Renovo Solutions Ltd: Terms & Conditions of Sale

1. DEFINITIONS

In these Conditions:

“Company” means Renovo Solutions Ltd.
“Customer” means the person, firm or company purchasing goods or services from the Company.
“Goods” means the products supplied by the Company under the contract.
“Services” means any services supplied by the Company.
“Contract” means any agreement between the Company and the Customer for the supply of Goods or Services incorporating these Conditions.

2. GENERAL

a) The following conditions issued by the Company apply to any contract of which these conditions form part, to the exclusion of any conditions of order or purchase of the Customer or any other standards, specifications, conditions or particulars of or adopted by the Customer, unless expressly accepted in writing by the Company as part of the Contract.

b) Orders for “Specials” (i.e. non-catalogued items) must be covered by an official order. The Company reserves the right to supply, in satisfaction of the order, a deviation from the quantity ordered of plus or minus 10% or one piece, whichever is greater.

c) Where Goods are to be supplied by the Company from stock, such supply is subject to availability of stock at the date of delivery.

d) These conditions apply to Services provided by the Company in the same way as they apply to Goods supplied by the Company.

3. QUOTATIONS AND TENDERS

All orders placed in response to the Company’s quotation will be binding. Tenders submitted by the Company shall remain open for acceptance for a period of six weeks from the date of tender unless another period is specified in the tender or the tender is withdrawn by the Company.

Orders placed against specific quotations or tenders must clearly indicate the reference of the quotation.

4. CANCELLATION: RETURN OF GOODS

a) An order may not be cancelled or suspended without the prior written consent of the Company on terms to be mutually agreed. The Company will only agree to the cancellation of orders for Specials on payment of a charge determined by the Company equal to the cost of the work already carried out.

b) Only standard catalogued tools of our suppliers’ design and specification, in first-class re-saleable condition, may be accepted for credit or exchange and then only if prior written agreement has been obtained from the Company.

Specials will only be credited at the scrap metal value, to be determined by the Company in its sole discretion.

Carriage of returned Goods shall be arranged and paid for by the Customer. Handling, reworking and repacking may be charged to the Customer and deducted from the credit. Credits will normally be based on the price originally paid by the Customer less any applicable handling charges.

5. DELIVERY AND COMPLETION DATES

a) Delivery periods, despatch dates or dates for carrying out Services are given in good faith but are approximate only and, unless otherwise expressly stated, time shall not be of the essence.

The Company will not be liable for delay or failure to deliver where such delay or failure arises from events beyond the Company’s reasonable control including, but not limited to, acts of God, fire, severe weather conditions, industrial action, hostilities, breakdowns, shortages of labour, materials, power or supplies, late delivery or non-delivery by suppliers or subcontractors, or governmental actions.

b) No delay shall entitle the Customer to reject any delivery, instalment, or part of an order or to repudiate the Contract.

c) The Company will not be responsible for duplication of consignments where official orders following verbal or telephone instructions are not clearly marked “Confirmation”.

6. TITLE TO GOODS

a) Notwithstanding that risk in the Goods shall pass to the Customer in accordance with Clause 7, title to the Goods shall remain with the Company until payment in full has been received for:

i) the Goods supplied;
ii) any other Goods supplied by the Company; and
iii) any other monies due from the Customer to the Company on any account.

b) Until title to the Goods passes to the Customer, the Customer shall:

i) keep the Goods separately stored and readily identifiable as the property of the Company;
ii) not attach the Goods to real property without the Company’s consent.

c) Any resale by the Customer of Goods in which title has not passed shall, as between the Company and the Customer, be made by the Customer as agent for the Company.

d) The Goods shall be deemed sold or used in the order delivered to the Customer.

e) At any time before title passes, the Company may:

i) retake possession of all or part of the Goods and enter any premises where the Goods are stored for that purpose; or
ii) require the Customer to deliver up the Goods.

f) The Company may appropriate any payments received from the Customer as it thinks fit notwithstanding any purported appropriation by the Customer.

7. DELIVERY AND RISK

Unless otherwise agreed in writing, risk in the Goods shall pass to the Customer upon delivery to the address specified by the Customer.

Title to the Goods shall remain with the Company until payment has been received in full in accordance with Clause 6.

The Company reserves the right to deliver Goods in instalments and to invoice each instalment separately.

8. PRICES

a) Where Goods are sold by reference to our suppliers’ published price lists, the price payable shall be the ruling price published at the date of despatch.

b) In other cases, prices are based on the Company’s costs at the date of quotation or acceptance of order. If costs increase before despatch or completion of Services, the Company may adjust the price accordingly.

c) Any variation in price under this condition shall be binding and shall not give either party the right to cancel the order.

d) All prices are exclusive of Value Added Tax or any other applicable taxes or duties, which shall be added where applicable.

e) Unless otherwise stated, the price includes delivery to the Customer’s premises within the United Kingdom. For orders from outside the United Kingdom, prices include delivery F.O.B. UK port.

f) Quotations in currencies other than sterling are based on exchange rates at the time of quotation and may be revised if exchange rates change before invoicing.

9. PACKAGING AND CARRIAGE

a) Goods are supplied in multiples of our suppliers’ standard packed quantities (for example, sets, tens, fives, or single tools). Adjustments may be made to avoid split quantities.

b) Delivery charges, including carriage costs, will be specified on the quote and are payable by the Customer.

c) Where the Customer requests special delivery arrangements, including expedited delivery or alternative carriers, any additional costs shall be payable by the Customer.

d) The Customer must inspect the Goods upon delivery and notify the Company within 48 hours of any damage, loss, or shortage in transit. Failure to notify the Company within this period shall be deemed acceptance of the Goods as delivered.

e) Packing materials are not returnable for credit. The Customer is responsible for disposing of packaging in accordance with applicable environmental regulations.

10. CREDIT ACCOUNTS

a) The Customer may apply to the Company for a credit account which, if approved, will allow the Customer to purchase Goods or Services and pay in accordance with the payment terms set out in these Conditions.

b) The Company reserves the right to assess the Customer’s eligibility for a credit account and may carry out credit checks including, but not limited to, obtaining information from credit reference agencies.

c) The Company may assign a credit limit to the Customer. The Company reserves the right to vary, suspend or withdraw any credit limit at its discretion.

d) No credit shall be deemed to be granted until the Company has confirmed in writing that a credit account has been opened.

e) The Company may monitor the Customer’s use of any credit account and payment performance. The Company reserves the right to share relevant information with credit reference agencies where necessary for credit assessment or fraud prevention.

f) The Company reserves the right to withdraw credit facilities or require payment prior to delivery where it reasonably believes the Customer’s financial position has deteriorated or where payment terms have not been complied with.

11. PAYMENT

a) Payment shall be made in accordance with these Terms and Conditions and any credit arrangements approved by the Company.

b) Subject to any special terms agreed in writing between the Company and the Customer, the Company shall be entitled to invoice the Customer for the price of the Goods on or at any time after despatch or delivery.

Where the Goods are to be collected by the Customer, or the Customer fails to take delivery when the Goods are ready, the Company shall be entitled to invoice the Customer once the Customer has been notified that the Goods are ready for collection or delivery.

c) Where a credit account has been approved, payment shall be due in accordance with the payment terms agreed between the Company and the Customer and stated on the Company’s invoice.

d) Where no credit account has been approved, payment must be received by the Company prior to despatch or collection of the Goods.

e) Payment shall be made in full without deduction, set-off, counterclaim or withholding, except where required by law.

f) The Company reserves the right to refuse or suspend deliveries where:

payment terms have not been complied with; or
the Company reasonably believes the Customer’s financial position has deteriorated.

g) If the Company reasonably believes that the Customer’s creditworthiness has become unsatisfactory, the Company may require payment prior to delivery or withdraw credit facilities without liability.

h) The Company reserves the right to request trade references or other financial information before approving or continuing any credit account.

i) All payments shall be made by bank transfer to the account specified on the Company’s invoice, unless otherwise agreed in writing by the Company.

12. CONFIDENTIALITY, PUBLICATIONS AND ENDORSEMENTS

a) The Customer shall keep these Terms and all information relating to the business, products, or services of the Company strictly confidential and shall not disclose or use such information for any purpose other than performing their order, except with the prior written consent of the Company. This obligation does not apply to information that is already in the public domain other than as a result of the Customer’s default.

b) The Customer shall not use, or permit others to use, any name, trademark, logo, emblem, or symbol owned or licensed by the Company on any materials, premises, or communications without the prior written consent of the Company and, where applicable, any licensor.

c) The Customer shall ensure that its employees, agents, and representatives comply with this Clause.

d) The obligations in this Clause shall survive the completion of the order or the termination of any dealings under these Terms.

13. LAW & JURISDICTION

a) These Terms and any orders placed with the Company shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English courts.