1 Definitions In these conditions, unless the context requires otherwise:
1.1 ‘Customer’ means the person who purchases or agrees to purchase the Goods or Services from Rosslyn;
1.2 User’ means the person using or browsing Rosslyn’s web site or websites owned and managed by Rosslyn.
1.3 ‘Rosslyn’ means Rosslyn Marketing Services Limited, Bibus House, Unit 20, Soho Mills, Wooburn Green, High Wycombe, Bucks, HP10 0PF, Registered in England & Wales No. 3129086
1.4 ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by Rosslyn;
1.5 ‘Contract’ means the contract for purchase and sale of the Goods or Services under these Conditions
1.6 ‘Delivery Date’ means the date specified by Rosslyn when the Goods or Services are to be delivered;
1.7 ‘Goods or Services’ means the items or services which the Customer agrees to buy from Rosslyn;
1.8 ‘Price’ means the price for the Goods or Services excluding origination, carriage, packing, insurance and VAT; and
1.9 ‘Sales Order Acknowledgement’ means Rosslyn’s written confirmation of an order by the Customer for the purchase of Goods or Services.
2 Conditions applicable
2.1 These Conditions shall apply to all contracts for the sale of Goods or Services by Rosslyn to the Customer to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply under any Purchase Order, Sales Order Acknowledgement or similar document.
2.2 All orders for Goods or Services shall be deemed to be an offer by the Customer to purchase Goods or Services pursuant to these Conditions.
2.3 The placing by the Customer of an order for the purchase of the Goods or Services shall be deemed conclusive evidence of the Customer’s acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Rosslyn.
3. Rosslyn’s Representations
3.1 Rosslyn’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by Rosslyn in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any representations which are not so confirmed.
3.2 Sales literature, websites, price lists and other documents issued by Rosslyn in relation to the Goods or Services are subject to alteration without notice and do not constitute offers to sell the Goods or Services. An order placed by the Customer may not be withdrawn cancelled or altered prior to acceptance by Rosslyn and no contract for the sale of the Goods or Services shall be binding on Rosslyn unless Rosslyn has issued a quotation which is expressed to be an offer to sell the Goods or Services or has accepted an order placed by the Customer by whichever is the earlier of:- (a) Rosslyn’s written acceptance (including Sales Order Acknowledgement); (b) delivery of the Goods or Services; or (c) Rosslyn’s invoice
3.3 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, email, price list, acceptance of an offer, invoice, web site, other document or information issued by Rosslyn or web site shall be subject to correction without any liability on the part of Rosslyn.
3.4 The company names, logos and trademarks that are imprinted on products shown on Rosslyn’s website and sales literature, quotations, emails or any other document have been reproduced only to demonstrate the effects achieved by the personalisation methods and positions applicable. This does not necessarily imply that the Goods or Services have been supplied to, or endorsed by the owners of the trademarks featured. These Goods or Services are not available for resale with these specific logos on them.
3.5 Certain Hyperlinks on Rosslyn’s web site may lead to other websites which are not under Rosslyn’s control. The use of third-party websites is entirely at the User’s own risk and Rosslyn accepts no liability for the content of any linked site or any Hyperlink contained in a linked site. Hyperlinks provided on Rosslyn’s web site are provided to the User only as a convenience and the inclusion of any link does not imply reliability and endorsement by Rosslyn of the content of any third party’s website.
3.6 These Terms and Conditions do not apply to any third party website linked to Rosslyn’s website. The User should read the terms and conditions of those websites before using them and direct any questions or comments about the linked website’s contents to the relevant website provider.
4. Orders and Specifications
4.1 No order submitted by the Customer shall be deemed accepted by Rosslyn unless confirmed in writing by Rosslyn’s authorised representatives.
4.2 The quantity and specification of the Goods or Services shall be those set out in Rosslyn’s Sales Order Acknowledgement unless varied expressly in the Customer’s order and accepted in writing by Rosslyn.
4.3 The Goods or Services will only be supplied in the minimum units (or multiples) stated in Rosslyn’s price list or as specified. Orders received for quantities other than these will be adjusted accordingly, illustrations, photographs or descriptions whether in catalogues, brochures, websites, emails, price lists or other documents issued by Rosslyn are intended as a guide only and shall not be binding on the Rosslyn.
4.4 Rosslyn reserves the right to make any changes in the specification of the Goods or Services which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods or Services are to be supplied to Rosslyn’s specification, which does not materially affect their quality or performance.
4.5 No order which has been accepted by Rosslyn may be cancelled by the Customer except with the agreement in writing of Rosslyn on the terms that the Customer shall indemnify Rosslyn in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Rosslyn as a result of the cancellation.
4.6 It is the Customer’s responsibility to check the PDF (Adobe Portable Document Format file) visual proof. Rosslyn shall not be liable for any loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Customer as a result of errors in printed artwork where those errors were evident within the PDF visual proof approved by the Customer and the artwork was printed in accordance with that approved PDF visual proof.
4.7 Where the Customer specifies that any printed artwork design etc (or any part thereof) is to match a specified Pantone reference the Customer is aware that the colour of finished print may appear different from the specified Pantone reference depending upon the nature of the surface or material printed upon and Rosslyn shall not be liable for any loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Customer in this regard. In all such cases, the Customer should obtain a pre-production sample.
4.8 The Customer uses all reasonable efforts to ensure that the product descriptions on their website are accurate however the Customer is advised in all cases to request samples.
5. Price and payment
5.1 The Price shall be Rosslyn’s price as listed in the Sales Order Acknowledgement or such other price as may be agreed in writing between the parties.
5.2 Where Rosslyn has quoted a price for the Goods or Services other than in accordance with Rosslyn’s published price list, the price quoted shall be valid for 7 days only or such lesser time as the Rosslyn may specify.
5.3 Rosslyn reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods or Services to reflect any increase in the cost to Rosslyn which is due to any factor beyond the control of Rosslyn, (which can include [but will not be limited to], any foreign exchange fluctuation, alteration of duties, significant increases in the costs of labour, materials or other costs of manufacture), any change in the Delivery Date, quantity or specification for the Goods or Services which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give Rosslyn adequate and /or accurate information or instructions.
5.4 The Price is exclusive of any applicable VAT excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods or Services which the Customer shall be additionally liable to pay Rosslyn.
5.5 Payment of the Price and VAT shall be due within 30 days of the date of the invoice or in accordance with such credit term as may have been agreed in writing between the parties in respect of the Contract. Time for payment shall be of the essence.
5.6 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Rosslyn, Rosslyn shall be entitled to (a) cancel or suspend any further deliveries to the Customer; (b) appropriate any payment made by the Customer to such of the Goods or Services (or any Goods or Services supplied under any other contract between the Customer and Rosslyn) as Rosslyn may think fit (notwithstanding any purported appropriation by the Customer).
5.7 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 4% above the Bank of England Base Rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
5.8 Receipts will be issued upon request only.
5.9 Rosslyn is not obliged to accept orders from customers who have not supplied Rosslyn with references to the satisfaction of Rosslyn.
5.10 if at any time Rosslyn is not satisfied as to the creditworthiness of the Customer it may give notice in writing to the Customer that no further credit will be allowed to the Customer in which event no further Goods or Services will be delivered to the Customer other than against cash payment and notwithstanding condition 5.5 all amounts owing by the Customer to Rosslyn shall be immediately payable in cash.
6. Warranties and liability Rosslyn warrants that the Goods or Services supplied will at the time of delivery correspond to the description given by Rosslyn. All other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods or Services, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.
7.1 Delivery of the Goods or Services shall be made to the Customer’s address as specified in the Customers order on the Delivery Date. If the Customer’s address is outside the United Kingdom the Customer must first seek confirmation from Rosslyn that the Goods or Services can be delivered prior to placing an order. If no address is provided on the order the Customer must collect the Goods or Services from Rosslyn’s premises at any time after Rosslyn has notified the Customer that the Goods or Services are ready for collection.
7.2 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by Rosslyn in writing.
7.3 The Goods or Services may be delivered in advance of the Delivery Date upon the giving of reasonable notice to the Customer. The Customer shall make all arrangements to take delivery of the Goods or Services whenever they are tendered for delivery.
7.4 If the Goods or Services are to be delivered in instalments each delivery shall constitute a separate contract and failure by Rosslyn to deliver any one or more instalments shall not entitle the Customer to treat the Contract as repudiated.
8. Acceptance of the Goods or Services
8.1 The Customer shall be deemed to have accepted the Goods or Services 24 hours after delivery to the Customer.
8.2 After acceptance the Customer shall not be entitled to reject Goods or Services which are not in accordance with the Contract.
9.1 If Rosslyn fails to deliver the Goods or Services or any of them on the Delivery Date other than for reasons outside Rosslyn’s reasonable control including by fault of the Customer or carrier the following shall apply:-
(a) If Rosslyn delivers the Goods or Services at any time thereafter Rosslyn shall have no liability in respect of such late delivery;
(b) if the Customer gives written notice to Rosslyn within 7 working days after the Delivery Date and Rosslyn fails to deliver the Goods or Services within 7 working days after receiving such notice the Customer may cancel the order and Rosslyn’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar Goods or Services to those not delivered over the price of the Goods or Services not delivered.
9.2 Rosslyn shall not be liable for any loss or damage whatever due to failure by Rosslyn to deliver the Goods or Services (or any of them) promptly or at all.
9.3 Notwithstanding that Rosslyn may have delayed or failed to deliver the Goods or Services (or any of them) promptly the Customer shall be bound to accept delivery and to pay for the Goods or Services in full provided that delivery shall be tendered at any time within 30 days of the Delivery Date
9.4 If the Customer fails to take delivery of the Goods or Services or any part of them on the Delivery Date and/or fails to provide any instruments, documents, licences, consents or authorisations required to enable the Goods or Services to be delivered on that date, Rosslyn shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods or Services. Delivery will be deemed to have taken place and the Customer shall immediately pay to Rosslyn the costs and expenses including storage and insurance charges arising from such failure.
10.1 The Customer is under a duty to inspect the Goods or Services on delivery or collection whenever possible.
10.2 Where the Goods or Services have not been examined the carriers note or such other note as appropriate shall be marked not examined.
10.3 Rosslyn will be under no liability for any damage or shortages that would be apparent on reasonable careful inspection of the Goods or Services, and in any event, will be under no liability if a written complaint is not delivered to Rosslyn within 7 days of delivery detailing the alleged damage or shortage.
10.4 In all cases where defects or shortages advised, Rosslyn shall be under no liability in respect thereof unless the Customer allows Rosslyn to inspect the Goods or Services as supplied before they are used, altered or modified by the Customer.
10.5 Subject to conditions 10.3 and 10.4 Rosslyn shall make good any shortage in the Goods or Services and where appropriate replace any Goods or Services damaged in transit as soon as it is reasonable to do so but otherwise shall be under liability whatsoever arising from damage or shortage.
11. Title and risk 11.1 Risk shall pass at:
(a) the time when Rosslyn notifies the Customer that the Goods or Services are available for collection if the Goods or Services are to be delivered at Rosslyn’s premises; or in every other case
(b) the time of delivery or if the Customer wrongfully fails to take delivery of the Goods or Services, the time when Rosslyn has tendered delivery of the Goods or Services.
11.2 Following delivery, the Goods or Services shall remain the sole and absolute property of Rosslyn until payment for them has been made by the Customer in full including all monies owed to Rosslyn from the Customer regardless of how the indebtedness arose.
11.3 Until payment has been made to Rosslyn in accordance with these conditions, the Customer shall be in possession of the Goods or Services as bailee for Rosslyn and the Customer will store the Goods or Services separately and in an appropriate environment so that they are identifiable as being supplied by Rosslyn. The Customer will ensure the Goods or Services against all reasonable risks.
11.4 The Customer will not pledge or in any way charge the Goods or Services which remain the property of Rosslyn. If the Customer does so charge or pledge the Goods or Services all money owing from the Customer to Rosslyn shall become immediately payable.
11.5 Rosslyn reserves the right to repossess any Goods or Services in which Rosslyn retains title without notice. The Customer irrevocably authorises Rosslyn to enter the Customer’s property during normal working hours for the purpose of repossessing the Goods or Services in which Rosslyn retains title and inspecting the Goods or Services to ensure compliance with the storage and identification requirements.
12.1 Rosslyn may assign the Contract to any person, firm or company.
12.2 The Customer may not assign the Contract without the prior written consent of Rosslyn.
13. Limitation of Liability
13.1 Rosslyn shall be under no liability whatsoever to the Customer for any indirect loss and/or expense including loss of profit) suffered by the Customer arising out of a breach by Rosslyn of this contract.
13.2 In the event of any breach of this contract by Rosslyn the remedies of the Customer shall be limited to damages. Under no circumstances shall the liability of Rosslyn exceed the Price of the Goods or Services.
14. Customer’s Default
If the Customer:
(a) commits or permits any material breach of his obligations under these conditions;
(b) enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with his creditors;
(c) is or becomes the subject of a bankruptcy order takes advantage of any other statutory provision for the relief of insolvent debtors;
(d) convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver appointed in respect of its assets or undertakings or any part thereof, a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency of the Customer; Rosslyn will be entitled to cancel or suspend any further deliveries to the Customer; appropriate any payment made by the Customer to such of the Goods or Services (including Goods or Services supplied under any other contract between the Customer and Rosslyn) as Rosslyn thinks fit and charge interest in accordance with condition 5.6. If the Customer is in possession of the Goods or Services this right will terminate and Rosslyn may enter the Customers property in accordance with condition 11.5.
15.1 The Customer agrees that it will: (a) regard as confidential the Contract and all information relating to the Contract and that it will not use or disclose such information to any third party without Rosslyn’s prior written consent; (b) not use or authorise or permit any other person to use any name, trademark, house mark, emblem or symbol which Rosslyn owns or is licensed to use; (c) not use all reasonable endeavours to ensure compliance with this Condition by its employees, servants and agents.
15.2 This Condition will remain in force after the Contract is completed. 16. Communication
16.1 All communications under the Contract shall be in writing and delivered by hand, sent by pre-paid first-class post, fax or email. Rosslyn’s address will be that provided to the Customer on the quotation or as advised to the Customer from Rosslyn. The Customer’s address will be that noted on the order or as advised to Rosslyn from the Customer.
16.2 Communications shall be deemed to have been received: (a) two working days after posting if sent by pre-paid post; (b) on the day of delivery if delivered by hand; (c) if sent by fax or email on a working day prior to 15:00, at the time of transmission and if after 15:00 on the next working day.
16.3 Unless the Customer is specifically advised otherwise all communication to Rosslyn shall be addressed to Jonathan Lee Tel: +44 (0) 162 820 1335
17. Waiver No omission by Rosslyn whether by way of indulgence or otherwise or failure to enforce Rosslyn’s rights shall be construed as a waiver of any of Rosslyn’s rights.
If any of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provision of these Conditions shall remain in full force and effect.
19.Promotions and incentives, offered by Rosslyn to its Customers, are subject to the following terms;
a ) Rosslyn reserves the right to withdraw a promotion, incentive or voucher at any stage without prior notice.
b) Gifts and/or vouchers are awarded subject to the commercial criteria set within the associated promotional advertisement only.
c) Prizes are offered subject to availability.
d) Individual recipients of prizes are responsible for paying any personal income tax which may be due on receipt of the prize. Please check with your employer or the HMRC web site for further information. Rosslyn accepts no liability for any personal income tax, for which the recipient may be liable to pay, on receipt of the prize.
20. Third-Party Rights A person who is not a party to the Contract will have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
21. Proper law of contract This contract is subject to the law of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English Courts.