In these Conditions:
'ANCILLARY COSTS' means the Seller's charges for Value Added Tax and (if applicable) transport, packaging, insurance and any other ancillary costs;
'BUYER' means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;
CONDITIONS' means the standard terms and conditions set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;
'CONTRACT' means the contract for the purchase and sale of the Goods;
'DELIVERY DATE' means the date on which the Goods are delivered pursuant to condition 6;
'GOODS' means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions;
'INTELLECTUAL PROPERTY' means any copyrights, letters, patents, know how, inventions, utility models, registered and unregistered designs, trade and service marks, trade names, logos, patent applications, rights in the nature of copyrights and all other similar rights in the Goods;
'PRICE' means the price for the Goods excluding the Ancillary Costs;
SELLER' means RCS Bridleworks Ltd whose registered office is at 23 Fernbank Crescent, Folkestone, Kent CT19 5SF (registered in England & Wales under number 10427069 ).
2 Basis of the sale
2.1
These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document. Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller and signed by a director of the Seller.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions.
2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3 Orders and specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed by the Seller's authorised representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order submitted.
3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller's price list.
3.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or, where the Goods are to be supplied to the Seller's specification, which do not materially affect their quality or performance.
3.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including without prejudice to the generality of the foregoing loss of profit), costs (including without prejudice to the generality of the foregoing the cost of all labour and materials ordered, whether used or un-used), damages, charges and expenses incurred by the Seller as a result of cancellation.
4 Price
4.1 The Price and the Ancillary Costs shall be that contained in the Seller's current price list or in any current sales literature at the date of acceptance of the order. All Prices and Ancillary Costs quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before the Delivery Date to increase the Price and/or the Ancillary Costs to reflect any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 If the Buyer shall order Goods where the Price (excluding any Ancillary Costs) exceeds £300.00 the Seller shall deliver the Goods free of charge to the Buyer's address in the United Kingdom. In all other cases, where the Seller agrees to deliver Goods otherwise than at the Seller's premises, (or in respect of delivery overseas) the Buyer shall be liable to pay the Seller's charges for transport, packaging and insurance.
4.4 For the avoidance of doubt the Price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
5 Terms of payment
5.1 The Seller may open a credit account for the Buyer if the Buyer first provides a completed application, its bank details and two references acceptable to the Seller.
5.2 Subject to any special terms agreed in writing between the Buyer and the Seller the Seller shall be entitled to invoice the Buyer for the Price and the Ancillary Costs on or at any time after the Delivery Date or if earlier, at any time after the Seller has notified the Buyer that the Goods are ready for collection or the Seller has tendered delivery of the Goods.
5.3 The Buyer shall pay the Price and the Ancillary Costs at the end of the calendar month following the date of the Seller's invoice, and the Seller shall be entitled to recover the Price and the Ancillary Costs, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the Price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
5.4.1 cancel the Contract and/or suspend any further deliveries to the Buyer;
5.4.2 appropriate any payment made by the Buyer to such of the Goods (or goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.4.3 charge the Buyer an interest penalty on any amount unpaid ('Penalty'), at the rate of 5% of the sum of the Price and the Ancillary Costs per month, a part of a month being treated as a full month for the purposes of calculating the penalty interest figure) with a minimum Penalty charge of 5% of sum of the Price of the Ancillary Costs.
6 Delivery
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller's premises or, if some other place for delivery is agreed by the Seller, (being the Buyer's business address) by the Seller delivering the Goods to that place, or if the Buyer wrongfully fails to take delivery of the Goods or has provided incorrect information, then to the place where the Seller has tendered delivery of the Goods
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
7 Risk and property in the Goods
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the Price and the Ancillary Costs and payment for all other goods or services previously or subsequently supplied and all other balances due to the Seller from the Buyer whereupon such title shall pass to the Buyer.
7.3 Until such time as the property in the Goods passes to the Buyer it shall keep the Goods properly and safely stored, protected and insured and identified as the Seller's property, but shall (subject to clause 7.4 hereof) be entitled to use the Goods in the ordinary course of its business.
7.4 The right to use the Goods referred to in clause 7.3 shall automatically cease in the event of the appointment in respect of the Buyer of a receiver or administrative receiver or the presentation of a petition for the liquidation or administration of the Buyer and such right may also be revoked on five days written notice given to the Buyer if the Buyer shall be in default by more than seven days in the payment of any sum due to the Seller.
7.5 Until such time as the property in the Goods passes to the Buyer the Seller its employees or agents shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller, and if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess
the Goods.
7.6 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
7.7 For the avoidance of doubt, the Intellectual Property shall remain at all times the property of the Seller.
8 Warranties and liability
8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be of satisfactory quality.
8.2 The above warranty is given by the Seller subject to the following conditions:
8.2.1 the Seller shall be under no liability if it is established by the Seller that some part of the material used in manufacture was defective;
8.2.2 the Seller shall be under no liability unless the Goods have been returned carriage paid to the Seller or the manufacturer if the same has been requested;
8.2.3 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller's instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller's approval;
8.2.4 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment; and
8.2.5 the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
8.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.