Conditions of Sale
1. In these Conditions “The Company” means RTC Groundcare Ltd. and/or any parent or subsidiary company thereof. “The Customer” means the person, firm or company to whom the Company supplies or agrees to supply any of the Company’s products and any other goods or services supplied by the Company in the ordinary course of its business (hereinafter called ‘the Goods”).”The Recipient” means the person, firm, company, corporation or public authority to whom the Goods are delivered upon the Customer’s instructions (whether expressly or by implication) when it is not the Customer. “The Contract” means the contract for the purchase and sale of the Goods. “Writing” includes letters, facsimile transmission, electronic mail and comparable means of communication. “Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Company and the Customer.
- Unless specifically agreed in Writing these Conditions are incorporated into all Contracts for the supply of Goods and any other conditions or terms (except statutory conditions or terms) are hereby excluded to the fullest extent permitted by law. Nothing in these Conditions shall create any rights for third parties under the Contracts (Rights of Third Parties) Act 1999.These Conditions do not affect the statutory rights of a person dealing as a consumer as defined by the Unfair Contract Terms Act 1977 and/or the Sale of Goods Act 1979 and/or the Unfair Terms in Consumer Contracts Regulations 1994 and 1999 or by any statutory modification of any of those Acts or Regulations. These Conditions override and supersede any conditions of purchase stipulated by the Customer, unless and to the extent that such conditions of the Customer have been specifically agreed in Writing by the Company. These Conditions are the “Standard Trading Conditions” which may be referred to in the Company’s invoices and literature. Any order accepted or quotation given by the Company is subject to Goods offered being unsold and available to the Company as at the time of its receipt of the Customer’s order or giving of the quotation. A Contract comes into being when the Customer’s order is accepted by the Company or when the Company’s Quotation is accepted by the Customer, and such a Contract shall be subject to these Conditions and (save as otherwise agreed in Writing by the Company and the Customer) to no other. Acceptance of delivery or collection of the Goods shall be conclusive evidence of the Customer’s acceptance of these Conditions. The Company reserves the right to implement, modify or override any carriage policy which it may adopt and publish from time-to-time. The Company makes every reasonable effort to ensure that the information contained in any advertising material (including in its catalogues) for which it is responsible is correct as at the time of going to press. Such material is intended, however, only as a guide, and does not necessarily represent the goods on offer. In particular, neither the Company nor its suppliers nor its agents can be held legally liable under the Trade Descriptions Act 1968 or under any other legislation for any inaccuracies of definition, colour, description, illustration (whether photographic or otherwise) or pricing and the Company’s policy of continuous improvement determines its right to change specifications and/or prices without notice. The Company also reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable UK statutory or E.C. requirements or, where the Goods are to be Supplied to the Customer’s specification, which do not materially affect their quality or performance. Once accepted by the Company, an order may be cancelled only with the agreement in Writing of the Company and on the terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation, including a re-stocking charge of 25% of the purchase price of the product.
- The risk of loss, destruction or damage to the Goods or any of them shall pass to the Customer: In the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery(including where the Goods or any of them are delivered to the Recipient) or, if the Customer (or, if applicable, the Recipient) wrongfully fails to take delivery of the Goods, at the time when the Company has tendered delivery of the Goods and the Customer shall hold the Company fully indemnified in respect thereof; or in the case of Goods to be delivered by way of collection from the Company’s premises, at the time when the Customer signs for and collects the Goods. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full:(i) of the price of the Goods and(ii) of the price of any other goods supplied by the Company and(iii) of any other monies due from the Customer to the Company on any account for which payment is tendential such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and of third parties and (all at the Customer’s cost) properly stored, protected and insured and identified as the Company’s property, but the Customer shall be entitled to resell and/or use the Goods in the ordinary course of its business provided that (as between the Company and the Customer only) it does so as agent or the Company and holds the proceeds of sale or otherwise of the Goods, including insurance proceeds following loss of or damage to the Goods (or sufficient of such proceeds as will pay all monies owing by the Customer to the Company) upon trust for the Company. For the purposes of this clause, all monies payable by the Customer to the Company in respect of the packaging, carriage or insurance of the Goods shall be deemed to be part of the price of the Goods. Until such time as the property in the Goods passes to the Customer (and provided the Goods are still inexistence and have not been resold and whether or not any payment to the Company is then overdue or the Customer is otherwise in breach of any of its obligations to the Company), the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and if the Customer fails to do so forth with) (and without prejudice to any other of the Company’s rights or remedies) to enter upon any premises of the Customer or of any third party where the Goods are stored and recover and deal with the Goods as the Company shall see fit. The Customer shall not be entitled to pledge or in any way charge by way of security any of the Goods which remain the property of the Company, but if the Customer does so all monies owing by the Customer to the Company shall (without prejudice to any other of the Company’s rights or remedies) forthwith become due and payable. If full payment of all monies owing to the Company has not been made upon the presentation of any notice or demand or commencement of an act or proceeding in which the Customer’s solvency or the solvency of any member of a group of companies to which the Customer belongs is in doubt, the Company may (without prejudice to any other of its rights or remedies) set-off against any sum(s) then due or which may become due from the Customer to the Company such amount(s) as may otherwise be payable by the Company to the Customer.
- Whilst the Company will deliver the Goods ordered by the Customer as soon as reasonably practicable, any date for delivery quoted by the Company is for the guidance of the Customer only and does not form part of these Conditions. Neither date nor time for delivery shall be of the essence of the Contract. The Company shall not be liable to the Customer in respect of any damage or consequential loss of any nature (whether furless of profit or otherwise), costs, expenses or other consequential detriment suffered by the Customer in respect of any delay in delivery. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate Contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more of the instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
5. Despatch of the Goods will be notified to the Customer by the Company by delivery note and (usually under separate cover) by invoice. If possible at the time of delivery the Customer or the Recipient on behalf of the Customer will receive and unload the Goods and check them for quality and condition in the presence of the Company’s carrier but if it shall be impossible for any reason or if there shall at the time of delivery be no one available on behalf of the Customer to carry out such procedures the Company shall be entitled at the risk of the Customer to deliver the Goods at the address notified to the Company for delivery. In every case of a shortage or if any of the Goods are in an unsatisfactory condition the Customer or the Recipient shall endeavour where possible to endorse the carrier’s delivery document accordingly but whether this has been possible or not must in such event give a separate written statement of condition to the Company within 3 working days of the date of delivery (as to which time shall be of the essence of the Contract). In the case of damage, the packaging must be retained by the Customer for inspection by the Company and/or its agents. If this Condition is not observed risk in the Goods shall be deemed to have been with the Customer from the date of despatch of the Goods and no claim in respect of shortage or of unsatisfactory condition of the Goods will be entertained by the Company. If, within 2 working days of receipt of the related invoice (as to which time shall be of the essence of the Contract), the Goods have not been delivered to the Customer or to the Recipient where this applies then the Customer must immediately (as to which time shall be of the essence of the Contract) give notice in Writing to the Company of such non-delivery. The Company’s liability for damage or loss in transit notified to it in accordance with the above shall in any event be limited solely to replacement of the Goods by standard delivery within a reasonable time, whether non-delivery or damage is due to the Company’s negligence or otherwise. Absolutely no claim will be entertained for alleged damage, lateness or non-delivery of Goods to any third party made other than to the Recipient at the request of the Customer.
- Subject to the provisions of the above clause, all claims for Goods alleged to be defective must be made inwriting to the Company within 10 calendar days of such defect becoming apparent. When notification is received the Company may require the return of the Goods, or for the Goods to be made available reinspection by the Company and/or by its agents. Should the Company be satisfied as to the alleged defects, then it may at its option either replace the Goods within a reasonable time or credit the Customer with the Contract price of the Goods. An apportionment may be made for normal wear and tear occasioned before any defect arose, to be reasonably assessed by the Company’s quality control officer. All defective goods returned become the property of the Company. No liability will be entertained whatsoever with regard to goods manufactured or supplied to the Customer’s own specification or drawings. Except as provided above, the Company shall have no liability whatsoever arising out of any agreement to sell or for the sale of the Goods including claims for direct consequential or other loss, damage or expense, whether arising or alleged to arise under any warranty, statement, condition or term express or implied, statutory or otherwise, and whether caused by the negligence of the Company, its employees or agents or otherwise. In no circumstances therefore shall the Company be liable for loss or damage in excess of the Contract net sale price (excluding VAT and delivery).The Company may at its sole discretion accept the return of the Goods, provided that the Customer indicates the date of the relevant delivery note or invoice number together with the product catalogue number and full description against which the Goods were supplied. A handling charge of up to 15% may be made to cover the cost of restocking the Goods and, in addition, the Company reserves the right to levy a carriage charge on both outward and inward deliveries. Orders for goods not currently listed in the Company’s standard stockpile are considered special orders, and cancellation or return can be accepted only provided that the Customer shall additionally be liable for any further charge which the Company may impose in this respect. A Customer wishing to return Goods shall advise the Company which will provide a goods collection note, the number of which identifies and gives traceability to the Goods thereafter. The Company’s drivers will collect the Goods and are instructed to sign for any authorised collection and the Company shall not be liable for goods returned by any other means. Goods so accepted for return will be credited at the invoiced price less the handling charge referred to above. The Company will not be obliged to recognise any debit note or other document raised by a Customer in respect of any Goods returned, and, unless it does so, only the Company’s credit note will be acceptable forth at purpose. A Customer requesting replacement Goods (e.g. to cover an item incorrectly ordered) will always receive credit for Goods returned satisfactorily, and the Company will process a new order for the replacement goods. Goods returned under complaint may be returned by the Company to the manufacturer for inspection and report. Should the Company refuse to accept a return, the Customer shall be obliged (if it has not already done so) to complete the purchase and pay the full invoiced price of the goods. Notwithstanding anything herein contained nothing shall exclude or limit the liability of the Company for death or personal injury resulting from negligence by the Company.
- The price of the Goods shall be the Company’s quoted price ruling as at the date of despatch or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Company’s published pricelist current at the date of the acceptance of the order and is exclusive of any applicable VAT which the Customer shall be additionally liable to pay to the Company. Payment of the price of the Goods shall be made in full without any deduction not later than on the 28th day of the month following the month of invoice (hereinafter called ‘the Due Date”) (unless otherwise agreed by the Company in Writing) provided that the Company may in its absolute discretion require that the Goods be paid for on delivery if notification of such requirement has been given to the Customer prior to the Company’s acceptance of the Customer’s order. The Company may appropriate as it thinks fit any sums received from the Customer notwithstanding any purported allocation by the Customer. The time of payment of the price shall be of the essence of the Contract. Any invoice becoming overdue will render all sums due on any account payable immediately. If payment is not made on or before the Due Date then:(i) the Company shall be entitled (without prejudice to any other of its rights or remedies) to repossess the Goods and(ii) the outstanding debt shall bear interest at the rate of 3% per annum above the base rate of Barclays Bank plc during the period from the date of issue of the invoice up to and including the day of actual payment in cash or cleared funds, or until the realisation of monies sufficient to meet the Customer’s obligations to the Company from the liquidation or otherwise of the Goods repossessed as in (i) above, whichever shall be the earlier. The Company reserves the right to recover from the Customer all bank, legal, court or professional fees incurred in obtaining full payment for the Goods or in employing another party to obtain such payment on its behalf. In the event that the Company shall wish to enforce its rights under clause 3 hereof and if notwithstanding the provisions of such clause 3 hereof any dispute shall arise as to whether any particular Goods have been paid for or not, the Company shall not be required to prove that an item of merchandise sold or unsold is directly attributable to a particular unpaid invoice, but merely to establish that, on the basis that Goods shall be deemed to have been sold or used up in the order which they were delivered to the Customer, any Goods in evidence of the type which is unpaid for may be reasonably stated to be those Goods which are unpaid for ,and thus be said to be the property of the Company. .The Company’s rights under this clause shall not be affected by any terms agreed in any contract or otherwise howsoever whereby the Customer is granted credit with regard to the payment of the price of the Goods or is permitted by the Company to defer payment beyond the time granted for doing so. In the event that the Goods are sold or provided to a third party by way of trade or otherwise, the Company reserves the right to garnish, sequester or otherwise hold security over any funds payable by the third party in respect of those Goods. The Customer shall allow full access to any books and records which shall help establish the identity of such third party, and the means for securing and identifying such payments as relate to the Goods.
- Should a Director or Principal of any Customer which is a Limited Liability Company place or continue to place orders for Goods when s/he knows or ought reasonably to know that the Customer (or any parent or subsidiary company of the Customer) is insolvent, then s/he will be held personally liable for any debt(s)thereby incurred, and will be required (both jointly and severally where applicable) to make good any debt(s)owed by such Customer to the Company whether wrongful or fraudulent trading be proven or not and notwithstanding any creditors’ voluntary arrangement, insolvency proceedings, liquidation or dissolution.
- Any failure by the Company to enforce any or all of these Conditions shall not amount to or be interpreted as a waiver of any of the Company’s rights.
- If any term in these Conditions is held invalid, it shall not affect the validity of the remaining Conditions.
- Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
- The Contract for the supply of the Goods to the Customer shall be interpreted in accordance with the laws of England and Wales which shall for all purposes be deemed to be the proper law of the Contract.