Standard Terms and Conditions Goods and Services
These terms and conditions (“Terms”) are the Terms that apply to the purchase of Goods and Services from RGH Rubber and Plastics Ltd a company registered in England under number 02501493 whose registered office is Acorn House, Oak Ind. Park, Chelmsford Road, Great Dunmow, CM6 1XN (“RGH”)
- Definitions and Interpretation
1.1 In these Terms:
a. “Agreement” means these Terms including any agreement, letter of intent, quotation, and any schedules, variations and amendments agreed signed and initialled by the Parties.
b. “Business Days” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England and Wales;
c. “Customer” means the individual or business that requires the Goods/Services subject to these Terms and any Agreement;
d. “Goods” means the products supplied by RGH;
e. “Order” means a Customer order to acquire Goods/Services from RGH as set out in these Terms;
f. “Party” mean RGH or Customer;
g. “Parties” means RGH and Customer;
h. “Quotation” means the quotation given by RGH for the provision of Goods/Services to the Customer.
i. “Services” means any Services provided by RGH as part of any Order.
1.2 The headings of these clauses shall not affect the interpretation thereof.
1.3 If there is any inconsistency between what is set out in any of the conditions in these Terms and what is set out in any communication in writing or variation (“Variation”) agreed in writing between the Parties the Variation shall prevail.
1.4 These Terms are the entire agreement between the Parties and supersedes any representations, documents, negotiations or understandings, whether oral or written, made, carried out or entered into before the date of receipt of these Terms, except that this clause shall not exclude liability in respect of any fraudulent misrepresentation.
- Quotations, Orders, Deposit and Acceptance of Works
2.1 RGH will not be under any obligation to provide a Quotation to the customer.
2.2 RGH accepts orders for Goods/Services in writing (for the purposes of these Terms ‘in writing’ means letter or email, not fax) oral orders are only valid if confirmed in writing by RGH.
2.3 The description of the Goods are as set out in RGHs quotation. In accepting any quotation the Customer has acknowledged that it does not rely on any other representations regarding the Goods save for those made in writing by RGH. No descriptions of the Goods set out in RGH’s quotation shall be binding on the Customer and are intended as a guide only.
2.4 RGH reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
2.5 Where a deposit on works is required it will be set out in any Quotation.
2.6 Orders shall not be deemed confirmed until any deposit or pre-payment for Goods/Services is made by the Customer.
2.7 Unless agree otherwise and set out in any Quotation any deposit paid shall be non-refundable.
2.8 RGH’s Quotation is not an offer but merely an invitation to the Customer to make an order for Goods/Services under the terms and conditions of the Quotation.
2.9 RGH will only be bound to Quotations provided in writing to the Customer.
2.10 RGH will not be bound to any Quotations provided orally.
2.11 No variation or modification of or substitution for these Terms (even if included in or referred to in the document placing the order) shall be binding on RGH unless specifically accepted by RGH in writing.
2.12 RGH may refuse to accept an order:
2.12.1 where goods are not available;
2.12.2 where RGH cannot obtain authorisation for your payment;
2.12.3 if there has been a pricing or product description error;
2.12.4 if you do not meet any eligibility criteria set out in our Terms; or
2.12.5 for any other reason at our sole discretion.
2.13 For each project RGH will give Customer an estimated project plan within a specified time plan. The Customer accepts that there may be variations to timelines set out in any Quotation.
2.14 Any estimate provided by RGH may be revised in the following circumstances:
a. If after the submission of a Quotation by RGH, the Customer instructs RGH in writing to provide additional works or services not referenced or detailed within the Quotation.
b. If following the submission of the Quotation by RGH, there is an increase in the cost of materials to be supplied.
c. If following the submission of the Quotation by RGH, it is discovered further works and services need to be carried out which had not been anticipated.
d. If following submission of the Quotation or works carried out, it is discovered that there was a manifest error when the Quotation was prepared.
- Prices, Fees and Payment
3.1 Prices are subject to alteration or withdrawal without notice.
3.2 Subject to sub-Clause 3.1, the price of the Goods shall be that detailed in any Quotation, accepted by the Customer.
3.3 Any increase in the cost of the Goods to the Customer due to any factor beyond RGHs control including but not limited to material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, shall be set out in accordance with RGH’s right to increase the cost of Goods prior to delivery.
3.4 Any increase in the cost of the Goods to the Customer under sub-Clause 3.3 shall only take place upon RGH informing the Customer of the increase in writing.
3.5 All Goods are exclusive of fees for packaging and transportation / delivery.
3.6 All prices are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
3.7 Upon acceptance of a written Quotation Customer may be required to pay a deposit whether or not set out set out in any Quotation, the value will be agreed between RGH and Customer.
3.8 Unless set out otherwise and agreed between the parties the Customer shall pay all invoices within 30 days of the end month.
3.9 If a Customer fails to make payment within the period in sub-clause 3.8 RGH reserves the right to suspend any further deliveries due to the Customer.
3.10 In the event of non-payment or default in payment by the Customer in accordance with agreed terms, RGH shall be entitled without prejudice to any other right or remedy to charge interest, as per the Late Payment of Commercial Debts (Interest) Act 1998 and subsequent amendments, and add any reasonable legal fees and debt recovery charges in respect of all invoices which are not wholly paid by the due date.
3.11 Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under these Terms or any Agreement at any time.
- Inspection of Goods
4.1 The Customer is under a duty to inspect the Goods on delivery or collection.
4.2 If the Goods cannot be examined, the carriers note or such other note as appropriate must be marked “not examined”.
4.3 If the Customer identifies any damage or shortages it must inform RGH in writing within 2 days of delivery, providing details of the alleged damage or shortage. RGH shall not be liable if the Customer fails to provide such notice.
4.4 RGH must be permitted to inspect any damaged ot affected Goods before the Customer uses, alters or modifies them in any way.
4.5 Subject to the Customer’s compliance with this Clause 4 and the RGH’s agreement with any alleged damage or shortages, the RGH shall make good any and all damage and shortages within a reasonable time.
4.6 RGH shall be under no liability for and shall not indemnify the Customer against any matters arising from damage or shortages.
4.7 Time shall not be of the essence in the rendering of the Goods/Services under these Terms or under any Agreement.
- Returns
5.1 Goods may not be returned without RGH’s consent in writing. In any event where such consent is given a restocking charge of a percentage of the purchase value may be made.
5.2 Subject to sub-Clause 5.4, the RGH shall only accept returned Goods if it is satisfied that those Goods are defective and that such defects would not be apparent on inspection.
5.3 Where Goods are returned RGH shall have the option of either replacing defective Goods within 10 days of receipt of them or shall refund to the Customer the price for those Goods which are defective.
5.4 Goods returned must be adequately identified and packed and sent carriage paid. The Goods must be received in the same condition as at date of dispatch from RGH’s premises.
5.5 The Customer may return any Goods within six months of those Goods coming to market (that is, the launch of such goods) within 2 months of delivery provided that:
5.5.1 the Customer bears the risk and cost of returning the Goods;
5.5.2 the Customer indemnifies the RGH against any costs incurred in rectifying any deterioration of the Goods resulting from the Customer’s incorrect handling or storage of the Goods.
5.5.3 RGH shall not be liable for defects arising out of normal wear and tear, the Customer’s failure to follow any instructions given by the RGH, misuse or alteration of the goods, negligence, wilful damage or any other act of the Customer, its employees, agents or any other third party.
5.6 The provisions of this clause 5 does not affect a Customer’s statutory rights.
- Risk & Title
6.1 Risk of damage to or loss of the Goods shall pass to the Customer either when the Goods are delivered to the Customer or when the RGH notifies the Customer that the Goods are ready for collection.
6.2 If the Customer wrongfully fails to take delivery of the Goods, risk shall pass to the Customer at the time when the RGH has tendered delivery of the Goods.
6.3 Legal and beneficial title in the Goods shall not pass to the Customer until the RGH has received, in cash or cleared funds, payment in full of the Price.
6.4 RGH reserves the right to repossess any Goods in which the RGH retains legal and beneficial title if full payment is not received in accordance with Clause 6. In the event of such repossession the Customer shall deliver the Goods in which legal and beneficial title has not passed to the RGH at its own cost.
6.5 The Customer’s right to possession of the Goods in which the RGH retains legal and beneficial title shall terminate if:
6.5.1 the Customer commits a material breach of its obligations under these Terms and Conditions;
6.5.2 the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
6.5.3 the Customer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
6.5.4 the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.
- Rights, Warranties and Liability
7.1 Subject to these Terms and, except where the Customer is purchasing the Goods as a consumer, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
7.2 RGH shall not be liable for any loss or damages of any nature, direct or indirect, including any loss of profits or consequential damages suffered or incurred by the Customer for whatever reason.
7.3 The exclusions of liability contained within this Clause 8 shall not exclude or limit the liability of RGH:
7.3.1 for death or personal injury caused by the RGH’s negligence;
7.3.2 for any matter for which it would be illegal for the RGH to exclude or limit its liability; and
7.3.3 for fraud or fraudulent misrepresentation.
- Liability, Indemnity and Insurance
8.1 The Customer shall indemnify RGH against all claims, demands, proceedings, actions, damages, costs, expenses and any other liabilities in respect of, or arising out of, the provision of Goods/Services in relation to the injury or death of any person, or loss of or damage to any property including property belonging to RGH or RGH ’s Customer, financial loss arising from any advice given or omitted to be given by the Customer any other loss which is caused directly or indirectly by any act or omission of the Customer. This does not apply to the extent that such injury, death, loss or damage arises out of the act, default, or negligence of RGH, its employees, or agents not being the Customer or persons engaged by the Customer.
8.2 RGH will accept liability for:
(i) death or personal injury resulting from its negligence;
(ii) fraud or fraudulent misrepresentation;
(iii) any other liability which cannot be excluded by law.
8.3 RGH will accept liability for direct physical damage to the tangible property of the Customer to the extent it is caused by the negligence of RGH subject to the exclusions set out in clause 8.5. Except as provided in clauses
8.2 and 8.3, RGH’s total liability in respect of any one default under any Order shall not exceed the total amount being paid under that Order. If a number of defaults give rise to substantially the same loss or are attributable to the same or similar cause, then they shall be regarded as giving rise to only one claim. RGH will be afforded a reasonable opportunity to remedy any such default.
8.4 RGH shall not be liable for loss of profit or goodwill of the Customer or any other person arising, directly or indirectly, from any breach of these Terms or any Agreement or for any other indirect or consequential damage whatsoever save as provided in this clause.
8.5 Except as provided in clause 8.2, RGH shall not be liable for:
(i) loss of business, profits, revenue, anticipated savings, (even where the same arise directly from
a breach of these conditions);
(ii) special, indirect or consequential losses, even if foreseeable by or in the contemplation of RGH
; or
(iii) any claim made against the Customer by any other person.
8.6 RGH is not liable for any loss or damage suffered by the Customer which results from the Customer’s failure to follow any instructions given by RGH.
8.7 The Customer shall indemnify RGH against any costs, liability, damages, loss, claims or proceedings arising out
of the Customer’s failure to meet any of its obligations or any other breach of these Terms or any Agreement.
- Confidentiality
9.1 “Confidential information” shall mean all information disclosed by one Party to the other, orally in writing or in electronic form relating to any Agreement that is not in the public domain (except where disclosure is in the public domain due to a breach of this clause). It shall also include information, documents, drawings, reports or data the Supplier may acquire or generate under or in connection with this Agreement.
9.2 Each Party shall:
(i) treat all Confidential Information as secret and confidential and safeguard it accordingly;
(ii) not disclose any Confidential Information to any third party without the prior written consent of the other Party, except to such extent as may be necessary for the performance of any Agreement; and,
(iii) not use any Confidential Information otherwise than for the purposes of this Agreement.
9.3 Nothing in this clause 9 shall prevent either Party disclosing any Confidential Information which is required to be disclosed by an order of court or other tribunal or required to be disclosed in accordance with any law, statute, proclamation, by-law, directive, decision, regulation, rule, order, notice, rule of court, delegated or subordinate legislation.
- Intellectual Property Rights
The Customer hereby grants to RGH a perpetual non-exclusive royalty-free license to use any deliverable or material created by the performance of any Agreement in which, but for this clause 10, the Customer would own the IPR (including but not limited to data, drawings, design, working papers and the contents of any report). The Customer agrees that RGH may without let or hindrance publish, alter, release, license or otherwise exploit and deal with such material as it thinks fit, via any medium.
- Data Protection
RGH agree to abide by the provisions of the General Data Protection Regulations 2016/679 (GDPR 2018) for any works they enact under any Agreement.
- Force majeure
12.1 Neither Party to this Agreement shall be liable to the other nor held in breach of any Agreement if either Party is prevented, hindered or delayed in the performance of its obligations under any Agreement by any act of God, war, riot, civil commotion, explosion, fire, radiation, accident, terrorism, government action, interruption in the supply of power, labour dispute other than a dispute concerning the Supplier’s employees or the employees of its sub-Suppliers, epidemic, unforeseen delays in the delivery of material to the supplier or other circumstances beyond the control of the Parties which prevents a Party from, or hinders or delays a Party in, performing its obligations under this Agreement (and which the application of due diligence and foresight could not have prevented).
12.2 If either Party is prevented from performing their obligations due to any of the circumstances listed in clause
12.1 for longer than 14 days either Party may immediately terminate any Agreement upon service of 7 days written notice to the other Party.
- Termination
13.1 Either Party may immediately terminate any Agreement by giving written notice to the other Party if:
13.1.1 If either Party commits a fundamental breach of its obligations without remedy under any Agreement;
13.1.2 any sum owing to that Party by the other Party under any of the provisions of any Agreement is not paid within 7 Business Days of the due date for payment;
13.1.3 the other Party commits any other breach of any of the provisions of any Agreement and, if the breach is capable of remedy, fails to remedy it within 7 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
13.1.4 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of that other Party;
13.1.5 the other Party makes any voluntary arrangement with its creditors or, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
13.1.6 the other Party has a provisional liquidator, receiver, or manager of its business or undertaking duly appointed;
13.1.7 the other Party has possession taken, by or on behalf of the holder of any debentures secured by a floating charge, of any property comprised in, or subject to, the floating charge;
13.1.8 the other Party is in circumstances that entitle the Court or a creditor to appoint, or have appointed, a receiver, a manager, or administrative receiver or which entitle the Court to make a winding-up order;
13.1.9 if there is a change of control in the shareholding;
13.1.10 where a Party or any of its employees or sub-suppliers becomes embroiled in matters attracting significant negative publicity liable to reflect adversely on the other Party, including but not limited to any occasion on which any of these persons is convicted of an arrestable offence;
13.1.11 where the Party is an individual if he shall die or be adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983.
13.1.12 that other Party ceases, or threatens to cease, to carry on business; or
13.2 The rights to terminate any Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
- Effects of Termination
14.1 Upon the termination of any Agreement for any reason:
14.1.1 any sum owing by either Party to the other under any of the provisions of any Agreement shall become immediately due and payable;
14.1.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of any Agreement shall remain in full force and effect;
14.1.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of any Agreement which exist at or before the date of termination;
14.1.4 subject as provided in this Clause 14 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
14.1.5 each Party shall (except to the extent referred to in Clause 9) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.
- Dispute resolution
15.1 In the event of a disagreement or dispute between the Parties in relation to Good/Services or in relation to the interpretation of any Agreement, the Parties shall, in the first instance, endeavor to resolve the disagreement or dispute themselves (or through their representatives).
15.2 In the event of a failure to reach an agreement in accordance with clause 15.1 within a reasonable time then the disagreement or dispute shall be referred to any mediation or conciliation procedure by reference to a third independent party agreed by the Parties. Any such mediation or conciliation will not be binding on the Parties.
15.3 If such dispute or difference is not resolved within twenty-one days of the dispute being referred to mediation or conciliation under clause 15.2 then such dispute or difference shall if so agreed by the Parties be referred to an arbitrator agreed between the Parties or the lowest cost binding arbitration, or, in default of such agreement to be nominated by the President of the Chartered Institute of Arbitrators and such a referral to arbitration shall be deemed to be a referral in accordance with the Arbitration Act 1996 and any statutory modification or reenactment thereof for the time being in force.
15.4 The costs of mediation, conciliation and/or the appointment of the arbitrator shall be shared equally between the
Parties and the arbitrator shall determine which Party shall pay any costs subsequently incurred.
- Notices
All notices served under any Agreement shall be in writing (for this clause 16 ‘in writing’ is not classed as email) and shall be delivered by hand or sent by pre-paid first class recorded delivery post, in the case of any Agreement to the addresses agreed and exchanges at point of Order (which addresses may themselves be amended by notice in accordance with this clause). Notices served by hand will be deemed served the day after service. Notices sent by post shall be deemed to have been received by the addressee 2 days after the day on which they were posted (excluding weekends and public holidays).
- Waiver
Failure by either Party at any time to enforce the provisions of an Agreement or to require performance by either Party of any of the provisions of an Agreement Terms shall not be construed as a waiver of or as creating an estoppel in connection with any such provision and shall not affect the validity of an Agreement or any part thereof or the right of either Party to enforce any provision in accordance with its terms.
- Illegality
If any provision or term of any Agreement or any part of it shall become unenforceable for any reason whatsoever, including but without limitation by reason of the provisions of any legislation, Regulation, Order, Direction of the Secretary of State or other provision having the force of law or by reason of any decision of any Court of competent jurisdiction, the validity and enforceability of the remainder of any Agreement shall not be affected thereby and shall remain in full force and effect. Where any such provision or decision substantially affects or alters the ability of either of the Parties to comply fully with its contractual obligations the Parties shall negotiate in good faith to amend and modify the provisions and terms of any Agreement as may be necessary or desirable in the circumstances
- Time
The Parties agree that the times and dates referred to in any Agreement are for guidance only and are not of the essence of any Agreement and may be varied by mutual agreement between the Parties.
- Relationship of the Parties
Nothing in any Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in any Agreement
- Counterparts
Any Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.
- Severance
In the event that one or more of the provisions of any Agreement and/or of these Terms is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of any Agreement and/or these Terms. The remainder of any Agreement and/or these Terms shall be valid and enforceable.
- Permits/licenses
If and to the extent the Customer requires any licenses, permits, registrations or other authorisations of any governmental or semi-governmental body, agency, or organization in connection with the execution pursuant to any Agreement, Customer undertakes to obtain such licenses, permits, registrations and other authorisations and Customer undertakes to indemnify and hold RGH harmless from and against any claims of such governmental or semi-governmental bodies, agencies or organisations or of any other third parties relating to the omission of Customer to obtain such licenses, permits, registrations and other authorisations.
- Contracts (Rights of Third Parties)
The Contracts (Rights of Third Parties) Act 1999 shall not apply to any Agreement and no person who is not a party to any Agreement shall be entitled to enforce any of the provisions of any Agreement pursuant to that Act.
- Governing law
These Terms are governed by, and are to be construed in accordance with, English law and the Parties submit to the exclusive jurisdiction of the courts of England and Wales.