TERMS AND CONDITIONS FOR THE SALE OF GOODS


We are Richmond Containers CTP Limited (Company Number SC451840) and having our registered office and main trading address at 2 Redwood Avenue Redwood Avenue, East Kilbride, Glasgow, Scotland, G74 5PE ("Richmond"). Our VAT registration number is 856 7970 64.
The website, www.richmondcontainers.com (“Website”) is operated by or on behalf of us.
In these Conditions, when we refer to we, us, our etc, we are referring to Richmond. When we refer to you, we are referring to you, the customer. You can contact us by writing to us at the above address, by emailing sales@richmondcontainers.com or by calling us on +44 (0) 1355 236170.


1. DEFINITIONS

In these Conditions:
"Conditions" means these terms and conditions of sale;
"Contract" means the contract formed in accordance with section 3 below for the purchase and sale of the Goods;
“Email/Phone Order” means an order for Goods which you submit to us via email or over the phone;
"Goods" means the products (including, but not limited to, jars, bottles, tubs and pails, flexible packaging, closures, dosing devices and dispensers) which we make available for sale;
"Event Outside Our Control" means any act or event beyond our reasonable control including, without limitation, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, an act of God, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
“Online Order” means an order that you submit for Goods online via the Website (including via any customer account you may have); "Order" means an order for Goods which you submit to us through: (i) an Online Order; or (ii) an Email/Phone Order.


2. PLACING AN ORDER

2.1 In order to place an Order, you must be (i) purchasing on behalf of a business; and (ii) over the age of 18 years. If you are a consumer and wish to purchase any goods or services, please contact us using the details provided above.

2.2 When you order any Goods, these Conditions will apply to that Order. As part of the order process you will be asked to accept or will be made aware of these Conditions. If you do not wish to accept these Conditions then you should not continue to place your Order. Your continuation with your Order shall be deemed to be your acceptance of these Conditions.

2.3 If we accept your Order, these Conditions will form the basis of the Contract between us. Please see section 3 below for more information on how the Contract between us is formed. You should print a copy of these Conditions or save them to your computer for future reference.

2.4 It is your responsibility to ensure that the details of your Order are correct and accurate and that you provide us with all information relevant to your Order. For Online Orders you are able to check for and amend any errors before submitting your Order. We shall not be responsible for any errors which you make when inputting or submitting your Order.

2.5 Minimum order quantities apply as outlined on our Website.


3. HOW A CONTRACT IS FORMED BETWEEN US

3.1 When you place an Order, you are offering to buy those Goods from us. We will send you an e-mail or verbal confirmation (“Initial Confirmation”) shortly after you place your Order. However, this Initial Confirmation is simply acknowledging receipt of your Order and does not mean that your Order has been accepted. You should note that we are not obliged to accept your Order and no contract exists between us for those Goods at this stage.

3.2 If we accept your Order, we will send you an acceptance email which confirms: (i) the details of the Goods, and (ii) the total order value ("Order Acknowledgement"). The Contract between us is formed when we send you the Order Acknowledgement.

3.3 If we are unable to supply you with Goods, for example, because the Goods are not in stock, are no longer available, or because of an error in the price, we will inform you of this by e-mail and we will not process your Order. If you have already paid for the Goods, we will refund the full amount of your payment if you do not wish to order alternative Goods from us or order the Goods at the correct price.


4. OUR GOODS

4.1 Whilst we display images of the Goods on the Website and in our brochure / literature, these images are for illustrative purposes only. We will do what we reasonably can to make sure that the images are a fair representation of the Goods. However, we cannot guarantee in respect of our Website that your computer's display of the colours accurately reflect the colours of the Goods. You should also note that images of the Goods on the Website and in our brochures / literature may not be representative of the actual size of the Goods. All dimensions and volumes given in any literature / brochures and on the Website are approximate, and descriptions of colours are for guidance only and may be subject to alteration.

4.2 For the purpose of the Contract, the quantity and description of the Goods will be set out in the Order Acknowledgement.

4.3 We reserve the right to alter the Goods or any relative specifications without notice at any time (i) in order to comply with any applicable statutory or regulatory requirement; or (ii) where the alteration does not (in Richmond's opinion) materially affect the quality or performance of the Goods.

4.4 Goods will be checked according to our standard AQLs and quality checks (unless you have specified other checks to apply which have been agreed by us in writing as part of your Order)


5. DELIVERY

5.1 We will do what we reasonably can to meet the estimated delivery date set out in the Order Acknowledgement, with the Goods to be delivered to the address stated in the Order Acknowledgement. However, please note that this date is only an estimate and may be affected by an Event Outside Our Control. If we are unable to meet the estimated delivery date, we will contact you with a revised estimated delivery date. If no date is specified in the Order Acknowledgement, then delivery will be within a reasonable time.

5.2 Richmond reserves the right to impose a standard delivery and handling charge on Orders to UK mainland under a certain value as outlined on our Website or otherwise as notified to you . For all Orders above this amount and/or for Orders to outside of the UK mainland the delivery and handling charge will be quoted on a case-by-case basis by our logistics department.

5.3 If you order Goods from our site for delivery outside of UK mainland, your Order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount. You will be responsible for payment of any such import duties and taxes. Where you are collecting the Goods or where we deliver your Order to a third party within the UK who will be exporting your Order outside of the UK, you will provide us with proof of export within three months of the date of our delivery.

5.4 In the event that you wish to collect the Goods, Richmond shall notify you when the Goods are ready for collection. If you fail to collect the Goods within 7 days of this notification, then Richmond may charge a storage fee for holding the Goods until you do collect them.


6. PRICE AND PAYMENT

6.1 The prices on the Website and in our brochures are in POUNDS STERLING and are exclusive of VAT and any other applicable taxes (which are charged at the current rate at the time of purchase), unless stated otherwise on the Website or in our brochure. We will do what we reasonably can to ensure that the prices stated on the Website and brochure are accurate and up to date. In the event of any pricing errors, we will notify you by email and give you the opportunity to re-confirm your Order at the correct price.

6.2 Save where you have been approved as a credit account customer by us (see clause 6.3 below), you must pay for the Goods at the time of submitting your Order, although we will not actually take payment until we issue the Order Acknowledgement. Payments must be made by BACS, international bank transfer, credit or debit card (please see the relevant part of the Website for a list of those payment cards accepted and method of payment). By submitting a credit or debit card number, you: (a) confirm that your use of the particular card is authorised and that all information that you submit is true and accurate; and (b) authorise us to charge to the card all amounts payable by you to us (including VAT and any other applicable taxes) in connection with your Order. You should note that we use Sage Pay to collect/process transaction information – Sage Pay's security policy can be accessed through the following link http://www.sagepay.co.uk/policies/security-policy.

6.3 Where you are a credit account customer, you must pay for the Goods within the agreed time period stated on the terms set out when your credit account was set up, and stated on the VAT invoice issued to you. If no payment terms have been agreed by us, you must pay for the Goods within thirty (30) days from the date of the invoice unless agreed otherwise with us in writing.


7. CANCELLATION AND RETURNS

7.1 You may only cancel, defer or amend a Contract with Richmond's agreement in writing.

7.2 Richmond reserves the right to terminate the Contract with immediate effect and without any liability to you if: (i) you make a voluntary arrangement with your creditors, become bankrupt, enter administration or go into liquidation (otherwise than for the purposes of amalgamation or reconstruction); (ii) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; (iii) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy; (iv) Richmond believes that any of the foregoing events are about to occur; or (v) you breach any terms of these Conditions (including failure to make payment for the Goods when due). Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

7.3 Subject to clauses 7.5 and 7.6, if the Goods are damaged or defective, 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 you must return the Goods to Richmond.

7.4 If the Goods have been ordered by you to your particular specification then you shall be responsible for the specification and shall not be entitled to reject the Goods unless the same are damaged or defective or do not comply with your specification.

7.5 It is your responsibility to check the Goods upon delivery. Richmond shall not be liable for any damaged or defective Goods unless:
(a) you have given written notice of the damage/defect to Richmond, and (if the damage/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.
In the event that you do not give notice pursuant to (a) above, you will be deemed to have accepted the Goods (as delivered).

7.6 Richmond shall not be liable for damaged or defective Goods where:-
(a) you make any further use of the Goods after giving Richmond notice of the damage/ defect; or
(b) the damage/defect arises because you 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 no such instructions) good trade practices; or
(c) you alter or repair such Goods without the written consent of Richmond.

7.7 Unless otherwise agreed by us in writing you shall not have any other rights to return Goods to us other than those set out in this clause 7. If we do agree in writing to any return this shall be conditional on: (i) the Goods being returned to us in pristine unused condition; and (ii) the payment by you to us of a re-stocking charge being 15% of the price of the relevant Goods.

7.8 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.

7.9 These Conditions also apply to any repaired or replacement Goods supplied by us to you.


8. TITLE AND RISK

8.1 The Goods are at your risk from the time they are made available for unloading at the address for delivery set out in your Order or (if applicable) collected by you – unless Incoterms state otherwise. However ownership of the Goods shall not pass to you unless and 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.

8.2 Until ownership of the Goods has passed to you, you must:-
(a) hold the Goods in trust for Richmond;
(b) store the Goods (at no cost to Richmond) separately from all of your other goods or those of 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 the Goods;
(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, you shall produce the policy of insurance to Richmond; and
(e) notify us immediately if you become subject to any of the events listed in Clause 7.1(i) to (iii); and

8.3 You hereby grant Richmond, its agents and employees an irrevocable license at any time to enter any premises where the Goods are stored in order to inspect them and repossess them.

8.4 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, you shall still owe the difference between the amount obtained in selling the Goods and the amount owed;
(b) you shall also be liable to Richmond for all costs, charges and expenses (including legal costs) incurred by it in the repossession and sale of the Goods; and
(c) you do 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 you for payment. If Richmond does accept the return of the Goods, you shall be liable for the expenses incurred by Richmond.

8.5 Richmond may at any time after delivery elect to transfer title in the Goods to you, in which case you shall immediately pay all sums due to Richmond.


9. OUR LIABILITY

9.1 We only supply the Goods for use by your business, and you agree not to use the Goods for any resale purposes.

9.2 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.

9.3 Richmond shall not be liable to you for any indirect or consequential loss or damage or 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.

9.4 Except as expressly stated in these Conditions, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.

9.6 We do not make any warranties that the Goods will comply with any rules or regulations that may apply to you. It is your sole responsibility to ensure the Goods comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such laws.

9.7 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 or for any other liability that cannot be excluded by applicable law. This clause shall survive any termination or expiry of the Contract.


10. YOUR INFORMATION

We only use your personal information, which you provide to us in connection with your Order or for any other reason, in accordance with our Privacy Policy which can be found at https://www.richmondcontainers.com/section/Privacy_Policy.



11. INTELLECTUAL PROPERTY RIGHTS

11.1 You hereby grant Richmond a non-exclusive licence to use the copyright, registered design, design right and any other applicable intellectual property rights (“IPR”) in any design provided by you to Richmond to manufacture, process or decorate the Goods.

11.2 You warrant that:-
(a) you own such IPR free from any claims or encumbrances and are entitled to grant the rights granted under clause 11.1; and
(b) such IPR does not infringe the statutory or common law rights of any third parties.

11.3 You shall indemnify Richmond against all and any loss, damages or costs sustained by Richmond arising out of any breach by you of any of the warranties under clause 11.2 and, at the request of Richmond, you shall provide all reasonable assistance to enable Richmond to resist any claim, action or proceedings brought against Richmond as a consequence of that breach.



12. GENERAL

12.1 We will not be responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract which are caused by an Event Outside Our Control or a failure by you to provide us with information or assistance required to complete your Order. Please note our obligations under a Contract will be suspended for the duration of the Event Outside Our Control or until you have provided us with the required information or assistance.

12.2 If any clause of these Conditions is found by any court or relevant authority to be unlawful or unenforceable, the other clauses shall not be affected and shall remain in full force and effect.

12.3 If we fail to insist that you perform any of your obligations under these Conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you.

12.4 We may perform any of our obligations or exercise any of our rights under the Contract ourselves or where applicable, through any other persons (legal or otherwise) or entities.

12.5 We may transfer our rights and obligation under a Contract to another organisation but this will not affect your rights or our obligations under these Conditions. You may only transfer your rights or your obligations under these Conditions to another person if we agree in writing.

12.6 The Contract represents the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

12.7 Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

12.8 These Conditions are made only in the English language.

12.9 These Conditions are governed by the laws of Scotland and are subject to the exclusive jurisdiction of the Scottish Courts.