In these Terms and Conditions ( Terms ), the following words and phrases shall have the following meanings:
1.1 ‘the Buyer’ means the person, firm or company who purchases the Goods from the Seller;
1.2 ‘the Seller’ means The Veterinary Company Limited;
1.3 ‘Contract’ means the contract between the Seller and the Buyer which shall be deemed to incorporate these Terms;
1.4 ‘Goods’ means any goods agreed in the Contract to be supplied by the Seller to the Buyer;
1.5 ‘Place of Delivery’ means the place to which the Goods are to be delivered.
In these Terms, reference to any statute or statutory provision shall be construed as a reference to such statute or statutory provision as amended, modified, re-enacted or replaced from time-to-time.
2. The Contract
2.1 The Contract shall be on these Terms to the exclusion of all other terms and conditions, including any such terms and conditions that are purported to be included or applied by the Buyer.
2.2 No terms and conditions contained in the confirmation of order, purchase order or other document of the Buyer will form part of the Contract.
3.1 The Seller reserves the right to alter the specification of any Goods and to withdraw any Goods from sale without notice.
3.2 Unless specifically agreed and approved in writing by the Seller, the Buyer or Buyer’s customer shall not remove, deface or replace any sign, marking or logo upon the Goods when offering them for resale.
3.3 A quotation for Goods by the Seller shall not constitute an offer and there shall be no binding Contract until the Seller has accepted and fulfilled the order.
3.4 The Company is willing to offer advice in the selection of Goods, but final selection, suitability and correct usage is the total responsibility of the Buyer.
4.1 Unless otherwise agreed in writing, the Place of Delivery shall be the Buyer’s premises and the Buyer shall take all reasonable steps to accept delivery of the Goods.
4.2 Any dates specified by the Seller for delivery of the Goods are intended to be an estimate only. If no date is specified for delivery of the Goods, delivery shall be within a reasonable time. Any Goods not available at the time of the Buyer’s order will be sent to the Buyer, as soon as possible, when received from the manufacturer.
4.3 Subject to the other provisions of these Terms, the Seller shall not be liable for any loss, whether direct or consequential, economic or loss of profits or otherwise, arising directly or indirectly out of any delay in the delivery of the Goods nor will any delay entitle the Buyer to terminate or rescind the Contract unless the delay exceeds 60 days.
4.4 Notification of Goods received damaged or incomplete must be made to the Seller on the day of delivery.
4.5 Notification of non-delivery must be made within 14 days of invoice.
5. Risk in and Ownership of the Goods
5.1 Risk in the Goods shall pass to the Buyer on delivery
5.2 Ownership in the Goods shall not pass to the Buyer until the Seller has received in full in cleared funds all sums due to the Seller in respect of the Goods and all other sums which are or may become due to the Seller from the Buyer on any account.
5.3 Products dispatched direct to a third party on instructions from the Buyer are deemed to have passed through the Buyer.
5.4 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
5.4.1 hold the Goods on a fiduciary basis as the Seller’s bailee;
5.4.2 store the Goods separately from all other goods of the Buyer or any third party in such a way that they remain identifiable as the Seller’s property;
5.4.3 not destroy or deface any identifying mark on the Goods or their packaging;
5.4.4 maintain the Goods in satisfactory condition insured with the Seller’s interest noted on the policy and hold any proceeds of such insurance on trust for the Seller and not mix them with any other money.
6.1 The price for the Goods shall, unless otherwise agreed, be the price set out on the date of delivery in the Seller’s price list.
6.2 The price for the Goods shall be exclusive of all costs of carriage and insurance and applicable VAT which the Buyer shall pay in addition.
6.3 The Buyer shall pay such deposit as the Seller shall direct.
7.1 Subject to paragraph 5, payment of the price of the Goods shall be due at point of sale and the method of payment shall be by a valid direct debit or credit card.
7.2 Payment shall not be deemed to have taken place until the receipt by the Seller of cleared funds.
7.3 The Seller will exercise its statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if it is not paid according to these Terms.
8.1 If the Buyer or the Buyer’s customer is dissatisfied with the Goods, but the Goods are not defective within the meaning of the Sale of Goods Act 1979 (amended), the Seller reserves the right to refuse return of the Goods.
8.2 If the Seller agrees to the return of the Goods:
8.2.1 The Buyer must request a returns form from the Seller.
8.2.2 Goods returned for credit must be sent, at the Buyer’s expense, to the Seller, accompanied by the returns form detailing the reason for return together with the invoice number against which they were supplied.
8.2.3 Goods will only be considered for credit if returned to the Seller in a saleable condition, complete with packaging, within 14 days of the invoice date against which they were supplied.
8.2.4 A 15% restocking charge will be levied on all items returned which have been correctly supplied by the Seller.
8.2.5 Non-stock items specially obtained or manufactured by the Seller for the Buyer will not be accepted back for credit or replacement.
8.2.6 Responsibility for Goods in transit remains with the sender at all times.
8.2.7 The Seller will not accept responsibility for Goods returned until received in the Seller’s premises.
9.1 The Seller warrants that the Goods are of satisfactory quality.
9.2 If the Buyer wishes to make a claim under this warranty, the Buyer shall give written notice to the Seller upon the discovery of the defect and give the Seller a reasonable opportunity to inspect the Goods in question.
9.3 The Seller shall not be liable for any breach of warranty if the Buyer makes any further use of the Goods after giving such notice or alters or repairs the Goods without the agreement of the Seller.
9.4 The Seller’s liability under the warranty shall be limited to repairing or replacing the Goods in question or refunding the price of such Goods, as the Seller deems appropriate.
10. Limitation of Liability
10.1 The Seller’s liability in contract, tort or otherwise arising out of the subject matter of the Contract shall not exceed the total value of the Goods delivered under the Terms and the Seller shall under no circumstances be liable to the Buyer for any consequential, indirect or economic loss or damages.
11. Force Majeure
11.1 If either party is subject to an event of Force Majeure, that is circumstances outside its reasonable control, including but not limited to war, fire, industrial disputes or civil commotion, it shall notify the other and the first party’s obligations under these Terms shall be suspended until it notifies the other party of the end of such event of Force Majeure.
12.1 If any part of these Terms is found to be void or unenforceable by any Court of competent jurisdiction, such part shall be severed from these Terms which will otherwise remain in full force and effect.
12.2 These Terms shall be governed by and interpreted according to English Law and the parties submit to the exclusive jurisdiction of the English Courts.