Terms & Conditions
ROPE ASSEMBLIES LIMITED – CONDITIONS OF SALE UPDATED 06/10/09
1 Definitions
In these conditions, unless the context requires otherwise:
- 1.1 ‘Customer’ means the person who or business which agrees to buy the goods from the Company;
- 1.2 ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Company;
- 1.3 ‘Delivery Date’ means the date specified by the Company when the goods are to be delivered;
- 1.4 ‘Goods’ means the articles which the Customer agrees to buy from the Company;
- 1.5 ‘Price’ means the price for the Goods excluding carriage, packing, insurance and VAT;
- 1.6 ‘Company’ means Rope Assemblies Limited, a company registered in England & Wales with registration number 1623182.
- 2.1 These Conditions shall apply to all contracts for the sale of Goods by the Company to the Customer to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply under any purchase order, confirmation of order or similar document.
- 2.2 All orders for Goods placed by the Customer by email, web, telephone or in person shall be deemed to be an offer by the Customer to purchase Goods pursuant to these Conditions. Orders will be accepted and confirmed by a written order acknowledgement from the Company to the Customer which will include a description of the Goods and the quantity. We reserve the right to refuse orders, but if we do, we will inform you.
- 2.3. Customers paying by credit card will be asked for an e-mail address for us to send a confirmation of payment. For your security no card details will be sent in this e-mail. Please note that Office Hours are Monday to Thursday 8.30am to 4.30pm and 7.30am to 3.00pm on a Friday. The office is not open for business on statutory (Bank) holidays. There may be a delay in responding to orders if they are received outside of office hours.
- 2.4 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Customer’s acceptance of these Conditions.
- 2.5 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Company.
- 3.1 The Price shall be the price stipulated in the Company’s written order acknowledgement. The Customer hereby acknowledges that they have received the order acknowledgement. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Company’s invoice. Invoices must be paid in the currency quoted on the order.
- 3.2 Unless otherwise specified in writing, payment of the Price and VAT shall be due within 30 days from the end of the month in which the invoice is generated.
- 3.3 Interest on overdue invoices shall accrue from the date when payment becomes due until the date of payment at a rate of 7.5% per annum and shall accrue at such a rate after as well as before any judgment. Reasonable debt recovery costs will be charged where permitted by the Late Payment of Commercial Debts (Interest) Act 1998.
- 3.4 The Customer must pay the invoice, including freight and insurance where applicable, in full and is responsible for all bank charges in connection with payment. Where possible all payments are to be made by electronic transfer.
- 3.5 If the Customer defaults in payment of the Price the Company will suspend all further deliveries until the Price is paid in full.
- 6.1 Delivery of the Goods shall be made to the Customer’s address or such other address as is agreed in writing by the Company. The Goods may be delivered in advance of the Delivery Date upon the giving of reasonable notice to the Customer. The Customer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery.
- 6.2 Delivery dates are quoted as accurately as possible, but cannot be guaranteed. Should the Company fail to comply with a stated delivery date due to a reason beyond its control, the Customer has no right to claim compensation. Time shall not be of the essence for delivery. The Company shall not be liable to the Customer for late delivery or short delivery of the Goods.
- 6.3 If shipment is delayed due to an act of the Customer, delivery to the Customer will be deemed to occur as soon as the Customer is notified the Goods are ready for shipment and they may be held thereafter for the Customer’s account and at the Customer’s expense and risk.
- 6.4 The failure or refusal of the Customer to take delivery or to pay for any one or more of the said instalments of the Goods on the due dates shall entitle the Company (at the sole option of the Company):
- 6.4.1 without notice to suspend further deliveries of the Goods pending payment by the Customer; and/or
- 6.4.2 to treat this contract as repudiated by the Customer.
- 7.1 The Customer shall be deemed to have accepted the Goods after delivery to the Customer.
- 7.2 After acceptance the Customer shall not be entitled to reject Goods which are not in accordance with this contract.
- 8.1 Title to the Goods shall pass on delivery of the Goods and payment of the Price. Risk shall pass on delivery.
- 8.2 In spite of delivery having been made property in the Goods shall not pass from the Company until:
- 8.2.1 the Customer shall have paid the Price plus VAT in full; and
- 8.2.2 no other sums whatever shall be due from the Customer to the Company.
- 8.3 Until property in the Goods passes to the Customer in accordance with clause 8.2 the Customer shall hold the Goods and each of them on a fiduciary basis as bailee for the Company. The Customer shall store the Goods (at no cost to the Company) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Company’s property.
- 8.4 Notwithstanding that the Goods (or any of them) remain the property of the Company the Customer may sell or use the Goods in the ordinary course of the Customer’s business at full market value for the account of the Company. Any such sale or dealing shall be a sale or use of the Company’s property by the Customer on the Customer’s own behalf and the Customer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Company the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Company’s money.
- 8.5 The Company shall be entitled to recover the Price (plus insurance and freight plus VAT) notwithstanding that property in any of the Goods has not passed from the Company.
- 8.6 Until such time as property in the Goods passes from the Company the Customer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Company. If the Customer fails to do so the Company may enter upon any premises owned occupied or controlled by the Customer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Customer under clause 8.4 shall cease.
- 8.7 The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Company. Without prejudice to the other rights of the Company, if the Customer does so all sums whatever owing by the Customer to the Company shall forthwith become due and payable.
- 8.8 The Customer shall insure and keep insured the Goods to the full Price against ‘all risks’ to the reasonable satisfaction of the Company until the date that property in the Goods passes from the Company, and shall whenever requested by the Company produce a copy of the policy of insurance. Without prejudice to the other rights of the Company, if the Customer fails to do so all sums whatever owing by the Customer to the Company shall forthwith become due and payable.
- 9.1 Where the Customer rejects any Goods then the Customer shall have no further rights whatever in respect of the supply to the Customer of such Goods or the failure by the Company to supply Goods which conform to the contract of sale.
- 9.2 Where the Customer accepts or has been deemed to have accepted any Goods then the Company shall have no liability whatever to the Customer in respect of those Goods.
- 9.3 Should the Company agree to accept return of Goods, the price paid for them will be the lower of the original price charged and the Company’s opinion of the Goods’ current value and subject to a re-stocking charge based on the original price charged. The Company will not be responsible for any carriage costs incurred in connection with the return of the Goods.
- 11.1 This clause 11 does not exclude or restrict the liability of the Company towards any Customer who is a consumer within the Unfair Terms in Consumer Contracts Regulations1999 or the Unfair Contract Terms Act 1997. Further, nothing in this clause excludes or restricts the liability of the Company for fraud, or for death or personal injury caused by its negligence in the course of its business.
- 11.2 Except where the Customer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12 as amended and/or the Unfair Terms in Consumer Contracts Regulations 1999 Regulation 3(1)) all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.
- 11.3 The Company shall be under no liability whatever to the Customer for any indirect loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by the Company of this agreement.
- 11.4 In the event of any breach of this contract by the Company the remedies of the Customer shall be limited to damages. Under no circumstances shall the liability of the Company exceed the Price of the Goods.
- 13.1 ‘Force Majeure Event’ any event arising which is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war)
- 13.2 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this agreement shall forthwith notify the other in writing and shall inform the other of the period for which it is estimated that such failure or delay will continue. The affected party shall take all reasonable steps to mitigate the effect of the Force Majeure Event. If the Force Majeure Event continues for a continuous period of more than 60 days, the non-affected party may terminate this agreement by written notice to the other party.
- 15.1 suspend all future deliveries of Goods to the Customer and/or terminate the contract without liability upon its part; and/or
- 15.2 exercise any of its rights pursuant to clause 8.