- 1. Interpretation:
1.1. In these conditions:
“Buyer” means the person who accepts a quotation of the Seller for the sale of Goods or whose order for Goods is accepted by the Seller.
“Goods” means the goods (including any instalment of goods or any parts for them) which the Seller is to supply to the Buyer in accordance with these Conditions
“Seller” means RAYTRADE UK LIMITED, a company incorporated in England (Company No.: 10122481) whose registered office is at Woodcott House, Whitchurch, Hampshire RG28 7PY
“Conditions” means standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Buyer and Seller.
“Contract” means the contract for the purchase and sale of the Goods
“Writing” includes e-mail transmission and comparable means of communication
1.2. Any reference in these Conditions to any provision of a statute shall be construed as a reference to the provision as amended re-enacted or extended at the relevant time.
1.3. The headings in these Conditions are for convenience only and shall not affect their interpretation.
- 2. Basis of Sale.
2.1. The Seller shall sell and the Buyer shall purchase the Goods in accordance with any quotation of the Seller which is accepted by the Buyer or any order of the Buyer which is accepted by the Seller and subject in either case to these Conditions.
2.2. No variance to these Conditions shall be binding unless agreed in Writing between the authorized representatives of the Buyer and the Seller.
2.3. The Seller’s employees or agents are not authorized to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on and waives any claim for breach of representations which are not so confirmed.
2.4. Any advice or recommendations given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5. Any typographical clerical or other error or omission in any sales literature quotation price list acceptance or offer invoice or other document or information issued by the Seller shall be subject to correction without any liability on behalf of the Seller.
- 3. Orders and Specifications
3.1. No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until such acceptance is confirmed in Writing by the Seller’s authorized representative.
3.2. The Buyer shall be responsible for ensuring the accuracy of the terms of any quotation of the Seller and accepted by the Buyer or any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3. The quantity quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller)
3.4. If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer the Buyer shall indemnify the Seller against all loss or damages costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement or any patent copyright design trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s compliance with the Buyer’s specification.
3.5. The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any statutory or EC requirements or which do not materially affect their quality or performance.
3.6. No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit) costs (including cost of all labour and materials used) damages charges and expenses incurred by the Seller as a result of cancellation.
- 4. Price of Goods
4.1. The price of the Goods shall be the Seller’s quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Seller’s published price list current at the date of acceptance of the order. Where goods are supplied for export from the United Kingdom the Seller’s published export price list for the Country concerned shall apply. All prices are quoted are valid for thirty days only or until earlier acceptance by the Buyer after which time they may be altered by the Seller without giving notice to the Buyer.
4.2. The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Seller due to any factor beyond the control of the Seller (such as without limitation any foreign exchange fluctuation currency regulation alteration of duties significant increase in the cost of labour materials or other costs of manufacture) any change in delivery dates quantities or specifications for the Goods which is requested by the Buyer or any delay caused by the instruction of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3. The Seller shall be entitled to bring an action for the price of the Goods or part thereof whether or not property of the Goods passed to the Buyer.
4.4. Except as otherwise stated under the terms of any quotation or in any price list of the Seller and unless otherwise agreed in Writing between the Buyer and the Seller all prices are given by the Seller on an ex works basis exclusive of Value Added Tax and delivery.
4.5. The Buyer shall be liable to pay the Seller any applicable Value Added Tax.
4.6. The cost of pallets and returnable containers will be chargeable to the Buyer in addition to the price of the Goods but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.
- 5. Terms of Payment.
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller the Seller shall be entitled to invoice the Buyer for the price of the Goods upon receipt of the Buyer’s order. Goods shall be paid for by the Buyer in accordance with the invoice terms in cash or cleared funds on or before delivery of the Goods. Time for payment shall be of the essence of the Contract.
5.2 In the event that the Seller affords the Buyer credit as a special term the Seller may withdraw such credit at any time and the aggregate price for all Goods delivered ordered prior to such time shall become immediately due and payable.
5.3 If the Buyer fails to make payment on the due date then without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to:-
5.3.1 cancel the contract or suspend any further deliveries to the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.3.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of 6 per cent per annum above The Royal Bank of Scotland’s base rate from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest)
- 6. Delivery
6.1. Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or (if some other place for delivery is agreed by the Seller) by the Seller delivering the Goods to that place but in such circumstances the Seller shall be under no obligation under Section 32(2) of the Sale of Goods Act 1979.
6.2. Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless otherwise previously agreed by the Seller in Writing. The goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3. Where the Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4. If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault any liability of the Seller shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.5. If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then without prejudice to any other right or remedy available to the Seller the Seller may:
6.5.1. store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.5.2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract;
6.5.3. treat such failure to take delivery as a repudiatory breach of Contract.
- 7. Risk and Property.
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 In the case of Goods to be delivered at the Seller’s premises at the time when the Seller notifies the Buyer that the Goods are available for collection; or
7.1.2 In the case of Goods to be delivered otherwise than at the Seller’s premises at the time of delivery or if the Buyer wrongfully fails to take delivery of the Goods at the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions the property in the Goods shall not pass to the Buyer until the Seller has received in cash and cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored and protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to sell or use the Goods including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and properly stored protected and insured.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods that remain the property of the Seller but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
7.6 In the event that the Buyer is supplied goods by a third party which goods are identical to any of the Goods supplied hereunder then the Buyer shall be obliged to sell the Goods supplied by such third parties before selling any of the identical Goods supplied hereunder.
7.7 In order to identify and recover Goods in which property has not passed to the Buyer above the Seller or its representatives shall be entitled to assume unless to the contrary is shown to their satisfaction that the Buyer has sold Goods supplied hereunder and identical goods supplied by a third party is in accordance with the provisions of clause 7.6.
7.8 In any legal proceedings between the Seller and the Buyer the certificate of the duly authorized representative of the Seller as to which Goods on the Buyer’s premises are or were the Seller’s property shall be conclusive evidence of the facts stated therein.
8. Warranties and Liability
8.1 Subject as expressly provided in these conditions and except as where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.2 Where the Goods are sold pursuant to a consumer transaction (as defined by the Consumer Transaction [Restrictions on Statements] Order 1976) the statutory rights of the Buyer are not affected by these conditions.
8.3 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection within a reasonable time after discovery of the defect or failure. If delivery is not refused and the Buyer does not notify the Seller accordingly the Buyer shall not be entitled to reject the goods and the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.
8.4 Where any valid claim in respect of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these conditions the Seller shall be entitled to replace the Goods (or the part in question) free of charge or at the Seller’s sole discretion refund to the Buyer the price of the Goods (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer whatsoever.
8.5 Except in respect of death or personal injury caused by the Seller’s negligence and subject to clauses 8.2 the Seller shall not be liable to the Buyer by reason of any misrepresentation (unless fraudulent) or any implied warranty condition or other term or any duty at common law or under the express terms of the Contract for any consequential loss or damage (whether for loss or profit or otherwise) costs expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods except as expressly provided in these Conditions.
8.6 The Seller shall not be liable or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without Prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Seller’s reasonable control:
8.6.1 Act of God explosion flood tempest fire or accident;
8.6.2 War or threat of war sabotage insurrection civil disturbance or requisition;
8.6.3 acts restrictions regulations bye-laws prohibitions or measures of any kind on the part of any governmental parliamentary or local authority;
8.6.4 import or export regulations or embargoes;
8.6.5 strikes lock-outs or other industrial actions or trade disputes (where involving employees of the Seller or of a third party);
8.6.6 difficulties in obtaining raw materials labour fuel parts or machines
8.6.7 power failure or breakdown in machinery.
8.7 Any repair replacement or refund or any monies paid by the Seller to the Buyer shall not under any circumstances be deemed to be an admission of any liability on the part of the Seller to the Buyer (or any third party) and shall be without prejudice to the rights of the Seller which the Seller hereby reserves in full should it make any such repair replacement or refund of monies.
9.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent copyright design trade mark or other industrial or intellectual property rights of any person, unless the claim arises from the use of any drawings design or specification supplied by the Buyer, the Seller shall indemnify the Buyer against all loss damages costs and expenses awarded against or incurred by the Buyer in connection with the claim or paid or agreed to be paid by the Buyer in settlement of the claim Provided that:
9.1.1 the Seller is given full control of any proceedings or negotiation in connection with any claim;
9.1.2 the Buyer shall give the Seller all reasonable assistance for the purpose of any such proceedings or negotiations;
9.1.3 except pursuant to a final award the Buyer shall not pay or accept any such claim or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld);
9.1.4 the Buyer shall do nothing which would or might vitiate any policy insurance or insurance cover which the Buyer may have in relation to such infringement and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use best endeavours to do);
9.1.5 the Seller shall be entitled to the benefit of and the Buyer shall acceptingly account to the Seller for all damages and costs (if any) awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of such claim; and
9.1.6 without prejudice to any duty of the Buyer at common law the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss damages costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.
10 Insolvency of the Buyer
10.1 This clause applies if:
10.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction) or administrative receivership; or
10.1.2 a petition for an administration order is presented or an order made in respect of the Buyer;
10.1.3 an encumbrancer takes possession or a receiver and manager and administrative receiver is appointed of any of the property or assets of the Buyer; or
10.1.4 the Buyer ceases or threatens to cease to carry on business; or
10.1.5 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
10.1.6 If this clause applies then without prejudice to any other rights or remedy available to the Seller the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the contract without any liability to the Buyer and in respect of any Goods delivered but not paid for the aggregate price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11 Export terms
11.1 In these Conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions but if there is a conflict between the provisions of Incoterms and these Conditions the later shall prevail.
11.2 Where the Goods are supplied for export from the United Kingdom the provisions of this clause 11 shall (subject to any special terms agreed in writing between the Buyer and Seller) apply notwithstanding any other provision of these Conditions.
11.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of duties thereon.
11.4 Unless otherwise agreed in Writing between the Buyer and the Seller the Goods shall be delivered ex works and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
11.5 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment or in respect of any damage made during transit.
11.6 Payments of all amounts due to the Seller shall be made by the Buyer in cleared funds by telegraphic transfer to the Seller’s bank or by Bankers Draft drawn on a United Kingdom clearing bank.
12 Data Protection
12.1 The Seller may transfer information or data concerning the Buyer to its bank and/or credit reference agencies and/or credit insurers for the purposes of credit control, obtaining credit insurance, making credit reference agency searches, assessment and analysis (including credit scoring, market, product, statistical analysis), securitisation and/or protecting the interests of the Seller and the bank in the event of insolvency of the Seller. The Buyer consents to the transfer of data for these purposes. The Seller will provide the Buyer, on written request (subject to payment of a reasonable administration charge) with details of the Seller’s bankers and any credit reference agency and credit insurers used and details of the information (if any) which has been transferred and the purpose for which it was transferred.
12.2 The Seller may store information of data concerning the buyer outside of the United Kingdom, the Buyer consents to this.
13 Unauthorised Wholesale Selling, Distributing and Internet Selling
13.1 All products and/or brands distributed by Seller in the United Kingdom shall not be distributed to the trade by any other person/s, unless specific permission has been granted in writing by Seller. Nor shall such products be sold via the internet on any Buyer’s own website, trading website of third party website or auction website including Amazon, EBay and the like. Permission to sell any such products to the trade through a website will be given on an individual basis. If it is proven that any Buyer is wholesaling / distributing such products, or retailing such products on the internet without specific written permission from Seller so to do, the person/s’ and/or company’s trading terms with Seller will be affected. Goods sold in this way without written permission are exempt from any guarantees and/or warranties.
14.1 In accordance with legislation the wholesale Buyer of Section 1 & 2 firearms and ammunition and Section 5 ammunition and air guns is required to hold a valid Certificate of Registration as a Firearms Dealer (RFD).
14.2 Prior to any such goods being supplied, a copy of the RFD is required to be held by Seller.
14.3 In the event that a client’s RFD expires during trading with us, the Buyer’s account will be put on hold and no goods shipped until a copy of the new current RFD is supplied to Seller.
15.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to the party giving the notice.
15.2 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.
15.3 If any provision 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 thereby.
15.4 Any dispute arising under or in connection with these Conditions or the sale of the Goods shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society of England and Wales.
15.5 The Contract shall be governed by and construed in accordance with the Laws of England.
1st January 2017