Terms and Conditions of Sale
These Conditions form the basis of the Contract that will govern the dealings between the Supplier and the Customer. They apply to the supply of Goods and Goods and Services to both Business Customers and Consumers. Please read the definitions below carefully to identify on what basis you are contracting with the Supplier. If you are unsure then please ask the Supplier. Some Conditions will apply just to Business Customers and some just to Consumers and these are clearly marked as such. If a Condition is silent on this subject then it applies equally to both Business Customers and Consumers. The latest version of these Conditions may be obtained at anytime from the Supplier's website or by contacting the Supplier directly.
The Customer's attention is particularly drawn to the provisions of Clause 13.
1.1 In these Conditions, the following definitions apply:
means any Goods which are made to specific measurements requested by the Customer, carry the branding of the Customer or any other bespoke or customised features chosen by the Customer such as the covering material or colour of the relevant Goods;
means any customer that is ordering and receiving Goods or Goods and Services whilst acting in the course of his trade, business, craft or profession;
means a day (other than a Saturday, Sunday or a public holiday);
has the meaning set out in Clause 2.4;
means these Terms and Conditions of Sale as amended from time to time in accordance with Clause 20;
means any customer that is acting as a "consumer"; that is a natural person who is not acting in the course of his trade, business, craft or profession. If you are buying Goods or Goods and Services for your home then you are likely to be a Consumer;
means the contract between the Supplier and the Customer formed in accordance with Clause 2 for the supply of Goods or Goods and Services in accordance with these Conditions;
means the person or firm who purchases the Goods or Goods and Services and who will either be a Business Customer or a Consumer;
has the meaning set out in Clause 5.2;
"Force Majeure Event"
has the meaning given to it in Clause 17.1;
means any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier;
means the goods (or any part of them) set out in the Order (which includes for the avoidance of doubt any Bespoke Goods) which the Supplier agrees in a Contract to supply to the Customer;
"Intellectual Property Rights"
means 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;
means the Customer's order for the supply of Goods or Goods and Services placed by the Customer by telephone or by mail order in accordance with the instructions set out in the Supplier's brochures and catalogues or the Tender Document (where relevant);
means the description or specification for the Services provided in writing by the Supplier to the Customer;
means the installation services and/or any other services supplied by the Supplier to the Customer as set out in the Service Specification;
has the meaning set out in Clause 9.1.9;
means Rompa Limited registered in England and Wales with company number 04011415;
means the tender document that may be supplied by the Supplier to the Customer as part of any Contract for the supply of Goods and Services as amended by the written agreement of the parties, and which may include a Goods Specification and a Services Specification, a quotation for the Goods and Services, and details relating to the Supplier.
1.2 In these Conditions, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a party includes its personal representatives, successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory 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;
1.2.4 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; and
1.2.5 a reference to writing or written includes faxes and e-mails.
2. Basis of contract
2.1 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.
2.2 The Customer should ensure that the details in these Conditions and the Order are complete and accurate before committing itself to the Contract. If the Customer considers that there is a mistake or omission in the relevant contractual documentation, the Supplier should be notified immediately.
2.3 The Order constitutes an offer by the Customer to purchase Goods or Goods and Services in accordance with these Conditions. The Customer should ensure that it has read and understood these Conditions before submitting an Order as it will be bound by them once a Contract comes into existence in accordance with Clause 2.4.
2.4 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"). Where relevant the Supplier may create a Tender Document to set out in more detail the relevant Contract. In the event of any inconsistency or conflict between these Conditions and the terms of any relevant Tender Document, the terms of the Tender Document shall prevail.
2.5 The Contract constitutes the entire agreement between the parties and relates only to those Goods or Goods and Services specified in the acceptance of the Order, or verbal acceptance where the Order is placed over the telephone. The Customer acknowledges that it has not relied on any statement, promise, advice or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
2.6 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier's catalogues and/or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.7 Any quotation given by the Supplier and evidenced in a Tender Document shall not constitute an offer, and is only valid for the timescale set out in the relevant Tender Document.
2.8 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 Supplier's catalogue as modified by any applicable Tender Document and/or Goods Specification.
3.2 Business Customers only: to the extent that any Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, 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 reasonable 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 as supplied by the Customer. This Clause 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend the specification of the Goods or any Goods Specification if required by any applicable statutory or regulatory requirements.
The provisions of this Clause 4 shall apply to Consumers only.
4.1 Subject to Clause 4.2, the Customer may cancel a Contract for the purchase of Goods or Goods and Services at any time within fourteen Business Days, beginning on the date after the Goods are delivered. In this case, the Customer will receive a full refund of the price paid for the Goods or Goods and Services in accordance with the Supplier's refunds policy available on the Supplier's website.
4.2 For the avoidance of doubt:
4.2.1 a Contract for Goods and Services cannot be cancelled in accordance with Clause 4.1 where the Customer has agreed to the Services starting before the end of seven Business Days cancellation period; and
4.2.2 the Customer will not have any right to cancel a Contract for the supply of Bespoke Goods.
4.3 To cancel a Contract, the Customer must inform the Supplier in writing. The Customer must also return the Goods to the Supplier fourteen days, in the same condition in which the Customer received them and at the Customer's own cost and risk. The Customer has a legal obligation to take reasonable care of the Goods while they are in the Customer's possession. If the Customer fails to comply with this obligation, the Supplier may have a right of action against the Customer for compensation.
4.4 Details of a Consumer's statutory right of cancellation, and an explanation of how to exercise it, are provided in the Supplier's written acceptance of the Order. This provision does not affect the Consumer's other statutory rights as a Consumer.
5. Delivery of Goods
5.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note, the Customer and Supplier reference numbers (if relevant), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Contract is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
5.2 The Supplier shall deliver the Goods to the location agreed ("Delivery Location") at any time after the Supplier notifies the Customer that the Goods are ready.
5.3 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
5.4 Business Customers only: where the Delivery Location is outside the UK, the Customer shall ensure that all relevant permits, licences and consents are obtained for the delivery of the relevant Goods into the relevant territory.
5.5 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence, however the Supplier will take reasonable steps to meet the delivery date agreed as part of the Contract, set out in the Tender Document or as otherwise agreed in writing between the Supplier and the Customer. 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. The Supplier will use its reasonable endeavours to notify the Customer of any delay in delivery and will arrange an alternative delivery date with the Customer.
5.6 Business Customers only: 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.
5.7 If the Customer fails to accept or take delivery of the Goods within, in the case of Business Customers five Business Days of the Supplier notifying the Customer that the Goods are ready, or within ten Business Days of the Supplier notifying the Customer that the Goods are ready in the case of Consumers, 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:
5.7.1 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;
5.7.2 the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance). For the avoidance of doubt, where the Customer is a Consumer, any sum charged in accordance with this Clause 5.7.2 shall be reasonable; and
5.7.3 the Supplier shall have no liability to the Customer for late delivery.
5.8 If fifteen Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted or taken delivery of them, the Supplier may (after giving reasonable prior notice in writing where the Customer is a Consumer) 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.
5.9 [Business Customers only: the Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including  per cent more or less than the quantity of Goods ordered[, but a pro-rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered].
5.10 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.
5.11 The Supplier will take reasonable steps to pack the Goods properly and to ensure that the Customer receives its Order in good condition.
6. Quality of Goods
6.1 The Supplier warrants that on delivery, and for a period of one (1) year from the date of delivery (the "Warranty Period"), the Goods shall:
6.1.1 conform in all material respects with their description and any applicable Goods Specification;
6.1.2 be free from material defects in design, material and workmanship;
6.1.3 be of satisfactory quality (within the meaning of the Consumers Rights Act 2015);
6.1.4 be fit for any purpose held out by the Supplier; and
6.1.5 comply with all applicable statutory and regulatory requirements.
6.2 Consumer only: the warranty at Clause 6.1 is in addition to the Customer's legal rights in relation to Goods which are faulty or which otherwise do not conform with these Conditions. Advice about Consumer legal rights is available from local Citizen's Advice Bureaus or Trading Standards offices.
6.3 Business Customers only: subject to Clause 6.5, if:
6.3.1 the Customer gives notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Clause 6.1;
6.3.2 the Supplier is given a reasonable opportunity of examining such Goods; and
6.3.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
6.4 Consumers only: subject to Clause 6.5, in the event that the Goods do not conform with these Conditions, the Customer shall inform the Supplier as soon as possible after delivery. The Supplier will ask the Customer to return the Goods to the Supplier at the Supplier's cost and once the Supplier has checked that the Goods are faulty, the Supplier will:
6.4.1 provide the Customer with a full or partial refund;
6.4.2 replace the Goods; or
6.4.3 repair the Goods.
6.5 The Supplier shall not be liable for the Goods' failure to comply with the warranty in Clause 6.1 if:
6.5.1 the Customer makes any further use of such Goods after giving a notice in accordance with Clause 6.3 or Clause 6.4;
6.5.2 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;
6.5.3 Business Customers only: the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
6.5.4 the Customer alters or repairs such Goods without the written consent of the Supplier;
6.5.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
6.5.6 the Goods differ from their description or anyGoods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
6.6 Except as provided in this Clause 6 and subject to Clause 6.2, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in Clause 6.1.
6.7 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under Clauses 6.3 and 6.4.
7. Title and risk
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for the Goods (including any delivery charges).
7.3 Business Customers only:
7.3.1 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 property;
(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 14.1.2 to Clause 14.1.12; 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 business;
7.3.2 if before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in Clause 14.1.2 to Clause 14.1.12, 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 notify the Customer that its right to use or resell the Goods has been terminated and/or 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.
8. Supply of Services
8.1 The Supplier shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
8.2 Where relevant having regard to the nature of the Services, the parties may arrange for a Customer site survey be carried out prior to provision of the Services, at a date to be agreed by the parties. When carrying out any site survey, the Supplier (and its employees, personnel or sub-contractors, as relevant) shall abide by any reasonable site rules as notified by the Customer to the Supplier.
8.3 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Service Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
8.4 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
8.5 The Supplier warrants to the Customer that:
8.5.1 the Services will be provided using reasonable care and skill;
8.5.2 Business Customers only: for a period of one (1) year from completion of the Services, the Services shall conform in all material respects with their description as set out in the Service Specification;
8.5.3 Consumers only: the Services shall be fit for any purpose held out by the Supplier or for any purpose for which the Customer would use the Services and about which the Customer has informed the Supplier, or the Supplier could reasonably expect the Customer to use the Services;
8.5.4 Consumers only: the Services shall be free from material defects in design, material and workmanship; and
8.5.5 Consumers only: the Services shall comply with all applicable statutory and regulatory requirements for supplying the Services in the territory in which the relevant Services are being provided.
8.6 Consumers only: the warranty at Clause 8.5 is in addition to the Customer's legal rights in relation to Services which are not carried out with reasonable care and skill or which do otherwise not conform to these Conditions. Advice about Consumer legal rights is available from local Citizen's Advice Bureaus or Trading Standards offices.
8.7 In the event that the Services do not conform with these Conditions, the Customer should notify the Supplier as soon as possible after the Services have been carried out. The Supplier shall:
8.7.1 provide the Customer with a full or partial refund, depending on what is reasonable; or
8.7.2 re‑perform or remedy the Services as necessary having regard to the specific non-conformance.
8.8 These Conditions apply to any replacement Services supplied to the Customer in the unlikely event that the original Services do not conform with these Conditions.
9. Customer's obligations ON SUPPLY OF SERVICES
9.1 The Customer shall:
9.1.1 ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification and any Service Specification are complete and accurate;
9.1.2 co-operate with the Supplier in all matters relating to the Services;
9.1.3 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, accommodation and other facilities as reasonably required by the Supplier to provide the Services and/or to carry out a site survey (where relevant);
9.1.4 where a site survey is deemed necessary, ensure that the relevant premises are accessible to the Supplier, its employees, agents, consultants and subcontractors for the purposes of carrying out the site survey;
9.1.5 promptly notify the Supplier of any changes or modifications to the premises where Services are to be performed which take place after the site survey but before commencement of the Services. In this event the Customer shall afford the Supplier a reasonable period of time and reasonable access to the relevant premises in order that the relevant Services Specification can be modified as a result of the change in the premises;
9.1.6 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;
9.1.7 prepare the Customer's premises for the supply of the Services in particular by carrying out any electrical preparatory work after receipt of an electrical drawing;
9.1.8 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start (save for those required by the Supplier to sell the Goods and/or provide the Services, or those required to be maintained by the Supplier in accordance with its professional obligations); and
9.1.9 keep and maintain all materials, equipment, documents and other property of the Supplier ("Supplier Materials") at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation;
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 Default"):
9.2.1 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;
9.2.2 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
9.2.3 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. For the avoidance of doubt, where the Customer is a Consumer any payments made under this Clause 9.2.3 shall be reasonable.
10. Charges and payment
10.1 The price for Goods shall be the price set out in the Tender Document (where relevant) or, the price set out in the Supplier's most recent published price list. Unless otherwise agreed by the parties, where the Supplier is also carrying out Services as part of the relevant Contract, the price of the Goods is inclusive of all costs and charges of packaging, insurance and delivery charges.
10.2 Where the Customer is not receiving Services from the Supplier as part of the Contract, the price of the Goods is exclusive of all costs and charges of packaging, insurance and delivery charges, which shall be paid by the Customer when it pays for the Goods. For the avoidance of doubt, where the Supplier provides both Goods and Services, the relevant price of such Goods and Services will be set out in the applicable Tender Document.
10.3 Consumers only: prices of Goods and Services include value added tax payable from time to time ("VAT"). The Supplier reserves the right to adjust the VAT payable where the rate of VAT changes between the date of Order and the date of delivery of the Goods or performance of the Services, unless the Customer has already paid for the Goods and, where relevant, Services before the change in VAT takes effect.
10.4 Subject to Clause 10.5, where the Contract is for Goods and Services, the Customer shall pay to the Supplier a non‑refundable deposit of 50% of the price quoted in the relevant Tender Document at the time of submitting the Order to the Supplier.
10.5 The Customer shall be entitled to a full refund of the deposit payable in accordance with Clause 10.4 where the Contract is terminated by:
10.5.1 the Customer upon a material breach of the Contract by the Supplier; or
10.5.2 Consumers only: the Customer in accordance with Clause 4;
10.5.3 Consumers only: the Customer in accordance with Clause 10.7;
10.5.4 Business Customers only: the Supplier in accordance with Clause 14.2.1; or
10.5.5 the Supplier in accordance with Clause 17.4.
10.6 Subject to Clause 10.7 in the case of Consumers only, the Supplier reserves the right to increase the price of the Goods and/or Services (where relevant), by giving notice to the Customer at any time before delivery or performance, to reflect any increase in the cost of the Goods or Services to the Supplier that is due to:
(a) Business Customers only: 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 costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification;
(c) any request by the Customer to change the Services performance dates or the Services Specification;
(d) any change to the Services Specification required as a result of the circumstances at Clause 9.1.5; or
(e) Business Customers only: any delay caused by any instructions of the Customer in respect of the Goods and/or Services (where relevant) or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods and/or Services (where relevant).
10.7 Consumers only: where the Supplier increases the price of the Goods and/or Services pursuant to Clause 10.6 (b), (c) or (d), the Customer shall have the right, upon giving written notice to the Supplier within 5 Business Days of receiving notice of the increased price from the Supplier, to cancel the relevant Contract. For the avoidance of doubt, in the event of cancellation in accordance with this Clause 10.7, the Supplier may require the Customer (in its discretion) to purchase any Bespoke Goods ordered as part of the Contract at the relevant agreed price.
10.8 Consumers only: where the Goods' correct price is less than the Supplier's stated price, the Supplier will charge the lower amount when dispatching the Goods to the Customer. If the Goods' correct price is higher than the price stated in the Supplier's published price list, the Supplier will either contact the Customer for instructions before dispatching the Goods, or reject the Order and tell the Customer. If the pricing error is obvious and unmistakeable and could have reasonably been recognised by the Customer as an error, the Supplier does not have to provide the Goods to the Customer at the incorrect (lower) price.
10.9 In respect of a Contract for Goods only, payment shall be made by the Customer at the time of Order by credit or debit card. The credit or debit card will be charged on order confirmation.
10.10 In respect of a Contract for Goods and Services, the Supplier shall invoice the Customer for the outstanding price as evidenced in the Tender Document (minus the deposit paid in accordance with Clause 10.4) on or at any time after completion of the Services.
10.11 The Customer shall pay each invoice submitted by the Supplier for Goods and Services:
10.11.1 within 30 days of the date of the invoice; and
10.11.2 in full and in cleared funds to a bank account nominated in writing by the Supplier or in the case of Consumers by credit or debit card, and
time for payment shall be of the essence of the Contract.
10.12 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment ("Due Date"), the Supplier shall have the right to charge interest on the overdue amount at the rate of 4% per cent per annum above the then current Royal Bank of Scotland plc's base lending rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
10.13 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. 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 the Customer.
10.14 Without limiting any other rights or remedies of the Supplier, if the Customer fails to make payment in accordance with these Conditions, the Supplier may cancel or suspend the supply of Services or any other outstanding Order until all outstanding amounts have been paid.
10.15 Consumers only: Clauses 10.12 and 10.13 shall not apply for the period of the dispute if the Customer disputes the payment owing in good faith and promptly notifies the Supplier of the dispute after it has received the relevant invoice.
11. Intellectual property rights
11.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
11.2 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.
11.3 All Supplier Materials are the exclusive property of the Supplier.
Business Customers only: A party ("Receiving Party") shall keep in strict confidence all technical or commercial know‑how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party ("Disclosing Party"), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This Clause 12 shall survive termination of the Contract.
13. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
13.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
13.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
13.1.2 fraud or fraudulent misrepresentation;
13.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
13.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
13.1.5 Consumers only: defective products under the Consumer Protection Act 1987; or
13.1.6 any other matter for which it would be illegal or unlawful for the Supplier to exclude or attempt to exclude its liability for.
13.2 Subject to Clause 13.1:
13.2.1 the Supplier shall not 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
(a) in the case of Consumers, the Supplier's liability shall be limited to those losses which are a foreseeable consequence of a failure to comply with these Conditions which shall include claims for foreseeable loss of, or damage to the Customer's physical property; and
(b) in the case of Business Customers, the Supplier's liability shall be limited to the Business Customer's direct losses;
13.2.2 the Supplier shall not be liable to the Customer to the extent that the Customer suffers any loss as a result of installation services carried out by a third party engaged directly by the Customer in relation to, or using the Goods; and
13.2.3 Business Customers only: 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 not exceed the value of the relevant Order.
13.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
13.4 This Clause 13 shall survive termination of the Contract.
14. Termination OF A CONTRACT FOR GOODS AND SERVICES
14.1 Without limiting its other rights or remedies, each party may terminate the Contract for Goods and Services with immediate effect by giving written notice to the other party if:
14.1.1 the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing of the breach;
14.1.2 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) 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;
14.1.3 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 party;
14.1.4 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;
14.1.5 the other party (being an individual) is the subject of a bankruptcy petition or order;
14.1.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
14.1.7 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);
14.1.8 a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
14.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
14.1.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 14.1.2 to Clause 14.1.9 (inclusive);
14.1.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
14.1.12 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
14.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract for Goods and Services:
14.2.1 Business Customers only: by giving the Customer fourteen Business Days written notice;
14.2.2 with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract for Goods and Services on the due date for payment and in the case of Consumers only has not remedied such non payment within 14 days of notice from the Supplier notifying such non payment.
14.3 Consumers only: the Customer may terminate the Contract for Goods and Services by giving the Supplier not less than one months' written notice.
15. Consequences of termination OF A CONTRACT FOR GOODS AND SERVICES
On termination of the Contract for Goods and Services for any reason:
15.1.1 the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods and 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;
15.1.2 the Customer shall return all of the Supplier Materials. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract for Goods and Services;
15.1.3 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 for Goods and Services which existed at or before the date of termination or expiry; and
15.1.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
16. Data protection
16.1 Consumers only: the Supplier shall only use any personal information provided to it to supply the Goods or provide the Services, or to inform the Customer about similar Goods and/or Services that the Supplier provides, unless informed by the Customer that it does not want to receive this information. The Supplier shall not pass any Customer personal data to third parties.
17. EVENTS OUTSIDE THE SUPPLIER'S CONTROL
17.1 For the purposes of these Conditions, "Force Majeure Event" means an event beyond the reasonable control of the Supplier including strikes, lock-outs or other industrial disputes (whether involving the workforce of the party 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 subcontractors.
17.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under these Conditions as a result of a Force Majeure Event.
17.3 The Supplier will take reasonable steps to bring the Force Majeure Event to a close or to find a solution whereby its obligations under these Conditions can be performed despite the Force Majeure Event.
17.4 If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than six weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
The Customer may not transfer any of its rights or obligations under these Conditions to another person without the Supplier's prior written consent (not to be unreasonably withheld). The Supplier can transfer all or any of its rights and obligations under these Conditions to another organisation, but this will not affect the Customer's rights under these Conditions.
All notices sent by the Customer to the Supplier must be sent to Rompa Limited at Goyt Side Road, Chesterfield, Derbyshire S40 2PH. The Supplier may give notice to the Customer at either the e‑mail or postal address provided in the Order. Notice will be deemed received and properly served 24 hours after an e‑mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e‑mail; that the e‑mail was sent to the specified e‑mail address of the addressee.
Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Supplier.
21.1 If any court or competent authority decides that any of the provisions of these Conditions are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
21.2 If the Supplier fails at any time while these Conditions are in force, to insist that the Customer performs any of its obligations under these Conditions, or if the Supplier does not exercise any of its rights or remedies that will not mean that the Customer does not have to comply with those obligations. If the Supplier does waive a default by the Customer, that will not mean that the Supplier will automatically waive any subsequent default by the Customer. No waiver by the Supplier of any of these Conditions shall be effective unless the Supplier expressly says that it is a waiver and notifies the Customer in writing.
21.3 A person who is not a party to these Conditions shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
21.4 These Conditions shall be governed by English law and the parties agree to the non‑exclusive jurisdiction of the English courts.