RND SYSTEMS INTEGRATION LIMITED – TERMS AND CONDITIONS FOR ONLINE SUPPLY OF GOODS AND SERVICES
Your attention is particularly drawn to the provisions of clause 12 (Limitation of liability).
1. About us
1.1 Company details. RND SYSTEMS INTEGRATION LIMITED (company number 03617739) (we and us) is a company registered in England and Wales and our registered office and main trading address is at 6 Regents Wharf, All Saints Street, London, England, N1 9RL. Our VAT number is 716492425. We operate the website www.rnd.co.uk.
1.2 Contacting us. To contact us, telephone our customer service team at 0333 2402 402 or email us at firstname.lastname@example.org. How to give us formal notice of any matter under the Contract is set out in clause 16.2
2. Our contract with you
2.1 Our contract. These terms and conditions (Terms) apply to our quote (Quote) and the order whether by you using our portal (orderporter.com) (Portal), or sending a purchase order, and supply of Goods and/or Services by us to you (Contract). The Terms are accepted by you when you confirm your acceptance of them and e-signature on our Portal. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Your copy. You should print off a copy of these Terms or save them to your computer for future reference.
3. Placing an order and its acceptance
3.1 Placing your order. Please follow the onscreen prompts to place your order. You may submit an order using the method set out on the Portal or via purchase order. Each order is an offer by you to buy the Goods and/or Services specified in the Quote (respectively Goods and/or Services) subject to these Terms.
3.2 Correcting input errors. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
3.3 Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note this acceptance is subject to stock and availability.
3.4 If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
4. Cancelling your order and obtaining a refund
(a) you notify us as set out in clause 4.2 within 48 hours 7 days of your receipt of the Order Confirmation;
(b) the due date for delivery by Us of the Goods and/or supply of Services does not fall within 14 days from the date of receipt of your cancellation form; and
(c) we have not delivered the Goods or commenced supply of the Services, (even if the 7 day period in (b) above is still running);
you may cancel the order, but not otherwise.
4.2 To cancel the order you will be required to notify:-
(a) the originator of the quotation; or
(b) your account Manager at RnD
via email using the email address provided to you by them. Orders that have already been processed may be subject to a 15% re-stocking fee.
4.3 If you cancel the Contract, we will refund you in full for the price you paid for the Goods and/or Services unless we have already ordered the Goods and are unable to return them to Our supplier. Any refund will be made by the method you used for payment.
5. Our Goods and Services
5.1 Description of Goods. We reserve the right to supply Goods in satisfaction of your order of an equivalent quality and functionality to those ordered, save where You have placed an order for specific items. Goods supplied shall be of satisfactory quality. We do not warrant that they are fit for any purpose, specified or not.
5.2 Software. Where Goods comprise or consist of software, all software is sold subject to the software publisher’s end user licence agreement (EULA), the terms of which You agree to adhere to.
5.3 Compliance with specification. Subject to our right to amend the any specification (see clause 5.4) we will supply the Services to you in accordance with any supplied specification for the Services accepted by Us at the date of your order in all material respects.
5.4 Changes to specification. We reserve the right to amend any specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.
5.5 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
5.6 Time for performance. We will use all reasonable endeavours to meet any supply or performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to supply the Goods and/or perform the Services by such dates will not give you the right to terminate the Contract or obtain a refund.
6. Your obligations
6.1 It is your responsibility to ensure that:
(a) the terms of your order are complete and accurate;
(b) you cooperate with us in all matters relating to the Services;
(c) you provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as we may reasonably require in relation to the Services;
(d) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) you comply with all applicable laws, including health and safety laws;
(f) you keep all of our materials, equipment, documents and other property (Our Materials) at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation
6.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):
(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 14 (Termination);
(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
7. Services outside the UK
7.1 By specific agreement only, we may perform Services outside the UK.
7.2 You may place an order for Goods and/or Services from an address outside the UK, and we shall supply the Goods to such an address.
8.1 In consideration of us providing the Goods and/or Services you must pay the Price set out in the Quote (Price) in accordance with this clause 8.
8.2 As regards the provision of Services, the Price may be calculated on a time and materials basis in accordance with our daily fee rates, as notified to you in the Quote.
8.3 If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Price accordingly.
8.4 We take reasonable care to ensure that the prices stated for Goods and/or Services are correct at the time when the relevant information was entered into the system.
8.5 Our Price may change from time to time, but changes will not affect any order you have already placed.
8.6 Our Price are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Price.
9. How to pay
9.1 Payment for the Goods and/or Services is by bank transfer only and is due on invoicing or otherwise in accordance with the terms set out in the Quote.
9.2 We will send you an electronic invoice with your Order Confirmation. For any failed or cancelled payments, a £50 administration fee will be levied.
9.3 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 14 (Termination), you will have to 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 9.4 will accrue each day at 4% a year above National Westminster Bank plc’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.4 All amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10. Intellectual property rights
10.1 All intellectual property rights in or arising out of or in connection with the Goods and/or Services (other than intellectual property rights in any materials provided by a third party supplier or by you) will be owned by us.
11. How we may use your personal information
11.1 We will use any personal information you provide to us to:
(a) provide the Goods and/or Services;
(b) process your payment for the Goods and/or Services; and
(c) inform you about similar goods or services that we provide, but you may stop receiving these at any time by contacting us.
11.2 We will process your personal information in accordance with our https://rnd.co.uk/privacy-policy/ , the terms of which are incorporated into this Contract.
12. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
12.1 We have obtained insurance cover in respect of our own legal liability for the provision of Services. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
12.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.3 Subject to clause 12.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) any indirect or consequential loss.
12.4 Subject to clause 12.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Price paid under the Contract.
12.5 We have given commitments as to compliance of the Services with the relevant specification in clause 5.1. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.6 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
12.7 This clause 12 will survive termination of the Contract.
13. Delivery, Title and Risk
13.1 We shall use reasonable endeavours to despatch Goods by any agreed date, but We do not accept liability for failure to deliver within the stated time. If we are unable to deliver Goods within 30 days of any agreed delivery date, You will, as your sole remedy, be entitled to cancel the order and request a refund in respect of that order. In order to cancel, You must send written notice of cancellation to Us after the above date but before delivery of the Goods or notification from Us that the Goods are ready for delivery.
13.2 We do not accept liability for shortages or damage to deliveries unless You notify Us of the shortage or damage in writing within 48 hours of receipt of the delivery.
13.3 Delivery is deemed to take place when the goods are despatched by Us to Yours nominated address, whereupon the risks of loss, breakage and all damage and all other risks shall pass to You.
13.4 Title in the goods shall pass to You on payment.
13.5 If You cannot accept delivery, We may at our option: (a) store and insure the goods at Your expense and risk or (b) sell the Goods at the best price reasonably obtainable and (after deducting reasonable storage insurance and selling costs) pay to You any excess over the sale price or charge You for any shortfall or (c) re-arrange delivery provided that We may charge You for the additional delivery costs incurred.
13.6 On delivery of Goods, You may be asked to sign a Proof of Delivery to acknowledge safe receipt. It is Your responsibility to ensure that the number of packages delivered corresponds with the number stated on any delivery note. Where a discrepancy occurs or where there is evident damage to the packaging, this should be noted on the Proof of Delivery. We shall not be liable for discrepancies or damage evident on delivery where You accept delivery and sign the Proof of Delivery without amendment..
14. Termination, consequences of termination and survival
14.1 Termination. Without limiting any of our other rights, we may suspend the delivery of Goods and/or performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 your 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;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
14.2 Consequences of termination. Termination of the Contract will not affect Our rights and remedies that have accrued as at termination.
14.3 Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.]
15. Events outside our control
15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
15.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
15.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
16. Communications between us
16.1 When we refer to “in writing” in these Terms, this includes email.
16.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
16.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
16.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee and has not bounced back to the sender.
16.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
17.1 Assignment and transfer
(a) We may assign or transfer our rights and obligations under the Contract to another entity.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
17.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
17.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
17.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
17.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
17.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts3