ROTATING MAINTENANCE SERVICES Ltd.

Interpretation

 

In this Terms and Conditions of Business Use Policy, the following words and phrases shall bear the following meanings:

 

“The Company” means Rotating Maintenance Services Limited, registered company no: 02241384, whose registered office is at Capper Complex, Forwards Works, Woolston, Warrington, Cheshire, WA1 4BA. VAT number is 374214071, contact number: 01925 825330, fax number: 01925 837303, email address is: sales@rotatingmaintenance.com.

 

“Material” means data or information in any format, including without limitation text, images, photographs, graphics, video or sound material whether existing at the time of the Website creation or not, published on www.rotatingmaintenance.com or under the control of the Company.

 

“The Website” means www.rotatingmantenance.com owned and operated by the Company.“User(s)” means any person who accesses or uses www.rotatingmaintenance.com.

 

“The Act” means the Data Protection Act 1998 “Data” means information collected by the Company from User(s) of this Website.

 

“Terms and Conditions of Website Use” means a separate policy governing the use of the Company’s Website.

 

“Terms and Conditions of Business between the Company and a Customer” means this policy.

 

“Terms and Conditions of Business between the Company and a Supplier” means a separate policy governing Contracts between the Company and Supplier(s).

 

“Contract” means a Contract for the supply of Goods and or Services by the Company to the Company’s Customers or by the Company’s suppliers to the Company.

 

“Customer(s)” means the company or person whom sends to the Company, at its registered address; a Sales Order for the supply of Goods and/or Services.

 

“Supplier(s)” means the company or person to whom a Purchase Order for the supply of Goods and /or Services is addressed.

 

The “Duly Authorised Person” is any such person duly authorised by the Company to sign/agree a Contract/Sales Order/Purchase Order, for the absence of doubt this is Alan Dobson, Ken Neill and Margaret Dolan.

 

“Purchase Order/Agreement” means an order/agreement between a Supplier and the Company pursuant to which a Supplier has agreed to supply Goods or Services as and when requested by the Company or any variations there to.

 

“Sale Order/Agreement” means an order/agreement between the Company and a Customer to which the Company has agreed to supply Goods or Services to the Customer.

 

“Goods” means Goods, materials or items supplied by the Company to the Customer pursuant to a Contract of Sales Order.

 

“Services” means Services of any description provided by the Company to a Customer pursuant to a Purchase Order.

 

Application of this Policy

 

These Terms and Conditions of Business shall apply to each Contract for the provision of Goods or Services carried out between the Company and the Customer.

 

These shall apply to the entire exclusion of those of the Customer and no variation of/or addition to these Conditions shall form part of the Contract unless specifically accepted in writing by a Duly Authorised Person on behalf of the Company.

 

Quotations

 

Unless otherwise specified or stated, any quotation provided by the Company shall be valid for 3 months from the date it is provided, subject to material increases. It represents no obligation until the Company acknowledges the Purchase Order. All prices quoted by the Company are exclusive of Value Added Tax (VAT).

 

Specifications

 

If the Customer requests the Company to manufacture Goods to a specification or to the instructions of the Customer, the Customer shall provide the specification or instructions in writing. The suitability and accuracy of the specification or instructions will be the responsibility of the Customer.

 

The customer warrants in favour of the Company that compliance with such specification or instructions will not infringe any patent, copyright, trademark or other intellectual property rights and the Customer shall fully indemnify the Company against any action claim, demand for/or cost charges and expenses arising out of any such infringement.

 

Cancellation or variation of order

 

Once an order is placed by the Customer, and the Company has accepted it verbally by a Duly Authorised Person or in writing, the order cannot be cancelled or varied by the Customer except with the written agreement of the Company.

 

The Customer will be liable for any loss (including loss of profits), cost, damages, charges and expenses suffered by the Company as a result of such cancellation and variation.

 

Packaging

 

The Company shall pack any Goods in such manner as it considers appropriate but if the Customer requires a special method of packing this must be conveyed verbally and followed up with written notice to the Company at the time of placing an order. The Company shall pack the Goods as the Customer requires at the Customer’s cost.

 

Delivery

 

Any delivery period quoted is an estimate only and commences from the Company’s acknowledgement of the Customer’s order.

 

Provided the Company takes all reasonable steps to deliver the Goods at the time stated, the Company shall be under no liability for any delay or failure in delivery. Goods or materials supplied by the Customer shall at all times be at the risk of the Customer. In respect of all the Customer’s Goods, risk shall pass to the Customer as soon as they leave the Company’s premises except where the Goods are delivered by the Company to the Customer. The Company shall not be liable for any loss or damage of Goods in transit unless caused by the negligence of the Company or its employees.

 

On delivery, the Customer shall carry out a visual examination of the Goods within 72 hours and notify the Company verbally within 24 hours and in writing within 7 working days of any defect being revealed by such examination. Without such notification the Company will deem the Goods satisfactory in respect of any defect a visual examination should reveal. In cases of shortage or non-delivery of the Goods, the Customer shall notify the Company verbally within 48 hours and in writing within 7 working days.

 

If the Company is unable to deliver, as a result of a failure on the part of the Customer to accept delivery, give adequate instructions or failure to collect the Goods, the Company shall arrange such storage as it deems appropriate and shall be entitled to charge the Customer storage costs. Storage shall be at the Customers risk.

 

In the even that that Customer wishes to change the required delivery method or schedule, this must be provided verbally and followed in writing as soon as possible, indicating the required revisions. The Company will acknowledge this request verbally and in writing where appropriate. The Customer will remain responsible for the acceptance or otherwise of deliveries to this revised schedule.

 

Sub-Contractors

 

Apart from where sub-contacting would contravene terms implicitly or explicitly agreed with the Customer, the Company shall be entitled at its discretion to sub-contract the whole or any part of the Contract.

 

Payment

 

The Goods remain the property of the Company until such time as the Company receives full payment from the Customer for the Goods.Payment for Goods shall be due 35 days from the date of the invoice except where alternative payment terms are agreed in writing by a Duly Authorised Person of the Company.

 

Force Majeuare

 

The performance of all Contracts is subject to variation or cancellation by the Company in the event of any breakdown of plant or apparatus, fire, explosion, natural disasters, accident, industrial dispute, interruptions in the availability of labour, energy, transport or material, government regulations or any other cause or event beyond the control of the Company.

 

The Company shall have no liability in respect of failure or delay in delivery or in performance of any of its obligations under the Contract due to any cause outside the Company’s control. These include but are not limited to Acts of God, Fire, Floods, Wars, Civil Disturbances, Riots, Acts of Government, Currency Restriction, Industrial Disputes, Unavailability of Materials or Failure of Supplier, carrier or Sub-Contractor to deliver on time.

 

Warranty

 

If the Customer considers that any Goods delivered do not conform to specification, they shall notify the Company of such non-conformity within 1 calendar month of receipt by the Customer and at the same time return or arrange the return of the relevant Goods to the Company. The Customer shall provide the Company with such evidence as the Company may require as to the running conditions of the Goods and the environment the Goods were used in.

 

Upon return if the Company is satisfied after inspection of the Goods that there is a material difference from the required specification, the Company shall replace/repair or rework the Goods to the require specification. If however the Company finds that the Goods were used incorrectly and the Customer did not use the goods to the intended specification, then the Company will issue a report to the Customer and upon further instructions and incurred expense by the Customer repair and/or replace the Goods as required.

 

The foregoing Warranty is in substitution for and to the exclusion of any other Warranty or Condition as to the compliance with description, merchantability and fitness for a particular purpose or otherwise howsoever which would otherwise be implied by the Contract.Any defect will not be corrected if the Company is notified after 2 calendar months. In no circumstance shall the Company be liable for any consequential loss (including loss of profits) suffered by the Customer.

 

Limitation of Liability

 

Goods supplied by the Customer for the Contract shall be of suitable quality and shall be free of charge, in the quantities and at the times required by the Company. Any defect in such Goods shall not entitle the Customer to rescind the contract, reject the Goods, make deductions from the contract price or claim damages in respect of such defect.

 

Further the Customer shall indemnify and keep indemnified the Company from and against all actions, demands, claims, proceeding, losses or costs arising from the supply of defective Goods by the Customer.

 

In case of work being carried out by the Company on Goods provided by the Customer; the Company’s liability shall be limited to the repair/replacement of the Goods if the Goods do not confirm to the required specification unless agreed otherwise in writing by a Duly Authorised Person of the Company.

 

The Company shall not be liable in Contract, Tort, breach of statutory duty or otherwise for any loss, injury, destruction or damage suffered by the Customer whatever or howsoever arising out of or in connection with the supply of Goods or Services by the Company. Save for what cannot be excluded under relevant statute.

 

Ownership

 

Legal title to the Goods shall remain with the Company until such time as the Company has received payment of the price of the Goods and the price of any other Goods or Services previously or subsequently supplied by the Company to the Customer where upon such title shall pass to the Customer.

 

In so far as the Goods may be delivered to the Customer prior to the time when title thereto passes to the Customer as aforesaid the Customer shall until such time hold the good as the fiduciary agent and bailee of the Company and shall accordingly remain liable to account to the Company for the Goods.

 

The Customer may exercise their rights to use the Goods, including supplying the Goods to a third party, but such rights may be revoked by the Company at any such time.Such times include but are not limited to:

 

• Giving notice that the Customer is more than 28 days in default as to payment of the Goods.

• If the Company has bona fide doubts as to the solvency of the customer

 

The rights will be revoked automatically if:

 

• The Customer appoints a receiver, manager or administrator over its own assets, undertaking of property of the Customer or a winding up or administration order in placed against the Customer.

• If the Customer has made or petitioned to make a bankruptcy order.

• If the Customer goes into voluntary liquidation

 

If rights are revoked then:

 

• All payments immediately become due.

• The Customer shall indemnify the Company against any warranties, conditions or representations it gives or makes in favour of third parties. These shall not be binding on the Company.

• The Customer shall return all Goods immediately to the Company and if the Goods are with a third party the Customer shall collect the Goods from the third party and return to the Company.

 

Whilst the legal title to Goods remains with the Company:

• The risks in the Goods shall pass to the Customer on delivery to the Customer’s delivery address and the Customer shall arrange for the Company’s interest in the same be noted on all relevant insurance policies.

• The Company shall be entitled to maintain any action against the Customer for the price of the Goods or any parts there of.

• Whilst any sums under any Contract between the Company and the Customer are unpaid, Goods supplied by the Company to the Customer remain the property of the Company until the Company has received full payment. The Customer shall hold the Goods on behalf of the Company and shall store/use the Goods in such a way that is it clear they are the property of the Company.

• The Company may (without prejudice to any other of its rights)recover or recall all or some of the relevant Goods from the Customer’s possession and the Company, its servants or agents are hereby irrevocably authorised to enter upon the Customer’s premises to recover or recall the relevant Goods.

 

Provisions Relating to Certain Goods

 

The Company shall be entitled not to comply with the terms of any Contract if it is of the opinion that to do so would be in breach of any applicable law (either in the United Kingdom or elsewhere) relating to the production, storage or supply of Goods.

 

Benefit of Contract

 

The Customer shall not be entitled to assign or otherwise transfer all or any of its rights and obligations under the Contract between itself and the Company.

 

Governing Law

 

These Terms and Conditions and any Contract between the Company and the Customer shall be subject to and constructed in accordance with English Law. The Customer agrees to submit to the non-exclusive jurisdiction of the English Courts.

 

Data Protection Act 1998

 

The Company may make credit reference agency searches in respect of a Customer’s business and its principles. Please note that credit reference agencies make a record of searches that prevent fraud or money laundering or by subscribers to make credit decisions about a Customer.

 

Thank you for reading this Policy, if any questions please contact the Company using the details given above.