All orders are accepted and goods supplied subject to the following express terms and conditions (the “Terms and Conditions”) and form a legally-binding contract between us and you (the “Contract”). Any contract entered into will be subject to the overriding presumption that these Terms and Conditions will prevail and that any conflicting terms in other documents will have no legal effect.
“the Seller” means R.G.B. Communications Limited (company number 02637121) with the registered office address at 2 Michaels Court Hanney Road, Southmoor, Abingdon, Oxfordshire, OX13 5HR.
“the Buyer” means the person who buys or agrees to buy from the Seller.
“Goods” means the Goods or Services which the Seller is to supply to the Buyer in accordance with these Terms and Conditions.
2.1. It is a condition of these Terms and Conditions that the Buyer is, or is acting solely on behalf of, a commercial entity, including partnerships and/or sole traders.
2.2. The Buyer is advised to read these Terms and Conditions carefully and keep a copy for future reference. By placing an order the Buyer indicates acceptance of these terms. No amendments to these Terms and Conditions can be made, unless specifically agreed in writing and signed by an officer of the Seller and the Buyer.
2.3. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, invoice or other document issued by the Seller either in hard copy or electronic medium shall be subject to correction without any liability on the part of the Seller. The Seller will take all reasonable steps to notify the Buyer of the correction in a timely manner.
3.1. All orders are subject to availability of Goods and acceptance from the Seller.
3.2. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any technical specification) submitted by the Buyer.
3.3. No order which has been accepted by the Seller may be cancelled by the Buyer except with the written agreement of the Seller.
3.4. The Seller shall not accept cancellation requests for orders of custom-built or specially-ordered Goods.
4.1. The price of Goods shall be the price listed on the Seller’s published price list (whether published electronically or not) at the time of the order.
4.2. The price of the Goods is exclusive of VAT, carriage and insurance.
4.3. Quotes are valid for seven (7) days.
5.1. Payment of Goods and VAT shall be subject to the account terms agreed in writing between the Seller and the Buyer.
5.2. If no credit facilities have been agreed between the Seller and the Buyer all orders will be subject to full payment being received prior to despatch of the Goods.
5.3. Should credit facilities be provided, the Buyer undertakes to notify the Seller without delay of any material change in its finances, structure, share ownership and/or value of assets which may affect the Buyer’s credit status.
5.4. Orders for Custom Build or Special Order may, at the Seller’s discretion be subject to full payment or a deposit of not less than 25% of the full order value.
5.5. Failure by the Buyer to make payment on the due date of any invoice will be subject to interest, which will accrue from the date the payment becomes due until the date of payment at a rate of 4% per annum above Barclays Bank Plc’s base rate from time to time in force and shall accrue at such rate after as well as before any judgment
5.6. The Seller will charge an administration fee on credit card transactions, the Buyer shall be informed of this charge at point of payment.
5.7. The Buyer must notify the Seller within fourteen (14) days of the date of invoice of any invoice errors. If no notification is received within that time, the Buyer is deemed to have accepted the invoice.
5.8. The Buyer’s credit limit may be withdrawn or amended by the Seller at any time. If credit facilities are withdrawn, all amounts due to the Seller, whether invoiced or not will become payable immediately.
5.9. If Goods are delivered in instalments the Seller shall be entitled to invoice each instalment upon despatch of Goods.
5.10. The Seller reserves the right to issue and send to the Buyer all invoices, credit notes or any other company documentation in electronic format and the Buyer accepts to receive such documentation electronically.
6.1. If:
then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to suspend any deliveries, without liability, to the Buyer and, if Goods have been delivered but not paid for, the price of the Goods shall become immediately due and payable.
7.1. Risk in the Goods shall pass to the Buyer on delivery.
7.2. Title to the Goods shall remain with the Seller until either:
7.3. Until title to the Goods has passed to the Buyer, the Seller may at any time inspect the Goods and may require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so within a reasonable period of time, enter upon any premises where they are stored or where they are reasonably thought to be stored and repossess the Goods.
7.4. Nothing in these Terms and Conditions shall entitle the Buyer to return the Goods or delay payment thereof.
8.1. If any Goods should prove defective in materials or workmanship under normal use or service, such Goods will only be repaired or replaced in accordance with the manufacturer’s written warranty procedure, if applicable, and provided that there have been no unauthorised modifications to the product or to the system of which the Goods form part. The Seller is not responsible for the cost of labour or other expenses incurred in the repair or replacement of defective Goods.
8.2. The Seller’s sole obligation in the event of defective Goods purchased from the Seller for which fault can be attributed to the original manufacturer of the Goods shall be to implement the manufacturer’s procedure to remedy the defective Goods. The Seller shall not be required or liable to make any payment in implementing the manufacturer’s procedure, the cost of which shall be borne solely by, and invoiced to, the Buyer.
8.3. Where the Seller has been authorised by the manufacturer to replace defective Goods within any relevant period and in accordance with clause 1.1, the Buyer must obtain a “Returns Authorised Number” from the Seller.
8.4. The Seller has no responsibility for Goods returned without prior authorisation and without a Returns Authorised Number.
8.5. Where authorisation to replace Goods in accordance with clause 8.3 has been obtained the Seller shall:
8.6. In the event of a replacement of defective Goods in accordance with clause 8.3, it is the responsibility of the Buyer to ensure that the Goods are properly packaged and made available for collection by the Buyer in their original and undamaged packaging, suitably protected for transportation and including all literature and accessories.
8.7. The Seller reserves the right to test all Goods returned to it under warranty and the right not to despatch replacement Goods under clause 8.5(b)(i) until it has had the opportunity to test the Goods.
8.8. After testing of Goods returned in accordance with clause 8.7, if in the reasonable opinion of the Seller:
9.1. Delivery is completed on the completion of unloading of the Goods at the address agreed between the parties.
9.2. Any dates and times quoted for delivery of the Goods are expected dates and times only and the Seller shall not be liable for any delay in delivery. It is agreed that time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date on reasonable notice being given to the Buyer.
9.3. Deliveries are usually made between 08:00 – 18:00 hours Monday-Friday (excluding bank holidays) to the doorstep of the delivery address unless alternative arrangements have been agreed and accepted in advance between both parties. Any departure from this condition may lead to additional charges which the Buyer agrees to pay in full.
9.4. The Buyer must make all arrangements necessary for taking delivery of the Goods when the Seller delivers them, including providing labour and suitable unloading equipment for the unloading of Goods.
9.5. The Seller shall be entitled to assume that any person who both reasonably appears and claims to have authority to accept delivery and who signs a note in respect of the Goods on behalf of the Buyer (if previously agreed by the Seller to deliver direct) does in fact have the authority to do so.
9.6. If the Buyer does not accept or arrange for taking the delivery of Goods, or the Seller is unable to deliver, or is delayed in delivering Goods because of the Buyer’s actions or omissions, then the Buyer shall pay the Seller all costs incurred as a result.
9.7. At the time of delivery the Buyer shall be responsible for checking that the quantity of Goods matches the quantity detailed on the proof of delivery and that the external packaging of Goods is in good condition and has not been tampered with or damaged (this applies to any palletised or larger deliveries which may have been shrink-wrapped).
9.8. Where visible external damage is apparent at the time of delivery the Buyer must either refuse the Goods or annotate the proof of delivery clearly with the word ‘damaged’. The Buyer, or the person receiving delivery on behalf of the Buyer, must not sign the proof of delivery as ‘unchecked’ or using any similar wording. In the event such wording is used, it shall be deemed acceptance that there is no visible damage. The Buyer understands that failure to comply with this clause 9.8 shall void the Seller’s liability to either replace or issue a credit for such damaged Goods.
9.9. The Buyer must notify the Seller of any over-shipments no later than five (5) days from the date of delivery and agrees that failure to do so shall be deemed to be acceptance of the Goods and an invoice shall be raised accordingly by the Seller to the Buyer for the over-shipped Goods.
9.10. The Buyer must notify the Seller of under-shipments or missing Goods no later than two (2) working days from the date of delivery and agrees that failure to do so shall be deemed to be receipt of all Goods as indicated on the delivery note.
9.11. It is the Buyer’s responsibility to notify the Seller of any incorrect Goods supplied within two (2) working days of delivery. The Buyer must not deface or open the manufacturer’s packaging or use the Goods. The Buyer agrees that failure to adhere to the conditions shall be deemed to be acceptance of the Goods and any and all monies owed relating to the Goods shall be due from the Buyer to the Seller.
9.12. In the event of anyone other than the Buyer accepting delivery, the Buyer shall ensure that the person or party receiving delivery complies with the Buyer’s obligations set out in Clause 9.11.
10.1. No Goods shall be deemed to be ‘lost in transit’ until seven (7) days from despatch have passed, and the Seller’s subsequent investigations of such claims have concluded that the Goods are lost irrevocably.
10.2. Any claims brought against the Seller by the Buyer relating to ‘damage in transit’ shall only be accepted where the Buyer, or the person receiving the Goods on behalf of the Buyer, has annotated the proof of delivery with the word ‘damaged’ in accordance with clause 9.8 and having done so, has subsequently refused acceptance of the damaged Goods or, having accepted them, is storing the Goods safely at the delivery address to avoid further damage.
10.3. The Seller’s sole liability in the event of proven loss or damage will be limited, at the Seller’s sole discretion, to either:
10.4. Credit notes issued for lost in transit Goods may be reversed if, after 14 days from the date of credit, it transpires that the Goods have been delivered. The Seller will notify the Buyer and the Buyer shall have the option to either:
11.1. Nothing in these Conditions shall limit or exclude the Seller's liability for:
11.2. Subject to clause 11.1:
12.1. If the Buyer wishes to return Goods then the Seller may, at it’s absolute discretion, agree to accept such Goods back, upon the following conditions:
12.2. Upon receipt of the Goods, the Seller shall inspect them to ensure they adhere to clause 12.1(b), providing the Goods are in such condition the Seller shall issue a credit note to the Buyer equal to the amount originally invoiced for the Goods less the agreed re-stocking fee. Goods that do not meet the criteria in clause 12.1(b) shall result in the return being rejected, no credit note being issued and the Buyer shall (at their sole expense) have fourteen (14) days to arrange collection from the Seller’s premises. Goods not collected after fourteen (14) days will be disposed of with no liability to the Seller.
12.3. Clauses 12.1 and 12.2 shall not apply to and under no circumstances shall the Buyer be entitled to return (except for the reason set out in clause 10.2):
13.1. Where Goods are supplied for export from the UK, the provisions of this clause 13 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these conditions.
13.2. The Buyer shall be solely responsible for complying with any laws, legislation, regulations, guidance or rules governing the importation of the Goods into the country of destination and to clear the Goods for import, pay any import duty and pay for and carry out any import customs formalities.
14.1. All samples, drawings, descriptive matter, specifications and advertising the Seller issues and any descriptions of illustrations contained in the Seller’s literature or on its website are issued or published for the sole purpose of giving the Buyer a general idea of the Seller’s goods and services. Although the Seller makes every effort to ensure that information is correct, occasionally it may be incomplete, out of date or inaccurate.
14.2. The Seller will not be liable in respect of any loss or damage caused by or resulting from any variation for whatsoever reason in the manufacturer’s specifications or technical data of the Goods.
14.3. Unless otherwise agreed, the Goods are supplied in accordance with the manufacturer’s standard specification as these may be improved, substituted or modified.
15.1. The Buyer acknowledges that the Seller uses third party providers to provide services such as delivery and storage of the Goods.
16.1. The Buyer acknowledges that calls from and to the Seller may be recorded for training, quality improvement and security purposes in accordance with the Telecommunications Regulations 2000.
17.1. The Seller shall not be under any liability to the buyer for any failure to perform any of its obligations under the order due to an event outside of its reasonable control (“Force Majeure Event”). A Force Majeure Event shall include but not be limited to:
18.1. The Seller reserves the right to sub-contract its obligations under these Terms and Conditions.
18.2. They Buyer shall not assign any rights under this agreement without the prior consent in writing of one of the Seller’s directors.
18.3. 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.
18.4. 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.
18.5. No one other than the Buyer and Seller shall have any right to enforce a contract incorporating these Terms and Conditions.
18.6. Each party agrees that any dispute or claim arising out of or in connection with these Terms and Conditions shall be governed by the law of England and Wales and that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms and Conditions.