1. General
1.1) All quotations given, orders accepted, agreements and contracts entered into by Rotech Machines Ltd (“Rotech”) with any person (“Customer”) for supply of goods (“Goods”) and for services (“Services”) are subject to these conditions which supersede any previously issued.
1.2) In the event of any inconsistency between these Terms and Conditions and those of the Customer’s order, these Terms and Conditions shall prevail unless agreed in writing by an authorised representative of Rotech.
1.3) No quotation, estimate or proposal issued by Rotech shall be deemed a commitment to supply any Goods or Services
1.4) The Contract (“Contract”) shall be formed between Rotech and the Customer at the time Rotech accepts the Customer’s order. It may be accepted by issuing an order acknowledgement or by other means.
1.5) No amendments to the Customer’s order shall be valid unless agreed in writing by an authorised representative of Rotech.
1.6) Any typographical, clerical, or other error omission in any sales literature, price list or other document issued by Rotech shall be subject to correction without liability on the part of Rotech.
2. Prices
2.1) Whilst all quotations shall be valid for a period of thirty (30) days from the date of issue, Rotech reserve the right to change prices without notice. Prices do not include V.A.T.
2.2) Where agreed call-offs or order quantities are not adhered to by the Customer, Rotech reserve the right to amend the pricing structure in accordance with the quantities ordered.
3. Payment
3.1) All accounts are payable in accordance with the terms agreed at the time of Rotech’s acceptance of the Customer’s order. Unless otherwise agreed in writing, this is full payment of invoices without any deduction or off-set within thirty days (30) of the invoice date.
3.2) In the event of any default in payment, Rotech reserve the right to withhold delivery indefinitely and, at Rotech’s discretion, cancel all outstanding orders. Rotech further reserves the right to withdraw all credit facilities and trade only on payment-with-order terms.
3.3) The customer shall not pass the liability for payment to any third party.
4. Orders
4.1) Orders shall be accepted only against an official order number from the Customer.
4.2) If a telephone order is confirmed in writing, this must be clearly stated on the confirmation, together with the order number. Rotech cannot be held liable for any duplication of an order if this procedure is not followed.
4.3) The Customer shall be responsible to Rotech for ensuring the accuracy of the terms of any order, including any applicable specification, submitted by the Customer, and for giving to Rotech any necessary information relating to the Goods and Services in accordance with its terms.
4.4) The specification of the Goods and Services shall be that set out in the Customer’s order or as otherwise agreed in writing by Rotech.
4.5) In the event of an order being cancelled, this must be notified in writing to Rotech who reserve the right to charge a cancellation fee.
5. Risk and Title
5.1) The risk of the Goods shall pass to the Customer upon delivery, or if the Customer collects the Goods from Rotech, when the Goods are loaded onto transport at Rotech’s premises.
5.2) Title of the Goods shall not pass to the Customer until full payment has been received by Rotech. Until such payment has been made, the Customer shall insure the Goods to their full value against all insurable risks and shall produce to Rotech evidence of such if requested. This shall apply to all Goods, including those supplied on a loan, trial or rental basis.
5.3) Until such time as referred to in sub clause 5.2), Rotech may require the Customer to deliver up the Goods to Rotech and, if the Customer fails to do so forthwith, to enter any premises and repossess the Goods without prior notice. Rotech requires the Customer not to resell or part with possession of any Goods owned by Rotech until the Customer has paid in full all sums due to Rotech under this or any other contract.
6. Delivery
6.1) All delivery dates quoted are ex-works.
6.2) Whilst all reasonable steps will be taken to meet quoted delivery times, Rotech shall not be liable for any delay in delivery howsoever caused. Time for delivery shall not be of the essence unless previously and expressly agreed in writing by an authorised representative of Rotech.
6.3) Delivery of the Goods shall, unless otherwise agreed, be made by Rotech delivering the Goods to the location specified in the Customer order or by the Customer collecting the Goods at Rotech’s premises
6.4) Upon delivery, the Customer shall examine the Goods and notify Rotech within five working days of any defects or incompleteness. After this period, it shall be deemed that the delivery was accepted and no claims shall be entertained for damage to or loss of Goods.
6.5) Where the Goods are delivered by instalments, any breach by Rotech in respect of any one or more instalments shall not entitle the Customer to terminate the Contract in whole or in part.
7. Return of Goods
7.1) Rotech shall not accept any goods returned for credit unless previously agreed by an authorised representative of Rotech.
7.2) Rotech reserve the right to:
7.2.1) Refuse to accept any goods which are not in their original condition;
7.2.2) Levy a 20% handling charge on all goods returned.
8. Installation Work and Technical Support
8.1) In the event that work at the Customer’s premises (or any other third-party location) is unable to be commenced at a time previously agreed with the Customer, or completed due to the actions of the Customer, Rotech reserve the right to charge for all expenses incurred, including labour at the prevailing rate and any travel or accommodation costs.
8.2) The Customer shall indemnify Rotech against any liability or proceedings in respect of any:
8.2.1) personal injury or to death of any person in the course of or caused by the carrying out of work at the Customer’s premises;
8.2.2) damage whatsoever to any property or machinery in the course of or caused by the carrying out of work at the Customer’s premises.
8.3) Rotech shall not be liable for any damage caused to the Customer’s machinery as a result of technical advice given by Rotech, nor shall they be liable for any damage caused to machinery supplied by Rotech where the machinery has been modified by the Customer without Rotech’s instruction.
8.4) A service report generated on-site and signed by the Customer is certification of satisfactory completion of any works completed by Rotech
8.5) Where the Customer’s Goods are covered by a maintenance plan:
8.5.1) initial support response times can only be guaranteed within Rotech’s standard working hours;
8.5.2) emergency on-site response times exclude Rotech’s non-working days;
8.5.3) holiday telephone and email response times exclude Christmas Eve (24th December), Christmas Day (25th December), New Year’s Eve (31st December) and New Year’s Day (1st January);
8.5.4) courtesy systems provided during site visits are not guaranteed to be to the Customer’s specific specification
8.5.5) the Customer is subject to additional costs if Rotech’s engineers are not permitted access to the requested Goods within one (1) hour of arriving on-site.
8.5.6) the Customer is responsible for notifying Rotech of any faults that occurs with the Goods or if repairs are deemed necessary. Ad hoc visits made at the request of the Customer shall be charged at the rate outlined in the signed agreement including; travel to and from site, time on-site, and any parts fitted.
9. Warranty
9.1) Rotech warrants that the Goods manufactured by it will be free from defects in materials and workmanship for a period of twelve (12) months from the date of dispatch. Rotech shall not be held liable under the warranty of Goods that:
9.1.1) arise from any drawing, design or specification supplied by the Customer
9.1.2) were improperly installed, stored, used, modified, or operated including the use of tools, equipment or other items not approved by Rotech.
9.1.3) were not manufactured by Rotech in which case Rotech shall use reasonable endeavours to pass on to the Customer the benefits of any warranty or guarantee as is given by the manufacturer or supplier to Rotech.
9.2) In the event of a failure occurring within the warranty period Rotech shall provide the following warranty:
9.2.1) where the machine is located within mainland U.K., all parts and on-site labour shall be provided free of charge.
9.2.2) where the machine is located outside of mainland U.K., replacement parts shall be sent free of charge upon receipt of defective parts. Alternatively, the complete machine may be returned to Rotech for a free-of-charge repair.
In both instances all costs associated with the return of the Goods (parts or machinery) shall be met by the Customer.
9.3) Rotech shall not be liable for any incidental or consequential losses on the part of the Customer arising out of any failure of Goods supplied by Rotech. This includes but is not limited to any loss of revenue, business, profit, goodwill or anticipated savings.
9.4) Rotech shall not be liable for any defect arising from: fair wear and tear; negligence or abuse; abnormal working conditions; failure to follow Rotech instructions or any modifications made without Rotech’s approval.
9.5) Where the Customer’s Goods are covered by a maintenance plan:
9.5.1) an extended system warranty, the period of which is determined by the level of cover supplied, is offered in addition to the standard twelve (12) months as referred to in sub clause 9.1);
9.5.2) Rotech reserves the right to charge the Customer for any ink replaced under the Ink Guarantee, where the defect arises from negligence, abuse, or failure to follow Rotech instructions.
10. Agreements and Contracts
10.1) Where an agreement or contract requests a signature, Rotech reserves the right to withhold the provision of its associated Goods and Services for as long as the signature is incomplete.
10.2) The Customer may make requests to:
10.2.1) change the conditions, price, period, or level of cover of any agreement or contract once it has been signed;
10.2.2) forfeit or terminate the agreement or contract early;
10.2.3) purchase the Goods or renew the agreement or contract at the end of the period;
But Rotech reserves the right to decline these requests at its discretion.
11. Loans, trials, and rentals
11.1) The agreed Goods will be used for the Customers’ own purpose and cannot be hired or rented to any third party. The Customer will also ensure the equipment remains under their control throughout the agreed period.
11.2) Rotech reserves the right to withhold the provision of Goods as referred to in sub clause 10.1).
11.3) The Customer will be responsible for:
11.3.1) insuring the Goods against loss or damage during the period that the Goods are in their possession, as referred to in clause 5;
11.3.2) returning the Goods to Rotech in the same condition originally supplied. Any refurbishment costs excluding fair wear and tear, will be charged to the Customer.
11.4) The Goods will remain the property of Rotech throughout the period, as referred to in subclause 5.2).
11.5) Rotech cannot be held responsible for any damage caused to the Customers’ property, employees, or any third parties as a result of improper use or incorrect operation of the aforementioned Goods.
11.6) The Customer may request to change the agreement as referred to in sub clause 10.2)
11.7) The Goods are to be returned to Rotech at the expense of the Customer at the end of the period, to be received no later than four (4) days after.
12. Intellectual Property
All machinery is supplied on the express understanding that it is for the sole use of the Customer and that no technical information shall be disclosed to any third party without the written authorisation of Rotech.
13. Force Majeure
Rotech shall not be liable to the Customer for any delay in performing or failure to perform if the cause was beyond Rotech’s reasonable control. Such causes include, but are not limited to: flood; fire; accident; strikes; blockade; import or export regulations; difficulties in obtaining raw materials or labour; power failure; breakdown in machinery.
14. Termination
14.1) Rotech reserve the right at any time that by notice in writing to the Customer, terminate the Contract with effect from the date of service or such notice if:
14.1.1) the Customer commits a material breach of the Contract and fails to remedy such breach fourteen days after Rotech has given written notice to the Customer identifying the breach and requiring it to be remedied; or
14.1.2) the Customer is unable to pay its debts as they fall due within the meaning of Section 123 of the Insolvency Act 1986.
15. Law
These conditions shall be governed and construed in accordance with English Law and all disputes shall be submitted to the jurisdiction of the English courts. Failure to enforce any particular clause is not taken as a waiver of any other clauses.
Issue 3/Y23
