Terms & Conditions

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this condition apply in these conditions.

Client: The person, firm or company who purchases the Equipment from the Company.

Company: RIG Systems Limited (Company Number: 4225894) whose registered office is situate at 800 Field End Road, South Ruislip, Middlesex HA4 0QH and whose trading address is PO Box 28, Wadebridge, Cornwall, PL27 7WJ.

Contract: Any contract between the Company and the Client for the supply of the Equipment incorporating these conditions.

Delivery Point: The place where delivery of the Equipment is to take place under condition 7.

Equipment: Rescue and safety related products.

1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3 Words in the singular include the plural and in the plural include the singular.

1.4 A reference to one gender includes a reference to the other gender.

1.5 Condition headings do not affect the interpretation of these conditions.

2. APPLICATION OF TERMS

2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document).

2.2 No terms or conditions endorsed on, delivered with or contained in the Client’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Equipment shall have no effect unless expressly agreed in writing and signed by Matt Bray of the Company. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.

2.4 Each order or acceptance of a quotation for Equipment by the Client from the Company shall be deemed to be an offer by the Client to buy Equipment subject to these conditions.

2.5 No order placed by the Client shall be deemed to be accepted by the Company until a written booking confirmation or quotation is issued by the Company or (if earlier) the Company provides the Equipment to the Client.

2.6 The Client shall ensure that the terms of its order and any applicable specification are complete and accurate.

2.7 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches a written booking confirmation to the Client. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.

3. DESCRIPTION

3.1 The quantity and description of the Equipment shall be as set out in the Company’s quotation or booking confirmation.

3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues, brochures or website are issued or published for the sole purpose of giving an approximate idea of the Equipment described in them. They shall not form part of the Contract and this is not a sale by sample.

4. DELIVERY OF EQUIPMENT

4.1 Unless otherwise agreed in writing by the Company, delivery of Equipment shall take place at the Client’s place of business.

4.2 Any dates specified by the Company for delivery of the Equipment are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.

4.3 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Equipment (even if caused by the Company’s negligence), nor shall any delay entitle the Client to terminate or rescind the Contract unless such delay exceeds 120 days.

4.4 If for any reason the Client fails to accept delivery of any of the Equipment when they are ready for delivery, or the Company is unable to deliver the Equipment on time because the Client has not provided appropriate instructions, documents, licences or authorisations:

(a) risk in the Equipment shall pass to the Client (including for loss or damage caused by the Company’s negligence);

(b) the Equipment shall be deemed to have been delivered; and

(c) the Company may store the Equipment until delivery, whereupon the Client shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

4.5 The Client shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for unloading the Equipment.

4.6 If the Company delivers to the Client a quantity of Equipment of up to 5% more or less than the quantity accepted by the Company, the Client shall not be entitled to object to or reject the Equipment or any of them by reason of the surplus or shortfall and shall pay for such Equipment at the pro rata Contract rate.

4.7 The Company may deliver the Equipment by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

4.8 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Client to repudiate or cancel any other Contract or instalment.

5. NON-DELIVERY

5.1 The quantity of any consignment of Equipment as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Client on delivery unless the Client can provide conclusive evidence proving the contrary.

5.2 The Company shall not be liable for any non-delivery of Equipment (even if caused by the Company’s negligence) unless the Client gives written notice to the Company of the non-delivery within 7 working days of the date when the Equipment would in the ordinary course of events have been received.

5.3 Any liability of the Company for non-delivery of the Equipment shall be limited to replacing the Equipment within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Equipment.

6. RISK/TITLE

6.1 The Equipment is at the risk of the Client from the time of delivery.

6.2 Ownership of the Equipment shall not pass to the Client until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:

(a) the Equipment; and

(b) all other sums which are or which become due to the Company from the Client on any account.

6.3 Until ownership of the Equipment has passed to the Client, the Client shall:

(a) hold the Equipment on a fiduciary basis as the Company’s bailee;

(b) store the Equipment (at no cost to the Company) separately from all other Equipment of the Client or any third party in such a way that they remain readily identifiable as the Company’s property;

(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Equipment; and

(d) maintain the Equipment in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Client shall produce the policy of insurance to the Company.

6.4 The Client may resell the Equipment before ownership has passed to it solely on the following conditions:

(a) any sale shall be effected in the ordinary course of the Client’s business at full market value; and

(b) any such sale shall be a sale of the Company’s property on the Client’s own behalf and the Client shall deal as principal when making such a sale.

6.5 The Client’s right to possession of the Equipment shall terminate immediately if:

(a) the Client has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Client or notice of intention to appoint an administrator is given by the Client or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Client or for the granting of an administration order in respect of the Client, or any proceedings are commenced relating to the insolvency or possible insolvency of the Client; or

(b) the Client suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Client, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Client ceases to trade; or

(c) the Client encumbers or in any way charges any of the Equipment.

6.6 The Company shall be entitled to recover payment for the Equipment notwithstanding that ownership of any of the Equipment has not passed from the Company.

6.7 The Client grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Equipment are or may be stored in order to inspect them, or, where the Client’s right to possession has terminated, to recover them save in relation to sensitive military or government sites.

6.8 Where the Company is unable to determine whether any Equipment is the Equipment in respect of which the Client’s right to possession has terminated, the Client shall be deemed to have sold all Equipment of the kind sold by the Company to the Client in the order in which they were invoiced to the Client.

6.9 On termination of the Contract, howsoever caused, the Company’s (but not the Client’s) rights contained in this condition 6 shall remain in effect.

7. PRICE

7.1 Unless otherwise agreed by the Company in writing, the price for the Equipment shall be the price set out in the Company’s price list published on the date of delivery or deemed delivery of the Equipment.

7.2 The price for the Equipment shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Client shall pay in addition when it is due to pay for the Equipment.

8. PAYMENT

8.1 Subject to condition 8.4, payment of the price for the Equipment is due in pounds sterling within 30 days of the date of the Company’s invoice.

8.2 Time for payment shall be of the essence.

8.3 No payment shall be deemed to have been received until the Company has received cleared funds.

8.4 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

8.5 The Client shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Client.

8.6 If the Client fails to pay the Company any sum due pursuant to the Contract, the Client shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company also reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

9. QUALITY OF THE EQUIPMENT

9.1 Where the Company is not the manufacturer of the Equipment, the Company shall endeavour to transfer to the Client the benefit of any warranty or guarantee given to the Company.

9.2 The Company warrants that (subject to the other provisions of these conditions) upon delivery the Equipment shall be of satisfactory quality within the meaning of the Sale of Services Act 1979.

9.3 The Company shall not be liable for a breach of the warranty in condition 9.2 unless:

(a) the Client gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit to the carrier, within 7 days of the time when the Client discovers or ought to have discovered the defect; and

(b) the Company is given a reasonable opportunity after receiving the notice of examining such Equipment and the Client (if asked to do so by the Company) returns such Equipment to the Company's place of business at the Client's cost for the examination to take place there.

9.4 The Company shall not be liable for a breach of the warranty in condition 9.2 if:

(a) the Client makes any further use of such Equipment after giving such notice; or

(b) the defect arises because the Client failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Equipment or (if there are none) good trade practice; or

(c) the Client alters or repairs such Equipment without the written consent of the Company.

9.5 Subject to condition 9.3 and condition 9.4, if any of the Equipment does not conform with the warranty in condition 9.2 the Company shall at its option repair or replace such Equipment (or the defective part) or refund the price of such Equipment at the pro rata Contract rate provided that, if the Company so requests, the Client shall, at the Client's expense, return the Equipment or the part of such Equipment which is defective to the Company.

9.6 If the Company complies with condition 9.5 it shall have no further liability for a breach of the warranty in condition 9.2 in respect of such Equipment.

10. LIMITATION OF LIABILITY

10.1 Subject to condition 4, condition 5 and condition 9, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:

(a) any breach of these conditions;

(b) any use made or (where applicable) resale by the Client of any of the Equipment, or of any product incorporating any of the Equipment; and

(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Services Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

10.3 Nothing in these conditions excludes or limits the liability of the Company:

(a) for death or personal injury caused by the Company’s negligence; or

(b) under section 2(3), Consumer Protection Act 1987; or

(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or

(d) for fraud or fraudulent misrepresentation. The Client's attention is in particular drawn to the provisions of condition 10.4

10.4 Subject to condition 10.2 and condition 10.3:

(a) the Company’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 shall be limited to the Contract price; and

(b) the Company shall not be liable to the Client for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

11. INTELLECTUAL PROPERTY

No part of the training materials, promotional materials, logos or website may be reproduced, stored in a retrieval system, or transmitted in any form, or by any means, electronic, mechanical, photocopying, or otherwise, without prior permission in writing of the copyright owner.

12. DATA PROTECTION ACT 1998

12.1 The Company agrees that it will comply with each of the provisions of the Data Protection Act 1998 as amended or replaced from time to time, as if it were a data controller, including without limitation the data protection principles set out in Schedule 1 to the Act.

12.2 In particular, the Company agrees to process the personal data that it will be processing on behalf of the Buyer only as is necessary for the purposes of the Contract and shall not carry out any other processing, use or disclosure using such personal data.

13. ASSIGNMENT

13.1 The Company may assign the Contract or any part of it to any person, firm or company.

13.2 The Client shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

14. FORCE MAJEURE

The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Equipment ordered by the Client (without liability to the Client) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 180 days, the Client shall be entitled to give notice in writing to the Company to terminate the Contract.

15. GENERAL

15.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

15.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

15.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

15.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Client shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

15.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

15.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

20. COMMUNICATIONS

20.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax to the Company shall be marked for the attention of Matt Bray.