01708 606 800

 info@rlsltd.co.uk

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 info@rlsltd.co.uk

01708 606 800

Terms and Conditions

RL Solutions Ltd Terms and Conditions of Sale

 

  1. Definitions
    1. These Terms and Conditions (“Conditions”) constitute the only basis on which RL Solutions Ltd (a limited liability company registered in England & Wales with company number 6157581) agrees to supply Goods, Equipment, Materials, Consultancy and/or Services, and are subject to update from time to time.
    2. In these Conditions the following terms are defined below:
      • “Agreement” means the contract for the supply of Goods and or Services which includes these Conditions, the Quotation, the Sales Order and the RL Solutions Ltd Documentation that is expressly incorporated by reference by RL Solutions Ltd on the Quotation or Sales Order which is accepted in accordance with clause 2.1.
      • RL Solutions Ltd, registered address The Old Granary, Dunton Road, Basildon, Essex, England, SS15 4DB.
      • “Charges” means the Equipment charges, Software charges, Consumables charges, Rental Charges, Maintenance Charges, Repair Charges or Service charges or any other applicable charges as set out in the Agreement.
      • “Commencement Date” means the date as contained in the Sales Order.
      • “Customer” means the customer identified in the Quotation and/or Sales Order for whom RL Solutions 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 Quotation and/or Sales Order, including labels, ribbons, spare and replacement machine parts.
      • “Deposit” means the upfront sum due to RL Solutions Ltd on acceptance of the Order by the Customer of an amount as set out in clause 10 a), unless agreed otherwise in writing, representing a portion of the total Charges due under the Agreement.
      • “Equipment” means the equipment and hardware which is to be supplied by RL Solutions Ltd and as identified in the Sales Order.
      • “Goods” means any Equipment, Software or Consumables forming the subject of an Order.
      • “Order” means the order by the Customer of such Equipment, Software, Consumables or Services from RL Solutions Ltd as are specified in a Sales Order and which is deemed accepted as set out in clause 6.
      • “Maintenance Services” means the supply of machine maintenance services to the Customer and such Services are subject to the terms of the RL Solutions Ltd Terms and Conditions of Supply of Repair & Maintenance Services in addition to these Conditions.
      • “Party/Parties” means RL Solutions Ltd and/or the third party that has placed an Order with RL Solutions Ltd.
      • “Purchase Order” means a purchase order placed by the Customer with RL Solutions 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 which indicate the Customer’s intention to place an Order with RL Solutions Ltd on the basis of a Quotation and/or Sales Order.
      • “Quotation” means the written quotation or estimate for the Equipment, Consumables, Software and/or Services to be provided by RL Solutions Ltd.
      • “Rental Services” means the supply of machine rental services to the Customer and such Services are subject to the terms of RL Solutions Ltd Terms and Conditions of Supply of Rental Services in addition to these Conditions.
      • “Repair Services” means the supply of one off repair services which are not part of Maintenance Services being supplied by RL Solutions Ltd under a Sales Order.
      • “Services” means the services RL Solutions Ltd shall deliver and are identified in detail in the relevant Service Description in a Quotation and/or Sales Order.
      • “Service Description” means the description of services to be provided by RL Solutions Ltd which may include support services or any other services each as defined in a Quotation and/or Sales Order.
      • “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 supplied by RL Solutions Ltd or its sub-contractors in connection with the provision of the Service, whether integral to Equipment or otherwise.
  2. Agreement
    1. These Conditions shall prevail over any inconsistent terms which the Customer may seek to introduce at any time for the supply of Goods or Services. Such inconsistent terms shall have no effect on any supplies made by RL Solutions Ltd to the Customer and these Conditions are the only conditions which apply to the supply of Goods or Services by RL Solutions Ltd and the only basis upon which RL Solutions Ltd agrees to supply Goods or Services.
    2. Where the Customer operates a Purchase Order system, a contract is formed upon the issue of a Purchase Order by the Customer which is confirmed by a Sales Order by RL Solutions Ltd to the Customer confirming the Goods and/or Services to be supplied to the Customer. Where the Customer does not issue formal Purchase Orders, a contract is formed at the point that the Customer confirms its intention to proceed in accordance with the Sales Order issued by RL Solutions Ltd, whether orally, in writing, or by action (eg payment of a Deposit) and for the avoidance of doubt, the giving of any delivery instructions, the acceptance of or payment for any Goods or Services or any conduct in confirmation of the transaction hereby contemplated shall constitute unqualified acceptance by the Customer of these Conditions.
    3. Once an Order Confirmation has been issued it may not be cancelled in whole or in part without the written consent of RL Solutions Ltd. Consent to cancel and Order will normally only be granted (a) where we can cancel any relevant order placed with our own supplier and (b) on terms that a cancellation charge is paid by the Customer to cover all expenses and charges incurred by us and our loss of profit on the contract.
    4. Any Deposit paid upon Order is non-refundable upon subsequent cancellation by the Customer. If any Agreement is cancelled with the consent of RL Solutions Ltd, the Customer shall in addition, reimburse RL Solutions Ltd for all reasonable costs incurred by RL Solutions Ltd in fulfilling the Order to the date of cancellation.
    5. Upon the placement of a Sales Order for Equipment, RL Solutions Ltd may require the Customer to supply a (non returnable) sample of the Customer’s product for which the Equipment is being supplied in order to develop and test the Equipment. Where this is the case a minimum quality of 100 of each of the Customer’s product must be supplied to RL Solutions Ltd’s designated address notified to the Customer within the EU, at its own cost and risk.
    6. Where the Services include Rental Services the terms of the RL Solutions Ltd Terms and Conditions of Rental of Equipment also apply, in addition to these Conditions.
    7. Where the Services include Maintenance Services the terms of the RL Solutions Ltd Terms and Conditions of Supply of Maintenance Services also apply, in addition to these Conditions.
  3. Quotations
    1. Quotations will be given by RL Solutions 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 RL Solutions Ltd. Quotations are not legally binding on RL Solutions Ltd unless a Sales Order has been issued by RL Solutions Ltd.
    2. All prices quoted are ex-works exclusive of carriage, transit, packing, insurance and VAT unless expressly stated otherwise.
    3. RL Solutions Ltd reserves the right to revise or alter Quotations before an Sales Order is issued in the event of any unforeseen rise in the cost to RL Solutions Ltd of manufacture and/or supply of Goods and/or Services.
    4. The Customer warrants that information supplied to RL Solutions Ltd for the purpose of Quotation is accurate 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 Goods or Services, RL Solutions Ltd reserves the right to revise all Charges by way of revised Quotation, which Quotation shall be deemed the only Quotation for the purpose of this Agreement. In the event that work has commenced by RL Solutions Ltd on the basis of inaccurate or incorrect information or information proving different in practice to that supplied by the Customer prior to the Sales Order, RL Solutions 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 RL Solutions Ltd to that date, which sum shall be payable in accordance with these Conditions.
    5. RL Solutions 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 RL Solutions 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. Intellectual Property
    1. Any drawings, models or illustrations or other information issued by RL Solutions Ltd or contained in price lists or any other literature shall be treated as the exclusive confidential property of RL Solutions Ltd to which RL Solutions Ltd reserves all copyright and the Customer shall take all necessary and proper steps to ensure that the same are returned in good condition (or destroyed at RL Solutions Ltd’s sole discretion) and that no copies are taken and no details are given to third parties without our prior written consent.
    2. The intellectual property in the design of the Goods covered by the Agreement shall, subject to any existing rights of any third party in any design or invention incorporated or used in the design of the Goods, remain exclusively the property of RL Solutions Ltd and neither the Customer nor any agent, contractor or other person authorised by the Customer nor any other person, firm, company shall at any time make use of the design or any part thereof otherwise than in accordance with the Agreement.
    3. The Customer shall at all times do all things necessary to protect any copyright or patentable intellectual property owned by RL Solutions Ltd and to bring to the attention of RL Solutions Ltd any potential breaches of copyright or patent or any other interference by others which may prejudice or otherwise affect the interest of RL Solutions Ltd. The Customer’s use of the Goods or Services should not infringe the intellectual property rights of third parties and RL Solutions Ltd accepts no responsibility for the use of the Goods or Services in a way that infringes the intellectual property rights of third parties. Where the Customer uses the Goods or Services for purposes other than those described at the time of the Agreement, or chooses to modify the Goods or Services for its own use, then the Customer shall be responsible for such modifications and the Customer shall hold Supplier harmless from any and all liability that may arise from its modified use of the Goods or Services.
    4. All label designs undertaken by RL Solutions Ltd must be verified and signed off by the Customer to ensure all information contained therein, including barcodes, is correct. RL Solutions Ltd will not be held responsible for the accuracy of label designs and data.
    5. If RL Solutions Ltd shall submit drawings or descriptions, the Customer shall approve them within the time given in the Sales Order, or, if no time limit is specified, within 7 days of receipt. If the Customer has not replied in writing within the deadline, they shall be deemed to have been approved by the Customer.
    6. Every effort is made to ensure that the latest specification and design are available and we reserve the right to incorporate changes in design, construction, composition, materials, arrangement or equipment as we shall think fit without notifying the Customer and to supply Goods which may not be in strict accordance with the agreed specification. All particulars given by us relating to technical performance, dimensions, capacity, output, consumption and weight of any Products and all illustrations, descriptions, specifications and drawings are given as accurately as possible but are approximate only and all such material contained in brochures, catalogues, price lists, and other advertising matter is intended merely to present a general idea of the Products described therein and none of such material shall form part of the Agreement and Products may vary slightly.
    7. The Customer warrants and guarantees that it will not reverse engineer, distribute, publicly display, publicly perform, or sublicense the Goods or Services supplied or performed by RL Solutions Ltd (including without limitation any derivative work thereof) without the prior written consent of RL Solutions Ltd.
    8. RL Solutions Ltd has not agreed to and does not agree to treat as confidential any suggestion or idea for improving or otherwise modifying any of its products or services (“Feedback”) that the Customer provides and nothing in these Conditions or in the parties’ dealings arising out of or related to these Conditions will restrict the RL Solutions Ltd’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting the Customer in question.
  5. Delivery
    1. Unless otherwise agreed in writing delivery shall mean “delivery ex-Works”; all prices are exclusive of any additional charges whether in respect of insurance, shipping carriage, any costs of dismantling, loading, unloading, installations or any special packing or alteration to the order required by the Customer, taxes or duties or otherwise howsoever all of which shall be for the Customer’s account.
    2. Where RL Solutions Ltd is responsible for delivery of the Goods and/or Services in the Sales Order, RL Solutions Ltd shall use its reasonable commercial endeavours to deliver or complete or procure the delivery of the Goods and/or Services to such location as stated in the Sales Order on or before any specified date for delivery.
    3. Where delivery is made by us or our agents the Customer will provide safe and proper means of access to the Customer’s delivery points for us and our agents and if appropriate any vehicles used by us or our agents and carriers. If the Customer fails to provide suitable means or facilities for the reception and unloading of the Goods we shall be entitled to charge the Customer for any additional costs and time thereby incurred or spent by us. Off-loading and storing of the Goods are the responsibility of the Customer alone and we shall not be responsible for any costs or damage to the Products in connection therewith.
    4. Unless specifically agreed, delivery date is not “of the essence”. Delivery dates are subject to confirmation and may be varied by RL Solutions Ltd on giving reasonable notice to the Customer in writing and we cannot accept responsibility for any failure to deliver or late delivery due to circumstances beyond our control.
    5. The Customer shall provide sufficient labour and equipment to offload the Goods at the place of delivery. Delivery may be made in instalments.
    6. When the Charges quoted includes delivery, RL Solutions Ltd shall repair or replace free of charge any Goods damaged in transit or not delivered in accordance with the advice note.
  6. Acceptance
    1. All Goods must be examined by the Customer immediately on receipt. Crates and other packaging material are to be checked prior to acceptance to determine any damage or theft.
    2. Unless we are notified to the contrary by telephone or email on the day of delivery and such notification is confirmed in writing within two days, the Goods shall be deemed to have been accepted by the Customer as being in good condition and in accordance with the Agreement.
    3. The delivered Goods are to be accepted by the Customer if they have no more than immaterial defects which do not materially affect the purpose for which they were procured.
      1. Damaged Goods are to be accepted from the carrier only after obtaining the carrier’s 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.
      2. All damaged Goods which are accepted must be kept for inspection by RL Solutions Ltd or the carrier until otherwise advised by RL Solutions Ltd.
      3. In the event that Goods ordered are not received by a specified delivery date, RL Solutions Ltd must be notified thereof in writing immediately.
    1. Failure to observe the above conditions may result in RL Solutions Ltd rejecting any claim for rectification or resupply of damaged or missing Goods. RL Solutions 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. The Customer shall not be entitled to withhold payment of all or any of the purchase price while any claim is being investigated by us.
  2. Installation
    1. Installation of Goods will be subject to the following conditions:
    1. Quotations will be given for installation, such Quotations being subject to the provisions contained in clause 3 of these Conditions and 7.1.3 of this clause.
    2. The Customer will ensure that RL Solutions Ltd has access to the delivery site and all necessary facilities for the installation, fitting and movement of Goods, testing and use or other facilities as specified by RL Solutions Ltd.
    3. The Customer will ensure that sufficient and representative samples are made available for testing the Goods, and that all necessary staff members required to use the Goods are made available for training on the day of the agreed installation, at times agreed with the installing RL Solutions Ltd representative.
    4. RL Solutions Ltd will not be responsible for making good any other works, equipment or facilities of the Customer in order to install the Goods supplied by RL Solutions Ltd, unless specifically set out in the Agreement.
    5. The Customer will provide adequate insurance cover for RL Solutions Ltd on site and will in any event indemnify RL Solutions Ltd against any costs, claims, demands or other expenses incurred by RL Solutions Ltd or its staff as a result of the loss or damage incurred by RL Solutions Ltd during the course of any installation.
  1. Title, Risk and Ownership
    1. When the Charges do not include delivery, risk in the Goods passes to the Customer when the Goods leave our factory premises and the Customer should arrange for its own carrier and insurance.
    2. When the Charges do not include delivery, risk in the Goods shall pass to Customer on their delivery to the Customer.
    3. Title in the Goods shall pass to the Customer on receipt by RL Solutions Ltd of full and cleared payment for the price of the Goods (including VAT) as set out in the Sales Order. RL Solutions Ltd retains the right to access and recover any Goods which are not fully paid for.
    4. Where third party intellectual property is used as part of the Goods or Services, such intellectual property rights therein 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.
  2. Maintenance & Repair
    1. The Customer is responsible for all maintenance and repair of the Goods unless agreed otherwise in the Sales Order.
    2. Where Maintenance Services do not form part of a Sales Order to maintain the supply of Equipment to the Customer, the Customer may nonetheless request RL Solutions Ltd to carry out ad hoc repairs to Equipment by putting in place a further Sales Order for such Repair Services.
    3. Where Maintenance Services form part of the Sales Order the initial duration of the Maintenance Term will be specified in the Sales Order (“Maintenance Term”). The Maintenance Services shall automatically renew at the expiration of the initial Maintenance Term for successive periods of 12 months, unless or until either party gives the other not less than 30 days notice to terminate the Maintenance Services at any time.
  3. Warranties
    1. RL Solutions 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 and that the Goods will be of normal industrial quality.
    2. The warranties and remedies given by RL Solutions 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 RL Solutions Ltd (with all necessary changes) and are subject to any relevant limitations and exclusions imposed by such manufacturer or owner. RL Solutions 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 Goods not manufactured by us but supplied by us shall be to give the Customer the benefit of any manufacturer’s guarantee or other rights (if any) which are available to us against the manufacturer or its own supplier of such goods or materials.
    3. Any open source software provided by RL Solutions Ltd in connection with the Goods or Services may be used in accordance with the terms and conditions of the specific license under which it is distributed but is provided “as is” and without any warranty, whether express or implied, by RL Solutions Ltd.
    4. The Customer’s sole remedy for breach of any warranty herein is to require RL Solutions Ltd to repair, replace or refund (at RL Solutions Ltd’s option) the defective item within a reasonable time at no charge to the Customer provided any such defect is notified to RL Solutions Ltd during the applicable warranty period agreed in the Quotation. The Customer shall provide all information as may be reasonably necessary to assist RL Solutions Ltd in repairing the defective item including, without limitation, sufficient information to enable RL Solutions Ltd to re-create the defect so as to remedy it.
    5. RL Solutions Ltd shall not be liable for a breach of the warranties in clause 10.2if such breach arises directly or indirectly as a result of any of the following:
      1. The Customer makes or causes to be made any modifications to the Equipment, Consumables or Software without RL Solutions Ltd’s consent.
      2. The Equipment, Consumable or Software is used in combination with any machinery, software and/or materials not supplied by RL Solutions Ltd or not recommended by RL Solutions Ltd.
      3. The Software, Equipment or Consumable is not used in accordance with the manufacturer’s instructions or those provided by RL Solutions Ltd or for a purpose for which it was not manufactured.
      4. Causes external to the Software, Consumables or Equipment which were not within the reasonable control of RL Solutions Ltd including but not limited to failure or fluctuations of electrical power, fire, flood or other natural disasters commonly regarded as force majeure events.
      5. The defect is not brought to RL Solutions Ltds attention during the warranty period agreed in the Agreement.
      6. The defect is not brought to RL Solutions Ltd’s attention within 3 months of the discovery of the defect.
  1. Charges and Payment
    1. RL Solutions Ltd shall supply and the Customer shall pay the Charges for Goods and/or Services as set out in the Order in accordance with these Conditions.
    2. Charges quoted are based on the cost of materials, labour, transport, duties, levies, currency exchange rates and statutory obligations ruling at the date of Quotation and based upon the Customer’s specifications supplied at the time of quotation. If, before delivery of all of the Goods or Services there occurs any increase in any of such costs, a material change in the Customer’s specifications, a regulatory or governmental change or other act of force majeure which has a material impact on the Charges, the price payable may be increased to allow for such increase.
    3. The Customer shall pay to RL Solutions Ltd all Charges due for the sale and supply of Equipment, together with taxes and charges due thereon in the following manner, unless otherwise agreed between the Parties in writing in the Agreement:
      1. 40% payable immediately upon submission of the first invoice following the Order Conformation, by way of a non-refundable Deposit.
      2. 50% payable prior to despatch or delivery of the Goods or Services by RL Solutions Ltd payable immediately upon submission.
      3. 10% payable within thirty days of the date of RL Solutions Ltd’s final invoice.
      4. RL Solutions 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.
    1. The Customer shall pay to RL Solutions Ltd all Charges due for the sale and supply of Rental Services monthly in advance on the payment date specified in the Sales Order (without the receipt of a monthly invoice), unless otherwise agreed between the Parties in writing in the Agreement.
    2. The Customer shall pay to RL Solutions Ltd all Charges due for the sale and supply of Maintenance Services annually in advance on the payment date specified in the Sales Order, unless otherwise agreed between the Parties in writing in the Agreement.
    3. The Customer shall pay to RL Solutions Ltd all Charges due for the sale and supply of Consumables and Repair Services monthly in arrears and payment shall be made within 30 days of the date of invoice, unless otherwise agreed between the Parties in writing in the Agreement.
    4. Unless such costs are included within the Charges in the Sales Order, the Customer shall, within 30 days after the receipt of an invoice from RL Solutions Ltd, reimburse RL Solutions Ltd for all travelling, accommodation and other expenses reasonably incurred by any representatives of RL Solutions Ltd in connection with the performance by RL Solutions Ltd of its obligations under this Agreement.
    5. No deduction shall be made by the Customer from RL Solutions Ltd invoices or Charges for any reason whatsoever. The existence of claims or purported claims against RL Solutions Ltd shall not be a valid reason for withholding payment.
    6. All Goods shall remain the property of RL Solutions Ltd until payment by the Customer of all Charges. Delivery of Goods shall not constitute the passing of title by RL Solutions Ltd and RL Solutions 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 RL Solutions Ltd right of entry during normal business hours to any premises in which the Goods are situated for such repossession.
    7. Where Services are being provided under a Sales Order for a term in excess of 12 months, RL Solutions Ltd reserves the right to increase the Charges for inflation upon giving the Customer not less than 30 days prior written notice of the increase in Charges.
    8. RL Solutions Ltd’s Charges are expressed in the currency indicated in the relevant Quotation (the “Baseline Currency”). Any Charges to be invoiced in another currency will be exchanged using the exchange rate published by the Bank of England on the date of the Sales Order unless otherwise specified (the “Baseline Exchange Rate”). RL Solutions Ltd may review the exchange rate each quarter and should the exchange rate fluctuate +- 5% from the Baseline Exchange Rate, RL Solutions Ltd may adjust the Charges to reflect the updated exchange rate against the Baseline Currency for all subsequent invoices issued under the relevant Sales Order.
  2. Sales of Consumables
    1. RL Solutions Ltd makes available Consumables to its Customers for use with Equipment supplied by RL Solutions Ltd or procured from third parties. It is the Customer’s responsibility to ensure that it orders the correct Consumable. Returns cannot be accepted of Consumables which have been opened, used or damaged and Consumables are non returnable and non refundable once opened or used unless the Customer can demonstrate the Consumable was defective or faulty upon delivery in accordance with clause 6.
  3. Limitation
    1. Subject to clause 13.3 in no event shall RL Solutions Ltd be liable in contract, tort (including negligence), breach of statutory duty or otherwise howsoever for any of the following under any Agreement:
    1. Loss of profit.
    2. Loss of business.
    3. Loss of goodwill.
    4. Loss of contracts.
    5. Loss of revenues.
    6. Loss of anticipated savings.
    7. Increased costs or expenses.
    8. Loss of, damage to or corruption of data.
    9. Remedial costs.
    10. Loss of staff time.
    11. Special, indirect or consequential loss or damage of any nature whatsoever, whatever the cause thereof arising out of or in connection with the Agreement.
    1. Subject to clause 13.3 and without prejudice to clauses 13.1 and 11.3 and the Customer’s obligations to pay any Charges hereunder, 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 RL Solutions Ltd under the Agreement for Goods or Services.
    2. 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.
    3. The Customer shall indemnify RL Solutions Ltd against all demands, claims, damages, charges, liabilities, costs and expenses which may be incurred or sustained by RL Solutions Ltd by reason of or arising directly or indirectly out of any third party claims or rights or otherwise howsoever, in respect of any Goods manufactured or Services supplied in accordance with any specification, design, information, equipment or instruction given by or on behalf of the Customer, and whether relating to the infringement or the alleged infringement of a patent, copyright, registered design or other protected industrial right or property or otherwise howsoever.
    4. RL Solutions Ltd shall not have any liability for any claim of infringement of intellectual property rights: (a) caused or contributed to by Customer’s use, possession or operation of the Goods or Services other than in accordance with the terms of these Conditions; (b) caused or contributed to by Customer’s development or modification of the Goods or Services or any part of the Services or any use of the Goods or any part of the Services in combination with any other materials or software not supplied by RL Solutions Ltd; (c) based on use of any version of the Goods or any part of the Services other than the latest version supplied by RL Solutions Ltd if such claim could have been avoided by the use of such supplied version; (d) where the claim for infringement arises in respect of a feature of the Goods or Services which was specified by Customer.
    5. RL Solutions 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.
  2. Export
    1. The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and notifying RL Solutions Ltd the requirements of any such legislation or regulations requiring action on the part of RL Solutions Ltd and for the payment of any duties in connection with the Goods.
  3. Miscellaneous
    1. RL Solutions Ltd shall process any personal data supplied by the Customer in accordance with RL Solutions Ltd’s Privacy Notice.
    2. Each party shall ensure that it complies with all applicable data protection and data privacy laws and legislation in its dealings with the other.
    3. Each party shall ensure that it complies with all applicable anti-bribery legislation, regulations, codes and/or sanctions, both national and foreign, including the US Foreign Corrupt Practices Act of 1977 as amended, and the UK Bribery Act 2010 in carrying out the Agreement and failure to do so shall entitle the other Party to terminate the Contract immediately without notice or penalty.
    4. Each Party shall treat as confidential such information obtained from the other during the course of negotiations and pursuant to an Agreement (including, where the Customer is the recipient, without limitation, the Software, the Equipment, the Consumables and the Charges, Quotations, designs and drawings produced uniquely for the Customer) and shall not divulge such information to any person (except to such Party’s own employees and then only to 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.
    5. The Customer may not solicit (whether directly or indirectly) the employment of any of RL Solutions Ltd’s employees who are directly involved in the performance of an Agreement during the performance of the Agreement, or for 12 months thereafter and in the event that a Customer does solicit any such employees as aforesaid, the Customer shall indemnify RL Solutions Ltd for any and all costs incurred by RL Solutions Ltd as a result of the disruption caused, including agency fees.
    6. The Customer shall not assign the benefit of this Agreement in whole or in part without the prior written consent of RL Solutions Ltd.
    7. Neither Party shall be responsible for any delay or failure to perform these obligations for reasons beyond its reasonable control due to force majeure which is notified to the other party, and the time for performance shall be extended accordingly.
    8. Save as expressly stated herein the Parties hereby expressly exclude the provisions of the Contracts (Rights of Third Parties) Act 1999.
    9. It is intended that the limitations set out in these Conditions apply to any and all liability or cause of action however alleged or arising, including without limitation, negligence, professional errors and omissions and breach of contract, and whether arising in common law, tort or otherwise, unless otherwise prohibited by law. No limitation of liability in these Conditions shall limit or exclude any liability for fraud.
    10. The UK shall be considered the principal place of performance of services or publication of material over the Internet and these Conditions and the Agreement shall be governed by and construed in accordance with the laws of England and Wales and the Parties hereby agree to submit to the exclusive jurisdiction of the English Courts.
    11. No failure or delay 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 and shall not be construed to be a waiver nor operate so as to preclude the exercise or enforcement thereof at any subsequent time or on any subsequent occasion.
    12. 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.
    13. 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.
    14. Any notice required to be given hereunder shall be sent to the address of the recipient given on the Sales Order. A notice shall be deemed to have been served if by hand when delivered and if by first class post, 48 hours after posting.
    15. 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 or to have been given one day after being sent by overnight courier delivery.

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01708 606 800
info@rlsltd.co.uk
RL Solutions Ltd
Victory House
Thames Industrial Estate
East Tilbury
Essex
RM18 8RH

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