Supply of Goods Agreement

1. Interpretation:

   1. a reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

   2. A reference to a party includes its personal representatives, successors and permitted assigns.

   3. any phrase introduced by the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

   4. a reference to writing or written includes e-mail but excludes fax.

1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2. The Order constitutes an offer by the Customer to purchase the Goods or Services or Goods and Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.

3. The Order shall only be deemed to be accepted on the later of:

   1. when Rounton issues a written acceptance of the Order; or

   2. when the Customer pays the Deposit to Rounton (if applicable),

at which point the Contract shall come into existence ("Commencement Date").

1. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2. The Quotation shall not constitute an offer. The Quotation shall only be valid for a period of 20 Business Days from their date of issue.

3. No addition to, variation of, exclusion or attempted exclusion of the Quotation or these Conditions or any of them shall be binding on Rounton unless in writing and signed by a duly authorised representative of Rounton.

4. All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

1. The Goods are described in the Specification.

2. Any samples, drawings, descriptive matter, or advertising produced by Rounton and any descriptions or illustrations contained in Rounton's catalogues, brochures or websites are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

3. To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer the Customer shall indemnify Rounton 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 Rounton in connection with any claim made against Rounton for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Rounton’s use of the Specification. This clause shall survive termination of the Contract.

4. Any typographical, clerical or other error or omission in any sales literature, the Quotation, price list, acceptance of offer, invoice or other document or information issued by Rounton shall be subject to correction without any liability on the part of Rounton.

5. Rounton reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.

6. Rounton’s employees, contractors and agents are not authorised to make any representations or contractually binding statements concerning the Goods.

1. Rounton shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the order number, the type and quantity of Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the relevant Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

2. Rounton shall deliver the Goods to the Delivery Location at any time after Rounton notifies the Customer that the Goods are ready, subject to the Customer paying all relevant sums due to Rounton prior to the Delivery Date.

3. Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

4. Delivery Dates are approximate only, and the time of delivery is not of the essence. Rounton shall not be liable for any delay in delivery of any Goods that is caused by:

   1. a Force Majeure Event;

   2. the Customer's failure to provide Rounton with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods; or

   3. where the Customer fails to pay any sums due by the Customer to Rounton prior to the Delivery Date.

5. If Rounton fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the Goods. Rounton shall have no liability for any failure to deliver Goods to the extent that such failure is caused by:

   1. a Force Majeure Event; or

   2. the Customer's failure to provide Rounton with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

6. If the Customer fails to take delivery of the Goods within ten Business Days of Rounton notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Rounton's failure to comply with its obligations under the Contract in respect of the Goods:

   1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the tenth Business Day after the day on which Rounton notified the Customer that the Goods were ready; and

   2. Rounton shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

7. If ten Business Days after the day on which Rounton attempted to make delivery of Goods the Customer has not taken delivery of those Goods, Rounton may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods, or charge the Customer for any shortfall below the price of the Goods.

8. If Rounton delivers up to and including 3% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.

9. Rounton may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

1. This clause 5 applies to Orders for Goods, except for where the Order is a Box Only Order.

2. Rounton warrants that on delivery the Goods shall:

   1. conform in all material respects with their description;

   2. be free from material defects in design, material and workmanship; and

   3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

3. Subject to clause 5.4, if:

   1. the Customer gives notice in writing to Rounton within two weeks of completion of delivery of the Goods that some or all of the Goods do not comply with the warranties set out in clause 5.1;

   2. Rounton is given a reasonable opportunity of examining such Goods; and

   3. the Customer (if asked to do so by Rounton) returns such Goods to Rounton's place of business at the Customer's cost,

Rounton shall, at its option, repair or replace any Goods that are found to be defective, or refund the price of such defective Goods in full.

1. Rounton shall not be liable for Goods' failure to comply with the warranties set out in clause 5.1 if:

   1. the Customer makes any further use of such Goods after giving notice of defects in accordance with clause 5.3;

   2. the defect arises because the Customer failed to follow Rounton's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

   3. the defect arises because of any of the services or utilities (that Rounton does not supply) that the Goods require or otherwise rely upon for their use or operation including, without limitation, the relevant water or power supply not being sufficient in any respect  

   4. the defect arises as a result of Rounton following any drawing, design supplied by the Customer;

   5. the Customer alters or repairs such Goods without the written consent of Rounton;

   6. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

   7. the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

2. Except as provided in this clause 5, Rounton shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

3. 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.

4. The terms of the Contract shall apply to any repaired or replacement Goods supplied by Rounton.

1. To the extent that the benefit of any warranties made by the manufacturer of the Goods to Rounton can be assigned to the Customer, Rounton shall (at the request and cost of the Customer) assign them to the Customer.

2. Until such assignment, Rounton will co-operate with the Customer in any reasonable arrangements to provide the Customer with the benefit of such warranties or like conditions including enforcement at the cost of and for the benefit of the Customer.

1. The risk in the Goods shall pass to the Customer on completion of delivery.

2. Title to Goods shall only pass to the Customer once Rounton receives payment in full (in cash or cleared funds) for them, inclusive of all applicable delivery charges.

3. Until title to the Goods has passed to the Customer, the Customer shall:

   1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Rounton's property;

   2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

   3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

   4. notify Rounton immediately if it becomes subject to any of the events listed in clause 11.1.2; and

   5. give Rounton such information as Rounton may reasonably require from time to time relating to (i) the Goods; and (ii) the ongoing financial position of the Customer.

4. Rounton may recover Goods in which title has not passed to the Customer. The Customer irrevocably licenses Rounton, its officers, employees and agents, to enter any premises of the Customer (including with vehicles), in order to satisfy itself that the Customer is complying with the obligations in clause 7.3, and to recover any Goods in which title has not passed to the Customer.

5. Rounton may at any time after delivery elect to transfer title in the Goods to the Customer, in which case the Customer shall immediately pay the Price to Rounton.

1. Rounton shall supply to the Services in accordance with the Specification in all material respects.

2. Rounton shall use all reasonable endeavours to meet any performance dates for the Services specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

3. The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

5. The Customer shall:

   1. cooperate with Rounton in all matters relating to the Services;

   2. provide Rounton, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by Rounton to provide the Services;

   3. provide Rounton with such information and materials as Rounton may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

   4. prepare the Customer's premises for the supply of the Services;

   5. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

   6. comply with all applicable laws, including health and safety laws;

   7. keep all materials, equipment, documents and other property of Rounton ("Rounton Materials") at the Customer's premises in safe custody at its own risk, maintain the Rounton Materials in good condition until returned to Rounton, and not dispose of or use the Rounton Materials other than in accordance with the Supplier's written instructions or authorisation; and

   8. comply with any additional obligations as set out in the Specification.

6. If Rounton's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):

   1. without limiting or affecting any other right or remedy available to it, Rounton shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Rounton's performance of any of its obligations;

   2. Rounton shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Rounton's failure or delay to perform any of its obligations as set out in this Clause 8.6; and

   3. the Customer shall reimburse Rounton on written demand for any costs or losses sustained or incurred by Rounton arising directly or indirectly from the Customer Default.

1. The Customer shall pay for Goods and Services in accordance with this clause 8.

2. The Price of the Goods and Services shall be the price set out in the Quotation, or if no price is quoted:

   1. for Goods, the price set out in any delivery note accompanying the Goods on delivery; and

   2. for Services, calculated in accordance with Rounton's daily fees rate.

3. The Price excludes:

   1. the costs of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer in addition to the Price; and

   2. amounts in respect of VAT, which the Customer shall additionally be liable to pay to Rounton at the prevailing rate (if applicable), subject to the receipt of a valid VAT invoice.

4. Rounton may invoice the Customer for the price of Goods and Services plus VAT at the prevailing rate (if applicable) on or at any time after it confirms the relevant Order to the Customer. Rounton shall ensure that the invoice includes the date of the Order, the invoice number, Rounton's VAT registration number, and any supporting documentation that the Customer may reasonably require.

5. The Customer shall pay invoices in full in cleared funds within 14 of the invoice date. Payment shall be made to the bank account nominated in writing by Rounton.

6. If the Customer fails to make any payment due to Rounton under the Contract by the due date for payment, then, without limiting Rounton's remedies under clause 11:

   1. the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

   2. Rounton may suspend all further deliveries of Goods or performance of Services until payment has been made in full.

7. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

1. The limits and exclusions in this clause reflect the insurance cover Rounton has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.

2. Nothing in this Contract shall limit or exclude Rounton's liability for:

   1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

   2. fraud or fraudulent misrepresentation;

   3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

   4. defective products under the Consumer Protection Act 1987; or

   5. any matter in respect of which it would be unlawful for Rounton to exclude or restrict liability.

3. Subject to clause 10.2:

   1. Rounton shall not be liable to the Customer, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

   2. Rounton's total liability to the Customer for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall not exceed the price of the Goods.

4. This clause 10 shall survive the termination of the Contract.

1. Without limiting its other rights or remedies, Rounton may terminate this Contract with immediate effect by giving written notice to the other party if:

   1. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing to do so;

   2. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

   3. the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

   4. the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

2. Without limiting its other rights or remedies, Rounton may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 5 days after being notified in writing to make such payment.

3. On termination of the Contract for any reason the Customer shall immediately pay to Rounton all of Rounton’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Rounton shall submit an invoice, which shall be payable by the Customer immediately on receipt.

4. Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.

5. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

1. Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 45 days, the party not affected may terminate this Contract by giving 5 days' written notice to the affected party.

2. Assignment and other dealings.

   1. The Customer shall not assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Rounton.

   2. Rounton may at any time assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

3. Confidentiality.

   1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 12.3.2. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

   2. Each party may disclose the other party's confidential information:

      1. to its employees, officers, representatives, contractors, sub-contractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, sub-contractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.3; and

      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

   3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.

4. Entire agreement.

   1. This Contract constitutes the entire agreement between the parties.

   2. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

5. Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

6. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

7. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

8. Notices.

   1. Any notice given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered by hand, or sent by pre-paid first class post or other next working day delivery service, or email.

   2. A notice shall be deemed to have been received: if delivered by hand, when left at the address referred in clause 12.8.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or, if sent by email, at 9.00 am on the next Business Day after transmission.

   3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

9. Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.

10. Governing law. This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation  shall be governed by, and construed in accordance with, the law of England and Wales.

11. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.