1. DEFINITIONS
(a) "Vet-Tech Solutions Limited" - Vet-Tech Solutions Limited, being the Vendor of the goods which are the subject of this Agreement.
(b) "the Equipment" - all the items and services ordered by the Purchaser.
(c) "the Price" - the total price as agreed and documented between Vet-Tech Solutions Limited and the Purchaser subject to the terms of paragraph 2 below.
(d) "the Purchaser" - the person, firm or company who or which has accepted any quotation issued by Vet-Tech Solutions Limited and/or agrees to purchase the Equipment. If the Purchaser is a company which is a subsidiary of or controlled by another company, then that fact must be disclosed to Vet-Tech Solutions Limited prior to entering into the purchase contract.
2. PAYMENT
(a) The Purchaser will pay the Price for the Equipment. Except where agreed to the contrary and documented in writing by Vet-Tech Solutions Limited payment is due within 30 days from date of receipt of Vet-Tech Solutions Limited's invoice.
(b) The prices quoted by Vet-Tech Solutions Limited take into account freight rates, currency change rates, import and other duties and taxes of whatsoever kind {other than VAT} seen by Vet-Tech Solutions Limited as applicable at the date of this Agreement. In the event of changes beyond the control of Vet-Tech Solutions Limited, in such rates, duties and taxes payable or collectable by Vet-Tech Solutions Limited, the Price shall be adjusted accordingly.
(c) The prices quoted by Vet-Tech Solutions Limited are exclusive of VAT. VAT shall be charged at the prescribed rate at the date of invoicing (unless on receipt of a VAT Exemption Certificate). The Purchaser shall pay the VAT to Vet-Tech Solutions Limited as if it were part of the Price and all requirements and other provisions concerning payment of the Price shall apply accordingly.
(d) The prices quoted by Vet-Tech Solutions Limited do not include either delivery of the Equipment to the Purchaser or special handling or any special packaging requested by the Purchaser. If requested by the Purchaser, these services may be provided at Vet-Tech Solutions Limited's discretion and shall be charged at the prevailing rates at the time of such delivery, special handling or special packaging. The Purchaser shall pay such charges to Vet-Tech Solutions Limited as if they were part of the price and all other provisions concerning the payment of the Price shall apply accordingly.
(e) Vet-Tech Solutions Limited shall be entitled to interest on monies outstanding for more than thirty (30) days from the date of receipt of Vet-Tech Solutions Limited invoice at a rate of 2.5% per month from the 31st day to the date of final payment.
3. CANCELLATION
If for any reason, the Purchaser cancels any order {or portion thereof} for the Equipment, a charge will be made by Vet-Tech Solutions Limited so as to Indemnify Vet-Tech Solutions Limited against any losses and/or additional costs {administrative or otherwise} resulting there from. This charge will normally be 10% of the Price {minimum £100} but may be higher in the event of the Equipment ordered being of a non-standard nature.
4. SALE OR RETURN
All sale or return agreements will be confirmed in writing prior to delivery of the goods, the maximum length of a Sale or Return period shall be no longer than 30 Days from despatch by Vet-Tech Solutions Limited. Should goods be returned after 30 Days the full invoice amount will be payable.
Where a Sale or Return agreement has been entered into and goods are returned by the Purchaser for whatever reason, Vet-Tech Solutions Limited reserves the right to make a charge for any damage incurred to the equipment during the Sale or Return period.
A purchase order number must be provided prior to despatch of all Sale or Return items, if for any reason the goods are deemed unsuitable, a full credit note will be issued.
5. DELIVERY
Vet-Tech Solutions Limited shall use all reasonable endeavours to provide the Equipment ready for despatch to the Purchaser no later than the date specified in the order {hereinafter called the "Delivery date"} but any such Delivery date is to be treated as an estimate only, not involving Vet-Tech Solutions Limited in any liability for any liability for failure to deliver on such date.
6. TITLE AND RISK
(a) Until payment of the Price in full has been received by Vet-Tech Solutions Limited, property in the Equipment shall remain vested in Vet-Tech Solutions Limited and the Equipment shall remain conspicuously marked as being the property of Vet-Tech Solutions Limited.
(b) Failure to pay any part of the Price in full shall give Vet-Tech Solutions Limited the right to take possession of the Equipment {including the right of Vet-Tech Solutions Limited to enter in or upon the Purchasers premises and take possession of the Equipment} with or without notice and without liability.
(c) Notwithstanding that property in the Equipment does not pass until full payment has been received, the risk of loss or damage shall pass to the Purchaser upon satisfactory delivery and Vet-Tech Solutions Limited accepts no liability whatsoever as bailee or otherwise of the Equipment after that date.
7. SOFTWARE
Software, manuals and technical literature supplied with the Equipment may not be reproduced {except insofar as this is essential for operation of the Equipment purchased}, assigned, sublicensed or otherwise transferred by the Purchaser.
8. LIABILITY
(a) Vet-Tech Solutions Limited shall have no liability {other than that imposed by the Unfair Contract Terms Act 1977 }, for any direct injury, loss or damage whatsoever, if the cause thereof lies beyond the reasonable control of Vet-Tech Solutions Limited and Vet-Tech Solutions Limited shall have no liability whatsoever in respect of any consequential injury, loss or damage, including any injury, loss or damage arising from any malfunctioning of, or defect in, or failure of any of the Equipment, or any loss of the use of any item of Equipment.
(b) No representation shall be taken to have been given or implied, from anything said or written, prior to the making of the order, including anything said or written in the negotiations between the parties hereto, or their authorized representatives, but nevertheless if any representation shall subsequently be found, or deemed to have been given, it is hereby expressly excluded or restricted to the extent permitted by the Misrepresentation Act 1957 as amended by the said Unfair Contract Terms Act of 1977.
(c) No agent, employee, contractor, or representative of the Company has any authority to bind the Company to any affirmation, representation, condition or warranty concerning the Equipment sold, unless such affirmation, representation, condition or warranty is specifically included within the Agreement or is given in writing by a Director of Vet-Tech Solutions Limited when acting for and on behalf of the Company in waiving, amending, or supplementing this Agreement in accordance with paragraph 10 c.
(d) In cases where Vet-Tech Solutions Limited is asked to recommend equipment to meet the purchaser's needs the purchaser should be aware that it is not practicable for Vet-Tech Solutions Limited to predict with complete accuracy in advance, the equipment which will be needed to satisfy the purchaser's requirements. All such recommendations are therefore estimates only and Vet-Tech Solutions Limited can accept no responsibility if any goods supplied, fail to meet the purchaser's requirements, or to achieve any particular level of performance.
9. WARRANTY
(a) Vet-Tech Solutions Limited ensure that the Purchaser receives the benefit of all guarantees and warranties which have been given to Vet-Tech Solutions Limited by the manufacturer or supplier. The Purchaser is recommended to study such warranty and ensure that any conditions are fully complied with. All Equipment is under warranty for one year from date of delivery.
(b) In cases where no guarantee or warranty is offered by the manufacturer or supplier, or any act of Vet-Tech Solutions Limited has invalidated such guarantee or warranty, the purchaser shall discover within 90 days from the date of delivery that the equipment supplied by Vet-Tech Solutions Limited was defective, Vet-Tech Solutions Limited will replace or repair the equipment proved to be defective, provided that the equipment shall be brought back to Vet-Tech Solutions Limited' premises at the purchaser's expense.
(c) Vet-Tech Solutions Limited accepts no liability for any losses or damage of any form whatsoever suffered by the Purchaser as a result of any defects in the equipment supplied.
10. FORCE MAJEURE
Vet-Tech Solutions Limited shall be under no liability for any delay in, or failure, to perform all, or any part of its obligations hereunder, such delay or failure shall be due to Acts of God, strikes, lockouts, labour disturbances, civil disturbances, statute order, or any regulation of any Government, public, local or other Authority, delays or defaults of supplies and subcontractors, and without prejudice to the generality of the foregoing, any other causes beyond the reasonable control of Vet-Tech Solutions Limited.
11. GENERAL
(a) This Agreement shall be governed for all purposes by the laws of England.
(b) No time or indulgence granted by Vet-Tech Solutions Limited shall affect the strict rights of Vet-Tech Solutions Limited under this Agreement.
(c) This Agreement constitutes the entire agreement between Vet-Tech Solutions Limited and the Purchaser and may be waived, amended or supplemented, only in writing, executed jointly by Vet-Tech Solutions Limited and the Purchaser. No items or conditions stipulated by the purchaser shall have any effect unless agreed in writing by Vet-Tech Solutions Limited.