Terms & Conditions of Sale
Reevite Industrial Mouldings Ltd
Conditions of sale – Online Business Sales
Information about Reevite and defined terms
- The Website www.thegrommetcompany.com is operated by Reevite Industrial Mouldings Limited, company number 01654162, whose registered office is 16 Murdock Road, Bicester, Oxford, OX26 4PP. Our main trading address is 16 Murdock Road, Bicester, Oxford OX26 4PP, and our VAT number is GB 141 3124 22.
- You may contact us by telephoning our customer services team at +44 (0)1869 255440 or by e-mailing us at email@example.com. The requirements for formal notice in accordance with these Conditions is set out in clause 14.3.
In these Conditions: "Seller" means Reevite Industrial Mouldings Limited. "Buyer" means the business or legal person who places an Order for Goods through the Website. "Goods" means the goods (including any instalment of the goods or any parts of them) which the Seller is to supply in accordance with these Conditions. "Order" means the Buyer's order for the Goods placed through the Website. "Conditions" means the standard terms and conditions of sale set out in this document. "Contract" means the contract for the purchase and sale of the Goods. "Force Majeure Event" has the meaning given in clause 12. "Website" means the Seller's website for the sale of Goods through which the Order is placed and incorporating these terms.
Business Sales and Basis of Sale
- The Seller sells Goods through the Website to trade purchasers only, and so by placing an Order, the Buyer confirms that it is purchasing the Goods in the course of business and not as a consumer.
- By placing the Order, the individual acting for the Buyer confirms that he or she has authority to bind the Buyer on whose behalf that individual is using the Website to purchase Goods.
The Seller may amend or update the Conditions from time to time. The Conditions in force at the time an Order is placed shall govern the Contract.
Formation of Contract
- The Website pages set out the steps by which the Order is placed. The Order process allows the Buyer to amend any errors in the draft Order before it is submitted to the Seller. The Buyer is responsible for ensuring that the terms of the Order once submitted by the Buyer are complete and accurate.
- After an Order has been placed, the Seller will send an acknowledgment of receipt of the Order to the Buyer by e-mail. The Seller's acknowledgment does not constitute acceptance of the Order.
- The Seller will confirm its acceptance of the Order by sending an e-mail to the Buyer confirming acceptance of the Order and confirming that the Products have been dispatched (or the estimated dispatch date) together with an estimated delivery and arrival date (Confirmation ). The Contract is formed upon the Seller sending the Confirmation to the Buyer.
In the event that the Seller is unable to supply any Goods (for reasons of stock levels, availability, an error in the displayed pricing or otherwise) it will inform the Buyer by e-mail and the Seller will not process or accept the Order. Where the Buyer has already made payment for the relevant Goods, the Seller will refund such payment to the Buyer.
Basis of Sale
- These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
- The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Seller which is not set out in the Contract.
- Any samples, drawings, descriptive matter, or advertising produced by the Seller and any illustrations contained in the Seller's catalogues or brochures or the Website are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
Any typographical or other error or omission in the Website or any sales literature, quotation, invoice or other documents issued by the Seller shall be subject to correction without any liability on its part.
Orders and Specifications
- The Goods are described on the Website.
- The Seller reserves the right to make any changes in the specification of the Goods to conform with any applicable safety, legislative or other requirements.
No Contract may be cancelled by the Buyer except with the written agreement of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
Price of the Goods
- The price of the Goods shall (subject to clauses 6.2 and 6.3) be the price set out on the Website at the time that the Buyer submits the Order.
- Where the Seller discovers that the price of any relevant Goods on the Website contains an error, the Seller shall (before confirming the Order under clause 3.3) contact the Buyer to inform it of the correct price. The Buyer may elect to continue with its Order, in which case the Seller will send a Confirmation under clause 3.3 including the correct price, or may elect to discontinue its Order in which case the Seller shall treat the Order as cancelled.
- The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller, any change in delivery dates, quantities or specification 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.
- The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Seller will add such additional amounts in respect of VAT as are chargeable on the supply of the Goods to the Order which shall be payable by the Buyer under clause 7.
The price of the Goods is exclusive of delivery costs, which shall be as advised on the Website and which shall be added to Order and shall be payable by the Buyer under clause 7.
Terms of Payment
- The Seller accepts payment for the Goods only by debit card or credit card. The Seller accepts the following cards: American Express, Visa, Mastercard, Maestro.
Payment for the Goods including any applicable VAT and all applicable delivery charges is made in advance. The Seller will charge the Buyer's debit card or credit card on dispatch of the Goods.
- The Goods will be sent to the Buyer by the delivery method specified on the Website (third party carrier). Delivery of the Goods shall be effected by the Seller delivering them to the carrier. Thereafter transport of such Goods shall be subject to the carrier's conditions. The charges for delivery are as set out on the Website.
- Any dates quoted for delivery in the Confirmation or otherwise are approximate only, and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. The Seller may deliver the Goods by instalments.
- The Buyer shall not be entitled to reject the Goods if the Seller delivers up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order on receipt of notice from the Buyer that the wrong quantity of Goods was delivered which the Seller shall charge (or where relevant credit) to the Buyer.
If the Seller fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Seller shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
Risk and property
- The risk in the Goods shall pass to the Buyer on completion of delivery.
Title to the Goods shall pass to the Buyer when payment in full (including relevant VAT and applicable delivery charges) is received by the Seller.
Warranties and Liability
The Seller warrants that on delivery the Goods shall:
- conform in all material respects with their description (and, where applicable, with any relevant specification);
- be free from material defects in design, material and workmanship;
- be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
- be fit for any purpose held out by the Seller.
Subject to clause 10.3, if:
- the Buyer gives notice in writing to the Seller within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 10.1;
- the Seller is given a reasonable opportunity of examining such Goods; and
- the Buyer (if asked to do so by the Seller) returns such Goods to the Seller's place of business at the Buyer's cost, the Seller shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
The Seller shall not be liable for Goods' failure to comply with the warranty set out in clause 10.1 in any of the following events:
- the Buyer makes any further use of such Goods after giving notice in accordance with clause 10.2;
- the defect arises because the Buyer failed to follow the Seller's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
- the defect arises as a result of the Seller following any drawing, design or Specification supplied by the Buyer;
- the Buyer alters or repairs such Goods without the written consent of the Seller;
- the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
- the Goods differ from their description (or where applicable the specification) as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
- Except as provided in this clause 10, the Seller shall have no liability to the Buyer in respect of the Goods' failure to comply with the warranty set out in clause 10.1.
The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
- The Seller warrants that on delivery the Goods shall:
Limitation of liability
Nothing in these Conditions shall limit or exclude the Seller's liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 12 of the Sale of Goods Act 1979;
- defective products under the Consumer Protection Act 1987; or
- any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
Subject to clause 11.1:
- the Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
the Seller's total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 150% of the price of the Goods.
- Nothing in these Conditions shall limit or exclude the Seller's liability for:
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
- Where the Goods are supplied for export from the United Kingdom the provisions of this clause shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provisions of these Conditions.
- The Buyer shall be responsible for complying with any legislation or regulations governing the export of the Goods from the United Kingdom (including, if necessary, satisfying Customs and Excise that VAT is not payable on the price) and the importation of the Goods to the Buyer from the Seller's premises shall be arranged by the Seller at the Buyer's cost (which the Seller may advise separately to the Buyer where the delivery charges on the Website refer to UK deliveries only). Where such cost is initially paid by the Seller, the Seller shall add such cost to the Buyer's Order which shall be payable under clause 7. Delivery of the Goods shall be effected when they are collected by the carrier from the Seller's premises. Thereafter transport of such Goods shall be subject to the carrier's conditions.
In the event that the Goods are subject to any import duties or taxes that are applied when the Goods reach the export destination, the Buyer shall be responsible for any such import duties and taxes. The Buyer is responsible for compliance with all applicable laws and regulations in the country into which the Goods are imported.
Less than five per cent of the items which can be purchased from the Seller are made by sub-contractors. Such sub-contractors are not covered by the Seller's registration, however, those sub-contractors may themselves have ISO9002 registration. Details are available from the Seller on request.
Assignment and other dealings .
- The Seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
- The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Seller.
- Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.3.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by by fax or e-mail, one Business Day after transmission.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- Severance . If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- Waiver . No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
- Third party rights . A person who is not a party to the Contract shall not have any rights to enforce its terms.
- Governing law . The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
- Jurisdiction . Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
- Less than five per cent of the items which can be purchased from the Seller are made by sub-contractors. Such sub-contractors are not covered by the Seller's registration, however, those sub-contractors may themselves have ISO9002 registration. Details are available from the Seller on request.