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Terms and Conditions
VSM Terms and Conditions of Business
 
1.     THE CONTRACT
1.1   For the purposes of this contract hereafter VSM ABRASIVES LIMITED shall be described as the “Supplier” and the entity placing an order shall be described as the “Customer”.
1.2  There can be no variance to these Terms and Conditions of Business (the Contract) whatsoever unless varied by written documentation and signed by an authorised signatory of the Supplier.
1.3   The placing of an order by a Customer shall be deemed acceptance of these Terms in their entirety. These terms shall apply to the exclusion of all other terms and conditions and will override any terms and conditions which the buyer purports to apply under any purchase order. Any subsequent verbal orders will be bound by these Terms.
 
2.     ORDER ACCEPTANCE AND PRICING
2.1  All prices quoted are exclusive of V.A.T. and are subject to the prevailing rate of V.A.T. at the date of invoice. All prices quoted apply to a specific order only and are subject to change, without prior notification.
2.2  All prices quoted are strictly net and include delivery, subject to minimum net order value,  to site on mainland UK or FOB to any UK Mainland Port for any other destination. The company reserves the right to charge the Customer for any special delivery requirements e.g. Next day am Delivery, Non Standard Packaging.
2.3 The Supplier will issue an “Order Acknowledgement” accepting a Customer order; any discrepancies should be notified to the Supplier immediately.
 
3.    DELIVERY
3.1  All dates given by the Supplier for delivery are estimated dates only and time shall not be made of the essence by notice. The Supplier shall incur no liability for any loss or damage whatsoever as a result of a failure to adhere to any such dates nor can any such failure be used as an excuse for non acceptance of any such delivery.
3.2 The Supplier shall be entitled to make partial deliveries, invoice for goods delivered and expect payment in accordance with his terms of payment.
3.3  It is the Customers responsibility to inform the Supplier  of any discrepancies against the delivery documents i.e, short delivered or damaged goods. Notification of such items must be given in writing to the Supplier within 5 working days from the date of delivery. If it is not possible to examine the goods at time of delivery then the Carriers delivery documents must be marked Unexamined. (Time is of the essence of this clause)
3.4  Items notified to the supplier as damaged must be returned within 14 days from the date of the notification. All items will only be accepted for refund/credit by the Supplier if they are returned in the original boxes/packaging. (Time is of the essence of this clause)
3.5  For items made to a customers specific request then the supplier reserves the right to over/under deliver to a tolerance of plus or minus 20% on orders of up to 25 pieces and to a tolerance of 10% on any order over 25 pieces.
 
4.    TERMS OF PAYMENT 
4.1  All payments are due no later than end of month following the month of invoice date. These payment terms shall apply at all times unless varied in writing by an authorised officer of the Supplier. Time for payment shall be of the essence of the Contract.
4.2   All payments should be made in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
4.3   All amounts overdue for payment due to the Supplier shall, at the Suppliers discretion, bear interest at the rate of 2% per month, compounded, for the period from the date of invoice to the date of settlement. In addition all costs of any recovery action shall be borne by the Customer.
4.4  In the event of the Supplier having any indication of the Customer being unable to settle its accounts as and when they fall due, notwithstanding any other remedies, all amounts due to the Supplier shall become payable in full immediately. In addition the Supplier reserves the right to uplift goods supplied to mitigate amounts due to it and shall assess such goods and credit such values, as it deems reasonable.
 
5.    TITLE AND RISK 
5.1   Risk and therefore responsibility for insurance of all items supplied shall pass to the Customer upon delivery within the United Kingdom.
5.2  Title of items supplied by the Supplier does not pass until all outstanding amounts due to the Supplier, for any reasons whatsoever, have been settled in full, including any penalties for late payment accruing under these Terms or as varied by  Government Legislation. No goods are supplied on a “sale or return” basis.
 
6.   WARRANTY
6.1 The Supplier warrants that all goods supplied are to the best of their knowledge of merchantable quality and are free of any defects due to materials, design, or workmanship.
6.2  Should the Supplier accept the validity of any claim under clauses 3.3 and 3.4, as well as any other type of claim by a customer, liability shall be limited at all times to the replacement or repair of such items. The method of settlement of any claim is at the discretion of the Supplier. No third party claims will be entertained, as it is incumbent upon the Customer to ensure that the correct purpose of all goods is supplied to end-users.
6.3  The Supplier reserves the right to make alterations in design, colour, finish, or content of the goods sold from the samples shown or displayed brochures and catalogues. All goods are supplied subject to availability.
6.4 The Supplier at all times reserves the right, not withstanding any other remedies available to it, to refuse to supply and/or suspend further deliveries and/or stop goods in transit or fulfil any other obligations of this contract without having to give a reason, whether or not the Customer fails to fulfil any of its obligations under this contract.
 
7.    LIABILITY
7.1   In the event of insolvency, liquidation, receivership or bankruptcy not withstanding any other remedies available to the Supplier clause 4.4 of this contract applies.
7.2  The supplier has no liability to the client for consequential loss whatsoever due to short, late or incomplete deliveries, damaged goods or incorrectly specified goods for the intended application resulting in the Customer producing a defective product.
7.3  The Supplier shall not be held responsible to the Customer and therefore has no liability to the Customer whatsoever for any non-performance whatsoever in whole or in part of its obligations as conferred under the Terms of this contract for any reason or cause beyond its control. Such reasons shall include (but not inclusively) strikes, lockouts, disruption of power, transport, materials or fuel supplies, acts of war and civil disturbance.
7.4    If any section of this contract is deemed by any court to be unreasonable or invalid, then all remaining terms will continue to apply.
 
8.    CANCELLATION 
8.1  Should the Customer decide at any time after placing an order, to cancel or change their instructions, the Supplier shall, at his discretion, be entitled to invoice as if the order had been fulfilled in its entirety, such entitlement shall be in addition to other rights conferred upon the Supplier as contained in these Terms.
 
9.    LAW
9.1  This agreement is governed by the Laws of England.