1. Introduction

These are the terms of supply to trade customers for www.velox-composites.co.uk (VELOX Webshop). The VELOX Webshop is operated by VELOX UK Limited trading as VELOX. VELOX is a limited company, registered in England. VELOX's registered compa-ny number is 04951279, and its registered office is at 57 London Road, High Wycombe, Bucks HP11 1BS. VELOX is regulated by the Registrar of Companies for England and Wales with the Company number 4951279. VELOX's VAT registration number is GB828832304

2. Definitions
2.1 The following defined terms are used :

VELOX Webshop :www.velox-composites.co.uk;

Buyer :the person, firm or company who places an order for Goods from VELOX;

Contract :the contract, incorporating these terms, between VELOX and the Buyer for the sale and purchase of Goods comprising the relevant Order ac-cepted by VELOX in accordance with these terms;

Goods :the goods (including any part or parts of them) ordered by the Buyer and agreed to be supplied by VELOX pursuant to the relevant Order accepted by VELOX in accordance with these terms; and

Order :an order placed by the Buyer on the VELOX Webshop in accordance with these terms.

3. B2B Profi-Shop

VELOX Webshop is for business use only in accordance with these terms. No private customers and/or consumers are permitted to use the VELOX Webshop.

4. Registration / Prices

Buyers must register their details with the VELOX Webshop in order to submit an Order. All prices stated on the VELOX Webshop exclude value added tax (VAT) and all costs or charges in relation to packaging, delivery, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.

5. Shipping costs / shipping countries

VELOX shall ship Goods to United Kingdom.
Unless agreed otherwise by VELOX, VELOX shall not ship Goods to countries other than United Kingdom, however the Buyer may collect the Goods from VELOX in accordance with section 6.5.

6. Delivery
6.1 The Goods are at the risk of the Buyer from the time of delivery and, unless otherwise agreed in writing by VELOX, delivery of the Goods shall take place as follows :

(a)if the Goods are being despatched from VELOX's place of business in the United Kingdom and are being delivered to the Buyer by VELOX's appointed carrier, de-livery of the Goods shall take place on their arrival at the Buyer's designated place of delivery; and

(b)if the Goods are being despatched from a foreign territory, delivery of the Goods shall take place at the time of lading in that territory.

6.2 Buyer-requested delivery dates are not guaranteed by VELOX and any dates specified by VELOX for delivery of the Goods are always subject to availability of the Goods and intended to be an estimate only and time for delivery shall not be made a condition or term by notice. If no dates for delivery are specified, delivery shall be within a reasonable time taking into account availability of the Goods. Subject to that, the estimated date for delivery of those Goods listed as "Immedi-ately available" on the "product detail page" of the VELOX Webshop is: the deliv-ery destination is within the United Kingdom then 2-4 working days from the date the Order confirmation was issued by VELOX; and
6.3 Subject to the other provisions of these terms, VELOX shall not be liable for any delay in the delivery of the Goods, nor shall any delay entitle the Buyer to terminate the Contract unless such delay exceeds 90 days.
6.4 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or VELOX is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations :

(a)risk in the Goods shall pass to the Buyer;

(b)the Goods shall be deemed to have been delivered; and

(c)VELOX may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and in-surance).

6.5 Where the Buyer wishes to collect the Goods, the Buyer shall, at its expense, provide adequate and appropriate equipment and manual labour for loading the Goods at the col-lection point.
6.6 VELOX may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
6.7 Orders for delivery outside the United Kingdom are not possible, please contact VELOX at info@velox.com for more information. The availability of each product of the VELOX webshop will be shown on the "product detail page".
7. Non-delivery
7.1 The quantity of any consignment of Goods as recorded by VELOX on despatch from VELOX's place of business (or such other place of despatch as agreed by VELOX) shall be conclusive evidence of the quantity received on delivery unless the Buyer can pro-vide conclusive evidence proving the contrary.
7.2 VELOX shall not be liable for any non-delivery of Goods (even if caused by VELOX's negligence) unless the Buyer gives written notice to VELOX of the non-delivery within seven days of the date when the Goods would, in the ordinary course of events, have been received.
7.3 Any liability of VELOX for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
8. Payment
8.1 All Goods must be paid for, in full, when the relevant Order is placed by the Buyer unless the Buyer has agreed credit terms with VELOX, in which case section 8.2 shall apply.
8.2 VELOX may, in its absolute discretion, and subject to credit assessment, grant credit terms to the Buyer, up to a credit limit determined by VELOX, from time to time. If such credit terms are granted by VELOX to the Buyer, all Orders must be paid for, in full, on the date set out in the relevant invoice from VELOX,
8.3 Time for payment shall be of the essence. An interest charge of 8% per annum above the then-current base lending rate of the Bank of England may, at VELOX's discretion, be charged on all invoices overdue for payment, calculated on a daily basis, until judg-ment or sooner payment.
8.4 No payment shall be deemed to have been received until VELOX has received cleared funds.
8.5 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by VELOX to the Buyer.
8.6 VELOX accepts payment by bank transfer, credit card (Visa or Mastercard only), debit card (Maestro only) or PayPal only in accordance with the payment instructions set out on the relevant part of the VELOX Webshop or invoice (as the case may be). Where VE-LOX accepts payment by credit or debit card, the statement address for the credit or debit card used to pay has to be the same as the delivery address for the Order. Card transactions are subject to validation checks by the card issuer and VELOX is not liable if the card issuer declines to authorise payment for any reason. It is possible that the card issuer or bank or building society (as the case may be) may charge an online handling fee or processing fee for which VELOX is not liable.
8.7 All payments payable to VELOX under the Contract shall become due immediately on its termination despite any other provision.
9. Orders and ordering - conclusion of the Contract
9.1 Goods may be ordered by the Buyer submitting an Order through the VELOX Webshop. The Buyer shall ensure that the details of its Order and any applicable specification are complete and accurate.
9.2 Each Order placed by the Buyer through the VELOX Webshop shall be deemed to be an offer by the Buyer to buy Goods subject to these terms. VELOX's issuing of any quota-tion (in whatever form) does not, of itself, constitute a Contract.
9.3 After the Buyer places an Order, VELOX will send to the Buyer an automatically generat-ed e-mail which confirms that VELOX has received the Buyer's Order which lists details of the Order. This e-mail does not mean that the Buyer's Order has been accepted and is solely for information and verification purposes. No Order placed by the Buyer shall be deemed accepted by VELOX until an Order confirmation is issued by VELOX or (if earli-er) VELOX delivers the Goods. Each Order accepted by VELOX shall constitute a sepa-rate Contract. The Contract will relate only to those Goods VELOX has confirmed in the Order confirmation. VELOX will not be obliged to supply any other Goods which may have been part of the Order until such Goods are confirmed in a separate Order confir-mation.
9.4 No Order accepted by VELOX may be cancelled by the Buyer without the express prior written consent of VELOX.
10. Further Information regarding the electronic conclusion of the purchase agreement
10.1 Goods may be ordered by clicking on the items in the VELOX Webshop and then follow-ing the prompts that appear on-screen. Any prospective Buyer may check and correct any input errors by using the back-button up until the point at which it places its Order with VELOX by clicking the "Confirm Payment" button on the Payment page. VELOX shall save all contractual information entered into with Buyers for legitimate business purposes and/or as otherwise required by applicable law.
10.2 These terms may be accessed and downloaded from the VELOX Webshop at any time. VELOX reserves the right to change these terms from time to time by changing them on the VELOX Webshop, although no such change will affect any Order already accepted by VELOX. These terms were last updated on 8 October 2013. Only the current version of these terms can be accessible on the VELOX Webshop. Use of your personal infor-mation submitted via the VELOX Webshop is governed by VELOX's privacy and cookies notice
11. Application of Terms and Validity
11.1 Subject to any variation under section 11.2, the Contract shall be on these terms to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of Order, specification or other document). No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of Order, specification or other document shall form part of the Contract.
11.2 These terms apply to all sales through the VELOX Webshop and any variation to these terms and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by François Minec of VELOX. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on be-half of VELOX which is not set out in the Contract. Nothing in this section 11 shall ex-clude or limit VELOX's liability for fraudulent misrepresentation.
12. Offers and Prices
12.1 Promotional offers featured on the VELOX Webshop are not permanent and VELOX re-serves the right to change and/or remove them from time to time by changing them on the VELOX Webshop, although no such change will affect any promotional offer that forms part of an Order already accepted by VELOX.
12.2 Unless otherwise agreed by VELOX in writing, the price for the Goods shall be the price set out on the VELOX Webshop current as of the date of acceptance by VELOX of the relevant Order.
12.3 The VELOX Webshop contains a large number of Goods and, despite VELOX's best ef-forts, the VELOX Webshop may contain pricing errors. VELOX will normally check prices as part of VELOX despatch processes so that, where the correct price of Goods is less than VELOX stated price, VELOX will charge the lower amount. However, if the correct price of Goods is higher than the price stated on the VELOX Webshop, VELOX will usu-ally, at VELOX's discretion, either reject the Order and inform the Buyer of such rejec-tion, or contact the Buyer for instructions before despatching the Goods.
13. Delivery, Passing of Risk/title
13.1 VELOX will only take back packaging materials for the Goods upon explicit agreement in the Order confirmation.
13.2 VELOX does not operate a sale or return policy.
13.3 The Goods are at the risk of the Buyer from the time of delivery.
13.4 Ownership of the Goods shall not pass to the Buyer until VELOX has received in full (in cash or cleared funds) all sums due to it in respect of :

(a)the Goods; and

(b)all other sums which are or which become due to VELOX from the Buyer on any account.

13.5 Delivery Time

VELOX provides a fast delivery directly to your location everywhere in UK. We are working with the logistical transport company DSV. Therefore we are able to deliver all over UK in a minimum of time.
You can find below the usual delivery time for your county.

Please note the number of days indicated are open business days, they are the regular delivery timings but cannot be guaranteed.

Destination PostcodesTransport lead time
14. Force majeure

VELOX reserves the right to defer the date of delivery or to cancel the Contract or re-duce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances be-yond the reasonable control of VELOX including, without limitation, war, natural disaster, breakdowns, strikes or other labour disputes (whether or not relating to either party's workforce), lock-outs, availability of the Goods, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question contin-ues for a continuous period in excess of four months, the Buyer shall be entitled to give notice in writing to VELOX to terminate the Contract.

15. Reservation of Title
15.1 Except to the extent the Buyer resells the Goods in accordance with section 15.2, until ownership of the Goods has passed to the Buyer, the Buyer shall :

(a)hold the Goods on a fiduciary basis as VELOX's bailee;

(b)store the Goods (at no cost to VELOX) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as VE-LOX's property;

(c)not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

(d)maintain the Goods in satisfactory condition and keep them insured on VELOX's behalf for their full price against all risks to the reasonable satisfaction of VELOX. On request the Buyer shall produce the policy of insurance to VELOX;

(e)remain liable to VELOX for the Goods; and

(f)grant VELOX, its agents and employees an irrevocable licence at any time to en-ter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them. In the case of liquidation or receivership of the Buyer, where VELOX is still owed mon-ies, agents of VELOX shall be entitled to enter upon any premises where goods which remain unpaid for are stored or where they are reasonably thought to be stored, and repossess them without any restriction from any appointed receiver or liquidator of the assets of the Buyer. VELOX shall be entitled to charge a han-dling and administration fee in respect of the recovery of Goods pursuant to this section 15.1(f) of no more than 25% of the original invoice price due for such Goods

15.2 The Buyer may resell the Goods before ownership has passed to it solely on the follow-ing terms :

(a)any sale shall be effected in the ordinary course of the Buyer's business at mar-ket value;

(b)any such sale shall be a sale of VELOX's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale without creating any re-lationship, disclosed or undisclosed, between VELOX and any customer of the Buyer; and

(c)the proceeds of any such sale shall be paid into a bank account in the name of and under the control of the Buyer which is separate from all other bank accounts and other monies and assets of the Buyer and any third parties and which is not overdrawn.

15.3 The Buyer's right to possession of the Goods and the Buyer's right to resell the Goods before ownership has passed to it shall terminate immediately if :

(a)the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent vol-untary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the wind-ing-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or pos-sible insolvency of the Buyer;

(b)the Buyer suffers or allows any execution, whether legal or equitable, to be lev-ied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between VE-LOX and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade;

(c)the Buyer encumbers or in any way charges any of the Goods; or

(d)the Buyer defaults on payment to VELOX for any Goods.

15.4 VELOX shall be entitled to recover payment for the Goods notwithstanding that owner-ship of any of the Goods has not passed from VELOX.
15.5 On termination of the Contract, howsoever caused, VELOX (but not the Buyer's) rights contained in this section 15 shall remain in effect.
16. Technical, chemical and other information and descriptions on the VELOX Web-shop
16.1 VELOX furnishes technical and chemical information about the Goods, and advice re-garding their use or application, according to VELOX's best knowledge and belief. How-ever, said information does not form part of the Contract and does not release the cus-tomer from its own duty of care or its independent duty to observe legal or administrative regulations. Such information shall only be regarded as any form of guarantee where it is expressly declared so in the Contract.
16.2 All samples, drawings, descriptive matter, specifications and advertising issued by VE-LOX and any descriptions or illustrations (whether contained on the VELOX Webshop or otherwise) are for the sole purpose of giving an approximate idea of the Goods de-scribed in them. They shall not form part of the Contract and there is no sale by sample.
17. Warranties
17.1 Where VELOX is not the manufacturer of the Goods, VELOX shall endeavour to transfer to the Buyer the benefit of any warranty, guarantee or similar statement given to VELOX.
17.2 VELOX warrants that (subject to the other provisions of these terms) on delivery and, un-less otherwise notified to the Buyer by VELOX in writing or by such other means includ-ing but not limited to product packaging, for a period of 12 months from the date of de-livery, the Goods shall be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to VELOX in writing and VELOX has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of VELOX.
17.3 VELOX shall not be liable for a breach of any of the warranties in section 17.2 unless :

(a)the Buyer gives written notice of the defect to VELOX and such written notice is approved by VELOX; or

(b)the defect is as a result of damage in transit from VELOX or VELOX has des-patched the incorrect Goods, the Buyer gives written notice of the defect to VE-LOX within seven days of receipt of the Goods and such written notice is ap-proved by VELOX; and

(c)VELOX is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by VELOX) returns such Goods to VELOX's place of business at VELOX's cost for the examination to take place there.

17.4 VELOX shall not be liable for a breach of any of the warranties in section 17.2 if :

(a)the Buyer makes any further use of such Goods after giving such notice; or

(b)the defect arises because the Buyer failed to follow VELOX's oral or written in-structions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

(c)the Buyer alters or repairs such Goods without the written consent of VELOX.

17.5 Subject to section 17.3 and section 17.4, if any of the Goods do not conform with any of the warranties in section 17.2, VELOX shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate pro-vided that, if VELOX so requests, the Buyer shall, at VELOX's expense, return the Goods or the part of such Goods which is defective to VELOX.
17.6 If VELOX complies with section 17.5 it shall have no further liability for a breach of any of the warranties in section 17.2 in respect of such Goods.
17.7 Any Goods replaced shall belong to VELOX and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 12-month period or such other period as has been notified to the Buyer in accordance with section 17.2 of these terms.
18. Liability
18.7 Except as expressly set out in these terms and subject only to section 18.2, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to any Goods or to anything supplied or pro-vided by VELOX under any Contract.
18.2 Nothing in these terms excludes or limits the liability of VELOX :

(a)for death or personal injury caused by its negligence;

(b)for fraudulent misrepresentation or for any other fraudulent act or omission; or

(c)for breach of any obligations implied by section 12 of the Sale of Goods Act 1979; or

(d)for any other liability which may not lawfully be excluded or limited.

18.3 Subject to section 18.2, VELOX shall not be liable (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any :

(a)loss of profit;

(b)loss of sales, turnover, revenue or business;

(c)loss of customers, contracts or opportunity;

(d)loss of or damage to reputation or goodwill;

(e)loss of anticipated savings;

(f)loss of any software or data;

(g)loss of use of hardware, software or data;

(h)loss or waste of management or other staff time; or

(i)indirect, consequential or special loss,

arising out of or relating to any Contract, the VELOX Webshop, any Goods and/or these terms, whether or not such loss was foreseeable or if VELOX was advised of its possibil-ity (and, for the purposes of this section 18.3, the term "loss" includes a partial loss or reduction in value as well as a complete or total loss).

Subject to sections 18.2 and 18.3, VELOX's maximum liability arising out of or relating to each Contract or its subject matter (whether from breach of contract, tort (including neg-ligence), breach of statutory duty or otherwise) shall be limited to the Contract price.

19. Jurisdiction, Governing Law, Miscellaneous
19.1 Each right or remedy of VELOX under the Contract is without prejudice to any other right or remedy of VELOX whether under the Contract or not.
19.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity. voidness, voidability, un-enforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and ef-fect.
19.3 Failure or delay by VELOX in enforcing or partially enforcing any provision of the Con-tract shall not be construed as a waiver of any of its rights under the Contract.
19.4 Any waiver by VELOX of any breach of, or any default under, any provision of the Con-tract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
19.5 The parties to the Contract do not intend that any term of the Contract shall be enforcea-ble by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
19.6 Contracts may be concluded in English only and there are no public filing requirements.
19.7 The formation, existence, construction, performance, validity and all aspects of the Con-tract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
20. Assignment
20.1 VELOX may assign the Contract or any part of it to any person, firm or company.
20.2 The Buyer shall not be entitled to assign the Contract of any part of it without the prior written consent of VELOX.
21. Communications
21.1 All written communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post, recorded delivery or email.

(a)(in case of communications to VELOX) to its registered office or such changed address as shall be notified to the Buyer by VELOX; or

(b)(in the case of the communications to the Buyer) to the address of the Buyer set out in its registration details for the VELOX Webshop.

21.2 Communications shall be deemed to have been received :

(a)if sent by pre-paid first class post or by recorded delivery, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or

(b)if delivered by hand, on the day of delivery; or

(c)if sent by email (in the case of a communication to VELOX to: web-shop@velox.com on a working day prior to 5.30 pm, at the time of transmission and otherwise on the next working day.

Communications addressed to VELOX shall be marked for the attention of Agathe Masif.

22. Interpretation
22.1 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
22.2 Words in the singular include the plural and in the plural include the singular.
22.3 A reference to one gender includes a reference to the other gender.
22.4 Condition headings do not affect the interpretation of these terms.
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