Terms and Conditions of Sale

INTERPRETATION

In these conditions:-

"the Seller" shall mean Rossair Limited.
"the Buyer" shall mean all or any of the persons in whose name the goods are ordered.
"the Manufacturer" shall mean the manufacturer of the Goods and shall be deemed also to mean where the context admits the importer or other supplier authorised by the Manufacturer to import the goods on behalf of the Manufacturer.
"the Goods" shall mean the goods and / or services which the Seller is to supply in accordance with these conditions.
"these Conditions" shall mean the standard terms and conditions of sale set out in this document and (unless the context requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
"the Contract" shall mean a contract for the sale and purchase of the Goods including extended warranties.

Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

The headings in these Conditions are for convenience only and shall not affect their interpretation.

BASIS OF SALE

The Seller shall sell and the Buyer shall purchase the Goods in accordance with any order of the Buyer which is accepted by the Seller, subject to these Conditions, which shall govern the Contract to the exclusion of any other purported terms and conditions, but including so far as no conflict is caused any terms and conditions which the Manufacturer may from time to time attach to the supply or re-sale of the Goods by the Seller. A copy of the latter conditions may be inspected on application to the Seller. The Seller shall not be liable for any failure to deliver the Goods occasioned by its inability to obtain them from the Manufacturer or by its compliance with such terms and conditions.

No variation to these Conditions shall be binding unless agreed in writing between the authorised representative of the Buyer and the Seller.

The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

ORDERS AND SPECIFICATIONS

No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller's authorised representative.

The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms and accordingly the quantity, quality and description of the Goods shall be those set out in the Buyers order (if accepted by the Seller).

The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or which do not materially affect their quality or performance.

No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by the Seller as a result of cancellation.

PRICE OF GOODS

The price of the Goods shall be both the Seller's quoted price or where no price has been quoted the price listed in the Seller's published price list current at the date of acceptance of the order.

The Seller reserves the right to increase the price of the Goods to reflect any increases in the cost to the Seller which is due to any factor beyond the control of the Seller.

The price is exclusive of any applicable Value Added Tax which the Buyer shall be additionally liable to pay to the Seller.

All prices are based on works being undertaken during normal working hours between 08:00 and 18:00. If works are to be carried out at times other than these it will be subject to a supplementary charge unless these times are requested by our project supervisor to ensure health and safety or for other reasons.

TERMS OF PAYMENT

The Buyer shall on submitting its order pay any deposit payment stipulated by the Seller.

The Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or the Seller has tendered delivery of the Goods.

Unless previously agreed in writing that the Buyer shall have a credit account the Buyer shall pay in cash the full price (or balance after payment of any deposit) on delivery. If the Buyer shall have a credit account the Buyer shall pay the price of the Goods within 30 days of the date of the Seller's invoice 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.

Invoices will be issued for equipment and materials on or about the day that such equipment is delivered to site. For projects spanning 4 weeks or more or extending over a month end, the seller will issue an interim invoice to cover the percentage of equipment and materials on site but not already invoiced , work completed against the total value or any supplementary costs. Payment of this invoice is due within 7 days from issue date to ensure continuation of works, unless alternative payment terms have been specifically agreed to.

If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Seller the seller shall be entitled to:-

cancel the Contract or suspend further deliveries or services to the Buyer.
appropriate any payment made by the Buyer to such of the Goods as the Seller may think fit.
charge the Buyer interest at the rate of 2% per annum above HSBC Bank Plc base rate, as published in the National Press from time to time, until payment in full is made.

No deductions from payments due are allowed unless specifically agreed in writing prior to the commencements of works. Invoice queries should be received by the seller no later than 7 days from the date of invoice or shall otherwise be paid in full on the date due until such time as any query can be resolved. In the event of a dispute arising, payments will be made in full and both parties will submit to adjudication or mediation rules which shall be binding until otherwise ruled upon by an English Court of Law. All costs of disputes will be met by the buyer to the seller until such time as a court rules otherwise.

The seller reserves the right not to carry our variations or additions without a written purchase order which states costs as agreed between the parties and a description of the works required. However, in the event that the seller deems works necessary for continuation of the works thereby preventing delay costs to the sellers’ client or in the event that the client of the sellers’ client makes a request and the seller is unable to obtain a purchase order from the buyer in sufficient time to prevent delay or argument or similar then the seller will act in what it considers is in the best interest of its’ immediate client and carry out the variation or addition and the client party shall accept the reasonable costs of the seller doing so.

In the event that you cancel any Extended Warranty, you may do so by giving 3 months’ written notice of intention to cancel. Unless such notice is given, any annual Extended Warranty that falls is payable in full. You shall not be entitled to a refund in full or in part of any Extended Warranty that you have made in the event of cancellation.

DELIVERY

Delivery of the Goods will be made by the Seller to the Buyer to the premises specified in writing by the Buyer.

Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Seller shall not be obliged to fulfil orders in sequence in which they are placed or accepted.

In the event of the Goods being unavailable for whatever reason, the Seller may (whether the estimated delivery has arrived or not) by notice in writing to the Buyer cancel the Contract in which event any deposit paid shall be refunded.

Reasonable unrestricted access to the site for personnel and equipment and materials delivery is assumed and includes transporting materials to their final destination. Any specific restrictions not notified to the seller and included in this quotation may incur additional costs.

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 Buyers 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:

store the Goods until actual delivery and charge the Buyer for the reasonable costs(including insurance) or storage; or
after seven days following the date for delivery dispose of the Goods and treat the Contract as repudiated by the Buyer and thereupon any deposit shall be forfeited without prejudice to the Seller's right to recover from the Buyer by way of damages any further loss or expense thereby suffered by the Seller.

In the event that Goods are incorrectly supplied to the Buyer by the Seller by reason of a mistake wholly on the part of the Seller, those goods may be returned to the Seller for the credit of the Buyer provided that the Goods are returned within seven days of the delivery and are unused and in the same condition as when delivered to the Buyer.

The Seller may in its discretion accept Goods returned to it by the Buyer within seven days of delivery in any case other than as mentioned in Paragraph 6.5 and then shall credit the Buyer accordingly provided the Goods are returned unused and in the same condition as when delivered to the Buyer. The Seller in any such case may levy a handling charge of up to 25% of the price of any such Goods returned for credit. No credit shall be given by the Seller to the Buyer for delivery, postage or transit charges incurred or levied by the Seller or incurred by the Buyer.

If within 30 days (or such shorter period specified by the Manufacturer) of the purchase by the Buyer of any Goods from the Seller, the Buyer sends an exchange unit(s) to the Seller in accordance with the Manufacturers exchange plan, and provided that the Seller is satisfied that the exchange unit(s) is in a condition and specification acceptable to the Manufacturer and that the Manufacturer will give credit to the Seller for it (them), then the Seller will give to the Buyer such credit as the Seller anticipates it will receive or such credit received from the Manufacturer in respect of the exchange unit(s) less any charge deemed appropriate by the Seller to render the exchange unit(s) in a condition acceptable to the Manufacturer.

CONTINUITY OF WORKS

All prices are based on our expectance of continuity of work, lack of which may result in our workforce being idle for part or full days and/or being unable to progress in a productive manner due to delay or disruption not of our doing. In this event an additional charge of £350.00 per engineer and assistant, cost will be adjusted for other team combinations, per actual, part or accumulated day will be levied with mileage charges for each vehicle at 0.45 pence per mile an accommodation costs at cost and as incurred. This charge is not applicable to pre planned multi visit schedules of work agreed in writing prior to commencement of the project. In the event that the original contract duration is extended the prolongation will be charged at the rates detailed in this paragraph up to completion of works that will be in addition to the original contract price. In the advent of prolongation of works the original contract price shall become payable in full less the cost of materials not yet delivered to site and an invoice will be issued accordingly.

Should the buyer have a need to accelerate the programme of works either to complete earlier thank originally anticipated or in order to prevent or minimize overrun of program then accelerated costs will be charged by the seller. The seller reserves the right to either re-quote the works from the point acceleration is required or charge on a cost plus 20% basis for all additional requirements including but not limited to labour, travel, accommodation, plant hire, management and administration.

Where the quotation is provided without the benefit of a site survey by the seller, we reserve the right to adjust the quotation provided in the event that our best assumptions at the time of providing the quotation differ once the site has been surveyed.

RISK AND PROPERTY

Risk of damage to or loss of the Goods shall pass to the Buyer.

In the case of Goods to be delivered at the Sellers premises at the time when the Seller notifies the Buyer that the Goods are available for collection; or
In the case of Goods to be delivered otherwise than at the Seller's premises at the time of delivery or if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.

In the event such are such are not paid for within the terms as stated, the seller reserves the right to remove materials and levy a charge for its costs of so doing. The buyer will indemnify the seller if its own agreements with others fail to protect the sellers’ rights in this respect.

Notwithstanding delivery and the passing of risk in the goods or any other provision of these conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payments in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.

Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate and properly stored, protected and insured and identified as the Seller's property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall hold as the Seller's fiduciary agent and bailee and account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and identified as the Seller's property. The Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and to enter upon any premises where the Goods are stored and repossess the Goods.

WARRANTIES AND LIABILITY

The Seller undertakes that it will use its best endeavours to obtain for the Buyer the benefit of any warranty or guarantee given by the Manufacturer in respect of the Goods.

Subject as expressly provided in these Conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

Any claim by the Buyer which is based on defect in the quality or condition of the Goods or their failure to correspond with the specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within seven days from the date of delivery or (where a defect or failure was not apparent on reasonable inspection) within a reasonable time after the discovery of the defect or failure. If delivery is not refused and the Buyer fails to notify the Seller accordingly the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

Please note that failure to maintain the system is deemed to be neglect by the manufacturers and will result in all warranties becoming void. This does not affect your statutory rights.

If the system is adjusted, maintained or altered in any way (except normal user controls) by any party other than the seller, then the terms of the warranty will be deemed to be broken and all warranties will become void.

Where any valid claim in respect of any Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or at the Seller's sole discretion refund to the Buyer the price of the Goods (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer.

Except in respect of death or personal injury caused by the Seller's negligence the Seller shall not be liable to the Buyer by reason of any representation or any implied warranty condition or other term or duty at common law or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other kinds of consequential compensation whatsoever which may arise in connection with the supply of the Goods or their use or resale by the Buyer except as expressly provided in these Conditions.,

The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Seller's obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller's reasonable control (including strikes, lock-outs or other industrial action or trade dispute whether involving employees of the Seller or of a third party.

GENERAL

Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its Registered Office or principal place of business or such other address as may be relevant at the time and has been notified pursuant to this provision to the party giving the notice.

No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

If any of these provisions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

Any dispute arising under or in connection with these Conditions or the sale of the Goods shall be referred to arbitration to a single arbitrator appointed by agreement or in default nominated on the application of either party by the President for the time being of the Law Society of England and Wales.

Unless otherwise agreed in writing, the terms and conditions of this agreement shall apply to any order placed by the customer. In the event of any inconsistency between the parties these terms shall prevail. No variation of the terms and conditions shall be allowed unless expressly accepted in writing.

Revision 5: 15 June 2007