TERMS AND CONDITIONS FOR THE SALE OF GOODS
We are Richmond Containers CTP Limited (Company Number SC451840) and having our registered office and main trading address at 2 Redwood Avenue Redwood Avenue, East Kilbride, Glasgow, Scotland, G74 5PE ("Richmond"). Our VAT registration number is 856 7970 64.
The website, www.richmondgroup.com (“Website”) is operated by or on behalf of us.
In these Conditions, when we refer to we, us, our etc, we are referring to Richmond. When we refer to you, we are referring to you, the customer. You can contact us by writing to us at the above address, by emailing sales@richmondgroup.com or by calling us on +44 (0) 1355 236170. These Conditions are only applicable for use in commercial transactions.
1) Definitions
In these Conditions:
"Conditions" means these terms and conditions of sale;
"Contract" means the contract formed in accordance with section 3 below for the purchase and sale of the Goods;
"Delivery Charge" means a charge applied to an Order placed by you for delivery either i) within the EU; or ii) within the UK in a location which attracts a delivery charge.
“Email/Phone Order” means an order for Goods which you submit to us via email or over the phone;
"Goods" means the products (including, but not limited to, jars, bottles, tubs and pails, flexible packaging, closures, dosing devices and dispensers) which we make available for sale;
“Online Order” means an order that you submit for Goods online via the Website (including via any customer account you may have);
"Order" means an order for Goods which you submit to us through: (i) an Online Order; or (ii) an Email/Phone Order.
2) Placing an ORDER
2.1 In order to place an Order, you must be (i) purchasing on behalf of a business; and (ii) over the age of 18 years. If you are a consumer and wish to purchase any goods or services, please contact us using the details provided above.
2.2 When you order any Goods, these Conditions will apply to that Order. As part of the order process you will be asked to accept or will be made aware of these Conditions. If you do not wish to accept these Conditions then you should not continue to place your Order. Your continuation with your Order shall be deemed to be your acceptance of these Conditions.
2.3 If we accept your Order, these Conditions will form the basis of the Contract between us. Please see clause 3 below for more information on how the Contract between us is formed. You should print a copy of these Conditions or save them to your computer for future reference.
2.4 These Conditions apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.5 It is your responsibility to ensure that the details of your Order are correct and accurate and that you provide us with all information relevant to your Order. For Online Orders you are able to check for and amend any errors before submitting your Order. We shall not be responsible for any errors which you make when inputting or submitting your Order.
2.6 Minimum order quantities apply as outlined on our Website.
3) How a contract is formed between us
3.1 When you place an Order, you are offering to buy those Goods from us. We will send you an e-mail or verbal confirmation (“Initial Confirmation”) shortly after you place your Order. However, this Initial Confirmation is simply acknowledging receipt of your Order and does not mean that your Order has been accepted. You should note that we are not obliged to accept your Order and no contract exists between us for those Goods at this stage.
3.2 If we accept your Order, we will send you an acceptance email which confirms: (i) the details of the Goods, and (ii) the total order value ("Order Acknowledgement"). The Contract between us is formed:
i) where there is no Delivery Charge applied to the Order, when we send you the Order Acknowledgement; or
ii) where there is a Delivery Charge applied to the Order, at the point at which payment is made by you via link in the Order Acknowledgment.
3.3 If we are unable to supply you with Goods, for example, because the Goods are not in stock, are no longer available, or because of an error in the price, we will inform you of this by e-mail and we will not process your Order. If you have already paid for the Goods, we will refund the full amount of your payment if you do not wish to order alternative Goods from us or order the Goods at the correct price.
4) Our Goods
4.1 Whilst we display images of the Goods on the Website and in our brochure / literature, these images are for illustrative purposes only. We will do what we reasonably can to make sure that the images are a fair representation of the Goods. However, we cannot guarantee in respect of our Website that your computer's display of the colours accurately reflect the colours of the Goods. You should also note that images of the Goods on the Website and in our brochures / literature may not be representative of the actual size of the Goods. All dimensions and volumes given in any literature / brochures and on the Website are approximate, and descriptions of colours are for guidance only and may be subject to alteration.
4.2 For the purpose of the Contract, the quantity and description of the Goods will be set out in the Order Acknowledgement. To the extent that the Goods are to be manufactured in accordance with any specification supplied by you, it is your responsibility to ensure that the description and specification of the Goods set out in the Order Acknowledgement are correct.
4.3 We reserve the right to alter the Goods or any relative specifications without notice at any time (i) in order to comply with any applicable statutory or regulatory requirement; or (ii) where the alteration does not (in our opinion) materially affect the quality or performance of the Goods.
4.4 Goods will be checked according to our standard AQLs and quality checks (unless you have specified other checks to apply which have been agreed by us in writing as part of your Order)
5) Delivery
5.1 Subject to clause 5.4, we will do what we reasonably can to meet the estimated delivery date set out in the Order Acknowledgement, with the Goods to be delivered to the address stated in the Order Acknowledgement. However, please note that this date is only an estimate and may be affected by an Event Outside Our Control. Time shall not be of the essence in relation to our delivery of the Goods. If no date is specified in the Order Acknowledgement, then delivery will be within a reasonable time.
5.2 We reserve the right to impose a standard delivery and handling charge on Orders to UK mainland under the minimum order charge as outlined on our Website from time to time and on all Orders outside the UK or otherwise as notified to you. Where such delivery and handling charges apply this will be notified to you in the Order Acknowledgment issued to you in accordance with clause 3.2. For all Orders above this amount and/or for Orders to outside of the UK mainland the delivery and handling charge will be quoted on a case-by-case basis by our logistics department.
5.3 If you order Goods from our site for delivery outside of UK mainland, your Order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount. You will be responsible for payment of any such import duties and taxes. Where you are collecting the Goods or where we deliver your Order to a third party within the UK who will be exporting your Order outside of the UK, you will provide us with proof of export within three months of the date of our delivery.
5.4 In the event that you wish to collect the Goods, we shall notify you when the Goods are ready for collection from our premises or such other location as may be advised by us. If you fail to collect the Goods within 7 days of this notification, then we may charge a storage fee, charged at a reasonable amount at our sole discretion, for holding the Goods until you do collect them.
5.5 Where you fail to take delivery of the Goods under the conditions stated in clause 5.1, then, except where such failure or delay is caused by events outside your reasonable control, i) delivery of the Goods shall be deemed to have been completed on the date agreed for delivery; and ii) we shall store the Goods until delivery takes place and charge you for, and you shall pay, all related costs and expenses (including insurance and any charges imposed on us by our logistics suppliers). Such related costs and expenses will be confirmed with you before an invoice relative to such charge is issued to you.
5.6 If we deliver to you a quantity of Goods of up to 10% more or less than the quantity ordered by you, you shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such Goods at the pro rata rate, as adjusted accordingly in the invoice for the Goods.
6) PRICE AND PAYMENT
6.1 The prices on the Website and in our brochures are in POUNDS STERLING and are exclusive of VAT and any other applicable taxes (which are charged at the current rate at the time of purchase), unless stated otherwise on the Website or in our brochure. We will do what we reasonably can to ensure that the prices stated on the Website and brochure are accurate and up to date. In the event of any pricing errors, we will notify you by email and give you the opportunity to re-confirm your Order at the correct price. Please note, in accordance with clause 5.3 above, the prices on the Website do not include any delivery and/or handling charges which may be applicable.
6.2 Save where you have been approved as a credit account customer by us (see clause 6.4 below) you must pay for the Goods either: i) where there is no Delivery Charge applied to the Order, at the time of submitting your Order; or ii) if there is a Delivery Charge applied to the Order, at the point at which you confirm your acceptance of the total price of the Goods (including the Delivery Charge) outlined in the Order Acknowledgement by making payment through the link in the Order Acknowledgement.
6.3 Payments must be made by BACS, international bank transfer, credit or debit card (please see the relevant part of the Website for a list of those payment cards accepted and method of payment). By submitting a credit or debit card number, you: (a) confirm that your use of the particular card is authorised and that all information that you submit is true and accurate; and (b) authorise us to charge to the card all amounts payable by you to us (including VAT and any other applicable taxes) in connection with your Order. You should note that we use Opayo to collect/process transaction information – Opayo’s privacy policy can be accessed through the following link https://www.elavon.co.uk/privacy-policy.html.
6.4 Where you are a credit account customer, you must pay for the Goods within the agreed time period as confirmed via email when your credit account was set up or as otherwise agreed between us in writing, and stated on the VAT invoice issued to you. If no payment terms have been agreed by us, you must pay for the Goods within thirty (30) days from the date of the invoice unless agreed otherwise with us in writing.
6.5 All amounts due under the Order 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).
7) CANCELLATION AND RETURNS
7.1 You may only cancel, defer or amend a Contract with our agreement in writing.
7.2 We reserve the right to terminate the Contract with immediate effect and without any liability to you if: (i) you make a voluntary arrangement with your creditors, become bankrupt, enter administration or go into liquidation (otherwise than for the purposes of amalgamation or reconstruction); (ii) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; (iii) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy; (iv) we believe that any of the foregoing events are about to occur; or (v) you breach any terms of these Conditions (including failure to make payment for the Goods when due). Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination. 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. On termination of the Contract for any reason you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.
7.3 Subject to clauses 7.5 and 7.6, if the Goods are damaged or defective, we shall at our option repair or replace such Goods or refund the price of such Goods at the pro rata rate provided that, if we so request you must return the Goods to us.
7.4 If the Goods have been ordered by you to your particular specification then you shall be responsible for the specification and shall not be entitled to reject the Goods unless the same are damaged or defective or do not comply with your specification.
7.5 It is your responsibility to check the Goods upon delivery. We shall not be liable for any damaged, missing or defective Goods unless:
(a) you have given written notice of the damage/discrepancy/defect to us, and (if the damage/discrepancy/defect is as a result of damage in transit) to the carrier, within 48 hours of delivery; and
(b) we are given a reasonable opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them.
In the event that you do not give notice pursuant to (a) above, you will be deemed to have accepted the Goods (as delivered).
7.6We shall not be liable for damaged or defective Goods where:-
(a) you make any further use of the Goods after giving us notice of the damage/ defect; or
(b) the damage/defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are no such instructions) good trade practices; or
(c) you alter or repair such Goods without our written consent.
7.7 Unless otherwise agreed by us in writing you shall not have any other rights to return Goods to us other than those set out in this clause 7. If we do agree in writing to any return this shall be conditional on: (i) the Goods being returned to us in pristine unused condition; and (ii) the payment by you to us of a re-stocking charge which will be notified to you by us..
7.8 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.
7.9 These Conditions also apply to any repaired or replacement Goods supplied by us to you.
8) title and risk
8.1 The Goods are at your risk from the time they are made available for unloading at the address for delivery set out in your Order or (if applicable) collected by you or as otherwise notified by us to you. Ownership of the Goods shall not pass to you unless and until:
(a) we have received in full (in cash or cleared funds) all sums due to us in respect of: (i) the Goods; and (ii) any other sums which are or which become due to us; or
You resell the Goods, or incorporate the Goods into another product, in which case title to those Goods shall pass to you at the time specified in clause 8.3. 8.2 Until ownership of the Goods has passed to you, you must:-
(a) hold the Goods in trust for us;
(b) store the Goods (at no cost to us) separately from all of your other goods or those of any third party in such a way that they remain readily identifiable as our property;
(c) not destroy, deface or obscure any identifying mark or packaging on the Goods;
(d) maintain the Goods in a satisfactory condition and keep them insured on our behalf (at no cost to us) for their full price against all risks to the reasonable satisfaction of us. On request, you shall produce the policy of insurance to us; and
(e) notify us immediately if you become subject to any of the events listed in Clause 7.2(i) to (iii); and
8.3 You may resell or use the Goods in the ordinary course of business before we receive payment for the Goods. However, if you resell the Goods, or incorporate the Goods into another product, before that time title to those Goods shall pass from us to you immediately before the time at which resale or incorporation into another product occurs and clause 8.6 shall apply.
8.4 You hereby grant us, our agents and employees an irrevocable licence at any time before title has passed to us to enter any premises where the Goods are stored in order to inspect them and repossess them.
8.5 If we repossess the Goods:-
(a) any amount received by us when we then sell the Goods shall be retained by us. If we sell the Goods for less than the amount owed, you shall still owe the difference between the amount obtained in selling the Goods and the amount owed;
(b) you shall also be liable to us for all costs, charges and expenses (including legal costs) incurred by it in the repossession and sale of the Goods; and
(c) you do not have a right to return the Goods instead of paying any outstanding amount where relevant. However, we may agree in certain circumstances to the return of the Goods rather than pursuing you for payment. If we do accept the return of the Goods, you shall be liable for the expenses incurred by us.
8.6 We may at any time after delivery elect to transfer title in the Goods to you, in which case you shall immediately pay all sums due to us.
9) OUR LIABILITY
9.1 Our total liability in contract, delict (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the Goods shall be limited to the price of the Goods.
9.2 Subject to clause 9.5 we shall not be liable to you for any indirect or consequential loss or damage or for loss of profit, loss of business or business opportunity, depletion of goodwill or otherwise, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Goods.
9.3 Except as expressly stated in these Conditions, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
9.4 We do not make any warranties that the Goods will comply with any rules or regulations that may apply to you. It is your sole responsibility to ensure the Goods comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such laws.
9.5 Nothing in these Conditions seeks to exclude or limit our liability for death or personal injury caused by our negligence or fraudulent misrepresentation or for any other liability that cannot be excluded by applicable law. This clause shall survive any termination or expiry of the Contract.
10) Your information
We only use your personal information, which you provide to us in connection with your Order or for any other reason, in accordance with our Privacy Policy which can be found at [https://www.richmondgroup.com/section/Privacy_Policy].
11) intellectual property rights
11.1 You hereby grant us a non-exclusive, sub-licensable licence to use the copyright, registered design, design right and any other applicable intellectual property rights (“IPR”) in any design provided by you to us to manufacture, process or decorate the Goods.
11.2 You warrant that:-
(a) you own such IPR free from any claims or encumbrances and are entitled to grant the rights granted under clause 11.1; and
(b) such IPR does not infringe the statutory or common law rights of any third parties.
11.3 You shall indemnify us against all and any loss, damages or costs sustained by us arising out of any breach by you of any of the warranties under clause 11.2 and, at our request, you shall provide all reasonable assistance to enable us to resist any claim, action or proceedings brought against us as a consequence of that breach.
12. general
12.1 We will not be responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract which are caused by an Event Outside Our Control or a failure by you to provide us with information or assistance required to complete your Order. Please note our obligations under a Contract will be suspended for the duration of the Event Outside Our Control or until you have provided us with the required information or assistance.
12.2 If any clause of these Conditions is found by any court or relevant authority to be unlawful or unenforceable, the other clauses shall not be affected and shall remain in full force and effect.
12.3 If we fail to insist that you perform any of your obligations under these Conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you.
12.4 We may perform any of our obligations or exercise any of our rights under the Contract ourselves or where applicable, through any other persons (legal or otherwise) or entities.
12.5 We may transfer our rights and obligation under a Contract to another organisation but this will not affect your rights or our obligations under these Conditions. You may only transfer your rights or your obligations under these Conditions to another person if we agree in writing.
12.6 The Contract represents the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
12.7 Any variation of the Contract only has effect if it is in writing and signed by us (or our respective authorised representative).
12.8 These Conditions are made only in the English language.
12.9 These Conditions are governed by the laws of Scotland and are subject to the exclusive jurisdiction of the Scottish Courts.
12.10 Any notice given to a party under or in connection with the Contract shall be in writing and shall be (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (b) sent by email detailed in the Order (or such other addresses as notified from time to time. Any notice shall be deemed to have been received: (a) if delivered by hand, at the time the notice is left at the proper address; (b) 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 (c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. 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.
12.11 In the event of any conflict between the Order Acknowledgement and these Conditions, the terms of the Order shall prevail.
12.13 Nothing in the Contract shall create, or be deemed to create a partnership, joint venture or other relationship between the parties other than the contractual relationship expressly provided for in the Contract.
12.14 Unless it expressly states otherwise, the Contract does not give rise to rights under the Contract (Third Party Rights) (Scotland) Act 2017 to enforce any term of the Contract.