1. Application of Terms

1.1 These Terms & Conditions govern the supply by VSM and the purchase by the Customer of all goods, equipment, mechanical & electrical installation services, maintenance services, project management and associated services (together “Services”) and goods (equipment, machinery, parts) (together “Goods”) provided by VSM.
1.2 Any quotation, order, agreement or contract between VSM and the Customer (the “Contract”) shall be subject exclusively to these Terms and Conditions, to the exclusion of any other terms and conditions proposed by the Customer.
1.3 No variation to these Terms shall be binding unless agreed in writing by VSM’s authorised representative.

2. Definitions and Interpretation

2.1 In these Terms:

• “Business Day” means any day other than a Saturday, Sunday or bank holiday in Northern Ireland.
• “Commencement Date” means the date on which VSM is to begin performance of the Services as set out in the quotation or agreement.
• “Contract Price” means the price payable for the Goods and/or Services under the Contract.
• “Customer” means the person, firm or company who engages VSM to supply Goods and/or Services.
• “Delivery Date” means the date for delivery of Goods or commencement/completion of Services as set out in the quotation or other agreement.

2.2 Words in the singular include the plural and vice-versa; references to a gender include all genders; headings are for convenience only and shall not affect interpretation.

3. Basis of Contract

3.1 A quotation issued by VSM shall (unless otherwise stated) remain open for acceptance for 30 days from its date, provided VSM has not withdrawn it.
3.2 The Contract is formed when VSM receives a Purchase Order from the Customer, and issues written acceptance of such order, or when VSM commences the procurement and/or supply of Goods and/or Services, whichever occurs first.
3.3 These Terms (together with the quotation, project initiation document or service agreement) comprise the entire agreement between the parties in respect of the supply of the Goods and Services; the Customer acknowledges that it has not relied on any representation, statement or assurance not included in the Contract.

4. Goods

4.1 VSM shall supply the Goods to the specification set out in the Contract.
4.2 Illustrations, descriptions or specifications in VSM’s brochures or website are indicative only and shall not form part of the Contract unless expressly incorporated in writing.
4.3 VSM reserves the right to make changes in the specification of the Goods where required to comply with applicable statutory or regulatory requirements, or where such changes do not materially affect performance.
4.4 If the Customer cancels an order for Goods after VSM’s acceptance, the Customer shall indemnify VSM in respect of all costs, losses, damages, labour and materials incurred by VSM as a result of the cancellation.

5. Services (M&E installation, upgrades, commissioning, maintenance)

5.1 VSM will carry out the Services with reasonable skill and care in accordance with the Contract and applicable industry standards for mechanical & electrical installation in manufacturing environments (including food, pharmaceutical and high-care).
5.2 Time for performance of Services shall not be of the essence unless expressly agreed in writing.
5.3 The Customer shall provide timely access to the site, relevant permits/licences, safe working conditions and all necessary information, so that VSM may carry out the Services without delay. If the Customer fails to do so, VSM’s delivery may be delayed and additional cost may be incurred to the Customer.

5A. Variations and Additional Work

5A.1 If, after commencement of the Services, the Customer requests any change, addition or variation to the scope of the Goods or Services described in the Contract (a “Variation”), VSM shall provide a written quotation detailing the additional cost and/or time required to perform the Variation.

5A.2 VSM shall not be obliged to proceed with any Variation until the Customer has provided written acceptance of the quotation (email confirmation being sufficient).

5A.3 If the Customer requires VSM to proceed immediately with a Variation before a written quotation is issued, such work shall be charged on a time and materials basis at VSM’s then-current hourly rates, together with the cost of materials, equipment hire, travel, and any other reasonable expenses.

5A.4 Where additional work arises from unforeseen circumstances, hidden defects, site conditions, or Customer delays, such additional work shall likewise be treated as a Variation and charged accordingly.

5A.5 Any change to completion dates or milestones resulting from a Variation shall be agreed between the parties and shall not entitle the Customer to any deduction or claim for delay.

6. Price and Payment

6.1 The Contract Price shall be as set out in VSM’s quotation or written agreement. Unless otherwise stated, all prices are exclusive of VAT and exclude packaging, transport, insurance and any import duties or taxes, which the Customer shall pay in addition.
6.2 VSM reserves the right to increase the price of the Goods and/or Services prior to delivery if such increase is caused by factors beyond VSM’s control (for example, currency fluctuations, labour/materials cost increases, change in specification at Customer’s request or delay caused by Customer).
6.3 Unless otherwise specified in a separate written agreement between VSM and the Customer, payment of the invoice shall be due and payable 30 days from the date of invoice (net). Time for payment is of the essence.
6.4 VSM may invoice the Customer for all or part of the Contract Price: (a) on acceptance of the order; (b) when Goods are ready for delivery; (c) during or after performance of Services; (d) when Services are completed; or as otherwise set out in the Contract.
6.5 Payment shall be made in full without deduction, set-off, counterclaim or withholding, to the bank account designated by VSM.
6.6 If the Customer fails to pay any amount when due, VSM shall, without prejudice to any other right or remedy, be entitled to:
(a) suspend further deliveries or performance of Services;
(b) charge interest on the overdue amount at the rate of 4% above the base rate of the Bank of England from the due date until payment in full (both before and after judgment); and
(c) recover all costs (including debt collection agency fees and legal fees) incurred by VSM in recovering the overdue amounts.

6A. Finance and Extended Payment Options

6A.1 For certain qualifying projects (including but not limited to large-scale installation works or capital equipment purchases), VSM may, at its sole discretion, offer finance or staged payment arrangements to assist the Customer in funding the project.

6A.2 Any finance or extended payment terms shall be subject to VSM’s or their finance partner’s approval, credit checks, and separate written agreement setting out repayment terms, interest (if applicable), and security arrangements.

6A.3 Unless and until such a finance agreement is executed by both parties, the standard payment terms set out in Clause 6 shall apply.

6A.4 VSM reserves the right to withdraw or amend any finance offer prior to the signing of a finance agreement.

7. Delivery, Installation and Performance

7.1 Delivery of Goods shall occur when VSM delivers the Goods to the Customer’s premises or other destination agreed in writing, or when VSM notifies the Customer the Goods are ready for collection.
7.2 Installation and commissioning Services shall commence on the Commencement Date and will be complete when VSM has notified the Customer that the Services are finished (or other milestone as agreed).
7.3 The Delivery Date and installation/commissioning dates are approximate and not of the essence unless expressly stated. VSM shall use reasonable endeavours to meet them but shall not be liable for any delay caused by circumstances beyond its control or by the Customer’s actions or inaction.
7.4 If the Customer fails to take delivery of the Goods or fails to provide instructions, licences, consents or authorisations required to deliver or install, VSM may (after giving notice) store the Goods and charge the Customer for all costs (storage, insurance, delivery) incurred. Risk passes to the Customer when the Goods are delivered or ready for collection and the Customer fails to take them.
7.5 For installation/commissioning Services, the Customer must ensure the site is safe, appropriately prepared, has suitable power, access, lighting, scaffolding, etc. If additional work is required due to site readiness not being achieved, VSM may charge for the extra cost and time incurred.

8. Risk and Title (Goods)

8.1 Risk of damage to or loss of the Goods shall pass to the Customer upon delivery or collection (or earlier if the Customer is at fault).
8.2 Title (legal and beneficial ownership) in the Goods shall remain with VSM until VSM has received payment in full (in cleared funds) for the Goods and for all other sums due from the Customer to VSM whether under the same Contract or any other contract.
8.3 Until such time as title passes:
(a) the Customer shall keep the Goods separate, properly stored and insured;
(b) the Customer shall not dispose of, encumber, assign or charge the Goods; (c) VSM may at any time repossess the Goods and enter the Customer’s premises (during business hours) for that purpose.
8.4 If the Customer fails to pay when due or becomes insolvent or otherwise in default, VSM may (without prejudice to other rights) immediately require the Goods to be returned and suspend further deliveries or Services.

9. Customer’s Default

9.1 Without prejudice to any other right or remedy, if the Customer fails to make any payment when due or commits a material breach of its obligations under the Contract, VSM may:
(a) suspend or cancel further deliveries or Services;
(b) appropriate any payment made by the Customer to such Goods or Services as VSM deems fit (regardless of any purported appropriation by the Customer);
(c) charge interest under Clause 6.6; (d) treat the Contract as terminated and recover the Goods (if relevant).
9.2 The Customer shall notify VSM immediately if the Customer becomes subject to insolvency proceedings, enters into liquidation, administration, or any arrangement with creditors.

10. Warranty, Defects & Returns

10.1 VSM warrants that (for a period of 12 months from delivery, or such extended period as agreed in the Contract) the Goods and Services will be free from defects in materials and workmanship, and the Services carried out with reasonable care and skill.
10.2 The above warranty is subject to: (a) the Goods being used and maintained in accordance with VSM’s instructions; (b) the Services forming part of the Customer’s facility being used within the design specification; (c) the Customer notifying VSM in writing of any defect promptly upon discovery.
10.3 If a defect arises and is notified in accordance with clause 10.2, VSM shall (at its option) repair or replace the defective Goods or re-perform the defective Services at no cost to the Customer (provided the defect is due to VSM’s workmanship or materials). After repair or replacement, the Customer shall pay for further costs arising from delay, shutdown or other consequential loss.
10.4 Goods may not be returned without VSM’s prior written consent and subject to VSM’s standard return policy (which may include restocking fees).
10.5 Except as expressly provided in these Terms, all other warranties, conditions or terms (whether express or implied) are excluded to the fullest extent permitted by law.

11. Limitation of Liability

11.1 Nothing in these Terms shall exclude or limit VSM’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot legally be excluded or limited under UK law.
11.2 Subject to clause 11.1, VSM’s total liability to the Customer in contract, tort (including negligence), misrepresentation, restitution or otherwise arising from or in connection with the Contract shall not exceed the Contract Price.
11.3 In no event shall VSM be liable for any indirect, special or consequential loss or damage, including but not limited to loss of profit, loss of business, loss of production, loss of use, or loss of contract, howsoever caused and even if VSM has been advised of the possibility of such loss.

12. Confidentiality

12.1 Each Party shall keep confidential all information disclosed by the other Party which is marked or designated as confidential or which ought in the circumstances to be treated as confidential (“Confidential Information”), for a period of 24 months after termination of the Contract.
12.2 Neither Party shall disclose such Confidential Information to any person except: (a) to its employees, officers, or advisers who need to know it; (b) with the prior written consent of the other Party; (c) as required by law.
12.3 The obligations of confidentiality shall survive termination of the Contract.

13. Force Majeure

Neither Party shall be liable for any delay or failure in performance of its obligations under the Contract if, and to the extent that, such delay or failure is caused by an event outside that Party’s reasonable control (including but not limited to fire, flood, storm, industrial disputes, shortages of labour or materials, acts of war or terrorism, governmental restrictions, pandemics). In such event the affected Party shall notify the other Party promptly and use its reasonable endeavours to mitigate the effect.

14. Health & Safety / Site Requirements (Specific to M&E Services)

14.1 For installation, commissioning and maintenance Services, the Customer shall ensure that the site is safe, compliant with relevant health & safety regulations, has appropriate access, power supply, lighting, scaffolding/ladders where needed, and any required permits or consents in place.
14.2 If VSM’s workforce is delayed, prevented, hindered or exposed to unsafe conditions due to the Customer’s failure to satisfy site requirements, the Customer shall be responsible for any additional costs incurred or delays in performance.
14.3 VSM reserves the right to suspend work if it considers the site to be unsafe or the Customer fails to meet its site safety responsibilities; such suspension shall not relieve the Customer of its payment obligations and may give rise to additional charges.

15. Sub-Contractors

VSM may engage subcontractors to perform part (or all) of the Services. VSM shall remain responsible to the Customer for the performance of those subcontracted works in accordance with the Contract.

16. Assignment

16.1 VSM may assign or transfer the benefit of the Contract (or any part of it) to a third party without the Customer’s consent.
16.2 The Customer shall not assign or transfer the Contract or any right under it without VSM’s prior written consent.

17. Third Party Rights

A person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

18. Severance

If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision shall be severed from the Contract and the remaining provisions shall continue in full force and effect.

19. Waiver

No failure or delay by either Party in exercising any right, power or remedy under the Contract shall operate as a waiver of that right, power or remedy, unless specifically agreed in writing.

20. Governing Law & Jurisdiction

These Terms and the Contract shall be governed by and construed in accordance with the laws of Northern Ireland. The parties submit to the exclusive jurisdiction of the courts of Northern Ireland.

21. Miscellaneous / Additional Provisions

21.1 Customer’s compliance with laws: The Customer shall at all times comply with applicable laws, regulations, regulatory approvals and standards relevant to the site, the installation, and operation of the Goods and Services.
21.2 Intellectual Property: Any intellectual property rights (including drawings, plans, software) supplied by VSM remain the property of VSM or its licensors, unless otherwise agreed in writing.
21.3 Data Protection: Both parties shall comply with applicable data protection laws in respect of any personal data processed in connection with the Contract.
21.4 Entire Agreement: The Contract and these Terms constitute the entire agreement between the parties and supersede all prior arrangements and representations relating to its subject-matter.

End of Terms