Terms & Conditions of Sale
RYTONS BUILDING PRODUCTS LIMITED* – Standard Terms of Sale
*hereinafter referred to as ‘the Company’.
The Buyer’s attention is directed to the limitation of liability at clause 7
1.1 Unless otherwise expressly agreed in writing by a Director of the Company, the Goods are sold upon the following terms and conditions. Only a Director of the Company has authority to vary or omit any of these terms and conditions. Any terms and conditions printed on the Buyer’s order forms are binding only insofar as they are not at variance with these terms and conditions and they have been specifically agreed to in writing by a Director of the Company. The jurisdiction and law applicable to this contract shall be that of England and Wales.
1.2 These Standard Terms are subject to any Special Terms agreed, and expressions defined in such special terms have the same meaning in these Standard Terms. If any part of these Standard Terms is ineffective for any reason, the remainder shall be binding upon the parties. Failure by the Company to enforce at any time any of its Special or Standard Terms shall not be a waiver of the Company’s rights.
1.3 Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issues by the Company are intended as a guide only and shall not be binding on the Company.
All written or verbal quotations do not constitute offers and are subject to the Company’s written acceptance of the Buyer’s order, on these Standard Terms. All prices quoted or listed by the Company are based on current prices and are subject to adjustment prior to despatch to cover any increase in costs or materials, or in taxation or duty, which takes place prior to delivery. Goods are sold “ex works” as defined by Incoterms (1990). Packing, carriage and VAT are extra and will be added to the invoice where applicable.
3.1 The Company will use all reasonable endeavours to deliver at the time stated, but delivery dates given are estimates only. The Company shall not be liable for any delay occasioned by any cause whatsoever beyond the Company’s reasonable control.
3.2 In the case of delivery of Goods by instalments, the Buyer will not be entitled to treat the delivery of faulty goods in any one instalment, or the late delivery or non-delivery of any one instalment, as a repudiation of the whole contract. If the Buyer fails to give delivery instruction within 14 days of it being notified that the Goods are ready for delivery, the Company shall (without prejudice to any other right or remedies available to it) be entitled (but not bound) to store the Goods anywhere it chooses at the Buyer’s expense.
3.3 Delivery shall be sent to the address specified by, and by the method selected by, the customer. The Company accepts no responsibility if the address provided is incorrect. Claims for lost and/or damaged goods will be processed in accordance with the method of delivery selected by the customer.
4. Risk and ownership in the Goods
4.1 The Risk in the Goods passes to the Buyer upon delivery ex works. Legal and beneficial title of the Goods shall not pass to the Buyer until the Company has received cash or cleared funds payment in full of the price of the Goods and any other goods supplied by the Company and the Buyer has paid all moneys owed to the Company, regardless of how such indebtedness arose. If the Buyer sells the Goods in such a way as to pass to a third party valid title to the Goods, before the Company is paid, the Buyer shall be the trustee for the Company of the proceeds of such sale or to the claim for such proceeds and the Buyer shall place such proceeds in a separate bank account. The Company’s rights shall attach to the proceeds of such sale. Nothing herein shall constitute the Buyer the Company’s agent for the purposes of any such sub-sale.
4.2 The Buyer agrees that until payment of all monies owed by the Buyer to the Company, the Buyer shall be in possession of the Goods as bailee for the Company and the Buyer shall store the Goods separately and in an appropriate environment, and shall ensure that they are identifiable as being supplied by the Company and shall insure the Goods against all reasonable risks. The Company reserves the right to repossess any Goods in which the Company retains title, without notice. The Buyer irrevocably authorises the Company to enter the Buyer’s premises during normal business hours for the purpose of repossessing the Goods in which the Company retains title or inspecting the Goods to ensure compliance with the storage or identification requirements. If for any reason the Company is required to inspect, identify or collect unpaid Goods from either the Buyer’s premises or a third party premises the Company will charge the Buyer £100 per hour plus fuel costs for doing so.
5. Notification of Loss or Damage
The Company must be informed in writing within 3 days of delivery of Goods of any shortage, damage, defect, or lacking of conformity with the contract, and any shortage of cartons or any visible damage must be marked on the carrier’s delivery note. The Company must be informed in writing within 7 days of receipt of invoice, if no Goods have been delivered. Otherwise the Goods shall be deemed to have been accepted by the Buyer as being in good order and in conformity with the contract. If required by the Company and at the Buyer’s cost, the Goods must be returned to the Company within 14 days of notification of any claim, properly packed.
6.1 The price of the Goods shall be paid in a currency agreed by the Company. In the absence of specific written agreement on currency, the default currency shall be Sterling. Failure to make due payment in respect of deliveries or instalments under this Contract shall entitle the Company to delay, suspend or cancel deliveries in whole or in part at its option without penalty.
6.2 Invoices are due and payable at the end of the month following the month of delivery. The Company reserves the right to charge interest to the Buyer at the rate of 10% per annum on the unpaid balance, such interest to accrue on a day to day basis from the due date, before and after judgement.
6.3 Payment shall be due whether or not ownership in the Goods has passed to a third party. The Company shall (without prejudice to any other right or remedy) be entitled to sue for the price after it is due, even if the ownership in the Goods has not passed.
7.1 The Buyer shall inspect the Goods upon delivery. The Company will make good at its option by repair or replacement any defects in the Goods due solely to defective workmanship or materials which are notified to the Company within the relevant time limits below. Regarding any defect discoverable upon reasonable examination, such notification must be made within 3 working days from delivery. Regarding any defect not discoverable upon reasonable examination, such notification must be made within 14 working days of the date the defect is actually discovered (and in any event within 3 months from delivery), provided that the Company’s obligations shall not extend to defects wholly or partly caused by wilful damage, negligence, incorrect storage, improper use, or inappropriate installation (other than by the Company’s employees or agents).
7.2 Except for breach of the Company’s statutorily implied undertaking as to title, all express or implied conditions representations or warranties as to description, quality or fitness of the Goods or otherwise are expressly excluded. The Company shall not be liable at all, for any consequential or indirect loss, or loss of profits, whether arising by the Company’s negligence or otherwise. The specification for the Goods shall be that set out in the Company’s sales documentation unless varied expressly in the Buyer’s order (if such variation(s) is/are accepted by a director of the Company).
8. Force Majeure
The Company shall not be liable to the Buyer for any loss or damage suffered by the Buyer if its performance of the contract is prevented or delayed, (in particular if any estimated delivery date is delayed) by any cause whatsoever beyond the Company’s control. This includes Act of God, war, riot, civil commotion, fire, flood, subsidence, sabotage, accident, strike, lock-out, Government controls, restrictions, prohibitions, or any other Government act or omission.
9. Safety Instructions
The Buyer undertakes with the Company that it will ensure compliance (so far as is reasonably practicable) by its employees, agents, licensees, and customers, with any instructions given by the Company or the manufacturer of the Goods for the purposes of ensuring that the Goods will be safe and without risk to health when properly used, and will take any other steps or precautions (having regard to the nature of the Goods) as are necessary to preserve the health and safety of persons handling, using, or disposing of them.
10. Passing Off
The Buyer shall not repackage, market illustrate or resell a Good purchased from Rytons as anything other than a product supplied by Rytons. The Buyer shall not knowingly allow any third party to do so.
11. Consumer Returns
In the event the Buyer is a Consumer the Buyer shall have rights under the Consumer Contract Regulations. A Consumer may choose to cancel an order within 14 days of the day the Consumer received (or took possession of) the goods, in which event a refund will be made for the full price provided the Goods are returned within 14 days of the decision to cancel the order, in the condition sold to the Consumer. A Consumer should note only standard delivery charges charged to the Consumer by the Company for delivery of the goods, are refundable. A cancellation form is available on request. These rights are in addition to a Consumer’s rights under the Consumer Rights Act.
Telephone calls to and from Rytons are recorded and may be monitored to help us maintain and improve our service.