Terms and conditions of supply
RSL Engineering Limited
We are RSL Engineering Limited a company registered in England and Wales. Our company registration number is 06470218 and our registered office is at Shed A, Blackbirds Farm, Blackbirds Lane, Aldenham, Watford, WD25 8BS. Our registered VAT number is GB101229276
You can contact us by telephoning our customer service team at 0203 305 6509 or by writing to us at RSL Engineering Limited, Shed A, Blackbirds Farm, Blackbirds Lane, Aldenham, Watford, Hertfordshire, WD25 8BS.
The Customer’s attention is drawn in particular to the provisions of Clause 15.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Force Majeure Event: an event or circumstance beyond a party’s reasonable control.
Goods: the goods (or any part of them) set out in the Order, including, where applicable, any Service Parts.
Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form or the Customer’s written acceptance of the Supplier’s quotation, as the case may be.
Service Parts: the service and/or replacement parts in respect of the Goods (with the exclusion of wearing parts including but not limited to slide blocks, bushes, bump stops, nylon pads, pins, straps, ancillary arms, hydraulic pipes, hydraulic ram seals and rod and other similar items).
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
Supplier: RSL Engineering Limited (registered in England and Wales with company number 06470218).
(a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(b) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.3 Business customer or consumer:
In some areas of these Conditions the Customer will have different rights depending on whether they are a business or a consumer. The Customer is a consumer if they are an individual and they are buying Goods from the Supplier wholly or mainly for their personal use (not for use in connection with their business, trade, craft or profession).
2. BASIS OF CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.4 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
3.2 The Goods may vary slightly from the pictures on the Supplier’s website as they are for illustrative purposes only. Although the Supplier has made every effort to display the colours accurately, they cannot guarantee that a device’s display of the colours accurately reflects the colour of the Goods.
3.3 If the Goods are subject to a Specification under which the Supplier is required to adhere to measurements provided by the Customer, then the Customer is responsible for ensuring that these measurements are correct.
3.4 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This Clause 3.4 shall survive termination of the Contract.
3.5 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
4. OUR RIGHTS TO MAKE CHANGES
The Supplier may change the Goods:
These changes will not affect the Customer’s use of the Goods.
5.1 The price of delivery will be, as the case may be, as displayed on the Supplier’s website or as set out in its quotation.
5.2 The Supplier will deliver the Goods to the Customer as soon as reasonably possible.
5.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.4 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses reasonably incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
5.5 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.1 Where the Goods and/or Service Parts have been manufactured by the Supplier, the Supplier warrants that on delivery, and in respect of Goods for a period of 12 months from the date of delivery and in respect of Service Parts for a period of 3 months from the date of delivery (relevant warranty period), the Goods and/or Service Parts shall:
(b) be free from material defects in design, material and workmanship.
Where the Goods and/or Service Parts have not been manufactured by the Supplier, the Customer shall only benefit from any warranty provided by the manufacturer to the extent the Supplier may transfer the benefit of the warranty to the Customer.
(a) the Customer gives notice in writing to the Supplier during the relevant warranty period within a reasonable time of discovery that some or all of the Goods and/or Service Parts do not comply with the warranty set out in Clause 6.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods and/or Service Parts; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods and/or Service Parts to the Supplier’s place of business at the Customer’s cost,
the Supplier shall, at its option, repair or replace the defective Goods and/or Service Parts, or refund the price of the defective Goods and/or Service Parts in full.
(a) the Customer makes any further use of such Goods and/or Service Parts after giving notice in accordance with Clause 6.2;
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods and/or Service Parts or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods and/or Service Parts without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
(f) the Goods and/or Service Parts differ from either their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or
(g) the Goods and/or Service Parts are repaired, dismantled or have parts replaced without the prior written consent of the Supplier.
6.4 The Customer shall notify the Supplier within 7 days of discovering any alleged defect giving particulars of the Goods and/or Service Parts involved and a reasonable description of the alleged defect.
6.5 Except as provided in this Clause 6, the Supplier shall have no liability to the Customer in respect of the Goods and/or Service Parts’ failure to comply with the warranty set out in Clause 6.1.
6.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6.7 These Conditions shall apply to any repaired or replacement Goods and/or Service Parts supplied by the Supplier, which shall benefit from the unexpired duration of the warranty for the original Goods and/or Service Parts.
6.8 Any Goods and/or Service Parts (or any part of them) replaced by the Supplier shall become the property of the Supplier.
7. TITLE AND RISK
7.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
(d) notify the Supplier immediately if they become subject to any insolvency related event; and
(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
7.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of insolvency related event, then, without limiting any other right or remedy the Supplier may have:
(b) the Supplier may at any time:
(i) require the Customer to deliver up all Goods in the Customer’s possession that have not been resold, or irrevocably incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
8. PRICE AND PAYMENT
8.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.
8.2 The Supplier may, by giving notice to the Customer at any time up to 20 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
8.5 Unless otherwise stated, the Customer shall pay the invoice in full and in cleared funds within 20 Business Days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time for payment is of the essence.
8.6 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
8.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
9. YOUR RIGHTS TO END THE CONTRACT
9.1 You can always end your Contract with us. The Customer’s rights when they end the Contract will depend on what they have bought, whether there is anything wrong with it, how the Supplier is performing, when the Customer decides to end the Contract and whether the Customer is a consumer or business customer:
(a) If what the Customer has bought is faulty or not as described the Customer may have a legal right to end the Contract (or to get the Goods repaired or replaced or to get some or all of their money back), see Clause 13 if the Customer is a consumer and Clause 14 if the Customer is a business.
(b) If the Customer wants to end the Contract because of something the Supplier has done or has told the Customer it is going to do, see Clause 9.2.
(c) If the Customer is a consumer and has just changed their mind about the Goods, see Clause 9.3. The Customer may be able to get a refund if they are within the cooling-off period, but this may be subject to deductions and the Customer will have to pay the costs of return of any Goods.
(d) In all other cases (if the Supplier is not at fault and the Customer is not a consumer exercising their right to change their mind), see Clause 9.4.
9.2 Ending the Contract because of something we have done or are going to do. If the Customer is ending the Contract for a reason set out at (a) to (e) below the Contract will end immediately and the Supplier will refund the Customer in full for any Goods which have not been provided and the Customer may also be entitled to compensation. The reasons are:
(a) the Supplier has told the Customer about an upcoming change to the Goods which the Customer does not agree to (see Clause 4);
(b) the Supplier has told the Customer about an error in the price or description of the Goods and the Customer does not wish to proceed;
(c) there is a risk that supply of the Goods may be significantly delayed because of a Force Majeure Event;
(d) the Supplier has suspended supply of the Goods for technical reasons, or notifies the Customer it is going to suspend them for technical reasons, in each case for a period of more than 3 months; or
9.3 Exercising your right to change your mind if you are a consumer. If the Customer is a consumer then in some circumstances they will have a legal right to change their mind within 14 days and receive a refund.
9.4 Ending the Contract where we are not at fault and there is no right to change your mind. Even if the Supplier is not at fault and the Customer is not a consumer who has a right to change their mind (see Clause 9.3), the Customer can still end the Contract before it is completed, but they may have to pay the Supplier compensation. A contract for goods is completed when the product is delivered and paid for. If the Customer wants to end the Contract before it is completed where the Supplier is not at fault and the Customer is not a consumer who has changed their mind, just contact the Supplier to let it know. The Contract will end immediately and the Supplier will refund any sums paid by the Customer for Goods not provided but it may deduct from that refund (or, if the Customer has not made an advance payment, charge the Customer) reasonable compensation for the net costs the Supplier will incur as a result of the Customer ending the Contract depending on the date on which the Customer ends the Contract, as compensation for the net costs the Supplier will incur as a result of the Customer doing so.
10. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU ARE A CONSUMER WHO HAS CHANGED THEIR MIND)
10.1 Tell us you want to end the Contract. To end the Contract with the Supplier, please let the Supplier know by doing one of the following:
(b) By post. Simply write to RSL Engineering Limited, Shed A, Blackbirds Farm, Blackbirds Lane, Aldenham, Watford, Hertfordshire, WD25 8BS.
10.2 Returning Goods after ending the Contract. If the Customer ends the Contract for any reason after Goods have been dispatched to them or they have received them, they must return them to the Supplier at Shed A, Blackbirds Farm, Blackbirds Lane, Aldenham, Watford, Hertfordshire, WD25 8BS or (if they are not suitable for posting) allow the Supplier to collect them from the Customer.
(a) if the Goods are faulty or misdescribed; or
(b) if the Customer is ending the Contract because the Supplier has told them of an upcoming change to the Goods, an error in pricing or description, a delay in delivery due to a Force Majeure Event or because the Customer has a legal right to do so as a result of something the Supplier has done wrong.
In all other circumstances (including where the Customer is a consumer exercising their right to change their mind) the Customer must pay the costs of return.
10.4 What we charge for collection. If the Customer is responsible for the costs of return and the Supplier is collecting the Goods from the Customer, the Supplier will charge the Customer the direct cost to the Supplier of collection.
10.5 How we will refund you. If the Customer is entitled to a refund under these Conditions, the Supplier will refund the Customer the price the Customer paid for the Goods including delivery costs, by the method used for payment.
(a) the Customer does not make any payment to the Supplier when it is due and the Customer still does not make payment within 14 days of the Supplier reminding the Customer that payment is due;
(b) the Customer does not, within a reasonable time of the Supplier asking for it, provide it with information that is necessary for the Supplier to provide the Goods; or
11.2 You must compensate us if you break the Contract. If the Supplier ends the Contract in the situations set out in Clause 11.1 the Supplier will refund any money the Customer has paid in advance for Goods the Supplier has not provided but the Supplier may deduct or charge the Customer reasonable compensation for the net costs the Supplier will incur as a result of the Customer breaking the Contract.
12. IF THERE IS A PROBLEM WITH THE GOODS
How to tell us about problems. If the Customer has any questions or complaints about the Goods, please contact the Supplier. The Customer can telephone the Supplier’s customer service team at 0203 305 6509 or write to the Supplier at firstname.lastname@example.org or RSL Engineering Limited, Shed A, Blackbirds Farm, Blackbirds Lane, Aldenham, Watford, Hertfordshire, WD25 8BS.
13. YOUR RIGHTS IN RESPECT OF DEFECTIVE GOODS IF YOU ARE A CONSUMER
If the Customer is a consumer, the Supplier is under a legal duty to supply Goods that are in conformity with the Contract. The Customer will have statutory rights and nothing in these Conditions will affect those legal rights.
Except as provided in Clause 6, the Supplier shall have no liability to the Customer in respect of any failure of the Goods and/or Service Parts to comply with the warranty set out in Clause 6.1.
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
(a) to the fullest extent permitted by law, the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
16.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, sub-contract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
16.2 Entire agreement.
If the Customer is a business customer:
(a) the Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter; and
(b) each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 16.5 shall not affect the validity and enforceability of the rest of the Contract.
16.6 Third party rights.
No one other than a party to the Contract shall have any right to enforce any of its terms.
16.7 Governing law.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Name of company
WATFORD WD25 8BS
Tel: +44 02033 056509+44 02033 056509
Business registered number 6470218