Please read the company conditions of Contract and Sales
“The Seller” means Resdev Limited of Pumaflor House, Ainleys Industrial Estate, Elland, West Yorkshire HX5 9JP (company number 01392506).
“The Buyer” means the person who buys or agrees to buy the Goods from the Seller.
“The Goods” means the goods and services which are to be sold or supplied to the Buyer in accordance with these Conditions
“The VAT” means Value Added Tax or any similar charge tax or levy on purchase of the Goods.
“The Conditions” means the provisions contained herein which shall be incorporated into this Agreement in their entirety
1.2 The headings in these conditions are for convenience only and shall not affect their interpretation
1.3 If any provision of these Conditions is legally held to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and/or the remainder of the provision in question shall not be affected thereby
2. Application of Conditions
2.1 All Goods are sold or supplied by the Seller upon the following terms and conditions and these terms and conditions apply in preference to
and supersede any terms and conditions referred to or offered by the Buyer.
2.2 All orders of Goods from the Seller shall be deemed to be an offer by the Buyer to purchase on the basis of these Terms and Conditions. A contract shall be made when the Seller despatches its acknowledgement of the Buyer’s order in writing, by email or facsimile message.
2.3 Receipt of the Seller’s acknowledgement shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions (providing no response is made by the Buyer to the contrary by means of a counter offer whereupon the Seller will issue an acknowledgment as given in clause 2.2) which shall apply to any such order
3.1 The Seller shall be entitled to make such alterations to the materials, specifications, production and packaging of the Goods as the Seller may think fit provided that such alterations do not have a material effect on the quality or performance of such Goods (which will include but is not limited to any such alteration as is required so that such Goods conform to applicable statutory requirements or regulations).
3.2 Illustrations, brochures, descriptions, samples, demonstration products and general literature relating to the Goods are intended as a general
guide only and shall not form part of any contract between the Seller and the Buyer for such unless otherwise expressly agreed in writing signed on behalf of the Seller by an official of the Seller.
3.3.1 In entering into this Contract the Buyer acknowledges that it does not rely on and waives any claim for breach of representation relating
to advice regarding the use of the Goods or in relation to quality or otherwise of the Goods unless any such representation is fraudulent or made in writing by an official of the Seller
3.3.2 The Seller’s employees are not authorised to make any representations concerning the Goods or their use
3.3.3 The Buyer’s statutory rights remain unaffected by the provisions of this paragraph save to the extent that variation to those rights is permitted at law.
4. Title and Risk of Goods
4.1 (a) In the case of a purchase of the Goods by the Buyer, until receipt by the Seller in cash or cleared funds in payment in full together with any VAT in respect of the purchase by the Buyer of the Goods and all other Goods agreed to be sold or sold by the Seller to the Buyer for which payment is due property in the Goods shall not pass to the Buyer and the Buyer shall keep the Goods as bailee and agent for the Seller.
(b) The Buyer shall so store the Goods that they shall be safe and at all times identifiable as Goods of the Seller.
(c) Whilst all risk in the Goods shall pass to the Buyer at the time of delivery or if the Buyer wrongfully fails to take delivery at the time when the Seller has tendered the delivery of the Goods the Seller shall insure them with a reputable insurance company for the benefit of the Seller.
(d) Until such time as the property in the Goods passes to the Buyer, the Buyer shall be entitled to use or otherwise deal with the Goods in the ordinary course of its business provided that any monies received by the Buyer in respect of the Goods or a proportionate part of a finished product (if combined with other materials) (including any insurance proceeds) shall be held by the Buyer in a fiduciary capacity on behalf of the Seller and the Buyer shall keep such monies in a separate account but without prejudice to the Seller’s rights to trace the same if the Buyer fails to keep such proceeds separate as mentioned above. The Seller
shall be entitled to inspect and take copies of the statements and other documents relating to any such account upon giving the Buyer seven days’ notice.
(e) Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold or otherwise disposed of by the Buyer) the Seller shall be entitled by notice to the Buyer to terminate the Contract and the Buyer’s power to use, resell or otherwise deal with the Goods if:-
(i) The Buyer shall be in breach of any of the provisions of this clause or any other of these Terms and Conditions.
(ii) The Buyer becomes bankrupt or negotiates for or makes an assignment or composition with creditors or suffers distress or process of execution to be levied on the property of the Buyer.
(iii) A meeting is convened or resolution passed or petition is presented (otherwise than for reconstruction or amalgamation) to wind up the Buyer or any part of its assets or undertaking or an administration order or any applications are made in respect of the Buyer or the Buyer applied for an interim order under the Insolvency Act 1986 Enterprise Act 2002 any re-enactment thereof or equivalent legislation in a foreign jurisdiction.
(f) If payment for the Goods is not made in accordance herewith the Seller shall be entitled to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, the Seller shall be entitled and the Buyer hereby gives the Seller the right to enter upon any premises of the Buyer where the Goods are situate and take possession of the Goods in which the property remains in the Seller and remove and dispose of them as the Seller thinks fit
(g) The Buyer shall be deemed not to have paid the Seller for Goods in the possession of the Buyer at any time unless the Buyer can prove that payment for such Goods has been received by the Seller.
5.1 Notwithstanding any quotations given by the Seller the price payable for the Goods will be the price stated in the Seller’s price list current at the date of dispatch of the Goods unless otherwise agreed in writing by the Seller.
5.2 Subject as mentioned following any price quoted is valid for 28 days only or until earlier acceptance by the Buyer.
5.3 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 increases in the cost to the Seller which is due to any fact beyond the control of the Seller (such as without limitation the foreign exchange fluctuation currency regulation operation of duties, significant increase in cost of labour, materials or other costs of manufacture) provided always if such increase shall represent more than 5% of the cost of the Goods (excluding VAT) the Buyer shall have the right to cancel this Agreement by giving notice to the Seller of such decision within two weeks of the date of the Seller’s notice of increase. If no such Buyer’s notice is received by the Seller within the said period the Seller shall be deemed to accept the increased price.
5.4 Any change in delivery date, quantities or specifications 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 shall entitle the Seller to make any consequential adjustment in price except otherwise stated under the terms of any quotation and unless otherwise agreed in writing between the Buyer and the Seller in the case of Goods supplied from UK stock all prices are given by the Seller on an ex-works basis.
5.5 The prices are exclusive of VAT which is chargeable in addition to the price.
The cost of dispatching by recognised and approved ADR carrier or freight via land, sea or air as approved by the Seller or otherwise at the request of the Buyer will be charged to the Buyer in addition to which the Seller reserves the right to pass on any supplementary charges incurred in arranging Special Delivery through its normal carriers at the Buyer’s request. Details are available on request through the Sales Office of the Seller. Empty containers are non-returnable.
6. Terms of Payment
6.1 Services supplied to the Buyer are invoiced monthly from the date of the Agreement and payment is due (without set off or counterclaim) from the Buyer to the Seller within 30 Days of invoice. Time for payment shall be of the essence.
6.2 Where the date for delivery is not required by the Buyer for days the Seller reserves the right to invoice 30 days from the date of acknowledgement of order by the Seller and to require payment with invoice.
6.3 The Seller reserves the right to demand immediate cash payment.
6.4 Any credit account is subject to prior agreement in writing and any continuance of such arrangement is at the absolute discretion of the
Seller and the Seller reserves the right to cancel such arrangements without notice.
6.5 If the Buyer fails to make payment on the due date:-
(i) The Seller may charge interest on the amount outstanding on any account from the due date of payment until the actual date of payment at the rate of 5% above the base lending rate of Barclays Bank Plc in force from time to time from the due date to the date of payment and in the event of any account being pursued by legal action for on such account in addition to any legal charges payable.
(ii) The Seller may suspend or cancel deliveries of any Goods due to the Buyer.
(iii) The Seller may require payment for any other Goods due in advance but without prejudice to any other remedies available to the Seller.
7. Buyer’s Default
Without prejudice to the remedies of the Seller in respect of the Buyer’s breach of the Agreement the Buyer shall compensate the Seller to the extent of any costs or charges incurred by the Seller by reason of such breach or any failure by the Buyer to accept delivery of the Goods, together with all costs incurred by the Seller up to the date of such breach or failure to accept delivery.
8.1 Whilst the Seller shall make every effort to comply with any estimated delivery date all times or dates given for delivery of the Services are indications given in good faith but without any responsibility on the part of the Seller. Time of delivery shall not be of the essence of any contract nor shall the Seller be under any liability for any delay beyond the Seller’s control.
8.2 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by any reason of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Services if the delay or failure was due to any cause beyond the Seller’s reasonable control, without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the reasonable control of the
(a) Act of God, explosion, flood, tempest, fire or accident.
(b) War or threat of war, terrorism, sabotage, civil disturbance or
(c) Acts, restrictions, regulations, bylaws, prohibitions or measures of
any kind on the parts of any Governmental, Parliamentary or Local
(d) Import and export regulations or embargoes.
(e) Strikes, lockouts or other industrial actions or trade disputes, whether
involving employees of the Seller or any third party.
(f) Difficulty in obtaining raw material, labour, fuel, parts or machinery.
(g) Unavailability of materials from the usual sources of supply. In such circumstances the Seller shall be entitled at its option to give notice to the Buyer declaring that the Seller is unable to complete the work whereupon the work shall be deemed to be frustrated from the date of such notice.
8.3 The Seller reserves the right to deliver the Goods in installments and to invoice in respect of each installment which shall be treated as a
separate contract but the Buyer shall not be entitled to repudiate the whole Contract as a result of any breach of these conditions by the Seller in respect of any installment.
8.4 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions or fails to afford the Seller reasonable access for installation without prejudice to any other right or remedy available to the Seller, the Seller may:-
(a) Store any goods until actual delivery and charge the Buyer reasonable costs (including insurance and storage) and in addition charge interest
at the rate of 4% above Barclays Bank Plc base lending rate from time to time in force for any period of storage exceeding 14 days.
(b) Sell any goods at the best price readily obtainable and after deduction of all reasonable expenses as above and charge the Buyer with any shortfall.
9. Acceptance, Defects and Shortages of Goods.
9.1 The Buyer shall be deemed to have accepted the Goods by signing the delivery note for the purposes of section 35 of the Sales of Goods Act 1979 as amended.
9.2 The Seller reserves the right to inspect all Goods deemed faulty or substandard by the Buyer. All Goods agreed to be faulty or substandard
by the Seller will be authorised and arranged as an uplift and returned to the Seller at the Buyer’s risk. The Seller will not accept any Goods sent back by the Buyer that have not been duly authorised.
9.3 The Buyer shall pay the Seller a handling charge in respect of Goods returned in addition to the purchase price if in the opinion of the Seller such Goods are not defective.
9.4 Any returned Goods must be in the same condition and packaging as they left the Seller’s premises.
9.5 If in the opinion of the Seller the Goods returned are defective and the defect is due to faulty workmanship or materials or to some other
factor within its control, the Seller shall, at its option, either replace, repair or credit the Buyer with the value thereof.
9.6 Failure to give notice to the Seller of allegedly defective Goods or alleged shortages within two days of delivery to the Buyer’s premises in
respect of shortages, and seven days in respect of defects hereunder above shall be deemed acceptance of the Goods.
10.1 In as much as the Seller has not manufactured the Goods delivered to the Buyer but has bought them from sub-Sellers who have dispatched
the Goods directly to the Buyer or to the Seller for on-sale to the Buyer, the Seller assigns to the Buyer the benefit of all such warranties and guarantees the sub-Seller has to the Buyer. The Buyer accepts this assignment in place of all warranties from the Seller whether statutory or otherwise and in place of the warranties given in clause
10.2.1 Nothing in this clause nor in clause 11 is intended to deprive the Buyer who is dealing as consumer of his statutory rights
10.2.2 Subject to sub-clause 1 above and the Conditions set out below the Seller warrants in relation to Goods manufactured or assembled by the Seller that the goods will be free from defects in materials and workmanship for a period of one year from the date of delivery or installation.
10.2.3 The above warranty is given by the Seller on the following
(a) The Seller shall be under no liability in respect of any defect in the Goods arising from any data, design or specification supplied by the
(b) The Seller shall be under no liability in respect of any defects arising from wilful damage, failure to follow the Seller’s instructions, improper use, negligent or improper treatment .
(c) The Seller shall be under no liability under the above warranty or any warranty, condition or guarantee if the total price of the Services has not been paid by the due date for payment.
(d) The above warranty does not extend to parts, materials or equipment not manufactured by the Seller in respect of which the Buyer shall only be entitled to the benefit of any warranties (if any) by the manufacturer or other Seller to the Seller.10.2.4
(i) The liability of the Seller shall in any event not exceed the purchase
price of the Services and performance of any one of the options below
shall constitute compliance with the Seller’s obligations hereunder.
(ii) If the Goods do not conform to the above warranty the Seller will at its
(a) replace the Goods not conforming to the warranty;
(b) take such steps as the Seller deems necessary to bring the Goods into a state where they are free from such defects; or
(c) take back the Goods found not to conform to the warranty and refund the appropriate part of the purchase price.
(a) The Buyer has given written notice to the Seller of the alleged defect in the Goods in writing such notice to be received by the Seller within seven days of the time when the Buyer is aware of the defects and in any event within six months of the delivery of the Goods. In the absence of evidence of the date of delivery the date of the Seller’s invoice shall be held as the date of delivery.
(b) The Buyer affords the Seller a reasonable opportunity to inspect the Goods and if so requested by the Seller to arrange for the return of the allegedly defective Goods to the Seller’s works carriage prepaid together with a copy of the relevant delivery note and invoice for inspection to take place there.
(c) No further use of the Goods is made after the time which the Buyer discovers or ought to have discovered that the Goods were defective.
(d) These Conditions apply to parts as well as the whole of the Goods.
11. Limitation of Liability
(a) The undertakings contained in clauses 9 and 10 of these Terms and Conditions shall be the absolute limit of the liability of the Seller
in respect of alleged breach of contract and such undertakings are in substitution for any condition duty or warranty (except as to title) implied by statute, common law or otherwise in respect of the supply use or resale of Goods which said warranties conditions or duties are hereby expressly excluded.
(b) In particular and without prejudice to paragraph (a) of this clause in no circumstances shall the Seller be liable to the Buyer for any
consequential loss or damage (whether for loss of profit or otherwise costs, expenses or other claims for consequential compensation) whatsoever and howsoever occasioned or arising.
(c) The liability of the Seller in any event shall not exceed the price and performance by the Seller of any one of its options under clauses 9 and 10 shall constitute compliance with the Seller’s obligations hereunder.
(d) Nothing in these Terms and Conditions shall affect the liability of the Seller for death or personal injury arising out of the negligence of the Seller or its employees
(e) Any variation to the terms imposed or rights of the Buyer by virtue of any statute shall be varied by these Terms and Conditions only to the
extent permitted by law.
12.1 In this clause “Intellectual Property” shall mean any patents know-how, trade marks, logo, registered design or other intellectual property right in relation to the Goods.
12.2 The Buyer acknowledges the Seller’s exclusive right, title and interest in the Intellectual Property and acknowledges that no right or licence is granted under this contract to the Buyer under any Intellectual Property except the right to use or re-sell the Goods.
12.3 The Buyer covenants not to deface alter or remove the trade marks from the Goods.
12.4 All Goods sold in retail packaging may be resold by the Buyer only in the packaging supplied by the Seller and in no case may any trade
mark other than those supplied by the Seller be marked or applied in relation to the Goods.
12.5 The Buyer must notify the Seller or its agents of any suspected infringement of the Intellectual Property and take such action thereupon
as the Seller shall direct and the Buyer shall indemnify the Seller against all costs claims damages expenses and other matters arising from any
alleged unauthorised use or infringement or any Intellectual Property.
12.6 If any claim is made against the Buyer that the Goods infringe or their use or resale infringes a patent copyright design, trade mark or any other intellectual property rights of any person the Seller shall indemnify the Buyer against all loss, damage, costs, expenses awarded against or incurred by the Buyer provided that:-
(a) The Seller is given full control of any proceedings or negotiations in connection with any such claim.
(b) The Buyer shall give the Seller all reasonable assistance for the purposes of such proceedings.
(c) Except pursuant to a final award the Buyer shall not pay or accept any such claim or compromise any such proceedings without the consent of the Seller.
(d) The Seller shall be entitled to the benefit of and the Buyer shall accordingly account to the Seller for all damages and costs, if any, awarded in favour of the Buyer to be paid by any other party in respect of any such claim.
(e) Without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.
Any notices hereunder may be sent by letter, facsimile, telex or cable to the Buyer at the address of the Buyer to which invoices are sent by the Seller or to the Seller at its registered office and shall be deemed to have been received 48 hours after despatch, in proving service it shall be sufficient to prove despatch.
All contracts by the Seller for the sale of Goods shall be deemed in all respects to be contracts made, performed and construed according to English Law and the parties hereto submit to jurisdiction of the English courts.
No failure, forbearance, delay or indulgence by the Seller in enforcing its rights shall prejudice or restrict such rights and no waiver of any such rights or any breach of any contractual term shall be deemed to be a waiver of any other right or of any later breach.
16. Third Party Rights
It is not intended that a third party should have the right to enforce any terms of our agreement pursuant to the Contracts (Rights of Third Parties Act) 1999 but this does not affect any rights which are available apart from that Act.