In this document, the following words shall have the following meanings:
“Agreement” means these Terms and Conditions, together with the terms of any applicable Order Acknowledgement or Order Confirmation
“Customer” (or “The Buyer”) means the organisation or person who purchases goods and services from the Supplier
“Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable
“Order Acknowledgement/ Confirmation” means a statement of work, quotation or other similar document describing the goods and/or services to be provided by the Supplier
“Supplier” (or “ROSSS”) means Magrini (UK) Limited T/A ROSSS, Unit 3 Jamage industrial Estate, Talke, Stoke-on-Trent, Staffordshire, ST7 1XW
2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and/or services by the Supplier to the Customer.
2.2 Before the commencement of the supply of goods, the Supplier shall submit to the Customer an Order Acknowledgement or Order Confirmation, which shall specify the goods and services to be supplied and the price payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Order Acknowledgement. All Order Acknowledgements shall be subject to these Terms and Conditions. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied.
2.3 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames, but time shall not be of the essence in the performance of any services.
3) Price and Payment
3.1 Goods will be invoiced when delivery has been completed to the agreed delivery address, unless otherwise agreed in writing.
3.2 The price for the supply of goods and/or services are as set out in the Order Acknowledgement. Payment terms and customer credit limits are as agreed and confirmed by ROSSS when the initial Customer account set up procedure takes place. These terms will also be displayed on all invoices.
3.3 ROSSS reserves the right to refuse to execute any order or contract if the arrangements for payment or the credit of the Buyer appear to be, or have become unsatisfactory. Credit limits will be monitored regularly and amended where necessary using an external credit checking company.
3.4 ROSSS accepts payment by the following methods: cheque, BACS or card payment in person or over the telephone. ROSSS does not accept any form of cash payment.
3.5 Invoiced amounts shall be due and payable in compliance with terms detailed in the Order Acknowledgement. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due, from day to day until the date of payment. This is at a rate of 4.00% per annum above the base rate of the Bank of England.
3.6 Should Debt Collection Services be necessary to retrieve amounts outstanding, the Customer will be liable for all costs incurred.
4) Specification of the Goods
4.1 All goods shall be required only to conform to the specification in the Order Acknowledgement. For the avoidance of doubt, no description, specification or illustration contained in any product pamphlet or other sales/marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract.
5.1 The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract, and the Supplier 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 Unless the contract provides to the contrary, ROSSS may deliver by instalments. This will be communicated to the customer prior to delivery. Each instalment will be invoiced on delivery, and will be payable when each invoice falls due – regardless of whether the whole order has been delivered in full.
5.3 All risk in the goods shall pass to the Customer upon delivery.
5.4 Unless otherwise expressly agreed in writing, delivery shall be made by ROSSS’s chosen delivery/ Courier Company. If the customer is to arrange to collect the goods, this will take place at the premises of ROSSS and ROSSS shall load the Goods on the vehicle provided by the Buyer.
6.1 Title in the Goods supplied shall not pass to the Buyer until ROSSS has received full payment for those Goods.
7) Customer’s Obligations
7.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:
7.1.1 Co-operate with the Supplier;
7.1.2 Provide the Supplier with any information reasonably required by the Supplier;
7.1.3 Obtain all necessary permissions and consents which may be required before the commencement of the services;
7.1.4 In the case of sales where the Goods are to be delivered by ROSSS to the Buyer in a country outside the United Kingdom, the buyer must pay all additional charges or taxes necessary e.g. Goods and Service Tax etc. These additional charges or taxes are not the responsibility of ROSSS.
7.1.5 Comply with such other requirements as may be set out in the Order Acknowledgement or otherwise agreed between the parties.
7.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier 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 Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the goods and services agreed to in the Order Acknowledgement, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed. 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 services and subject to the payment of the damages set out in this Clause.
7.4 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:
7.4.1 The Supplier shall have no liability in respect of any delay to the completion of any project;
7.4.2 If applicable, the timetable for the project will be modified accordingly;
7.4.3 The Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.
7.5 Where installation services are to take place, it is the Buyers’ responsibility to provide the following services at the Buyers’ own cost and risk, and in good time to enable ROSSS to carry out the installation service:
7.5.1 Access to any relevant parts of the site;
7.5.2 Removal from the site of all Buyers’ property not necessary for performance of the service;
7.5.3 Any scaffolding or plant equipment necessary for the work (unless it is otherwise agreed in writing that ROSSS will provide this);
7.5.4 All labour not offered in the quotation;
7.5.5 Lighting, power or water or other necessary services;
7.5.6 Secure storage for all of ROSSS’s equipment on site; and
7.5.7 The use of welfare facilities and WC
8) Alterations to the order acknowledgement
8.1 The parties may at any time mutually agree upon and execute new Order Acknowledgements. Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in the Order Acknowledgement, which shall reflect the changed goods and/or services and price and any other terms agreed between the parties.
8.2 The Customer may at any time request alterations to the Order Acknowledgement by appealing directly to the Supplier. On request for alterations the Supplier shall supply and submit to the customer an amended Order Acknowledgement, showing altered goods and services and the effect of such alterations, if any, on the price and any other terms already agreed between the parties.
9) Warranties Concerning Description of Goods
9.1 Except where ROSSS and the Buyer have otherwise expressly agreed in writing, the sale shall not be by samples submitted, descriptions, illustrations or forecasts in trade literature catalogues/brochures or otherwise howsoever shall be taken as showing type, class or general character only and not as importing terms or warranties as to substance, performance, colour, quality or dimension, and the failure to conform with such samples, descriptions or illustrations shall not constitute any breach of contract on the part of ROSSS.
9.2 Where a sample or samples have been provided to the Buyer to demonstrate their colour, the Buyer shall choose the colour that the Buyer wants by signing the colour sample label attached to the chosen sample, or its packaging, and returning the signed colour sample label to ROSSS. The Buyer shall not be entitled to reject Goods provided by ROSSS for any reason relating to the colour of the Goods where the Goods supplied are in conformity with the colour chosen by the Buyer as indicated by the colour sample label signed by the Buyer, and Delta E is <5.0.
10.1 The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier.
11) Limitation of Liability
11.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier 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.
11.2 In no event shall the Supplier 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 Supplier had been made aware of the possibility of the Customer incurring such a loss.
11.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.
12.1 Either party may terminate this Agreement forthwith by notice in writing to the other if 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;
12.2 The other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
12.3 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;
12.4 The other party ceases to carry on its business or substantially the whole of its business; or
12.5 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.
13) Intellectual Property Rights
13.1 The policy of ROSSS is one of continuous technical improvement and ROSSS therefore reserves the right, from time to time, to review, modify or vary the technical specifications and designs of any Goods provided that the quality and finish of the Goods as delivered shall be at least equal to that of the Goods contracted for.
13.2 All technical data, drawings, reports, documents and information whatsoever which ROSSS submits to the Buyer in connection with the contract (and the copyright therein) shall remain ROSSS’s property, and must not be copied or shown to any third party without ROSSS’s express consent being obtained in advance, and in any event upon the condition of a similar condition being imposed upon any third party.
13.3 So far as ROSSS is aware, no Goods supplied by it infringe any existing patent or design or any other industrial or intellectual property rights, but no warranty express or implied is given in respect of such infringement of patents or other industrial or intellectual property rights by the use or sale of the Goods supplied hereunder. The Buyer shall notify ROSSS immediately and ROSSS may at its entire discretion and at its own expense conduct through its own lawyers and experts all negotiations and settlement of the sale or any litigation that may arise therefrom.
14) Force Majeure
14.1 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, 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. 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.
15) Independent Contractors
15.1 The Supplier 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 Supplier 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 Supplier of its obligations under this Agreement or any applicable Order Acknowledgement.
15.2 Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
16.1 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.
17.1 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.
18.1 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 here signed Terms and Conditions, or 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.
19) Entire Agreements
19.1 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.
20) Governing Law and Jurisdiction
20.1 This Agreement shall be governed by and construed in accordance with the law of England & Wales and the parties hereby submit to the exclusive jurisdiction of the courts.
21) No Returns Policy
21.1 ROSSS does not offer returns, unless under special circumstances. Please refer to separate document addendum A.
These Terms and Conditions apply to every Order Confirmation/ Acknowledgement and Commitment taken to Execute Work and/or Services for the Customer as these are attached to correspondence between ROSSS and the Customer.
Internal Ref ROSSS Terms and Conditions V2 05072018