Terms and Conditions

These Standard Conditions of Sale govern the sale and supply of products and services by ViVVi Ltd ("ViVVi", "the Seller") to any customer ("the Customer"). By placing an order with ViVVi, the Customer agrees to be bound by these terms.

Quotations

• Quotations are subject to confirmation on receipt of orders.
• All prices quoted are exclusive of value added tax, which shall be paid by the Customer along with other applicable duties or levies.
• Carriage, bespoke packaging, and insurance will be charged extra except where specifically stated in our quotation.

Payment Terms

• Net cash 30 days from date of invoice unless otherwise agreed in writing.
• Time for payment of all sums shall be of essence in the contract. If the Customer fails to make any payment on the due date, the Seller reserves the right to suspend further deliveries and/or charge interest on amounts unpaid at the rate of 6% per annum above the Bank of England base rate, from the due date until final payment is made.

Delivery

• Where contracts provide for a single delivery without specifying a date, products shall be delivered and accepted within 7 days of being ready.
• Where contracts provide for deferred deliveries, all deliveries shall be accepted within two months of the specified first delivery or available date. In the event of failure to accept any delivery, that delivery shall be deemed to have occurred at the time it was tendered, with storage costs charged to the Customer's account and products held at the Customer's risk. Each delivery constitutes a separate contract, and any failure or defect in one delivery shall not affect the remaining deliveries.
• Delivery dates are approximate only; time shall not be of the essence in relation to delivery of products or services.

Design

All designs, design documents, and origination work remain the property of the Seller.

Intellectual Property Rights

All copyrights, design rights, know-how, and intellectual property rights in products, designs, models, and origination work created by the Seller under these conditions belong to and remain with the Seller exclusively. Any such rights that vest in the Customer by operation of law shall be assigned to the Seller on demand. The Customer shall not copy or reproduce the products, designs, or origination work, whether itself or through a third party, and no licence is granted to manufacture them or appoint another party to do so.

Customer Requirements, Printing and Construction

Alterations from the prototype or original copy after presentation or first proofing, including alterations to construction or materials, will be charged extra. Prototypes and proofs may be submitted for the Customer's approval, but no responsibility is accepted for errors so approved. The Customer is solely responsible for any matter the Seller produces at the Customer's request, and shall obtain all necessary authorisations for its use, indemnifying the Seller against any third-party claims relating to trademarks, intellectual property rights, or defamation.

Claims

Complaints or claims will only be entertained if lodged by the Customer within 30 days of receipt of products, or, if related to transport, within such time as enables the Seller to comply with the relevant carrier's procedures. Returns will not be accepted unless the Seller has first had the opportunity to examine the products.

If the Customer notifies the Seller of a defect in materials or workmanship, the Seller may, at its own option, replace or repair the products (or the affected part), or refund the contract price in whole or in part. This guarantee is given in lieu of all warranties and conditions implied by statute or common law, excluded to the fullest extent permitted by law. Except for liability for death or personal injury arising from negligence, the Seller's aggregate liability for any loss or damage arising out of or relating to these conditions shall not exceed the contract price.

Cost Variation

The price is subject to revision in the event of any increase or decrease in cost incurred by the Seller between order confirmation and delivery.

Customer's Property

Property supplied by the Customer to the Seller is held at the Customer's risk. Every care is taken to secure the best results where the Customer supplies materials, but the Seller accepts no responsibility for imperfect work caused by defects in, or unsuitability of, materials so supplied.

Material

While every effort is made to supply material in accordance with submitted or quoted samples, the contract is not a contract of sale by sample.

Force Majeure

Performance of this contract is subject to variation or cancellation by the Seller owing to an act of God, war, strikes, lockouts, fire, flood, drought, tempest, or any other cause beyond the Seller's control, or owing to inability to procure materials required for performance. The Seller shall not be held responsible for any failure to deliver caused by such a contingency.

Title and Risk

Title to the products passes to the Purchaser upon despatch from the manufacturing premises, without prejudice to any right of inspection or rejection that may accrue to the Purchaser under these terms. Risk of loss for the products remains with the Seller while goods are in transit and shifts to the Purchaser once delivered to the designated address. The Seller shall provide insurance on the products during transit.

Reservation of Title

Property in any product supplied by the Seller remains with the Seller, notwithstanding delivery to the Customer, until the Seller has received the total price payable under the relevant invoice and any sum due under an earlier order. Risk of damage or loss passes to the Customer on delivery, or, if the Customer wrongfully fails to take delivery, at the time delivery is intended. Until title passes, the Customer holds the products as the Seller's fiduciary agent and bailee, shall label them as the Seller's property, and shall ensure they are insured with a reputable insurer. Until title passes, the Seller may at any time require the Customer to deliver up the products, and the Customer shall allow the Seller (or its nominee) access to premises where the products are stored to repossess them.

Miscellaneous

These conditions govern the contract to the exclusion of any other terms and conditions, and supersede all prior agreements and representations. No variation or amendment shall be binding unless agreed in writing and signed by the parties. This Agreement shall be governed by and construed in accordance with English law, and each party irrevocably submits to the exclusive jurisdiction of the English Courts.