Terms of Sale
We reserve the right to alter any details or design of the products illustrated in this catalogue without notice, and whilst we endeviour to describe and display goods accurately, no warranty is given as to accuracy and no responsibility will be accepted for mis-description and any resulting loss. T’s & C’s Apply to all orders.
The Buyer's attention is in particular drawn to the provisions of conditions 8.7, 8.8 and 10.4
The definitions and rules of interpretation in this condition apply in these conditions.
1. Buyer: the person, firm or company who purchases the Goods from Ryder Hub.
2. Ryder Hub: Ryder Imports LTD, The Old Wagon Works, Coalville, LE67 3DW (Company no. 2638497)
3. Contract: any contract between Ryder Hub and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
4. Delivery Point: the place where delivery of the Goods is to take place under condition.
5. Goods: any goods agreed in the Contract to be supplied to the Buyer by Ryder Hub (including any part or parts of them).
6. Website: www.ryderhub.com
A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. 1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these conditions.
2.Application of terms
2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
These conditions apply to all Ryder Hub sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by the Sales Director or Commercial Director of Ryder Hub. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Ryder Hub which is not set out in the Contract. Nothing in this condition shall exclude or limit Ryder Hub liability for fraudulent misrepresentation. Each order or acceptance of a quotation for Goods by the Buyer from Ryder Hub shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions. No order placed by the Buyer shall be deemed to be accepted by Ryder Hub until a written acknowledgement of order is issued by Ryder Hub or (if earlier) Ryder Hub delivers the Goods to the Buyer. The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate. 2.3 Any quotation, whether on the Website, in the catalogue or over the telephone, is given on the basis that no Contract shall come into existence until Ryder Hub despatches an acknowledgement of order to the Buyer.
3.1 The quantity and description of the Goods shall be as set out in Ryder Hub quotation or acknowledgement of order.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by Ryder Hub and any descriptions or illustrations contained in Ryder Hub catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
4.1 Unless otherwise agreed in writing by Ryder Hub, delivery of the Goods shall take place as follows:
4.1.1 if the Goods are being despatched from Ryder Hub place of business in the United Kingdom and are being delivered to the Buyer by Ryder Hub appointed carrier, delivery of the Goods shall take place on their arrival at the Buyer's designated place of delivery; and
4.1.2) If the Goods are being despatched from a foreign territory, delivery of the Goods shall take place at the time of lading in that territory.
4.1.3 Cut off time for next day delivery is 1pm, next day delivery cannot be guaranteed on weekends.
4.2 Any dates specified by Ryder Hub for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.3 Subject to the other provisions of these conditions Ryder Hub shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by Ryder Hub negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.4 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or Ryder Hub is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licenses or authorisations:
4.4.1 risk in the Goods shall pass to the Buyer (including for loss or damage caused by Ryder Hub negligence);
4.4.2 the Goods shall be deemed to have been delivered; and
4.4.3 Ryder Hub may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.5 Where the Buyer wishes to collect the Goods, the Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the Goods.
4.6 If Ryder Hub delivers to the Buyer a quantity of Goods of up to 10% more or less than the quantity accepted by Ryder Hub, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
4.7 Ryder Hub may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.8 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
5.1 The quantity of any consignment of Goods as recorded by Ryder Hub on dispatch from Ryder Hub place of business (or such other place of dispatch as agreed by Ryder Hub) shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 Ryder Hub shall not be liable for any non-delivery of Goods (even if caused by Ryder Hub negligence) unless the Buyer gives written notice to Ryder Hub of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of Ryder Hub for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6.1 Ryder Hub does not operate a sale or return policy.
6.2 The Goods are at the risk of the Buyer from the time of delivery.
6.3 Ownership of the Goods shall not pass to the Buyer until Ryder Hub has received in full (in cash or cleared funds) all sums due to it in respect of:
6.3.1 the Goods; and
6.3.2 All other sums which are or which become due to Ryder Hub from the Buyer on any account.
6.4 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
6.4.1 hold the Goods on a fiduciary basis as Ryder Hub bailee;
6.4.2 store the Goods (at no cost to Ryder Hub) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as Ryder Hub property;
6.4.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.4.4 Maintain the Goods in satisfactory condition and keep them insured on Ryder Hub behalf for their full price against all risks to the reasonable satisfaction of Ryder Hub. On request the Buyer shall produce the policy of insurance to Ryder Hub; and
6.4.5 remain liable to Ryder Hub for the Goods or, if the same shall be sold by the Buyer in accordance with condition 6.5 of these conditions, for all of the proceeds, tangible and intangible, of the Buyer's sale of the Goods.
6.4.6 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
6.4.6 any sale shall be effected in the ordinary course of the Buyer's business at full market value;
6.4.7 any such sale shall be a sale of Ryder Hub property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale without creating any relationship, disclosed or undisclosed, between Ryder Hub and any customer of the Buyer; and
6.4.8 The proceeds of any such sale shall be paid into a bank account in the name of and under the control of the Buyer which is separate from all other bank accounts and other monies and assets of the Buyer and any third parties.
6.5 The Buyer's right to possession of the Goods and the Buyer's right to resell the Goods before ownership has passed to it shall terminate immediately if:
6.5.1) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
6.5.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between Ryder Hub and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade;
6.5.3 the Buyer encumbers or in any way charges any of the Goods; or
6.5.4 The Buyer defaults on payment to Ryder Hub for any Goods.
6.6 Ryder Hub shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Ryder Hub.
6.7 The Buyer grants Ryder Hub, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them. Ryder Hub shall be entitled to charge a handling and administration fee in respect of the recovery of Goods pursuant to this condition of no more than 25% of the original invoice price due for such Goods.
6.8 Where Ryder Hub is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by Ryder Hub to the Buyer in the order in which they were invoiced to the Buyer.
6.9 On termination of the Contract, howsoever caused, Ryder Hub (but not the Buyer's) rights contained in this condition 6 shall remain in effect.
7.1 Unless otherwise agreed by Ryder Hub in writing, the price for the Goods shall be the price set out in Ryder Hub price list (whether contained in the catalogue or at the Website) published on the date of delivery or deemed delivery.
7.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.
8.1 All Goods must be paid for when the order is placed unless the Buyer has credit terms with Ryder Hub, in which case condition 8.2 shall apply.
8.2 Ryder Hub may in its absolute discretion, and subject to credit assessment, grant credit terms to the Buyer where the Buyer asks for a line of credit (subject to details). If such credit terms are granted by Ryder Hub to the Buyer, all Goods subject to such credit terms must be paid for in full by the 30th day of the month following the date of the relevant invoice (the "Due Date").
8.3 Time for payment shall be of the essence.
8.4 No payment shall be deemed to have been received until Ryder Hub has received cleared funds.
8.5 All payments payable to Ryder Hub under the Contract shall become due immediately on its termination despite any other provision.
8.6 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by Ryder Hub to the Buyer.
8.7 If the Buyer fails to pay Ryder Hub any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to Ryder Hub on such sum or any outstanding sum from the fifth day of the month following the Due Date at the monthly rate of 5%, calculated on a monthly basis, whether before or after any judgement.
8.8 Ryder Hub reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998, as amended.
9.1 Where Ryder Hub is not the manufacturer of the Goods, Ryder Hub shall endeavour to transfer to the Buyer the benefit of any warranty, guarantee or similar statement given to Ryder Hub.
9.2 Ryder Hub warrants that (subject to the other provisions of these conditions) on delivery and, unless otherwise notified to the Buyer by Ryder Hub in writing or by such other means including but not limited to product packaging, for a period of 12 months from the date of delivery, the Goods shall:
9.2.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
9.2.2 Be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to Ryder Hub in writing and Ryder Hub has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of Ryder Hub.
9.3 Ryder Hub shall not be liable for a breach of any of the warranties in condition 9.2 unless:
9.3.1 the Buyer gives written notice of the defect to Ryder Hub by completing Ryder Hub authorisation form which is available from Ryder Hub Credit and Returns Department (the "Authorisation Form") and the Authorisation Form is approved by Ryder Hub; or
9.3.2 if the defect is as a result of damage in transit to the Buyer or Ryder Hub has despatched the incorrect Goods, the Buyer gives written notice of the defect to Ryder Hub by completing and returning the Authorisation Form within 7 days of receipt of the Goods and the Authorisation Form is approved by Ryder Hub; and
9.3.3 Ryder Hub is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by Ryder Hub) returns such Goods to Ryder Hub place of business at Ryder Hub cost for the examination to take place there.
9.4 Ryder Hub shall not be liable for a breach of any of the warranties in condition 9.2 if:
9.4.1 the Buyer makes any further use of such Goods after giving such notice; or
9.4.2 the defect arises because the Buyer failed to follow Ryder Hub oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
9.4.3 The Buyer alters or repairs such Goods without the written consent of Ryder Hub.
9.5 Subject to condition 9.3 and condition 9.4, if any of the Goods do not conform with any of the warranties in condition 9.2 Ryder Hub shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if Ryder Hub so requests, the Buyer shall, at Ryder Hub expense, return the Goods or the part of such Goods which is defective to Ryder Hub.
9.6 If Ryder Hub complies with condition 9.5 it shall have no further liability for a breach of any of the warranties in condition 9.2 in respect of such Goods.
9.7 Any Goods replaced shall belong to Ryder Hub and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 12 month period or such other period as has been notified to the Buyer in accordance with condition 9.2 of these conditions.
10.Limitation of liability
10.1 Subject to condition 4, condition 5 and condition 9, the following provisions set out the entire financial liability of Ryder Hub (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
10.1.1 any breach of these conditions;
10.1.2 any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
10.1.3 Any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these conditions excludes or limits the liability of Ryder Hub:
10.3.1 for death or personal injury caused by Ryder Hub negligence; or
10.3.2 under section 2(3), Consumer Protection Act 1987; or
10.3.3 for any matter which it would be illegal for Ryder Hub to exclude or attempt to exclude its liability; or
10.3.4) For fraud or fraudulent misrepresentation.
10.4 Subject to condition 10.2 and condition 10.3:
10.4.1 Ryder Hub total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
10.4.2 Ryder Hub shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
11.1 Ryder Hub may assign the Contract or any part of it to any person, firm or company.
11.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of Ryder Hub.
12. Force majeure
12.1 Ryder Hub reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Ryder Hub including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 14 days, the Buyer shall be entitled to give notice in writing to Ryder Hub to terminate the Contract.General
13.1 Each right or remedy of Ryder Hub under the Contract is without prejudice to any other right or remedy of Ryder Hub whether under the Contract or not.
13.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
13.3 Failure or delay by Ryder Hub in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
13.4 Any waiver by Ryder Hub of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
13.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
13.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
14.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post, recorded delivery, fax or email:
14.1.1 (in case of communications to Ryder Hub) to its registered office or such changed address as shall be notified to the Buyer by Ryder Hub; or
14.1.2 (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to Ryder Hub by the Buyer.
14.2 Communications shall be deemed to have been received:
14.2.1 if sent by pre-paid first class post or by recorded delivery, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
14.2.2 if delivered by hand, on the day of delivery; or
14.2.3 if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day; or
14.2.4 If sent by email (in the case of a communication to Ryder Hub to: firstname.lastname@example.org) on a working day prior to 5.30 pm, at the time of transmission and otherwise on the next working day.
14.3 Communications addressed to Ryder Hub shall be marked for the attention of the Managing Director.