RL Solutions Ltd terms and conditions of Trade
These Terms and Conditions (“Conditions”) constitute the only basis on which RL SOLUTIONS LTD, (“RLS LTD” or “The Company”) agrees to supply Goods, Equipment, Materials,Consultancy and/or Services.
In these Conditions the following terms are defined below :
“Agreement” means these Conditions, the Order Confirmation and the RLS LTD Documentation that is expressly incorporated by reference by RLS LTD on the Order Confirmation, or by any other written or electronic means.
“RLS LTD”means RL SOLUTIONS LTD, registered address 21 Gunning Road, Grays, Essex, RM176UQ.
“RLS LTD Documentation” means the applicable, valid and current Quotation, Order Confirmation, Service Description or any correspondence relating to these Conditions.
“Charges” means the Equipment charges, Software charges, Consumables charges, Service charges or any other applicable charges as set out in the Agreement.
“Commencement Date” means the date as contained in the Order Confirmation.
“Customer” means the customer identified in the Quotation, Order Confirmation and / or Service Description for whom RLS LTD is to supply the Equipment, Software, Consumables and / or Services.
“Consumables” means the products that the Customer uses recurrently which are to be supplied and as identified in the Order Confirmation.
“Deposit” means the sum due to RLS LTD on submission of the Order Confirmation of anamount as set out in clause 10 a), unless agreed otherwise in writing.
“Equipment”means the equipment and hardware which is to be supplied and as identified inthe Order Confirmation.
“Goods” meansany Equipment, Software or Consumables forming the subject of an Order.
“Order” means the order by the Customer of such Equipment, Software, Consumables or Servicesfrom RLS LTD as are specified in a Purchase Order.
“Order Confirmation” means the RLS LTD Order Confirmation incorporating theseConditions and/or the Customer’s Purchase Order which may be accepted by RLS LTD in accordance with clause 3.4 provided that these Conditions are automatically incorporated into such Purchase Order and subject always to clause 2.1.
“Party / Parties” means RLS LTD and / or the third party that has placed an Order with RLS LTD.
“Purchase Order” means a purchase order placed by the Customer with RLS LTD for Services which may be by way of formal written purchase order in the Customer’s standard format or by way of other instructions to carry out Services, whether in writing or agreed orally between the Parties.
“Quotation” means the written quotation or estimate for the Equipment, Consumables, Software and / or Services to be provided by RLS LTD.
“Services”means the services RLS LTD shall deliver and are identified in detail in therelevant Service Description.
“Service Description” means the description of services to be provided by RLS LTD whichmay include support services or any other services each as defined in a Service Description within the Agreement.
“Software”means the software programs and each and every component thereof, including all upgrades or releases thereof, non-chargeable developments existing now or made available in the future, and all related documentation, which may be suppliedby RLS LTD or its sub-contractors in connection with the provision of theService, whether integral to Equipment or otherwise.
Notwithstanding a duly executed agreement signed by both Parties to the contrary, the Parties contract on these Conditions which shall prevail over any inconsistent terms which the Customer may seek to introduce on any Purchase Order or any other communication for the supply of Equipment, Software, Consumables or Services.Such inconsistent terms shall have no effect on any supplies made by RLS LTD to the Customer and these Conditions are the only conditions which apply to the supply of Equipment, Software, Consumables or Services by RLS LTD.
RLS LTD shall supply and the Customer shall pay the Charges for Goods and/or Services as setout in the Order Confirmation in accordance with these Conditions.
Once an Order Confirmation has been issued it may not be cancelled without the writtenconsent of RLS LTD. Any Deposit paid upon Order Confirmation is non refundable upon subsequent cancellation by the Customer. If any Agreement is cancelled with the consent of RLS LTD, the Customer shall in addition, reimburse RLS LTD for all reasonable costs incurred by RLS LTD in fulfilling the Order to the date of cancellation.
3. Quotations,Orders and Acceptances
Quotations will be given by RLS LTD in writing and shall remain valid for a period of 30 days from the date of issue and thereafter be deemed invalid unless confirmed to the contrary by RLS LTD.
All prices quoted are ex-works exclusive of carriage, transit, packing, insurance and VATunless expressly stated otherwise.
Quotations shall not be deemed to bind RLS LTD or form any contractual liability unless and until the Customer places a Purchase Order in writing and that Purchase Order is accepted by RLS LTD in accordance with clause 3.4 hereof.
Orders made by the Customer to RLS LTD shall not bind RLS LTD or form any contractualliability unless and until the earlier of (i) the return by RLS LTD of an OrderConfirmation to the Customer or (ii) upon RLS LTD acting in accordance with theCustomer’s instructions in the Purchase Order.
RLS LTD reserves the right to revise or alter Quotations before an Order Confirmationis issued in the event of any unforeseen rise in the cost to RLS LTD ofmanufacture and/or supply of Equipment, Software Consumables and / or Services.
The Customer warrants that information supplied to RLS LTD for the purpose of Quotation isaccurate and correct. In the event that information so supplied by the Customer proves incorrect or inaccurate or different in practice, or the Customer changes any specifications for the for the supply of Equipment, Software,Consumables or Services, RLS LTD reserves the right to revise all Charges byway of revised Quotation, which Quotation shall be deemed the only Quotation for the purpose of this Agreement. In the event that work has commenced onEquipment by RLS LTD on inaccurate or incorrect information or information proving different in practice to that supplied by the Customer prior to theOrder Confirmation, RLS LTD shall notify the Customer accordingly and the Customer from the date of such notification shall be liable for all additional Charges, costs, expenses and other charges incurred by RLS LTD to that date,which sum shall be payable in accordance with these Conditions.
RLS LTD warrants that all Quotations will be prepared and given in good faith and all reasonable care will be taken in their accuracy but in any event RLS LTD reserve the right to alter construction, materials, sizes and weights of Equipment described in any Quotation, literature or advertisement which may include approximations and do not form a part of the Agreement unless specifically specified therein.
4. Drawings, Models and Illustrations
Any drawings,models or illustrations or other information issued by RLS LTD or contained inprice lists or any other literature shall be treated as the property of RLS LTD and the Customer shall take all necessary and proper steps to ensure that the same are returned in good condition (or destroyed at RLS LTD’s sole discretion)and that no copies are taken and no details are given to third parties.
The Customer shall at all times do all things necessary to protect any copyright orpatentable intellectual property owned by RLS LTD and to bring to the attention of RLS LTD any potential breaches of copyright or patent or any other interference by others which may prejudice or otherwise affect the interest of RLS LTD.
RLS LTD shall use its reasonable endeavours to deliver or complete or procure the delivery of the Equipment, Consumables, Software and / or Services to such location as statedin the Order Confirmation on or before any specified date for delivery. Unless specifically agreed, delivery date is not “of the essence”. Delivery dates are subject to confirmation and may be varied by RLS LTD on giving reasonable notice to the Customer in writing.
The Customer shall provide sufficient labour and equipment to offload the Goods at the placeof delivery. Delivery may be made in instalments
6. Loss ordamage in transit
When the Charges quoted includes delivery, RLS LTD shall repair or replace free ofcharge any Goods damaged in transit or not delivered in accordance with the advice note, subject to the following conditions:
All Goods mustbe examined by the Customer immediately on receipt and in all instances within 2 working days of delivery.
The delivered Goods are to be accepted by the Customer if they have no more than immaterial defects. Crates and other packaging material are to be checked prior to acceptance to determine any damage or theft. Damaged Goods are to be accepted from the carrier only after his written acknowledgement of the damage. A defect in part of a consignment does not entitle the Customer to reject the entire delivery. Where breakage or shortage has been sustained or occurred the carriers receipt note must be endorsed to this effect and the Customer must inaddition notify RLS LTD within 48 hours to this effect.
All damaged Goods which are accepted must be kept for inspection by RLS LTD or the carrier until otherwise advised by RLS LTD.
In the event that Goods ordered are not received by a specified delivery date, RLS LTD mustbe notified thereof in writing immediately.
Failure to observe the above conditions may result in RLS LTD rejecting any claim for rectification or resupply of damaged or missing Goods. RLS LTD’s liability for non-delivery or short delivery or damage in transit shall in any event be limited by and subject to the terms governing the liability of the carrier.
Installation of Goods will be subject to the following conditions
Quotations will be given for installation, such Quotations being subject to the provisions contained in clause 3 of these Conditions and paragraph c) of this clause.
The Customer will ensure that RLS LTD has access to the delivery site and all necessary facilities for the installation, fitting and movement of Equipment, testing anduse or other facilities as specified by RLS LTD.
The Customer will ensure that sufficient and representative samples are made available for Equipment testing, and that all necessary staff members required to use the Equipment are made available for training on the day of the agreed installation, at times agreed with the installing RLS LTD representative.
RLS LTD will not be responsible for making good any other works, equipment or facilities ofthe Customer in order to install the Equipment supplied by RLS LTD, unless specifically set out in the Agreement.
The Customer will provide adequate insurance cover for RLS LTD on site and will in any event indemnify RLS LTD against any costs, claims, demands or other expenses incurredby RLS LTD or its staff as a result of the negligence or other actions of the Customer.
8. Title, Risk and Ownership
Risk in the Goods shall pass to Customer on their delivery to the Customer. Title in the Equipment and Consumables (excluding any rights in Software) shall pass to the Customer on receipt by RLS LTD of full and cleared payment for the price of the Equipment and Consumables (including VAT) as set out in the RLS LTD Documentation. RLS LTD retains the right to access and recover any Goods which are not fully paid for.
In relation to any Software the copyright or other intellectual property rights there in shall remain vested in the owner thereof and the Customer shall where necessary,enter into an intellectual property user licence agreement with the owner of such Software, in such form as may be prescribed by the owner. The Customer shall abide by the terms of and be responsible for any end user licence agreement with the Software owner.
RLS LTD warrants it has the right to provide or procure the provision of the Goods to the Customer and that the Customer shall have the right to use the Goods.
The warranties and remedies given by RLS LTD to Customer in respect of Equipment, Consumables or Software are those which are given by the manufacturer or owner of such Equipment, Consumables or Software to RLS LTD (with all necessary changes) and are subject to any relevant limitations and exclusions imposed by such manufacturer or owner. RLS LTD shall provide Customer with details of such warranties and remedies for breach of such warranties (if applicable) upon request.
The Customer’s sole remedy for breach of any warranties in clause 9.2 is to require RLS LTD to repair, replace or refund (at RLS LTD’s option) the defective item within a reasonable time at no charge to the Customer provided any such defect is notified to RLS LTD during the applicable warranty period. The Customer shall provide all information as may be reasonably necessary to assist RLS LTD inrepairing the defective item including, without limitation, sufficient information to enable RLS LTD to re-create the defect so as to remedy it.
RLS LTD shall not be liable for a breach of the warranties in clause 9.2 if such breach arises directly or indirectly as a result of any of the following:
The Customer makes or causes to be made any modifications to the Equipment, Consumables or Software without RLS LTD’s consent.
The Equipment,Consumable or Software is used in combination with any machinery, softwareand/or materials not supplied by RLS LTD or not recommended by RLS LTD.
The Software,Equipment or Consumable is not used in accordance with the manufacturers instructions or those provided by RLS LTD.
Causes external to the Software, Consumables or Equipment which were not within the reasonable control of RLS LTD including but not limited to failure or fluctuations of electrical power, fire, flood or other natural disasters commonly regarded as force majeure events.
10. Charges and Payment
The Customer shall pay to RLS LTD all Charges due for the sale and supply of Goods and Services, together with taxes and charges due thereon in the following manner, unlessotherwise agreed between the Parties in writing in the Agreement:
40% payable immediately upon submission of the first invoice following the OrderConformation, by way of a non-refundable Deposit.
50% payable prior to despatch or delivery of the Goods or Services by RLS LTD payable immediately upon submission.
10% payable withinthirty days of the date of RLS LTD’s final invoice.
RLS LTD reserves the right to charge interest on all undisputed amounts overdue by more than 30 days at a rate of 8% over the base rate of the Bank of England from time to time.
No deduction shall be made by the Customer from RLS LTD invoices or Charges for any reason whatsoever. The existence of claims or purported claims against RLS LTD shall not be a valid reason for withholding payment.
All Equipment, Consumables and Software shall remain the property of RLS LTD until payment by the Customer of all Charges. Delivery of Equipment shall not constitute the passing of title by RLS LTD and RLS LTD reserve the right to repossess such Goods or part thereof against any unpaid Charges or sums remaining due after a period of sixty days from the time when payment was due and the Customer hereby grants RLS LTD right of entry during normal business hours to any premises in which the Goods are situated for such repossession.
Subject to clause 11.3 in no event shall RLS LTD be liable in contract, tort (including negligence), breach of statutory duty or otherwise howsoever for any of thefollowing:
Loss of profit.
Loss of business.
Loss of goodwill.
Loss of contracts.
Loss of revenues.
Loss of anticipated savings.
Increased costs or expenses.
Loss of, damage to or corruption of data.
Special, indirect or consequential loss or damage of any nature whatsoever, whatever the cause thereof arising out of or in connection with the Agreement.
Subject to clause 11.3 and without prejudice to clauses 11.1 and 11.3 and the Customer’s obligations to pay any Charges here under, the Parties’ maximum liability under this Agreement is limited in respect of each event or series of connected events to the value of all sums actually received by RLS LTD under the Agreement for Goods or Services.
Nothing in this Agreement shall exclude or limit the liability of either Party for death, personal injury or fraudulent misrepresentation caused by its negligence to the extent that the same is prohibited by UK statute.
RLS LTD’s sole obligations and liabilities in respect of the provision of the Goods and Services are as stated in these Conditions and all other representations (innocent or negligent), conditions, warranties and terms express or implied whether by statute, law or otherwise are hereby excluded to the fullest extent permitted by law.
Each Partyshall treat as confidential such information obtained from the other during thecourse of negotiations and pursuant to an Agreement (including, where the Customer is the recipient, without limitation, the Software, the Equipment, the Consumables and the RLS LTD Documentation) and shall not divulge such information to any person (except to such Party’s own employees and then onlyto those employees who need to know the same) without the other Party’s prior written consent provided that this clause shall not extend to information which was rightfully in the possession of such Party. Each Party shall ensure that its employees are aware of and comply with the provisions of this clause.
The Customer may not solicit (whether directly or indirectly) the employment of any of RLSLTD’s employees who are directly involved in the performance of an Agreement during the performance of the Agreement, or for 12 months there after and in the event that a Customer does solicit any such employees as afore said, theCustomer shall indemnify RLS LTD for any and all costs incurred by RLS LTD as a result of the disruption caused, including agency fees.
The Customer shall not assign the benefit of this Agreement in whole or in part without theprior written consent of RLS LTD.
Neither Party shall be responsible for any failure to perform these obligations for reasons beyond its reasonable control due to force majeure.
Save as expressly stated herein the Parties hereby expressly exclude the provisions ofthe Contracts (Rights of Third Parties) Act 1999.
The UK shall be considered the principal place of performance of services or publication ofmaterial over the Internet and these Conditions and the Agreement shall be governed by and construed in accordance with the laws of England and Wales andthe Parties hereby agree to submit to the exclusive jurisdiction of the English Courts.
No failure ordelay of either Party in exercising any right, power, or privilege under these Conditions (and no course of dealing between the Parties) shall operate as a waiver thereof.
If any provision of these Conditions or any part of such provision is held invalid or unenforceable, the remainder of the provisions contained herein will not be affected thereby and each remaining provision or part thereof will be valid and enforceable to the full extent permitted by law.
This Agreement is not intended to create a joint venture or partnership between the Parties and neither Party is authorised to act as the agent of the other.
Any notices or communications concerning an Agreement (except communications relating to the Goods or Services for which facsimile transmission or email is sufficient) should be in writing and served by prepaid first class post or by courier and shall be deemed to have been given five (5) business days following posting orto have been given one day after being sent by overnight courier delivery.