The customer's attention is drawn in particular to the provisions of clause 9.

1. INTERPRETATION
   1. Definitions.
      

      Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

      Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.4.

      Contract: the contract between RV Astley and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

      Customer: the person or firm who purchases the Goods from RV Astley.

      Force Majeure Event: an event or circumstance beyond a party's reasonable control.

      Goods: the goods (or any part of them) set out in the Order.

      Order: the Customer's order for the Goods, as set out in the Customer's purchase order form, the Customer's written acceptance of RV Astley's quotation, or overleaf, as the case may be.

      Specification: any specification for the Goods, including any related plans, images and drawings, that is agreed by the Customer and RV Astley.

      RV Astley: RV Astley Limited (registered in England and Wales with company number 08015872).

   2. Interpretation:
      1. a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
      2. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
      3. a reference to writing or written includes faxes and emails.
2. BASIS OF CONTRACT
   1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   2. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate. All orders must be confirmed in writing by the Customer.
   3. The Order shall only be deemed to be accepted when RV Astley:
      1. Performs any act consistent with fulfilling the order; or
      2. issues a written acceptance of the Order at which point the Contract shall come into existence.
   4. Any samples, drawings, descriptive matter or advertising produced by RV Astley and any descriptions or illustrations contained in RV Astley's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
   5. Any typographical, clerical or other error or omission in any sales literature, quotation, acceptance or offer, invoice or other document or information issued by RV Astley shall be subject to correction without liability on RV Astley.
   6. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied or any statement, promises, representation, assurance or warranty made or given by or on behalf of RV Astley which is not set out in this Contract. For the avoidance of doubt, any advice or recommendation provided by RV Astley shall not form part of this Contract and shall not be relied upon by the Customer.
   7. No order which has been accepted by RV Astley may be cancelled by the Customer except with the agreement in writing of RV Astley or on the terms that the Customer shall indemnify RV Astley in full against all loss (including the cost of labour and materials used), damages, charges and expenses incurred by RV Astley as a result of cancellation.
3. GOODS
   1. The Goods are described in RV Astley's catalogue or price list as modified by any applicable Specification.
   2. To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify RV Astley against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by RV Astley in connection with any claim made against RV Astley for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with RV Astley's use of the Specification. This clause 3.2 shall survive termination of the Contract.
   3. RV Astley reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
4. DELIVERY
   1. RV Astley shall ensure that:
      1. each delivery of the Goods is accompanied by a delivery note that shows the date of the Order,, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
      2. if RV Astley requires the Customer to return any packaging materials to RV Astley, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as RV Astley shall reasonably request. Returns of packaging materials shall be at RV Astley's expense.
   2. RV Astley shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after RV Astley notifies the Customer that the Goods are ready. All deliveries are made Monday to Friday between 9:00am and 5:30pm. Deliveries will be made to business addresses only, direct deliveries are to be made by separate agreement only. Please contact us for further details.
   3. Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
   4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. RV Astley shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide RV Astley with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   5. If RV Astley fails to deliver the Goods by a specific date we cannot accept any liabilities for installers charges etc, if we, or our carriers, fail to do so and orders are only accepted on this basis. RV Astley shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide RV Astley with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   6. If the Customer fails to take delivery of the Goods within three Business Days of RV Astley notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or RV Astley's failure to comply with its obligations under the Contract:
      1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which RV Astley notified the Customer that the Goods were ready; and
      2. RV Astley shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
   7. If ten Business Days after the day on which RV Astley notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, RV Astley may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
   8. RV Astley may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. CUSTOMER ORDER CANCELLATIONS
   1. In the event the customer wishes to cancel an order then this must be confirmed in writing to the Sales Team. Verbal cancellations shall not be accepted, and cancellations made after the delivery date may still be charged.
6. QUALITY
   1. Where RV Astley is not the manufacturer of the Goods, RV Astley shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to RV Astley.
   2. RV Astley warrants that on delivery the Goods shall:
      1. conform in all material respects with their description and any applicable Specification; and
      2. be free from material defects in design, material and workmanship.
   3. Subject to clause 5.4, if:
      1. the Customer gives notice in writing to RV Astley [via RV Astley's website] within a [5 Working Days] of delivery that some or all of the Goods do not comply with the warranty set out in clause 5.2;
      2. RV Astley is given a reasonable opportunity of examining such Goods; and
      3. the Customer (if asked to do so by RV Astley) returns such Goods to RV Astley's place of business at RV Astley's cost.
      4. Drivers will only collect authorised items which MUST be packaged securely in all its original packaging, void of any writing on the box and clearly labelled with the returns form.
      
      

   RV Astley shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

   4. RV Astley shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.2 in any of the following events:
      1. the Customer makes any further use of such Goods after giving notice in accordance with clause 5.3;
      2. the defect arises because the Customer failed to follow RV Astley's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
      3. the defect arises as a result of RV Astley following any drawing, design or Specification supplied by the Customer;
      4. the Customer alters or repairs such Goods without the written consent of RV Astley;
      5. the Customer has ordered a spare part for the Goods which it has fitted to the Goods;
      6. the Customer has removed the branding from the Goods;
      7. the Customer has sold and delivered the Goods onto their own customer,
      8. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
      9. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
   5. Except as provided in this clause 5, RV Astley shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.2.
   6. 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. These Conditions shall apply to any repaired or replacement Goods supplied by RV Astley.
7. TITLE AND RISK
   1. The risk in the Goods shall pass to the Customer on completion of delivery.
   2. Title to the Goods shall not pass to the Customer until:
      1. RV Astley receives payment in full (in cash or cleared funds) for the Goods and any other goods that RV Astley has supplied to the Customer.
   3. Until title to the Goods has passed to the Customer, the Customer shall:
      1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as RV Astley's property;
      2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      4. notify RV Astley immediately if it becomes subject to any of the events listed in clause 8.1; and
      5. give RV Astley such information relating to the Goods as RV Astley may require from time to time.
   4. Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before RV Astley receives payment for the Goods. However, if the Customer resells the Goods before that time:
      1. it does so as principal and not as RV Astley's agent; and
      2. title to the Goods shall pass from RV Astley to the Customer immediately before the time at which resale by the Customer occurs.
   5. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.1, then, without limiting any other right or remedy RV Astley may have:
      1. the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
      2. RV Astley may at any time:
         1. require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
         2. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
8. PRICE AND PAYMENT
   1. The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in RV Astley's published price list in force as at the date of delivery.
   2. RV Astley may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
      1. any factor beyond RV Astley's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
      2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
      3. any delay caused by any instructions of the Customer or failure of the Customer to give RV Astley adequate or accurate information or instructions.
   3. The price of the Goods:
      1. excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to RV Astley at the prevailing rate, subject to the receipt of a valid VAT invoice; and
      2. excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
   4. RV Astley may invoice the Customer for the Goods on or at any time after the completion of delivery.
   5. The Customer shall pay the invoice in full and in cleared funds within the agreed terms from the date of the invoice, unless agreed otherwise by RV Astley. Payment shall be made to the bank account nominated in writing by RV Astley. Time of payment is of the essence.
   6. If the Customer fails to make any payment due to RV Astley under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of [4]% per annum above Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
   7. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). RV Astley may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by RV Astley to the Customer.
9. TERMINATION
   1. Without limiting its other rights or remedies, RV Astley may terminate this Contract with immediate effect by giving written notice to the Customer if:
      1. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;
      2. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
      4. the Customer's financial position deteriorates to such an extent that in RV Astley's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
   2. Without limiting its other rights or remedies, RV Astley may suspend provision of the Goods under the Contract or any other contract between the Customer and RV Astley if the Customer becomes subject to any of the events listed in clause 8.1(a) to clause 8.1(d), or RV Astley reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
   3. Without limiting its other rights or remedies, RV Astley may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.
   4. On termination of the Contract for any reason the Customer shall immediately pay to RV Astley all of RV Astley's outstanding unpaid invoices and interest.
   5. Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
   6. 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.
10. LIMITATION OF LIABILITY
    1. Nothing in these Conditions shall limit or exclude RV Astley's liability for:
       1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
       2. fraud or fraudulent misrepresentation;
       3. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
       4. defective products under the Consumer Protection Act 1987.
    2. Subject to clause 9.1:
       1. RV Astley shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
       2. RV Astley's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed [100%] of the price of the Goods.
11. FORCE MAJEURE

    Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for [16] [weeks], the party not affected may terminate this Contract by giving [4] [weeks] written notice to the affected party.

12. GENERAL
    1. Assignment and other dealings.
       1. RV Astley may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
       2. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of RV Astley.
    2. Confidentiality.
       1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2(b).
       2. Each party may disclose the other party's confidential information:
          1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 11.2; and
          2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
       3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
    3. Entire agreement.
       1. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
       2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
    4. Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    5. Waiver. A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
       1. waive that or any other right or remedy; nor
       2. prevent or restrict the further exercise of that or any other right or remedy.
    6. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
    7. Notices.
       1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax or email.
       2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.7(a); 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; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
       3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    8. Internet Sales. All companies wishing to place any products supplied by R V Astley on the internet must request to do so in writing. Anyone failing to do so will be asked to remove said items from the internet. R V Astley will only sanction selling of their products on agreed customers "own website". On no account are any R V Astley products to be sold on any auction or general merchant website such as eBay or Amazon.
    9. Third party rights. No one other than a party to this Contract shall have any right to enforce any of its terms.
    10. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
    11. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
    12. Copyright Law Applies. For our updated GDPR policy, please see full details in our Privacy Policy. Also please be assured that R V Astley takes the greatest care to secure your personal details.