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Terms & Conditions
Terms and Conditions
- General
- Existence of Contract
- Specifications
- Confidentiality
- Design and Industrial Copyright
- Prices
- Delivery
- Payment
- Instalments
- Overdue Accounts
- Right of Set Off
- Loss or Damage in Transit
- The company’s liability in respect of goods lost or damaged
- Errors
- Property
- Responsibility for the Goods
- Samples and Prototypes
- Cancellation/Returns
- Default
- Limitation of Liability
- Force Majeure
- Licenses and Availability of Goods
- Indemnity
- Assignment
- Waiver
- Validity
- Serving of Notice and the Giving Of Consent
- Headings
- Conflict of Laws
- Privacy Policy
(a) ‘the company’ means ROTOSIGNS
(b) ‘the goods’ and ‘the service’ means the articles or things or any of them
described in the Contract.
(c) ‘The customer’ means the person, firm or Company ordering the goods and or /
services.
(d) ‘the order’ includes not only any Order made on the Company’s official order
form but any Order made by the Customer in any other form whatsoever the
Company may in its absolute discretion choose to accept.
(e) ‘Company’s Premises’ means the Premises mentioned in the Company’s
quotation or other contractual document or if not so mentioned means the
Company’s premises in Europe.
(f) ‘The Contract means any contract for the sale or supply of goods or services by
the Company to the Customer.
(g) A full copy of our Terms & Conditions are available upon request.
(a) These conditions alone constitute the entire agreement between the parties and
supersede all prior dealings, negotiations, representations, agreements or
understandings whether written or oral, expressed or implied. No variation or
addition to these conditions shall be effective unless in writing signed by an
authorised representative of the Company.
(b) These conditions shall apply to all contracts made by or with the Company unless
varied in writing signed by an authorised representative of the Company. These
conditions shall be incorporated in the Contract to the exclusion of any terms or
conditions stipulated or referred to by the customer.
(c) Any order by the customer shall constitute acceptance of these conditions.
(a) Illustrations and date in catalogues, brochures, and price lists and advertising
matter are only an indication of the type of goods or services offered and no prices
or other particulars contained therein shall be binding on the Company.
(b) The Company reserves the right to make such alterations in construction, design,
operating parameters, materials and packaging as the Company considers desirable
without prior notice.
(c) The customer warrants that he has not relied upon the skill or judgement of the
Company in the selection of the goods or services as to their fitness for any
particular purpose.
Any of the Company’s specifications, plans, drawings, know how or other
confidential information whether of a technical or commercial nature which may be
passed or come into the possession of the Customer shall not be used by the
Customer other than for the purpose of the Contract and shall not be disclosed to
any other person, firm or Company whatsoever. Further such specifications, plans,
drawings or documents and any reproductions thereof by the Customer other than
for the purpose of the contract and shall not be disclosed to any other person, firm
or company whatsoever. Further such specifications, plans, drawings or documents
descriptions and other information submitted by the Company together with the
copyright therein shall be returned to the Company on demand. All specifications,
plans, drawings, documents descriptions and other information submitted by the
Company shall remain the Company’s property together with the copyright therein.
Where the goods are made or material supplied to the customers own specifications,
pattern or design the customer warrants or undertakes full responsibility for the
suitability and likeness of the specification, pattern for design thereof and also
warrants that any drawings, designs technical data furnished or given by the
customer shall not be such as to cause the Company to infringe and letters patent,
registered designs, trademarks or other rights belonging to third parties.
(a) Any prices quoted are valid for only 30 days from the date of the quotation,
thereafter the Company may alter the price without prior notice to the customer and
any order received by the Company after such date shall be governed by the price
ruling at the date of receipt of the order.
(b) The Company further reserves the right to alter the price quoted to take account
of the increases in costs including labour, overheads, transportation, raw materials
and / or the fluctuation of exchange rates between the quotation date and the date
of delivery of the goods.
(c) Unless expressly stated to the contrary any price quoted does not include carriage
costs, value added tax or any other tax to which the transaction may be subject.
(d) The contract price does not include the cost of packaging of goods or materials
(e) It is the customer’s responsibility to confirm all details of order acknowledgments
are correct, and amend if necessary, within 24 hours of receipt. In the event of any
damage in transit issues, all delivery notes must be signed “Damaged”.
(a) Delivery of stock items (ex stock) are estimated to be delivered in 1-2 days.
All Delivery dates are estimates only given by the Company in good faith and are
subject to change. Whilst the Company will make every effort to meet the dates no
liability will attach to the Company for any delays or loss from failure to maintain
them. Time of delivery is not the essence of the contract.
(b) In particular and without prejudice to the generality of the sub-contract (a) of this
condition the Company shall not be liable for any delay in or failure of delivery
caused by the unavailability of any raw materials or equipment or the customers’
instructions or lack of them.
(c) Without prejudice to any other term of these conditions where the contract
provides that goods or materials shall be delivered by an independent carrier,
delivery of the goods or materials in question by the Company to the customer shall
be deemed to be effected at the time of collection by or delivery to the carrier. In
the event of goods or materials being collected by or on behalf of the customer its
servants or agents such collection will constitute delivery to the customer.
(d) Delivery lead times given at quotation stage are subject to confirmation at time
of placing order.
(e) Lead times are subject to change in instances where full or part payment with
order is required.
(a) Non account customers payment on a proforma basis
(b) Account customers, our standard credit terms are 30 days end of month.
(c) If a customer has credit facilities and the order value exceeds their credit limit,
they may be required to pay the balance prior to goods being despatched.
(d) A 2% (+VAT) surcharge will be added to the total order value for all Credit card
payments.
(a) The customer shall if required by the Company accept delivery by instalments but
shall not be entitled to demand delivery by instalments.
(b) In the event of the contract providing that goods shall be delivered or work shall
be completed by instalments each instalment shall be considered to be a separate
contract and construed as such in accordance with these conditions. In particular
failure by the customer to make payment by due date for any one instalment for
whatsoever reason entitles the Company to suspend deliveries or work upon this or
any other contract between the Company and the customer but without prejudice to
any other rights the Company may have under the provisions of such contract.
(c) In the case of partial completion of an order the Company shall be entitled to
payment pro rata in respect of all goods supplied without prejudice to the
Company’s rights should non completion be occasioned by the customer’s acts or
default.
The Company reserves the right to suspend deliveries or work and to charge interest
on any invoice or account balance not paid by due date in accordance with
paragraph 8 above at an annual rate 3% above the base lending rate of the Royal
Bank of England for the time being in force calculated from day to day from the date
of invoice to the date of or payment in full whether before or after judgement.
The Customer shall pay the purchase price in accordance with the terms of the
contract and shall not be entitled to make any deductions or set off against such
payments either in respect of any claim arising under this contract or any other
contract made between the customer and the Company or for any other reason.
No liability in respect of goods lost or damaged in transit will attach to the Company
unless:
(a) In case of goods delivered by independent contractors a claim is made in writing
within 3 days of delivery or within such other period as will enable the Company to
make an effective claim upon the carriers.
(b) Where the goods are delivered by the Company a claim is made upon the
Company in writing within 3 days of delivery.
(c) In the case of the whole consignment failing to arrive the Company is notified
within 10 days of dispatch.
The company’s liability in respect of goods lost or damaged in transit under condition
12 of these conditions is limited to repair or at its discretion replacement of any such
goods or materials lost or damaged in transit and of the customer requested by the
Company so to do he shall ensure that the goods in question are returned to the
Company’s premises within 21 days of the date of the written notice referred to in
condition 12 of these conditions.
The Company reserves the right to correct any clerical or typographical errors made
by its employees, agents or servants at any time.
(a) Property in the goods shall not pass to the customer until such time as the goods
have been paid for in full and all sums due to the Company under this contract
between the Company and the customer shall also have been paid in full.
(b) Upon the happening of the events in condition 18 hereof the Company shall be
entitled to immediate return of the goods whether the Company chooses to July 2012 Rev1
terminate the contract or not and for this purpose. The customer shall allow the
Company its servants or agents reasonable access to any premises of or occupied by
the Customer at which the goods are held.
Risk in the goods shall pass to the customer on delivery.
All goods remain the property of RotoSigns until payment is received in
full. A grace period of 28 days will be granted for samples and prototypes. RotoSigns
reserves the right to invoice for goods that are not returned within 28
days or that have been damaged or modified in any way.
The Company reserves the right to refuse cancellation of orders placed by customers
and will refuse to accept any goods returned to the Company without prior
permission. In respect of any goods returned to the Company with its permission or
the cancellation of any contract which is accepted at the sole discretion of the
Company the customer shall be responsible for the original cost of transport to the
customers premises, the removal of the goods and return transport, the value or
materials used or work done by the Company prior to the date of cancellation, the
value of all loss or damage incurred by the Company by reason of such cancellation
and for an administration/restocking charge of 15% of the total value of the contract
price. Acceptance of any cancellation by the Company shall be without prejudice to
any liabilities which shall have arisen under these conditions prior to the date of
acceptance of cancellation, and are subject to the goods being returned to the
Company packaged in the same manner as they were originally sent. Cancellation of
the contract will only be effective when confirmed by the Company in writing.
(a) If during the currency of contract:
(i) Any distress or execution is levied against the customers’ property or assets.
(ii) The customer (being an individual) makes or seeks to make any arrangement or
composition with his creditors or if any petition or receiving order in bankruptcy is
presented against him.
(iii) The customer (being a Company) any resolution or petition to wind up the
customers business (other than for amalgamation or reconstruction) is passed or
presented or a manager or receiver of the customers undertaking property or assets
or any part thereof is appointed.
(iv) The equivalent of any of the foregoing events according to the law of the
customers’ place of business shall occur.
(v) The customer is involved in any legal proceedings in which its solvency is
questioned or is deemed to be unable to pay its debts.
(vi) The customer ceases or threatens to cease trading. July 2012 Rev1
(vii) The customer makes default in any payment or commits any breach of any of its
obligations hereunder or in connection with any other contract with the Company.
The Company shall be entitled forthwith at its option to terminate this contract and
any other contract with the customer and /or to suspend deliveries under this
contract and /or any other such contract without prejudice to any other rights the
Company may possess against the customer for breach of this or any other contract.
(b) Any termination or suspension of contract shall not prejudice any of the rights
which may have accrued to the Company and in particular on termination before
completion of delivery of all the goods for whatever reason and without prejudice to
any other rights the Company may possess, the Company shall be entitled to
payment for such goods as the Company shall have supplied.
The liability of the Company to the customer for any loss or damage of whatsoever
nature and however caused shall be limited to and in no circumstances shall exceed
the invoice price of the goods.
In the event of delay, interruption or stoppage of the Company’s business due
directly or indirectly to hostilities, riot, civil commotion, strikes, lockout, industrial
disputes (whether official or unofficial) legislation or official regulation, willful
damage or the unavailability of transport, power, materials or to natural causes such
but not limited to act of God, earthquake, flood or tempest or to fire accident or
theft or any other event outside the Company’s control, the Company may forthwith
suspend or postpone its obligations or any of them under this contract until such
delay interruption or stoppage has ceased or determine this contract without
prejudice to any right of action which it may have accrued prior to such termination.
Where for such reasons the availability of the goods to the customer is delayed, the
customer shall have delivery of the goods when so requested by the Company.
Contracts and orders are accepted subject to the customer receiving the necessary
license to purchase or to use and to use and to the availability to the Company of
required raw materials or instruments or other goods necessary for the production
of the goods and for carrying out services.
The customer shall be liable for and shall indemnify and save harmless keep the
Company against any expense liability loss/claim, proceedings, damages or costs
whatsoever arising under any statue or at common law arising out of or in the course
of or caused by or in connection with the performance of this contract or the breach
of any stipulation, obligation, undertaking, condition or warranty contained in or this
contract or negligence, nuisance or breach of statutory duty of the customer his
servants or agents or sub- contractors however caused and whether directly or July 2012 Rev1
indirectly provided always that the customer shall not be called upon to indemnify
the Company against and liability for personnel injury or death, loss or damage
directly and solely caused by the wrongful act or omission of the Company its
servants or agents for whose negligence the Company is liable at law.
(a) The Company may assign the benefit of or any right or liability under this
contract.
(b) The customer may not assign the benefit of or any right or liability under this
contract without the prior written consent of the Company.
No failure delay or indulgence of the Company in exercising any power or right
conferred upon it by these conditions or by statue or by common law shall operate
as a waiver of any power or right and neither shall any single or partial exercise of
such power or right preclude any other or further exercise thereof or the subsequent
exercise of any other power or right.
The invalidity or unenforceability for any reason of any part of these conditions shall
not prejudice or affect the validity or enforceability of the remainder.
Any notice or consent or the like required to be given by the Company to the
customer in connection with this contract shall be in writing and shall be sent by first
class post to last known address of the customer and every such notice consent and
alike shall be deemed to have been given at the time when in ordinary course of
transmission it should have been delivered to the address to which it was sent.
The headings in these conditions are intended for reference only and shall not affect
their construction.
These conditions and the contract shall be subject to and be construed in accordance
with English Law and the courts of England and Wales shall have exclusive
jurisdiction to hear and to determine any claim or action in respect of this contract.
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