1. Definitions
In these Terms of Business all references to:-
(a) "the Seller" are to Rivermain Limited
(b) "the Buyer" are to the person, firm or
company to whom a Quotation is issued by the Seller
(c) "Goods" are to goods which are the subject
of a Quotation
(d) "Quotation" are to a binding written quotation
for the supply of Goods made by the Seller in accordance with Term
2;
(e) "Price" are to the price shown in a Quotation
with the addition of any sums payable as provided herein.
(f) "Year 2000 Conformity" are to the meaning
therefor set out in the document published by that part of the British
Standards Institution called DISC entitled "A Definition of
Year 2000 Conformity Requirements" and which has the reference
PD2000-1:1998. In construing the meaning of this definition regard
shall be had to the Amplification of the Definition and Rules set
out in the same document.
2. Quotation and Acceptance
a) Unless the Seller agrees to the contrary in writing,
no Quotation shall be binding on the Seller unless and until accepted
by the Buyer in the manner required therein.
b) Any accepted Quotation may not be subsequently cancelled
or varied by the Buyer without the written agreement of the Seller.
3. The Agreement
a) These Terms (together with the Quotation in question)
shall represent the complete agreement of the Seller and the Buyer
with regard to the supply of the Goods and shall override any differing
terms which may appear or be referred to by the Buyer in any order,
correspondence or other documentation. These Terms shall, unless
the Seller agrees to the contrary in writing, govern all supplies
of Goods of the Seller.
b) No change may be made to these Terms or any Quotation
except with the written consent of the Seller. The right of the
Seller to correct clerical errors in these Terms and/or any Quotation
is reserved.
4. Specifications
a) The Seller gives no undertaking that the Goods are
fit for any particular purpose and the Buyer, having greater knowledge
of its own requirements, relies on its own skill and judgement in
evaluating the suitability of the Goods for its purpose.
b) The Buyer will note that the Goods are not supplied
installed with operating system software.
5. Prices
a) The price shown in the Quotation is exclusive of
value added tax or any other tax and the costs of delivery, carriage
and storage.
b) The Seller may without giving written notice to
the Buyer vary the Price if:-
i) any alteration in the supply of the
Goods is made with the agreement of or at the request of the Buyer;
ii) there is any suspension of or hinderance
to the supply of the Goods as a result of the Buyer's instructions
or failure to give instructions, or failure to accept delivery or
undertake collection.
c) The Buyer shall not be entitled to make any deduction
from the Price in respect of any alleged right of set-off or counter-claim.
6. Terms of Payment
a) Except as otherwise provided in the Quotation, the
Price shall be due in full in pounds sterling within 30 days of
the Seller's invoice, which may be issued at any time after delivery
of the Goods or their collection as the case may be.
b) The time of payment of the Price shall be of the
essence, and in the event of any payment being overdue, the Seller
shall be entitled to charge interest on the amount remaining overdue
from time to time at the rate of 3% above the base rate of Barclays
Bank plc from the date when the payment becomes due (whether demanded
or not) until the overdue amounts are paid. The Seller reserves
the right to suspend further supply of Goods and/or cancel any allowance
of further credit in the event of any payments not being made when
due or if the Seller in its sole discretion at any time considers
the financial condition of the Buyer has ceased to justify any such
terms being permitted.
7. Delivery and Risk
a) Except as otherwise provided in the Quotation, the
Seller will undertake delivery of the Goods to the Buyer. Delivery
of the Goods to the carrier shall constitute delivery thereof to
the Buyer and thereafter such Goods shall be at the Buyer's risk.
Any claim for damage occurring after such delivery should be directed
by the Buyer to the carrier.
b) Any periods or dates stated in the Quotation for
delivery of the Goods or their availability for collection, as the
case may be, are the Seller's best estimates but are not contractual
statements. Should the Seller's estimates prove inaccurate, it shall
use its reasonable endeavours to notify the Buyer of the rescheduled
periods or dates for delivery/collection at the earliest reasonable
opportunity.
8. Passing of Property
No title to the Goods shall pass to the Buyer until the Buyer has
paid the Price in full to the Seller. Until title is passed, the
Seller will be entitled to repossess the Goods (or such part thereof
as the Seller may determine) from any premises where they may be.
For the purposes of repossessing the Goods (or any part thereof)
the Buyer shall permit the Seller, its employees, and/or agents
to enter upon such premises and the Buyer shall pay to the Seller
the cost of removal and transport of the Goods so repossessed. Nothing
in this Term shall confer any right on the Buyer to return the Goods,
or refuse or delay payment of the Price or shall affect the passing
of risk as provided in Term 7.
9. Acceptance of Statutory Liability
a) The Seller does not seek to exclude or restrict any
liability it may have for death or personal injury resulting from
the negligence of the Seller, its employees, agents or sub-contractors.
b) The Seller does not exclude or restrict any of its
legal obligations arising under Section 12 of the Sale of Goods
Act 1979.
10. Warranty
a) Except as otherwise provided in the Quotation, the
Seller warrants Goods which are second user and/or refurbished against
defects in design, materials and workmanship which become apparent
within 30 days of the date of delivery to the Buyer and this period
shall hereinafter be called "the Warranty Period".
b) The Seller's obligations under this Warranty are
limited to repairing or at its option supplying on an exchange basis
replacements for any defective Goods or part(s) thereof and making
good any defect(s) in the Goods which may develop under normal and
proper use within the Warranty Period.
c) In the event of the Buyer becoming aware of a defect
in the Goods during the Warranty Period, the Buyer shall promptly
supply the Seller with written particulars of such defect and use
its best endeavours to provide to the Buyer all information and
particulars required and all access and other reasonable facilities
necessary to enable the Buyer to ascertain and verify the nature
and cause of the defect and to carry out its Warranty obligations
hereunder.
d) The above Warranty shall not apply to any defect
in the Goods where such defect is caused in whole (or in part) by
alteration or addition to the Goods (other than by the Seller) or
by use or storage of the Goods in a manner reasonably considered
by the Seller to be improper or for purposes for which the Goods
were not designed, or by faulty installation, maintenance or repair
by the Buyer or any third party at the Buyer's request.
e) For the avoidance of doubt, the Seller shall be
under no liability whatsoever to repair replace or make good any
loss, damage or defect which results from wear and tear, accident,
neglect, misuse or events referred to in Term 15.
f) When any defective Goods are repaired or replaced,
these Terms shall apply to the repaired/replacement Goods for the
unexpired balance of the Warranty Period calculated from the date
of repair or replacement, as the case may be.
g) The above Warranty does not apply to any Goods where
it is impracticable or unsafe for the Seller to comply with the
same. Where notwithstanding the Seller's best endeavours to meet
its Warranty obligations hereunder it is unable to do so, the Seller
may at its option recover the Goods and repay the Price to the Buyer.
In such circumstances, the repayment of the Price to the Buyer shall
be in lieu of and replace, exclude and extinguish any outstanding
obligation of the Seller hereunder.
h) The Seller will pass on to the Buyer (insofar as
possible) the benefit of any warranty or guarantee given by the
manufacturer to the Seller in respect of the Goods.
i) All liability under the Warranty ceases at the expiration
of the Warranty Period.
11. Limitation of Liability
a) Subject as aforesaid, the Buyer shall be entitled
to the benefit of the aforementioned Warranty which is given in
lieu of and replaces, excludes and extinguishes all other liability
to the Buyer, whether contractual, tortious or otherwise, for defects
in the Goods (including without limitation whether the Goods meet
the standard of Year 2000 Conformity) or any loss or damage to or
caused by the Goods, and all other conditions, warranties, stipulations
or other statements whatsoever concerning the Goods, whether express
or implied, by statute, common law or otherwise howsoever, are hereby
excluded; in particular (but without limitation) the Seller grants
no warranties regarding the fitness for purpose, performance, use,
nature or satisfactory quality of the Goods, whether express or
implied, by statute, at common law or otherwise howsoever.
b) The Seller shall not be liable in respect of any
damage of whatsoever kind or howsoever caused, whether by reason
of the negligence of the Seller or otherwise, to premises or other
physical property. In the event of legal liability being established
the Seller shall not be liable to pay damages arising from the aforementioned
loss or damage.
c) The Seller shall in no circumstances be liable for
economic or other consequential or indirect loss or damage of the
Buyer, whether arising from the Seller's negligence or otherwise.
In the event of legal liability being established the Seller shall
not be liable to pay damages arising from the aforesaid loss or
damage.
d) Notwithstanding the Terms of Business set out herein,
the Seller does not warrant that the Goods (or any element of them)
will comply with Year 2000 Conformity and the Seller is not liable
for any claims, demands, liabilities, losses, damages, proceedings,
costs or expenses which are brought against or incurred by the Buyer
and/or the Seller as a result of the Goods (or any element of them)
not so complying.
e) In the event of any legal liability being established
against the Seller in respect of the supply of the Goods, then the
Buyer's sole rights of redress against the Seller shall be limited
to a claim or claims for damages the total amount of which shall
in no circumstances exceed the amount received by the Seller from
the Buyer for the Goods.
The Seller and the Buyer agree that the limitations and exclusions
of liability contained herein are, by reference to the Goods supplied,
reasonable and in this connection the Buyer's attention is drawn
particularly to Terms 12 and 13.
12. Insurance
The Price has been calculated and agreed on the basis that the Seller
limits its liability and the Seller recommends that the Buyer arranges
such insurance cover as the Buyer may require in relation to the
supply of the Goods and matters related thereto, such as to include,
without limitation, cover for:-
a) damage to premises or other physical property of
any kind;
b) economic and other consequential or indirect loss
and damage.
13. Year 2000 Conformity
The Price has been calculated on the basis that the Seller excludes
any liability it may have in respect of Goods which do not meet
the standard of Year 2000 Conformity and the Buyer is therefore
advised to make its own enquiries in this regard, undertaking testing
for such Conformity prior to installation of the Goods as soon as
reasonably practicable following their delivery/collection.
14. Indemnity - Third Party Claims
The Buyer agrees to indemnify the Seller against any loss, damage,
costs, claims or expenses incurred by the Seller in respect of any
liability established against the Buyer and/or the Seller by a third
party arising out of or in connection with the supply of the Goods.
15. Force Majeure
a) The Seller cannot accept any liability incurred in
relation to the supply of the Goods wherever and to the extent to
which the fulfilment of the Seller's obligations is prevented, frustrated,
impeded and/or delayed as a consequence of any occurrence beyond
its reasonable control.
b) The Seller undertakes however to make every reasonable
endeavour to overcome any difficulties so occasioned but reserves
the right to cancel, suspend or vary its obligations in these circumstances.
16. Assignment
a) The Seller may assign or otherwise transfer all or
any of its rights, interests or obligations relating to the supply
of Goods without the prior written consent of the Buyer.
b) The Buyer shall not assign or otherwise transfer
all or any of its rights, interests or obligations relating to the
supply of Goods without the prior written consent of the Seller.
17. Confidential Information
The Seller shall treat all procedures, instructions, documents and
other information of any kind whatsoever supplied by the Buyer to
the Seller as strictly confidential (except to the extent that any
such information is available in the public domain) and shall not
without the prior written consent of the Buyer, disclose or part
with possession of any such documents or information or extracts
therefrom or copies thereof or use any such documents or information
otherwise than in connection with the Goods to which they relate.
18. Waiver
The rights of the Seller shall not be prejudiced or restricted by
any indulgence or forbearance extended to the Buyer and no waiver
of any breach shall operate as a waiver of any subsequent breach.
19. English Law and Jurisdiction
The formation and construction of these Terms and the performance
of the supply of the Goods shall be governed in all respects by
English Law.
20. Heading
The headings of these Terms do not form part of the terms and shall
not affect the interpretation thereof.
21. General
If any Term herein or part thereof is held to be invalid for any
reason by any Court or competent authority, it is that extent to
be deemed removed from these Terms without prejudice to the validity
or other effectiveness of the remaining Terms.
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