Terms and Conditions of Sale
RivaNET Limited Terms and Conditions of Sale
The following words shall have the following meanings:
“Charges” means the charges for the supply of the Services and/or the Goods as specified in the Proposal and/or the Price List.
“Conditions” means these standard terms and conditions and any specific terms in the Proposal.
“Contract” means the contract between the Purchaser and RivaNET for the supply of the Services and/or the Goods.
“Demand” means any action, award, claim or other legal recourse, complaint, cost, debt, demand, expense, fine, liability, loss, outgoing, penalty and proceeding.
“Goods” means any goods or equipment supplied to the Purchaser by RivaNET.
“Installation Date” means (where applicable) the date that installation of the Goods and/or completion of the Services is deemed complete by RivaNET.
“RivaNET” means RivaNET Limited (Company No. 04239806) whose registered office is at 5 Blenheim Court Brook Way Leatherhead Surrey KT22 7NA.
“Price List” means the price lists of RivaNET as amended from time to time.
“Services” means the services to be provided to the Purchaser by RivaNET as set out in the Proposal, together with any other services that RivaNET agrees to provide to the Purchaser.
“Proposal” means the order form, quotation or estimate accompanying these Conditions or as previously supplied by RivaNET to the Purchaser.
“Purchaser” means the customer or client of RivaNET with whom the Contract is made.
2. Application of conditions and supply of Services
2.1 The Purchaser’s acceptance of a Proposal or the Purchaser’s order for Services and/or Goods constitutes an offer by the Purchaser to purchase the Services and/or the Goods on these Conditions. No order placed by the Purchaser shall be accepted by RivaNET other than:
2.1.1 by a written acknowledgement issued by RivaNET; or
2.1.2 (if earlier) by RivaNET starting to supply the Services and/or the Goods,
when the Contract will be established. These Conditions shall apply to and be incorporated into the Contract to the exclusion of all other terms and conditions.
2.2 Any Proposal is valid for a period of 30 days from its date, provided that RivaNET has not previously withdrawn it.
2.3 The Purchaser shall ensure that the terms of any order, specification and the Proposal are complete and accurate in all respects.
2.4 RivaNET may require the Purchaser to pay a deposit as specified in the Proposal. Any deposit shall be payable by the Purchaser in cleared funds prior to the supply of any Goods and/or the commencement of the Services.
3. RivaNET’s obligations and rights
3.1 RivaNET shall use reasonable endeavours to supply the Services and/or the Goods to the Purchaser in accordance with the Proposal and any subsequent orders accepted by RivaNET.
3.2 RivaNET shall use reasonable endeavours to meet any performance and delivery dates specified, but any such dates shall be estimates only and time shall not be of the essence.
3.3 In the event of the manifestation of any material defects in the Goods, RivaNET will, at its option, either make good by repair or by the supply of replacement Goods, provided always that the Purchaser notifies RivaNET in writing of any defects immediately on their appearance and that RivaNET is satisfied that the defects arise solely from faulty equipment and that it is within its warranty period.
3.4 RivaNET shall not be obliged to accept Goods for credit unless authorised by a director of RivaNET and such Goods are received by RivaNET in their originally dispatched condition with all original packaging. RivaNET reserves the right to charge a restocking fee.
3.5 RivaNET shall use reasonable endeavours to transfer to the Purchaser the benefit of any warranty or guarantee in respect of the Goods and/or the Services.
4. Description and Quality
4.1 RivaNET shall make reasonable efforts to ensure that the Goods shall correspond with samples, specifications or descriptions provided. RivaNET shall not be liable for minor variations in respect of design features, specification or colour of the Goods and no such variations shall entitle the Purchaser to rescind the Contract.
4.2 RivaNET may change or substitute the Services and/or the Goods, in order to comply with any safety, statutory or regulatory requirements, or as a result of an inability to obtain any Goods, provided that such changes do not materially affect the nature of the supply.
4.3 All advertising issued by RivaNET and any descriptions or illustrations contained in its catalogues or on its website are published for the sole purpose of giving an approximate idea of the goods and services described in them. They shall not form part of the Contract.
4.4 RivaNET warrants that (subject to the other provisions of these Conditions) that:
4.4.1 the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
4.4.2 the Goods shall be reasonably fit for the purpose for which the Goods are commonly supplied; and
4.4.3 it shall perform the Services with reasonable care and skill.
4.5 RivaNET shall not be liable for breach of any of the warranties in condition 4.4 or in respect of any claim for defects or non-functionality unless the Purchaser gives written notice of any defect to RivaNET within 7 days of the earlier of Installation Date or the delivery date, and RivaNET has been given a reasonable opportunity after receiving such notice to examine any defects.
4.6 RivaNET shall not be liable for breach of any of the warranties in condition 4.4 if the Purchaser makes any further use of the Goods and/or the product(s) of the Services after giving such notice to RivaNET, or, the defect arises because of the Purchaser’s failure to follow instructions as to use, storage or maintenance.
4.7 RivaNET shall not be liable for claims relating to missing items (such as manuals) or discrepancies in any Goods delivered or installed unless RivaNET is notified by the Purchaser in writing within 7 days of the earlier of the Installation Date or the date of delivery.
5. The Purchaser’s obligations
5.1 The Purchaser shall:
5.1.1 co-operate with RivaNET in all matters relating to the Services;
5.1.2 permit and provide RivaNET, its employees and agents with access to the premises to carry out the Services;
5.1.3 carry out any preparation works that RivaNET deems necessary;
5.1.4 make available to RivaNET, its employees and agents the facilities, resources and working space as RivaNET may require;
5.1.5 be responsible for and meet the cost of any carriage, telephone, postal, insurance and other incidental charges incurred during any guarantee period or in connection with the return of any Goods to RivaNET;
5.1.6 be responsible for and bear the risk in any Goods returned to RivaNET until RivaNET acknowledges receipt of the same;
5.1.7 in respect of active on-site third party maintenance contracts, use the services of any such third party to remedy defects in the Goods and/or Services;
5.1.8 in the case where manufacturer of the Goods operates direct product support and return policies, process the Purchaser’s claim, obtain repairs or replacement goods directly from the manufacturer.
5.2 If RivaNET’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Purchaser, the Purchaser’s agents, subcontractors, consultants or employees, RivaNET shall not be liable for any costs, charges or losses sustained or incurred by the Purchaser arising directly or indirectly from such prevention or delay.
5.3 The Purchaser shall indemnify and hold RivaNET harmless (on demand) from and against all Demands sustained or incurred by RivaNET arising directly or indirectly from the Purchaser’s fraud, negligence, failure to perform or delay in the performance of any of the Purchaser’s obligations under the Contract.
6. Charges and payment
6.1 The Purchaser shall pay to RivaNET all Charges (without set off or deduction):
6.1.1 by the date specified in RivaNET’s invoice; or
6.1.2 where no date for payment is specified, within 30 days of the date of RivaNET’s invoice.
6.2 Unless otherwise stated all prices are exclusive of VAT, which shall be charged by RivaNET to the Purchaser at the applicable rate.
6.3 Time for payment by the Purchaser of all Charges shall be of the essence. Payment of Charges shall be made by the Purchaser in Pounds Sterling.
6.4 RivaNET reserves the right not to dispatch Goods and/or begin to supply the Services until it has received payment in cleared funds.
6.5 The Purchaser agrees that RivaNET may review and increase the Charges as a result of market conditions at the date of supply of the Goods and/or the Services and RivaNET shall endeavour to notify the Purchaser of such variations within 1 month of the change.
6.6 Without prejudice to any other right or remedy that it may have, if the Purchaser fails to pay any Charges on their due date, RivaNET may:
6.6.1 charge interest on such sum from the due date for payment at the annual rate of 4% above the NatWest Bank base rate from time to time accruing on a daily basis until payment is made;
6.6.2 suspend all Services and/or the supply of any Goods until payment has been made in full;
6.6.3 terminate the Contract with immediate effect.
6.7 RivaNET may, without prejudice to any other rights it may have, set off any liability of the Purchaser to RivaNET against any liability of RivaNET to the Purchaser. All sums payable to RivaNET under the Contract shall become due immediately on its termination, despite any other provision.
7. Limitation of liability – THE PURCHASER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
7.1 This condition 7 sets out the entire financial liability of RivaNET (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Purchaser in respect of:
7.1.1 any breach of the Contract;
7.1.2 any use made by the Purchaser of the Goods or product of the Services (or any part of them); and
7.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
7.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
7.3 Nothing in these Conditions limits or excludes the liability of RivaNET:
7.3.1 for death or personal injury resulting from negligence; or
7.3.2 for any damage or liability incurred by the Purchaser as a result of fraud or fraudulent misrepresentation by RivaNET.
7.4 RivaNET shall not be liable for loss of profits, loss of business, depletion of goodwill and or similar losses, loss of contract, or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
7.5 RivaNET’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract and supply of the Services and/or Goods shall be limited to the price paid for the Goods and/or the Services.
8.1 Without prejudice to any other rights or remedies which RivaNET may have, RivaNET may terminate the Contract without liability to the Purchaser immediately on giving notice to the Purchaser if:
8.1.1 the Purchaser commits a breach of any of the terms of the Contract and such breach remains unremedied by the Purchaser for seven days after the Purchaser have received notice from RivaNET; or
8.1.2 the Purchaser fails to pay any Charges by their due date; or
8.1.3 the Purchaser becomes insolvent, commits an act of bankruptcy, or a winding up order is made against the Purchaser, or the Purchaser makes any arrangements with the Purchaser’s creditors, or any execution or distress is levied upon any of the Purchaser’s property, or any judgment against the Purchaser shall remain unsatisfied for 14 days.
8.2 On termination of the Contract for any reason:
8.2.1 the Purchaser shall immediately pay to RivaNET all of RivaNET’s outstanding unpaid invoices and interest;
8.2.2 in respect of Services and/or Goods supplied and commitments entered into by RivaNET in connection with the Contract, but for which no invoice has been submitted, RivaNET may submit an invoice, which shall be payable immediately; and
8.2.3 the accrued rights of RivaNET as at termination of the Contract, shall not be affected by its termination.
9. Risk and ownership
9.1 Risk in the Goods shall pass to the Purchaser on the earlier of the date upon which the Goods are delivered to the Purchaser, the Installation Date or the date the Services are completed, and the Purchaser is therefore responsible for insuring any Goods from this date.
9.2 Ownership of the Goods shall not pass to the Purchaser until RivaNET has received payment (in cleared funds) of all sums due or owing to RivaNET from the Purchaser at any time.
9.3 Until ownership of the Goods has passed to the Purchaser, the Purchaser agrees to hold the Goods on RivaNET’s behalf and to store them in such a way so that they remain readily identifiable as belonging to RivaNET. RivaNET shall be entitled to recover payment from the Purchaser in respect of the Goods even though ownership of the Goods will not have passed to the Purchaser.
9.4 The Purchaser grants RivaNET, its agents and employees, an irrevocable licence at any time to enter any premises where the Goods are stored or installed in order for RivaNET to inspect or recover them.
10.1 The Purchaser acknowledges and agrees that details of the Purchaser’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of RivaNET in connection with the performance of the Contract.
10.2 Either party shall have no liability to the other party under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including the default of suppliers or subcontractors.
10.3 The Conditions and the Contract incorporating them may only be amended or varied in writing signed by a duly authorised director of RivaNET.
10.4 RivaNET (but not the Purchaser) may at any time assign, transfer, charge, mortgage, sub-contract or deal in any other manner with all or any of its rights under the Contract and may sub-contract or delegate in any manner any or all of its obligations under the Contract to any third party.
10.5 The Purchaser acknowledges that, in entering into the Contract the Purchaser has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract). Nothing in these Conditions shall limit or exclude any liability for fraud.
10.6 If any provision of the Contract is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Contract and rendered ineffective as far as possible without modifying the remaining provisions of the Contract, and shall not in any way affect any other circumstances of or the validity or enforcement of the Contract.
10.7 For the purposes of the Contracts (Rights of Third Parties) Act 1999 the Contract is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
10.8 The validity, construction and performance of the Contract shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts.