Last updated: 22 July 2026

1.      Interpretation

1.1 Definitions:

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

Business Hours: the period from 8am to 5pm on any Business Day.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.4.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Confidential Information: all information, whether written, oral, electronic or in any other form, disclosed by or on behalf of one party to the other party in connection with the Contract, including information relating to that party’s business, customers, suppliers, products, pricing, operations, processes, trade secrets, know-how, technical information, financial information, commercial information, plans, strategies and any other information which is marked as confidential or which ought reasonably to be regarded as confidential by its nature or the circumstances of its disclosure.

Customer: the person or firm who purchases the Goods from the Supplier.

Delivery Location: is the address for delivery as outlined in the Order placed by the Customer.

Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control preventing or delaying it from performing its obligations under the Contract including (but not limited to) an act of God, fire, explosion, flood, lightning, earthquake or other natural disaster; war, act of terrorism, riot or civil unrest, rebellion, strike, lockout or boycott or other industrial action; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; pandemics or epidemics; or material required for performance of the Contract, except any party’s failure to pay shall not be an event of Force Majeure in any event.

Goods: the goods (or any part of them) set out in the Order.

Hero Lining: the Hero lining product lines offered as Goods for sale to the Customer.

Order: the Customer's order for the Goods placed via the Supplier's online ordering platforms or in writing to the relevant sales mailboxes indicated by the Supplier.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.

Supplier: [NAME OF SUPPLIER] (registered in England and Wales with company number [NUMBER]).

1.2    Interpretation:

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

(b)   A reference to a party includes its [personal representatives,] successors and permitted assigns.

(c)   A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.

(d)   Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(e)   A reference to writing or written excludes fax, but includes email.

2.      Basis of contract

2.1           These Conditions apply and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of supply.

2.2           No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase order, confirmation of order, specification or other document will form part of the Contract.

2.3           No variation of these Conditions or to an Order, or to a quotation from the Supplier will be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Supplier.

2.4           Each Order by the Customer to the Supplier will be deemed to be an offer to purchase Goods and subject to these Conditions.

2.5           The Supplier reserves the right at all times to reject any Order, in whole or in part, as its sole discretion.

2.6           Any quotation by the Supplier for the provision of Goods will be deemed to be:

(a)   An invitation to treat (and shall not be an offer) by the Supplier to supply Goods on and subject to these Conditions; and

(b)   Will be valid for 28 days only from the date of issue.

2.7           A Contract will be formed upon the earlier to occur of:

(a)   Written acceptance by the Supplier of the Buyer’s Order; or

(b)   The execution of a specific written agreement by both the Supplier and the Buyer.

3.      Goods

3.1           The Goods are described in the Supplier's digital catalogue and online ordering platforms, as modified by any applicable Specification.

3.2           The Supplier reserves the right to amend the Specification if required by any applicable law or regulatory requirement, and shall notify the Customer in any such event.

4.      Obligations of the Customer

4.1           The Customer will:

(a)   Place all Orders on these Conditions and ensure that the contents of any Order are complete and accurate;

(b)   Ensure that the Specification which is provided is complete and accurate and contains all the information the Supplier may require;

(c)   Co-operate fully with the Supplier in relation to the delivery or collection of the Goods; and

(d)   Make payment of all invoices by the due date as set out in the invoice.

4.2           Where the Supplier is required to carry out any administrative work, amendments, corrections, or reprocess documents arising from an error, omission, or incorrect instruction provided by the Customer, the Supplier reserves the right to charge an administrative fee.

4.3           Such fee shall be charged at a rate of £15 per affected registration and/or invoice, or such other amount as may be notified to the Customer from time to time.

4.4           The Supplier shall be entitled to invoice these charges immediately upon completion of the relevant work, and payment shall be due in accordance with clause 8.

5.      Delivery

5.1           The Goods will be:

(a)   Delivered by or for the Supplier to the Delivery Location on the date specified in the Supplier’s written acceptance of the Order; or

(b)   Made available for collection by the Customer at the Supplier’s, or carrier’s as the case may be, premises set out in the Order.

(c)   Where the Customer collects the Order, the Customer will collect the Goods within the period specified in the Order.

5.2           The Goods will be deemed delivered:

(a)   If delivered by or for the Supplier under clause 5.1(a), on arrival of the Goods at the Delivery Location;

(b)   If collected by the Customer under clause 5.1(b), on completion of loading at the Supplier’s, or carrier’s as the case may be, premises.

5.3           The Goods may be delivered by instalments if provided in the Order, or as accepted in writing by the Customer. Any delay in delivery or defect in instalment will not entitle the Customer to cancel any other instalment.

5.4           Delivery of the Goods, or part thereof, will be accompanied by a delivery note stating:

(a)   The date of the Order;

(b)   The relevant Customer and Supplier details;

(c)   The product numbers and type and quantity of Goods in consignment;

(d)   Any special handling and other instructions;

(e)   Any Customer and Supplier references or order numbers as required; and

(f)    Whether any packaging material is to be returned (in which case the Customer will, at the Supplier’s option, return them to the Seller or make them available for collection by the Supplier at a time specified by the latter, and in either case at the Buyer’s expense).

5.5           The Supplier will use its reasonable endeavours to meet delivery dates but such dates are approximate only, and time of delivery is not of the essence.

5.6           The Supplier will not be liable for any delay in or failure of delivery caused by;

(a)   The Customer’s failure to:

(i)     Make the Delivery Location available;

(ii)    Provide the Supplier with adequate instructions for delivery

(b)   The Customer’s failure to collect Goods from the Supplier’s premises; or

(c)   An event of Force Majeure.

5.7           If the Customer fails to accept delivery of or collect the Goods as provided in clause 5.1(a) or 5.1 (b) on the date or within the period set out in the Order:

(a)   Delivery of the Goods will be deemed to have occurred at 2 Business Days following such date; and

(b)   The Supplier will store and insure the Goods pending delivery, and the Customer will pay all costs and expenses incurred by the Supplier in doing so.

5.8           If 30 Business Days following the due date for delivery or collection of the Goods, the Customer has not taken delivery of or collected them, the Supplier may resell or otherwise dispose of the Goods. The Supplier will:

(a)   Deduct storage charges at the Supplier’s then applicable rate and reasonable costs of resale; and

(b)   Account to the Customer for any excess of the resale price over, or invoice the Customer for any shortfall of the resale price below, the price paid by the Customer for the Goods.

5.9           The Supplier will replace any Goods that are damaged in transit if the Customer provides the Supplier written notice of the damage within 2 Business Days from the time of deemed delivery.

5.10         The Customer must notify the Supplier of any issues with the Goods themselves within 2 Business Days of the delivery.

5.11         Where the Supplier delivers the Goods by instalments, it shall invoice and the Customer shall pay for separately. Each instalment shall constitute a separate contract. Any delay in delivery of or defect in an instalment shall not entitle the Customer to cancel any other instalment.

6.      Warranty

6.1           The Supplier warrants that the Goods shall, for the lifetime of the original vehicle owner who purchased the Goods, be free from material manufacturing defects in materials and workmanship, subject always to the terms and exclusions set out in this clause 6 and provided that the Goods are installed and used in accordance with the manufacturer’s installation guide and instructions.

6.2           The warranty applies to the Customer as the original purchaser and to any end-user of the Goods, provided that the Goods remain installed in the original vehicle into which they were installed and have not been resold separately from that vehicle. The warranty shall not transfer to any subsequent owner, purchaser, lessee or user where the Goods have been removed from the original installed vehicle or resold separately.

6.3           The Goods are designed and supplied for the carriage of ordinary commercial goods and equipment within the vehicle, subject to the vehicle manufacturer’s payload limits and any weight limits, load guidance or usage instructions notified by the Supplier. The Customer shall not use the Goods to carry loads which exceed those limits or which are unsuitable having regard to the nature, size, weight, sharpness, temperature or chemical composition of the load.

6.4           The warranty covers material manufacturing defects in the Goods only. It does not cover fair wear and tear, cosmetic deterioration, scratches, scuffs, staining, fading, discolouration or other damage arising from normal commercial use.

6.5           The warranty shall not apply where the defect, failure or damage arises from or is connected with overloading, impact damage, punctures, cuts, abrasions, chemical spills, contamination, misuse, neglect, wilful damage, improper cleaning, use of pressure washers or steam cleaners, abnormal working conditions, accident, or failure to follow the Supplier’s instructions or good commercial practice.

6.6           The warranty applies whether the Goods are installed by the Supplier, the Customer, an end-user, a garage, dealer, converter, third-party installer or any other person, provided that the Goods are installed strictly in accordance with the manufacturer’s installation guide and instructions, using the fixings, fittings and components supplied or approved by the Supplier, and are not modified, altered, adapted, cut, drilled, substituted, repaired, refitted or otherwise interfered with except as expressly permitted by the manufacturer’s installation guide or with the Supplier’s prior written consent.

6.7           The warranty shall be void if any defect, failure or damage arises from or is connected with incorrect installation, failure to follow the manufacturer’s installation guide or instructions, use of fixings, fittings or components not supplied or approved by the Supplier, modification, alteration, adaptation, removal, refitting, repair, attempted repair or other interference with the Goods without the Supplier’s prior written consent.

6.8           Where installation is to be carried out by the Supplier, the Customer shall ensure that the vehicle is made available at the agreed time and location in a clean, safe and empty condition and is suitable for installation. If the vehicle is not clean, empty or suitable for installation, the Supplier may refuse or delay installation and may charge the Customer for any additional time, labour, cleaning, storage, travel or other costs reasonably incurred.

6.9           If the Customer considers that the Goods do not comply with this warranty, the Customer shall notify the Supplier in writing as soon as reasonably practicable after discovery of the alleged defect and shall provide such evidence as the Supplier may reasonably require, including proof of purchase, vehicle ownership, installation details, photographs and a description of the alleged defect.

6.10         The Supplier shall be given a reasonable opportunity to inspect the Goods and determine whether the alleged defect is covered by this warranty. If the Supplier accepts that the Goods are defective and covered by this warranty, the Supplier shall, at its option, repair or replace the defective part of the Goods.

6.11         Except as expressly set out in this clause 6, the Supplier shall have no liability to the Customer in respect of any failure of the Goods to comply with this warranty. For the avoidance of doubt, the Supplier shall not be liable for loss of use of the vehicle, vehicle downtime, loss of business, loss of profit, loss of revenue, wasted management time, replacement vehicle hire costs or any indirect or consequential loss arising from or connected with any alleged defect in the Goods.

6.12         Subject to clause 9.3, the Supplier’s total liability under or in connection with this warranty shall be strictly limited to the price paid by the Customer for the Goods.

7.      Title and risk

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

7.2           Title to the Goods shall not pass to the Customer until the Supplier has received payment in full for the Goods.

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

(a)   Hold the Goods as bailee for the Supplier;

(b)   store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

(c)   not remove, 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 against all risks for their full price from the date of delivery;

(e)   notify the Supplier immediately if it becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(d); and

(f)    give the Supplier such information as the Supplier may reasonably require from time to time relating to:

(i)     the Goods; and

(ii)    the Customer's ongoing financial position.

7.4           Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:

(a)   it does so as principal and not as the Supplier’s agent; and

(b)   title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.

7.5           At any time before title to the Goods passes to the Customer, the Supplier may:

(a)   by notice in writing to the Customer, terminate the Customer's right under clause 7.4 to resell the Goods or use them in the ordinary course of its business; and

(b)   require the Customer to deliver up all Goods in its possession and control that have not been resold or irrevocably incorporated into another product, 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, to recover them. The Customer shall procure entry to any such third party's premises if requested to do so by the Supplier.

8.      Price and payment

8.1           The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.

8.2           The Supplier may, by giving notice in writing to the Customer at any time up to delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a)   any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

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

(c)   any delay caused by any instructions of the Customer or failure of the Customer to give or delay by the Customer in giving the Supplier adequate or accurate information or instructions.

8.3           The price of the Goods:

(a)   excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b)   excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

8.4           The Supplier shall invoice for the Goods when the Goods are dispatched.

8.5           The Customer shall pay each invoice submitted by the Supplier:

(a)   within 30 days of the date of the invoice or in accordance with any credit terms agreed in writing by the Supplier; or

(b)   by direct debit unless other arrangements have been agreed between the Supplier and the Customer; and

(c)   pay in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

8.6           If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then without limiting the Supplier's remedies under clause 10, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

8.7           All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.8           Where a credit limit has been agreed, the Supplier may set and vary the credit limit from time to time and withhold all further supplies if the Buyer exceeds such credit limit.

9.      Limitation of liability

9.1           The limits and exclusions in this clause 9 reflect the insurance cover the Supplier has been able to arrange. The Customer is responsible for making its own arrangements for the insurance of any excess liability.

9.2           References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.

9.3           Nothing in the Contract limits any liability for:

(a)   death or personal injury caused by negligence;

(b)   fraud or fraudulent misrepresentation;

(c)   breach of the terms implied by section 12 of the Sale of Goods Act 1979;

(d)   defective products under the Consumer Protection Act 1987; or

(e)   any liability that cannot legally be limited; or

(f)    the Customer's payment obligations under the Contract.

9.4           Subject to clause 9.3, the Supplier's total liability to the Customer shall not exceed 100% of the charges.

9.5           Subject to clause 9.3, the following types of loss are wholly excluded:

(a)   loss of profits (including loss of anticipated savings);

(b)   loss of sales or business;

(c)   loss of agreements or contracts;

(d)   loss of use or corruption of software, data or information;

(e)   loss of or damage to goodwill; and

(f)    indirect or consequential loss.

9.6           This clause 9 shall survive termination of the Contract.

10.  Termination

10.1         Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a)   the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of it being notified in writing to do so;

(b)   the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c)   the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(d)   the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

10.2         Without limiting its other rights or remedies, the Supplier may suspend supply of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

10.3         Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

10.4         On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which the Customer shall pay immediately on receipt.

10.5         Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

10.6         Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

10.7         On termination of the Contract for any reason:

(a)   The Customer will immediately pay all invoices of the Supplier then outstanding and not disputed in good faith;

(b)   The Supplier will invoice the Customer for all Goods delivered or provided but not yet invoiced and the Customer will pay such invoice within 14 Business Days (unless the invoice is disputed in good faith);

(c)   The Customer will forthwith return any materials of the Supplier then in its possession or control; if it fails to do so, the Supplier may enter onto any premises owned by or under the control of them and take possession of them;

(d)   The accrued rights and liabilities of the parties will not be affected; and

(e)   Any clause which expressly or by implication are to survive termination will do so.

11.  Force majeure

Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 30 days, the party not affected may terminate the Contract on immediate written notice to the affected party.

12.  Confidentiality

12.1         Each party shall keep the other party’s Confidential Information strictly confidential and shall not disclose it to any person except as permitted by this clause 12. Each party shall use the other party’s Confidential Information only for the purpose of performing its obligations or exercising its rights under the Contract.

12.2         Each party may disclose the other party’s Confidential Information only to its employees, officers, representatives, professional advisers, subcontractors or agents who need to know such information for the purposes of the Contract, provided that it ensures such persons are informed of the confidential nature of the information and comply with confidentiality obligations no less onerous than those set out in this clause 12.

12.3         Each party shall apply no lesser security measures and degree of care to the other party’s Confidential Information than it applies to its own confidential information and, in any event, shall apply at least reasonable care to protect such Confidential Information from unauthorised access, use, copying or disclosure.

12.4         The obligations in this clause 12 shall not apply to Confidential Information to the extent that such information:

(a)   Any information which was in the public domain at the date of the Contract;

(b)   Any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

(c)   Any information which is independently developed by the other party without using information supplied by the other party; or

(d)   Any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

(e)   Where a party is required by law, court order, governmental authority or regulatory authority to disclose the other party’s Confidential Information, it shall, to the extent legally permitted, give the other party as much notice of such disclosure as reasonably practicable and shall disclose only that part of the Confidential Information which it is legally required to disclose.

(f)    On termination or expiry of the Contract, or earlier on request, each party shall promptly return, destroy or permanently erase the other party’s Confidential Information in its possession or control, except to the extent that retention is required by law, regulation, professional obligation or bona fide internal record-keeping policies.

12.5         This clause 12 shall survive termination or expiry of the Contract and shall remain in force for 5 years after termination or expiry, except in respect of trade secrets, for which the obligations shall continue for so long as such information remains a trade secret.

13.  General

13.1         Assignment and other dealings.

(a)   The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract, provided that it gives prior written notice of such dealing to the Customer.

(b)   The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

13.2         Entire agreement.

(a)   The Contract constitutes the entire agreement between the parties.

(b)   Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

13.3         Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.4         Waiver. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

13.5         Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of the Contract is deemed deleted under this clause 13.5, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.6         Notices

(a)   Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i)     delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii)    sent by email to the following addresses (or an address substituted in writing by the party to be served):

Supplier: legalhr@vgroupinternational.com.

Customer: the email address held in the creation of the customer account with the Supplier.

(b)   Any notice shall be deemed to have been received:

(i)     if delivered by hand, at the time the notice is left at the proper address; or

(ii)    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; or

(iii)   if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

(c)   This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

13.7         Third party rights. The Contract is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

13.8         Relationship. The parties are independent businesses and not principal and agent, partners, or employer and employee.

13.9         Succession. The Contract will bind and benefit each party’s successors and personal representatives.

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

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