Terms and Conditions of Trade

The following terms and conditions of sale shall be deemed to be incorporated into and form a part of any contract between Vigour Limited (“Vigour”) and the customer (“Purchaser”) for the supply of goods, to the exclusion of any terms or conditions set out in the Purchaser’s order.

1. ORDERS: All orders for goods shall be deemed to be an offer to purchase the items specified in such order which Vigour may, in its absolute discretion, accept by issuing an invoice in respect of such goods.

2. ACCEPTANCE: Vigour may at its discretion accept an order either as regards all the goods listed in the order or any one or more of them. Supply of any goods by Vigour shall constitute acceptance of the order only as regards the goods in respect of which an invoice is issued.

3. DELIVERY: Any time for delivery stated by Vigour is an estimate only and whilst Vigour will use all reasonable endeavors to deliver by any requested delivery date, it does not warrant that such date will be met. In no case shall Vigour be liable for any loss or damage resulting either directly or indirectly from a failure to deliver by any specific date.

4. PAYMENT: Payment will be by cash on delivery unless Vigour has agreed to extend credit to the Purchaser, in which case payment is to be made in full by the 20th of the month following delivery unless otherwise agreed by Vigour. Payment by cheque or by any type of bank transfer will not be considered payment until the payment has been fully cleared through the banking system into Vigour’s bank account. The Purchaser will pay goods and services tax on all invoices payable in respect of the supply of the goods.

5. INTEREST: If payment is not made in full by the due date, Vigour is entitled to charge the Purchaser interest on the unpaid overdue balance from the due date for payment at the rate of 5% per annum above the current commercial overdraft rate charged by Vigour’s bankers, compounding monthly on the unpaid balance owing on the first day of each month until payment in full is received by Vigour.

7. IMMEDIATE PAYMENT: Notwithstanding clause 4, all payments shall become due to Vigour in the event that a receiver is appointed over any of the Purchaser’s assets or undertaking, a liquidator is appointed or the Purchaser goes into voluntary liquidation, the Purchaser makes or attempts to make an arrangement or composition with creditors, or the Purchaser becomes insolvent within the meaning of the Insolvency Act 1967 or the Companies Act 1993, or commits any act of bankruptcy.

8. PROPERTY IN THE GOODS: Until Vigour receives payment in full of the purchase price of the goods and all other amounts owing to Vigour from the Purchaser, property in the goods will not pass to the Purchaser but will remain with Vigour and the Purchaser shall hold the goods as fiduciary bailee for Vigour provided however that the Purchaser may sell such goods to a customer in the ordinary course of business and in the case of such a sale (but not otherwise) the property in the goods so sold shall vest in the Purchaser immediately prior to the time of sale for the sole purpose of enabling the Purchase to transfer ownership and property to its customer.

9. REFUND POLICY: If Vigour supplies any goods which Vigour subsequently accepts are defective, Vigour will accept the return of the defective goods to, at its option, replace those goods or credit the Purchaser all or part of the price paid by the Purchaser to Vigour for the goods provided that Vigour has consented to the return, the goods are returned to Vigour at the Purchaser’s cost within ten business days of delivery unless otherwise agreed by Vigour and a copy of the delivery docket or invoice accompanies the goods.

10. LIMITS OF LIABILITY: The warranties of the Consumer Guarantees Act 1993 do not apply to the goods as they are not of a kind ordinarily acquired for personal, household or domestic use or consumption, nor is the Purchaser entitled to any remedy under the provisions of the Contractual Remedies Act 1979.

11. INDEMNITY: The Purchaser shall indemnify and keep Vigour and its officers and employees indemnified from and against all actions, claims, liabilities, demands, proceedings, losses (including but not limited to consequential loss or damage), charges, costs or expenses which may be brought against or suffered or incurred by Vigour and/or its officers and employees and which arise directly or indirectly from any act or omission constituting negligence or willful misconduct by the Purchaser or its officers, employees or agents in respect of the goods. In particular, the Purchaser warrants that it will indemnify Vigour against any failure by the Purchaser or its customers to use the goods in strict accordance with the instructions accompanying the goods given the extremely hazardous nature of the goods.

12. CANCELLATION: Vigour will accept cancellation of orders provided the order has not left Vigour at the time of cancellation. For products that have been specifically ordered by the Purchaser and have been identified as an “indent” items these orders cannot be cancelled.