GENERAL TERMS AND CONDITIONS OF SALE FOR VERMOP UK LIMITED

General Terms and Conditions of sale

VERMOP UK Limited – General Sales Conditions

1. Definitions

“Business Day” a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. 

“Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with section 19 of these Conditions. 

“Contract” means the contract between us and the Customer for the sale and purchase of the Products concluded when the Customer agrees with VERMOP´s offer including these Conditions as essential contractual part.  

“Customer” means the person or firm who purchases the Products from us. 

“Delivery Location” means Incoterms (2022) EXW – Ex Works (Purley).

“Force Majeure Event” meansan event or circumstance beyond that party’s reasonable control, including but not limited to, strikes, lockouts, breakdowns, shortage of raw materials and equipment, delayed delivery by suppliers or delays in delivery by a forwarding agent. 

“Products” means the products (or any part of them) set out in the Order. 

“Order” means the Customer’s order for the Products, as set out in writing (email or fax) by the Customer, the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be. 

“Specification” means any specification for the Products, including any related plans and drawings, that is agreed by us and the Customer in writing.

2. Scope
   1. These Conditions apply to the Contract concerning the purchase of our Products between the Customer and VERMOP UK Limited registered at Palmerston House, 814 Brighton Road, Purley, CR8 2BR with registered number 06458023 (in these terms referred to as “VERMOP”, “we”, “our” and “us”).

3. Offer and Contract Conclusion
   1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   2. The Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate. 
   3. The Order shall only be deemed to be accepted when we issue a written acceptance of the Order, at which point the Contract shall come into existence. 
   4. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
   5. Any statements or descriptive matter, samples, drawings or advertising produced by us and any descriptions or illustrations in our brochures, catalogues, on our website or other advertising material are produced for the sole purpose of giving an approximate idea of the Products referred to in them.  They are non-binding and shall not form part of the Contract nor shall they have any contractual force. 
   6. If the Products (or any of them) comprise spare parts, then these spare parts are only to be used for the products we sell.
   7. A quotation shall only be valid as long as our current published price list is valid, or as long as agreed between the parties.
   8. For express or small orders where the delivery takes place within 8 days or the order value is up to GBP 600.00, or in cases where the invoice recipient deviates from the person who made the order (e. g. for orders of members of purchasing associations) our delivery note to the Customer shall be the order confirmation (attached copy).

4. Submitted documents, intellectual property rights, tools
   1. The Products are described in our catalogues, brochures and on our website, as modified by the Specification. 
   2. We reserve all intellectual property rights, including the ownership and copyright in and to all documents given in connection with the placing of the Order. These documents may only be used by the Customer as permitted by us and/or these Conditions. These documents and information may not be made accessible to third parties unless we give the Customer our prior express written consent. If we do not accept the Order, these documents must be returned to us immediately.
   3. If we supply Products according to a Specification provided by the Customer, the Customer is liable to us for ensuring that any intellectual property rights and other rights of third parties are not infringed by the manufacture and delivery of the Products and will indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by us in connection with any claim made us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with our use of the Specification. This paragraph 4.3 shall survive termination of the Contract.
   4. We reserve the right to amend the specification of the Products, including the Specification, if required by any applicable statutory or regulatory requirements. 
   5. Forms, tools or other devices (e.g. specific injection moulds) manufactured or provided by us remain our property, even if the Customer has partially or wholly assumed the costs for such items.

5. Price and Payment
   1. The price of the Products shall be the price set out in the Order, or if no price is quoted, the price set out in our published price list valid as at the date of the Order. 
   2. Unless otherwise agreed, our prices are in GBP, excluding value added tax, transport, packaging and insurance costs as well as for export delivery plus customs and other public charges and such costs will be charged separately and in addition to the price of the Products. 
   3. For orders up to GBP 250.00 net value of goods, a minimum quantity surcharge of GBP 30.00 net shall apply.
   4. On call deliveries are only possible after prior agreement, including an agreement as to the costs. The parties will agree specific terms for such an arrangement.
   5. We invoice the Customer for the Products once the Products have left our premises for delivery.
   6. Unless otherwise agreed, payment is due within 30 days of the date of the invoice.  
   7. Payment of the charges must be made to the account stated in the invoice in full and cleared funds and time is of the essence in respect of payment.  Bills of exchange, cheques and other methods of payment are only accepted by prior agreement with us.
   8. We may, by giving the Customer notice at any time before delivery, increase the price of the Products to reflect any increase in the costs of the Products that are due to: a) any factor beyond our control (including foreign exchange fluctuations, increases in taxes or duties, and increases in labour, materials, distribution and other manufacturing costs for deliveries); b) any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Specification; or c) any delay caused by any instructions of the Customer or failure of the Customer to give us adequate or accurate information or instructions. 

10. Set Off and counterclaims
    1. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
    2. We may at any time, without limiting any other rights or remedies we may have, set off any amount owing to us by the Customer against any amount payable by us to the Customer.

7. Delivery
   1. Unless an expressly binding delivery date has been agreed, our delivery dates or delivery times are estimates only and time is not of the essence in respect of delivery.
   2. The beginning of the delivery time specified by us requires the timely and proper fulfilment of the Customer’s obligations under the Conditions and the Contract.
   3. We shall deliver the Products to the forwarder, carrier or other third party designated for the delivery of the shipment (Delivery Location) at any time after we notify the Customer that the Products are ready. 
   4. Delivery is completed on the completion of loading of the Products at the Delivery Location. 
   5. If the Customer does not accept delivery of the Products when we (or our carriers) attempt delivery or breaches any other of its obligations under the Contract, then we shall not be liable to the Customer for any delay in delivery of the Products (or any part of them) and we shall, without limiting any other rights or remedies available to us, be entitled to claim compensation for any damage or losses incurred by us, including any additional costs or expenses incurred by us as a result of the Customer’s default (including, but not limited to,  costs in respect of storage, insurance, redelivery, reselling and/or re-marketing). 
   6. If the Customer does not accept delivery of the Products, then except where such failure or delay is caused by our failure to comply with our obligations under the Contract, delivery of the Products will be deemed to have completed at the time of attempted delivery and we or the carrier shall store the Products until delivery takes place. 
   7. If after three attempted deliveries of the Products the Customer has not accepted delivery of them and we were not able to agree an alternative delivery date with the Customer, we may resell or otherwise dispose of part or all of the Products and, may charge the Customer for any shortfall below the price of the Products.
   8. We will not be liable for any delay in delivery of the Products (or any part of them) which is caused by a Force Majeure Event and the delivery times shall be extended accordingly.
   9. If we fail to deliver the Products then, except in the case of a Force Majeure Event, our liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement products of similar description and quality in the cheapest market available, less the price of the Products. We shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
   10. We may deliver the Products by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. 
   11. The shipping method and packaging are entirely at our discretion.

8. Customised products and individual products
   1. The Customer has the option to purchase customised products from our product range or individual products for our cleaning trolleys, textiles and cleaning agents. Customised products are special requests of the Customer that deviate from the products in our catalogues. Customised products are products made by us within the areas cleaning trolleys, textiles and cleaning agents that are specially modified to our Customers’ specifications (including the Specification) from our standard product range.
   2. For custom-made products we reserve the right to charge GBP 450.00 net in advance for feasibility studies, which will be credited again when the order is subsequently placed.
   3. All of the Conditions in the Contract apply to customised products as well as standard products, but this condition 8) applies only to customised products. 
   4. The following customised products and individual products are subject to the following minimum purchase quantities:
      1. Individual products:
         1. in respect of cleaning chemicals, these require a minimum purchase of 1000 litres per product and per container; 
         2. in respect of textiles (mop covers) these require a minimum purchase of 500 items;
      2. customised products:
         1. in respect of cleaning agents these require a minimum purchase of 3 tons with several container sizes being available (with a minimum container size of 1000 litres). 
   5. If we deliver up to and including 10% more or less than the quantity of individual textile (mop cover) or cleaning chemical products ordered, the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of customised products was delivered, a pro rata adjustment shall be made to the Order invoice.

For on call orders, the total quantity must be accepted by the Customer within 6 months.

6. If customised products and/or individual products include the production of labels, plate prints and/or cleaning trolley wraps, the price include the design and production of cleaning trolley labels, plate prints and/or coverings and two correction runs to finalize the cleaning designs for labels, plate prints and/or paneling of a cleaning trolley. Any additional expenses incurred will be charged separately at an hourly rate of GBP 80.00 (net). The Customer is responsible for designing the label texts and releasing the label for printing.
7. Customised products and individual products are excluded from our returns policy but this does not affect the Customer’s rights in respect of a breach of the warranty contained in condition 11).
8. Special orders will not be made exclusively for the Customer and we reserve the right to make these available to other customers.

9. Transfer of Risk
   1. The risk in the Products shall pass to the Customer at the loading of the Products at the Delivery Location.  

10. Retention of title
    1. We retain the ownership of the delivered Products until the earlier of:
       1. we receive full payment for the Products and any other products we have supplied to the Customer , in which case title to the Products shall pass at the time if payment of all sums;
       2. the Customer resells the Products, in which case title to the Products shall pass to the Customer at the time specified in condition 10)2. 
    2. Subject to 10)4 below, the Customer may resell or use the Products in the normal course of business (but not otherwise) before we receive payment for the Products.  However, if the Customer resells before that time:
       1. it does so as principal and not as our agent; and 
       2. title to the Products shall pass from us to the Customer immediately before th time at which the resale by the Customer occurs. 

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3. The Customer is obliged, so long as title to the Products has not been transferred to the Customer, to:
   1. store the Products separately from all other products held by the Customer so that they remain readily identifiable as our property;
   2. treat the purchased Products with care and maintain the Products in a satisfactory condition;
   3. not remove, deface or obscure any identifying mark or packaging on or relating to the Products; 
   4. adequately insure the Products at its own expense against all risks for their full price from the date of transfer of risk;
   5. to carry out maintenance and inspection work , on time and at its own expense, if such work has to be carried out; 
   6. notify us immediately in writing if any Products are seized or subjected to other interventions by third parties;
   7. notify us immediately if the Customer becomes the subject of any the events listed in conditions 12)1.ii to 12)1.iv; and 
   8. give us such information relating to the Products as we may require from time to time. 
4. If before title to the Products passes to the Customer the Customer becomes subject to any events listed in conditions 12)1.ii to 12)1.iv then without limiting any other right or remedy we may have:
   1. the Customer’s right to resell the Products or use them in the ordinary course of its business ceases immediately; and 
   2. we may at any time:
      1. require the Customer to deliver up all Products in its possession that have not been resold, or irrevocably incorporated into another product; and
      2. if the Customer fails to do so promptly, to enter into any premises of the Customer or any third party where the Products are stored in order to recover them. 

11. Warranty and notice of defects 
    1. We warrant that on delivery, and (except in the case of batteries, to which condition 11)9 applies) for a period of 12 months from the date of delivery (warranty period), the Products shall:
       1. conform in all material respects with their description and any applicable Specification; 
       2. be free from material defects in design, material and workmanship; 
       3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
       4. be fit for any purpose held out by the Supplier. 
    2. Subject to condition 11)3 below, if:
       1. the Customer gives notice in writing to us during the warranty period and within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in condition 11)1; 
       2. we are given a reasonable opportunity of examining such Products; and
       3. the Customer, If we ask to do so, returns such Products to us  at our place of business and at our cost;

we shall, at our option, repair or replace the defective Products, or refund the price of the defective Products in full. 

3. We will not be liable for the Products’ failure to comply with the warranty set out in condition 11)1 in any of the following events:
   1. the Customer makes any further use of such Products after giving notice in accordance with condition 11)2; 
   2. the defect arises because the Customer failed to follow our oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same; 
   3. the defect arises as a result of us following any drawing, design or Specification supplied by the Customer; 
   4. the Customer alters or repairs such Products without our written consent; 
   5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
   6. the Products differ from their description, or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. 
4. Except as set out in this condition 11), we shall have no liability to the Customer in respect of the Products’ failure to comply with the warranty set out in condition 11)1. 
5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract. 
6. These Conditions shall apply to any repaired or replacement Products supplied by us. 
7. If the Customer requires the Products for any special purpose (and for which we provide no warranty as to the Products’ suitability for that special purpose), the Customer is responsible for checking their special suitability, including with regard to product safety, and in particular, whether they comply with all relevant technical or official regulations. 
8. With regard to any recourse claims of the Customer against us we are only liable to the extent provided for under statutory law. With regard to the amount of the Customer’s recourse claim against us, paragraph 7 shall apply accordingly.
9. If the Products comprise batteries, then the warranty in condition 11)1 shall apply only on delivery.

12. Termination
    1. Without limiting its other rights or remedies, we may terminate this Contract with immediate effect by giving written notice to the Customer if:
       1. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing to do so; 
       2. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; 
       3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
       4. the Customer’s financial position deteriorates to such an extent that in our opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. 
    2. Without limiting our other rights or remedies, we may suspend provision of the Products under the Contract or any other contract between the Customer and us if the Customer becomes subject to any of the events listed in conditions 12)1.ii to 12)1.iv, or we reasonably believe that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment. 
    3. Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
    4. On termination of the Contract for any reason the Customer shall immediately pay to us all of our outstanding unpaid invoices and interest. 
    5. Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination. 
    6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect. 

13. Liability
    1. Nothing in these Conditions shall limit or exclude our liability for:
       1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); 
       2. fraud or fraudulent misrepresentation; 
       3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; 
       4. defective products under the Consumer Protection Act 1987; or 
       5. any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.  
    2. Subject to condition 13)1:
       1. we shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
       2. our total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Products.

14. Force Majeure
    1. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 6 weeks, the party not affected may terminate this Contract by giving 7 days written notice to the affected party. 

15. Assignment
    1. We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights or obligations under the Contract. 
    2. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without our prior written consent.
       
16. Confidentiality 
    1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by condition 16)3. 
    2. Each party may disclose the other party’s confidential information:
       1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this condition 16); and
       2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement

17. Data Protection
    1. Information on data protection can be found at www.vermop.com (privacy policy).

18. Entire Agreement
    1. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. 

19. Variation
    1. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 

20. Waiver
    1. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 

21. Severance
    1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract. 

22. Notices
    1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this condition 22). 
    2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in condition 22)1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
    3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

23. Third Party Rights
    1. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.

24. Governing Law and Jurisdiction
    1. This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter, or formation, shall be governed by and construed in accordance with the laws of England and Wales.
    2. The parties agree that the exclusive place of jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter are the courts of England and Wales.

Version: 06.10.2022