Terms and conditions of sale

1. Definitions and Interpretation
1.1 The following terms when used in these terms and conditions of sale shall have the meaning set out below:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Buyer means the person or firm who purchases the Goods and/or Commissioning Services from Rivertrace.

Commissioning Services means any commissioning services of the Goods that Rivertrace has agreed to provide as set out in the relevant quotation or proposal.

Contract means the contract between Rivertrace and the Buyer for the sale and purchase of the Goods and/or Commissioning Services in accordance with these terms and conditions of sale.

Force Majeure Event means an event, circumstance or cause beyond Rivertrace’s reasonable control, including (i) any act of God, flood, drought, earthquake or other natural disaster; (ii) war or terrorism; (iii) epidemic or pandemic; (iv) collapse of buildings, fire, explosion or accident; (v) any breakdown, malfunction or failure of transmission in connection with or other unavailability of any wire, communication or computer facilities; (vi) any transport, port, or airport disruption or interruption or failure of utility service; (vii) industrial action; or (viii) acts and regulations and rules of any governmental or supra-national bodies or authorities or regulatory or self-regulatory organization or failure of any such body, authority or organization to perform its obligations for any reason.

Goods means the goods (or a part of them) set out in Rivertrace’s quotation or proposal and confirmed in the Order Acknowledgement.

Order means the Buyer’s order for the Goods, as set out in the Buyer’s purchase order form or in the Buyer’s written acceptance of Rivertrace’s quotation or proposal.

Order Acknowledgement means the written acceptance of the Order as issued by Rivertrace.

Rivertrace means Rivertrace Limited, a company registered in England and Wales with company number 10059284, and its permitted assignees and successors.

Specification: any specification for the Goods set out in any applicable datasheet or in Rivertrace’s proposal or quotation, including any related plans and drawings, or as otherwise may be agreed in writing by the parties from time to time.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted an includes all subordinate legislation made under that legislation or legislative provision.

1.4 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

1.5 A reference to writing or written excludes fax but not email.

2. Application of Conditions

2.1 Any quotation or proposal for the Goods given by Rivertrace shall not constitute an offer. Unless otherwise stated, any quotation or proposal shall only be valid for a period of sixty (60) days from its date of issue.

2.2 Any purchase order submitted to Rivertrace shall be considered as an offer to purchase on the part of the Buyer and shall be subject to acceptance in writing by Rivertrace. The purchase order shall only be deemed to be accepted when Rivertrace issues an Order Acknowledgement, at which point and on which date the Contract shall come into existence.

2.3 These terms and conditions of sale shall apply and prevail over any other terms that the Buyer seeks to impose or incorporate, including in its purchase order, or which are implied by law, trade custom, practice or course of dealing. These terms and conditions of sale may only be waived, altered or modified in writing signed by an authorised representative of Rivertrace.

2.4 Any samples, drawings, descriptive matter or advertising produced by Rivertrace and any descriptions or illustrations contained in Rivertrace’s websites, 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.

3. Prices and Payment Terms

3.1 All prices shall be as set out in the Order Acknowledgement (or relevant Rivertrace proposal or quotation) and unless otherwise expressly stated are exclusive of Value Added Tax or other goods sales tax, which shall be invoiced at the prevailing rate in addition by Rivertrace, where applicable. Unless otherwise stated, prices include the costs of packaging but exclude insurance and transport of the Goods, which shall be additionally invoiced to the Buyer.

3.2 Rivertrace’s quotation prices are based upon tariffs, duties or taxes wherever arising at the time of quotation and subject to the specified delivery terms, and may fluctuate at any time in accordance with the appropriate rates of exchange, insurance and delivery.

3.3 Notwithstanding clause 2.1, Rivertrace shall be entitled at any time to adjust the prices in a quotation or proposal and reissue to the Buyer.

3.4 Rivertrace shall be entitled to invoice for the price of the Goods and any Commissioning Services in accordance with any milestones set out in the Order Acknowledgement or otherwise at any time following the Order Acknowledgment.

3.5 Payment of all amounts due under the Contract shall be made within thirty (30) days from the date of the relevant invoice, unless otherwise set out in the Order Acknowledgement or agreed in writing with an authorised representative of Rivertrace.

3.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). If any deduction or withholding is required by any applicable law, the Buyer shall pay such sum to Rivertrace that will, after the deduction or withholding has been made, leave Rivertrace with the same amount as it would have been entitled to receive in the absence of any requirement to make a deduction or withholding.

3.7 In the event that any payment is not made by the relevant due date, Rivertrace shall be entitled to recover from the Buyer interest in any outstanding balance at the rate of 8% a year above the base rate of the Bank of England for the time being in force on a daily basis from the relevant due date until payment of the overdue sum, whether before or after judgment.

3.8 In the event of non-payment of any amount due to Rivertrace, Rivertrace reserves the right to suspend deliveries to that Buyer until such time as the outstanding amount has been paid in full cleared funds.

3.9 Legal and beneficial title to the Goods shall not pass to the Buyer until such time as Rivertrace has received in full cleared funds the relevant price of the Goods and any other goods or services previously or subsequently supplied by Rivertrace to the Buyer.

4. Delivery

4.1 Dates and delivery times given for completion of delivery of Goods, or any stage of the process, are given as estimates only and time shall not be of the essence.

4.2 While Rivertrace will use reasonable endeavours to meet any time estimate it reserves the right to amend any estimate without notification.

4.3 Subject to any agreed delivery terms set out in the Order Acknowledgement, delivery is completed when the Goods are made available at the Delivery Location.

4.4 Rivertrace may deliver the Goods in batches or instalments, as requested by the Buyer or as it considers expedient. Failure by Rivertrace to deliver one or more batch or instalment shall not entitle the Buyer to claim compensation or to terminate or suspend the Contract or reject those or subsequent deliveries.

4.5 If the Buyer fails to take delivery of the Goods within three (3) Business Days of Rivertrace notifying the Buyer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Rivertrace’s failure to comply with its obligations under the Contract in respect of the Goods:

delivery of the Goods shall be deemed to have been completed on the third Business Day after the day on which Rivertrace notified the Buyer that the Goods were ready; and
Rivertrace shall store the Goods until actual delivery takes place, and charge the Buyer for all related costs and expenses (including insurance).

4.6 If ten (10) Business Days after the day on which Rivertrace notified the Buyer that the Goods were ready for delivery the Buyer has not taken actual delivery of them, Rivertrace may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Buyer for any shortfall below the price of the Goods.

4.7 The Buyer shall carefully examine Goods delivered or collected and immediately notify Rivertrace, and in any event within seven (7) Business Days of delivery or collection, of any short deliveries or defects reasonably discoverable on careful examination.

4.8 Risk in the Goods shall pass to the Buyer on completion of delivery in accordance with this clause 4.

5. No Fault Cancellations & Returns

5.1 Rivertrace may, at its sole discretion and if confirmed in writing, allow Goods to be returned after delivery where there is no fault with the Goods and such Goods are in a resaleable condition. The Buyer must notify Rivertrace of a request to cancel and return Goods within twenty (20) Business Days of delivery of the relevant Goods.

5.2 Cancellation and return of Goods that are stock items will incur a 10% processing fee.

5.3 Cancellation and return of bespoke Goods made to order may only be returned at Rivertrace’s discretion and if accepted will incur a 50% cancellation charge.

5.4 The Buyer shall not return any Goods to Rivertrace unless Rivertrace requests in writing, and at the Buyer’s cost. When returning an item, it is Buyer’s responsibility to make sure the items are securely packaged, labelled and transported in accordance with all applicable laws and regulations

6. Carriage Charges

6.1 Carriage charges will be charged at the appropriate rate according to the method of delivery set out in the Order Acknowledgement (or otherwise confirmed in writing by Rivertrace) and will be invoiced by Rivertrace to the Buyer. Where no delivery method is set out in the Order Acknowledgement, Rivertrace reserves the right to charge an appropriate fee for the delivery of the Goods.

6.2 Rivertrace may, by giving notice to the Buyer 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:

any factor beyond Rivertrace’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in materials and other manufacturing costs);
any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
any delay caused by any instructions of the Buyer or failure of the Buyer to give Rivertrace adequate or accurate information or instructions.

7. Minimum Order

Buyer’s minimum order value must exceed £100.00 (GBP) or $150.00 (USD).

8. Modifications to Orders

Orders accepted by Rivertrace cannot be modified except with Rivertrace’s written consent and upon terms which will fully indemnify Rivertrace against all losses and costs arising from such modifications.

9. Quality and Warranties (Goods)

9.1 Unless otherwise agreed in writing, Rivertrace warrants that on delivery and for the warranty period set out in clause 9.2 the Goods shall:

be free from material defects in workmanship and materials; and
be manufactured in accordance with the Specification, any relevant manufacturer’s specifications and applicable law.

9.2 The relevant warranty periods referred to in clause 9.1 shall, unless otherwise agreed in writing by Rivertrace, be:

for any bespoke products expressly set out in Rivertrace’s quotation or proposal, the earlier to occur of: (i) eighteen (18) months from the date of delivery; or (ii) twelve (12) months from the date of completion of commissioning; and
for any other Goods, including spare parts, twelve (12) months from the date of delivery.

9.3 Subject to the terms of this clause 9,Rivertrace shall at its option repair, replace or refund the price of Goods which fail to meet the warranties set out in clause 9.1 during the warranty period under clause 9.2, provided that:

the Buyer notifies Rivertrace during the relevant warranty period of any claims of defective Goods within ten (10) Business Days of discovery and Buyer must provide the original order/invoice number, the name of the order and any photographic evidence and description of the alleged defect to such contact address or email as Rivertrace may from time to time advise the Buyer;
return of Goods is authorised in writing by Rivertrace and returned to Rivertrace within ten (10) Business Days of such authorisation, at Buyer’s cost; and
the returned Goods are found to be defective in relation to the warranties provided under clause 9.1, upon examination by Rivertrace.

9.4 Rivertrace shall not be liable and this warranty will not extend to Goods:

which have been subject to misuse, neglect, accident or improper installation;
which have been repaired or altered without Rivertrace’s consent or outside the manufacturer’s factory;
where the defect arises because the Buyer failed to follow Rivertrace’s instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

9.5 Except as provided in this clause 9, Rivertrace shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranty set out in clause 9.1.

9.6 All implied terms, warranties or conditions as to quality, suitability or fitness for a particular use or purpose, or description or performance (statutory or otherwise and including sections 13 to 15 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.

9.7 This clause 9 shall apply to any repaired or replacement Goods supplied by Rivertrace.

10. Quality and Warranties (Commissioning Services)

10.1 Rivertrace shall supply the Commissioning Services to the Buyer in accordance with the relevant quotation or proposal.

10.2 Rivertrace shall have the right to make any changes to the Commissioning 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 Commissioning Services.

10.3 Rivertrace shall not be deemed to be a supervisor of nor have any responsibility for any persons who are not employees, subcontractors or authorised representatives of Rivertrace.

10.4 Rivertrace warrants the Commissioning Services will be provided using all reasonable skill and care and in accordance with all applicable laws and regulations in force from time to time.

10.5 Subject to clause 10.6, if:

the Buyer gives notice in writing to Rivertrace within ten (10) Business Days of discovery (and in any case within twelve (12) months of completion of the Commissioning Service) that the Commissioning Services do not comply with the warranty set out in clause 10.4; and
Rivertrace is given a reasonable opportunity of examination, Rivertrace shall re-perform any defective Commissioning Services.

10.6 Rivertrace shall not be liable for any failure of the Commissioning Services to comply with the warranty set out in clause 10.4 if any of the events in clause 9.4 apply.

10.7 Except as provided in this clause 10, Rivertrace shall have no liability to the Buyer in respect of any failure of the Commissioning Services to comply with the warranty set out in clause 10.4.

10.8 All implied terms, warranties or conditions as to quality, suitability or fitness for a particular purpose (including the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982) are excluded to the fullest extent permitted by law.

10.9 This clause 10 shall apply to any reperformed Commissioning Services.

11. Limitation of Liability

11.1 Subject to clause 11.4, Rivertrace shall not be liable to the Buyer for any and all: (a) loss of profit; (b) loss of business; (c) loss of production; (d) loss of revenue; (e) loss of anticipated savings; (f) loss of margin; (g) loss of use; (h) loss of opportunity; (i) loss of reputation or depletion of goodwill; (j) any liability of the Buyer to third parties; or (k) indirect, special or consequential loss, in each case which may arise out of or in connection with the Contract.

11.2 Subject to clause 11.4, Rivertrace’s total liability in contract, tort (including negligence) breach of statutory duty, misrepresentation, restitution or otherwise, arising under or in connection with the performance or contemplated performance of the Contract shall be limited to 50% (fifty percent) of the Contract price.

11.3 Rivertrace shall be under no liability under any warranty, condition or guarantee if the total price of the Goods and/or Commissioning Services has not been paid by the due date.

11.4 Nothing in the Contract limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence or fraud or fraudulent misrepresentation.

12. Force Majeure

Rivertrace shall not be liable for any failure or delay in performance of any of its obligations under the Contract by reason of a Force Majeure Event which prevents, hinders or delays such performance.

The time for performance of such affected obligations shall be extended accordingly. If the period of delay or non-performance continues for more than thirty (30) days, Rivertrace may terminate the Contract by giving seven (7) days’ written notice to the Buyer.

13. Termination

13.1 Without limiting its other rights or remedies, Rivertrace may terminate the Contract with immediate effect by giving written notice to the Buyer if:

the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven (7) days of being notified in writing to do so;
the Buyer 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), obtaining a moratorium, 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;
the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
the Buyer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

13.2 Without limiting its other rights or remedies, Rivertrace may suspend provision of the Goods under the Contract or any other contract between the Buyer and Rivertrace if the Buyer becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(d), or Rivertrace reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.

13.3 Without limiting its other rights or remedies, Rivertrace may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.

13.4 On termination of the Contract for any reason the Buyer shall immediately pay to Rivertrace all of Rivertrace’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Rivertrace shall submit an invoice, which shall be payable by the Buyer immediately on receipt.

13.5 Termination of the Contract, however arising, 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 the Contract which existed at or before the date of termination.

13.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

14 General

14.1 The Buyer shall not, without Rivertrace’s prior written consent, assign, transfer or sub-contract any of its rights or obligations under this Contract.

14.2 Rivertrace may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

14.3 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

14.4 Notices:

Any notice given under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
Any notice shall be deemed to have been received: (i) if delivered by hand, at the time the notice is left at the proper address; or (ii) 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.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

14.5 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this Condition, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

14.6 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

14.7 Unless it expressly states otherwise, the Contract does not and is not intended to give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

14.8 The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

14.9 Except as set out in these clauses, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives). For the purposes of this Condition writing shall not include email unless Rivertrace expressly agrees otherwise.

15. Governing law and Jurisdiction

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 is governed by the law of England and Wales, and 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 the Contract or its subject matter or formation.