Terms & Conditions of Use

• This agreement is entered into between you, as [the "Customer"] and Vayu [Private] Limited, ["Vayu"].

  The Terms and Conditions set out hereinbelow constitute a legally binding agreement (the “Agreement”) between you and Vayu and govern the use by you of the Vayu website. The use by you of the Vayu website and its features, including the on-line purchasing facilities, is contingent and conditional upon you accepting these Terms and Conditions of Use and the Vayu Privacy Policy.

  By using the Vayu website and its features [including the online purchasing facilities] you are deemed to have accepted the Terms and Conditions of Use and the Vayu Privacy Policy, and the said Terms and Conditions of Use and the Vayu Privacy Policy would be considered binding upon you. Please therefore read the following Terms and Conditions of Use and the Vayu Privacy Policy carefully before using the Vayu website and its features.

  Vayu reserves the right to modify these Terms and Conditions of Use without prior notice as and when it deems necessary. You should therefore read and review the said Terms and Conditions periodically.

  You should also read the Vayu Privacy Policy prior to using the Vayu Website.

  1. Definitions

  “Vayu ” means Vayu [Private] Limited, of 5, Police Park Terrace, Colombo 05, Sri Lanka.
  “Customer” means the person whose name is printed on the Order and/or the person using the Vayu Website and its features
  “Contract” means the Order and Order Confirmation in respect of online purchases carried out via the Vayu Website
  “Goods” means the products made available for sale by Vayu via the Vayu Website in accordance with these Terms and Conditions
  “Order” means the Customer’s order for Goods placed via the Vayu Website
  “Order Confirmation” means the Vayu’s Confirmation pursuant to Condition 3.2 of the Customer’s Order
  “Terms and Conditions” means the standard terms and conditions of sale set out in this document which are incorporated in every Contract
  “Writing” includes, other than for the purpose of Clause 11 [Notices], writing or text displayed on the screen of a computer monitor/screen or other similar device.

  2. Terms of Sale

  These Terms and Conditions shall constitute the terms and conditions of and shall govern every contract for the online purchase of Goods by the Customer through the use of the Vayu Website. All other terms not specifically mentioned herein are excluded to the extent permitted by law. These Terms and Conditions therefore constitute the entirety of the agreement and understanding between the Customer and Vayu in respect of the relevant Contract.

  3. Orders

  3.1 All Goods displayed for sale on the Vayu Website are offered for sale subject to availability and subject always to Vayu’s acceptance of the Order.

  3.2 No Contract shall be deemed completed unless and until an Order placed by the Customer is accepted by Vayu. No Order shall be deemed accepted by Vayu unless and until it is confirmed unconditionally by Vayu on screen and/or by e-mail.

  4. Price and Payment

  4.1 The price indicated on the Vayu Website in respect of each item of Goods is the price of the Goods at the time of on-line sale. The Customer acknowledges however that there is a possibility of inadvertent misstatement of prices on the Vayu Website and consequently, the final price of Goods ordered will be confirmed only when processing of Customer’s Order. In the event the confirmed price is more than the price indicated on the Vayu Website, no charge will be made from the Customer and the Order will not be processed until the Customer confirms approval of the new price.

  4.2 All applicable delivery charges, credit card surcharges [if any] and procession fees will be displayed along with the final price of the Goods when processing the Order. In the event the Customer does not agree to such charges, the Order will not be further processed.

  5. Delivery

  5.1 The Customer will be required at the time of placing Order to enter details of the address for delivery of the Goods. Provided the place of delivery as specified by the Customer is within the area wherein delivery is effected by Vayu [which area is specified on the Website] such place shall be the place of delivery and will be indicated on the Order Confirmation.

  5.2 Any dates quoted for delivery of the Goods are indicative only. It is specifically agreed that time for delivery will not be of the essence of the Contract and Vayu shall not be liable for any loss, damage or expenses sustained by the Customer arising from any delay in the delivery of the Goods howsoever caused.

  5.3 Without prejudice to generality of Clause 5.2 and the limitations therein contained, in the event that Vayu is unable to effect delivery within the period quoted in the Website for any reason whatsoever Vayu may at its discretion inform the Customer of such inability, whereupon the Customer may at his option elect to cancel the Order, in which event the total sums paid by the Customer in respect of such Order shall be refunded by Vayu to the Customer.

  5.4 Delivery of Goods to the Customer shall be charged as per the then current rates/charges published on the Vayu Website. Delivery charges in respect of each Order shall be indicated by Vayu as aforesaid when the relevant Order is being processed. Delivery charges are subject to change from time to time.

  5.5 The Customer shall inspect the Goods on delivery and, where Goods have been delivered by carrier or Vayu, sign the required proof of delivery document or such other document submitted by the carrier/Vayu. A signature on such a document by or on behalf of the Customer shall constitute conclusive evidence against the Customer of receipt of the quantity of Goods indicated on that document free from any apparent defect or damage.

  5.6 The Customer shall not be entitled to reject the Goods or any part of them solely on the grounds of short delivery of an installment.

  5.7 The Customer may refuse to take delivery in the following circumstances and the following circumstances only:

  1. where the packaging/seal of packaging has been tampered with – a description of the alleged damage or defect or tampering shall be given by the Customer in writing at the time of delivery and signed by or on behalf of the Customer;
  2. where the Goods delivered are not the Goods ordered by the Customer or where the Goods delivered do not match the description of the Goods in the Contract.

  Where the Customer refuses to take delivery for the reasons set out in (a) or (b) above, Vayu may, at its option, re-deliver Goods matching the Contract description, in which event the provisions of Clause 5.4 and this Clause 5.6 shall apply to such re-delivery, or refund to the Customer all sums paid in respect of such Goods. Provided that in the event Vayu determines that there was no basis for the Customer to reject the Goods under either (a) or (b) above, the Customer shall be deemed to be in breach of contract by failing to take delivery of the Goods.

  5.8 Vayu shall be entitled at its discretion to make delivery of the Goods by installments, if such is convenient. Where Goods are to be delivered in installments, each installment delivery shall constitute a separate contract. The Customer shall not be entitled to treat the Contract (as a whole) as repudiated if the Seller fails to deliver any one or more of the installments or if the Buyer has a claim in respect of any one or more of the installments.

  5.9 In the event the Customer fails to take delivery of the Goods, Vayu may, without prejudice to or detracting from any other remedy available to Vayu under the law arising from the Customer’s breach of contract, pursue either or both of the following options:

  1. Store the Goods until actual delivery and charge the Customer for the cost (including insurance) of storage, together with any other reasonable incidental costs;
  2. Sell the Goods at the best price readily obtainable by Vayu and (after deducting all storage and selling expenses) charge the Customer for any shortfall.

  Provided that the provisions of this Clause shall not apply where the Customer has refused to accept delivery in accordance with clause 5.7 above.

  6. Risk and Property

  6.1 The Risk of damage to or loss of the Goods will pass to the Customer on delivery at the agreed address specified at the time of Order.

  6.2 Provided that notwithstanding delivery of the Goods and the consequent passing of risk in the Goods, property in the Goods shall not be deemed to pass to the Customer until Vayu has received in full the Price of the Goods and any other sums due and payable by the Customer under the relevant Contract or any other contract between Vayu and the Customer.

  7. Limitation of Liability.

  7.1 All Goods are accompanied by the “Vayu Promise” warranty, and Vayu’s liability for defective Goods shall be limited to its liability under the relevant Vayu Promise warranty. The said “Vayu Promise” warranty constitutes the entirety of the liability assumed by Vayu to the Customer relating to the Goods. All other warranties of any kind including statutory, oral, written, express or implied, are excluded to the full extent permitted by law.

  7.2 Vayu shall not be liable in any way for any loss, damage, costs or expenses (including loss of profit) arising directly or indirectly from any failure or delay in performing any obligation under the Contract by reason of any event or circumstance outside the control of Vayu.

  7.3 Except as provided herein Vayu shall not be liable to the Customer for any indirect or consequential loss or damage, costs, expenses (including loss of profit) or other claims for compensation whatsoever arising out of or in connection with the sale of the Goods. All liabilities not specifically mentioned herein are excluded to the full extent permitted by the law.

  7.4 In any event, the liability of Vayu, its agents, employees, subcontractors and suppliers with respect to any and all claims arising out of the performance or non-performance of Vayu’s obligations hereunder shall not exceed, in the aggregate, the net purchase price (excluding taxes and freight) of the Goods concerned. In no event shall the liability include damages for loss of profits or revenue; increased cost of purchasing or providing materials, supplies or services; cost of replacement capital; claims of purchaser’s customers; inventory or use charges; or incidental or consequential damages of any nature.

  7.5 The use by the Customer of the Vayu Website and its features and any other hyperlinked website shall, subject to Vayu’s undertakings and representations contained in the Vayu Privacy Policy, be at the Customer’s risk. It shall be the responsibility of the Customer to take such precautions against such items as viruses, worms, Trojan horses and other items of a destructive nature. Vayu shall in no event be liable to any party for any direct, indirect, special or other consequential losses or damages for any use of the Vayu Website, or any other hyper linked website, including without limitation, lost profits, business interruption, loss of programs or other date on the Customer’s system or otherwise, even if Vayu has been expressly advised of the possibility of such damages.

  8. Intellectual Property.

  The content of the Vayu Website, including trade names, trademarks, logos, text, graphics, applications, software and other content is, unless indicated otherwise, the sole and exclusive property of Vayu [Private] Limited and is protected by domestic and international copyright, trademark and other intellectual property laws. Any unauthorized use or modification of any of the content of the Vayu Website is strictly prohibited and would be a violation of the intellectual property rights of Vayu [Private] Limited.

  9. User Registration

  The Customer will be required to register on the Vayu Website in order to be able to use the Vayu Website’s online purchasing services. In registering on the Vayu Website, the Customer acknowledges and represents that he/she is an individual who can form legally binding contracts under the applicable law. The Customer agrees to keep the user name and password assigned to the Customer confidential. The Customer further guarantees that the information supplied to the Vayu Website at the time of registration is true and accurate.

  10. User Suspension and/or Termination.

  Vayu may, at its sole discretion, terminate the registration of Customers for violating Vayu Policies or these Terms and Conditions.

  11. Notices

  All notices and communications with Vayu [Private] Limited hereunder may be made by post, courier, facsimile or e-mail to:

  Address: 5, Police Park Terrace, Colombo 05, Sri Lanka.

  Facsimile: 5330093

  E-Mail: info@vayugroup.com

  All notices and communications with the Customer shall be deemed duly given if sent by Vayu by post, courier, fax or e-mail to the address, number or e-mail address [respectively] provided by the Customer at the time of registration.

  12. Governing Law and Jurisdiction

  This Agreement and all Contracts incorporating the Terms and Conditions shall be governed by and construed in accordance with the law of Sri Lanka. The Courts of Sri Lanka shall have exclusive jurisdiction in respect of all disputes arising under this Agreement or any Contract incorporating these Terms and Conditions.

  13. Miscellaneous

  13.1 It is agreed that all information published by Vayu on the Vayu Website containing descriptions, specifications and features of Goods are so published for purposes of guidance only. Vayu shall have the right to change, modify or amend any such information from time without notice to the Customer. Although Vayu has sought to be as accurate as possible in respect of product descriptions and other information published on the Vayu Website, such information may contain technical inaccuracies and typographical errors. Vayu does not warrant or guarantee that such information is 100% accurate, reliable, complete or error free.

  13.2 No Waiver – The failure of Vayu to partially or fully exercise any right or the waiver by the Customer of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement or the Contract.

  13.3 Severability – Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.

  13.4 Headings – Clause headings are for convenience of reference only and shall not affect the interpretation of this agreement.

  Last Updated: Feb 2008

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