Terms & Conditions
Unless otherwise agreed in writing by the Seller all goods are supplied in the following terms and conditions to the exclusion of any terms and conditions stipulated by the Buyer and any previous representations, warranties or communications not expressly incorporated herein.
“Seller” means RPM Independent Porsche Specialists Limited (RPM Technik)
“Buyer” means any person, firm or company who place an order for the supply or manufacture of goods with the Seller
“Goods” means the articles, items or materials described in the order
“Order” means the order placed by the Buyer of the goods.
- FORMATION OF CONTRACT
Quotations unless previously withdrawn, shall be valid for a period not exceeding thirty days from date of tender. No order shall be deemed accepted until the sellers written acknowledgement thereto has been made and subject only to the terms and conditions stated below. Any stipulations or conditions in the Buyers order form which would conflict with these conditions or in any way qualify or negate the same shall be deemed to be inapplicable to the order placed with the Seller unless expressly agreed to by the Seller in writing when acknowledging the order in question.
- VARIATIONS OF CONDITIONS
Unless otherwise agreed in writing by the Seller the goods are supplied by the Seller only on these conditions and no variation of or addition thereto (whether contained in any document emanating from the Buyer or made orally by any person acting or purporting to act on behalf of the Seller) shall have effect unless it is in writing signed by or on behalf of the Seller. Should any of these conditions conflict with any conditions stated in the Buyer’s order, these conditions shall prevail.
- ACCEPTANCE OF ORDERS
All orders must contain sufficient information to enable the Seller to supply and or manufacture the goods required but no order shall result in a binding contract of sale unless and until it is accepted by the Seller in writing. No liability can be accepted for incorrectly ordered goods. In addition, the Seller may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Buyer by telephone or email within a reasonable period of receipt by Seller of the order. If orders cannot be fulfilled completely from stock, the unfulfilled balance will (at the Buyer’s request) either be put on back order to be fulfilled when Seller next has available stock or be cancelled.
- FACSIMILE/E-MAIL ORDERS
Such orders will be deemed to be binding contracts subject to purchase to the Seller’s standard terms and conditions.
- PRICE VARIATIONS
The prices of the Goods will be as quoted on our site at the time the buyer submits the order. The seller will take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of order and the date of delivery, the Seller will adjust the VAT payable, unless the Buyer has already paid for the Goods in full before the change in VAT takes effect. The price of the Goods does not include delivery charges. Delivery charges are as advised during the check-out process. The Seller shall be entitled to adjust the selling price of the goods whether before or after the making of the agreement in which these conditions relate in the event of any variation in the cost to the Seller of supplying the goods or any part thereof, caused by any reason whatsoever beyond the control of the Seller including (without prejudice to the generality of the foregoing) changes in exchange rates or the action of any government or authority. Any increase in delivery charges imposed by the Seller after the date of confirmation of order shall be for the account of the Buyer. The minimum charge in operation at the time of placing the order must be accepted.
- PASSING OF PROPERTY
The property in the goods shall, notwithstanding delivery to the Buyer, remain in the Seller until the Buyer has paid the full price as well as all other sums whatsoever, due to the Seller. If at any time payment of the price or any other sums due to the Seller is overdue, the Seller may by its servants or agents enter upon the Buyer’s premises and recover and dispose of the goods and the Buyer shall make no claim against the Seller in respect of such entry or disposal.
- PASSING OF RISK
The risk in goods supplied overland shall pass to the Buyer on delivery to the Buyer’s designated premises or to the carrier nominated by him (whichever shall first occur). The risk in goods supplied by sea or air transport shall pass to the Buyer on delivery to the transportation agent nominated by the Buyer. In which case the Seller will at the Buyer’s written request, cost and risk, arrange for the Buyer’s express instructions as to transit and packaging for sea or air transport to be carried out.
- DELIVERY BY INSTALLMENTS
If any order for goods to be delivered by several instalments to the Buyer each such instalment shall be treated as a separate and identifiable contract and the rights of either party thereunder shall be construed accordingly, save only that the Seller may suspend delivery thereof whilst payment is overdue in respect of any previous instalment. If the Seller shall fail to make delivery or shall make defective delivery of any instalment such failure or defective delivery shall not affect the obligations of the parties under the contract of which these conditions form part in respect of the other instalments
- CARRIAGE AND PACKING
The seller will aim to deliver products in accordance with the Buyers order. The Buyer’s delivery options. The prices and options for delivery are set out on the Seller’s website and available at checkout. In all mainland areas of England, Scotland and Wales via the Seller’s nominated carrier, carriage & packing is not included in the cost unless otherwise specified in writing. Express or Special Delivery at the Buyer’s request will always be at the Buyer’s expense. Prices do not include VAT which is chargeable on transport and post. For export all packing and delivery charges on goods will be charged at cost and by method designated by the Seller.
The seller shall be notified in writing of the non-receipt of any goods by the Buyer or his nominated carrier within fourteen days of the invoice date. Times and dates for delivery quoted in the Seller’s website or by Seller’s employees are approximate only and the Seller shall not be liable for the consequences of any delay in delivery. If any delivery is late, the Buyer must notify the Seller and the Seller will endeavour to ascertain if the product has been delivered or the expected delivery time of the product to the Buyer. The Seller may also, at its discretion, refund the total delivery charge to the Buyer. The Buyer must notify the Seller of any alleged quantity shortfall, defect in, or damage to the goods within fourteen days of actual receipt and thereafter shall be deemed to have accepted the goods in all respects. Any such notice must specify the particular defect and must afford the Seller reasonable opportunity to inspect the goods in question. If the goods are agreed by the Seller to be defective or faulty the seller will (at its option) either rectify the defect or fault or replace any such goods or credit the invoice value of the goods and such rectification or replacement or credit will be in full satisfaction of any claim by the Buyer. If the Seller fails to deliver the Goods, liability is limited to the cost of obtaining replacement goods of a similar description and quality, less the price of the Goods. However, the Seller will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because the Buyer failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of Goods. In any event the Buyer must reject any parcels delivered in a damaged condition.
- CONSEQUENTIAL LOSS
The Seller shall be under no liability whatsoever (including without prejudice to the generality of the foregoing any liability in tort or for consequential loss or damage of any kind) for breakage or resulting defect occurring after delivery for any defect in or failure of or unsuitability for any purpose of the goods or any part thereof whether the same be due to any act omission negligence or wilful default of the Seller or its servants or agents or to faulty design, workmanship or material or any other cause whatsoever, including (without prejudice to the generality of the foregoing) any breach by the Seller, its servants or agents of any fundamental term or any fundamental breach by the Seller, its servants or agents of any term of the contract of which these conditions form part; and all other conditions, warranties or other terms whether express or implied, statutory or otherwise inconsistent with the provisions of these conditions are hereby expressly excluded.
- FORCE MAJEURE
The Seller shall do all in its power to perform the terms of any contract of which these conditions form part and in particular to meet all delivery dates but shall not be liable for any failure to observe or breach of any of the terms hereof by reasons or acts of God, war, riots, civil commotions, strikes, lock-outs, trade disputes, fires, breakdowns, interruptions of transport, Governmental action delay in delivery by the Seller’s suppliers or any other cause.
Goods supplied correctly to the order of the Buyer can be returned only if the Sellers permission is first obtained. Permission will only be considered if the goods are those which the Seller regularly carries in stock. All returns are subject to a 20% handling charge. The buyer may only return Goods to the Seller, and receive a credit or refund, if the following conditions are met
(a) Returns must be made within 30 days of the date of delivery.
(b) Products must be returned to Seller in their original condition and packaging and in a condition that will enable them to be immediately fit for re-sale.
(c) The Buyer must follow any specific instructions notified by Seller’s employees and quote the invoice details from the original despatch paperwork.
The price quoted is for stipulated quantities only and must not be taken to apply to any order for any lesser quantities. All quotations for goods to be delivered from stock are subject to these goods being unsold on receipt of order.
Colour shall be subject to reasonable variation.
Whilst all written recommendations including catalogues and advertising matter, made by the Seller as to the performance of the goods are made in good faith and in the belief that they are correct the Seller shall have no responsibility whatsoever for any damage liability cost claim or expense suffered by the Buyer or any third party through following such recommendations.
The supply of goods by the Seller shall not confer any right upon the Buyer to use any Sellers trade-mark without prior written consent of the Seller and at all times such trademark shall remain the property of the Seller. Neither does it imply any right to use any Seller’s patent any indemnity against infringement of third party patents.
Delivery dates or periods are given in good faith and the Seller will make every effort to meet them but no liability is accepted for failure to deliver on a specified date or within a specified period.
The Buyer shall indemnify the Seller against all claims in respect of any loss, injury or damage sustained by a third party, however caused, after receipt of the goods by the Buyer and shall also pay and indemnify the Seller against all royalties or other payments in respect of any patents registered designs or other rights which may be claimed as a result of goods being made according to designs or specifications supplied by the Buyer and shall indemnify the Seller against all claims expenses and costs in connection with any infringement or alleged infringement of any patent registered design or other right in the manufacture of such goods.
(a) The Seller will use his best endeavours to obtain for the Buyer the benefit of any warranty in respect of the goods (including any undertakings to repair or replace defective parts) which the Seller receives from his own suppliers in relation thereto.
(b) The Seller’s liability in terms of these conditions is in lieu and to the exclusion of all other warranties conditions or obligations imposed or implied by statute or otherwise in relation to the quality or description of the goods or their fitness for any particular purpose.
(c) The Seller will under no circumstances be liable to the Buyer for:
(i) any loss of profits, sales, business, or revenue;
(ii) loss of business opportunity;
(iii) loss of anticipated savings;
(iv) loss of goodwill; or
(v) any indirect or consequential loss.
(d) Total liability to the Seller for all losses arising under or in connection with the Contract will in no circumstances exceed the price of the Goods.
(e) Except as expressly stated in these Terms, the Seller does not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, the Seller will not be responsible for ensuring that the Goods are suitable for your purposes.
(f) The Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Seller in connection with any claim made for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with your specification for the Goods.
The Buyer shall not, without the Sellers prior written consent, assign or transfer or purport to assign or transfer the contract to which these conditions relate or the benefit thereof to any other person whomsoever.
No indulgence or forbearance extended to the Buyer shall limit or prejudice any right or claim assailable to the Seller.
The Goods are intended for use only in the UK. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK. We provide a warranty that on delivery, the Goods shall conform in all material respects with their description; and be of satisfactory quality (within the meaning of the Sale of Goods Act 1979). Warranty provision is contingent upon:
(a) The Seller us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty
(b) The Seller is given a reasonable opportunity of examining the Goods; and
(c) If we ask the Buyer to so, return the Goods to us at Buyer’s cost, we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full and such rectification or replacement or refund will be in full satisfaction of any claim by you.
The Seller will not be liable for breach of the warranty if:
(a) The Buyer makes any further use of the Goods after giving notice to the Seller
(b) The defect arises as a result of us following any drawing, design or specification supplied by the Buyer;
(c) The Buyer alters or repairs the Goods without our written consent;
(d) The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(e) The Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
a) The Buyer shall pay the amount invoiced in accordance with the Seller’s payment terms.
b) If the Buyer fails to make payment by the due date, then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
(i) Suspend any further deliveries to the Buyer until payment in full is made
(ii) Appropriate any payments made by the Buyer to such of goods (or the goods supplied under any other contract between the Buyer and the Seller) as the seller may see fit (notwithstanding any purported appropriation by the Buyer), and (iii) Charge the Buyer interest (both before and after any Judgement) on the amount unpaid at the rate of four percent (4%) per annum above the HSBC Bank Plc base rate from time to time until payment in full is made (a part of the month being treated as a full month for the purpose of calculating interest.)
(a) If the Buyer shall fail to make any payment when it becomes due-or shall enter into any composition or arrangement with its creditors or if being an incorporated company shall have a receiver appointed or shall pass a resolution for winding up or a Court shall make an order to that effect or if not being an incorporated company shall have a receiving order made against it or if there shall be any breech by the Buyer of any of the terms and conditions hereof, the Seller may defer or cancel any further deliveries and treat the control of which these conditions form part as determined but without prejudice to its right to any unpaid purchase price of goods delivered and to damages for any loss suffered in consequence thereof.
(b) Orders are not subject to cancellation, change, reduction in amount or suspension of deliveries except with Sellers consent and upon terms which protect the Seller from loss.
- CERTIFICATES OF CONFORMITY
Certificates of Conformity can be issued on request at a cost stipulated by the Seller at the time of order.
If at any time any question, dispute or difference whatsoever shall arise between the Buyer and the Seller upon or in relation to or in connection with the contract, either party shall give to the other notice in writing of such question whatsoever beyond its control, the time for delivery shall be extended until such cause shall have ceased to operate.
- GOVERNING LAW
This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.