VGC Group terms and conditions for purchase of materials or equipment


These terms and conditions apply to any order issued by VG Clements (Contractors) Ltd, VG Clements Ltd or VGC Construction Ltd, hereafter referred to as ‘VGC’.

1 Interpretation

In these terms and conditions the following expressions shall have the meanings shown:

  • ‘conditions’ – the terms and conditions of hire set out herein which shall supersede any previous agreement between the company and the supplier in relation to the matters dealt with in the contract;
  • ‘contract’ – the order and the conditions, any documents which are attached or referred to in the order or documents and any quality programme of the supplier;
  • ‘documents’ – plans, photographs, models, patterns, samples, specifications, data and technical information and any other documents relating to the plant and operators whether written, oral or three-dimensional;
  • ‘order’ – the company’s order including all related documents.

2 Basis of purchase

2.1 The order constitutes an offer by VGC (the company) to purchase the materials, articles and equipment as specified (the goods) from the person, firm or company to whom the order is addressed (the supplier) subject to the terms of the contract.

2.2 The conditions shall govern and be incorporated in the contract to the exclusion of any other express or implied terms and conditions on which any quotation has been given to the company or subject to which the order is accepted or purported to be accepted by the supplier, and any similar provision in the supplier’s terms and conditions shall be of no effect.

2.3 Subject to condition 3.2, and unless specified otherwise in the conditions, the contract may only be modified in writing signed on behalf of the company by an authorised person and no other action on the part of the company, whether by accepting the goods or otherwise, shall be a variation of the contract.

3 Ordering procedure and orders

3.1 Any forecast of the company’s likely requirements, dates or frequency of delivery of goods (forecasts) shall not be binding.

3.2 The quality and quantity of, and documents relating to the goods and the date and place of delivery may be altered by the company from time to time by written notice to the supplier. If the company so requests, the supplier shall provide a reasonable sample of the goods to the company.

3.3 No order shall be binding on the company unless and until it has been accepted in writing by the supplier and bears the company’s order reference number. All orders shall be automatically withdrawn if not accepted by the supplier within 30 days of the date as stated in the company’s order.

3.4 The supplier shall immediately inform the company if the supplier knows or believes that (i) any goods for which the company has placed a forecast are, or are likely to be out of stock or it will not be, or is unlikely to be, able to deliver all or any of the goods by the date required; or (ii) it will not be, or is unlikely to be, able to deliver all or any of the goods by the date required on the order and the company shall be entitled to cancel any order placed without liability and without prejudice to any other right or remedy.

3.5 The supplier shall quote the company’s order reference number on all despatch or consignment notes, advice notes, invoices and any other documentation related to the contract.

4 Deliveries

4.1 All goods shall be delivered carriage and insurance paid to the address specified in the company’s order or otherwise notified to the company (delivery address).

4.2 The goods ordered by the company shall be at the supplier’s risk until the goods are received and signed for by the company at the delivery address and until then the supplier shall insure the goods to their full replacement value.

4.3 Delivery shall be made by the supplier at the dates and times as specified in the company’s order or as otherwise agreed.

4.4 The title and risk in the goods shall pass to the company on receipt of the goods at the delivery address, except where payment for the goods has been made prior to delivery, in which case title shall pass to the company when payment is made and the goods are appropriated to the contract.

4.5 Time shall be of the essence in respect of the obligations of the supplier.

4.6 The supplier shall ensure that all goods delivered are accompanied by a despatch or consignment note and a packing note clearly quoting the order reference number and that a duplicate is sent to the address as specified in the company’s order at the time the goods are dispatched. Any indication by the company on delivery that a consignment accords with the consignment note shall not be taken as indicating that the company has accepted the goods.

4.7 If the goods are to be delivered by instalments, the contract will be treated as a single contract and not severable.

4.8 The company shall be entitled to reject without charge any goods delivered which:

i. do not comply with the contract or

ii. are defective

within 30 days of the date of any non-compliance or defect coming to the attention of the company.

4.9 The company shall not be obliged to return any packaging, crates or packing materials to the supplier.

4.10 If any goods are rejected or are in excess of the quantities ordered the supplier shall forthwith collect them from the delivery address at its own expense and risk in such goods shall pass to the supplier when they are tendered for collection by the company. If the supplier fails to collect goods in accordance with this condition, the company may charge the supplier all reasonable storage and transport costs of the goods.

4.11 The defects liability period as specified in the company’s order (the “defects liability period”) shall commence on the commencement of the company’s defects and liability period as set out in the relevant main contract (as defined in condition 5.4) (or, if there is no main contract or the commencement of the company’s defects and liability period is not specified in the main contract, on such other date as the company shall specify). The company may at any time prior to the expiry of the defects liability period request the supplier to replace any defective goods as soon as reasonably practicable. No adjustment shall be made to the price in respect of such adjustment.

5 The goods

5.1 The supplier shall ensure that the goods and any design which forms part of them shall:

i. correspond as to description, specifications, quantity, quality and condition with the contract

ii. conform with any sample, specification, pattern, drawing or design approved or supplied by the company

Iii. be capable of and meet any standard of inspection or performance specified in the contract or the main contract

iv. be of satisfactory quality and free from defects in design, materials and workmanship

v. meet any standard of inspection or performance stated or referred to in the contract

vi. be and remain fit for any purpose expressly or implicitly made known to the supplier or otherwise for their ordinary purposes

vii. be free from all liens and encumbrances on title; and

viii. at all times conform with all relevant statutory, regulatory and legal requirements (including but not limited to all applicable safety and handling legislation) and any relevant British standards and codes of practice

ix. be fully compatible with any goods, material and equipment to which the company proposes to adjoin, affix or otherwise use with the goods; and

x. be to the reasonable satisfaction of the company and/or any person appointed in connection with the main contract.

5.2 The supplier shall

i. advise the company if any goods require the company to take any special step or make any special provision in order to comply with any statutory requirements and

ii. provide the company with information concerning any dangerous property associated with the goods likely to be encountered as a result of the use for which it is being supplied, including an assessment of its risk including the manufacturer’s recommended application and symptoms associated with effects of over-exposure, together with the controls and safety procedures that are required for its use and hazard data sheets and all such information shall be provided at regular intervals and in any event when reasonably required by the company.

5.3 Without prejudice to any other right or remedy, if goods are not supplied in accordance with the contract then the company shall be entitled to require the supplier to supply replacement goods in accordance with the contract as soon as practicable and in any event within five days.

5.4 the supplier will indemnify and keep indemnified the company on demand against all claims, loss, costs, damage and expenses which it incurs or which are brought against the company directly or indirectly as a result of or arising in connection with

i. the goods not being delivered in accordance with and/or not being or performing in accordance with the contract including but not limited to any sums paid under any contract under which the company is engaged to execute or procure plant and/or works and/or any specifications, conditions of contract and documents of a similar nature prepared for any such plant and/or works (main contract) which main contract may be inspected on reasonable notice at the address as specified in the company order subject to the company’s right to withhold details of prices or any other confidential information

ii. loss of or damage to the information (as defined in condition 10) which is at any time in the supplier’s possession or control

iii. any claim that the goods or their importation, use or resale, infringes the patent, copyright, design right, trade mark or other intellectual property rights of any other person

iv. any liability under the consumer protection act 1987 in respect of the goods ( except to the extent caused by the company’s negligence)

v. any claim arising from injury to any person or damage to property arising from the use of the goods or the fulfilment of the contract
Or sustained by the supplier (except to the extent caused by the company’s negligence)

vi. the removal of goods and reinstallation of non-defective goods should a defect in the goods not be discovered until the goods have been incorporated into other goods or works or until the goods fail to perform.

5.5 If so required by the company the supplier shall provide a guarantee bond in such form as the company may reasonably require from a first class bank or insurance company to warrant that the goods shall comply with the conditions. The bond shall provide sufficient funds to allow the company to obtain the goods from an alternative supplier at no additional cost to the company if they do not so comply.

6 Price

6.1 The price of goods shall be as stated in the company’s order (the price) and, unless otherwise stated shall be

i. exclusive of any applicable VAT (which shall be payable by the company subject to receipt of a VAT invoice) and

ii. inclusive of all charges for crates, packaging, carriage, insurance and delivery of the goods to the delivery address and any duties, taxes or levies other than value added tax.

6.2 The company shall be entitled to the benefit of any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the supplier, whether or not shown on its own terms and conditions of sale.

7 Payment

7.1 The supplier may invoice the company with the price on or at any time after delivery of the goods in accordance with the contract. Each invoice shall quote the order reference number and be accompanied by a detailed statement of the goods to which the invoice relates and the dates delivered.

7.2 The company shall pay the price within the time as per agreed terms.

7.3 The company shall be entitled to withhold from the price the percentages of the price as stated in the company’s order during the periods as specified in the company’s order. Any amounts so withheld shall be paid by the company to the supplier within 30 days of the supplier’s request for payment, such request not to be made prior to the expiry of the defects liability period as stated in the company’s order, less any amounts spent by the company in replacing goods which the supplier has failed to replace under condition 4.11.

8 Termination

8.1 The company shall be entitled to terminate the contract with immediate effect at its convenience without fault on the part of the supplier in respect of all or part of the order at any time. If the company exercises this right of termination, the company’s sole liability shall be to pay the supplier the reasonable direct costs incurred in connection with the cancellation of the order and the company shall not be liable to the supplier for any loss of profit, business, contracts or revenues whether directly or indirectly arising from such termination.

8.2 The company shall have the right at any time by giving notice in writing to the supplier to terminate the contract in respect of all or part of the works forthwith if:

i. the supplier commits a material breach of any of the terms and conditions of the contract and in the case of a breach which is capable of remedy, fails to remedy the same within 30 days of a request to do so by the company or

ii. the requirements of the main contract are varied or reduced such that the company’s requirement for the goods is removed or becomes fundamentally different or if the main contract is terminated; or

iii. any distress, execution or other process is levied upon  any of the assets of the supplier; or

iv. the supplier 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 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 supplier or notice of intention to appoint an administrator is given by  the supplier 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 winding-up of the supplier or for the granting of an administration order in respect of the supplier, or any proceedings are commenced relating to the insolvency or possible insolvency of the supplier; or

v. the supplier ceases or threatens to cease to carry on its business; or (f) the financial position of the supplier deteriorates to such an extent that in the opinion of the company the capability of the supplier adequately to fulfil its obligations under the contract has been placed in jeopardy.

8.3 In the event of termination pursuant to condition 8.2, the company shall not be liable to the supplier for any costs or damages as a result of such termination. If part only of the contract is terminated, there shall be a pro rata reduction in the price.

8.4 The termination of the contract, however arising, shall be without prejudice to the rights and duties of the company accrued prior to termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.

9 Progress, inspection and testing

9.1 The representative(s) of the company shall at all reasonable times be granted access to the premises of the supplier for the purpose of determining progress in the execution of the order, inspecting the goods at all stages of manufacturing and packaging, and (where possible) witnessing or carrying out tests. Such representative shall have no authority to accept goods and any inspection shall not be an acceptance of the goods. The exercise by the company of its rights hereunder shall not absolve the supplier from its obligations under the contract.

9.2 At regular intervals during the design and manufacturing process the supplier shall provide to the company a detailed progress report giving details of the progress to date and likely completion of the contract together with any further details reasonably requested by the company in connection with the supply of the goods.

10 Date reliance warranty

10.1 The supplier hereby warrants that where any of the goods include time and /or date processing or reliant components or software, such components and/or software will process times and/or dates accurately and efficiently so that that neither the performance nor the functionality of the goods is affected by such reliance and so that no value or expression of any date will cause any interruption in the operation of such goods.

10.2 To the extent that the supplier fails, in any respect, to comply with the warranty given in condition 10.1, the supplier shall indemnify and hold the company harmless against any loss, damage or expense sustained or incurred, directly or  indirectly, by the company as a result of such failure.

11 Ownership of intellectual property

11.1 During the term of the contract and after termination, except as required by law or by any relevant national or supranational regulatory authority, or to the extent that information has come into the public domain through no fault of the supplier, the supplier shall treat as strictly confidential all information and intellectual property rights provided to it by the company (the information). The supplier

i. will not use nor permit the use of the information for the production, manufacture or design of any goods or materials other than the goods ordered from time to time by the company

ii. will refer to the company enquiries for goods or parts thereof intended to be replacements for the goods;

iii. will at the request of the company at any time immediately deliver to the company all or any of the information and all copies thereof.

11.2 All information created, prepared or provided by the supplier for the purposes of or in connection with the contract shall, at the option of the company (which it may exercise at any time in its absolute discretion), be assigned to the company absolutely by the supplier, with full title guarantee at such reasonable cost as the company may specify.

12 General

12.1 Any notice given under the contract conditions shall be in writing addressed to the other party at its registered office, principal place of business or other address as may be notified.

12.2 No waiver by the company of any breach of the contract by the supplier shall be considered as a waiver of any subsequent breach or any other provision.

12.3 The supplier shall not assign, hold on trust or sub-contract any part of the contract.

12.4 If any provision of these conditions is held to be invalid or unenforceable in whole or in part, the validity of the other provisions of the contract shall not be affected.

12.5 If any dispute between the company and the supplier cannot be resolved amicably, at the company’s option, the matter may be referred to an appropriate professional body for adjudication in accordance with the latest published version of the Technology and Construction Solicitors’ Association (TeCSA) rules for adjudication as such rules may be amended from time to time. If any dispute arises under the contract concerning the same or substantially the same facts and matters as any dispute between the company and any other person which has been referred to adjudication pursuant to section 108 of the housing grants construction and regeneration act 1996, the company and the supplier agree that such dispute may be dealt with in the same adjudication proceedings.

12.6 Neither party shall be liable to the other for any default under the contract caused by war, fire, flood, riot, drought, governmental action or act of god or any other event beyond the reasonable control of the defaulting party (‘force majeure event’). The supplier shall immediately inform the company of the existence of any force majeure event. Where a force majeure event subsists for a period of 10 days or more, the company shall be entitled to cancel the contract (or any part of it) without liability and without prejudice to its other rights and obligations.

12.7 The supplier shall not without the prior written permission of the company advertise or announce that it supplies goods to the company and shall discontinue any advertisement or announcement on demand.

12.8 The supplier will at all times insure and keep itself insured with a reputable insurance company in respect of all liability which it may incur to the company under the contract and in respect of the goods and shall produce on request by the company the policy of such insurance and the premium receipts.

12.9 The supplier shall comply with the VGC Group code of business ethics.

12.10 The contract shall be governed by and construed in accordance with the laws of England and, subject to the provisions of condition 12.5, the parties submit to the exclusive jurisdiction of the English courts.

12.11 Unless expressly provided, no express term of the contract or any term implied under it is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

12.12 If there is any conflict between the provisions of the documents comprising the contract, the following shall prevail in descending order of priority (i) the company’s order (ii) the documents (iii) the conditions.

12.13 All rights and obligations of the parties shall cease to have effect on termination of the contract except where otherwise stated and provided that termination shall not affect any accrued rights, remedies and obligations of the parties at the date of termination.

12.14 These conditions may be updated or modified by the company from time to time by notification to the supplier in writing signed by an authorised person.


(June 2015)