Bedingungen & Dienstleistungen

Definitions

In these conditions

“SELLER” means ROTO FRANK LIMITED of Swift Point, Rugby, CV21 1QH

“BUYER” means the person or company who accepts a quotation of the Seller for the sale of the Goods or for whose order for the Goods is accepted by the Seller

“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

“HEAD OFFICE OF THE SELLER” means Swift Point, Rugby, CV21 1QH

Conditions

These conditions shall form the basis of the contract between the Seller and the Buyer. Notwithstanding anything to the contrary in the Buyer‘s standard conditions of purchase, these conditions shall apply except so far as ex­pressly agreed in writing by a properly authorised person at the Head Office of the Seller. No servant or agent of the Seller has power to vary these conditions orally or to make representations or promises about the condition of Goods, their fitness for any purpose or any other matter whatsoever.

1. Order Acceptance

Unless otherwise expressly stated in writing, all quotations and estimates by the Seller are invitations to treat. The Buyers order is an offer and will become binding upon the Seller either posting its confirmation of the order or despatching any or all of the Goods contained in the Buyer‘s offer. A confirmed order may only be cancelled or varied with the Seller‘s consent; the giving of the Seller‘s consent shall not in any way prejudice the Seller‘s right to recover from the Buyer full compensation for any loss or expense arising from such cancellation or variation.

2. Guarantee

2.1 The Seller warrants that the Goods conform to the contract specification and to any sample referred to in that specification

2.2 The Seller shall have no liability for any alleged failure of the goods to conform to the contract specification unless such failure is notified to the Head Office of the Seller within 7 days of them being delivered

2.3 If any of the Goods are found not to be in accordance with the contract specifications the Buyer shall

notify the Seller within 7 days of their being delivered. The Buyer will then arrange for the goods to be delivered back to the Seller and if upon examination by the Seller’s the Goods are found not to conform to the contract specification the Seller may, at its sole option, either:

(a) at its own expense replace the Goods found not to be in accordance with the specification; or

(b) reduce the contract price by an amount equivalent to that proportion of the price payable in respect of the Goods found not to conform with the contract specification

2.4 For any such other failure the Buyer must provide the Seller with written notification at the Head Office of the Seller of such failure within 6 months of the date of delivery or (if the Goods have been supplied by

the Seller under a main contract with a defects liability period) the end of the defects liability period whichever is shorter

2.5 The Buyer shall in any case accept and pay at the contract rate for all Goods which conform with the con tract specification

2.6 The Seller shall not be liable for any economic loss suffered by the buyer as a result of the failure of any

goods to conform to the contract specification, including loss of profits, business, goodwill, or other con sequential loss

2.7 The Seller does not warrant that the goods are fit for any particular purpose of the Buyer unless otherwise stated by the Seller

2.8 Save as provided for in this clause the Seller shall have no liability for any defect in the quality of the Goods or their failure to correspond to any description or sample or to be fit for any purpose and all other conditions, warranties, stipulations and undertakings, whether express or implied by statute or common law are excluded

2.9 In the case of components or products not of the Seller‘s manufacture, but supplied by the Seller as part of a contract or order, the Seller will assign to the Buyer its rights against its supplier and these rights shall be taken in extinction of and substitution for any rights which the Buyer would otherwise have had against the Seller

2.10 The liability of the Seller under this guarantee shall be limited to the invoice value of the components replaced or repaired and the Seller shall not be liable for any consequential loss or damage howsoever caused. It shall be the duty of the Buyer to insure against such consequential loss and to hold the Seller harmless therefrom. The Seller shall not be liable under this guarantee for any defect in the Goods resulting directly or indirectly from their misuse by or the negligence of the Buyer.

3. Title, Risk and Insurance

3.1 Goods delivered shall be at the buyers risk from the time they are delivered

3.2 Property in Goods delivered shall not pass to the Buyer until the buyer has paid all sums due to the Seller

(a) in respect of the goods

(b) on any other account

(c) or until the Goods are resold by the Buyer in the normal course of business and at commercially reasonable terms whichever is the earlier

3.3 Until property in the Goods passes to the Buyer in accordance with clause 3.2 the Buyer shall hold them

as bailee for the Seller and shall store them separately from any similar goods of the Buyer or any other person in such a way that they remain identifiable as the Seller’s property

3.4 The Buyer hereby grants the Seller, its agents, and employees and irrevocable licence at any time to enter any premises where the Goods are stored in order to inspect them or, where the Buyer’s right to possession has terminated, recover them

3.5 The Buyer shall from the time when under the terms of these conditions they become the sole risk of the Buyer fully insure the Goods against all risks with a reputable insurance company at its own expense. The insurance shall cover the Seller‘s interest in the Goods, and the Buyer shall hold in a separate bank account all monies paid under such insurance in trust for the Seller and shall pay the same to the Seller on demand.

 

4. Delivery

4.1 Unless otherwise agreed and stated, all quotations and estimates assume delivery in full loads. The Seller reserves the right to charge extra for delivery in part loads where requested by the Buyer

4.2 The Seller will deliver as near as possible to the site as a safe hard road permits

4.3 The Buyer shall provide at their own expense the labour for unloading and stacking: such labour to be available during normal working hours on the day notified by the Seller for delivery. The Buyer shall unload with reasonable despatch. Damage due to inadequate site access or unloading shall be at the Buyer‘s risk

4.4 The Buyer shall note any claim for short delivery and/or for the damage to components on the delivery schedule at the time of delivery and shall confirm such claims in writing to the Sellers Head Office within 7 working days from the date of delivery. Compliance with this requirement shall be a condition precedent to any claim for short delivery and/or damaged components. If short delivery does take place, the Buyer

undertakes not to reject the Goods but to accept the Goods delivered as a part performance of the contract The Seller undertakes to use its best endeavours to have the Goods ready for delivery by the date

agreed for delivery but it is agreed that the Buyer shall not be entitled to terminate this contract by reason of the Seller’s failure to deliver at the agreed date and the Seller accepts no liability for any consequential loss incurred by the Buyer as a result of any late delivery

4.6 Time of delivery shall not be of the essence of the contract unless expressly stipulated in writing.

4.7 If delivery is delayed by strikes, lock outs, fire, accidents, defective materials, delays in receipt of raw

materials or bought-in goods or components, or any other cause beyond the reasonable control of the Seller a

reasonable extension of time for delivery shall be granted and the Buyer shall pay such reasonable extra charges as shall have been occasioned by the delay

4.8 Where the Goods are not delivered by the Seller, but by an independent carrier nominated by the Buyer, delivery to the carrier shall be delivery to the Buyer

4.9 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control

or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:

(a) store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or

(b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and

selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

5. Carriage

The Sellers standard terms of delivery are ex works, unless otherwise expressly stated in writing.

6. Cost Variation

6.1 All quotations and estimates issued by the Seller are, unless otherwise stated, based on current cost of production (materials, hours and wages) and are subject to amendment on or after acceptance to meet any recognised rise or fall in such cost, including exchange rate fluctuations

6.2 Value Added Tax not included in the quotation or estimate will be added where and at the rate applicable.

7. Government Taxes or Levies

Any variation to prices quoted as a result of government taxes and levies will be for the Buyer‘s account.

8. Terms of Payment

8.1 The Buyer shall pay the price of the Goods (less any discount to which the Buyer is entitled, but without any other deduction) in accordance with the Seller’s payment terms of 30 days net, and the Seller shall be entitled to recover the price, 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.

8.2 If the Buyer shall fail to pay promptly, they shall lose the benefit of any previously agreed discount. Failure to make payment at the due date shall entitle the Seller to suspend deliveries until payment is made or to terminate the contract in writing or to treat the contract as repudiated by the Buyer without prejudice to the Seller‘s rights to damages for breach of contract.

8.3 Any delay in making payment for the Goods shall entitle the Seller to charge interest on the outstanding amount at 3% above the base rate charged by the Seller‘s bankers from the due date until the date of ac tual payment. If payment is made more than 30 days after the due date, the Seller is entitled to charge interest on the outstanding amount at 8% above the base rate charged by the Seller’s bankers from the due date until the date of actual payment.

8.4 The Buyer must pay the full invoice price, without any deduction, counterclaim or set off on the grounds of any alleged shortfall in delivery, defect of quality or failure to conform to specification or any other breach of contract by the Seller

9. Packaging

Unless otherwise agreed the Goods shall be delivered in the Seller‘s standard packaging. Special packaging specifi­cations to meet the Buyer‘s requirements must be referred to the Seller for review and acceptance. The Seller shall make a charge for this and the cost will be shown as a separate item on the invoice.

10. Lien

In addition to any right of lien to which the Seller may by law be entitled it shall have a general lien on all Goods of the Buyer in its possession (although such Goods or some of them may have been paid for) for the unpaid price of any other Goods sold and delivered to the Buyer by the Seller under the same or other contracts.

11. Return of Goods

11.1 We will accept Goods for return subject to clause 2. Goods will be accepted in accordance with clause 2 and those Goods that are wrongly supplied by the Seller to the Buyer, but all other Goods will be returned subject to the Sellers prior agreement and upon terms as it shall in its absolute discretion think fit

11.2 All Goods must be accompanied by a Returns Note received from the Seller. A charge is levied after inspection of the Goods upon receipt into the warehouse by the Seller at its discretion

11.3 Freight is payable by the Buyer

12. Waiver

The Seller‘s rights shall not be affected or restricted by any indulgence or forbearance granted to the Buyer. No waiver by the Seller of any breach shall operate as a waiver of any later breach.

13. References

All orders are accepted subject to the Seller obtaining satisfactory trade references for the Buyer

14. Construction

The rights and obligations of the parties and all the terms and conditions hereof and any disputes arising out thereof shall be construed in accordance with English law to the jurisdiction of the courts of which the Buyer shall submit.

onlinesales.uk@roto-frank.com
ftt.roto-frank.com/gb

Roto
Roof Windows and Hardware Ltd
Roof and solar technology

Swift Point Rugby
Warwickshire
CV21 1QH

Information about Online Dispute Resolution

The European Commission provides an online platform (ODR platform) in order to resolve online disputes. The ODR
platform is a web-based platform that is specifically designed to help consumers who have bought goods or services
online and subsequently have a problem with that online purchase without going to court.
The ODR platform is accessible under: http://ec.europa.eu/consumers/odr