RHINO SENSORY UK Ltd
STANDARD TERMS AND CONDITIONS
FOR SUPPLY OF GOODS
In this document the following words shall have the following meanings:
1.1 “Agreement” means these Terms and Conditions together with the terms of any applicable Specification Document;
1.2 “Company” means Rhino Sensory UK Ltd of Springvale Industrial Estate, Sandbach, Cheshire;
1.3 “Customer” means the organisation or person who purchases goods from the Company;
1.4 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.5 “Specification Document” means a statement, order acknowledgement, quotation or other similar document describing the goods to be provided by the Company.
2.1 These Terms and Conditions shall apply to all contracts for the supply of goods by the Company to the Customer.
2.2 Before the delivery of goods, the Company shall submit to the Customer a Specification Document which shall specify the goods to be supplied and the price payable. The Customer shall notify the Company immediately if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.
2.3 The Company shall use all reasonable endeavours to complete the supply of goods within estimated time frames but time shall not be of the essence in the performance of supply.
3 PRICE AND PAYMENT
The price for the supply of goods is as set out in the Specification Document and the Company will invoice the Customer after the delivery of goods.
3.1 All Rhino Sensory UK Ltd’s prices, on all literature, exclude VAT unless otherwise stated. VAT will be added at the standard rate.
3.2 VAT Exempt is available on eligible items provided they are being purchased by a registered charity or for use by a named individual with a chronic condition. For those eligible for VAT Exemption a VAT Exemption Certificate must be completed and accompany the order. Rhino Sensory UK Ltd’s reserves the right to claim VAT should Exemption be incorrectly claimed.
4 SPECIFICATION OF THE GOODS
The goods shall be required only to conform to the specification in the Specification Document. The appearance of goods detailed in brochures, the Company’s web site or other sales material is representative and colours and designs may vary. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet, the Company’s web site, or other sales or marketing literature of the Company and no representation written or oral, correspondence or statement shall form part of the contract. The Company retains the right to amend the specification and design of any goods detailed in the Specification Document at any time.
5.1 The date of delivery specified by the Company is an estimate only. Time for delivery shall not be of the essence of the contract and the Company shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods.
5.2 All risk in the goods shall pass to the Customer upon delivery.
5.3 The Customer shall provide full details of their requirements with respect to delivery and the Company shall have no liability to the Customer in respect of failed delivery due to the insufficiency of the information provided.
5.4 If delivery is required to be made to a residential location, then the delivery will only be made to a ground floor entrance.
5.5 It is the Customer’s responsibility to accept delivery of the goods, either at the advised delivery location or at an agreed alternative location. The Customer is liable to pay any return load, storage, insurance and re-delivery charges incurred by the Company due to its failure to comply with this Clause 5.5.
5.6 If the Customer fails to accept delivery in accordance with Clause 5.5, the goods will normally be returned to the Company’s depot and the Company shall endeavour to arrange revised delivery details. Goods will only be left on site if prior agreement is made and this is conditional upon the Customer accepting all risk in the left goods; this provision shall be a condition precedent on leaving goods and acceptance of this Clause 5.6 is deemed to have been made.
5.7 The Customer is responsible for any waiting time incurred by the haulier due to delay in accepting delivery may be charged by the Company. The charge for waiting time shall be £50.00 per hour and shall apply once the haulier has been on site for 30 minutes.
5.8 The Customer is responsible for signing for the acceptance of goods and this is a condition precedent on delivery. The Customer is responsible for ensuring that the delivery is correct in quantity and undamaged prior to signing for the delivery. The Company shall have no liability to the Customer and shall have no obligation to provide a refund if the goods are not properly checked prior to signing for them.
Title in any goods delivered by the Company to the Customer’s premises shall only pass to the Customer when the Company has been paid in full for the goods.
7 CUSTOMER`S OBLIGATIONS
7.1 To enable the Company to perform its obligations under this Agreement the Customer shall:
7.1.1 co-operate with the Company;
7.1.2 provide the Company with any information reasonably required by the Company;
7.1.3 obtain all necessary permissions and consents which may be required before the commencement of the supply of goods;
7.1.4 To only make payment using the Customer’s own credit/debit card or, if using a card belonging to another individual, with their express permission; and
7.1.4 comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties.
7.2 The Customer shall be liable to compensate the Company for any expenses incurred by the Company as a result of the Customer’s failure to comply with Clause 7.1.
7.3 Without prejudice to any other rights to which the Company may be entitled, in the event that the Customer unlawfully terminates or cancels the supply of goods agreed to in the Specification Document, the Customer shall be required to pay to the Company as agreed damages and not as a penalty the full amount of any third party costs to which the Company has committed and in respect of cancellations on less than five working days’ written notice the full amount of the goods contracted for as set out in the Specification, and the Customer agrees this is a genuine pre-estimate of the Company’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 7.1 shall be deemed to be a cancellation of the goods and subject to the payment of the damages set out in this clause.
7.4 The Customer shall warrant to the Company that they are over the age of 18 and are legally capable of entering into a binding contract.
7.5 In the event that the Customer, shall omit or commit anything which prevents or delays the Company from undertaking or complying with any of its obligations under this Agreement, then the Company shall notify the Customer as soon as possible and:
7.5.1 the Company shall have no liability in respect of any delay to the completion of any project;
7.5.2 if applicable, the timetable for delivery will be modified accordingly;
7.5.3 the Company shall notify the Customer at the same time if it intends to make any claim for additional costs.
8 COMPANY’S OBLIGATIONS
8.1 The Company will provide the goods as specified in the Specification Document.
8.2 Where applicable, the Company will ensure that all goods supplied comply with the Toy (Safety) Regulations 1995 and are suitably CE marked.
9 CHANGES TO THE SPECIFICATION DOCUMENT
9.1 The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations in the scope of goods to be provided under this Agreement shall be set out in the Specification Document, which shall reflect the changed goods and price and any other terms agreed between the parties.
9.2 The Customer may at any time request alterations to the Specification by notice to the Company. On receipt of the request for alterations the Company shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.
9.3 Where the Company gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Company by notice whether or not it wishes the alterations to proceed.
9.4 Where the Company gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and thereafter the Company shall perform this Agreement upon the basis of such amended terms.
10.1 The Company warrants that as from the date of delivery and for a period of 12 months afterwards the goods, are reasonably free from any defects in design, workmanship or materials.
10.2 Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the work and services to be provided by the Company.
The Customer shall indemnify the Company against all claims, costs and expenses which the Company may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement
12 LIMITATION OF LIABILITY
12.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Company to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates.
12.2 In no event shall the Company be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Company had been made aware of the possibility of the Customer incurring such a loss.
12.3 Subject to Clause 12.4, nothing in these Terms and Conditions shall exclude or limit the Company’s liability for death or personal injury resulting from the Company’s negligence or that of its employees, agents or sub-contractors.
12.4 The Company shall not be liable for any injury to a user of the works which is the result of a failure of the Customer to properly supervise use in accordance with the Company’s recommendations.
Either party may terminate this Agreement forthwith by notice in writing to the other if:
13.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
13.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
13.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
13.4 the other party ceases to carry on its business or substantially the whole of its business; or
13.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
14 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Company, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Company by the execution of appropriate instruments or the making of agreements with third parties.
15 NOTICE OF THE RIGHT TO CANCEL
15.1 Subject to the goods not being personalised or bespoke items, the Customer has a statutory right to a “cooling off” period. This period begins once the Agreement has been made and ends on the soonest of:
(a) 7 Calendar Days after the goods have been delivered; or
(b) when the goods are used; or
(c) when the goods are opened from their original packaging
15.2 If the Customer wishes to cancel the Agreement within the cooling off period the Customer should inform the Company immediately by a clear statement (e.g. a letter sent by post, fax or email to the postal address, fax number or email address specified in the Sales Literature or otherwise notified to the Customer).
15.3 To meet the cancellation deadline, it is sufficient for the Customer to send his or her communication concerning the exercise of the right to cancel before the cancellation period has expired.
15.4 The Customer may cancel the Agreement if the goods have not been delivered within 30 calendar days. The Customer may also cancel the Agreement if the goods are defective.
15.5 If the Customer exercises the right to cancel he/she will receive a full refund of any amount paid to the Company in respect of the Agreement, subject to the provisions of Clause 15.8.
15.6 The Company will refund money using the same method used to make the payment, unless the Customer has expressly agreed otherwise. In any case, the Customer will not incur any fees as a result of the refund.
15.7 The goods must be returned to the Company within 7 Calendar Days of the day on which the Customer informs the Company that he or she wishes to return the goods. The Customer is responsible for paying return shipment costs if the goods are returned for any reason other than them being defective.
15.8 Refunds will be issued within 5 working days and in any event no later than 14 Calendar Days after the Company receives the returned goods. Delivery costs will not be refunded.
15.9 Cancellation Notices shall be deemed served upon the Company. In the case of a Cancellation Notice sent by post, at the time of posting; and
In the case of a Cancellation Notice sent electronically, on the day it is sent.
15.10 Personalised or bespoke items may not be cancelled and may only be returned if they are defective.
16 RETURNS AND REFUNDS
16.1 If the Customer chooses to exercise the right to cancel in accordance with Clause 15 above, any goods received by the Customer must be returned to the Company in accordance with this Clause 16.
16.2 The Customer must comply with the following when returning goods:
16.2.1 The Customer must inform the Company of their exercise of the right to cancel within the period required by Clause 15.
16.2.2 The goods must be returned in their unopened original packaging, unused and their original condition.
16.3 Following the receipt of the goods by the Company, in accordance with this Clause 16, all relevant monies paid by the Customer shall be refunded.
The design of the works shall be completed with the reasonable skill and care of a company experienced in completing design works of a similar size and complexity of those detailed in the Specification Document.
17.1 Any defects in the goods that become apparent up to the end of the warranty period detailed in Clause 10.1, shall be notified to the Company in writing. Subject to the defect being bona fide and not the result of fair wear and tear, the Customer’s negligence or failure to follow the Company’s recommendations, the Company shall make mutually convenient arrangements to visit the Customer and complete remedial works or replace the item. In the event that defects are of relatively minor nature and do not have an adverse effect on the safe use of the goods for the end user, the Company may at its discretion delay its visit to suit its programme of other works.
17.2 For the purpose of this clause 17, minor variations in colour, texture and other visual imperfections shall not be considered as defects. Any photographs in brochures may show variations in colour due to camera settings or fabric texture and samples may show colour variation due to age. Any minor discrepancy in perceived colour between any goods and any sales literature, samples or similar shall not be considered a defect.
18.1 If the Customer has any complaints with respect of the service or goods provided by the Company, these should in the first instance be addressed to the Company’s Customer Service Department.
18.2 The Customer shall allow the Company a minimum 14 days from the complaint in order to respond.
18.3 If the Customer does not accept the response to a complaint as detailed in Clause 18.2, then they shall notify the Company in writing within 21 days of the complaint originally being made.
18.4 The Company shall be allowed a further 7 days from receipt to respond to the notice of non acceptance detailed in Clause 18.3.
19 COMPANY’S WEB SITE AND SALES LITERATURE
All offers made are current at the date of publication and may be withdrawn or amended by the Company at any time. A written quotation issued by the Company is valid and open for acceptance for 28 days or the date detailed on the quotation, whichever is sooner.
20 COMPANY’S RECOMMENDATIONS
20.1 The Company recommends that the Customer takes advantage of any familiarisation training and maintenance packages to ensure the safe use of the goods.
20.2 The Company recommends that all activities involving the goods are supervised by competent individuals who are familiar with the goods. Any photographs and brochures issued by the Company are intended as a guide only and it is the responsibility of the individual supervising the activity to ensure that it is appropriate for the end user and safely managed.
21 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
22 INDEPENDENT CONTRACTORS
The Company and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Company may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Company of its obligations under this Agreement or any applicable Specification Document.
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Company.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
27 ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
28 NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
29 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.