Richmond Containers CTP Ltd a Limited Company, incorporated in Scotland (Company number SC451840) and having its registered office at Middleton House, 22 Hawbank Road, Glasgow, G74 5HA, UK
1.1. “Conditions” means the terms and conditions set out herein.
1.2. "Contract" means the contract between Richmond and the Purchaser for the sale and purchase of the Goods in accordance with these Conditions.
1.3. “Goods” means the products supplied by Richmond to the Purchaser.
1.4. “Purchaser” means the person, company, firm or other legal entity who purchases Goods from Richmond.
1.5. “Richmond” means Richmond Containers CTP Ltd a Limited Company, incorporated in Scotland (Company number: SCO451840) and having its registered office at Middleton House, 22 Hawbank Road, Glasgow, G74 5HA, UK.
1.6. These Conditions represent the entire agreement between the Purchaser and Richmond in relation to the Contract to the exclusion of all other terms and conditions which the Purchaser may seek to impose upon Richmond.
2.1. All dimensions and volumes given in any literature, website or brochures are approximate, and descriptions of colours are for guidance only and may be subject to alteration.
2.2. Any advice or opinion given by Richmond, or any recommendations made should not be relied upon without obtaining independent specialist advice. The Purchaser must satisfy itself as to the suitability of any Goods purchased for their intended or actual use, and as to all aspects of health and safety, and upon submitting an order, the Purchaser shall be deemed to have done so.
2.3. Richmond reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable statutory or EU requirement, or where the Goods are to be supplied to the Purchaser's specification, which do not materially affect their quality or performance.
3.1. Prices are correct at the time of printing but are subject to alteration without notice.
3.2. All prices quoted in the order are exclusive of VAT unless otherwise stated.
3.3. Payment for the Goods shall be made in full to Richmond no later than the 30th day following the last date of the month in which the invoice for the Goods is issued by Richmond ("Due Date").
3.4. Time for payment shall be of the essence.
3.5. If the Purchaser fails to make payment in full by the Due Date then, without prejudice to any other right or remedy available to Richmond, Richmond shall be entitled to:-
a) withdraw any credit facilities, terminate the Contract and / or suspend any further performance under the Contract, including deliveries, to the Purchaser;
b) charge the Purchaser interest from the Due Date, on the amount unpaid at the Due Date, at the rate of 8 per cent per annum above the Bank of England plc base rate from time to time (in accordance with the Late Payment of Commercial Debts (Interest) Act 1988), until payment is made in full;
c) institute legal proceedings against the Purchaser if it does not make payment in full following a seven day demand letter to recover the total sums due, including accruing interest and legal fees; and / or
d) exercise its right to repossess the Goods.
4.1. Subject to the sole discretion of Richmond, the Purchaser may not cancel, defer or amend an order for Goods once Richmond has acknowledged the order orally or in writing.
4.2. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Richmond 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.
4.3. Richmond reserves the right to terminate the Contract with immediate effect and without any liability to the Purchaser if the Purchaser makes a voluntary arrangement with its creditors, becomes bankrupt, becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction), or Richmond reasonably believes that any of the foregoing events are about to occur.
4.4. Richmond reserves the right to defer the date of delivery or to cancel the Contract without liability if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control including, without limitation, any act of God, war, terrorism, industrial action, fire, flood or explosion.
5.1. Delivery of the Goods shall be to the delivery address given by the Purchaser on the application for credit form, unless otherwise specified.
5.2. Delivery rates will be charged at Richmond’s discretion. Any dates specified by Richmond for delivery of the Goods are intended to be an estimate only. Time for delivery is not of the essence. If no date is specified then delivery will be within a reasonable time.
5.3. The Purchaser must take delivery of the Goods on the date specified by Richmond. In the event of the Purchaser arranging collection of the Goods, the Purchaser shall collect the Goods within 7 days of Richmond giving notice that the Goods are ready for collection.
5.4. If the Purchaser fails to take delivery on the specified date or fails to collect the Goods within 7 days then Richmond may charge a storage fee for holding the Goods until collection or delivery.
5.5. If Richmond delivers to the Purchaser a quantity of Goods of up to 10% more or less than the quantity ordered by the Purchaser, the Purchaser shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such Goods at the pro rata rate.
5.6. Richmond shall not be liable for any damage to the Goods unless:
a) the Purchaser has given written notice of the defect to Richmond, and (if the defect is as a result of damage in transit) to the carrier, within 3 days of the date of delivery; and
b) Richmond is given a reasonable opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them.
5.7. Richmond shall not be liable for damage if:-
a) the Purchaser makes any further use of the Goods after giving Richmond notice of a defect; or
b) the defect arises because the Purchaser failed to follow Richmond’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practices; or
c) the Purchaser alters or repairs such Goods without the written consent of Richmond.
5.8. Subject to clauses 5.6 and 5.7, if the Goods are not of satisfactory quality, Richmond shall at its option repair or replace such Goods or refund the price of such Goods at the pro rata rate provided that, if Richmond so requests the Purchaser shall return the Goods to Richmond.
5.9. If the Goods have been ordered by the Purchaser to a particular specification of the Purchaser’s then the Purchaser shall be responsible for the specification and shall not be entitled to reject the Goods unless the same are damaged or do not comply with the Purchaser’s specification.
6.1. The Goods are at the risk of the Purchaser from the time of delivery or at time of collection by the Purchaser.
6.2. Ownership of the Goods shall not pass to the Purchaser until Richmond has received in full (in cash or cleared funds) all sums due to Richmond in respect of:
a) the Goods; and
b) any other sums which are or which become due to Richmond.
6.3. Until ownership of the Goods has passed to the Purchaser, the Purchaser must:-
a) hold the Goods in trust for Richmond;
b) store the Goods (at no cost to Richmond) separately from all other goods of the Purchaser or any third party in such a way that they remain readily identifiable as Richmond’s property;
c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
d) maintain the Goods in a satisfactory condition and keep them insured on Richmond’s behalf (at no cost to Richmond) for their full price against all risks to the reasonable satisfaction of Richmond. On request, the Purchaser shall produce the policy of insurance to Richmond.
6.4. The Purchaser hereby grants Richmond, its agents and employees an irrevocable license at any time to enter any premises where the Goods are or may be stored in order to inspect them and repossess them.
6.5. If Richmond repossesses the Goods:-
a) any amount received by Richmond when it then sells the Goods shall be retained by it. If Richmond sells the Goods for less than the amount owed, the Purchaser shall still owe the difference between the amount obtained in selling the Goods and the amount owed;
b) the Purchaser shall also be liable to Richmond for all costs, charges and expenses (including legal costs) incurred by it in the sale and repossession of the Goods; and
c) the Purchaser does not have a right to return the Goods instead of paying the outstanding amount. However, Richmond may agree in certain circumstances to the return of the Goods rather than pursuing the Purchaser for payment. If Richmond do accept the return of the Goods, the Purchaser shall be liable to Richmond for the expenses incurred by it.
7.1. Richmond’s total liability in contract, delict (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the Goods shall be limited to the price of the Goods.
7.2. Richmond shall not be liable to the Purchaser for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Goods.
7.3. Nothing in these Conditions seeks to exclude or limit the liability of Richmond for death or personal injury caused by Richmond’s negligence or fraudulent misrepresentation.
8.1. The Purchaser grants Richmond a non-exclusive license to use the copyright, registered design and/or design right (“IPR”) in any design provided to Richmond to manufacture, process or decorate the Goods.
8.2. The Purchaser warrants that:-
a) it owns the IPR in the Goods free from any claims or encumbrances and is entitled to grant the rights granted under these Conditions; and
b) the IPR does not infringe the statutory or common law rights of any third parties.
8.3. The Purchaser shall indemnify Richmond against all and any loss, damages or costs sustained by Richmond arising out of any breach by the Purchaser of any of its warranties under these Conditions and, at the request of Richmond, it shall provide all reasonable assistance to enable Richmond to resist any claim, action or proceedings brought against Richmond as a consequence of that breach.
9.1. These Conditions are governed by the laws of Scotland and subject to the exclusive jurisdiction of the Scottish Courts.