Terms and Conditions

  • 1. Interpretation
    In these conditions:
    “Buyer” means the person, firm or company so described in the order
    “Conditions” means the standard terms and conditions set out in this document and (unless the context requires otherwise) include any special terms and conditions agreed in writing between the buyer and the seller
    “Contract” means the contract for the sale and the purchase of the goods
    “Delivery Address” means the address stated on the order
    “Goods” means the goods referred to in an order placed by the buyer and where the context requires means part only of such order
    “Seller” means Rise & Recline Ltd
  • 2. Basis of purchase
    • 2.1 The order consists of an offer by the buyer to purchase the goods subject to these conditions
    • 2.2 These conditions shall apply to the contract to the exclusion of any other terms and conditions on which the order is made or purported to be made.
    • 2.3 The order will lapse unconditionally unless acknowledged by the seller.
    • 2.4 No variation to the order of these conditions shall be binding unless agreed in writing
  • 3. Specifications
    • 3.1 The quantity, quality and description of the goods shall be as specified in any quotation or specification supplied by the seller
    • 3.2 Any specification supplied or produced by the seller in connection with the contract, together with the copyright, design rights or any other intellectual property rights in the specification, shall be the exclusive property of the seller. The buyer shall not disclose to any third party or use any such specification except to the extent that it is or becomes public knowledge through no fault to the buyer, or as require for the purpose of the contract
    • 3.3 Any change in the specification shall require the agreement of both parties and may involve an adjustment to the price
  • 4. Price
    • 4.1 The price of the goods shall be as stated in the order and unless otherwise so stated, shall be exclusive of any applicable value added tax (or equivalent) (which shall be payable by the buyer upon production of a proper VAT invoice)
    • 4.2 The seller shall be entitled to increase the price in respect of any of the goods which have not been delivered within a reasonable time, due to buyer constraints, to reflect any increase in material labor or transport costs or change in exchange rates.
  • 5. Terms of payment
    • 5.1 The seller shall invoice the buyer on or at any time after delivery of the goods and each invoice shall state the number of the order
    • 5.2 The buyer shall pay for the goods on delivery for the first 2 orders , before delivery if required by the seller, by prior agreement only. Payment should be made strictly without any deduction unless otherwise agreed by the seller.
    • 5.3 The buyer shall pay interest on all sums overdue at the rate of 4% per annum over the base rate for the being of national Westminster Bank plc such interest being calculated from the date when payment is actually made whether before of after any court judgment.
    • 5.4 All invoices are due 30 days from date of invoice, unless otherwise agreed in writing by Rise & Recline Ltd.
  • 6. Delivery
    • 6.1 The goods shall be delivered to the delivery address on the date or within the period stated in the order
    • 6.2 Where the date for the delivery is not specified at the time of the order, the buyer shall give reasonable written notice of the purposed date for delivery
    • 6.3 The time of delivery is not of the essence
    • 6.4 The buyer shall (subject to 6.6) be deemed to have accepted the whole of the goods unless the buyer is notified of any defects within two days of delivery in which respect time shall be of the essence
    • 6.5 Where notification of any defect is given in accordance with 6.4 the buyer will afford the seller reasonable opportunity to inspect and investigate such claims and shall if so requested immediately return the goods the subject of the claims to the seller
    • 6.6 Notwithstanding 6.4, the buyer shall be entitled to reject any of goods which are not in accordance with the contract provided the buyer notifies the seller of such defects as soon as practicable after discovering such defect and afford reasonable opportunity to inspect and investigate
    • 6.7 The seller shall have no liability to the buyer with regard to any claim in respect of which the buyer has not complied with the provisions of this condition
  • 7. Risks and Property
    • 7.1 Risk of damage to or loss of the goods passes the buyer on delivery in accordance with the contract
    • 7.2 The property in the goods passes to the buyer upon payment in full. Until payment has been made in full the buyer will ensure the goods are clearly marked as the property of the seller accordance with the buyers instructions and will store the goods in such a way as to be readily identifiable from the other goods
    • 7.3 Where payment for the goods has not been made by the due date the seller shall (without prejudice to any other remedy) be entitled (but not required) to take possession of the goods and shall be entitled to enter onto the buyer’s premises during normal business hours for such purpose
  • 8. Warranties and liability
    • 8.1 The seller warrants to the buyer that the goods:
      • 8.1.1 will be of satisfactory quality 8.1.2 will be free from defects in design, materials and workmanship
      • 8.1.2 will correspond with the specification
    • 8.2 Without prejudice to any other remedy, if any of the goods are not supplied in accordance with the contract, the seller shall be entitled to repair or replace those goods or to credit the buyer with the price of them
    • 8.3 The seller shall indemnify the buyer against all liability and financial losses awarded against or incurred by the buyer as a result of or in connection with any breach of warranty given by the seller provided that the total liability of the seller shall in no circumstances exceed the price of the goods
    • 8.4 Neither the seller nor the buyer shall be liable to the other or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the contract (other than as to payment for the goods), if the delay or failure was beyond that party’s reasonable control. Without prejudice to the generality of the forgoing, the following shall be regarded as causes beyond either party’s reasonable control:
      • 8.4.1 Act of god, explosion, flood, tempest, fire or accident
      • 8.4.2 War or threat of sabotage, insurrection, civil disturbance or requisition
      • 8.4.3 Acts, restrictions, byelaws, prohibitions or measures of any kind on he part of any governmental parliamentary of local authority
      • 8.4.4 Import or export regulations or restrictions
  • 9. Termination
    • 9.1 The seller shall be entitled to terminate the contact with the liability to the buyer by giving notice to the buyer at any time if
      • 9.2.1 The buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or goes into liquidation; or
      • 9.2.2 An encumbrance takes possession, or a receiver is appointed; or
      • 9.2.3 The buyer ceases, or threatens to cease, to carry on business; or
      • 9.2.4 The seller reasonably apprehends that any of the events mentioned above is about to occur and notifies the buyer in writing
  • 10. General
    • 10.1 The contract is personal to the parties and may not be assigned to any other party
    • 10.2 Any notice required or permitted to be given by one of the party to the other shall be addressed in writing to the other at its registered office, principal place of business or such other address as may at the relevant time have been notified to the party giving the notice
    • 10.3 No waiver by the seller of any breach of the contract by the buyer shall be considered as a waiver of any subsequent breach of the same or any other provision
    • 10.4 If any of these conditions is held 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
    • 10.5 The contract shall be governed by the laws of England.