The Customer’s attention is particularly drawn to the provisions of clause 13.
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or a public holiday)
when banks in London are open for business.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in
accordance with clause 17.6.
Contract: the contract between the Supplier and the Customer for the supply
of Goods and/or Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods and/or Services
from the Supplier.
Delivery Location: has the meaning set out in clause 4.2.
Force Majeure Event: has the meaning given to it in clause 16.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any
relevant plans or drawings, that is agreed in writing by the Customer and the
Intellectual Property Rights: all patents, rights to inventions, utility models,
copyright and related rights, trade marks, service marks, trade, business and
domain names, rights in trade dress or get-up, rights in goodwill or to sue for
passing off, unfair competition rights, rights in designs, rights in computer
software, database right, topography rights, moral rights, rights in confidential
information (including know-how and trade secrets) and any other intellectual
property rights, in each case whether registered or unregistered and including
all applications for and renewals or extensions of such rights, and all similar
or equivalent rights or forms of protection in any part of the world.
Order: the Customer’s order for the supply of Goods and/or Services, as set
out in the Customer’s purchase order form, or the Customer’s written
acceptance of the Supplier’s quotation, as the case may be.
Services: the services supplied by the Supplier to the Customer as set out in
the Service Specification.
Service Specification: the description or specification for the Services
provided in writing by the Supplier to the Customer.
Supplier: Romax Marketing & Distribution Ltd registered in England and
Wales with company number 3383596.
BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or
Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues
written acceptance of the Order at which point and on which date the Contract
shall come into existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The
Customer acknowledges that it has not relied on any statement, promise,
representation, assurance or warranty made or given by or on behalf of the
Supplier which is not set out in the Contract.
2.4 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.
2.5 Any quotation given by the Supplier shall not constitute an offer, and is only
valid for a period of 30 Business Days from its date of issue.
2.6 All of these Conditions shall apply to the supply of both Goods and Services
except where application to one or the other is specified.
3.1 The Goods are described in the Goods Specification.
3.2 The Customer shall indemnify the Supplier 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 the Supplier in connection with any claim made against the
Supplier for actual or alleged infringement of a third party’s intellectual
property rights arising out of or in connection with the Supplier’s use of the
Goods Specification. This clause 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend the Goods Specification if required
by any applicable statutory or regulatory requirements.
DELIVERY OF GOODS
4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by
a delivery note which shows the date of the Order, all relevant Customer and
Supplier reference numbers, the type and quantity of the Goods, and, if the
Order is being delivered by instalments, the outstanding balance of Goods
remaining to be delivered.
4.2 The Supplier 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 the Supplier notifies the Customer that the Goods are ready.
4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery
4.4 Any dates quoted for delivery of the Goods are approximate only, and the
time of delivery is not of the essence. The Supplier 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 the Supplier with adequate delivery instructions
or any other instructions that are relevant to the supply of the Goods.
4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the
costs and expenses incurred by the Customer in obtaining replacement
goods of similar description and quality in the cheapest market available, less
the price of the Goods. The Supplier shall have no liability for any failure to
deliver the Goods to the extent that such failure is caused by a Force Majeure
Event the Customer’s failure to provide the Supplier with adequate delivery
instructions for the Goods or any relevant instruction related to the supply of
4.6 If the Customer fails to take delivery of the Goods within two Business Days
of the Supplier notifying the Customer that the Goods are ready, then except
where such failure or delay is caused by a Force Majeure Event or by the
Supplier’s failure to comply with its obligations under the Contract in respect
of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at
9.00 am on the second Business Day following the day on which the
Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until delivery takes place, and
charge the Customer for all related costs and expenses (including
4.7 If ten Business Days after the Supplier notified the Customer that the Goods
were ready for delivery the Customer has not taken delivery of them, the
Supplier may 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.
4.8 The Supplier may deliver the Goods by instalments, which shall be invoiced
and paid for separately. Each instalment shall constitute a separate contract.
Any delay in delivery or defect in an instalment shall not entitle the Customer
to cancel any other instalment.
4.9 Any remaining items requiring returning to the Customer shall be returned
using its choice of delivery method.
QUALITY OF GOODS
5.1 The Supplier warrants that on delivery the Goods shall:
(a) conform with their description and the Goods Specification;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods
Act 1979); and
(d) be fit for any purpose held out by the Supplier.
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing within a reasonable time of
delivery that some or all of the Goods do not comply with the
warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such
(c) the Customer (if asked to do so by the Supplier) returns such Goods
to the Supplier’s place of business at the Customer’s cost,
the Supplier shall, at its option, repair or replace the defective Goods,
or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for the Goods’ failure to comply with the
warranty in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving a
notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Supplier’s
oral or written instructions as to the storage, installation,
commissioning, use or maintenance of the Goods or (if there are
none) good trade practice;
(c) the defect arises as a result of the Supplier following any drawing,
design or Goods Specification supplied by the Customer;
(d) the defect arises as a result of fair wear and tear, wilful damage,
negligence, or abnormal working conditions;
(e) the Goods differ from the Goods Specification as a result of changes
made to ensure they comply with applicable statutory or regulatory
5.4 Except as provided in this clause 5, the Supplier shall have no liability to the
Customer in respect of the Goods’ failure to comply with the warranty set out
in clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or replacement
Goods supplied by the Supplier under clause 5.2.
TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the Supplier has
received payment in full (in cash or cleared funds) for:
(a) the Goods; and
(b) any other goods that the Supplier has supplied to the Customer.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) hold the Goods on a fiduciary basis as the Supplier’s bailee;
(b) store the Goods separately from all other goods held by the
Customer so that they remain readily identifiable as the Supplier’s
(c) not remove, deface or obscure any identifying mark or packaging on
or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured
against all risks for their full price on the Supplier’s behalf from the
date of delivery;
(e) notify the Supplier immediately if it becomes subject to any of the
events listed in clause 12.2; and
(f) give the Supplier such information relating to the Goods as the
Supplier may require from time to time,
but the Customer may resell or use the Goods in the ordinary course of its
6.4 If before title to the Goods passes to the Customer the Customer becomes
subject to any of the events listed in clause 12.2 or the Supplier reasonably
believes that any such event is about to happen and notifies the Customer
accordingly, then, provided the Goods have not been resold, or irrevocably
incorporated into another product, and without limiting any other right or
remedy the Supplier may have, the Supplier may at any time require the
Customer to deliver up the Goods and, 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.
SUPPLY OF SERVICES
7.1 The Supplier shall provide the Services to the Customer in accordance with
the Service Specification in all material respects.
7.2 The Supplier shall use all reasonable endeavours to meet any performance
dates for the Services specified in the Order, but any such dates shall be
estimates only and time shall not be of the essence for the performance of the
7.3 The Supplier is IIP recognised, ISO 14001, ISO 9001 and ISO 27001, and
abides by the values and requirements set out in these accreditations.
7.4 The Supplier shall have the right to either refuse to conduct the Services or
make any changes to the Services which are necessary to comply with any
applicable law or requirement such as those contained within the Royal Mail
Mailing House Scheme, Advertising Standards Authority guidelines, British
Code of Sales Promotion & Practice and the Association of Householders’
Code of Practice, or which do not materially affect the nature or quality of the
Services, and the Supplier shall notify the Customer in any such event.
7.5 The Supplier warrants to the Customer that subject to clause 8 the Services
will be provided using reasonable care and skill.
(a) the Customer gives notice in writing within a reasonable time of
delivery of the Services that they do not comply with the warranty set
out in clause 7.5;
(b) the Supplier is given a reasonable opportunity to investigate whether
the Services comply with the warranty set out in clause 7.5; and
(c) the Supplier agrees that such warranty was breached;
the Supplier shall, at its option, replace the Services or refund the
price of the defective Services in full.
8.1 The Supplier shall on occasions organise the supply of Goods and Services
through a third party (Third Party).
8.2 The Supplier shall merely act as agent in such cases and unless the fee was
specifically included in the Order the responsibility for payment to the Third
Party shall rest with the Customer.
8.3 In the event that the Customer is unhappy with the Goods and/or Services
provided by the Third Party they shall be required to seek rectification from
the Third Party direct although the Supplier will assist where possible in
communicating the dissatisfaction to the Third Party and with organising the
Goods and/or Services being supplied by a different Third Party.
8.4 The Supplier is not liable for any actions or omissions of the Third Party.
8.5 The Customer agrees not to contact the Third Party direct for a period of one
year following the first contact with the Third Party.
9.1 The Customer shall:
(a) ensure that the terms of the Order and (if submitted by the
Customer) the Goods Specification are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier with such information and materials as the
Supplier may reasonably require to supply the Services, and ensure
that such information is accurate in all material respects.
9.2 If the Supplier’s performance of any of its obligations in respect of the
Services is prevented or delayed by any act or omission by the Customer or
failure by the Customer to perform any relevant obligation (Customer
(a) the Supplier shall without limiting its other rights or remedies have
the right to suspend performance of the Services until the Customer
remedies the Customer Default, and to rely on the Customer Default
to relieve it from the performance of any of its obligations to the
extent the Customer Default prevents or delays the Supplier’s
performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or
incurred by the Customer arising directly or indirectly from the
Supplier’s failure or delay to perform any of its obligations as set out
in this clause 9.2; and
(c) the Customer shall reimburse the Supplier on written demand for any
costs or losses sustained or incurred by the Supplier arising directly
or indirectly from the Customer Default.
CHARGES AND PAYMENT
10.1 The price for Goods and Services shall be the price set out in the Order. The
price of the Goods and Services are (unless specified) exclusive of all costs
and charges of packaging, insurance, transport of the Goods, which shall be
paid by the Customer when it pays for the Goods.
10.2 The Supplier reserves the right to:
(a) increase its fee rates for the charges for the Services and in such
circumstances will give the Customer 30 days’ written notice of any
such increase. If such increase is not acceptable to the Customer, it
shall notify the Supplier in writing within one week of the date of the
Supplier’s notice and the Supplier shall have the right without limiting
its other rights or remedies to terminate the Contract by giving one
weeks’ written notice to the Customer; and
(b) increase the price of the Goods, by giving notice to the Customer at
any time before delivery, to reflect any increase in the cost of the
Goods to the Supplier that is due to:
(i) any factor beyond the control of the Supplier (including
foreign exchange fluctuations, increases in taxes and duties,
and increases in labour, materials and other manufacturing
(ii) any request by the Customer to change the delivery date(s),
quantities or types of Goods ordered, or the Goods
(iii) any delay caused by any instructions of the Customer in
respect of the Goods or failure of the Customer to give the
Supplier adequate or accurate information or instructions in
respect of the Goods.
10.3 The Supplier reserves the right to demand a full or partial payment for the
Goods and/or Services upfront at the time the Order is placed. In such
circumstances the Supplier shall not process the Order until payment has
been received and shall be entitled to terminate the Contract pursuant to
clause 14.3 if payment is not received.
10.4 Subject to clause 10.3; in respect of Goods, the Supplier shall invoice the
Customer on or at any time after completion of delivery and in respect of
Services, the Supplier shall invoice the Customer monthly in arrears or at any
time after the completion of the Services.
10.5 The Customer shall pay each invoice submitted by the Supplier:
(a) within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by
the Supplier, and
time for payment shall be of the essence of the Contract.
10.6 All amounts payable by the Customer under the Contract are exclusive of
amounts in respect of value added tax chargeable from time to time (VAT).
Where any taxable supply for VAT purposes is made under the Contract by
the Supplier to the Customer, the Customer shall, on receipt of a valid VAT
invoice from the Supplier, pay to the Supplier such additional amounts in
respect of VAT as are chargeable on the supply of the Services or Goods at
the same time as payment is due for the supply of the Services or Goods.
10.7 If the Customer fails to make any payment due to the Supplier under the
Contract by the due date for payment, then the Customer shall pay interest on
the overdue amount at the rate of 8% per annum above the 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.
10.8 The Customer shall pay all amounts due under the Contract in full without any
set-off, counterclaim, deduction or withholding except as required by law. The
Supplier may, without limiting its other rights or remedies, set off any amount
owing to it by the Customer against any amount payable by the Supplier to
11.1 The price of the Goods/Services shall increase if the data received is
inaccurate and/or incorrect.
11.2 The price of the Goods/Services shall increase to cover the Supplier’s cost of
manipulating the data to ensure accurate postal addressing.
11.3 The Supplier shall remove all data from its system upon payment of an
invoice in respect of that work.
11.4 The Supplier will sometimes need to clean the data received from third parties
in order to comply with its obligations under the Data Protection Act and any
other relevant legislation; in such an event the price of the Goods/Services
will increase to cover these costs.
11.5 The Supplier may retain information that the Customer provides to it and may
use such information to enable it to offer the Customer information about
goods and/or services which it feels may be of interest to the Customer both
from itself and third parties. Such information shall be available for inspection
in accordance with the Data Protection Act 1984.
11.6 The Customer can notify the Supplier that it does not wish for its information
to be used by providing it with written notice.
INTELLECTUAL PROPERTY RIGHTS
12.1 All Intellectual Property Rights in or arising out of or in connection with the
Services shall be owned by the Supplier.
12.2 The Customer acknowledges that, in respect of any third party Intellectual
Property Rights in the Services, the Customer’s use of any such Intellectual
Property Rights is conditional on the Supplier obtaining a written licence from
the relevant licensor on such terms as will entitle the Supplier to license such
rights to the Customer.
LIMITATION OF LIABILITY:
13.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence
of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and
Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by section 12 of the Sale of Goods Act
1979 (title and quiet possession); or
(e) defective products under the Consumer Protection Act 1987.
13.2 Subject to clause 13.1:
(a) In accordance with clause 8.4 the Supplier is not liable for any acts
or omissions of a Third Party;
(b) the Supplier shall under no circumstances whatever 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 ;
(c) the Supplier’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 the total amount paid
under the Order.
13.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the
terms implied by sections 3 to 5 of the Supply of Goods and Services Act
1982 are, to the fullest extent permitted by law, excluded from the Contract.
13.4 This clause 13 shall survive termination of the Contract.
14.1 Without limiting its other rights or remedies either party may terminate the
Contract by giving the other party not less than 14 days’ written notice.
14.2 Without limiting its other rights or remedies, each party may terminate the
Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under this
Contract and (if such breach is remediable) fails to remedy that
breach within 14 days after receipt of notice in writing to do so;
(b) the other party suspends, or threatens to suspend, payment of its
debts or is unable to pay its debts as they fall due or admits inability
to pay its debts or (being a company or limited liability partnership) is
deemed unable to pay its debts within the meaning of section 123 of
the Insolvency Act 1986 or (being an individual) is deemed either
unable to pay its debts or as having no reasonable prospect of so
doing, in either case, within the meaning of section 268 of the
Insolvency Act 1986 or (being a partnership) has any partner to
whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its
creditors with a view to rescheduling any of its debts, or makes a
proposal for or enters into any compromise or arrangement with its
creditors other than (where a company) for the sole purpose of a
scheme for a solvent amalgamation of that other party with one or
more other companies or the solvent reconstruction of that other
(d) a petition is filed, a notice is given, a resolution is passed, or an order
is made, for or in connection with the winding up of the other party
(being a company) other than for the sole purpose of a scheme for a
solvent amalgamation of the other party with one or more other
companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy
petition or order;
(f) an application is made to court, or an order is made, for the
appointment of an administrator or if a notice of intention to appoint
an administrator is given or if an administrator is appointed over the
other party (being a company);
(g) the other party suspends, threatens to suspend, ceases or threatens
to cease to carry on, all or substantially the whole of its business; or
(h) the other party’s financial position deteriorates to such an extent that
in the Supplier’s opinion the Customer’s capability to adequately fulfil
its obligations under the Contract has been placed in jeopardy.
14.3 Without limiting its other rights or remedies, the Supplier may terminate the
Contract with immediate effect by giving written notice to the Customer if the
Customer fails to pay any amount due under this Contract on the due date for
14.4 Without limiting its other rights or remedies, the Supplier may suspend the
supply of Services or all further deliveries of Goods under the Contract or any
other contract between the Customer and the Supplier if the Customer fails to
pay any amount due under this Contract on the due date for payment, the
Customer becomes subject to any of the events listed in clause 14.2, or the
Supplier reasonably believes that the Customer is about to become subject to
any of them.
CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all of the
Supplier’s outstanding unpaid invoices and interest and, in respect of
Services supplied but for which no invoice has yet been submitted,
the Supplier shall submit an invoice, which shall be payable by the
Customer immediately on receipt;
(b) in the case of the Customer terminating the Contract any monies
paid in advance by the Customer shall be forfeited and not returned
by the Supplier;
(c) the accrued rights and remedies of the parties as at termination shall
not be affected, including the right to claim damages in respect of
any breach of the Contract which existed at or before the date of
termination or expiry; and
(d) clauses which expressly or by implication have effect after
termination shall continue in full force and effect.
16.1 For the purposes of this Contract, Force Majeure Event means an event
beyond the reasonable control of the Supplier including but not limited to
strikes, lock-outs or other industrial disputes (whether involving the workforce
of the Supplier or any other party), failure of a utility service or transport
network, act of God, war, riot, civil commotion, malicious damage, compliance
with any law or governmental order, rule, regulation or direction, accident,
breakdown of plant or machinery, fire, flood, storm or default of suppliers or
16.2 The Supplier shall not be liable to the Customer as a result of any delay or
failure to perform its obligations under this Contract as a result of a Force
17.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge,
subcontract or deal in any other manner with all or any of its rights
under the Contract and may subcontract or delegate in any manner
any or all of its obligations under the Contract to any third party.
(b) The Customer shall not, without the prior written consent of the
Supplier, assign, transfer, charge, subcontract, declare a trust over
or deal in any other manner with all or any of its rights or obligations
under the Contract.
(a) Any notice or other communication given to a party under or in
connection with this 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 or sent by prepaid firstclass post
or other next working day delivery service, or by commercial courier.
(b) A notice or other communication shall be deemed to have been
received: if delivered personally, when left at the address referred to
in clause 12.2(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.
(c) The provisions of this clause shall not apply to the service of any
proceedings or other documents in any legal action
(a) 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 partprovision
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.
(b) If one party gives notice to the other of the possibility that any
provision or part-provision of this Contract is invalid, illegal or
unenforceable, the parties shall negotiate in good faith to amend
such provision so that, as amended, it is legal, valid and enforceable,
and, to the greatest extent possible, achieves the intended
commercial result of the original provision.
17.4 Waiver. No failure or delay by a party in exercising any right or remedy under
the Contract or by law shall constitute a waiver of that or any other right or
remedy, nor prevent or restrict its further exercise of that or any other right or
remedy. No single or partial exercise of such right or remedy shall prevent or
restrict the further exercise of that or any other right or remedy.
17.5 Third parties. A person who is not a party to the Contract shall not have any
rights to enforce its terms.
17.6 Variation. Except as set out in these Conditions, no variation of the Contract,
including the introduction of any additional terms and conditions shall be
effective unless it is agreed in writing and signed by the Supplier.
17.7 Governing law. This agreement and any dispute or claim arising out of or in
connection with it or its subject matter or formation (including non-contractual
disputes or claims) shall be governed by and construed in accordance with
the law of England and Wales.
17.8 Jurisdiction Each party irrevocably agrees that the courts of England and
Wales shall have exclusive jurisdiction to settle any dispute or claim arising
out of or in connection with this Contract or its subject matter or formation
(including non-contractual disputes or claims).