defective Goods and/or Services within 14 days of receiving the Buyer’s notice; or
(b) refund to the Buyer the price for the Goods and/or Services which are defective;
but the Seller shall have no further liability to the Buyer in respect thereof and the Buyer may not reject the Goods and/or
Services if delivery is not refused or notice give by the Buyer as aforesaid.
10.2 No Goods and/or Services may be returned to the Seller without the prior agreement in writing of the Seller. Subject
thereto any Goods and/or Services returned which the Seller is satisfied were supplied subject to defects of quality or condition
which would not be apparent on inspection shall either be replaced free of charge or, at the Seller’s sole discretion the Seller
shall refund or credit to the Buyer the price of such defective Goods and/or Services but the Seller shall have no further liability
to the Buyer.
10.3 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage,
negligence, subjection to normal conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or
alteration of the Goods and/or Services without the Seller’s approval, or any other act or omission on the part of the Buyer, its
employees or agents or any third party.
10.4 Goods and/or Services, other than defective Goods and/or Services returned under Conditions 10.1 or 10.2, returned by
the Buyer and accepted by the Seller may be credited to the Buyer at the Seller’s sole discretion and without any obligation on
the part of the Seller. Where Goods and/or Services returned to the Seller are not resalable they will not be considered for
credit and will be destroyed by the Seller at the Buyer’s expense in the interests of safety. A handling charge of up to 100% of
the value of the Goods and/or Services returned by the Buyer may be charged by the Seller.
10.5 Subject as expressly provided in these Conditions, and except where the Goods and/or Services are sold under a
consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent
permitted by law.
10.6 Where the Goods and/or Services are sold under a consumer sale the statutory rights of the Buyer are not affected by
these Conditions.
10.7 Except in respect of death or personal injury caused by the Seller’s negligence, or as expressly provided in these
Conditions, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or
other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or
consequential loss or damage sustained by the Buyer (including without limitation loss of profit or indirect or special loss),
costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the
Seller, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and/or Services or
their use or resale by the Buyer.
10.8 The Buyer shall be responsible to ensure that, except to the extent that instructions as to the use or sale of the Goods
and/or Services are contained in the packaging or labelling of the Goods and/or Services, any use or sale of the Goods and/or
Services by the Buyer is in compliance with all applicable statutory handling and sale of the Goods and/or Services by the
Buyer is carried out in accordance with directions given by the Seller or any competent governmental or regulatory authority
and the Buyer will indemnify the Seller against any liability loss or damage which the Seller might suffer as a result of the
Buyer’s failure to comply with this condition.

11. Buyer’s Default

11.1 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the
Seller, the Seller shall be entitled to:
(a) cancel the order or suspend any further deliveries to the Buyer;
(b) appropriate any payment made by the Buyer to such of the Goods and/or Services (or the Goods and/or Services supplied
under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported
appropriation by the Buyer); and
(c) charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of two per cent per
annum above Bank of England base rate from time to time, until payment in full is made (a part of a month being treated as a
full month for the purpose of calculating interest).
11.2 This condition applies if:
(a) the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or
(b) the Buyer becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the
meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) goes into
liquidation; or
(c) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
(d) the Buyer ceases, or threatens to cease, to carry on business; or
(e) the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and
notifies the Buyer accordingly.
11.3 If Condition 11.2 applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be
entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the
Goods and/or Services have been delivered but not paid for the price shall become immediately due and payable
notwithstanding any previous agreement or arrangement to the contrary.

12. Confidentiality, Publications and Endorsements

12.1 The Buyer undertakes to the Seller that:
(a) the Buyer will regard as confidential the contract and all information obtained by the Buyer relating to the business and/or
products of the Seller and will not use or disclose to any third party such information without the Seller’s prior written consent
provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Buyer’s
default;
(b) the Buyer will not use or authorise or permit any other person to use any name, trademark, house mark, emblem or symbol
which the Seller is licensed to use or which is owned by the Seller upon any premises note paper visiting cards advertisement
or other printed matter or in any other manner whatsoever unless such use shall have been previously authorised in writing by
the Seller and (where appropriate) its Licensor;
(c) the Buyer will use all reasonable endeavours to ensure compliance with this Condition by its employees, servants and
agents.
This Condition shall survive the termination of the Contract.

13. General

13.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing
addressed to the other party at its registered office or principal place of business or such other address as may at the relevant
time have been notified pursuant to this provision to the party giving the notice.
13.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent
breach of the same or any other provision.
13.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part
the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected
thereby.
13.4 The Contract shall be governed by the laws of England.
The Buyer accepts that these Conditions shall be binding upon the Seller and the Buyer unless varied in writing by the Seller:

 

A “full size” version of these Terms & Conditions is available on request!

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