R. B. RADLEY & CO LIMITED – TERMS & CONDITIONS OF SALE
A day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
The terms and conditions set out in this document.
The contract between the Supplier and the Customer for the sale and purchase of the Goods which shall consist of the Order Acknowledgement and these Conditions.
The person or firm who purchases the Goods from the Supplier.
Force Majeure Event:
An event or circumstance beyond a party’s reasonable control.
The goods (or any part of them) set out in the Order Acknowledgement.
The Customer’s order for the Goods.
The Supplier’s written confirmation accepting an Order and setting out the main details of the Contract.
The specification of the Goods as set out or referred to in the Order Acknowledgement.
R. B. RADLEY & CO LIMITED (registered in England and Wales with company number 889911).
In these Conditions:
2.1 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.
2.2 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.
2.3 a reference to writing or written includes emails.
3. BASIS OF CONTRACT
3.1 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.
3.2 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.
3.3 The Order shall only be deemed to be accepted when the Supplier issues an Order Acknowledgement, at which point the Contract shall come into existence.
3.4 The Supplier will take reasonable care to ensure that the details in the Order Acknowledgement are correct but shall be entitled to correct any clear errors that arise for example any misstatement of the price.
4.1 The Goods are described in the Supplier’s catalogue or the Specification.
4.2 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
5.1 The Supplier shall deliver the Goods on the basis set out or confirmed in the Order Acknowledgement.
5.2 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier 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 the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.3 The Customer must notify the Supplier immediately of any damage or shortage on delivery.
6.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods shall:
6.1.1 conform in all material respects with the Specification; and
6.1.2 be free from material defects in design, material and workmanship.
6.2 Subject to clause 6.3, if:
6.2.1 the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that the Goods do not comply with the warranty set out in clause 6.1;
6.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and
6.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
6.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 6.1 in any of the following events:
6.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2;
6.3.2 the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
6.3.3 the Customer alters or repairs such Goods without the written consent of the Supplier; or
6.3.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
6.4 Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 6.1.
6.5 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.
7. TITLE AND RISK
7.1 The risk in the Goods shall pass to the Customer on completion of delivery by the Supplier to the Customer or to the Customer’s carrier.
7.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums.
7.3 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events set out in clause 7.4 then, without limiting any other right or remedy that the Supplier may have, the Supplier may require the Customer to deliver up all Goods in its possession 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.
7.4 The events referred to in clause 7.3 are as follows:
7.4.1 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), 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];
7.4.2 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
7.4.3 the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
8. PRICE AND PAYMENT
8.1 The price of the Goods shall be the price set out or referred to in the Order Acknowledgement.
8.2 The price of the Goods:
8.2.1 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
8.2.2 unless otherwise stated in the Order Acknowledgement, excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be paid by the Customer.
8.3 The Customer shall pay the price in full and in cleared funds with order and as a condition of the Supplier progressing the Contract or taking any steps to perform its obligations unless other payment terms are stated in the Order Acknowledgement or otherwise agreed in writing by the Supplier. Time for payment is of the essence.
9. LIMITATION OF LIABILITY
9.1 Nothing in these Conditions shall limit or exclude the Supplier’s 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; or
9.1.4 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
9.2 Subject to clause 9.1:
9.2.1 the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
9.2.2 the Supplier’s total 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, shall in no circumstances exceed the price of the Goods.
10.1 Assignment and other dealings.
10.1.1 The Supplier may at any time assign or deal in any other manner with all or any of its rights or obligations under the Contract.
10.1.2 The Customer may not assign, transfer, 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 the Supplier.
10.2 Entire agreement.
10.2.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
10.2.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this Agreement.
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
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.
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.
10.6 Third party rights.
No one other than a party to this Contract shall have any right to enforce any of its terms.
10.7 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.
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 this Contract or its subject matter or formation.
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