Terms & Conditions

 

BASIS OF SALE

1. All orders are accepted and all contracts are made subject to the following terms and conditions provided that any special conditions in any quotation estimate or contract shall prevail to the extent that they are inconsistent with the following terms and conditions

 2. If the Company’s terms and conditions (whether special or general) shall be at variance or inconsistent with any printed  conditions attached to the Buyer’s order  the Company’s terms and conditions shall prevail and be effective  notwithstanding any similar conditions otherwise applying  to the Buyer’s order

 3. A quotation which is stated to be for a fixed price shall be deemed to have  been  withdrawn in any event  unless an order  in respect thereof is placed  within the period  specified  in the

Quotation

4. The Buyer may cancel  an order  only with the  written  agreement of the  Company  in which case  the  Buyer will indemnify  the  Company  against all costs,  expenses, claims and  loss incurred  prior to or arising  from the cancellation

PRICE

5. (a)  The price of the Goods shall be the Company’s price which shall be binding on the Company, provided the Buyer shall accept the Company’s quotation within 30 days

(b) All prices are exclusive of VAT which the Buyer will pay at the appropriate rate in addition to the price. The Company may raise an invoice for additional VAT on a supply of Goods at any time if the Company has raised and the Buyer has paid an earlier invoice for a lesser amount of or no VAT

(c) Except in respect of an estimate/quotation of acceptance of order  where  the price is expressly stated to be fixed for a specific delivery period,  the Company  reserves the right to alter  its estimate or order  prices  in respect of the  Goods by reference to the  price ruling at the  date  of dispatch of the  Goods,  by any additional  sum  as may from time to time be necessary to cover the increases in the costs  of materials and/or labour  (or any other  factors  affecting  the cost of production or delivery)  which may occur between the date  of conclusion  of the contract and the date  of dispatch

(d) Where in an estimate/quotation or acceptance of order a price is expressly stated to be fixed for a specific delivery period or for any reason (except where the same is due to the default

of the Company) a supply is made under the estimate or order after the end of the said period, the Company reserves the right in respect of such supply to charge the price ruling at the date of dispatch of the Goods

DELIVERY

6. Where  an estimate/quotation or acceptance of order  specifies  a delivery  period  but  the  Company  is unable  to complete delivery  without  further information or details  from the  Buyer and  there is the opinion of the Company  a delay on the part  of the Buyer in providing the information or details,  then  the Company  may if it wishes, give notice  extending the delivery period  and without  prejudice to the Company’s rights  to vary it’s prices  under  Condition 6 hereof

7. Any date  or period  set  out  herein  for the  delivery  of the  Goods  or any part  of them  shall not  be of the  essence of the  Contract  and  if the  Company  is prevented from delivering  any goods  at the time  provided  for delivery  by reason of any  cause outside its reasonable control  (including  but  not  so as  to limit the  generality of the  foregoing fire, explosion, delay  in supplies, plant  breakdown, interference by labour  strikes  or lockouts  or non-availability of transport or materials) then  the date  or period  for delivery shall be extended by the duration of the occurrence

TERMS OF PAYMENT

8. All Goods supplied  shall be paid for within 30 days  from the  date  of invoice of the  Company  unless specifically agreed otherwise in writing between the  Company  and  the  Buyer. If any discount is offered by the Company then the same shall be deductible only if the Goods are paid for within the said period and on no account shall discount be deductible from Value Added Tax

9. Noncompliance with the Company’s terms of payment shall constitute default without reminder. In the  case  of default  the  Company  may then  charge interest at the  rate  of 3%  per month  from the date  upon  which the payment falls due.  In the event  that  the Buyer shall fail to fulfil the terms of payment in respect of any invoice the Company  may in its sole discretion demand payment of all outstanding balances whether due or not and/or may cancel  all outstanding orders and/or decline  to make  further deliveries  except  upon  receipt  of cash  or security. Except where the laws relating to bankruptcy and liquidation prove otherwise the Buyer shall not be entitled to withhold or set off payment for Goods delivered by virtue of any debt claim or allegation other than a valid claim made in respect of those Goods under Condition 12(a)  or (b)

i) The Company reserves the right to operate a minimum invoice charge and minimum delivery charge

ii) The Company reserves the right to operate a percentage deposit charge

WARRANTIES AND CLAIMS

10.         (a) The Buyer should  satisfy  itself by testing samples or otherwise of the  fitness  for its purpose of all Goods ordered and  will be deemed and  conclusively  presumed to have  done  so if Goods delivered  differ materially  from their description or from samples supplied  or are  by reason of faulty material, workmanship or packing  unshakeable the Company  undertakes

to replace such goods or (at the option of the Company) to refund the purchase price or a fair proportion thereof. This undertaking by the Company is subject and conditional upon

the following provisions:

i) Claims in respect of faults readily discernible on a reasonable examination of the Goods shall be made as soon as such faults are reasonably capable of discovery but in any event within 2 months of the delivery of the Goods

ii) Claims in respect of other  faults  including faults not discernible until the Goods have  been  taken  into use,  or otherwise dealt  with shall be made  as soon  as the fault is reasonably discernible but in any case  within 6 months of delivery of the Goods to the Buyer

iii) All claims must be made in writing to the registered office of the Company

iv) The Buyer must afford to the Company the opportunity to examine any Goods which are the subject of a claim before the Goods have been further used or otherwise dealt with

v) The Company will not be liable for any damage to or deterioration of the Goods which may occur after delivery whether the same may occur due to unsuitable storage conditions or to abuse or to any other cause whatsoever

vi) Goods in respect of which any claim is made under this Condition shall be returned to the Company carriage paid for inspection or (if return is not practicable) alternatively the Company will inspect the Goods or procure the same to be inspected in situ.  In the event  reimburse the Buyer with the cost of any such  carriage but if the Buyer’s claim shall not be upheld  then  the Company  reserves the right to charge the Buyer for all or part  of the labour,  travelling,  carriage and other  dues  involved

vii) Subject to Condition 20 the undertaking of the Company to make a replacement or refund shall be the absolute limit of the Company’s liability to the Buyer in respect of any such claim. The undertaking is in substitution for any other claim or warranty (except as to title) implied by statute, common law or otherwise in respect of the Goods

viii) Where Goods expressly state on the outer packaging of the Goods “Reece Safety Products Ltd “guarantee this product for a period of 10 years from the date of purchase. In the event that the product fails due to faults in the manufacturing process or defects in material content, then we will replace the product free of charge. This guarantee does

not,  however extend to misuse where  the product  has  either  been  abused or used  for purposes other  than  for which it was designed. This guarantee does not affect your statutory rights” these terms shall prevail over 11(i) to 11(vii) as necessary

(b) Whilst the Company  warrants that  any survey,  advice,  representation or forecast given on the part  of the Company  from anything said or written  in discussion or negotiations between the Company  and the Buyer or its respective agents prior to the making  of the contract is given in good faith and after  due consideration of the facts  before  the Company the Company  shall be under  no legal liability whether in contract negligence or howsoever in respect thereof to the Buyer or any other  person except  to the extent to which there is a breach of this warranty

(c) Nothing in these Conditions of Sale shall absolve the Company from liability for death or personal injury resulting from the negligence of the Company or its servants

11.    (a) No claim for short delivery of Goods or damage to Goods in transit can be entertained unless either (where this is possible) a receipt is given to the carrier detailing the shortage or damage at the time of delivery or alternatively notification of the shortage or damage is made to the Company within 7 days from the delivery of the Goods by the carrier

(b)   No claim for non-delivery of Goods can be entertained unless the Company is notified within 7 days from the date if its invoice

RETURNS

The return of goods must be agreed in advance with Reece Safety Products Ltd and sent to our Unit B9, Lowfields Business Park, Lowfields Close, Elland, West Yorkshire HX5 9DX address.  With the exception of goods being returned due to fault or damage, the cost of return carriage shall be met by the buyer, not by RSP Ltd will charge 15% of the invoiced amount as a handling fee for returned goods.  The return of goods must be made within 14 days (2 weeks) of receipt.  Customised items are non-returnable, except because of fault or damage.

All items must be returned in suitable packaging free from undeclared damage.  Any damage which was not originaly declared will void a refund / replacement being issued.

BUYER DESIGN

12. Where  Goods are  ordered in accordance with the design  drawings and specifications or samples furnished by the Buyer, the Buyer shall indemnify  the Company  against all liability or alleged  liability in respect of any infringement of patents, registered designs, trademarks, trade  names or any other  rights  of third parties arising  out of the manufacture sale or use  of such  Goods and against all claims demands proceedings or damages costs  and expenses arising  in respect of such  liability or alleged  liability

SELLER DESIGN AND TRADEMARKS

13. Where Goods carry the proprietary designs, trademarks or other  specific features of the Company  the Buyer will apply all reasonable endeavours to protect the integrity  of the proprietary designs, trademarks or other  specific features and report  any actual  or suspected misuse or counterfeit occurrences immediately to the Company  should  the Buyer become aware  of such  occurrences

PASSING OF RISK

14. The risk in the Goods shall pass  to the Buyer when  the Company  delivers  the Goods in accordance with the terms hereof  to the Buyer or other  person to whom the Company  has  been  authorised by the  Buyer to deliver the  Goods whether expressly or by implication  and  the  Company  shall not be liable for the  safety  of the  Goods thereafter and  accordingly  the  Buyer should  insure  the  Goods thereafter against such  risks as may be commercially  prudent

CARRIAGE

15. All prices  stated or referred to in the Company’s estimates/quotations or in the Company’s acceptance of orders do not include any reasonable carriage or packing  charges which shall be paid for by the Buyer at the  discretion of the Company

RESERVATION OF PROPERTY AND RIGHT OF DISPOSAL

16.     (a) Until payment by the Buyer is made in full of the price and any other monies due to the Company in respect of the Goods:

i)  The Goods shall remain the sole and absolute property of the Company as legal and equitable owner

ii) The Buyer shall hold the Goods solely and as a fiduciary for the Company  and shall store  the Goods separately from his own Goods or those of any other  person and in a manner which makes  them  readily identifiably  as the Goods of the Company  and shall hold the proceeds of sale of the Goods in trust  for the Company  and shall keep them  at all times identifiable  as the Company’s monies  and shall not mingle them  with other  monies  or pay them  into an overdrawn bank account

iii) The Buyer shall insure the Goods against all normal commercial risk to their full replacement value with an insurance company of repute

(b) The Buyer shall be deemed not to have paid the Company for Goods in the possession of the Company at any time unless the Buyer can prove that payment has been received by the Company

(c) At any time prior to the payment in full of the price and other  monies  payable  to the Company  in respect of the Goods the Company  or its agents may enter the premises of the

Buyer and take possession of any Goods of which the Company is the owner and remove and dispose of them as the Company thinks fit

BREACH

17. If the Buyer:

(a)  Makes default in or commits any breach of any of its obligations (including as to payment of price) to the Company hereunder or

(b) Is involved in any legal proceedings in which its solvency is in question or

(c) Is a company and any meeting is convened or resolution passed or petition is presented (otherwise than for reconstruction or amalgamation) to wind it up or a receiver is appointed

Or

(d) Ceases or threatens to cease to trade

Then  in any such  case  the  Company  shall immediately become entitled  (without prejudice to its other  claims  and  rights  under  the  contract) to suspend further performance of the  contract for such time not exceeding 6 months as it shall in its absolute discretion think fit or (whether or not notice  of such suspicion  shall have  been  given)  to treat  the contract as wrongfully repudiated by the Buyer and forthwith  terminate the contract and claim all outstanding monies  due to the Company  from the Buyer

LIMITATIONS OF LIABILITY

18. These Conditions state that:

(a)  Subject  to the provisions  of paragraph (b) of this condition  it is expressly stipulated that  in the event  of any claim or any grounds being  made  by the Buyer against the Company  in respect of the Goods or any matter arising  from or in relation  to the contract relating  thereto the liability of the Company  shall be limited (in respect of each  claim or series  of connected claims)  to the invoice value of the Goods and under  no circumstances shall the Company  be under  any further liability to the Buyer whether for loss of profit or for any direct or consequential loss howsoever arising

(b) Notwithstanding any provisions  herein  contained, nothing  in these Conditions  shall operate or be construed to exclude  or restrict any liability of the Company  for death or personal injury resulting from the negligence of the Company

GOVERNING LAW

19. All contracts shall be governed by English Law in the event of any dispute whether of interpretation or otherwise or as to the liability either of the Company or the Buyer arising out of the sale use or operation or failure to operate of the Goods or any part thereof the same shall be determined by the English courts or law to whom jurisdiction of the Company and the Buyer hereby submit

FORCE MAJEURE

20. In addition  to the  right extend the  delivery period  referred to in Condition 7, the Company  shall be entitled  to suspend or postpone performance of the Agreement in the event  of strike,  lock-out, dispute, breakdown, accident, force  majeure or any  other  circumstances beyond  the  reasonable control  of the  Company  in the  event  of such  suspension or postponement beyond  the  period  of 3 months the  Agreement shall,  with the  consent of the  Buyer and  the  Company,  (such  consent not  to be unreasonably withheld  by either  of them  so far as it remains unperformed) be deemed to be terminated without  prejudice to the right of either  party  arising  before  the date  of termination

PREVIOUS CONDITIONS

21. The Conditions supersede all previous Conditions of Sale of the Company

CONSTRUCTION

22. If at any time one or more  of the above  conditions becomes in whole or in part  invalid, illegal or unlawful  in any respect under  any law the validity legality and enforceability of the remaining provisions  thereof and the other  Conditions  herein  shall not in any way be affected or impaired  thereby