Terms & Conditions
1. Definitions
In these conditions “the Company” shall mean R A Technology Ltd, “the Goods” shall mean the products supplied by the Company in accordance with these condition, “the Customer” shall mean the company firm or person buying the Goods from the Company, “the Contract” which shall mean an agreement between the Company and the Customer for the supply of the goods and “an Act of Insolvency” shall mean:-
1. If the Buyer (being a company):
1.1 Has a petition presented for its winding up; or
1.2 Passes a resolution for voluntary winding up otherwise than or the purpose of a bona fide amalgamation; or
1.3 Has an administrative receiver appoint of all or any part of its assets.
1.2 Passes a resolution for voluntary winding up otherwise than or the purpose of a bona fide amalgamation; or
1.3 Has an administrative receiver appoint of all or any part of its assets.
2. If the buyer (being an individual):
2.3 Becomes bankrupt or insolvent; or
2.4 Enters into any arrangements with creditors; or
2.5 Takes or suffers similar action in consequence or debts; or
2.6 Carries out or undergoes any analogous act or proceedings under foreign law.
2.4 Enters into any arrangements with creditors; or
2.5 Takes or suffers similar action in consequence or debts; or
2.6 Carries out or undergoes any analogous act or proceedings under foreign law.
2. Application of Conditions
These conditions apply to all contracts for the sale of goods entered into by the Company. By placing an order with the Company or accepting the Company’s quotation, the Customer agrees to deal with the Company on these conditions to the exclusion of all other terms, conditions, warranties or representations with the exception of any terms specified in writing. No variations of the Conditions shall be binding unless made in writing specifying both which clause is to be varied and the details of such variation signed on behalf of each of the Company and Customer.
3. Accuracy of Description of Goods
All descriptions, specifications, drawings and particulars of weights and dimensions submitted by the Company or otherwise contained in the Company’s published matter, to include material published on the World Wide Web, are approximate only and none of these shall form part of any contract or give rise to any independent or collateral liability upon the Company being intended merely to present a general idea of the Goods as described therein.
5. Price
All prices quoted are the Company’s current prices at the time of quotation and are the net price unless otherwise stated and is exclusive of any applicable Value Added Tax. The Company shall be entitled to adjust the price of the Goods if the quantity ordered by the customer is less than the quantity specified in the Company’s quotation.
6. Delivery
(a) The Company shall use its best endeavours to secure delivery of the goods on the estimated delivery dates from time to time furnished, but they do not guarantee time of delivery, nor shall they be liable for any damage or claims of any kind in respect of delay in delivery. Risk in the goods shall pass on delivery.
7. Payment
7.1 The customer shall make payment to the Company in respect of all invoices in full without a deduction or set-off within 30 days of which the invoices are dated.
7.2 Time for payment shall be of the essence and the Company shall be entitled to charge interest at 8% from the date when the payment falls due until actual payment on all overdue accounts.
7.3 The Company reserves the right at any time to demand security for payment before continuing with or delivering any order, and shall be entitled to treat any contract as repudiated if the Customer makes any default in payment or should the Customer be unable to pay its debts within the meaning or the Insolvency Act 1986.
7.2 Time for payment shall be of the essence and the Company shall be entitled to charge interest at 8% from the date when the payment falls due until actual payment on all overdue accounts.
7.3 The Company reserves the right at any time to demand security for payment before continuing with or delivering any order, and shall be entitled to treat any contract as repudiated if the Customer makes any default in payment or should the Customer be unable to pay its debts within the meaning or the Insolvency Act 1986.
8. Risk and Property
8.1 Risk in the Goods shall pass to the Customer when the Goods are delivered or collected by the Customer or its agent.
8.2 Notwithstanding that risk in the Goods shall have passed to the Customer title in the Goods shall not pass to the Customer until the Customer has paid the Company for the Goods and the Company has received in cash or cleared funds payment in full of the price of the Goods and of the price of any other Goods supplied to the Customer by the Company at any time whether or not the price has become due.
8.3 Until title to the Goods passes to the Customer the Customer shall keep the Goods in good and substantial repair and condition and the Goods shall be stored in such a way as to be clearly identifiable as belonging to the Company.
8.4 The Company shall at any time be entitled to appropriate any payment made by the Customer in respect of any Goods in settlement of such invoices as the Company may in its absolute discretion think fit notwithstanding any purported appropriation by the Customer.
8.5 If any Goods owned by the Company are incorporated into other goods and are not identifiable in and separable from the resulting composite or mixed goods, title to the resulting composite or mixed goods shall vest in the Company and shall be retained by the Company for so long as and on the same terms as those on which it would have retained title to the goods in question.
8.6 Further or alternatively, until ownership of and title to all Goods owned by the Company passes to the Customer, the Customer shall hold the Goods in the Customer’s possession or control as the Company’s fiduciary agent and bailee and shall keep them separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property. The Customer shall be entitled to resell or use the Goods in the ordinary course of business but shall account to the Company for the entire proceeds of sale or otherwise of the Goods whether tangible or intangible, including insurance proceeds, and shall keep all such amounts separate from monies or property of the Customer and third parties and, in case of tangible proceeds, properly stored, protected and insured. The Customer shall maintain records of the persons to whom it sells or disposes of the Goods and the payment made by such persons for the Goods and will allow the Company to inspect those records and the Goods themselves on request.
8.2 Notwithstanding that risk in the Goods shall have passed to the Customer title in the Goods shall not pass to the Customer until the Customer has paid the Company for the Goods and the Company has received in cash or cleared funds payment in full of the price of the Goods and of the price of any other Goods supplied to the Customer by the Company at any time whether or not the price has become due.
8.3 Until title to the Goods passes to the Customer the Customer shall keep the Goods in good and substantial repair and condition and the Goods shall be stored in such a way as to be clearly identifiable as belonging to the Company.
8.4 The Company shall at any time be entitled to appropriate any payment made by the Customer in respect of any Goods in settlement of such invoices as the Company may in its absolute discretion think fit notwithstanding any purported appropriation by the Customer.
8.5 If any Goods owned by the Company are incorporated into other goods and are not identifiable in and separable from the resulting composite or mixed goods, title to the resulting composite or mixed goods shall vest in the Company and shall be retained by the Company for so long as and on the same terms as those on which it would have retained title to the goods in question.
8.6 Further or alternatively, until ownership of and title to all Goods owned by the Company passes to the Customer, the Customer shall hold the Goods in the Customer’s possession or control as the Company’s fiduciary agent and bailee and shall keep them separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property. The Customer shall be entitled to resell or use the Goods in the ordinary course of business but shall account to the Company for the entire proceeds of sale or otherwise of the Goods whether tangible or intangible, including insurance proceeds, and shall keep all such amounts separate from monies or property of the Customer and third parties and, in case of tangible proceeds, properly stored, protected and insured. The Customer shall maintain records of the persons to whom it sells or disposes of the Goods and the payment made by such persons for the Goods and will allow the Company to inspect those records and the Goods themselves on request.
9. Inspection / Storage
9.1 The Customer shall inspect the Goods on delivery or on collect as the case maybe.
9.2 In all cases where the Customer complains of defects or shortages
Within 14 days of delivery, the Company shall without prejudice to question of liability generally be under no liability in any event if it has not been given opportunity to inspect goods before they have been used by the Customer.
9.2 In all cases where the Customer complains of defects or shortages
Within 14 days of delivery, the Company shall without prejudice to question of liability generally be under no liability in any event if it has not been given opportunity to inspect goods before they have been used by the Customer.
10. Manufacture
10.1 Materials equivalent or higher strength may be substituted for materials quoted.
10.2 Specified dimensions are subject to a tolerance of +/- 1mm.
10.3 Specified weights may not equate to the actual weights and the Company reserves the right to supply materials and/or Goods not materially reduced.
10.2 Specified dimensions are subject to a tolerance of +/- 1mm.
10.3 Specified weights may not equate to the actual weights and the Company reserves the right to supply materials and/or Goods not materially reduced.
11. Warranty
11.1 The Company warrants that it has title to and the right to sell the Goods.
11.2 No representation or warranty is given by the Company as to the suitability or fitness of the Goods for any purpose or any particular purpose and the Customer shall satisfy themselves in this respect and shall be totally responsible therefore.
11.3 RA Technology products are guaranteed against manufacturing defects for a period of one year. This guarantee excludes:
11.2 No representation or warranty is given by the Company as to the suitability or fitness of the Goods for any purpose or any particular purpose and the Customer shall satisfy themselves in this respect and shall be totally responsible therefore.
11.3 RA Technology products are guaranteed against manufacturing defects for a period of one year. This guarantee excludes:
(a) Damage caused through transit to or from purchaser
(b) Damage caused through accident, wear & tear, incorrect installation, repair, modification or misuse.
(c) Carriage costs in case of guarantee claims to the manufacturer shall be met by the Customer
(b) Damage caused through accident, wear & tear, incorrect installation, repair, modification or misuse.
(c) Carriage costs in case of guarantee claims to the manufacturer shall be met by the Customer
12. Liability/Exclusions
12.1 Introduction
(a) Nothing in clause 13 shall exclude or restrict the company’s liability for death or personal injury
(b) Each of the sub-clauses in clause 13 is to be treated as separate and independent.
(b) Each of the sub-clauses in clause 13 is to be treated as separate and independent.
12.2 Defects
(a) The Company will either make good the Goods at its own expense or, at its option, replace the Goods if any defects which the Company is reasonably satisfied are caused by faulty design manufacture, materials or workmanship are discovered within 14 days from the date of despatch. The Company shall not be liable for defects caused by abnormal use, misuse, neglect, fair wear and tear, wilful damage negligence by the Customer or persons using the Goods or failure to follow the Company’s instruction (whether oral or in writing) or alteration or repair of the Goods without the Company’s approval.
(b) The Customer may only claim the benefit of this clause if he informs the Company or the relevant defect in writing as soon as he discovers it and unless otherwise agreed by the Company he returns the Goods to the Company at his own expense.
(b) The Customer may only claim the benefit of this clause if he informs the Company or the relevant defect in writing as soon as he discovers it and unless otherwise agreed by the Company he returns the Goods to the Company at his own expense.
12.3 Exclusion of Liability
Inconsideration of the Company’s obligations under clause 13.2 the
Customer agrees that apart from the terms set out herein no other terms, conditions or warranties, express or implied, statutory or otherwise shall form part of the contract.
Customer agrees that apart from the terms set out herein no other terms, conditions or warranties, express or implied, statutory or otherwise shall form part of the contract.
12.4 Exclusion of Consequential Loss
(a) The Company shall not be liable for any consequential or indirect loss or damage suffered by the Customer howsoever arising whether or not caused by the Company’s negligence (including but not limited to the loss of anticipated profits) other than death or personal injury in connection with or arising out of the furnishing, functioning or use of the Goods, or any items provided, and shall not be liable for any other damage except as provided in this Agreement.
(b) Without prejudice to the generality of the foregoing, the Company shall not be liable for loss of contracts, and damage to property of the Customer or anyone else whatsoever, howsoever arising and whether or not caused by the Company’s negligence.
(b) Without prejudice to the generality of the foregoing, the Company shall not be liable for loss of contracts, and damage to property of the Customer or anyone else whatsoever, howsoever arising and whether or not caused by the Company’s negligence.
13. Limitation
(a) Any goods which are agreed by the Company to be defective or contrary to specification will at the Company’s sole option be credited or replaced provided that written notice is given to the Company within 14 days after the alleged defect has been discovered; but the Company will not be responsible for any labour charges or consequential loss or damage suffered by the Buyer thereby. The results of all testing and inspection undertaken by the Company shall be final and binding on the Customer.
(b) The Company shall be under no liability whatsoever for any damage, injury, consequential or other loss or loss of profits or costs, charges or expenses sustained by the Customer, his agents, contractors, employees or invitees consequential or otherwise in relation to or arising out of the goods, or attributable directly or indirectly to the acts defaults or negligence of the Company or any of the Company’s servants or agents save in respect of
(b) The Company shall be under no liability whatsoever for any damage, injury, consequential or other loss or loss of profits or costs, charges or expenses sustained by the Customer, his agents, contractors, employees or invitees consequential or otherwise in relation to or arising out of the goods, or attributable directly or indirectly to the acts defaults or negligence of the Company or any of the Company’s servants or agents save in respect of
(i) Any death or personal injury to the Customer, his agents, contractors, employees or invitees results from the negligence of the Company as defined in the Unfair Contract Terms Act 1977 in respect of Contractors governed by the provision of the Act or
(ii) Any liability of the Company under the Consumer Protection Act 1987
(ii) Any liability of the Company under the Consumer Protection Act 1987
(c) Goods sold are not guaranteed or warranted to be suitable for any particular application, treatment or purpose, unless such requirements are either set out in the material specification or which it is supplied or otherwise disclosed by the Buyer before the Company’s acceptance of the order. The Company shall be under no liability for on site installations executed by others.
14. Indemnity
The Customer shall keep the Company indemnified against all costs, claims, demands, expenses and liabilities of whatsoever nature made by third parties caused in whole or in part or arising out of any act or omission of the Customer in connection with the use or storage or sale of the Goods.
15. Assignment
The Customer shall not assign nor transfer nor purport to assign or transfer any contract to which these conditions apply or the benefit therefore to any other person whatsoever except to any company which is its holding company or to any of its wholly owned subsidiary companies or any wholly owned subsidiary companies of such holding company within the meaning of the section 736 of the Companies Act 1985.
16. Force Majeure
The Company shall not be liable for any failure to deliver the Goods arising from circumstances outside the Company’s control including, for example, acts of God, war, riot, explosion, abnormal weather, fire, flood, strike, lock outs, government action or regulations (UK or otherwise), delays by suppliers, accidents and shortages or material, labour or manufacturing facilities.
17. Cancellation
No cancellation of an order for the Goods by the Customer is permitted unless expressly agreed by a director or the Company in writing. In the event of cancellation the Customer will indemnify the Company fully against all expenses incurred by the Company together with the liquidated damages of 15% of the contract price.
18. Enter Agreement
The Contract contains all terms agreed by the parties relating to the subject matter of the Contract and supersedes any prior agreements between them whether oral or in writing, and no representation, undertaking or promise shall be taken to have been given or been implied from anything said or written in negotiations between parties prior to the Contract except as set out in the Contract. In particular but without prejudice to the generality of the foregoing, the Customer acknowledges that it has not been induced to enter into the Contract by any representation or warranty other than those contained in the Contract. The Customer irrevocably and unconditionally waives any right it may have to claim damages for/or to rescind the Contract as a result of any misrepresentation whether or not contained in the Contract unless such misrepresentation was made fraudulently.
19. Jurisdiction
All contracts between the company and the Customer shall be governed by and construed in accordance with English Law all disputes arising in relation to such contracts shall be submitted to the non-exclusive jurisdiction of the English courts.
20. Intellectual Property and Copyright
(a) All goods manufactured and supplied by the Company are protected by international copyright laws.
(b) All rights are reserved by the Company and Copyright owners.
(c) Any infringement of the Company’s intellectual property rights which results in the copying or part copying of the Company’s products will result in the commencement of legal action against the Customer through the English courts. Recovery of legal and court fees and cost is possible if the litigation is successful. The penalties for infringement can be substantial. In civil actions brought by the copyright owner, the court may order forfeiture and/or destruction not only of all infringing articles, but also of any implements used to manufacture the infringing articles. The court may even order seizure and impoundment of such articles prior to trial and in some cases, without prior notice to the alleged infringer. In addition to obtaining an order stopping the infringement and ordering destruction of infringing articles, the court can order payment of any provable damages, including lost profits. The copyright owner can elect to receive “Statutory damages”.
(b) All rights are reserved by the Company and Copyright owners.
(c) Any infringement of the Company’s intellectual property rights which results in the copying or part copying of the Company’s products will result in the commencement of legal action against the Customer through the English courts. Recovery of legal and court fees and cost is possible if the litigation is successful. The penalties for infringement can be substantial. In civil actions brought by the copyright owner, the court may order forfeiture and/or destruction not only of all infringing articles, but also of any implements used to manufacture the infringing articles. The court may even order seizure and impoundment of such articles prior to trial and in some cases, without prior notice to the alleged infringer. In addition to obtaining an order stopping the infringement and ordering destruction of infringing articles, the court can order payment of any provable damages, including lost profits. The copyright owner can elect to receive “Statutory damages”.
