Terms & Conditions

Definitions

In these terms and conditions: “RML” refers to Roundel Manufacturing Ltd, “Customer” means the person, company, organisation by whom the goods and/or works are purchased, as detailed within the Quotation; “Goods” means the goods to be supplied to the customer by RML pursuant to the contract to which these terms and conditions apply; “Designs” means the kitchen designs prepared by RML and approved by the Customer by the placing of an order for the Goods contained within; “Quotation” means a quotation given by RML to the customer for the purchase and/or installation of the Goods; “Works” means the services to be supplied to the customer by RML as detailed in the Quotation (or as amended and agreed between RML and the Customer in writing from time to time); “Works Programme” means a document setting out the sequence and timetabling of works provided by the Customer in writing agreed by RML in writing.

General Information

1. These terms and conditions will apply to all the Goods and Works supplied by RML to the Customer and shall prevail over any terms and conditions put forward or referred to by the Customer (whether in negotiations or otherwise).

2. The Customer may not rely on any statement or representation which has been made by RML, its employees and or its agents unless such statement or representation has been detailed within the Quotation or other literature issued by RML.

3. No variation of these terms and conditions are held to be valid unless made in writing by the Customer nd accepted in writing by RML.

4. If any of these terms and conditions are held to be invalid or shall not apply to the contract between RML and the Customer, the other terms and conditions shall continue in full force.

Quotation & Pricing Information

1. A Quotation does not constitute an offer. Orders placed with RML shall not be binding on RML or deemed accepted by it unless and until such order is accepted and processed by RML. Quotations are valid for 3 months following the date of the Quotation. Any clerical errors and obvious omissions in any quotation or order are subject to correction by RML.

2. A Quotation is given, and any works undertaken, by RML on the understanding and condition that any necessary licences, authorities, or permissions have been (or will be) obtained by the Customer and that the Customer will give reasonable, unrestricted and safe access to the delivery point to allow the Works to be undertaken.

3. Unless otherwise stated, all prices quoted include delivery charges (in the UK only), and are exclusive of VAT. In relation to Apartments a hoist or lift must be available for the offloading of Goods in Apartment projects, failure to provide would result in the Customer offloading the goods or agreeing additional costs with RML to offload.

4. A Quotation which is drawn up based on drawings, designs and specification and/or measurements supplied by the Customer to RML will under no circumstances whatsoever make RML liable for any direct, indirect and/or consequential loss arising from errors or omissions in the drawings, designs or specification.

5. The Quotation provided by RML does not allow for any of the following:

(a) painting and redecoration;

(b) the chasing or boxing in of wiring or pipe work;

(d) revisits to re-install Goods that have been removed or damaged by other trades following completion of Works

Payment Information

1. Payment will be due in full by the 28th day of the month following delivery unless otherwise agreed.

2. If any payment becomes overdue by more than 5 days, RML shall be released from its obligations under any contract with the Customer and/or may suspend all Works associated with all Contracts with the Customer.

3. Late payments will incur interest at the rate specified in the Late Payment of Commercial Debts (Interest Act 1998) on all sums overdue both before and after the judgement. RML may also claim reasonable compensation for debt recovery costs as specified in the Late Payment of Commercial Debts Regulations 2002.

4. RML will carry out a credit check on the Customer, following which it will allocate the Customer a credit limit. In the event the Customer would like to exceed this credit limit it is likely the Customer will need to agree with RML an advance payment mechanism or other alternative payment arrangement. If in RML’s reasonable opinion, the Customers arrangements for payment or credit rating are not satisfactory at any time, then it may withdraw or reduce the Customers credit facility.

5. The Customer cannot withhold payment of any invoice or other amount due to RML by reason of any right of set off or counterclaim which the Customer may have or allege to have for any reason whatsoever.

6. The Customer shall not be released in any way from its obligations to pay RML notwithstanding that the Customer has not received payment itself from a main contractor, developer or other third party.

7. Liquidated and ascertained damages will not be allowed on any Contract.

8. Main Contractor Discount will not be allowed on any contract.

9. Retention will not apply unless otherwise agreed by RML with the Customer in writing prior to the order being placed.

10. Settlement terms will not apply unless otherwise agreed by RML with the Customer in writing prior to the order being placed.

Reservation Of Title Information

1. All Goods will remain the property of RML until paid for in full. This provision shall apply notwithstanding that the Goods have been affixed to or incorporated in the property.

2. The Goods are at the entire risk of the Customer in the event that (a) RML cannot deliver to the intended plot as the Customer does not have the plotready for delivery and instruct RML to place the goods in another location or (b) RML cannot install within 5 working days of the delivery (for clarity delivered Day 1 requires available to install working Day 5) as the Customer does not have the plot ready for installation. Furthermore, on completion of the RML Kitchen Installation Record the Customer accepts full responsibility for the security and safe storage of all Goods.

3. RML accept no responsibility for damage caused to the Goods by other workmen after installation of the Goods.

4. The Customers right of possession of Goods shall terminate immediately in the event of; (a) the Customer failing to observe or perform any of its obligations under any contract between RML and the Customer; or (b) the Customer being unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or (c) any act occurring or proceedings being commenced relating to, or indicating, the bankruptcy or insolvency or possible bankruptcy or insolvency of the Customer; or (d) if the Customer makes any arrangement or composition with its creditors which is an alternative to being made insolvent or bankrupt or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or (e) any distraint is levied against the Customer or its property by any third party; (f) the Company, acting reasonably, has serious doubts as to the Customer’s insolvency; or (g) the Customer ceasing or threatening to cease to carry on with its business.

5. Until ownership of the Goods has passed to the Customer, the Customer shall hold the Goods on a fiduciary basis as bailee and trustee of RML, shall store them separately from any similar Goods of the Customer or any other person and in such a way that they remain identifiable as RML property.

6. The Customer grants RML, 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 Customer’s right to possession has terminated, to recover them (notwithstanding that the Goods have been affixed to or incorporated in real property).

Delivery & Fitting Information

1. The Customer shall be responsible for any damage, theft or loss of any Goods if (a) RML cannot deliver to the intended plot as the Customer does not have the plot ready for delivery and instruct RML to place the goods in another location or (b) RML cannot install within 5 working days of the delivery (for clarity delivered Day 1 requires available to install working Day 5) as the Customer does not have the plot ready for installation. The costs of replacing any such materials or Goods will be the responsibility of the Customer and shall be charged by RML to the Customer.

2. RML will require the Customer to accept responsibility for all Goods delivered to the Customers developments. We will require a signature from the Customers site representative confirming receipt of the Goods. Failure to provide this may result in RML not completing the delivery and on such occasions RML reserve the right to charge an aborted delivery charge of £250.00.

3. RML will not accept responsibility for shortages, damages or non-delivery unless the Customer complies with the following conditions: (a) Shortages and damages must be notified in writing by the Customer to RML within 3 working days of the delivery and (b) non – delivery of Goods must be reported by the Customer in writing to RML within 3 working days of the delivery. In relation to damaged Goods, packing materials for the item, should be retained by the Customer until any claim for damages by the Customer has been settled.

4. RML will not be held responsible nor incur any costs associated with short supplied or late delivered product to the Customer.

5. The Customer must ensure that RML has, at all times, clear, unimpeded access to both the overall site (including the ability to park the delivery van within easy access of the site) and the relevant kitchen areas for both the delivery of the Goods and the undertaken of the Works (which for the avoidance of doubt, shall include access without hindrance from other trades operating either in the kitchen area or anywhere on the access route to the kitchen area). Where other trades are working in the same vicinity as the area where the Works are to be undertaken and, in RML’s reasonable opinion, this may delay the undertaken of the Works, RML reserves the right to withdraw its delivery and/or installation team from the site until such time that the delivery and/or installation can commence without hindrance (and to charge the Customer for its reasonable costs incurred in respect of the aborted visit): Minimally an Aborted delivery charge would be £250.00 and Aborted installation charge would be £140.00. Furthermore, RML shall not be liable in any way to the Customer (or any other party) for any delay caused by such withdrawal.

6. If RML deliver to the Customer on the confirmed date and the Customer cannot accept delivery, RML will apply an Aborted delivery charge of £250.00. If RML organise the kitchen installation for the Customer on the agreed date and the Customer fails to cancel the kitchen installation by 4pm the day prior or fails to have the plot ready for the installer, then an Aborted Kitchen Installation charge will be applied at a cost of £140.00. If RML organise the appliance installation for the Customer on the agreed date and the Customer fails to cancel the appliance installation by 4pm the day prior or fails to have the plot ready for the appliance installer, then an Aborted Appliance Installation charge will be applied at a cost of £90.00.

7. The Customer must accept that all appliances makes, and model numbers are subject to alteration without notice based on the latest available information from the appliance manufacturer.

8. Delivery of kitchens will be 4-8 weeks from date of completed call-off by the Customer provided the following information has been provided:

(a) Confirm the quotation reference provided by RML,

(b) the Site name confirmed,

(d) the plot number confirmed,

(e) the range confirmed,

(f) the colour confirmed,

(g) worktop selection confirmed,

(h) handing of plot confirmed (The design provided by RML will be deemed to be “As” handing),

(i) Colour of appliances,

(j) any appliances to suit and provided submitted with no variations to the Design.

9. In the case of variations or amendments, the delivery period will remain 4-8 weeks from date the Customer accepts the variation or amendment in writing to RML. Whilst many of our kitchens are on “Order week 1 for delivery in Week 5”, it is the Customers responsibility to verify all lead times relating to the products they select for a development. All dates quoted for delivery are approximate and as such RML shall not be liable in any way for failure or delay in manufacture or delivery, irrespective of the cause.

10. Unless otherwise stated, The Quotation provides for the Works as detailed on the RML Delivery and Fitting Specification provided within our Quotation package.

Programme & Works Information

1. The Customer must provide RML with an accurate build programme at the start of the project. A programme of works must be agreed between the Customer and RML (albeit that such programme may be subject to change) this will be known as the “Works Programme.”

2. The Customer must ensure that RML receives regular updates to the original build programme (all in writing) throughout the duration of the project. RML must agree to any changes to the Works Programme in writing, the Customer must provide reasonable notice of these changes but always must allowfor the minimum delivery lead time.

3. If a maximum number of kitchens for delivery and fitting have been previously agreed, the Customer must ensure they do not “call off” greater than this amount without prior approval by RML and agreement reached in writing prior to proceeding.

4. The Customer must ensure that all plots are fully ready for the delivery of goods and the commencement of works in accordance with the following: (a) All walls, floors in each kitchen are satisfactorily finished, plumb square and level to the tolerances established by the NHBC Standards, (b) all wall sizes finished to the sizes detailed on the kitchen plans provided by RML, (c) all fixed points are correctly positioned in accordance to the Plans including windows, doors, plumbing, electrical sockets, boilers and soil and vent pipes etc, (d) the Customers mechanical, plumbing and electrical operatives are fully aware and briefed on the Works and what will be required to undertake their work within the kitchen area, (e) the kitchen area is clear of debris prior to commencement of the works, (f) the Customer agrees that Goods cannot be installed in areas where the environment is not controlled in terms of heat and humidity, as such, all external windows and doors must be installed prior to the commencement of the Works. Furthermore, any leaks or damage from rainwater ingress or rising damp must be rectified before the Works commence and (g) all plaster in the relevant kitchenarea must be completely dry and the walls and ceilings must be decorated.

5. If the Kitchen area is not ready for the Goods to be delivered or the Works to commence and/or any discrepancies are found from the agreed plans, the Customer accepts that; (a) they may be liable to pay any additional charges which are incurred by RML as a result of the need for RML to manufacture and/or order new Goods to factor in the discrepancies and/or the delay (since the Goods are likely to be put into production 2 weeks prior to the programmed delivery date),(b) that RML will not be held liable in any way for any delay in the commencement and/or completion of Works (c) they may also be liable for any aborted delivery charges incurred by RML (d) may also be liable for any aborted installation charges incurred by RML by its Installation teams.

6. The Customer acknowledges that noneof the Installers employed by RML to undertake the Works are able to take any direct instruction from the Customer in relation to the Works and the Customer agrees that RML shall not be liable in anyway should the Customer proceed in this manner. Any changes the Customer wishes to make to the Works from those detailed in the Quotation must be notified in writing to RML in accordance with the amendment procedure detailed in the “Amendments and variations” section.

7. The Customer upon completion of the Works must (with RML) carry out a “sign off” inspection of the Goods and the Works and complete and sign the RML “Kitchen Installation Record”. Any shortages of Goods or snagging details relating to the Works must be noted on the RML “Kitchen Installation Record” at the time of signing and may not be raised by the Customer following signature of this document. The Customer undertakes to carry out the “sign –off” inspection, and to complete and sign the RML “Kitchen Installation Record” on the day of completion of the Works, failing which: (a) the Works will be deemed to be complete and the Goods accepted to the Customer’s full satisfaction, (b) the Customer will be deemed to have signed the RML “Kitchen Installation Record” and (c) the Customer will become liable for all and any loss or damage to the Goods after such date.

8. In the event that RML delivery or and installation team arrive on site on an agreed date to deliver the Goods and/ or undertake the Works or to attend a meeting at the request of the Customer but are unable to do so for reasons outside RML control, then the Customer agrees that it will give RML reasonable notice of the proposed rescheduled date (a minimum of 7 days) for any such aborted visit but acknowledges that RML cannot be held responsible in any way if it is unable to attend on the proposed rescheduled date.

Liability Information

1. If a delay is caused to the Works Programme, the Customer agrees that no action will be taken against RML for such delays and no costs can be applied, levied or deducted from any sums due to RML for such delays. For the avoidance of doubt (and without limitation), the Customer agrees that RML shall not be responsible in any way, and accordingly that liquidated damages cannot be applied for such delays.

2. Under no circumstances shall RML be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect, or consequential, or any claims for consequential compensation whatsoever(however caused) which arise out of or in connection with the contract between RML and the Customer.

3. The Customer acknowledges that the limitations of liability contained within these terms and conditions are reasonable and that RML has taken these limitation provisions into account in pricing the Goods and the Works.

4. The Customer shall indemnify RML against all liability incurred by RML in respect of: (a) the breach of any duty imposed (whether by any statute, order, regulation, bye-law or common law) upon the occupier of the premises, or upon persons employed on the premises relating to: (i) the condition of the premises, (ii)the means of access to any place of work, or (iii) the suitability and condition of any plant, equipment or appliance used on the premises and not provided by RML; (b) the death of or injury to any person on those premises and loss of or damage to any real or personal property on or forming part of or adjacent to those premises. Provided that this indemnity shall not apply to the extent that the liability directly results from the negligent act or default of any person employed by us.

5. The Customer shall indemnify RML against any expenses, losses, damages or other liability of whatsoever nature which we may suffer or incur, whether by way of infringement of patents, copyright or registered design or otherwise, as a result of our copying, following or otherwise using a design, drawing, sample, instruction, specification or suggestion submitted by the Customer or on the Customers behalf. Provided that this indemnity will not apply to any liability arising from such action which the Customer have specifically advised RML against in writing prior to our taking that action. We shall not be liable for any expenses, losses or damages resulting from loss of use of the Goods arising from an infringement of a patent.

6. These terms and conditions shall be construed in accordance with English Law and shall be subject to the jurisdiction of the English Courts.