1. Definitions
"Catalogue" means the catalogue (in whatever form, whether
paper or electronic) in which these Conditions are set out.
"Company" RFIP Ltd, trading as The RFID Shop.
"Conditions" means these terms and conditions.
"Contract" means any contract between the Company and the Customer
for the sale and purchase of Supplies.
"Customer" means the person(s) or company whose order for the Supplies
is accepted by the Company.
"Goods" means any goods supplied or to be supplied by the Company to the Customer.
"Services" means any services supplied or to be supplied by the Company to the
Customer.
"Supplies" means any Goods or Services. "in writing" includes electronic
communications.
2. Conditions
All orders are accepted by the Company subject to and in accordance
with these Conditions. These Conditions override and exclude any terms or conditions
in or referred to in any negotiations or course of dealing between the Company
and the Customer or set out in the Customer's standard terms and conditions.
If there is any conflict between
- the other provisions of this Catalogue and these Conditions;
or
- the provisions of the order and these Conditions
- these Conditions will prevail unless the Company agrees otherwise
in writing.
Together with any terms accepted by the Company in connection
with an order, these Conditions constitute the entire agreement
between the Company and the Customer in relation to the Supplies
ordered. No variation to these Conditions is permitted unless
expressly authorised in writing by a director of the Company.
3. Prices
Prices for Supplies are in £ sterling, exclusive of VAT, which
will be added at the time of despatch. Where the Company agrees to trade in
Euro, it will specify an exchange rate for each order. The Company reserves
the right to change its prices without notice at any time. Prices charged will
be those prevailing when an order is accepted. Where Supplies are to be made
in instalments ('Scheduled Delivery') the price payable for them will be that
applicable at the time of despatch of the first batch of Supplies but, where
Scheduled Delivery may continue for a period of 90 days or more, the Company
reserves the right to charge the Customer further amounts if the price of the
Supplies increases before the end of that period.
4. Payment
Payment is due not later than the 20th of the month following the
month of despatch, without any deductions, withholding or set off. Time for
payment is of the essence. If the Customer fails to make payment by the due
date then, without prejudice to any other right or remedy, the Company shall
be entitled to:
• i. cancel the order or suspend any further deliveries
or performance;
• ii. appropriate any payment made by the Customer
to such of the Supplies (or the Supplies made under any other
contract) as the Company may think fit; and
• iii. charge interest (both before and after any
judgment) on the amount unpaid at the rate of 5% per annum above
the base rate from time to time of Barclays Bank plc until payment
is made in full.
The Company reserves the right to charge for copy invoices or
credit notes at the rate of £1.00 per copy where the original
has been lost or misplaced by the Customer. If legal action is
taken to recover monies due to the Company then the Company reserves
the right to charge the Customer an administration fee to cover
all and any costs incurred.
5. New accounts
A Customer wishing to open a credit account shall furnish
such information as may be requested by the Company and the Company
may make a search with a credit reference agency. The Company
reserves the right in its absolute discretion to grant, refuse
or discontinue any credit facilities or reduce or suspend any
credit limit at any time.
6. Orders
The Company reserves the right to decline to trade with any company
or person.
To avoid duplication, written confirmation of telephone orders
must be clearly marked 'Confirmation only'. The Company will
not accept liability for orders not so marked and duplicate orders
will be charged accordingly.
The minimum order value is £20. Any orders placed for
a lesser value will be charged the minimum charge of £20.
Once accepted, no order may be cancelled without the prior written
agreement of a director of the Company.
Orders for Goods are accepted by the Company by despatching
the Goods provided, however, that despatch will not be acceptance
where the price for the Supplies has been incorrectly quoted
or referenced by the Customer in its order.
The Company reserves the right to charge a handling charge of £5
on all orders under £50.
7. Delivery
The Company will use all reasonable efforts to despatch Goods ordered,
on or before the estimated despatch date. The Company reserves the right to
deliver or perform by instalments. Failure to meet a delivery or performance
date where deliveries or performance are by instalment shall not prevent or
restrict the Company from making further deliveries or rendering subsequent
performance under the relevant Contract by instalment.
Delivery will be made to the address specified by the Customer.
The Company may use any method of delivery available to it.
The Company will use reasonable endeavours to meet delivery and/or
performance estimates but, except as set out in 8 below, in no
circumstances shall it be liable to compensate the Customer for
non-delivery, nonperformance or late delivery or performance.
Time for delivery and/or performance will not be of the essence.
8. Inspection, defects and non delivery
The Customer must inspect the Supplies as soon as is reasonably practicable
after delivery or, in the case of Services, performance and, except as set
out in Condition14 below, the Company shall not be liable for any defect in
the Supplies unless written notice is given to the Company within 10 days of
the date of inspection. The Company does not write software comprised in the
Goods and it is the Customer's responsibility to check for the presence of
computer viruses before the Goods are used.
The quantity of any consignment of Goods, as recorded by the
Company upon despatch from the Company's place of business, shall
be conclusive evidence of the quantity received by the Customer
on delivery, unless the Customer can provide conclusive evidence
to the contrary. The Company will not be liable for any non-delivery
of Goods or non-performance of Services unless written notice
is given to the Company within 10 days of the date when Goods
should have been delivered or the Services performed in the ordinary
course of events. Any liability of the Company for non-delivery
or non-performance or for Goods notified as defective on delivery
or Services notified as defective following performance in accordance
with this Condition 8 will be limited to replacing the Goods
or re-performing the Services within a reasonable time or to
refunding the price then paid in respect of such Supplies.
9. Returns
Prior to returning any Goods to the Company for any reason, the Customer
must contact the Company to obtain a returns authorisation number ('RAN').
All Goods are returned at the Customer's risk and expense and should be undamaged
by the Customer and in their original packaging. The Customer is responsible
for returning Goods to the Company and for providing proof of delivery of such
return.
The Company operates a 30 day return policy. To be accepted
for return on this basis, Goods should be returned for receipt
by the Company within 30 days of despatch. The Customer should
return the Goods to "The Returns Department, RFIP Ltd, Bicester
Innovation Centre, Telford Road, Bicester, OX26 4LD" clearly
quoting the Customer's account number, order number and RAN.
Any Goods returned after 30 days as 'unwanted' or 'incorrectly
ordered' may be accepted at the discretion of the Company but
will be subject to a restocking fee of 20% of the invoice value
of the Goods (subject to a minimum charge of £10).
Goods that consist of software or are specially constructed
or contain any of the hazardous substances referred to in Directive
2002/95/EC on the Restriction of the Use of Certain Hazardous
Substances in Electrical or Electronic Equipment may not be returned
under this Condition 9.
10. Distance selling regulations
The Customer confirms that it is not buying as a 'consumer', as defined
in The Consumer Protection (Distance Selling) Regulations 2000, and therefore
accepts that the aforesaid regulations do not apply.
11. Description
All specifications, drawings, illustrations, descriptions and particulars
of weights, dimensions, capacity or other details including, without limitation,
any statements regarding compliance with legislation or regulation (together "Descriptions")
wherever they appear (including without limitation in this Catalogue, on despatch
notes, invoices or packaging) are intended to give a general idea of the Supplies,
but will not form part of the Contract. If the Description of any Goods differs
from the manufacturer's description, the latter shall be deemed to be correct.
The Company shall take all reasonable steps to ensure the accuracy of Descriptions
but relies on such information, if any, as may have been provided to it by
its suppliers and accepts no liability in contract or tort or under statute
or otherwise for any error in or omission from such Descriptions whether caused
by the Company's negligence or otherwise. The Company may make changes to the
Supplies as part of a continuous programme of improvement or to comply with
legislation.
12. Risk and ownership
The risk of damage to or loss of Goods will pass to the Customer when
the Goods are unloaded from the Company's carriers at the Customer's premises.
Ownership of the Goods shall not pass to the Customer until the Company has
received in full (in cash or cleared funds) all sums due from the Customer
to the Company on any account whatsoever. Until ownership passes to the Customer,
the Customer must hold the Goods on a fiduciary basis as the Company's bailee.
If payment is not received in full by the due date, or the Customer passes
a resolution for winding up or a court shall make an order to that effect,
or a receiver is appointed over any assets or the undertaking of the Customer
or an execution or distress is levied against the Customer, the Company shall
be entitled, without previous notice, to retake possession of the Goods and
for that purpose to enter upon any premises occupied or owned by the Customer.
This Catalogue remains at all times the sole and exclusive property
of the Company.
13. Performance and fitness for purpose
Unless any performance figures, tolerances or characteristics have
been specifically and expressly warranted by a director of the Company in writing,
the Company accepts no liability for any failure of the Supplies to comply
with such criteria, whether attributable to the Company's negligence or otherwise.
The responsibility for ensuring that Supplies are sufficient and suitable for
a particular purpose is the Customer's, unless specifically stated in writing
by a director of the Company. Any advice or recommendation given by an employee
of the Company which is not confirmed in writing by a director of the Company
is acted on entirely at the Customer's risk and the Company shall not be liable
for any such advice or recommendation which is not so confirmed. Except as
set out in Condition 15, the liability of the Company to the Customer, should
any warranty, statement, advice or recommendation confirmed in accordance with
this Condition 13 prove to be incorrect, inaccurate or misleading, will be
limited to the refund of the price paid for the Supplies or, at the Company's
option, the supply of replacement Supplies which are sufficient and suitable.
14. Warranty/Guarantee
The Company will endeavour to transfer to the Customer the benefit
of any warranty or guarantee given by the manufacturer of Goods.
In addition, the Company will, free of charge, repair or, at
the Company's option, replace Goods or, in the case of Services,
re-perform Services which are proved to the reasonable satisfaction
of the Company to be damaged or defective due to faulty materials,
workmanship or design. Software programs are supplied on the
strict understanding that the Company does not warrant their
function to be free from defects or error.
This obligation will not apply:
- if the defect arises because the Customer has altered or
repaired such Goods without the written consent of the Company;
- because the Customer did not follow the manufacturers' instructions
for storage, usage, installation, use or maintenance
of the Goods;
- if the Customer has failed to notify the Company of any defect
in accordance with Condition 8 where the defect should have
been reasonably apparent on reasonable inspection; or
- if the Customer fails to notify the Company of the defect
within 12 months (or such other period as the Company shall
specify at the time of acceptance of the order for the Supplies)
of the date of despatch of the Goods or performance of the
Services.
Any replacement Supplies made or Goods repaired under this Condition
14 will be guaranteed on these terms for any unexpired portion
of the period of guarantee given on the original Supplies. Any
Goods which have been replaced will belong to the Company.
The Customer grants to the Company and its employees, agents
and representatives a right to enter onto its premises to effect
any repair or replacement under this Condition 14. The Customer
shall ensure that the Company's employees, agents and representatives
are provided with a safe and secure working environment while
at its premises and the Customer shall be responsible for isolating
any computers or processors requiring repair or replacement from
its network and for making back-up copies of any information
on such computers or processors before the Company's arrival
on site.
Except as set out in 15 below and 8 above, this Condition is
the Company's sole obligation and the Customer's sole remedy
for defective Supplies and is accepted by the Customer in substitution
for all express or implied representations, conditions or warranties,
statutory or otherwise, as to the satisfactory quality, fitness
for purpose or performance of the Goods (or any materials used
in connection therewith) or the standard of workmanship of the
Services and all such representations, conditions and warranties
are excluded.
15. Exclusion of Liability
The Company does not exclude its liability to the Customer:
- For breach of the Company's obligations under section 12
of the Sale of Goods Act 1979 or section 2 of the Supply of
Goods and Services Act 1982;
- For personal injury or death arising as a result of the Company's
negligence;
- Under section 2(3) of the Consumer Protection Act 1987;
- For any matter which it would be illegal for the Company
to exclude or to attempt to exclude its liability; or
- For fraud.
Except as provided in Conditions 8 (Inspection, defects and
non delivery), 13 (Performance and fitness for purpose), and
14 (Warranty/Guarantee) above and this Condition 15, the Company
will be under no liability to the Customer whatsoever (whether
in contract, tort, (including negligence), breach of statutory
duty, restitution or otherwise) for any injury, death, damage
or direct or indirect or consequential loss (all of which terms
include, without limitation, pure economic loss, loss of profits,
loss of business, loss of use, loss of data, computer downtime,
depletion of goodwill, business interruption, increased purchasing
or manufacturing costs, loss of opportunity, loss of contracts
and like loss) howsoever caused or arising out of or in connection
with:
- Any of the Supplies, or the manufacture, sale, performance
or supply or failure or delay in performance or supply of the
Supplies by the Company or on part of the Company's employees,
agents or sub-contractors;
- Any breach by the Company of any of the express or implied
terms of the Contract;
- Any use made or resale or on-supply of any of the Supplies
or any product incorporating any of the Goods or developed
using the Supplies;
- Any acts or omissions of the Company at the Customer's premises;
- Any statement made or not made or advice given or not given
by or on behalf of the Company, including as to compliance
with legislation or regulation; or
- Otherwise under the Contract.
And the Company hereby excludes to the fullest extent permissible
at law all conditions, warranties and stipulations, express (other
than those set out in these Conditions or given in accordance
with Condition 13) or implied, statutory, customary or otherwise
which but for such exclusion, would or might subsist in favour
of the Customer.
The Company's total liability in contract, tort, (including
negligence), breach of statutory duty, misrepresentation or otherwise
shall be limited to repairing or replacing Goods or in the case
of Services, re-performing the Services or, at the Company's
option, refunding monies already paid in respect of the Supplies.
Each of the Company's employees, agents and sub-contractors
may rely on and enforce the exclusions and restrictions of liability
in Conditions 8, 11, 13, 14, 15 and 16 in that person's own name
and for that person's own benefit.
16. Intellectual property rights
The Supplies in this Catalogue may be subject to the
intellectual and industrial property rights including patents,
knowhow, trademarks, copyright, design rights utility rights,
database rights and or other rights of third parties. No right
or licence is granted to the Customer, except the right to use
the Supplies or re-sell the Goods in the Customer's ordinary
course of business. The Company shall have no liability whatsoever
in the event of any claim of infringement of any such rights
howsoever arising.
In particular, without limiting the above, title in any software
program forming part of the Goods is reserved to the Company
and/or its suppliers. The Customer is responsible for informing
itself of the terms of its licence or use and paying any royalty
payable. Such programs may be used only with the Goods.
The Company owns full copyright in respect of this Catalogue
and its reproduction in whole or part is prohibited without the
Company's prior written consent.
17. Use of Personal Data
"Personal Data" means, in relation to any Customer, or any
representative of a Customer who is (in either case) a living individual, any
data from which (whether alone or in combination with other information held
by the Company) the Company can identify that Customer or that representative,
regardless of how and when that data is provided. The Company may process Personal
Data for all purposes contemplated in these Conditions or arising in the context
of the relationship between the Company and the Customer including:
• i. Deciding whether to enter into any contract or
arrangement with that Customer. This may include conducting credit
reference searches against a Customer or its representatives
and the disclosure of information to the relevant agency as to
how that Customer conducts its account;
• ii. Order fulfilment, administration, customer services,
profiling the Customer's purchasing preferences and to help the
Company understand and develop its business;
• iii. Direct marketing of the Company's products
and services and/or of the products and services of other companies
in the RFIP Group or third parties which the Company believes
may be of interest to the Customer or its representatives, whether
by post, fax, telephone, email, text message (SMS), MMS or otherwise;
• iv. Crime prevention or detection.
The processing of the Personal Data may involve:
• i. The disclosure of that Personal Data to the Company's
service providers, agents, advisers and representatives;
• ii. The disclosure of that Personal Data to other
companies in the RFIP Group whose products and services the Company
believes may be of interest to that Customer or representative;
• iii. The disclosure of that Personal Data to third
parties whose products and services the Company believes may
be of interest to that Customer or representative;
• iv. The transfer of Personal Data outside of the
EEA, including to countries whose laws may not provide adequate
protection to Personal Data. The Company will only transfer Personal
Data outside the EEA to companies who have guaranteed to the
Company the same level of protection as that Personal Data would
have received in the UK.
If, at any time, the Customer or its representatives does not
wish his or her Personal Data to be used for any or all of the
above purposes, he or she should contact the Marketing Manager,
RFIP Ltd, Bicester Innovation Centre, Telford Road, Bicester,
OX26 4LD or notify any of our sales representatives when placing
an order by phone.
18. Promotions
In the event that the Company sends promotional material to the Customer
in relation to goods or services available from the Company, these Conditions
shall apply to all Supplies purchased from such material.
19. Country of origin
Unless otherwise confirmed by the Company in writing, nothing in this
Catalogue is to be taken as representation of the source of origin, manufacturer
or production of the Goods or any part of them.
20. Trade counter
Goods can only be supplied at the trade counter against official orders
for credit or debit card. A purchase order is required when collecting Goods.
21. Export
The Customer is responsible at its own expense for obtaining any licence
and complying with any export regulations in force within the United Kingdom
and in the country for which the Goods are destined. Certain Goods imported
from the United States of America by the Company are subject to specific restrictions.
With respect to goods manufactured in the United States, the Customer agrees
to comply with all applicable export laws, restrictions and regulations of
the United States or foreign agencies or authorities and shall not import,
export or transfer for the purpose of re-export, any product to any prohibited
or embargoed country or to any denied, blocked, or designated person or entity
as mentioned in any such U.S. or foreign law or regulation. The Customer represents
and warrants that it is not on the Denied Persons, Specially Designated Nationals
or Debarred Persons List and is not otherwise prohibited by law from purchasing
the Supplies. The Company reserves the right not to supply certain customers
or countries and to require from the Customer full details of the end use and
final destination of the Goods.
22. Business customers
The Company is a business to business supplier. The
Catalogue and any product brochures produced by the Company are
intended for use by business customers and not consumers. By
ordering, the Customer confirms that he, she or it wishes to
obtain the Supplies for the purposes of his, her or its business
and not as a consumer.
23. Age requirements for certain Goods
Where the law requires a minimum age for the purchase of certain Goods, the
Customer confirms that he or she is over the required age and that delivery
of the Goods will be accepted by a person over the relevant age limit.
24. Medical and Life Support Applications
The Goods are not designed or authorised for implantation in the body or for
use in life support equipment, other medical equipment or systems for any other
purpose where the malfunction of the Goods could reasonably be expected to
result in personal injury. Customers using the Goods for any such purpose do
so at their own risk and agree to indemnify the Company and its suppliers against
any and all liability and expense (including costs) resulting from such use.
25. Euro
In the event that the UK changes to a single unified European currency
(known as the Euro or otherwise), or agrees to the fixing of conversion rates
between European Union member states, it will not have the effect of altering
any term, or discharging or excusing performance under a Contract.
26. Force majeure
The Company shall not be liable to the Customer in any manner or be
deemed to be in breach of these Conditions because of any delay in performing
or any failure to perform any of the Company's obligations under these Contract
if the delay or failure was due to any cause beyond the Company's reasonable
control (which shall include, but not be limited to government actions, war,
fire, explosion, flood, import or export regulations or embargoes, labour disputes
or inability to obtain or a delay in obtaining supplies of Goods or labour).
The Company may, at its option, delay the performance of, or cancel the whole
or any part of a Contract.
27. Recording of telephone calls
The Company reserves the right to monitor, intercept or record telephone
calls and many monitor or intercept all email or other electronic communications
made to its premises for training, security and quality purposes.
28. Legal construction
All Contracts shall be governed by and interpreted in accordance with
English law and the Customer submits to the jurisdiction of the English Courts,
but the Company may enforce such Contract in any court of competent jurisdiction.
29. General
Any provision of these Conditions of Supply which is held by any competent
authority to be invalid, void, voidable, unenforceable or unreasonable (in
whole or in part) shall to the extent of such invalidity, voidness, voidability,
unenforceability or unreasonableness be deemed severable and the other provisions
of these Conditions of Supply and the remainder of such provision shall not
be affected. Failure by the Company to enforce or partially enforce any provision
of these Conditions of Supply will not be constrained as a waiver of any rights
under these Conditions of Supply.
The Company shall be entitled, without the consent of or notice
to the Customer, to assign the benefit, subject to the burden,
of these Conditions and/or any Contract to any company in its
group (as defined in section 53(1) of the Companies Act 1989)
at any time.
Except as set out in Condition 15, the parties to the Contract
do not intend that any of its terms will be enforceable by virtue
of the Contracts (Rights of Third Parties) Act 1999 by any person
not a party to it.
THESE CONDITIONS OF SUPPLY SUPERSEDE ALL PREVIOUS ISSUES
December 2005
