Reefgrove Ltd Trading Terms & Conditions
1.1 In these Conditions, the following words and phrases shall have the following meanings:
“Contract” means the Contract (subject to these Conditions) for the sale and purchase of Goods;
“Customer” means the person or company specified in the Quotation;
“Delivery” has that meaning attributed to it by Clause 7.1 below;
“Delivery Location” means the locations specified in the Quotation;
“Reefgrove” means Reefgrove Ltd, Unit 2, Grove Park Centre, Grove Park View, Harrogate. HG1 4DD. Co No : 2682512
“Equipment” means the equipment specified in the Quotation;
“Goods” means the Equipment and or any Parts;
“Parts” means the parts specified in the Quotation;
“Price” means the Price specified in the Quotation, payable by the Customer in consideration for purchasing the Goods pursuant to a Contract;
“Quotation” means the quotation on the first page of this document comprising details of the Customer, Delivery, Delivery Location, Goods, Services and Price;
“Services” means the consultancy, design and installation services specified in the Quotation;
The headings in these Conditions are for convenience only and shall not affect their interpretation
2. APPLICATION OF CONDITIONS
2.1 Unless otherwise expressly agreed in writing by a director of Reefgrove, any Contract shall be subject to these binding Conditions. These Conditions shall apply to the exclusion of all other terms and conditions offered on behalf of the Customer, which for the avoidance of doubt shall not be binding.
2.2 The Customer shall not for any purpose be entitled to rely upon any verbal representations made to it by Reefgrove any of its servants or agents.
3. ACCEPTANCE / CANCELLATION
3.1 No Quotation submitted by Reefgrove shall remain open for acceptance by the Customer beyond a period of thirty (30) days from the despatch or other communication thereof to the Customer.
3.2 No Quotation submitted by Reefgrove shall be deemed to have been accepted by the Customer unless and until confirmed in writing by an authorised representative of the Customer, at which point, the Quotation shall become a binding Contract.
3.3 No Contract shall be cancelled by the Customer without the written agreement of Reefgrove, in which case the Customer shall indemnify Reefgrove against all loss (including loss of profit), costs (including the cost of labour and materials used), damages, charges and expenses incurred by Reefgrove as a result of the unauthorised cancellation.
3.4 The Customer shall have no contractual right to cancel a Contract or (save as provided in Clause 5 below) to return Goods delivered under it. If, nevertheless, Reefgrove accepts such a cancellation it will (without prejudice to its other rights and remedies, including full compensation for any liability to its own suppliers, charge a sum equal to thirty percent (30%) of the Price of the Goods in question as a cancellation charge to cover handling and other expenses. If Reefgrove agrees to accept the return of the Goods such acceptance is conditional on the Goods being found on return to be in perfect (and resalable) condition.)
3.5 If the Goods are specially ordered, designed or manufactured to specification, cancellation is not acceptable and the Goods must be paid for in full.
4.1 Subject to Clause 4.2 below, the Price payable for the Goods, is the Price specified in the Quotation. Value Added Tax shall be payable in addition to any specified Price.
4.2 Where, between the date of the Quotation and the date of delivery, the material cost to Reefgrove for any of the Goods (or component parts used in their manufacture) sold under a Contract is increased, Reefgrove shall be entitled to increase the Price by no more than the amount of such increase. If the resulting increase is greater than ten per cent (10%) of the total Price, Reefgrove shall give the Customer notice of the increase in writing and the Customer shall be entitled by counter-notice given within seven (7) days of such notice to cancel the Contract, without further liability.
5. CREDIT TERMS
5.1 The Customer may make an application to Reefgrove for credit facilities in the form of a ‘Credit Account’.
5.2 When assessing whether or not to grant a Credit Account to the Customer, Reefgrove shall request from the Customer certain information, which may include (without limitation); a company name, registered office address and registration number; business proprietors or directors name and address; or an individuals name and address (“Personal Data”).
5.3 Once granted, any extension of credit to the Customer in the form of a Credit Account may be changed or withdrawn at any time by Reefgrove. The level of the Credit Account shall be determined at the entire discretion of Reefgrove.
5.4 Any Personal Data may be disclosed by Reefgrove to any credit checking agency or business for the purpose of making a decision as to whether or not to extend credit facilities to the Customer. By making an application for a Credit Account, the Customer consents to the disclosure of the Personal Data for this permitted purpose.
5.5 Reefgrove may utilise the Personal Data to contact the Customer by e-mail, telephone or in writing for the purpose of communicating details of its Goods and Services. If the Customer wishes to “opt-out” of receiving such communications it must do so by contacting a director of Reefgrove in writing.
6. PAYMENT TERMS
6.1 If the Customer does not already have a Credit Account with Reefgrove, payment of the Price by the Customer, shall be as follows: if the Price of the Goods is less than one thousand pounds (£1000.00), or the Goods are in-stock or have already been manufactured, in full prior to delivery; or if the Goods are to be supplied to specification, or especially ordered and the value of Goods ordered exceeds one thousand (£1000.00): 50% of the Price shall be paid on entry into the Contract (by way of deposit); and 30% of the Price shall be paid upon commencement of the installation process; and 20% of the Price shall be paid prior to ‘live’ commissioning or where applicable, delivery of the Goods.
6.2 If any Price, exceeds the level of credit available to the Customer (“the Difference”), then the Customer acknowledges that the Difference shall be paid subject to the provisions of Clause 6.1.2 above.
6.3 If the Customer does have a Credit Account with Reefgrove, the Customer will be invoiced on delivery. PAYMENT IS STRICTLY THIRTY (30) DAYS FROM THE DATE OF INVOICE.
6.4 Time for payment of any invoice shall be of the essence. Reefgrove reserves the right to suspend delivery (or future deliveries) where payment has not been received (or becomes overdue).
6.5 No payment shall be deemed to have been received until Reefgrove has received cleared funds, in full.
6.6 Where the Customer fails to make payment in accordance with the terms of this Clause 6, Reefgrove reserves the right to recover from the Customer statutory interest at 5% above the Bank of England base rate at the date the debt becomes overdue, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; and all legal, court expenses and all other costs of recovering the debt (or the Products themselves) incurred by Reefgrove.
6.7 The Customer shall not be entitled by reason of any set-off, counterclaim, abatement or deduction to withhold payment of any amount due to Reefgrove.
7. PERFORMANCE & DELIVERY
7.1 Delivery shall take place when the Goods are: delivered to the Customers premises pursuant to the Quotation; or made available for collection from Reefgrove’s premises pursuant to the Quotation. Unless otherwise expressly agreed writing Delivery shall, be made by Reefgrove to the Delivery Location.
7.3 Time of Delivery shall not be of the essence. Unless otherwise expressly agreed in writing any delivery date specified, quoted or agreed, shall be an ‘Estimate Only’ and shall not be binding on Reefgrove. Reefgrove shall not be liable to the Customer in any way, for its failure to deliver the Goods on a particular date or dates.
7.4 The Customer shall accept Delivery of the Goods if they are tendered later than any estimated Delivery date. If the Customer refuses or fails to take any necessary action on its part for accepting delivery, Reefgrove shall be entitled to terminate the Contract with immediate effect, to dispose of the Goods as it sees fit and recover from the Customer any losses and additional costs incurred as a result of such refusal or failure.
7.5 The Customer shall inspect the Goods on Delivery and sign an acceptance or Delivery note endorsing thereon a full note of any shortage or damage. Such note shall be conclusive evidence that the Goods are of the correct quantity and free from reasonably apparent defects and damage except as set out in such endorsement. If such note is not signed it will be deemed to have been signed without endorsement.
8. TITLE, PROPERTY & RISK
8.1 Risk in the Goods shall pass to the Customer on Delivery.
8.2 Notwithstanding Delivery and passing of risk, the Goods shall remain the property of Reefgrove until the Customer pays to Reefgrove the agreed Price for the Goods (together with any accrued interest) and all other amounts owed by the Customer to Reefgrove in respect of any Contract.
8.3 Until property in the Goods has passed, the Customer shall be deemed only to be in possession of the Goods in a fiduciary capacity and shall: not part with possession of the Goods; take proper care of the Goods and take all reasonable steps to prevent any damage to or deterioration of it; keep the Goods free from any charge, lien or other encumbrance and store the Goods in such a way as to show clearly that it belongs to Reefgrove; give Reefgrove such information relating to the Goods as Reefgrove may request from time to time require.
8.4 Reefgrove reserves the right to repossess and resell any of the Goods to which it has retained title.
8.5 The Customer grants an irrevocable right and licence to Reefgrove and its employees and agents to enter the Customer’s premises with or without vehicles during normal business hours for the purpose of inspecting and/or repossessing Goods to which it has retained title. This right and licence shall continue to subsist notwithstanding the termination for any reason of any Contract and is without prejudice to any accrued rights Reefgrove may have.
8.6 Whilst the Customer is in possession of the Goods with Reefgrove’s consent (but not otherwise) the Customer may in the ordinary course of its business incorporate the Goods into any equipment, installation or premises, provided that the Customer shall pay the proceeds of such sales to Reefgrove forthwith upon receipt.
8.7 The Customer acknowledges that as a consequence of its fiduciary relationship with Reefgrove it is under a common law duty to Reefgrove to hold the proceeds of any such sale on trust for Reefgrove and not to mingle such proceeds with any other monies or pay them into an overdrawn bank account.
9. SPECIFICATIONS & SUITABILITY
9.1 The assessment of the suitability, quality and fitness for a particular purpose of the Goods, shall be the Customer’s responsibility irrespective of any samples, specifications, formulations, data, literature and statements as to the content, suitability, performance or otherwise given by Reefgrove.
9.2 Goods are supplied on condition that the Customer undertakes at all times to take and comply with (and draw to any third parties’ attention and require them to take and comply with) all instructions and recommendations issued with or contained on or relating to the Goods or relevant data sheets, and all reasonable and prudent precautions as to their installation, use, maintenance, cleaning and otherwise.
9.3 All sizes, colours, finishes, brochures and promotional or other literature are as accurate as possible within normal manufacturing tolerances and, in keeping with Reefgrove’s policy of continual development. Reefgrove reserves the right to alter such specifications and to supply Goods to the Customer reflecting such altered specifications without prior notice to the Customer provided that such alterations do not materially affect the characteristics of the Goods. Slight deviations within accepted tolerances shall not entitle a Customer to cancel any Contract, return the Goods or claim compensation.
9.4 Any typographic, clerical or other error, omission or mistake in sales literature, Quotation or price list, acceptance of offer, invoice, document or information issued by Reefgrove shall be subject to correction without any liability on the part of Reefgrove.
10. INSTALLATION & SITE WORK
10.1 The Customer shall be responsible for complying with all statutory requirements and third party rights in connection with the siting, installation, erection and use of the Goods.
11. WARRANTY & DEFECTIVE GOODS
11.1 All conditions, warranties or other terms whether, express or implied, statutory or otherwise (including those implied by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982), including terms relating to quality or fitness for purpose, are expressly excluded to the fullest extent permissible by law.
11.2 Reefgrove warrants that the Services shall be undertaken with reasonable skill and care.
11.3 Reefgrove warrants to the Customer that all Goods shall be free from defects in material and workmanship under normal conditions of use for a period of one (1) year from the date of Delivery, provided that: where applicable, any Goods commissioned for manufacture shall be manufactured in accordance with any specification document delivered by the Customer, irrespective of whether or not such specification document is ‘signed off’ as complete; and the defect is attributable to any defective third party goods, components installations, which are not the contractual responsibility of Reefgrove; and the defect is not attributable to fair wear and tear or any fault or damage arising from impact, modification, accident, neglect, abnormal working conditions, inappropriate working conditions, inappropriate use or treatment, incorrect handling or exposure to such other substances as many be injurious to such materials; and the claim is notified in writing to Reefgrove within ten (10) days of the date of discovery of the defect; and Reefgrove is given the opportunity to examine the Goods in situ, or arrange for their collection.
11.4 If upon inspection and examination Reefgrove deems that the defects are due to any fault of its own manufacture or other workmanship, it shall at its own cost (and at its option) replace or repair the same and refund to the Customer any cost of carriage incurred by it in returning the Goods.
11.5 If upon inspection and examination Reefgrove deems that the Goods are not defective, the costs of carriage (or collection), inspection and of any work done shall be chargeable to the Customer, such charges to be calculated on a time and materials basis.
11.6 In the case of international supply contracts (as defined by the Unfair Contract Terms Act 1977), such costs of carriage or collection or inspection shall in any event (irrespective of whether or not a defect exists) be borne by the Customer.
11.7 In the case of defective Goods not manufactured by Reefgrove, the Customer shall be entitled, so far as possible, to the benefit of any guarantees given by the manufacturers. Reefgrove will on request notify the Customer of the terms of any such guarantees.
12.1 Reefgrove maintains public and product liability insurance to a limit of five million pounds (£5,000.000.00) in respect of any one occurrence of such liability. Copies of the policy or policies are available for inspection at any time. Reefgrove’s pricing structure is based upon these limitations of liability and the Customer is therefore advised to consider obtaining insurance cover for any claims for which Reefgrove is not liable.
12.2 Reefgrove shall on request from the Customer apply to its insurers for a limit of indemnity which is greater than five million pounds (£5,000.000.00) but reserves the right in such event to reflect the additional insurance cost in an increase in the Price to the Customer.
13. LIMITATION OF LIABILITY
13.1 Subject to the insurance limitation set out in Clause 12.1 above, Reefgrove shall not be liable to Customer for any omission, act of negligence, breach of contract, misrepresentation, resulting in: loss or damage incurred by the Customer attributable to events which is beyond the reasonable control of Reefgrove; loss or damage incurred by the Customer attributable to any third party claims; loss or damage to the Customers plant or equipment attributable to the improper fitment or installation of the Goods; loss or damage incurred by the Customer attributable to any drawing or specification delivered pursuant to the Services; loss or damage incurred by the Customer which is attributable to defects arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Reefgrove’s and/or manufacturer’s instruction, misuse or alteration or repair of the Goods without Reefgrove’s approval; direct, indirect or consequential damage suffered by Customer including (without limitation), any economic loss, loss of profits or business opportunity, damages, costs and expenses (including legal expenses) arising out of the supply of the Goods or Services to the Customer by Reefgrove.
13.2 Nothing in this Agreement shall operate to exclude or restrict Reefgrove’s liability for death or personal injury resulting from negligence; fraud or deceit.
14.1 Reefgrove recognises that a Customer may enter into a Contract in its capacity as a natural person for purposes which are outside the scope of a business (“Consumer”), in which case, the provisions of this Clause 14 shall apply.
14.2 Any Consumer may cancel an Order pursuant to the Consumer Protection (Distance Selling) Regulations 2000, within seven (7) working days of delivery of the Goods, PROVIDED THAT the Goods are ordered at a distance.
14.3 In order to exercise this right to cancel, the Consumer must send a notice of cancellation to Reefgrove, in writing.
14.4 In exercising the right to cancel, the Consumer must take reasonable care of the Goods. Failure to take care of the Goods may invalidate the right of the Consumer to a full refund.
14.5 The Consumer must return the Goods at their own expense or make them available for collection. If the Consumer indicates that the Goods are to be collected, Reefgrove shall charge for the direct cost of collection. Reefgrove shall inform the Consumer when collection of the Goods will be made, within twenty one (21) days of cancellation.
14.6 A full refund shall be credited to the Consumer within thirty (30) days of cancellation. Reefgrove reserves the right to charge for items returned for a refund if they are not in perfect condition or damaged in any way whatsoever.
14.7 The statutory rights of any Consumer shall remain unaffected by these Conditions. In particular, the provisions of Clauses 3.4 and 11.1 above.
15. EXPORT ORDERS
15.1 The Customer shall be exclusively responsible for (and shall indemnify Reefgrove against) all customs duties and other costs of importation and costs of obtaining confirmation of payments, letters of credit for obtaining all licences relevant to the sale and Delivery of and payment for the Goods (Delivery being subject to the Customer obtaining all such licences).
15.2 Unless otherwise agreed in writing payment for international sales shall not be deemed completed unless payment in full has either been received by In relation to deliveries made outside the United Kingdom, Reefgrove’s Delivery terms shall conform to Incoterms 2000.
15.3 Export Sales: Payment by irrevocable Letter of Credit confirmed and advised by our Bankers. Amount payment at site: Document to be presented is a signed collection note from Reefgrove export packer, Trans-shipments allowed. Part-shipments not allowed.
16.1 If any dispute or difference shall arise between the parties to this Agreement from or in connection with this Agreement or its performance, construction or interpretation, the parties shall endeavour to resolve it by agreement through appropriate negotiations, to be conducted in good faith.
16.2 If the parties are unable to resolve the dispute within fourteen (14) days of the commencement of the negotiations, the dispute shall be referred to mediation.
16.3 The mediation shall be chosen on behalf of the parties by the Centre for Dispute Resolution.
16.4 The mediation shall be held in the City of Leeds, in the United Kingdom of Great Britain and Northern Ireland, and shall be conducted in the English language.
16.5 The mediation shall be governed by the laws of England and Wales
17.1 These Conditions shall be interpreted without reference to their headings, which are for convenience only.
17.2 The Customer may not assign any Contract or any rights there under without the prior written consent of Reefgrove.
17.3 Any Contract shall be governed by English law and the Customer shall (subject to Clause 16.1 above) submit to the exclusive jurisdiction of the English Courts.
17.4 Any provision of these Conditions held by a court of law to be invalid shall be severable and shall to the extent necessary to prevent such invalidity be deemed to be omitted from these Conditions and any liability which would otherwise have been excluded or limited shall nevertheless be subject to the remaining provisions of these Conditions.
17.5 The provisions of these Conditions shall remain in full force and effect notwithstanding that the parties’ obligations under any Contract may have been performed or discharged.
17.6 The waiver of any breach of any of these Conditions or the non-enforcement of any of these Conditions shall not prevent the subsequent enforcement of that Condition or the exercise of any right arising from that breach of shall not be deemed a waiver of any subsequent breach.