Terms & Conditions for the Supply of Goods & Services
We are Rubicon Workflow Solutions Limited. The following Conditions set out the basis on which we will supply goods and services to you and prevail over any conflicting terms that you purport to introduce. You will be deemed to have accepted these Conditions by completing the Registration Form or in any event on submitting an Order. These Conditions cannot be varied unless agreed in writing by one of our directors.
1. Definitions and Interpretation
1.1. In these Conditions the following words will have the meanings set opposite them:
"Account" means your account with us under which we supply you with Goods and/or Services. "Confirmation of Order" means either our acceptance of an Order in writing (by electronic means or otherwise) or our supply of the Goods or Services, whichever occurs first. "Goods" means any product(s) of ours excluding Software displayed in our current price list or on the Website. "Intellectual Property Rights" means any enforceable intellectual property right including without limitation copyright, database right, trademark, patent, trade secret or design right (whether registered or unregistered). "Order" means your request for us to supply Goods or Services, which you place by signing and returning our written estimate to us. "Price" means the price of the Goods or Services set out in the Order together with VAT and, where applicable, a delivery charge. "Registration Form" means our current Account Application Form which can be obtained by telephoning 0800 007 3040 or emailing: info@rubicon-it.co.uk. "Services" means any services that we agree to supply to you pursuant to an Order including, without limitation, the delivery and installation of Software. "Software" means any software that we supply to you pursuant to an Order. "Software Owner" means the third party who owns or is the licensor of the Software. "Website" means any website of ours on which we advertise goods or services. "You, your" means the person, firm or company whose details appear on the Order.
1.2. If there is a conflict between an Order and the Conditions, the Order will prevail.
2. Account Opening & Order Process
2.1. You agree that the information you supply in the Registration Form and any Order will be accurate, complete and up to date. You will notify us immediately you become aware of any inaccuracy or change in the information you have given us.
2.2. We will not be obliged to open an Account for you and may refuse to do so without giving a reason. We may suspend or cancel an Account at any time on giving you written notice.
2.3. By submitting the Registration Form, you agree that we may obtain credit reports about you from credit management companies, and contact any trade/bank referees whose details you have supplied to us.
2.4. We will not normally acknowledge Orders. Any acknowledgment by us of an Order will not constitute its acceptance, which will only occur on the Confirmation of Order.
2.5. We will not be obliged to accept any Order and may refuse to accept an Order without giving a reason. Each Order that we accept will constitute a separate and severable contract.
2.6. The descriptions and illustrations of the Goods set out on the Website and in our literature present a general idea of the Goods and do not form part of the contract. We cannot be held liable for any error or omission in any such descriptions or illustrations.
2.7. You may not cancel or re-schedule an Order once we have accepted it except on such terms as we may agree in writing.
3. Delivery
3.1. Any indication that we may give as to the time in which we will deliver the Goods will be a good faith estimate only. We will use all reasonable endeavours to deliver the Goods within the time-scale that we have estimated. However, time of delivery of Goods is not of the essence.
3.2. Delivery will be deemed to have taken place when we/our nominated carrier delivers the Goods or Services to the address you have notified us for delivery regardless of whether you are available to collect such Goods or Services.
3.3. We may, but will not be obliged to, deliver the Goods by instalments and in such circumstances any instalment delivered will be treated as a separate and severable contract.
3.4. You must notify us within 5 days of our estimated delivery date if you have not received the Goods. You must inspect the Goods on delivery and notify us within 5 days of delivery if there is any shortfall in the Goods you have received or if the Goods are damaged.
3.5. If you fail to take delivery of the Goods or give inadequate instructions as to their delivery we may store the Goods and charge storage and administration charges, or sell the Goods at the best price readily obtainable.
4. Price
4.1. Unless we agree otherwise with you in writing, we will not be obliged to deliver the Goods or Services until you have paid us the Price in full cleared funds (without deduction or set off).
4.2. We may, in our absolute discretion, agree to supply Goods or Services to you in advance of being paid the Price. In such circumstances, we may invoice you the Price immediately on or after delivery and you agree to pay us the Price within 30 days of the date of such invoice.
4.3. Any written estimate that we give is only valid until the date you accept it or the expiry of the period set out in the estimate. If no time period is set out, the estimate will be valid only for 7 days from the date of the estimate.
4.4. If you fail to pay us the Price in accordance with our payment terms, we may charge interest on the amount outstanding in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, suspend the delivery of any Goods or Services, or cancel any Order that we have accepted.
5. Risk and Title
5.1. Risk in the Goods will pass to you when we or our nominated carrier deliver(s) the Goods to the address notified to us for delivery of the Goods. You agree to insure the Goods to their full replacement value immediately with effect from their delivery.
5.2. Notwithstanding delivery and the passing of risk in the Goods, title in the Goods will not pass to you until you have paid us in full cleared funds the Price and any sums that are due in respect of any other Order. Title in the Software will not pass to you at any time as the Software and all Intellectual Property Rights will remain the property of the Software Owner.
5.3. Until such time as the title in the Goods passes to you, you will hold the Goods as our bailee and will keep the Goods separately and properly stored, protected, insured and identified as our property.
6. Warranties and Liability
6.1. Where you notify us within 5 days of the date of delivery of any Goods of any valid claim in respect of their quality or condition, we may replace the Goods free of charge or (at our discretion) refund the Price plus any delivery costs that you may reasonably incur in returning the Goods.
6.2. In the case of Goods and Software, we use all reasonable endeavours to pass on to you the benefit of any warranty or guarantee given by the manufacturer or Software Owner. You will be liable for complying with the terms of any licence accompanying the Software.
6.3. We are not liable for any delay or failure to deliver the Goods due to an event beyond our reasonable control.
6.4. We will use reasonable care and skill in performing the Services.
6.5. We will not be liable for any loss of actual or anticipated profits or savings, loss of business, loss of opportunity or for any special, indirect or consequential loss whether arising from a breach of the Conditions or negligence in performing the Services.
6.6. Subject to the foregoing, our entire aggregate liability to you for direct loss whether in contract, tort (including negligence) or arising in any other way will not exceed the Price paid to us in respect of the Order giving rise to the claim.
6.7. You will keep us fully and effectively indemnified against any third party claims arising from your breach of the Conditions.
7. Suspension and Termination
7.1. Without prejudice to any other right or remedy available to us, we may suspend delivery of any Goods and/or terminate any Order on giving you written notice if you are in material breach of any of these Conditions, you become insolvent or subject to an administration order or compulsory winding up proceedings or make a voluntary arrangement with your creditors, or a receiver or administrative receiver is appointed of any of your assets.
8. General
8.1. These Conditions constitute the entire agreement between you and us in respect of the Goods and supersede any earlier arrangements, understandings, promises, or agreements made between the parties in respect of the Goods.
8.2. We may assign or sub-contract our obligations under the Conditions on giving you notice.
8.3. No relaxation, forbearance or delay by us in enforcing our rights under the Conditions will prejudice our rights to enforce such provision, nor will any waiver by us of any breach operate as a waiver of any subsequent or continuing breach.
8.4. If any of the Conditions is deemed by a court or competent authority to be invalid or unenforceable in whole or part, the remaining Conditions or part of them will remain in full force and effect.
8.5. These Conditions will be governed exclusively by English law. You and we agree to submit exclusively to the jurisdiction of the English courts.
8.6. No third party will be granted any rights under these Conditions.