1. These Conditions of Sale (“the Conditions”) supplied by Vitrify Limited (“the Company”) to a purchaser (“the Buyer”) shall be incorporated into each contract (“the Contract”) made by the Company for the sale of the Company’s goods (“the Goods”). The Company contracts as aforesaid upon such terms as are agreed between the Company and the Buyer and upon the terms of the Conditions alone. No conditions or terms of the Buyer shall apply to this contract. No variation of any of the Conditions shall be effective unless in writing and signed by a duly authorised representative of the Company.
2. The Contract shall become binding only upon the confirmation of acceptance of any order by the Company in writing and accordingly all quotations or tenders made and price of product lists supplied by the Company shall be treated as invitations to treat only.
3. If goods are supplied in accordance with the Buyer’s specifications (“the Specification”) the Buyer shall be solely responsible for the Specifications and ensuring that they are accurate.
4. We do not accept liability for any goods which have been subjected to any further process of manufacture, assembly or alteration after they have left our hands.
5. All prices shall be stated by the Company.
6. All prices shall be exclusive of Value Added Tax and other taxes from time to time in force.
7. Except where terms are specifically stated, payment is due immediately after receipt of goods. Where credit facilities have been granted payment is due according to the terms of such facility.
8. When goods have to be specifically manufactured, the Buyer must accept as completion any variation in quantity up to 10% over or below the quantity ordered.
9. The Buyer shall not be entitled to reject the Goods by reason of short delivery.
10. Unless otherwise specified by the Company all prices quoted are exclusive of post, packaging and insurance.
11. When goods are manufactured for the first time, part-cost of any new dies / tools will be charged to the Buyer unless prior alternative arrangements have been made in writing. Such dies / tools may not be removed from our control and shall remain the property of the Company.
12. When the Buyer’s own dies / tools are used, we shall exercise every reasonable precaution to insure they are maintained in good condition but we cannot be held responsible for any loss or damage to such dies / tools whilst in our possession.
13. We reserve the right to charge for any design artwork not being returned to us on demand.
14. Any samples submitted by the Company may be charged for if not returned in good condition within twenty-eight days from the date of despatch carriage paid.
15. Failure to pay for any goods on the due date shall give us the right to withhold further deliveries until such payment as been made or, at our discretion, to cancel the balance of the order.
16. If the Buyer fails to make any payment by the due date, we reserve the right to charge a finance charge on the overdue amount at the rate of 5% (above the Bank of England base rate) per calendar month, or part thereof, on the unpaid amount.
17. If the recovery of sums outstanding from the Buyer is passed to a Debt Collection Agency the Buyer shall pay the Company’s costs in instructing the said Debt Collection Agency and all ancillary legal costs.
18. We shall not be bound in any way by any agreement or settlement between the Buyer and a third party unless a director of the Company has previously agreed in writing to be a party to such agreement or settlement.
19. If the Buyer shall purport to cancel the whole or any part of the Contract, the Company may by notice in writing to the Buyer elect to treat the Contract as repudiated and the Buyer shall thereupon be liable to pay to the Company by way of liquidated damages a sum equal to all the expenses incurred by the Company in connection with the Contract, including an appropriate amount in respect of administrative overheads, costs and losses of profit. The Company’s reasonable estimate of the expenses incurred shall be final and binding on the parties.
20. All prices quoted are subject to adjustment or variations in exchange rates, Value Added Tax, Import Duties and other levies between the date of acceptance of the order and the delivery and / or invoice dates. Such adjustments do not give the Buyer the right to cancel the order.
21. In respect of sales of the goods outside the United Kingdom the provisions of the Conditions shall apply unless inconsistent with the terms of this clause.
22. The acknowledgement is presented and accepted on the express condition that the Buyer has the legal right to place the order.
23. The Buyer shall indemnify the Company against all damages loss costs claims and expenses arising out of any infringement of any letters patent registered design trademark, trade name or copyright or any claim for such infringement or any claim for passing-off arising out of work carried out in accordance with the Buyers’ specification.
24. It is the Buyer’s responsibility to notify the Company if the Goods have not been received by the Buyer within seven days of the date of receipt of the Company’s invoice therefor. If no notification is made the Buyer shall be deemed to have received the Goods.
25. Title to the goods (both legal and beneficial) will pass to the Buyer only when payment has been made in full.
26. In the event that any die / tool used in connection with the manufacture of an order need to be replaced, should the Company deem that the cost involved in their replacement renders the order unviable, the Company reserves the right to cancel in writing any order it has accepted, unless it is able to agree with the Buyer an extra charge in respect of said order.
27. The Company reserves the right to mark all its products and packaging with the full name or any amendment thereof of the Company (or of any associated Company) and / or trademark or other symbol representing the quality of the product, unless previously agreed in writing with the Buyer.
28. No Buyer or any other third party, whether directly or indirectly connected, may refer to or use in any way whatsoever the name of Vitrify (or of any associated company), or Buttlinks, without the written permission of a director of the Company.
29. The Contract is and shall be deemed to have been made in England and shall in all respects be governed by English Law and shall be subject to the non-exclusive jurisdiction of the English Courts.

RETAIL TERMS & CONDITIONS

For the Terms and Conditions covering our Retail business, please click here.