- THESE CONDITIONS
These Conditions set out the terms and conditions on which we will supply our goods to you. Please read these terms carefully. These terms also set out who we are, how we will provide the goods to you, how either party may end the contract and other important information.
- who we are and how to contact us
- We are Rodtech UK Limited (referred to as “we”, “us”, “Rodtech” in these Conditions), a company registered and incorporated in England and Wales with company number 07279200. Our registered office is at Unit 11 Ironside Way, Hingham, Norwich, Norfolk NR9 4LF.
- Our contact telephone number is 01953 852952 and our email address is firstname.lastname@example.org.
- If we need to contact you we will do so by telephone or by writing to you using the email or postal address provided to us by you.
a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
the terms and conditions set out in this document as amended from time to time in accordance with clause 14.4.
a natural person acting for purposes outside their trade, business or profession.
the contract between Rodtech and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
“Customer” / “you”
the person or firm who purchases the Goods from Rodtech.
has the meaning given in clause 6.1.
“Force Majeure Event”
an event, circumstance or cause beyond a party’s reasonable control.
the goods (or any part of them) set out in the Order.
the Customer’s order for the Goods made through Rodtech’s online checkout process and as set out in the Customer’s online purchase order form.
any specification for the Goods, including any related plans and drawings, that is specifically agreed in writing by the Customer and Rodtech.
value added tax or any equivalent tax chargeable in the UK or elsewhere.
- A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- A reference to a party includes its personal representatives, successors and permitted assigns.
- A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
- Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- A reference to writing or written includes email but not fax.
- Basis of contract
- 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 law, trade custom, practice or course of dealing.
- 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.
- The Order shall only be deemed to be accepted when Rodtech changes the online order status to “processing” and issues an automated email confirming the Goods that are the subject of the Order are to be despatched, at which point the Contract shall come into existence.
- The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
- Any samples, drawings, descriptive matter or advertising produced by Rodtech and any descriptions or illustrations contained in Rodtech’s marketing material such as its brochures or catalogues or on its website 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.
- Any quotation in the form of a pro forma invoice for the Goods given by Rodtech shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
- The Goods are as described in Rodtech’s marketing material and on its website from time to time as modified by any applicable Specification.
- To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify Rodtech 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 Rodtech in connection with any claim made against Rodtech for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Rodtech’s use of the Specification. This clause 5.2 shall survive termination of the Contract.
- Rodtech reserves the right to:
- amend the Goods described in its catalogue and on its website from time to time, without providing notice to the Customer; and
- amend any applicable Specification if required by any applicable statutory or regulatory requirements.
- Rodtech shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) at any time after Rodtech notifies the Customer that the Order has been confirmed whether by e-mail or otherwise.
- Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
- If you are a Consumer, delivery will be made as soon as reasonably practicable in any event within 30 days of the day on which your Order is accepted in accordance with clause 4.3.
- Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Rodtech 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 Rodtech with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
- If Rodtech fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Rodtech shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Rodtech with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
- If the Customer has not accepted actual delivery of the Goods within a reasonable amount of time of Rodtech having despatched the Goods for delivery, Rodtech may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.
- Rodtech may deliver the Goods by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
- Quality OF GOODS – NON-CONSUMERS
- Rodtech warrants that on delivery, the Goods shall:
- conform in all material respects with their description and any applicable Specification; and
- be free from material defects in design, material and workmanship.
- Subject to clause 7.3, if:
- the Customer gives notice in writing to Rodtech within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 7.1;
- Rodtech is given a reasonable opportunity of examining such Goods; and
- the Customer (if asked to do so by Rodtech) returns such Goods to Rodtech’s place of business at the Customer’s cost,
Rodtech shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
- Rodtech shall not be liable for the Goods’ failure to comply with the warranty set out in clause 7.1 in any of the following events:
- the Customer makes any further use of such Goods after giving notice in accordance with clause 7.2;
- the defect arises because the Customer failed to follow Rodtech’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
- the defect arises as a result of Rodtech following any drawing, design or Specification supplied by the Customer;
- the Customer alters or repairs such Goods without the written consent of Rodtech;
- the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
- the Goods differ from their description or any applicable Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
- Except as provided in this clause 7, Rodtech shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 7.1.
- 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.
- These Conditions shall apply to any repaired or replacement Goods supplied by Rodtech.
- QUALITY OF GOODS – CONSUMERS
- If you have any questions or complaints about the Goods you have purchased, we would ask that you contact us at the earliest opportunity.
- We are under a legal duty to supply Goods that are in conformity with this Contract. Nothing in these terms will affect your legal rights as a Consumer.
- The Consumer Rights Act 2015 declares that Goods sold to Consumers must be as described, fit for purpose and of satisfactory quality. This means that during the expected lifespan of the Goods you have the following legal rights as a Consumer:
- if the Goods are defective or faulty you have an initial period of 30 days after receiving the Goods in which you can reject the Goods and request a refund from us; and
- if the Goods are defective or faulty you have a period of up to six months in which you may request that we replace the Goods or, if they can’t be replaced, then you may be entitled to a refund in certain circumstances.
- If you wish to exercise your legal rights as a Consumer to reject the Goods then you must return them to us. Please contact us prior to sending any Goods back to us notifying us of your intentions.
- Title and risk
- The risk in the Goods shall pass to the Customer on completion of delivery.
- Title to the Goods shall not pass to the Customer until the earlier of:
- Rodtech receives payment in full (in cash or cleared funds) for the Goods; and
- the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 9.4.
- Until title to the Goods has passed to the Customer, the Customer shall:
- store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Rodtech’s property;
- not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
- maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
- notify Rodtech immediately if it becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.4; and
- give Rodtech such information relating to the Goods as Rodtech may require from time to time.
- Subject to clause 9.5, the Customer (not being a Consumer) may resell or use the Goods in the ordinary course of its business (but not otherwise) before Rodtech receives payment for the Goods. However, if the Customer resells the Goods before that time:
- it does so as principal and not as Rodtech’s agent; and
- title to the Goods shall pass from Rodtech to the Customer immediately before the time at which resale by the Customer occurs.
- If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.4, then, without limiting any other right or remedy Rodtech may have:
- the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
- Rodtech may at any time:
- require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
- 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.
- Price and payment
- The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out on Rodtech’s website or standard price lists in force as at the date of the Order.
- The price of the Goods:
- excludes amounts in respect of VAT, which the Customer shall additionally be liable to pay to Rodtech at the prevailing rate, subject to the receipt of a valid VAT invoice; and
- may at Rodtech’s absolute discretion exclude the costs and charges of packaging, insurance and transport of the Goods, which in turn may be charged separately to the Customer in accordance with the Shipping & Returns policy listed on Rodtech’s website.
- Rodtech may invoice the Customer for the Goods on or at any time after your Order has been accepted.
- The Customer shall pay each invoice submitted by Rodtech:
- prior to the Goods being despatched; and
- in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence of the Contract.
- If the Customer fails to make a payment due to Rodtech under the Contract by the due date, then, without limiting Rodtech’s remedies under clause 13, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 10.5 will accrue each day at 6% a year above the Bank of England’s base rate from time to time, but at 6% a year for any period when that base rate is below 0%.
- All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- This clause 11 will only apply to those persons dealing as Consumers and in circumstances where the Contract has been concluded away from our premises (for example, through our website or by telephone).
- When you buy Goods online, the Consumer Contract Regulations 2013 legislation gives you the right to cancel the Contract if you so wish, provided that you exercise your right no longer than 14 days after the day on which you receive the G
- Your right to return the Goods or cancel the Contract does not apply to Goods that are bespoke, made to measure or are made to your specification. It does not also apply to any Goods which by reason of their nature cannot be returned. This does not affect your statutory rights if the Goods are faulty or not as described.
- To exercise the right to cancel, you must inform us in writing by email. You must provide the reason of your decision to cancel the Contract by a clear statement, including details of your name, address, details of the Order you wish to cancel and, where available, your phone number and email address.
- If you decide to cancel, you should return the Goods to us at your cost within 14 days of such cancellation and we will reimburse to you (by the method used to pay for the original transaction) the amount in relation to Goods which cancellation right apply. This includes the cost of delivery (except for the supplementary costs arising if you choose a type of delivery other than our standard and least expensive method of delivery).
- The Goods should be returned to us in good condition with all packaging. We may make a deduction from the reimbursement for loss in value of any Goods supplied, if the loss is the result of unnecessary handling by you.
- If you exercise your right to cancel the Contract under this clause we will make the reimbursement no later than 14 days after the day we receive back from you the Goods supplied.
- Limitation of liability
- The restrictions on liability in this clause 12 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
- Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
- death or personal injury caused by Rodtech’s negligence, or the negligence of its employees, agents or subcontractors (as applicable); or
- fraud or fraudulent misrepresentation.
- Limitation of liability – Consumers.
- If you are a Consumer, we are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breach or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if at the outset of the Contract, both we and you knew it might happen.
- We are not liable for business losses. We will only supply the Goods to end users. If you use the Goods for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
- Limitation of liability – Non-Consumers.
- Subject to clause 12.2, Rodtech’s total liability to the Customer shall not exceed the price of the Goods set out in the Order.
- Subject to clause 12.2, the following types of loss are wholly excluded:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of use or corruption of software, data or information;
- loss of or damage to goodwill; and
- indirect or consequential loss.
- This clause 12 shall survive termination of the Contract.
- Without limiting its other rights or remedies, Rodtech may terminate this Contract with immediate effect by giving written notice to the Customer if:
- the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within a period of 5 Business days after being notified in writing to do so;
- the Customer (not being a Consumer) takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- the Customer (not being a Consumer) suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
- the Customer’s financial position deteriorates to such an extent that in Rodtech’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
- Without limiting its other rights or remedies, Rodtech may suspend provision of the Goods under the Contract or any other contract between the Customer and Rodtech if the Customer becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.4, or Rodtech reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
- Without limiting its other rights or remedies, Rodtech may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
- On termination of the Contract for any reason the Customer shall immediately pay to Rodtech all of Rodtech’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Rodtech shall submit an invoice, which shall be payable by the Customer immediately on receipt.
- Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
- Force Majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for four weeks, the party not affected may terminate this Agreement by giving 10 days’ written notice to the affected party.
- Assignment and other dealings.
- Rodtech may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
- The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, 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 Rodtech.
- Entire agreement (applicable to non-consumers only).
- This 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.
- 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 this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
- Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- Waiver. 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.
- Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract.
- Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
- 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.
- Jurisdiction. 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 this Contract or its subject matter or formation.