RG OFFICE SERVICES LTD                              CONDITIONS OF SALE

1.   BASIS OF THE SALE
1.1 Any order submitted to RG Office Services Ltd (“the Seller”) will be subject to these conditions, to the exclusion of any terms or conditions which the Purchaser may purport to introduce. The Seller will only be bound when it has expressly accepted the order in writing or delivered the goods and these Conditions will be incorporated into and govern the contract between the Seller and the Purchaser (“the Contract”).
1.2 The Purchaser must ensure that the terms of its order are complete and accurate, and give the Seller any necessary information relating to the goods within a sufficient time to enable the Seller to perform the Contract in accordance with these Conditions.
1.3 Any typographical, clerical or other errors or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without liability on the part of the Seller.
1.4 Subject to the remaining provisions of these terms there shall be no variations to the contract works, whether by addition, modification, or omission or otherwise unless the price & specification of any proposed variations are agreed to in writing by the Seller and Purchaser. The contract works include but are not limited to the supply, delivery and installation of goods. Such variations are subject to supply chain and manufacture lead-in times and shall not form part of programmed works.

2.   PRICING AND TERMS OF PAYMENT
2.1 All prices quoted are exclusive of Value Added Tax (VAT) and any other indirect tax or duty which shall be added to the price at the appropriate rate.
2.2 Unless otherwise agreed in writing by the Seller, all sums due must  be paid by the Purchaser no later than the date of the Seller’s invoice or date of delivery, whichever comes first, unless agreed in writing.
2.3 Time for payment shall be of the essence.
2.4 If the Purchaser fails to make any payment by the due date then, without limiting any other right or remedy available to it, the Seller may:-
    (a) withdraw the credit facilities, cancel the contract in part or in whole or suspend any further deliveries to the Purchaser; and/or
    (b) charge the Purchaser interest (both before and after any judgement) on the amount unpaid, at the rate of 4% per annum above the Barclays Bank plc base rate from time to time and claim any legal or professional costs incurred by the Seller in recovering all sums due by the Purchaser.

3.   DESIGN
3.1 Design, material, finish and packaging are liable to change without notice by the Seller in the light of continuing development.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller’s catalogues, brochures or website are issued or published for the sole purpose of giving an approximate idea of the goods described in them and are therefore for guidance purposes only. As such may be subject to change or improvement in specification.

4.    CANCELLATION
4.1 The Purchaser shall not be entitled to cancel, defer or amend any order placed by it which has been accepted by the Seller without the prior written consent of the Seller. In the event of such agreement, the Purchaser shall compensate the Seller forthwith on demand for any loss (including loss of profit) incurred by the Seller as a result of such cancellation.

5.    DELIVERY
5.1 Delivery will be charged at the discretion of the Seller. 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 however caused.
5.2 Where the goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Purchaser in respect of any one or more instalments shall not entitle the Purchaser to treat the Contract as a whole as repudiated.
5.3 Any liability of the Seller for non-delivery of the goods shall be limited to replacing the goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such goods.
5.4 If the Purchaser fails to take delivery of the goods or fails to give the Seller adequate delivery instructions before the delivery date agreed between the Seller and Purchaser then, without limiting any other right or remedy available to the Seller , the Seller may:-
   (a) store the goods until actual delivery and charge the Purchaser for the reasonable costs (including such insurance as the Seller, in its discretion may effect) of storage; or
   (b) sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Purchaser for the excess over the price under the Contract or charge the Purchaser for any shortfall below the price under the contract. Risk shall remain with the Purchaser during any storage.
5.5 Where the goods are delivered by the Seller directly to the Purchaser’s customer such customer shall accept the goods as agent of the purchaser for the purpose of this order.

6.    INSTALLATION
6.1 Where it has been agreed that the Seller will install the goods the Purchaser shall ensure that:
    (a) at the time of delivery and installation all rooms are finished and ready for the Seller to install the goods;
    (b) at the time of installation the Seller has clear and unrestricted access to the building and to the rooms;
    (c) at the time of installation appropriate lifts and/or hoists are in place should they be required. These will be provided at the Purchaser’s expense and shall be operated by suitably qualified personnel. The lifts and hoists must be capable of bearing the weight of the goods;
    (d) at the time of the installation appropriate external scaffolding is erected if required for access. Scaffolding will be provided at the Purchaser’s expense and will be erected by suitably qualified personnel and will be inspected and tagged safe prior to use
    (e) any goods left on site during the installation are the Purchaser’s responsibility and should be checked. Where the goods do not form part of the Purchaser’s order and the Purchaser believes that these items are the Seller’s, such goods must be returned to the Seller as soon as reasonably practical;
    (f) the Seller is given sufficient time in which to apply for and receive the relevant parking permits for its vehicles. Any charges incurred relating to parking will be charged at cost to the Purchaser. In the event that insufficient notice is given to the Seller in terms of delivery dates and/or as a result of parking permits being unobtainable, all costs relating to parking fines will be the sole responsibility of the Purchaser and the Purchaser accepts full responsibility for any associated delays;
    (g) a safe working environment exists and that the building is secures at all times;
    (h) if the Seller is unable to install the goods as a result of any failure on the part of the Purchaser then, without limiting any other right or remedy available to the Seller, the Seller may store the goods until actual delivery and charge the Purchaser for the reasonable costs (including such instance as the Seller, in its discretion may effect) storage. Risk shall remain with the Purchaser during any storage;
    (i) the relevant insurance cover is in place in respect of the installation, including but not limited to public liability insurance to a minimum of £5,000,000.
6.2 The Seller reserves the right to cease installation of the goods following a risk assessment which identifies the site as unsafe for the Seller’s personnel.
6.3 All installations must be signed off on practical completion and any issues must be reported to the Seller within three days of sign off.
6.4 The Seller will be entitled to recover costs from the Purchaser if the Purchaser’s programme of installation works cannot be carried out as scheduled due to delays caused either by the  Purchaser or by other contractors or for any other reason.
6.5 For the avoidance of doubt the Seller may also engage in the following activities provided a written agreement is in place between the Purchaser and the seller. These activities include but are not limited to the de-commissioning and re-commissioning of:-
    (a) telephones;
    (b) desktop IT, servers and peripheral IT equipment;
    (c) packing of personal effects, general filing and desk contents;
    and or
    (d) photocopiers and also the removal of photocopiers.

7.    CLAIMS FOR DAMAGE OR LOSS IN TRANSIT
7.1 The Seller will not consider any claims for damage or partial loss of the goods unless the Purchaser notifies in writing to the Seller or the carrier within the three days following the receipt of the goods.

8.    RETURNS
8.1 No returns will be accepted of goods which have been supplied in accordance with the Purchaser’s order. No goods are supplied on a sale or return basis.

9. PASSING OF PROPERTY AND RISK
9.1 The goods are at the risk of the purchaser at the time of delivery.
9.2 Ownership of the goods shall not pass to the Purchaser until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of;
    (a) the goods; and
    (b) all other sums which are or which become due to the Seller from the Purchaser on any account.
9.3 Until ownership of the goods has passed to the Purchaser, the Purchaser shall;
    (a) hold the goods on a fiduciary basis on the Seller’s behalf;
    (b) store the goods (at no cost to the Seller) separately from all other goods of the Purchaser or any third party in such a way that they remain readily identifiable as the Seller’s property.
9.4 Not destroy, deface or obscure any identifying mark or packaging on or relating to the goods; and maintain the goods in satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller.
9.5 Notwithstanding the foregoing, the Seller consents (such consent being revocable by the Seller at any time) to the Purchaser re-selling the goods before ownership has passed to it solely on the following conditions:
    (a) any sale shall be effected in the ordinary course of the Purchaser’s business as full market value; and any such sale shall be a sale of the Seller’s property on the Purchaser’s own behalf and the Purchaser shall deal as principal when making such a sale;
    (b) prior to full payment, the Purchaser shall be and is hereby appointed trustee in respect of the proceeds of such sale or otherwise thereof, including insurance proceeds and shall keep such proceeds separate from the monies or property of the Purchaser and third parties holding the same in a fiduciary capacity for the Seller and accounting to the Seller therefore.
9.6 In the event of the sale of goods the Purchaser shall hold in trust for the Seller the proceeds of sale of such goods.
9.7 The Purchaser’s right to possession of the goods shall terminate immediately if:
   (a) the Purchaser has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief if insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Purchaser, or any proceedings are commenced relating to the insolvency or possible insolvency of the Purchaser; or
   (b) the Purchaser suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Seller & the Purchaser, or its unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Purchaser ceases to trade; or
   (c) the Purchaser encumbers or in any way changes any of the goods.
9.8 The Seller shall be entitled to recover payment for the goods notwithstanding that ownership of any of the goods has not passed from the Seller.
9.9 The Purchaser grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the goods are or may be stored in order to inspect them, or, where the Purchaser’s right to possession has terminated, to recover them.
9.10 Where the Seller is unable to determine whether any goods are the goods in respect of which the Purchaser’s right to possession has terminated, the Purchaser shall be deemed to have sold all goods of the kind sold by the Seller to the Purchaser in the order in which they were invoiced to the Purchaser.

10. LIABILITY
10.1 Under no circumstances will the Seller be liable to the Purchaser for any loss of profits or any other indirect or consequential damage, loss or injury attributable to defects in the goods or otherwise in relation to the performance of any contract entered into between the Seller and the Purchaser. Furthermore, the Purchaser shall indemnify the Seller against any claim for such damage, loss or injury made against the Seller by a third party.
10.2 The Sellers total liability in contract, delict or tort where appropriate (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the goods shall be limited to £500,000 or at the time of notification, the price of the goods, or where the goods are delivered in instalments the price of the instalment of which the goods formed part, whichever is the lesser.
10.3 The Seller shall be under no liability in respect of any defect in the goods arising from any drawing’ design or specification supplied by the Purchaser.
10.4 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing) misuse or alteration or repair of the goods without the Seller’s approval.
10.5 The Seller guarantees that the goods will be free from material defects for a period of 5 years from the date of delivery or installation. Should goods be shown to be materially defective by the Purchaser to the Seller within this period, the Seller will either replace the goods or issue a credit note to the sum of the defective goods within a reasonable time.
10.6 Nothing in these conditions shall limit the Seller’s liability for death or personal injury.
10.7 Except as expressly provided in these Conditions, all warranties or other terms implied by the statute or common law are excluded to the fullest extent permitted by law.

11. CONFIDENTIALITY
11.1 Any information provided by the Seller concerning the business, affairs of the Seller, or information regarding the design and or price of the delivery and/or the installation goods must be treated as confidential by the purchaser.

12. FREEDOM OF INFORMATION
12.1 The Seller acknowledges that the Purchaser may be subject to the requirements of Freedom of Information legislation and shall co-operate with the Purchaser to enable the Purchaser to comply with the information disclosure requirements.
12.2 Notwithstanding 12.1, the purchaser hereby acknowledges that the information described in clause 11.1 is confidential and any disclosure of such information would prejudice the commercial activities of the Seller.
12.3 The purchaser must provide the Seller with written notice of any request under the Freedom of Information legislation and give the Seller reasonable time to make representations with regard to the request and any exemptions to the legislation.

13. GENERAL
13.1 The Seller may at any time assign all or any of its rights and obligations under the Contract or these Conditions to any third party at its sole discretion.
13.2 No waiver by the Seller of any breach of these Conditions by the Purchaser shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.3 If any provision of these Conditions are said 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 therein.
13.4 The Seller will not be liable to the Purchaser for any breach of contract arising from or which may have been caused by Act of God, force majeure, war, riot, civil commotion, military power, Government legislation, fire, accident, strike or other industrial action, lock-out, adverse weather conditions, delays in transport or by any other matter over which the Seller has no control. If such circumstances continue for a continuous period in excess of 90 days, either the Seller or Purchaser shall be entitled but not obliged to terminate the Contract upon prior written notice.
13.5 These conditions shall be governed and construed in accordance with English law and the parties submits to the exclusive jurisdiction of the English courts, without prejudice to the rights of the Seller to seek recovery of any sum due by the Purchaser before any court of competent jurisdiction.
Please read these terms and conditions and then sign below to state that you have understood and will be bound
by them.

Please also sign each page once you have printed them and fax back to us on 01903 753458.

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