Victory Pet Products Ltd - Terms of Service

The customer's attention is drawn in particular to the provisions of clause 9.

1 Interpretation

1.1 Definitions

In these Conditions, the following definitions apply:

Business Day - a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Conditions - the terms and conditions set out in this document as amended from time to time in accordance with clause 11.8.

Contract - the contract
between Victory Pet Products and the Customer for the sale and purchase
of the Goods in accordance with these Conditions.

Customer - the person or firm who purchases the Goods from Victory Pet Products.

Force Majeure Event - has the meaning given in clause 10.

Goods - the goods (or any part of them) which Victory Pet Products agrees to sell to the Customer pursuant to these Conditions.

Victory Pet Products - Victory Pet Products Limited (registered in England and Wales with company number 01047681).

Order - the Customer's order for the Goods.

1.2 Construction - In these Conditions, the following rules apply:

1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns.

1.2.3 A reference
to a statute or statutory provision is a reference to such statute or
provision as amended or re-enacted. A reference to a statute or
statutory provision includes any subordinate legislation made under that
statute or statutory provision, as amended or re-enacted.

1.2.4 Any phrase introduced by the
terms including, include, in particular or any similar expression shall
be construed as illustrative and shall not limit the sense of the words
preceding those terms.

1.2.5 A reference to writing or written includes faxes and email.

2 Basis of contract

2.1 These Conditions apply to the
Contract to the exclusion of any other terms that the Customer seeks to
impose or incorporate, or which are implied by trade, custom, practice
or course of dealing.

2.2 The Order constitutes an offer by
the Customer to purchase the Goods in accordance with these Conditions.
The Customer is responsible for ensuring that the terms of the Order are
complete and accurate. All Orders must comply with Victory Pet Products
minimum order value applicable from time to time as specified in
Victory Pet Products published price list.

2.3 The Order shall only be deemed to
be accepted when Victory Pet Products issues a written acceptance of the
Order, or if no such written acceptance is issued, when Victory Pet
Products delivers the Goods or accepts payment for the Goods (whichever
occurs earlier), at which point the Contract shall come into existence.

2.4 The Contract constitutes the entire
agreement between the parties. The Customer acknowledges that it has
not relied on any statement, promise, representation, assurance or
warranty made or given by or on behalf of Victory Pet Products which is
not set out in the Contract.

2.5 Any samples, drawings, descriptive
matter, or advertising produced by Victory Pet Products and any
descriptions or illustrations contained in Victory Pet Products
catalogues or brochures are produced for the sole purpose of giving an
approximate idea of the Goods described in them. They shall not form
part of the Contract or any other contract between Victory Pet Products
and the Customer for the sale of any goods or services.

2.6 Neither a quotation for the Goods,
nor the issuance of a price list, catalogue, brochure or other
communication by Victory Pet Products shall constitute an offer and
shall merely represent an invitation to the Customer to make an offer to
purchase Goods.

3 Goods

3.1 The Goods are described in Victory Pet Products price list and website.

3.2 Victory Pet Products reserves the
right to amend the specification of the Goods if required by any
applicable statutory or regulatory requirements.

4 Delivery

4.1 Delivery will be free for orders over £500. For orders below £499.99, due to the big difference in weights of our products, it is difficult to calculate set rates fairly for the customer, therefore delivery will be calculated at current market rate (see below for approximate costs) and added to the invoice for approval.

Example rates (exVAT):
<25kg £5.99
45kg £13.49
70kg £18.99

4.2 Victory Pet Products shall deliver
the Goods to such location as may be agreed by Victory Pet Products in
writing or, where no such location is agreed, delivery shall take place
at Victory Pet Products premises (Delivery Location).

4.3 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.

4.4 Any dates quoted for delivery are
approximate only, and the time of delivery is not of the essence.
Victory Pet Products shall not be liable for any delay in delivery of
the Goods that is caused by a Force Majeure Event or the Customer's
failure to provide Victory Pet Products with adequate delivery
instructions or any other instructions that are relevant to the supply
of the Goods.

4.5 Victory Pet Products total
aggregate liability for failure to deliver Goods shall be limited to
providing the Customer with a refund in respect of the price paid by the
Customer (if any) for the Goods. Victory Pet Products shall have no
liability for any failure to deliver the Goods to the extent that such
failure is caused by a Force Majeure Event or the Customer's failure to
provide Victory Pet Products with adequate delivery instructions or any
other instructions that are relevant to the supply of the Goods.

4.6 If the Customer
fails to take or accept delivery of the Goods at the time when the Goods
are delivered to the Delivery Location or, where delivery takes place
at Victory Pet Products premises, by 4pm on the third Business Day
following the date on which Victory Pet Products informs the Customer
that the Goods are ready for collection (Attempted Delivery Time), then:

4.6.1 delivery of the Goods shall be deemed to have been completed at the Attempted Delivery Time; and

4.6.2 Victory Pet
Products shall store the Goods until delivery takes place, and charge
the Customer for all related costs and expenses (including insurance).

4.7 If 10 Business Days after the day
on which Victory Pet Products notified the Customer that the Goods were
ready for delivery the Customer has not taken or accepted delivery of
them, Victory Pet Products may resell or otherwise dispose of part or
all of the Goods.

4.8 Victory Pet Products may deliver
the Goods by instalments, which shall be invoiced and paid for
separately. Each instalment shall constitute a separate Contract. Any
delay in delivery or defect in an instalment shall not entitle the
Customer to cancel any other instalment.

4.9 If the Supplier delivers less than
the quantity of Goods ordered, the Customer shall not be entitled to
reject the delivery of Goods but rather Victory Pet Products shall make
an adjustment to the invoice relating to the Order to deduct the portion
of the price relating to the Goods not delivered (and issue a refund if
the Goods not delivered have already been paid for) on receipt of
notice from the Customer that the wrong quantity of Goods was delivered.

5 Quality

5.1 Victory Pet Products warrants that on delivery the Goods shall:

5.1.1 conform in all material respects with their description; and

5.1.2 be free from material defects.

5.2 Subject to clause 5.3, if:

5.2.1 the Customer gives notice in
writing to Victory Pet Products that some or all of the Goods do not
comply with the warranty set out in clause 5.1, and such notice is given
to Victory Pet Products: (i) within 2 days of delivery of the Goods
where such non-conformity should have been reasonably apparent on
delivery; or (ii) within 7 days of the date of discovery of such
non-conformity where the non-conformity would not have been reasonably
apparent on delivery;

5.2.2 Victory Pet Products is given a reasonable opportunity of examining such Goods;

5.2.3 The Customer (at Victory Pet
Products absolute discretion) either returns such Goods to Victory Pet
Products place of business at the Customer's cost, or, providing that a
further order is raised for delivery on Victory Pet Products own
transport, makes such Goods available for collection by Victory Pet
Products. In all circumstances, the Customer shall store such Goods and
maintain them in the same condition that they were in when first
delivered to the Customer, prior to such Goods being returned to, or
collected by, Victory Pet Products; and

5.2.4 The Customer complies with any
timescales and other terms stipulated on or enclosed with the Goods
relating to returning the Goods including, without limitation, any
timescales or other terms relevant to claiming under any warranty
offered by the manufacturer of the Goods,

Victory Pet Products shall, at its option, repair or replace the
defective Goods, or refund the price of the defective Goods in full.

5.3 Victory Pet Products shall not be
liable for Goods' failure to comply with the warranty set out in clause
5.1 in any of the following events:

5.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;

5.3.2 the defect arises because the
Customer failed to follow Victory Pet Products oral or written
instructions as to the storage, transportation, or use of the Goods;

5.3.3 the defect arises as a result of Victory Pet Products following any drawing or specification supplied by the Customer;

5.3.4 the Customer alters or repairs such Goods without the written consent of Victory Pet Products;

5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

5.3.6 the Goods differ from their
description as a result of changes made to ensure they comply with
applicable statutory or regulatory requirements.

5.4 Except as provided in this clause
5, Victory Pet Products shall have no liability to the Customer in
respect of the Goods' failure to comply with the warranty set out in
clause 5.1.

5.5 The terms implied
by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest
extent permitted by law, excluded from the Contract.

5.6 Victory Pet Products may from time
to time, and at Victory Pet Products absolute discretion, agree to
accept the return of Goods in circumstances other than those set out in
clause 5.2, but such agreement may be subject to the Customer agreeing
to pay Victory Pet Products a re-stocking or administration fee, as
applicable from time to time as specified in Victory Pet Products
published price list, to take account of costs incurred by Victory Pet
Products in accepting the return.

5.7 These Conditions shall apply to any repaired or replacement Goods supplied by Victory Pet Products.

6 Title and risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass
to the Customer until Victory Pet Products has received payment in full
(in cash or cleared funds) for:

6.2.1 the Goods; and

6.2.2 all other sums which are or become due to Victory Pet Products in respect of any other Goods or products sold to the Customer.

6.2.3 Until title to the Goods has passed to the Customer, the Customer shall: 

6.2.4 hold the Goods on a fiduciary basis as Victory Pet Products bailee; 

6.2.5 store the Goods separately from
all other goods held by the Customer so that they remain readily
identifiable as Victory Pet Products property; 

6.2.6 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.2.7 maintain the Goods in
satisfactory condition and keep them insured against all risks for their
full price from the date of delivery;

6.2.8 notify Victory Pet Products immediately if it becomes subject to any of the events listed in clause 8.2; and

6.2.9 give Victory Pet Products such
information relating to the Goods as Victory Pet Products may require
from time to time, but the Customer may resell or use the Goods in the
ordinary course of its business.

6.3 If before title to the Goods passes
to the Customer the Customer becomes subject to any of the events
listed in clause 8.2, or Victory Pet Products reasonably believes that
any such event is about to happen and notifies the Customer accordingly,
then, provided that the Goods have not been resold, or irrevocably
incorporated into another product, and without limiting any other right
or remedy Victory Pet Products may have, Victory Pet Products may at any
time require the Customer to deliver up the Goods and, if the Customer
fails to do so promptly, enter any premises of the Customer or of any
third party where the Goods are stored in order to recover them.

7 Price and payment

7.1 The price of the Goods shall be the
price set out in Victory Pet Products website or published price list
in force from time to time.

7.2 Following Victory Pet Products
acceptance of an Order, Victory Pet Products may, by giving notice to
the Customer at any time before delivery, increase the price of the
Goods to reflect any increase in the cost of the Goods that is due to:

7.2.1 any factor beyond Victory Pet
Products control (including foreign exchange fluctuations, increases in
taxes and duties, and increases in labour, materials and other
manufacturing costs);

7.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or

7.2.3 any delay caused by any
instructions of the Customer or failure of the Customer to give Victory
Pet Products adequate or accurate information or instructions.

7.3 Unless otherwise
agreed in writing, or specified in our published price list, the price
of the Goods is exclusive of the costs and charges of packaging,
insurance and transport of the Goods, which shall be invoiced to the
Customer. Victory Pet Products may agree to supply the Goods inclusive
of packaging, insurance and transport, subject to the value of Order
meeting Victory Pet Products minimum order values in force from time to
time.

7.4 The price of the Goods is exclusive
of amounts in respect of value added tax (VAT). The Customer shall, on
receipt of a valid VAT invoice from Victory Pet Products, pay to Victory
Pet Products such additional amounts in respect of VAT as are
chargeable on the supply of the Goods.

7.5 Victory Pet Products may invoice the Customer for the Goods on or at any time after receipt of an Order.

7.6 Unless otherwise agreed by Victory
Pet Products in writing the Customer shall pay for the Goods on or
before delivery. Where Victory Pet Products agrees in writing that the
Customer may pay for the Goods after delivery, the Customer shall pay
for the Goods within 14 days of the date of Victory Pet Products
invoice, or within such other time period as may be specified by Victory
Pet Products in writing. Payment shall be made to the bank account
nominated in writing by Victory Pet Products. Time of payment is of the
essence.

7.7 If the Customer fails to make any
payment due to Victory Pet Products under the Contract by the due date
for payment, then Victory Pet Products may charge interest on the
overdue amount at the rate of 8% per annum above the Official Bank Rate
of the Bank of England from time to time. Such interest shall accrue on a
daily basis from the due date until the date of actual payment of the
overdue amount, whether before or after judgment. The Customer shall pay
the interest and any additional administration charges (set out in
clause 7.8 below) together with the overdue amount.

7.8 Where applicable, Victory Pet
Products shall be entitled to charge the Customer the following
additional administration fees in relation to late payment or
non-payment: (i) £25 in respect of each dishonoured cheque; (ii) £10 in
respect of any payment which fails to be processed due to the Customer
cancelling a Direct Debit instruction; (iii) £10 where payment is
overdue and Victory Pet Products has requested payment from the Customer
on two or more occasions; and (iv) an amount equal to the costs
actually incurred by Victory Pet Products in the event that Victory Pet
Products instructs a third party debt collection agency, or other third
party, to recover the debt.

7.9 The Customer shall
pay all amounts due under the Contract in full without any set-off,
counterclaim, deduction or withholding (except for any deduction or
withholding required by law). Victory Pet Products may at any time,
without limiting any other rights or remedies it may have, set off any
amount owing to it by the Customer against any amount payable by Victory
Pet Products to the Customer.

8 Termination

8.1 If the Customer
becomes subject to any of the events listed in clause 8.2, or Victory
Pet Products reasonably believes that the Customer is about to become
subject to any of them and notifies the Customer accordingly, then,
without limiting any other right or remedy available to Victory Pet
Products, Victory Pet Products may cancel or suspend all further
deliveries under the Contract or under any other contract between the
Customer and Victory Pet Products without incurring any liability to the
Customer, and all outstanding sums in respect of Goods delivered to the
Customer shall become immediately due.

8.2 For the purposes of clause 8.1, the relevant events are:

8.2.1 the Customer fails to pay any sum due under the Contract by its due date for payment;

8.2.2 the Customer becomes, or in Victory Pet Products opinion is likely to become, insolvent;

8.2.3 the Customer suspends, threatens
to suspends, ceases or threatens to cease to carry on all or a
substantial part of its business;

8.2.4 the Customer's financial position
deteriorates to such an extent that in Victory Pet Products opinion the
Customer's capability to adequately fulfil its obligations under the
Contract has been placed in jeopardy; and

8.2.5 (being an
individual) the Customer dies or, by reason of illness or incapacity
(whether mental or physical), is incapable of managing his or her own
affairs or becomes a patient under any mental health legislation.

8.3 Termination of the Contract,
however arising, shall not affect any of the parties' rights and
remedies that have accrued as at termination. Clauses which expressly or
by implication survive termination of the Contract shall continue in
full force and effect.

9 Limitation of liability

9.1 Nothing in these Conditions shall limit or exclude Victory Pet Products liability for: 

9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

9.1.2 fraud or fraudulent misrepresentation;

9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;

9.1.4 defective products under the Consumer Protection Act 1987; or

9.1.5 any matter in respect of which it would be unlawful for Victory Pet Products to exclude or restrict liability.

9.2 Subject to clause 9.1:

9.2.1 Victory Pet Products shall under
no circumstances whatever be liable to the Customer, whether in
contract, tort (including negligence), breach of statutory duty, or
otherwise howsoever arising, for any loss of profit, or any indirect or
consequential loss arising under or in connection with the Contract; and

9.2.2 Victory Pet Products total
aggregate liability to the Customer in respect of all other losses
arising under or in connection with the Contract, whether in contract,
tort (including negligence), breach of statutory duty, or otherwise
howsoever arising, shall in no circumstances exceed 125% of the price of
the Goods.

10 Force majeure

10.1 Neither party shall be liable for
any failure or delay in performing its obligations under the Contract to
the extent that such failure or delay is caused by a Force Majeure
Event. A Force Majeure Event means any event beyond a party's reasonable
control, which by its nature could not have been foreseen, or, if it
could have been foreseen, was unavoidable, including strikes, lock-outs
or other industrial disputes (whether involving its own workforce or a
third party's), failure of energy sources or transport network, acts of
God, war, terrorism, riot, civil commotion, interference by civil or
military authorities, national or international calamity, armed
conflict, malicious damage, breakdown of plant or machinery, nuclear,
chemical or biological contamination, sonic boom, explosions, collapse
of building structures, fires, floods, storms, earthquakes, loss at sea,
epidemics or similar events, natural disasters or extreme adverse
weather conditions, or default of suppliers or subcontractors.

11 General

11.1 Medicinal Goods.
Where these Conditions permit the Customer to return the Goods to
Victory Pet Products, the Customer shall return any Goods falling within
any of the following categories within seven days of the date on which
the Goods were delivered to the Customer in order to comply with the
Veterinary Medicines Regulations: (i) Authorised Veterinary Medicine –
General Sales List (AVM-GSL); (ii) Non-food Animal – Veterinarian,
Pharmacist, Suitably Qualified Person (NFA-VPS); and (iii) Exemption
Scheme for Small Pet Animals (Schedule 6 products).

11.2 Goods requiring a licence.
The Customer warrants that it holds any and all necessary licences,
authorisations and consents, which it may be required by law to hold in
relation to the Goods.

11.3 Assignment and other dealings.

11.3.1 Victory Pet Products may at any
time assign, transfer, charge, subcontract or deal in any other manner
with all or any of its rights or obligations under the Contract.

11.3.2 The Customer may not assign,
transfer, charge, subcontract or deal in any other manner with any or
all of its rights or obligations under the Contract without the prior
written consent of Victory Pet Products.

11.4 Notices.

11.4.1 Any notice or other
communication given to a party under or in connection with the Contract
shall be in writing, addressed to that party at its registered office
(if it is a company) or its principal place of business (in any other
case) or such other address as that party may have specified to the
other party in writing in accordance with this clause, and shall be
delivered personally, sent by pre-paid first class post or other next
working day delivery service, commercial courier, fax.

11.4.2 A notice or other communication
shall be deemed to have been received: if delivered personally, when
left at the address referred to in clause 11.4.1; if sent by pre-paid
first-class post or other next working day delivery service, at 9.00 am
on the second Business Day after posting; if delivered by commercial
courier, on the date and at the time that the courier's delivery receipt
is signed; or, if sent by fax, one Business Day after transmission.

11.4.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

11.5 Severance.

11.5.1 If any
provision or part-provision of the Contract is or becomes invalid,
illegal or unenforceable, it shall be deemed modified to the minimum
extent necessary to make it valid, legal and enforceable. If such
modification is not possible, the relevant provision or part-provision
shall be deemed deleted. Any modification to or deletion of a provision
or part-provision under this clause shall not affect the validity and
enforceability of the rest of the Contract.

11.5.2 If any
provision or part-provision of this Contract is invalid, illegal or
unenforceable, the parties shall negotiate in good faith to amend such
provision so that, as amended, it is legal, valid and enforceable, and,
to the greatest extent possible, achieves the intended commercial result
of the original provision.

11.6 Waiver. A waiver of any right or remedy under
the Contract or law is only effective if given in writing and shall not
be deemed a waiver of any subsequent breach or default. No failure or
delay by a party to exercise any right or remedy provided under the
Contract or by law shall constitute a waiver of that or any other right
or remedy, nor shall it prevent or restrict the further exercise of that
or any other right or remedy. No single or partial exercise of such
right or remedy shall prevent or restrict the further exercise of that
or any other right or remedy.

11.7 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.

11.8 Variation. Except
as set out in these Conditions, no variation of the Contract, including
the introduction of any additional terms and conditions, shall be
effective unless it is in writing and signed by Victory Pet Products.

11.9 Governing law. The Contract, and any dispute or
claim arising out of or in connection with it or its subject matter or
formation (including non-contractual disputes or claims), shall be
governed by, and construed in accordance with the law of England and
Wales.

11.10 Jurisdiction.
Each party irrevocably agrees that the courts of England and Wales shall
have exclusive jurisdiction to settle any dispute or claim arising out
of or in connection with this Contract or its subject matter or
formation (including non-contractual disputes or claims).