REAX Equipment - Terms & Conditions

1.INTERPRETATION

1.1 In these conditions the following words have the following meanings:

·      “Contract” means a contract which incorporates these conditions and made between the Customer and the Supplier for the sale ofGoods;

·      “Customer” means the person, firm, company or other organisation purchasing Sale Goods;

·      “Confirmation” means any document supplied by the Supplier to the Customer setting out the particulars of the Customer’s order (but not a mere acknowledgement of receipt of an order pursuant to clause9.3 below).

·      “Force Majeure” means any event outside a party’s reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, strikes, sub-contractors, lock-outs, riots, civil commotion, malicious damage, explosion, terrorism, governmental actions and any other similar events;

·      “Goods” means any item, article, machine, tool, piece of equipment and/or device together with any accessories specified in aContract which are sold to the Customer;

·      “Liability” means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities;

·      “Product(s)”, “Goods” or “Sale Goods” means anyGoods/equipment which are sold to the Customer;

·      “Supplier” means REAX Equipment Ltd (herein referred to as REAX or the Supplier) a company registered in England and Wales with company number11576372 (VAT number GB 307530624). Registered office: Unit 3, Keystone Court Hallam Way, Whitehills Business Park Blackpool Lancashire FY4 5NZ United Kingdom, and will include its employees, servants, agents and/or duly authorised representatives;

·      “Services” means the services and/or work (if any) to be performed by the Supplier for the Customer in conjunction with the sale of Goods including any delivery and/or collection service in respect of the Goods.

1.2 These terms and conditions shall not be amended without the prior written agreement of a director of the Supplier.

1.3 TheSupplier will not be bound by any change purported to be made to these terms and conditions by any of the Supplier’s staff unless a director of the Supplier confirms in writing that the change is agreed (this paragraph does not apply toConsumers).

1.4Furthermore if there is any inconsistency between these terms and conditions on the one hand and any other documentation or information provided to theCustomer, then to the extent of any conflict (except for details of price, payment, or delivery in any Confirmation), these terms and conditions will prevail.

2. BASIS OF CONTRACT

2.1 Goods are sold subject to them being available for sale to the Customer at the time required by the Customer. The Supplier will not be liable for any loss suffered by the Customer as a result of the Goods being unavailable for sale where theGoods are unavailable due to circumstances beyond the Supplier’s reasonable control.

3. RETURNS

3.1  Due to the need to guarantee the safety, quality, maintenance and storage of Personal Protective Equipment (PPE) / PersonalFall Protection Equipment (PfPE) products, and in line with all other professional suppliers of PPE / PfPE, the Supplier is generally unable to exchange or issue a refund for any PPE / PfPE such as ropes, harnesses, helmets, descenders, ascenders, karabiners etc once the items have been sent out by post or courier and received by you. This does not apply:

·       to faulty or damaged goods

·       if the description on the website is incorrect or misleading

If the Supplier has sent you the wrong item(s), or you have ordered the incorrect product, please contact the Supplier within 14 days on email ‘equipment@reaxltd.com’ and the Supplier will investigate and endeavour to rectify the issue.

If it is agreed that the incorrect product was sent out by the Supplier, collection of the incorrect products via a courier service will be arrange by and at the expense of theSupplier.  The Customer should make the product available for the courier to collect on the date agreed and ensure the following:

·       The products must be adequately packaged to avoid damage in transit

·       The products must be in the original and undamaged manufacturers packaging

·       The products must have the tags/ labels still attached and instructions enclosed

·       Any applicable courier labelling provided by the Supplier for the return should be clearly attached

3.2 If an incorrect product is ordered and received by the Customer, due to the reasons listed in clause 3.1above, the Supplier may not be able to refund/exchange.  However please contact the Supplier via email ‘equipment@reaxltd.com’ within 14 days and the Supplier will endeavour to find a solution if possible.  The Supplier will not be liable for any loss suffered by the Customer as a result of the Customer placing an incorrect order and the Customer will be responsible for the costs of any return/replacement delivery fees.

3.3 If Sales Goods are damaged or faulty, please contact the Supplier within 30 days of receipt via email to ‘equipment@reaxltd.com’ with photographs of the fault/damage and a description of any cause.  The cause of the damage will be investigated and, where appropriate/possible to do so a replacement will be sent.  Any defective Goods must be returned to theSupplier for inspection if requested by the Supplier before the Supplier will have any Liability for defective Goods.  TheSupplier will not be liable for any loss suffered by the Customer as a result of the replacement goods being unavailable or delayed due to circumstances beyond the Supplier’s reasonable control.

4. PAYMENT

4.1 The amount of any monies for Sale Goods and/or charges for any Services shall be as quoted to the Customer or otherwise as shown in the Supplier’s current price list from time to time or in the Confirmation (in the event of any conflict the price in the Confirmation shall apply).

4.2 TheCustomer shall pay the monies for any Services/Sale Goods and/or any other sums payable under the Contract to the Supplier in accordance with the Supplier’s payment terms as stated on the invoice. The Supplier’s prices are, unless otherwise stated, exclusive of any applicable VAT for which the Customer shall additionally be liable. However, if the rate of VAT changes between the date of the order and the date of delivery, the Supplier will, if permitted by law, adjust the VAT the Customer pays, unless the Customer has already paid for theGoods in full before the change in VAT takes effect.

4.3 Payment by the Customer on time under the Contract is an essential condition of theContract. Payment shall not be deemed to be made until the Supplier has received either cash or cleared funds in respect of the full amount outstanding.

4.4 If theCustomer fails to make any payment in full on the due date:

4.4.1 theSupplier may charge the Customer interest (both before and after judgment/decree) on the amount unpaid at the rate implied by law under the LatePayment of Commercial Debts (Interest) Act 1998 (“1998 Act”)(where applicable)or at the rate of 4% above the base rate from time to time of the Supplier’s bank whichever is higher;

4.4.2 Allsums payable under the Contract, and under any other contract between theSupplier and the Customer, shall immediately become due and payable;

4.4.3Regardless of whether or not the Supplier is claiming interest under the 1998Act the Supplier shall be entitled to recover all sums which it would have been entitled to recover under the 1998 Act if it had charged interest under the1998 Act. Such sums shall include the compensation charges referred to in clause 5A of the 1998 Act, (the amount of compensation being determined in accordance with the principles set out in the 1998 Act).

4.5 TheCustomer shall pay all sums due to the Supplier under this Contract without any set off, deduction, counterclaim and/or any other withholding of monies.

5. RISK,OWNERSHIP AND INSURANCE

5.1 Risk in the Goods will pass immediately to the Customer when they leave the physical possession or control of the Supplier.

5.2 Ownership of the Goods will remain with the Supplier until the Supplier has received cleared funds in full of the price of all the Goods.

5.3 Until ownership in the Sale Goods passes to the Customer, the Customer shall:-

5.3.1 Hold the Sale Goods on a fiduciary basis as the Supplier's bailee;

5.3.2 Store such Sale Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;

5.3.3 Not remove, deface or obscure any identifying mark or packaging on or relating to such Sale Goods;

5.3.4Maintain the Sale Goods in satisfactory condition; and

5.3.5 Keep them insured (as from the time they leave the physical possession or control of the Supplier) on the Supplier’s behalf for their full price against all risks with an insurer that is acceptable to the Supplier (acting reasonably).

6. DELIVERY

6.1 Delivery will be within the UK only payable by the Customer and included in the quote/invoice.

6.2 Delivery will normally be via courier and will be to the address supplied by theCustomer on their Purchase Order or otherwise stated/requested in writing.  Deliveries will take place Monday-Friday unless specially agreed otherwise.

6.3 Delivery dates will be advised to the Customer wherever possible, and tracking (if available) may be sent from the courier to the Customer.

6.4 In the unlikely event that the parcel / consignment goes missing in carriage, theCustomer is required to satisfactorily complete and submit all forms required by the courier and to cooperate with them in full. The Supplier will not beheld liable for any loss or damage if the Customer fails to do this.  The Supplier will only issue a refund once the courier has received all the requested information and is satisfied with the circumstances.

6.3 If theCustomer chooses to do so, they may collect goods from the Supplier in personduring office opening hours and only with the Suppliers written agreement.

7.  PRICING, WEBSITE INFORMATION AND PRINT ERRORS

7.1 All information on the Suppliers website, including prices and specifications are checked to the best of the Suppliers ability, and whilst every effort has been made to make them accurate, no responsibility will be accepted for errors and omissions.

7.2 The website is under constant development and manufacturers may change specifications, conformities and pricing without giving notice. The Supplier will endeavour to keep track of these changes and keep the website information accurate whenever possible.

7.3 TheSupplier reserves the right to alter their prices and specifications without notice. Reax Equipment Ltd gives no warranty or assurance about the content of the Website.

8. DEFAULT

8.1 If theCustomer:-

8.1.1 fails to make any payment to the Supplier when due without just cause;

8.1.2breaches the terms of the Contract and, where the breach is capable of remedy, has not remedied the breach within 14 days of receiving notice requiring the breach to be remedied;

8.1.3persistently breaches the terms of the Contract;

8.1.4provides incomplete, materially inaccurate or misleading facts and/or information in connection with the Contract;

8.1.5 being a company, ceases or threatens to cease to carry on business, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver or in the Republic of Ireland an examiner appointed over all or any of its assets, any attachment order/arrestment is made against the Customer, any distress/diligence, execution or other legal process is levied on any property of the Customer or the Customer takes or suffers any similar action in any jurisdiction;

8.1.6 appears to the Supplier (acting reasonably) due to the Customer’s credit rating to be financially incapable of meeting its obligations under the Contract;

8.1.7 appears to the Supplier (acting reasonably) to be about to suffer any of the above events, then the Supplier shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 8.2

8.2 If any of the events set out in clause 8.1 above occurs in relation to the Customer then:-

8.2.1 the Supplier may withhold the performance of any Services and cease any Services in progress under this and/or any other Contract with the Customer;

8.2.2 theSupplier may immediately cancel, terminate and/or suspend without Liability to the Customer the Contract and/or any other contract with the Customer; and/or

8.2.3 all monies owed by the Customer to the Supplier shall immediately become due and payable.

8.3 Any repossession of the Goods shall not affect the Supplier’s right to recover from the Customer any monies due under the Contract and/or any damages in respect of any breach which occurred prior to repossession of the Goods.

8.4 TheSupplier may recover the costs, including but not limited to the costs of replacement, in respect of lost or damaged Goods, and nothing in clauses 8.2-8.4shall limit the Supplier’s right to recover such costs. The Supplier may recover the costs, including but not limited to the costs of replacement and recovery, in respect of Goods which the Supplier has been unable to collect because they have not been made available for collection by the Customer in breach of this agreement, and nothing in clauses 8.2-8.3 shall limit theSupplier’s right to recover such costs.

8.5 Upon termination of the Contract the Customer shall immediately:-

8.5.1 return the Goods to the Supplier or, as requested by the Supplier, make the Goods available for collection by the Supplier or its authorised representatives (and the provisions of clauses 8.2 to 8.4 in respect of access to premises for this purposes shall apply); and

8.5.2 pay to the Supplier all arrears for charges for any Services, monies for any Goods and/or any other sums payable under the Contract including, but not limited to, the cost of returning the Goods.

8.5 The Supplier may recover the costs, including but not limited to the costs of replacement, in respect of lost or damaged Goods, and nothing in clauses 8.2-8.4shall limit the Supplier’s right to recover such costs. The Supplier may recover the costs, including but not limited to the costs of replacement and recovery, in respect of Goods which the Supplier has been unable to collect because they have not been made available for collection by the Customer in breach of this agreement, and nothing in clauses 8.2-8.4 shall limit theSupplier’s right to recover such costs.

8.6 Upon termination of the Contract the Customer shall immediately:-

8.6.1 return the Goods to the Supplier or, as requested by the Supplier, make the Goods available for collection by the Supplier or its authorised representatives (and the provisions of clauses 8.2 to 8.5 in respect of access to premises for this purposes shall apply); and

8.6.2 pay to the Supplier all arrears for charges for any Services, monies for any SaleGoods and/or any other sums payable under the Contract including, but not limited to, the cost of returning the Goods.

8.7 TheSupplier shall have no Liability to the Customer for any of the following losses (whether direct or indirect):-

8.7.1 Consequential losses;

8.7.2 Loss of profits;

8.7.3 Loss of income;

8.7.4Economic and/or similar losses;

8.7.5 Loss of anticipated savings;

8.7.6 Loss of data;

8.7.7 wasted management or office time;

8.7.8Business interruption, loss of business, contracts and/or opportunity including loss of profits and/or damage to goodwill;

8.7.9 Special damages and indirect losses however so arising; and/or

8.7.10 loss resulting from any inability to carry out any operations. For example, theSupplier shall not have y Liability if the Customer cannot complete a task because the Supplier supplied the wrong Goods.

9.ADDITIONAL TERMS - ONLINE WEBSITE ORDERS ONLY

9.1 TheSupplier does not accept orders from Customers based outside the UK (unless expressly agreed otherwise by the Supplier in its absolute discretion and upon notice to the prospective Customer in question).

9.2 By placing an order through the Supplier’s website, the Customer warrants that it is legally capable of entering into binding contracts and that the Customer is at least 18 years old.

9.3 After placing an order, theCustomer will receive an email from the Supplier acknowledging that theSupplier has received the Customer’s order. Please note that this does not mean that the order has been accepted. All orders are subject to acceptance by theSupplier, and the Supplier will, if it accepts the order, confirm such acceptance by sending the Customer written confirmation.

9.4 Product prices are liable to change at any time, but changes will not affect orders in respect of which a Confirmation has been sent.

9.5 The Supplier’s site contains a large number of Goods and it is always possible that, despite the Supplier’s best efforts, some of the Goods listed on theSupplier’s site may be incorrectly priced. The Supplier will normally verify prices as part of the Supplier’s dispatch procedures.  If the correct price is higher than the price stated on the Supplier’s website, the Supplier will normally, at the Supplier’s discretion, either contact the Customer for instructions before dispatching theGoods, or reject the Customer’s order and notify the Customer that the Supplier are rejecting it.

10.GENERAL

10.1 Upon termination of the Contract the provisions of clauses 4.2 and 4.4 shall continue in full force and effect.

10.2 If theCustomer has any questions or complaints it may contact the Supplier by telephoning 01253 767775 or by e-mail at equipment@reaxltd.com.

10.3 TheCustomer agrees to indemnify and keep indemnified the Supplier against any and all losses, lost profits, damages, claims, costs (including legal costs on a full indemnity basis), actions and any other losses and/or liabilities suffered by the Supplier and arising from or due to any breach of contract, any tortious/delictual act and/or omission and/or any breach of statutory duty by the Customer.

10.4 TheSupplier shall have no Liability to the Customer for any delay and/or non-performance of a Contract to the extent that such delay is due to any Force Majeure events. If the Supplier is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.

10.5 All third party rights are excluded and no third parties shall have any rights to enforce the Contract by virtue of the Contracts (Rights of Third Parties) Act1999. This shall not apply to any finance company with whom the Supplier has an outstanding finance agreement relating to the Hire Goods. Such finance company shall, subject to the Supplier’s consent, have the right to enforce thisContract as if they were the Supplier.

10.6 TheSupplier may transfer, assign, charge, or otherwise dispose of a Contract, or any of its rights or obligations arising under it, at any time during the term of the Contract, save that, where the Customer is a consumer, the Supplier warrants that the Customer’s rights shall not be reduced or prejudiced in anyway as a result of such transfer, assignment, sub contract, or other disposition.

10.7 The Supplier may subcontract its obligations under the Contract but the Supplier shall remain liable for the performance of its obligations to the same extent as it would have been but for the subcontracting.

10.8 These terms and conditions and any Confirmation constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

10.9 each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently)that is not set out in the terms and conditions or any Confirmation. Each party agrees that it shall have no claim for innocent or negligent mis representation, or negligent misstatement, based on any statement in this agreement.

10.10 ThisContract is governed by and interpreted in accordance with the law of the country where the Supplier is located and that country will have exclusive jurisdiction in relation to this Contract.

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