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Terms and Conditions

CONDITIONS OF SALE CONDITIONS OF PURCHASE

REVOLVO LIMITED - CONDITIONS OF SALE
1. Interpretation
1.1 In these Conditions:
  "Buyer" means the person whose order for the Goods is accepted by the Seller
  "Goods" means the goods (including any instalment of the goods or any part of them) which the Seller is to supply in accordance with the Conditions
  “Seller" means Revolvo Limited (registered no. 3582649) of Angel Street, Queens Cross, Dudley, West Midlands DY1 1QW
  “Conditions" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller in accordance with Condition 2.3
  "Contract" means the contract for the sale and purchase of the Goods
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation
2. Basis of the Sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written order of the Buyer which is accepted by the Seller subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such order is made or purported to be made by the Buyer
2.2 Quotations issued to the Buyer by the Seller may be withdrawn or varied at any time and unless otherwise specified shall be automatically withdrawn after thirty days. No binding contract shall in any event arise until the Buyer's written order has been accepted by the Seller and confirmed in writing by the Seller's authorised representative
2.3 No variation of these Conditions shall be binding unless agreed in writing between the authorised representative of the Seller and the Buyer
2.4 The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing
2.5 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed
3. Orders and Specifications
3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms
3.2 The quantity, quality and description of, and/or any specification for, the Goods shall be those set out in the Buyer's order (if accepted by the Seller)
3.3 No order which has been accepted by the Seller may be cancelled by the Buyer (unless the Seller is itself in breach of contract) except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss, costs, damages, charges and expenses incurred by the Seller as a result of cancellation
4. Price of the Goods
4.1 The price of the Goods shall be the price quoted by the Seller and accepted by the Buyer
4.2 In addition to the rights of the Seller under Condition 4.1 the Seller reserves the right by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any significant increase in the costs of labour materials or other costs of manufacture) any change in delivery dates, quantities or specifications for Goods which is requested by the Buyer, or any delay caused by instructions of the Buyer or failure of the Buyer to give the Seller accurate information or instructions
4.3 Unless otherwise agreed in writing between the Buyer and the Seller all prices are given by the Seller on an ex works basis and where the Seller agrees to deliver the Goods otherwise than at the Seller's premises the Buyer shall be liable to pay the Seller's charges for transport, packaging and insurance
4.4 The price is exclusive of any applicable value added tax which the Buyer shall be additionally liable to pay to the Seller
5. Payment Terms
5.1 The Buyer shall pay the price of the Goods (less any prompt payment discount to which the Buyer is entitled but without any other deduction) within thirty days of invoice for the Goods or, if the Buyer fails to accept delivery, within thirty days of the date on which the Buyer should have taken delivery under the terms of the Contract. The time of payment shall be of the essence of the Contract. All payments shall be made in full without deduction in respect of any set-off or counterclaim
5.2 If the Buyer fails to make any payment on the due date then, without prejudice to any right or remedy available to the Seller, the Seller shall be entitled to
  (1) cancel the Contract or suspend any further deliveries to the Buyer;
  (2) appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
  (3) charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of three per cent per annum over the base rate for the time being of Lloyds TSB Bank PLC (such interest being deemed to accrue from day to day and being compounded on the last day of each calendar month) until payment is made in full
6. Delivery
6.1 The date quoted for delivery shall be extended by a reasonable period if there is any delay caused by industrial dispute or by any cause beyond the reasonable control of the Seller
6.2 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claims by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole repudiated
6.3 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller's reasonable control or the Buyer's fault and the Seller is accordingly liable to the Buyer, the Seller's liability shall be limited to the value of such Goods
6.4 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault) then without prejudice to any other right or remedy available to the Seller, the Seller may:-
  (1) store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
  (2) sell the Goods at scrap metal value and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract
7. Risk and Property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:-
  (1) in the case of Goods to be delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
  (2) in the case of Goods to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller or its nominated contractor has tendered delivery of the Goods
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller's property. Until that time the Buyer shall be entitled to resell the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured
7.4 Until such time as the property in the Goods passes to the Buyer (and provided that the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable
8. Warranties and Liability
8.1 The Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of twelve months from the date of delivery
8.2 The above warranty is given by the Seller subject to the following conditions:-
  (1) the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design, test, validation, study or specification supplied by the Buyer
(2) the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, failure to follow the Seller's instructions (whether oral or in writing) misuse, alteration, or repair of the Goods without the Seller's approval
8.3 Subject as expressly provided in these Conditions all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law
8.4 Any claim which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified in writing to the Seller within fourteen days of the discovery of the defect or failure. If the Buyer does so notify the Seller the Buyer shall provide details of the alleged defect, preserve the Goods alleged to be defective and allow the Seller reasonable access to inspect the Goods. If the Buyer does not notify the Seller of any claim in accordance with the provisions of this Condition, or otherwise fails to comply with the provisions of this clause the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defects or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract
8.5 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall, at its sole discretion, replace the Goods (or the part in question) free of charge or refund to the Buyer the price of the Goods (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer
8.6 The Seller’s liability in respect of Goods delivered otherwise than in accordance with the Contract shall be limited to the price of the Goods
8.7 The Seller shall not be liable to the Buyer by reason of any representation (other than fraudulent misrepresentation), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for loss of profit, loss of business opportunity or damage to reputation or for any indirect loss or damage, costs, expenses, which arise out of or in connection with the supply of the Goods or their resale by the Buyer, except as otherwise expressly provided in these Conditions
8.8 Nothing in these Conditions shall limit or exclude the liability of the Seller, its employees, agents or contractors for death or personal injury caused by their negligence. Furthermore, the limitations and exclusions set out in this Condition 8 shall have no application to any other liability which cannot lawfully be limited or excluded
8.9 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller's reasonable control:
  (1) Act of God, explosion, flood, tempest, fire or accident;
(2) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or third parties)
8.10 The price for the Goods is based on the liability of the Seller being subject to the limitations and exceptions set out in this Condition 8
9. Tools and Designs
9.1 All drawings, designs, moulds, tools, materials, specifications, manufacturing processes and other information created obtained or provided by the Seller for the purposes of fulfilling any order or proposed order by the Buyer (“the Tools and Designs”) shall be and remain the Seller’s property together with any patent, design right, copyright, trade mark or other intellectual property right therein
9.2 Any amount payable by the Buyer to the Seller in respect of the Tools and Designs is deemed to be part of the Contract price and payment of such sum shall not give the Buyer any right, title or interest in the Tools and Designs or any part thereof unless otherwise agreed
9.3 The Buyer warrants to the Seller that none of the drawings, designs or specifications which it might supply to the Seller in connection with a Contract will infringe the rights of any third party and that it has full authority to provide the same to the Seller for use in connection with the Contract. The Buyer shall indemnify and hold harmless the Seller and its employees and agents against any claim made against, or any loss, cost, damage, injury or expense suffered by the Seller or its employees or agents due to any action, claim or demand brought or threatened by a third party in connection with the infringement of the rights of such third party
10. Insolvency of Buyer
10.1 This Condition applies if:-
  (1) the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
  (2) an encumbrancer takes possession, or a receiver is appointed, over any of the property or assets of the Buyer; or
  (3) the Buyer ceases, or threatens to cease, to carry on business; or
  (4) the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly
10.2 If this Condition applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary
11. General
11.1 The Buyer shall hold all drawings, designs, samples, specifications and other information supplied or provided by the Seller in strict confidence and will not disclose or provide any part thereof to any third party
11.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice
11.3 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
11.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby
11.5 The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Conditions or any Contract so they may not be enforced by any third parties unless such right exists independently of that Act.
11.6 These Conditions shall be governed by and construed in all respects in accordance with English Law and shall be subject to the non-exclusive jurisdiction of the English Courts
11.7 The submission to the non-exclusive jurisdiction of the English Courts shall not limit the Seller's right to bring legal proceedings in any other court of competent jurisdiction including without limitation the courts that have jurisdiction by reason of the Buyer's domicile. Legal proceedings brought by the Seller in any one or more jurisdictions shall not preclude legal proceedings by it in any other jurisdiction by way of substantive action, ancillary relief, enforcement or otherwise

The following conditions apply to all contracts for the purchase of goods or machinery made between Revolvo Limited, hereinafter referred to as “Revolvo” and any other person, firm or company, hereinafter referred to as the “Seller”.

1. Acceptance
1.1 Revolvo shall not be bound by any order until it has confirmed its acceptance in writing.
1.2 If the seller’s official order form contains special printed conditions, it is understood that such conditions are only accepted in so far as they are not at variance with these terms and conditions.
1.3 Any acceptance of an order by Revolvo is subject to the following terms and conditions.

2. Price
Revolvo shall not be liable to pay any increase in price that shall occur between placement of the order and despatch of the goods or machinery.

3. Damage or Loss in Transit
The Seller shall be liable for the following:
3.1 Damage in Transit; providing notification in writing is given to the Seller within a reasonable time of receipt of goods.
3.2 Loss in Transit; providing notification in writing is given to the Seller within a reasonable time.

4. Cancellation
Revolvo reserve the right to cancel any order should there be any deviation from specification, quality or price or the goods or machinery are not delivered on the due date, providing the Seller is notified in writing.
Revolvo shall not be liable for any costs incurred either wholly or in part by the Seller for any items.

5. Packing
Revolvo shall not be liable for the cost of any standard or special packing used by the Seller. Should return of the packing be requested, this will be done at the Seller’s expense.

6. Carriage
Revolvo shall not be liable for carriage charges unless:
6.1 Otherwise agreed between the Seller and Revolvo.
6.2 Special transport facilities are requested by Revolvo.

7. Storage
Revolvo shall not be liable for any storage charges whatsoever.

8. Tests
If the Seller requires any goods or machinery to be tested before or after despatch, arrangements may be made for Revolvo to carry out the testing at the Seller’s expense. The appropriate British Standard will apply unless otherwise agreed.

9. Risk
The goods or machinery shall be supplied by the Seller to Revolvo at its own risk until delivery to and acceptance by Revolvo thereof at Revolvo’s premises.

10. Work performed on material supplied by the company
10.1 Revolvo will guarantee that any material supplied for manufacture by the Seller will meet, in all respects, the specifications of the operation for which it is required.
10.2 Except for liability to comply with the terms of clause 10.1, Revolvo shall be under no liability to the Seller for any loss, injury or damage to person or property howsoever caused.
10.3 The Seller shall be liable for any defective work carried out on the material.
10.4 The material remains the property of Revolvo throughout.

11. Drawings and Specifications
Drawings, specifications and other information supplied by Revolvo are:
11.1 Confidential.
11.2 Must not be discussed or disclosed to any other party.
11.3 Must be returned upon completion of work.
11.4 Approximate only and shall not, unless otherwise stated, be deemed to form part of the contract.

12. Patent and Copyright Indemnity
If the goods supplied to Revolvo conforming to Sellers design or specifications, infringe or are alleged to infringe any patent or registered design rights or copyright, the Seller shall be liable for all damages and costs incurred by Revolvo as a result of the infringements or allegation.

13. The contract shall in all respects be construed and have effect according to English Law and the English Courts of Law are chosen for the resolutions of all disputes of whatever nature.

14. Bankruptcy
At any time upon or after the commission by the Seller of an act of bankruptcy of the commencement of Winding Up of the Seller by reason of insolvency or any assignment for the benefit of creditors, the sale may be cancelled by Revolvo wholly or in part by notice in writing (without prejudice to any breach of contract committed before such cancellation).

15. Force Majeure
Revolvo shall be under no liability if it is prevented from or delayed or hindered in performing any of its obligations hereunder by reason of war, civil disturbance, riot, labour dispute, accident, explosion, flood, plant breakdown or any cause beyond its control.