Terms & Conditions
VIMAGE PRODUCTS LIMITED (t/a Vet Image Solutions) – TERMS AND CONDITIONS OF BUSINESS
1.1 In these conditions the following words have the following meanings:
1.2 theVIS Installation Guide(s): is the Company’s standard installation guide that is published on the
Company’s website from time to time (or otherwise available upon request) and which may be amended by
the Company from time to time at its sole discretion without notice;
1.3 the Buyer: the person(s), firm, company or other legal entity who purchases the Goods from the Company;
1.4 the Company: VIMAGE PRODUCTS LIMITED at UNIT 37 Integra Me, Bircholt Road, Maidstone, Kent, ME15 9GQ,
or where the Contract expressly states to the contrary, the relevant group or
associated company of VIMAGE PRODUCTS LIMITED (as stated within the Contract);
1.5 Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods,
incorporating these Conditions;
1.6 Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or
parts of them);
1.7 Intended Purpose: the use as set out in the relevant specification or brochure of the Company as may be
supplied with Goods or otherwise notified by the Company to the Buyer (and until or failing any such
notification by the Company then such lawful use as a reasonable person would apply to the Goods taking
into account all material published by the Company in connection with the Goods);
1.8 IPR: all copyright, patent rights, trade marks, design rights, rights in or relating to databases, semiconductor
topography rights or any other intellectual property rights (registered or unregistered, vested or contingent)
throughout the world and any and all applications for any of the foregoing and any and all rights to apply for
any of the foregoing;
1.9 Warranty Period: means unless otherwise specified by the Company, the 12 month period from the date of
delivery or installation of the Goods in accordance with these conditions.
1.10 In these conditions references to any statute or statutory provision shall, unless the context otherwise
requires, be construed as a reference to that statute or statutory provision as from time to time amended,
consolidated, modified, extended, re-enacted or replaced.
1.11 In these conditions references to the masculine include the feminine and the neuter and to the singular
include the plural and vice versa as the context admits or requires.
1.12 In these conditions headings will not affect the construction of these conditions.
2 APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3 the Contract will be on these conditions 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).
2.2 No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order,
confirmation of order, specification or other document will form part of the Contract simply as a result of such
document being referred to in the Contract.
2.3 These conditions apply to all the Company’s sales and any variation to these conditions and any
representations about the Goods shall have no effect unless expressly agreed in writing and signed by a
director or senior manager of the Company.
2.4 Each order for Goods by the Buyer from the Company (which may be received by writing, telephone, email or
by other form of communication, but preferably in writing) shall be deemed to be an offer by the Buyer to
purchase Goods subject to these conditions.
2.5 Unless the Company states otherwise (by writing, telephone, email or by other form of communication) that
the order is rejected, each order placed by the Buyer shall be deemed to be accepted by the Company on the
7th day immediately following receipt of the order, or such earlier period, based either (i) on any agreement
between the Company and Buyer or (ii) on the date of despatch if the Company delivers the Goods to the
Buyer, whichever is the earlier to occur. No orders for Goods which are accepted or deemed to be accepted
by the Company may be cancelled by the Buyer without the prior written consent of the Company.
2.6 The Buyer must ensure that the terms of its order and any applicable specification are complete and
2.7 Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously
withdrawn it. During this quotation period the Company reserves the right to amend its quotation before it is
3.1 The description of the Goods shall be as set out in the Company’s quotation.
3.2 All drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions
or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole
purpose of giving an approximate idea of the Goods described in them. They will not form part of this
4 DELIVERY / INSTALLATION
4.1 Unless otherwise agreed with the Company, delivery of the Goods shall normally take place at the Buyer’s
place of business where the Company is required to install the Goods. Installation shall for the avoidance of
any doubt constitute delivery. Where an installation of the Goods is not required then the Company, unless it otherwise agrees with the Buyer, shall normally send the Goods to the Buyer by a recognised and reputable
4.2 If the Goods require to be picked up by the Buyer at the Company’s premises, the Buyer will take delivery of
the Goods within 7 days of the Company giving it notice that the Goods are ready for delivery.
4.3 Any dates specified by the Company for delivery or installation of the Goods are intended to be an estimate
and time for delivery shall not be of the essence. If no dates are so specified, delivery or installation will be
within a reasonable time.
4.4 Subject to the other provisions of these conditions the Company will not be liable for any direct, indirect or
consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, loss of
data, increased costs of working, depletion of goodwill or reputation, and like loss), costs, damages, charges
or expenses caused directly or indirectly by any delay in the delivery or installation of the Goods (even if
caused by the Company’s negligence), nor will any delay entitle the Buyer to terminate or rescind the
Contract unless such delay exceeds 180 days.
4.5 If for any reason the Buyer will not accept delivery of any of the Goods when they are ready for delivery, or
the Company is unable to deliver or install the Goods on time because the Buyer has not provided appropriate
instructions, documents, licences or authorisations:
(i) risk in the Goods will pass to the Buyer (including for loss or damage caused by the Company’s
(ii) the Goods will be deemed to have been delivered; and
(iii) the Company may store the Goods until delivery whereupon the Buyer will be liable for all related
costs and expenses (including, without limitation, storage and insurance).
4.6 All installations of the Goods, unless otherwise agreed in advance between the Buyer and the Company, shall
be performed in accordance with the VIS Installation Guide(s) by the relevant installer of the Company
(which may be a sub-contractor) exercising reasonable care and skill. If any specific directions of the Buyer
in connection with the installation of the Goods require to be followed then these must be proper and
reasonable and be issued to the Company in advance of the proposed installation date.
4.7 If the Company delivers to the Buyer a value or quantity of Goods of up to 90% more or less than the value or
quantity (as the case may be) accepted by the Company the Buyer shall not be entitled to object to or reject
the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata
5.1 The quantity of any consignment of Goods as recorded by the Company (i) upon despatch from the
Company’s place of business or (ii) upon installation by the Company, in each case shall be conclusive
evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence
proving the contrary.
5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s or its
carriers’ negligence) unless written notice is given to the Company within 10 days of the date when the Goods
would in the ordinary course of events have been received.
5.3 Any liability of the Company 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
6.1 The Goods are at the risk of the Buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared
funds) all sums due to it in respect of (i) the Goods and (ii) all other sums which are or which become due to
the Company from the Buyer on any account.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer must:
(i) hold the Goods on a fiduciary basis as the Company’s trustee;
(ii) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any
third party in such a way that they remain readily identifiable as the Company’s property (unless
installation by the Company shall not allow for such separate storage);
(iii) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
(iv) maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for
their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer
shall produce the policy of insurance to the Company; and
(v) hold the proceeds of the insurance referred to in condition 6.3 (iv) on trust for the Company and not
mix them with any other money, nor pay the proceeds into an overdrawn bank account.
6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
(i) any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and
(ii) any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer
shall deal as principal when making such a sale.
6.5 The Buyer’s right to possession of the Goods shall terminate immediately if:
(i) 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
voluntary 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 a resolution is passed or a petition presented to any court for the winding 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 possible insolvency of the Buyer; or
(ii) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property
or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or
any other contract between the Company 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; or
(iii) the Buyer encumbers or in any way charges any of the Goods; or
(iv) if the Buyer suffers any event in a foreign jurisdiction analogous to or comparable with any of the
6.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the
Goods has not passed from the Company.
6.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter 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.
7.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the
Company’s price list published on the date of delivery or deemed delivery or as otherwise set out in the
Company’s quotation which has been accepted by the Buyer.
7.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to
installation (including without limitation all flights, accommodation and other reasonable travel charges and
other outlays) all of which amounts the Buyer will pay in addition.
8.1 For new customers or large or expensive orders of Goods, the Company reserves the right to request
payment for the Goods from the Buyer prior to delivery. In most cases, invoices shall be issued by the
Company on or shortly after delivery or installation of the Goods.
8.2 The Buyer shall pay all invoices within 7 days of receipt and where no invoice is received or issued, payment
of the price for the Goods is due on the 20th working day following the date that the Goods are installed,
delivered or deemed to be delivered.
8.3 Time for payment shall be of the essence.
8.4 No payment shall be deemed to have been received until the Company has received cleared funds.
8.5 All payments payable to the Company under the Contract shall become due immediately upon termination of
this Contract despite any other provision.
8.6 The Buyer shall make all payments due under the Contract 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 the Company to the Buyer.
8.7 If the Buyer fails to pay the Company any sum due pursuant to the Contract the Buyer will be liable to pay (i)
interest to the Company on such sum from the due date for payment at the annual rate of 8% above the base
lending rate from time to time of Bank of Scotland plc, accruing on a daily basis until payment is made,
whether before or after any judgment and (ii) all costs and expenses (including all lawyers’ fees and
expenses) incurred by the Company in connection with such late payment by the Buyer.
8.8 While any payments by the Buyer to the Company are outstanding the Company reserves the right to
suspend the supply of further Goods or provision of any services until all outstanding amounts have been paid
9 WARRANTY, RETURNS & REPAIRS
9.1 The Company warrants that (subject to the other provisions of these conditions) (i) at the point of delivery or
installation the Goods will be of merchantable quality, be reasonably fit for the Intended Purpose (if a purpose
is expressly and clearly stipulated) and (ii) operate during the Warranty Period substantially in accordance
with the technical specification for the relevant Goods (as published by the Company from time to time or
available from the Company upon request).
9.2 The Company shall not be liable for a breach of any of the warranties in condition 9.1 unless:
(i) the Buyer gives written notice of the defect to the Company, and (if the defect is as a result of
damage in transit) to the carrier, within 14 days of the time when the Buyer discovers or ought to
have discovered the defect; and
(ii) the Company is given a reasonable opportunity after receiving the notice of examining such Goods
and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of
business for the examination to take place there.
9.3 The Company shall not be liable for a breach of any of the warranties in condition 9.1 if:
(i) the Buyer makes any further use of such Goods after giving such notice; or
(ii) the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to
the storage, installation, commissioning, use or maintenance of the Goods or (if there are none)
good trade practice; or
(iii) the Buyer alters or repairs such Goods without the written consent of the Company.
9.4 Subject to conditions 9.2 and 9.3, if any of the Goods do not conform with any of the warranties in condition
9.1 the Company shall (i) 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 provided that, if the Company so requests, the Buyer shall, at the
Company's expense, return the Goods or the part of such Goods which is defective to the Company and (ii)
refund the Buyer the cost of sending the Goods to the Company from Ireland or from within the UK by Royal
Mail for inspection (but not the cost of courier or other international postage or delivery).
9.5 If following an inspection by the Company of the Goods, the Buyer does not have a valid warranty claim (eg
because condition 9.3 applies), the Company if requested by the Buyer (and it agrees) may carry out any
necessary repairs to the Goods at its standard published rates (available from the Company upon request)
and where this involves an on-site repair at the premises of the Buyer then the Buyer shall also be liable to
pay all related costs or charges of the Company (including without limitation all flights, accommodation and
other reasonable travel charges). The Buyer shall, where there is no valid warranty claim, be liable to pay for
the postage of the Goods by the Company to the Buyer.
9.6 If the Company complies with condition 9.4 it shall have no further liability for a breach of any of the
warranties in condition 9.1 in respect of such Goods.
9.7 Any Goods or parts replaced will belong to the Company (unless otherwise agreed) and any repaired or
replacement Goods will be guaranteed on these terms for the unexpired portion of the Warranty Period.
9.8 All repair work and installation services shall be performed by the Company exercising reasonable care and
10 LIMITATION OF LIABILITY
10.1 Subject to condition 9, the following provisions set out the entire financial liability of the Company (including
any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(i) any breach of these conditions; and
(ii) any representation, statement or delictual act or omission including negligence arising under or in
connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied
by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the
10.3 Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused
by the Company’s negligence or fraudulent misrepresentation.
10.4 Subject to conditions 10.2 and 10.3, the Company’s total liability in contract, delict (including negligence or
breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the
performance or contemplated performance of this Contract shall be limited to two times the price paid by the
Buyer for the Goods.
10.5 Subject to conditions 10.2 and 10.3, the Company shall not be liable for any indirect or consequential loss or
damage (whether for loss of profits, loss of business, loss of data, increased costs of working, depletion of
goodwill or reputation, or otherwise) costs, expenses or other claims for consequential compensation
whatsoever (howsoever caused) which arise out of or in connection with the Contract.
10.6 Subject to conditions 10.2 and 10.3, the Company does not provide any guarantee regarding image quality for
Goods that have a display screen. Improvements to image quality to such Goods often require a skilled hand
in using such Goods for the Intended Purpose and the Company can provide additional training to the Buyer if
requested (and subject to the appropriate training fees of the Company being agreed and paid for).
11.1 The Buyer shall not be entitled to assign or novate the Contract or any part of it without the prior written
consent of the Company.
11.2 The Company may assign or novate the Contract or any part of it to any person, firm or company.
12 FORCE MAJEURE
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce 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 beyond the reasonable control of the Company including, without limitation, acts of
God, governmental actions, war or national emergency, acts of terrorism, protests, riots, civil commotion, fire,
explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's
workforce), 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 continues for a continuous period in excess of 160 days, the Buyer
shall be entitled to give notice in writing to the Company to terminate the Contract.
13 INTELLECTUAL PROPERTY RIGHTS
13.1 The Company hereby grants to the Buyer a non-transferable (unless permitted in accordance with condition
11.1) and non-exclusive right to use the IPR in, and to, the Goods for the Intended Purpose, but without
authority to sub-licence the IPR.
13.2 The Buyer shall not reverse engineer, decompile, disassemble or otherwise reduce any part of the software
contained within the Goods to human-readable form nor permit any third party to do so, except to the extent
expressly permitted by applicable law. The interface information necessary to achieve interoperability of such
software with independently created computer programs will be provided to the Buyer on request on payment
of the Company’s reasonable costs and expenses. 13.3 The Buyer shall not delete or obscure any trade mark or copyright notice of the Company or any other third
party contained on or within the Goods (or part thereof) nor pass off nor attempt to pass off the Goods as
having been manufactured by the Buyer or by any third party. Other than as expressly permitted by the
Company in writing, neither the Buyer nor any of its officers or employees (if applicable) may during or after
the expiry or termination of this Contract use or adopt any domain name, trade mark, trade name or
commercial designation that includes or is similar to or may be reasonably mistaken for the whole or any part
of any domain name, trade mark, trade name or commercial designation used by the Company.
14 AUTHORISED USES
14.1 The Goods are for use by the Buyer on animals in accordance with the Intended Use exercising due care and
skill and in accordance with any operating instructions or manual that is supplied with the Goods.
14.2 For the avoidance of doubt the Goods must not be used on humans unless expressly permitted in writing by
14.3 The Buyer shall issue all instructions, documentations and warnings on use to subsequent purchasers /
15.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of
the Company whether under the Contract or not.
15.2 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, unenforceability or unreasonableness be deemed severable
and the remaining provisions of the Contract and the remainder of such provision shall continue in full force
15.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be
construed as a waiver of any of its rights under the Contract.
15.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer
will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of
15.5 The parties to this Contract do not intend that any term of this Contract will be enforceable by any person that
is not a party to it (save in respect of permitted assignees).
15.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be
governed by the law of Scotland and the parties submit to the non-exclusive jurisdiction of the Scottish courts.
16 DOG BREEDER TRAINING COURSES AND DEFRA APPROVED TRAINING COURSES
(i) Cancellation – bookings can be cancelled by you before payment at any time up to 7 days before the date of the event.
If cancelling after payment, then if notice of cancellation is received by us within 7 days of payment a full refund will be made.
After 7 days, refunds are subject to a £50 administration fee. However, (unless you are entitled under law to cancel and receive a refund),
no refunds are given for cancellations made within the last 21 days prior to the date of the event, save at our discretion.
17.1 All communications between the parties about this Contract must be in writing and delivered by hand or sent
by pre-paid first class post or sent by facsimile transmission or sent by email:
(i) (in case of communications to the Company) to its registered office or such changed address as
shall be notified to the Buyer by the Company or in the case of email to firstname.lastname@example.org
or such changed email address as shall be notified to the Buyer by the Company ; or
(ii) (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a
company) or (in any other case) to any address (including email address) of the Buyer set out in any
document which forms part of this Contract or such other address (including email address) as shall
be notified to the Company by the Buyer.
17.2 Communications shall be deemed to have been received:
(i) if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public
holidays) after posting (exclusive of the day of posting);
(ii) if delivered by hand, on the day of delivery;
(iii) if sent by facsimile transmission on a working day prior to 4.00 pm, at the time of transmission and
otherwise on the next working day; and
(iv) if transmitted by email and a successful delivery receipt is generated on a working day prior to 4.00
pm, then at the time of transmission and otherwise on the next working day.
17.3 Communications addressed to the Company shall be marked for the attention of the Managing Director.