RYE OIL LTD ONLINE TERMS AND CONDITIONS OF SALE
1.1 In these Conditions the following words have the following meanings: Acknowledgement: the written acknowledgement given by Rye Oil to the Buyer accepting the Buyer’s order for the Goods;
Buyer: the person(s), firm or company who purchases the Goods from Rye Oil; Conditions: these terms and conditions relating to Consumables Sales;
Contract: any contract between Rye Oil and the Buyer for the sale and purchase of the Goods incorporating these Conditions;
Goods: any consumables agreed in the Contract to be supplied to the Buyer by Rye Oil; Order Form: the written quotation and/or purchase order signed by the Buyer and submitted to Heidelberg as an offer to buy the Goods from Rye Oil;
1.2 In these Conditions reference to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
1.3 Clause headings are for ease of reference only and shall not affect the construction or interpretation of these conditions and words denoting the singular include the plural and vice versa.
1.4 These Conditions shall be subject to Rye Oil’s General Trading Terms and Conditions but in the event of a conflict between those terms and these
Conditions, these Conditions shall prevail.
2.1 Subject to any variation under condition 2.3 the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions shall apply to all Rye Oil’s sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a board director of Heidelberg. Nothing in this Condition will exclude or limit Heidelberg’s liability for fraudulent misrepresentation.
2.4 Each order for Goods by the Buyer from Rye Oil shall be deemed to be an offer by the Buyer to purchase the Goods subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by Rye Oil until the written Acknowledgement is issued by Amazon.
2.6 The Buyer must ensure that the terms of the order and any applicable specification are complete and accurate in all material respects.
2.7 Any quotation is given on the basis that no contract will come into existence until Heidelberg dispatches the Acknowledgement to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that Rye Oil has not previously withdrawn it.
3.1 All estimates and quotations are including
3.2 The quotation given on the Order Form is inclusive of costs at the date of quotation of standard carriage, transit insurance, freight, import duties or charges.
4.1 Delivery of the Goods shall be made to the Buyer’s usual place of business unless otherwise agreed in writing by Rye Oil.
4.2 Deliveries may in Rye Oil’s opinion be suspended, restricted or delayed if, by any reason of insufficient data or information supplied by the Buyer, strikes, lockouts, civil commotion, government control or requisition, fire, breakdown, storm, flood, drought, frost or any other cause beyond Rye Oil’s control, deliveries are prevented or hindered from being made within any agreed or estimated time for delivery or installation. No such suspension, restriction or delays shall render Rye Oil liable in damages or justify cancellation or refusal of the Goods by the Buyer. All Goods are offered subject to prior sale. If Rye Oil delivers the Goods in more than one consignment although the Contract does not envisage split or installment deliveries the Buyer shall not for that reason be entitled to refuse any or all of the consignment. Heidelberg will use reasonable endeavors to deliver the Goods by the agreed or estimated date but time of delivery or installation shall not be of the essence of the Contract. 4.3 Subject to the other provisions of the Contract Rye Oil shall not be liable for any indirect or consequential loss (such terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused (directly or indirectly by any delay in the delivery of the Goods (even if caused by Heidelberg’s negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 28 days.
4.4 If for any reason the Buyer will not accept delivery of any of the Goods when they are ready for delivery, or Rye Oil is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documentation, licences or authorisations: (i) risk in the Goods will pass to the Buyer (including for loss or damage caused by Rye Oil’s negligence); (ii) the Goods will be deemed to have been delivered; and (iii) Rye Oil may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including, without limitation, storage and insurance).
- PASSING OF PROPERTY
5.1 The ownership of the Goods shall not pass to the Buyer until Rye Oil has received in full (in cash or cleared funds) all sums due to it in respect of: (i) the Goods; and (ii) all other sums which are or will become due from the Buyer on any account (including where applicable interest on any sums not paid on the due date) and until such payments are made the Goods are held by the Buyer as bailee for Rye Oil.
5.2 lf the Buyer shall sell or purport to sell the Goods so as to purport to pass a valid title to a third party the proceeds of such sale shall be held by the Buyer on trust for Rye Oil and if such proceeds are not paid to Heidelberg they shall be placed in a separate designated bank account.
5.3 The Goods shall be stored by the Buyer in a safe and proper manner and in such a way so as to distinguish them from goods not owned by Rye Oil and shall be separately identified in such manner as approved or directed by Rye Oil.
5.4 Until payment of the whole of the price has been made by the Buyer to Rye Oil (including interest where applicable) Rye Oil shall have the right to require the immediate return of the Goods and the Buyer grants Rye Oil, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
5.5 Rye Oil expressly reserves the right to trace any Goods the price of which remains unpaid or any proceeds of the purported sale of such Goods into whomsoever’s hands the same may pass.
5.6 Subject to condition 5.1 the Buyer’s right to possession of the Goods shall terminate immediately if:
5.6.1 the Buyer 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 purposes 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 a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administrative order in respect of the Buyer, or any proceedings commenced relating to the insolvency or possible insolvency of the Buyer; or
5.6.2 the Buyer 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/perform any of his/its obligations under the Contract or any other contract between Rye Oil and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
5.6.3 the Buyer encumbers or in any way charges the Goods.
5.7 Each and every sub-condition of this Condition shall he deemed to be separate from the remainder of the Contract and severable accordingly.
6.1 Notwithstanding that the ownership in the Goods shall remain vested in Rye Oil the Goods shall be at the risk of the Buyer immediately from the time of delivery to the Buyer or its agent or other person to whom Rye Oil has been authorised by the Buyer to deliver the Goods.
6.2 The Buyer shall insure and keep insured the Goods to the full price against all risks to the reasonable satisfaction of Rye Oil with a reputable insurance company until the date that property in the Goods passes from Rye Oil.
6.3 Until such time as payment for the Goods has been made in full any monies received by the Buyer as a result of any insurance claim of whatever nature with regards to the Goods shall be held on trust for Rye Oil as if the same had been a payment received from a third party under condition 5.2 above and shall upon receipt thereof by the Buyer be forthwith remitted to Rye Oil.
- LIMITATION OF LIABILITY
7.1 Although Rye Oil can if so requested provide guidance on the Buyer’s choice of Goods, the Buyer must ultimately rely on its own experience and knowledge of its business, hence Rye Oil shall have no liability regarding the fitness for purpose or satisfactory quality of the Goods (whether express or implied) by statute or otherwise, Rye Oil cannot guarantee the suitability of the Goods for a particular application and it is the responsibility of the Buyer to carry out any tests which the Buyer considers appropriate. Due to the many variable factors in the printing process which are outside the control of Rye Oil, Rye Oil cannot guarantee or warrant that the results indicated in product information sheets or other sales literature will be reproduced either wholly or in part during print production.
7.2 Rye Oil will be under no liability whatsoever for any loss or damage injury or expense caused by the Buyer’s misuse of the Goods which arises by way of the Buyer’s incompetence or negligence or any other cause which is the fault of the Buyer.
7.3 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 2 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
7.4 It shall be a condition precedent to the making of any claim against Rye Oil whether by action arbitration or otherwise, that written notice of such claim shall have been given to Rye Oil by the Buyer within 21 working days of the delivery of the Goods or in a case where a claim is sought to be made in respect of Goods which have not been delivered within 10 working days of the date when it is alleged that they should have been delivered; if the Buyer shall fail to give notice of any claim arising out of or in connection with this Contract within the period referred to above then all claims shall be deemed to be waived and absolutely barred.
7.5 Subject to Conditions 7.1, 7.2, 7.3 and 7.4 Rye Oil total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, howsoever arising in connection with the performance or contemplated performance of this Contract shall be limited to the price of the Goods.
- CONSEQUENTIAL LOSS
In any event notwithstanding anything contained in this Contract in no circumstances will Rye Oil be liable for any indirect or consequential loss or damage in contract, tort (including negligence or breach of statutory duty) or otherwise whatsoever or howsoever caused:
8.1 for any increased costs or expenses;
8.2 for any loss of profit, revenues or anticipated savings, loss of business, depletion of goodwill or otherwise; or
8.3 for any consequential damage of any nature whatsoever said to have occurred consequent upon the supply or the circumstances of the supply of the Goods or services here contracted to be supplied by Rye Oil or any sub contractor to the Buyer.
9.1 If any payment is in arrears for or on account of or in respect of any Goods, spare parts or services or any installment of Goods or parts of an order delivered under this or any other contract between Rye Oil and the Buyer, Rye Oil shall have the absolute right without giving any notice to the Buyer to suspend further deliveries and services under this or any other contract and if any such payment or any part thereof shall remain in arrears for seven days after written demand sent by Rye Oil to the Buyer, Rye Oil shall have the right to cancel this and any other such contract without prejudice to all Rye Oil’s rights and remedies to recover any monies then due and owing to Rye Oil from the Buyer which shall be due and payable forthwith without further time lapse or demand and Re Oil shall be entitled to interest upon all payments for the time being outstanding at an annual rate equal to at least 8% save that if the annual rate of 4% above the base rate of Lloyds TSB Bank Plc equates to more than 8% then interest shall be calculated at that higher rate from the date that payment should have been made until the date of payment in full and whether before or after any judgment plus warehousing and all other costs. Rye Oil reserves the right to claim interest under the Late Payment of Commercial Debt Regulations 2002.
9.2 Payments shall be considered in arrears if not made within the terms stated in the Acknowledgement.
9.3 Time for payment shall be of the essence.
9.4 No payment shall be deemed to have been received until Rye Oil has received cleared funds.
9.5 The Buyer shall inspect the Goods upon delivery and shall within 48 hours of delivery notify Rye Oil in writing of any alleged defect, damage or failure to comply with description or sample. The Buyer shall afford Rye Oil an opportunity to inspect the Goods before any use is made of them. If the Buyer fails to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the Contract and free from any defect or damage which could be apparent upon a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods in such condition.
9.6 The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by Rye Oil to the Buyer.
- STATEMENTS AND REPRESENTATIONS
Statements or representations of whatever kind and however made including but not confined to those as to weights, measurements, performance, descriptions, details of designs, prices and charges and whether contained in drawings, floor plans, catalogues, advertisements, brochures, photographs, descriptive materials, verbal representation or otherwise are approximate only and shall not be binding upon Rye Oil or in any way form part of this Contract unless expressly stated to do so by Rye Oil in writing.
The Buyer (including its employees, consultants and agents) agrees that all commercial, financial or technical information relating to the Contract and which is disclosed in any manner or at any time by Rye Oil will be deemed to be secret or confidential and all or any such information may not be disclosed to any third party without the written consent of Rye Oil.
Rye Oil reserves the right to sub-contract or assign all or any part of its obligation to the Buyer under the terms of the Contract to a competent third party, including but not Iimited to its obligation to deliver the Goods. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of Rye Oil.
- THIRD PARTY RIGHTS
A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Contract.
- INTELLECTUAL PROPERTY
14.1 No right, title, interest or license is granted under this Contract to the Buyer in any patents, trade marks, service marks, goodwill, registered designs, utility models, design rights, copyright (including copyright in computer software), semi-conductor topography rights, inventions, trade secrets and other confidential information, know-how, or any other intellectual and industrial property and rights of a similar or corresponding nature in any part of the world, whether registered or not or capable of registration or not and including the right to apply for and all applications for any of the foregoing rights and the right to sue for past infringements of any of the foregoing rights except the right to use or resell the Goods.
14.2 Nothing in this Contract entitles the Buyer to use the name of Heidelberg for any reason whatsoever when manufacturing or selling their own goods or finished products to any third parties without Rye Oil’s prior written consent.
- POISONOUS AND HAZARDOUS SUBSTANCES
Where Rye Oil sell goods which contain poisonous or hazardous substances Rye Oil will provide a health and safety data sheet in respect of all such products but it is the Buyer’s responsibility to carefully read the health and safety data sheet and act upon all and any measures that may be either recommended or obligatory. Any Goods which are sold and which are within the scope of any relevant legislation (including but not limited to all statutory instruments) for the time being relating to poisonous and hazardous substances are sold subject to any restrictions limitations or liabilities which are or may be imposed by any such legislation.
If any provision of this Contract is found by an Arbitrator or Court or other competent authority to be void or unenforceable, such provision shall be deemed to be deleted from this Contract and the remaining provisions of this Contract shall continue in full force and effect.
- LEGAL CONSTRUCTION
This Contract shall be construed according to the laws of England and the Buyer hereby agrees to submit to the sole and exclusive jurisdiction of the Courts of England.
All notices and other communications required or permitted to be given under this Contract shall be in writing and be delivered or transmitted to the intended recipient’s address as specified in the Acknowledgement or such other address as any party may notify to the other for this purpose from time to time.