Definitions and interpretation
1. In these terms and conditions, unless expressly stated otherwise:
1.1 “the Company” means Rosetti Limited (company no. 316979) whose registered office is at 6 Banters Lane Business Park, Main Road, Chelmsford, Essex. CM3 1QX;
1.2 “the Goods” means any of the Company’s goods ordered by you from time to time pursuant to these terms and conditions;
1.3 “the Price” means the price for the Goods contained in the Company’s current catalogue as modified from time to time;
1.4 “you, your” means the person to whom the Company is providing the Goods in the ordinary course of business subject to these terms and conditions;
1.5 the clause headings do not form part of these terms and conditions and shall not be taken into account in their construction or interpretation;
1.6 words importing one gender shall include all genders, words importing the singular shall include the plural and vice versa;
1.7 any reference to a statutory provision shall be deemed to include a reference to any statutory modification or re-enactment of it.
Conditions
2.1 These conditions shall apply to all contracts for the sale of the Goods by the Company to you to the exclusion of all other terms and conditions and any representations or warranties whether written, oral or implied made by or on behalf of the Company.
2.2 No variation or addition to these terms and conditions shall be effective unless agreed in writing by the Company.
2.3 No contract for the sale of Goods shall arise until you notify the Company in writing of your order for Goods and you have paid in full any deposit demanded by the Company in respect of the Goods.
2.4 Your statutory rights will not be affected by anything contained in these terms and conditions.
Prices and description
3.1 The Company reserves the right to revise the Price prior to delivery of the Goods but if you have paid the Price in full prior to delivery of the Goods, then the Company will not revise the Price without obtaining your prior written consent.
3.2 The Company reserves the right to restrict from time to time which Goods will be made available for general sale to you. Some Goods may only be available to trade customers or suppliers. The Company will use reasonable endeavours to specify in its catalogue which Goods will not be available for general sale to you but, where this is not possible, the Company shall not be liable to compensate you for any reason.
Payments
4.1 The Company’s invoice for the Goods must be paid in full, free from any deduction for any set off, counterclaim or otherwise, howsoever arising. Time for payment shall be of the essence and any failure by you to pay by the deadline specified shall entitle the Company at its option and, in addition to all other remedies available to it at law, to treat your contract with Company as having been cancelled by you.
4.2 Payment must be made by bank transfer, cheque, debit card or credit card (an administrative charge may be made in respect of payments made by debit or credit card) in the currency specified on the Company’s invoice.
4.3 The Company reserves the right to decline accepting debit or credit card payments in any currency other than pounds sterling.
4.4 You will indemnify the Company against all bank charges properly incurred by the Company in processing your payment(s).
4.5 An administrative charge of £10 will be charged to you on each occasion any payment made to the Company by you by cheque does not clear on presentation to the Company’s bank.
Warranty
5. All warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Goods, whether implied by statute, common law or otherwise are excluded to the extent that the law allows.
Delivery
6.1 Delivery of the Goods shall be made to your address, as specified by you in writing, once your payment to the Company for the Goods has cleared. You shall make all arrangements necessary to take delivery of the Goods.
6.2 Whilst every reasonable effort shall be made by the Company to honour any specified delivery date, time of delivery shall not be of the essence and the Company shall not be liable for any losses, costs, damages or expenses incurred by you arising directly or indirectly out of any failure to meet such estimated delivery date.
6.3 The Company shall not in any circumstances be liable for the consequences of:
6.3.1 Any delay in delivery where the duration the delay is not substantial;
6.3.2 Any failure to deliver the Goods is due to an act of God, industrial action, inclement or exceptional weather conditions or any other cause whatsoever which is beyond the Company’s control or of an unexpected or exceptional nature.
Property and risk
7.1 The risk in the Goods will pass to you upon delivery by the Company notwithstanding that title may not yet have passed to you from the Company.
7.2 The Company’s carriers require any shortages in or damage to the Goods to be reported to them within 3 days of delivery. You must therefore report any problems in writing to the Company within that time. If the Goods cannot be inspected immediately the consignment should be signed for “unexamined” but the Company must still be notified of any damage within 3 days, failing which you will be deemed to have accepted the Goods. In the event of a claim the Company’s carrier may wish to examine the packaging, which must be retained (including the outer carton), by you.
7.3 Any claims you may wish to make in respect of non-delivery of Goods must be made to the Company in writing within 7 days of receipt of the Company’s invoice, failing which the Company will not accept any liability for non-delivery.
Cancellations and returns
8.1 The Company will accept any Goods returned by you only on prior notification and provided the Company has agreed to accept the return of the Goods. An advice note, quoting the original invoice number must be posted by you to the Company on the same day as the Goods are despatched and a copy must be packed inside the parcel. The price of the Goods will be credited to you at original invoice value only if returned in their original packing. Damage incurred because of inadequate repackaging by you will be your responsibility and the Company reserves the right to impose any additional charges in this respect as in its discretion it determines. In the event of goods not required then the company must be notified within 30 days. All goods must be inspected on receipt within 3 days.
8.2 Any refunds made pursuant to clause 8.1 above shall be paid by the same method used at the time of your purchase.
8.3 In the event of cancellation you will indemnify the Company against all losses, costs, damages, charges and expenses incurred by the Company as a result of the cancellation.
Title in the Goods
9.1 Notwithstanding delivery and the passing of risk, legal, equitable and beneficial ownership of the Goods shall remain with the Company until payment has been received in full.
9.2 In the event of non-payment within the terms agreed, the Company reserves the right to enter your property and repossess the Goods, cancel the contract and suspend any further deliveries. The Company maintains the right to bring an action for the price notwithstanding that it still retains ownership of the Goods.
No waiver
10. Any failure by the Company to insist that you perform any of your obligations under these terms and conditions shall not be deemed to be a waiver of its rights or remedies in respect of any present or future default by you.
Liability
11. The liability of the Company under these terms and conditions shall at all times be limited to the price of the Goods.
Dispute resolution
12. All disputes and differences between the Company and you in connection with the delivery of the Goods under these terms and conditions shall be referred to arbitration in accordance with the Arbitration Act 1996, for determination by a single arbitrator nominated in default of agreement between the Company and you by the then President of the Chartered Institute of Arbitrators at the request of either the Company or you.
General
13.1 If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of them and the remainder of the provision in question shall not be affected.
13.2 These terms and conditions shall be governed by the law of England, and you agree to submit to the non-exclusive jurisdiction of the English courts.