| REVAHO
– STANDARD CONDITIONS OF SALE |
| 1 |
Definitions |
| In these conditions,
the following definitions shall apply: |
| 1.1 |
‘Buyer’ means the person who buys or agrees
to buy the Goods from Revaho. |
| 1.2 |
‘Conditions’ means the terms and conditions
of sale set out in this contract and any special terms and conditions
agreed in writing by Revaho. |
| 1.3 |
‘Delivery Date’ means the date specified by
Revaho when the Goods are to be delivered. |
| 1.4 |
‘Goods ‘means the articles which the Buyer agrees
to buy from Revaho. |
| 1.5 |
‘Price’ means the price for the Goods excluding
carriage, packing, insurance and VAT. |
| 1.6 |
‘Revaho’ means Revaho Limited of Penketh Place,
West Pimbo, Skelmersdale, Lancashire WN8 9QX. |
| 2 |
Conditions Applicable |
| 2.1 |
These Conditions shall apply to all contracts
for the sale of Goods by Revaho to the Buyer to the exclusion
of all other terms and conditions including any terms and conditions
which the Buyer may purport to apply under any purchase order,
confirmation of order or similar document. |
| 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 Buyers acceptance of these
Conditions. |
| 2.4 |
Any variation to these Conditions (including
any special terms and conditions agreed) shall be inapplicable
unless agreed in writing by Revaho. |
| 3 |
Price and Payment |
| 3.1 |
The Price of the Goods shall be Revaho’s quoted
price which shall be binding on Revaho provided that the Buyer
shall accept Revaho’s quoted Price within 7 days. Revaho may
by giving notice to the Buyer at any time up to 7 days before
delivery increase the Price of the Goods to reflect any increase
in the cost to Revaho which is due to any increased cost of labour,
materials and other manufacturing costs of the Goods provided
that the Buyer may cancel this contract within 3 days of any
such notice from Revaho. The Price is exclusive of VAT which
shall be due at the rate ruling of the date of VAT invoice. |
| 3.2 |
Payment of the price and VAT shall be due within
30 days of the date of the invoice unless otherwise agreed in
writing. Revaho shall not be bound to deliver the Goods until
the Buyer has paid all outstanding monies owed to Revaho. Payment
of any outstanding amounts due to Revaho shall be made before
the Delivery Date and time for payment shall be of the essence. |
| 3.3 |
If the Buyer fails to pay the Price for the
Goods on the due date then without Prejudice to any of Revaho’s
other rights Revaho may; |
| 3.3.1 |
suspend or cancel deliveries of any Goods due
to the Buyer; and/or |
| 3.3.2 |
appropriate any payment made by the Buyer to
such of the Goods (or Goods supplied under any other contract
with the buyer) as Revaho may in its sole discretion think fit. |
| 3.4 |
Interest on overdue invoices shall accrue from
the date when payment becomes due from day to day until the date
of payment at a rate of 8% above Barclays Bank Plc’s base rate
from time to time in force and shall accrue at such a rate after
as well as before any judgement. |
| 4 |
The Goods |
| 4.1 |
The quantity and description of the goods shall
be as set out in Revaho’s order confirmation. |
| 4.2 |
The Goods shall be manufactured and supplied
in accordance with the description contained in Revaho’s specification
and manufactured in accordance with all applicable or international
standards which relate specifically to the Goods. |
| 4.3 |
Revaho may from time to time make changes in
the specification of the Goods which are required to comply with
any applicable safety or statutory requirements. |
| 4.4 |
Revaho does not agree to provide advice or assistance
on the installation of the Goods by the Buyer and/or any third
party. |
| 5 |
Warranties |
| Revaho warrants that
the Goods supplied will at the time of delivery correspond to
the description given by Revaho subject to clause 4.2. All other
warranties, conditions or terms relating to fitness for purpose,
quality or condition of the Goods, whether express or implied
by statute or common law or otherwise are excluded to the fullest
extent permitted by law. |
| 6 |
Delivery of the Goods |
| 6.1 |
Delivery of the Goods shall be made to the Buyer’s
address as notified to Revaho in writing on the Delivery Date.
The Goods may be delivered in advance of the Delivery Date upon
the giving of reasonable notice to the Buyer. The Buyer shall
make all arrangements to take delivery of the Goods whenever
they are tendered for delivery. |
| 6.2 |
Revaho may deliver the Goods by separate instalments. |
| 6.3 |
The failure or refusal of the Buyer to take
delivery of the Goods including any delivery by instalments on
the due dates shall entitle Revaho: |
| 6.3.1 |
without notice to suspend further deliveries
of the Goods pending payment by the Buyer for any Goods already
received by the Buyer; and/or |
| 6.3.2 |
to treat this contract as repudiated by the
Buyer. |
| 6.4 |
The Buyer shall promptly obtain all necessary
import licences, clearances and other consents necessary for
the purchase of the Goods. Revaho shall promptly upon request
supply all documents reasonably required by the Buyer for this
purpose. |
| 6.5 |
Revaho shall not be liable for any loss or damage
whatever due to failure by Revaho to deliver the Goods (or any
of them) promptly or at all. Notwithstanding that Revaho may
have delayed or failed to deliver the Goods (or any of them)
promptly the buyer shall be bound to accept delivery shall be
tendered at any time within 3 months of the Delivery Date. |
| 7 |
Acceptance of the Goods |
| 7.1 |
No Goods delivered to the Buyer which are in
accordance with these terms and conditions of contract will be
accepted for return without the prior written approval of Revaho
and provided that the Buyer shall comply with Revaho’s returns
authorisation procedure and on any other terms which may be determined
at the absolute discretion of Revaho. |
| 7.2 |
If Revaho agrees to accept any such Goods which
are returned subject to clause 7.1 Revaho reserves the right
to levy a handling charge of 10% of the invoice price. Such
Goods must be returned by the Buyer carriage-paid to Revaho in
their original packaging. |
| 7.3 |
The Buyer will have the right to return Goods
which are not in accordance with these terms and conditions of
contract within 5 days of receipt of delivery of the same provided
that the Buyer complies in full with Revaho’s returns authorisation
procedure. |
| 7.4 |
For the purposes of this contract Goods shall
not conform to these terms and conditions of contract if there
is any substantive defect, damage, shortage in quantity or significant
failure to comply with description or sample. |
| 7.5 |
Goods returned without the prior written approval
of Revaho may at Revaho’s absolute discretion be returned to
the Buyer or stored at the Buyer’s cost without prejudice to
any rights or remedies Revaho may have. |
| 7.6 |
Notwithstanding the receipt by Revaho of any
notice of return of the Goods by the Buyer for any reason a clear
signature on a carriers note shall be deemed to signify acceptance
of the Goods by the Buyer. |
| 8 |
Retention of Title |
| 8.1 |
The Goods shall be at the Buyer’s risk as from
delivery to the Buyer’s address and signature in the delivery
note by an authorised representative of the Buyer. |
| 8.2 |
In spite of delivery having been made title
in the Goods shall not pass from Revaho until: |
| 8.2.1 |
the Buyer shall have paid the price plus VAT
in full; and |
| 8.2.2 |
no other sums whatever shall be due from the
Buyer to Revaho. |
| 8.3 |
Until the title in the Goods passes to the Buyer
in accordance with clause 8.2 the buyer shall hold the Goods
and each of them on a fiduciary basis as bailee for Revaho.
The Buyer shall store the Goods (at no cost to Revaho) separately
from all other goods in its possession and marked in such a way
that they are clearly identified as Revaho’s property. |
| 8.4 |
Notwithstanding that the Goods (or any of them)
remain the property of Revaho the Buyer may sell or use the Goods
in the ordinary course of the Buyer’s business at full market
value for the account of Revaho. Any such sale or dealing shall
be a sale or use of Revaho’s property by the Buyer on the Buyer’s
own behalf and the Buyer shall deal as principal when making
such sales or dealings. Until property in the Goods passes from
Revaho the entire proceeds of sale or otherwise of the Goods
shall be held in trust for Revaho and shall not be mixed with
other money or paid into any overdrawn bank account and shall
be at all material times as Revaho’s money. |
| 8.5 |
Revaho shall be entitled to recover the price
(plus VAT) notwithstanding that property in any Goods has not
passed from Revaho. |
| 8.6 |
Until such time as property in the Goods passes
from Revaho the Buyer shall upon request delivery up such of
the Goods as have not ceased to be in existence or resold to
Revaho. If the Buyer fails to do so Revaho may enter upon any
premises owned occupied or controlled by the Buyer where the
Goods are situated and repossess the Goods. On the making of
such request the rights of the Buyer under clause 8.4 shall cease. |
| 8.7 |
The Buyer shall not pledge or in any way charge
by way of security for any indebtedness any of the Goods which
are the property of Revaho. Without prejudice to the other rights
of Revaho, if the Buyer does so all sums whatever owing by the
Buyer to Revaho shall forthwith become due and payable. |
| 8.8 |
The Buyer shall insure and keep insured the
Goods to the full Price against ‘all risks’ to the reasonable
satisfaction of Revaho until the date that title in the Goods
passes from Revaho and shall whenever requested by Revaho produce
a copy of the policy of insurance. Without prejudice to the
other rights of Revaho, if the Buyer fails to do so all sums
whatever owing by the Buyer to Revaho shall forthwith become
due and payable. |
| 9 |
Liability |
| 9.1 |
n the event of any breach of this contract by
Revaho the remedies of the Buyer shall be limited to damages
as set out in clause 9.2. |
| 9.2 |
Revaho shall be under no liability whatever
to the Buyer for any indirect loss and/or expense (including
loss of profit) suffered by the Buyer arising out of a breach
by Revaho of this contract and the liability of Revaho shall
be strictly limited to the Price of the Goods. |
| 9.3 |
In the event that the Buyer declines to accept
the Goods in breach of this contract the Buyer shall pay to Revaho
as and by way of agreed liquidated damages an amount equal to
the price of the Goods less the net proceeds received by Revaho
on reselling the Goods after deducting the costs and expenses
of resale. |
| 10 |
Intellectual Property |
| Any intellectual property
rights of the Goods including but not limited to patents, registered
or unregistered designs, trademarks and copyright shall be the
property of Revaho. Where any designs or specifications have
been supplied by the Buyer for manufacture by Revaho or to the
order of the Buyer then the Buyer Warrants that the use of those
designs or specifications for the manufacture, processing, assembly
or supply of the Goods shall not infringe the intellectual property
rights of any third party. |
| 11 |
Force Majeure |
| 11.1 |
Neither party will be liable for any delay in
performing or failure to perform any of its obligations under
this contract caused by events beyond its reasonable control
(‘Force Majeure Event’). |
| 11.2 |
he Party claiming the Force Majeure Event will
promptly notify the other in writing of the reasons for the delay
or stoppage (and the likely duration) and will take all reasonable
steps to overcome the delay or stoppage. |
| 11.3 |
If the party claiming the Force Majeure Event
has compiled with clause 11.2 its performance under this contract
will be suspended for the period that the Force Majeure Event
continue. |
| 11.3.1 |
any costs arising from th e delay or stoppage
will be borne by the party incurring those costs; |
| 11.3.2 |
either party may, if the delay or stoppage
continues for more than 30 continuous days, terminate this contract
with immediate effect on giving written notice to the other and
neither party will be liable to the other for such termination;
and |
| 11.3.3 |
the party claiming the Force Majeure Event will
take all necessary steps to bring that event to a close or to
find a solution by which this contract may be performed despite
the Force Majeure Event. |
| 12 |
Set Off |
| Not with standing anything
contained or implied in this contract Revaho may set off against
any money which would otherwise be owing by Revaho to the Buyer
under or pursuant to this contract unless or until the Buyer
has paid, satisfied or discharged all monies, debts or other
liabilities due or owing to Revaho. All payments made by the
Buyer under this contract shall be made in full without any set-off
or counter claim whatever. |
| 13 |
Insolvency |
| If the Buyer fails to
make payment for the Goods in accordance with this contract or
commits any other breach of this contract or if any distress
or execution shall be levied upon any of the Buyer’s goods or
if the Buyer offers to make any arrangement with its creditors
or if any bankruptcy petition is presented against the Buyer
or the Buyer is unable to pay its debts as they fall due or if
being a limited company any resolution or petition to wind up
the Buyer (other than for the purpose of amalgamation or reconstruction
without insolvency) shall be passed or presented or if a receiver,
administrative receiver or manager shall be appointed over the
whole or any part of the Buyers business or assets or if the
Buyer shall suffer any analogous proceedings under foreign law
all sums outstanding in respect of the Goods shall become payable
immediately. Revaho may in its absolute discretion and without
prejudice to any other rights it may have:- |
| 13.1 |
suspend all future deliveries of Goods to the
Buyer and/or terminate this contract without any liability upon
its part and/or |
| 13.2 |
exercise any of its rights pursuant to clause
8. |
| 14 |
Assignment |
| 14.1 |
Revaho may assign transfer or sub-contract its
rights or obligations of this contract to any third party. |
| 14.2 |
The Buyer shall not assign transfer or sub-contract
its rights or obligations of this contract without the prior
written consent of Revaho such consent not to be unreasonably
withheld. |
| 15 |
Waiver |
| Neither Revaho’s failure
to exercise any power given to Revaho under this contract or
to insist upon strict compliance by the Buyer with any obligation
under it, nor any custom or practice of Revaho or the Buyer shall
constitute any wavier of any of Revaho’s rights under this contract.
Waiver by Revaho of any particular default by the Buyer must
be in writing and shall not affect or impair Revaho’s rights
in respect of any subsequent default of any kind by the Buyer,
nor shall any delay by or omission of Revaho to exercise any
rights arising from any of the Buyer’s defaults affect or impair
Revaho’s rights in respect of the said default or any default
of any kind. |
| 16 |
Notices |
| Any notice required
to be given for the purposes of this contract must be given by
sending it by pre-paid first class post or fax, or by delivery
by hand at the relevant address shown in this contract or such
other address as has been notified in accordance with this clause
by the party concerned as being its address for the purposes
of this clause. Any notice sent by post shall be deemed to have
been served 2 days after posting. In proving service it shall
be sufficient to prove that a notice was properly addressed and
stamped and put into the post. Any notice sent by fax shall be
deemed to have been served on the next business day following
the date of despatch of it. Any notice delivered by hand shall
be deemed to have been served when physically delivered at the
relevant address. |
