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| Terms and Conditions | 1. General
Headings and labels have been used in this document purely for convenience
and shall not directly affect their interpretation.
Any reference in these Conditions to any provision of a statute or statutory
instrument shall be understood as referencing any subsequent amendments,
re-enactments or extensions that may be in force at the time of the
Contract.
Definitions:
Herein 'Customer' is meant as the person, business or organisation who
accepts a quotation of the Vendor for the sale of Goods or whose order for
Goods is accepted by the Vendor.
Herein 'Goods' is meant as the goods (including any installment of the
goods, or any parts for them) which the Vendor is to supply in accordance
with these conditions.
Herein 'Vendor' means Z.L Price trading as Vagabonds who operations office
is at: Vagabonds, C/o Fox Hollow, Towyn Way East, Towyn, Abergele, Conwy,
LL22 9NB North Wales UK. Herein 'Conditions' is meant as the standard terms
and conditions of sales set out in this document to including any additional
special terms and conditions which will be agreed in writing between the
Customer and the Vendor prior to any transaction.
Herein 'Contract' is meant as the contract for the purchase and sale of the
Goods.
Herein 'Writing' is meant to include written letter, electronic mail,
facsimile transmission as well as any other comparable means of
communication at our discretion.
2. The basis of the Sale
The Customer shall purchase the Goods and the Vendor shall sell the Goods in
accordance with any written quotation from the Vendor which is accepted by
the Customer, or any written order from Customer which is accepted by the
Vendor; either casing being subject to these Conditions, which shall govern
the Contract to the absolute 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 Customer.
This condition does not apply where the Customer deals with the Vendor as a
consumer. No variation to these Conditions shall be binding unless agreed in
Writing between the authorised representatives of the Customer and the
Vendor.
The following sub-clauses do not apply where the Customer deals with the
Vendor as a consumer:
Only written representations concerning Goods from employees of Vendor, or
their agents, are authorised. Upon entering into a Contract the Customer
acknowledges that it has not relied on non-written representations.
Any recommendations or advice not given to the Customer in writing, or its
employees or agents, as to the storage, application or use of Goods is
followed or acted upon entirely at the Customer's own risk. The Vendor shall
only be liable for any such advice or recommendations which are confirmed in
writing.
Any clerical, typographical or other error or omission in any sales
literature, quotation, price list, acceptance of offer, invoice or other
document or information issued by the Vendor shall be subject to correction
without any liability on the Vendors part.
3. Orders & Specifications
The Customer shall be responsible to the Vendor for ensuring the accuracy of
the terms of any order (including any applicable specification) submitted by
the Customer, and for giving the Vendor any necessary information relating
to the Goods within a sufficient time to enable the Vendor to perform the
Contract in accordance with its terms.
The quantity, quality and description of and any specification for the Goods
shall be those set out in the Vendor's quotation (if accepted by the
Customer) or the Customer's order (if accepted by the Vendor)
If the Goods are to be manufactured in accordance with a specification
submitted by the Customer, the Customer shall indemnify the Vendor against
all loss, damages, costs and expenses awarded against or incurred by the
Vendor in connection with or paid, or agreed to be paid, by the Vendor in
settlement of any claim for infringement of any patent, copyright, design,
trade mark or other industrial or intellectual property rights of any other
person which results from the Vendor's use of the Customer's specification.
Once an order has been accepted by the Vendor the Customer may only cancel
the order with the Vendor's agreement in Writing and on terms that the
Customer shall indemnify the Vendor 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 Vendor as a result of the
Customer order cancellation.
All cancellations and amendments to orders must be sent to the Vendor in
writing by either fax/email. If no written confirmation is received then no
changes will be made to the order and goods will be delivered as per the
order.
Orders placed before 4:30pm on a business day will be processed that day and
will be delivered as per the requested delivery option provided no
additional security checks are required and all stock items are available.
The follow sub-clause(s) do not apply where the Customer deals with the
Vendor as a consumer:
No order submitted by the Customer shall be deemed to be accepted by the
Vendor unless and until confirmed in Writing by the Vendor's authorised
representative.
4. Price of Goods
All Goods shall be priced at the Vendor's quoted price.
All Goods are subject to not being sold at less than the Vendor's cost
price.
Where no price has been quoted the price listed in the Vendor's current
published price list at the date of acceptance of the order. In the absence
of a current published price the price may be specified at the Vendor's
discretion.
If quoted price is no longer valid Goods shall be priced in accordance with
Vendor's current published price list current at the date of acceptance of
the order.
Where an order is made for items that are not immediately available for
dispatch the price of those items is subject to change based upon market
conditions. The Customer will always be notified of any increase in price
before any additional charges are made by the Vendor.
Except as otherwise stated under the terms of a quotation or in any price
list of the Vendor, and unless otherwise agreed in Writing between the
Customer and the Vendor, all prices are given by the Vendor on an ex works
basis, and where the Vendor agrees to deliver the goods otherwise than at
the Vendor's premises, the Customer shall be liable to pay the Vendor's
>harges for the transport, packaging and insurance.
The price is exclusive of any applicable Value added Tax, which the Customer
shall be additionally liable to pay to the Vendor, unless the Vendor has
been provided with evidence that the Customer is exempt from paying Value
added Tax (or equivalent).
5. Payment
The Vendor shall not be bound to deliver the Goods until the Customer has
paid for them. Payment shall be due before the Delivery date and time for
payment shall be of the essence.
This condition does not apply where the Customer deals with the Vendor as a
consumer. The Customer shall pay the price of the Goods upon delivery. Time
for payment shall be of the essence.
The follow sub-clause(s) do not apply where the Customer deals with the
Vendor as a consumer:
If the Customer fails to make any payment on the due date then, without
prejudice to any other right or remedy available to the Vendor, the Vendor
shall be entitled to cancel the Contract or suspend any further deliveries
to the Customer; appropriate any payments made by the Customer to such of
the Goods (or the Goods supplied under any other contract between the
Customer and the Vendor) as the Vendor may regard fit (notwithstanding any
purported appropriation by the Customer); and charge the Customer interest
(both before and after any judgment) on the amount unpaid, at the rate of 4
per cent per annum above the 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).
6. Acceptance of the Goods
If the Customer properly rejects any of the Goods which are not in
accordance with the contract, the Customer shall nonetheless pay the full
price for such Goods unless the Customer promptly gives notice of rejection
to the Vendor and at the Customer's cost returns such Goods to the Vendor as
soon as reasonably practicable.
Returns - Any item returned to the Vendor which is found not to be defective
may incur a 20% handling charge. Any item returned to the Vendor for
Credit/Refund may incur a handling charge if the items are not returned in
pristine condition.
7. Delivery
This condition does not apply where the Customer deals with the Vendor as a
consumer. The Vendor shall make delivery of the Goods to the Customer as
agreed by the Vendor.
This condition does not apply where the Customer deals with the Vendor as a
consumer. Any dates quoted for delivery of the Goods are approximate only
and the Vendor shall not be liable for any delay in delivery of the Goods
however caused. Time for delivery shall not be of the essence of the
Contract unless previously agreed by the Vendor in writing. The Goods may be
delivered by the Vendor in advance of the quoted delivery date upon giving
reasonable notice to the Customer.
Where the Goods are to be delivered in installments, each delivery shall
constitute a separate Contract and failure by the Vendor to deliver any one
or more of the installments in accordance with these Conditions or any claim
by the Customer in respect of any one or more installments shall not entitle
the Customer to treat the Contract as a whole as repudiated.
If the Customer fails to take delivery of the Goods or fails to give the
Vendor adequate delivery instructions at the time stated for delivery
(otherwise than by reason of any cause beyond the Customer's reasonable
control or by reason of the Vendor's fault) then, without prejudice to any
other right or remedy available to the Vendor, the Vendor may: store the
Goods until actual delivery and charge the Customer for the reasonable costs
(including insurance) of storage; or sell the Goods at the best readily
available obtainable and (after deducting all reasonable storage and selling
expenses) account to the Customer for the excess over the price under the
Contract or charge the Customer for any shortfall below the price under the
Contract.
The Goods shall be delivered to the Customer at the Customer's address. The
risk on the Goods shall pass to the Customer upon such delivery taking
place.
In the event that the Vendor shall arrange for the carriage of the Goods to
the Customer's address, then the carrier shall be deemed to be the Customer'
s agent and the Vendor shall not be responsible for any delays in delivery
of the Goods beyond its reasonable control.
8. Risk & Property
Risk of damage to or loss of the Goods shall pass to the Customer in the
case of the Goods to be delivered otherwise than at the Vendor's premises,
at the time of delivery or, if the Customer wrongfully fails to take
delivery of the Goods, the time when the Vendor has tendered delivery of the
Goods.
Not withstanding delivery and the passing of risk in the Goods, or any other
provision of these Conditions, the property in the Goods shall not pass to
the Customer until the Vendor has received in cash, or cleared funds,
payment in full of the price of the Goods and all other Goods agreed to be
sold by the Vendor to the Customer for which payment is then due.
Until such time as the property in the Goods passes to the Customer, the
Customer shall hold the Goods as the Vendor's fiduciary agent and bailee,
and shall keep the Goods separate from those of the Customer and third
parties, and properly stored, protected and insured and identified as the
Vendor's property, but the Customer shall be entitled to resell or use the
Goods in the ordinary course of its business.
Until such time as the property in the Goods passes to the Customer, (and
provided the Goods are still in existence and have not been resold), the
Vendor shall be entitled at any time to require the Customer to deliver up
the Goods to the Vendor and, if the Customer fails to do so forthwith, to
enter upon any premises of the Customer or any third party where the Goods
are stored ad repossess the Goods.
The Customer shall not be entitled to pledge or in any way charge by way of
security for any indebtedness any of the Goods which remain the property of
the Vendor, but if the Customer does so all moneys owing by the Customer to
the Vendor shall (without prejudice to any other right or remedy of the
Vendor) forthwith become due and payable.
9. Warranties & Liability where the Customer deals with the Vendor as a
Consumer.
Where the Goods are sold under a consumer transaction (as defined by the
Consumer Transactions (Restrictions on Statements) Order 1976) the statutory
rights of the Customer are not affected by these Conditions.
Insolvency of Customer, this clause does not apply where the Customer deals
with the Vendor as a consumer but applies if:
the Customer makes any voluntary arrangements with its creditors or (being
an individual or firm) becomes bankrupt or (being a company) becomes subject
to an administration order or goes into liquidation (otherwise than for the
purpose of an amalgamation or reconstruction); oran encumbrance takes
possession, or a receiver is appointed, of any of the property or assets of
the Customer; or
the Customer ceases, or threatens to cease, to carry on business; or
the Vendor reasonably apprehends that any of the events mentioned above is
about to occur in relation to the Customer and notifies the Customer
accordingly.
If this clause applies then, without prejudice to any other right or remedy
available to the Vendor, the Vendor shall be entitled to cancel the Contract
or suspend any further deliveries under the Contract without any liability
to the Customer, and if the Goods have been delivered but not paid for the
price shall become immediately due and payable not withstanding any previous
agreement or arrangement to the contrary.
10. Warranties & Liability where the Customer does not deal with the Vendor
as a Consumer.
The Customer shall only be entitled to the benefit of any warranties or
guarantees as are given by the manufacturer of the Goods. All warranties,
conditions or other terms implied by statute or common law are excluded to
the fullest extent permitted by law.
All Goods to be returned must first have authorisation from the Vendor or
Manufacturer and must be returned at the expense of the Customer (unless the
Vendor or Manufacturer agree to collect the Goods)
In the event that the manufacturer replacing or repairing the Goods and the
Vendor receiving these Goods back from the manufacturer, the Vendor shall
immediately despatch those Goods at his own cost to the Customer.
The Vendor shall be under no liability in respect of any defect in the Goods
arising from any drawing, design or specification supplied by the Customer.
The Vendor shall be under no liability in respect of any defect arising from
fair wear and tear, wilful damage, negligence, abnormal working conditions,
misuse or alteration of the Goods without the Vendor's approval.
The Vendor shall be under no liability under the above warranty (or any
other warranty, condition or guarantee) if the total price of the Goods has
not been paid by the due date for payment.
Any claim by the Customer which is based on any defect in the quality or
condition of the Goods or their failure to correspond with specification
shall (whether or not delivery is refused by the Customer) be notified to
the Vendor within 7 days from the date of delivery or (where the defect or
failure was not apparent on reasonable inspection) within a reasonable time
after discovery of the defect or failure. If delivery is not refused and the
Customer does not notify the Vendor accordingly, the Customer shall not be
entitled to reject the Goods and the Vendor shall have no liability for such
defect or failure and the Customer shall be bound to pay the price as if the
Goods had been delivered in accordance with the Contract.
Where any valid claim in respect of any of the Goods which is based on any
defect in the quality or condition of the Goods or their failure to meet
specification is notified to the Vendor in accordance with these Conditions,
the Vendor shall be entitled to replace the Goods (or the part in question)
free of charge or at the Vendor's sole discretion, refund to the Customer
the price of the Goods (or a proportionate price of the price), but the
Vendor shall have no further liability to the Customer.
Except in respect of personal injury caused by the Vendor's negligence, the
Vendor shall not be liable to the Customer by reason of any representation
(unless fraudulent), or any implied warranty, condition or other term, or
any duty at common law, or under the express terms of the Contract, for any
indirect, special or consequential loss or damage (whether for loss of
profit or otherwise), costs, expenses or other claims for compensation
whatsoever (whether caused by the negligence of the Vendor, its employees or
agents or otherwise) which arise out of or in connection with the supply of
the Goods or their use or resale by the Customer and the entire liability of
the Vendor under or in connection with the Contact shall not exceed the
price of the Goods, except as expressly provided in these Conditions.
The Vendor shall not be liable to the Customer or be deemed to be in breach
of the Contract by reason of any delay in performing, or any failure to
perform, any of the Vendor's obligations in relation to the Goods, if the
delay or failure was due to any cause beyond the Vendor's reasonable
control. Without prejudice to the generality of the foregoing shall be
regarded as causes beyond the Vendor's reasonable control:
Act of God, explosion, flood, tempest, fire accident,
War or threat of war, sabotage, insurrection, civil disturbance or
requisition.
Acts, restrictions, regulations, bylaws, prohibitions or measures of any
kind on the part of any government, parliamentary or local authority. 9.10.4
Import or export regulations or embargoes.
Strikes, lock outs or other industrial actions or trade disputes (whether
involving employees of the Vendor of a third party)
Difficulties in obtaining raw materials, labour, fuel parts or machinery
Power failure or breakdown in machinery.
11. Confidentiality
When the Vendor does not deal with the Customer as a Consumer the Customer
hereby acknowledges and confirms that the Customer shall not divulge to any
party any information of a secret or confidential nature (except for that
which is already in the public domain) in relation to the Vendor or the
Vendor's business, which is disclosed to it or its advisors by the Vendor or
its advisors, unless the Vendor provides explicit written consent.
12. General
Any notice required or permitted to be given by either party to the other
under these Conditions shall be in Writing addressed to that 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 notice.
This condition does not apply where the Customer deals with the Vendor as a
Consumer. No waiver by the Vendor of any breach of the Contract by the
Customer shall be considered as a waiver of any subsequent breach of the
same or any other provision.
This condition does not apply where the Customer deals with the Vendor as a
Consumer. 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.
This condition does not apply where the Customer deals with the Vendor as a
Consumer. The contract shall be governed by the laws of England and the
Customer agrees to submit to the non-exclusive jurisdiction of the English
courts.
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