Terms & Conditions

1. Interpretation

Terms and Conditions of supply of goods and services Respond Service and Maintain limited (RSM) Dated 2022

The following definitions and rules of interpretation apply in these Conditions. 1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Conditions: these terms and conditions.
Contract: the contract between RSM and the Customer for the supply of Goods and/or Services

in accordance with these Conditions.

Customer: the entity, person or firm who purchases the Goods and/or Services from RSM.

Delivery Location: has the meaning given in clause .

Deposit: the deposit paid by the Customer pursuant to the Contract.

Force Majeure Event: has the meaning given to it in clause .

Goods: the goods (or any part of them) set out in the Order.

Goods Specification: any specification for the Goods, including any relevant plans set out in the Order.

Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s written acceptance of RSM’s quotation.

Privacy Policy: the privacy policy of RSM dated 24 September 2021.
RSM: Respond Service and Maintain Limited registered in England and Wales with company

number 12902091 whose registered office is at Lumbrook Mills, Westcroft Lane, Halifax HX3 7TY

Services: the services, to be supplied by RSM to the Customer as set out in the Service Specification.

Service Specification: the description or specification for the Services set out in the Order. Supplier Materials: has the meaning given in clause 8.1(h).

Third Party Warranty: a warranty relating to Goods provided to the RSM by a supplier of Goods to RSM

1.2 Interpretation:

1. (a)  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2. (b)  A reference to a party includes its personal representatives, successors and permitted assigns.
3. (c)  A reference to legislation or a legislative provision is a reference to it as amended or re- enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
4. (d)  Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
5. (e)  A reference to writing or written includes fax and email.

2. Basis of contract

1. 2.1  The Order constitutes an offer by the Customer to purchase Goods or Services or Goods and Services in accordance with these Conditions.
2. 2.2  The Order shall only be deemed to be accepted when RSM issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
3. 2.3  Any samples, drawings, descriptive matter or advertising issued by RSM and any descriptions of the Goods or illustrations or descriptions of the Services contained in RSM’s catalogues 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 nor have any contractual force.
4. 2.4  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 law, trade custom, practice or course of dealing.
5. 2.5  Any quotation given by RSM shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
6. 2.6  All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

7. 2.7  The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
8. 2.8  The Customer shall pay the Deposit required under the Contract, which shall be non-refundable.

3. Goods

1. 3.1  The Goods are described in the Order.
2. 3.2  To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify RSM 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 costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by RSM arising out of or in connection with any claim made against RSM for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with RSM’s use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.
3. 3.3  RSM reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and RSM shall notify the Customer in any such event.

4. Delivery of Goods

1. 4.1  RSM shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order,, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered;
2. 4.2  RSM shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after RSM notifies the Customer that the Goods are ready.
3. 4.3  Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
4. 4.4  Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. RSM 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 RSM with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5. 4.5  If RSM 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. RSM shall have no liability for any failure to deliver

the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide RSM with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

6. 4.6  If the Customer fails to take delivery of the Goods within three Business Days of RSM notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by RSM’s failure to comply with its obligations under the Contract in respect of the Goods:
   1. (a)  delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which RSM notified the Customer that the Goods were ready; and
   2. (b)  RSM shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
7. 4.7  If ten Business Days after the day on which RSM notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, RSM may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.
8. 4.8  RSM 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. Quality of Goods

1. 5.1  The Goods shall:
   1. (a)  conform in all material respects with their description the Goods Specification;
   2. (b)  be free from material defects in design, material and workmanship: and
   3. (c)  be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
   4. (d)  be fit for any purpose held out by RSM.
2. 5.2  Subject to clause 5.3 and 5.7, if:
   1. (a)  the Customer gives notice in writing to RSM 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 and:
   2. (b)  RSM is given a reasonable opportunity of examining such Goods;

   RSM shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

3. 5.3  RSM shall not be liable for the Goods’ failure to comply with clause 5.1 if:
   1. (a)  the Customer makes any further use of such Goods after giving a notice in accordance with clause ;
   2. (b)  the defect arises because the Customer failed to follow RSM’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 regarding the same;
   3. (c)  the defect arises as a result of RSM following any drawing, design or Goods Specification supplied by the Customer;
   4. (d)  the Customer alters or repairs such Goods without the written consent of RSM;
   5. (e)  the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
   6. (f)  the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
4. 5.4  Except as provided in this clause , RSM shall have no liability to the Customer in respect of the Goods’ failure to comply with clause .
5. 5.5  These Conditions shall apply to any repaired or replacement Goods supplied by RSM.
6. 5.6  RSM shall assign to the Customer all Third Party Warranties which are capable of assignment and where such assignment requires the Goods supplier to consent to such assignment RSM shall use reasonable endeavours to obtain the same.
7. 5.7  Where RSM assigns the benefit of a Third Party Warranty to the Customer pursuant to clause 5.6 then the Customer shall take all reasonable steps to enforce such warranty against the goods supplier in respect of any defect in the goods in breach of clause 5.1 prior to making any claim against RSM.

6. Title and risk

1. 6.1  The risk in the Goods shall pass to the Customer on completion of delivery.
2. 6.2  Title to the Goods shall not pass to the Customer until RSM receives payment in full (in cash or cleared funds) for the Goods and any other goods that RSM has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
3. 6.3  Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as RSM’s property;

2. (b)  not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
3. (c)  maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on RSM’s behalf from the date of delivery;
4. (d)  notify RSM immediately if it becomes subject to any of the events listed in clause to clause ; and
5. (e)  give RSM such information as RSM may reasonably require from time to time relating to:
   1. (i)  the Goods; and
   2. (ii)  the ongoing financial position of the Customer.

7. Supply of Services

1. 7.1  RSM shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
2. 7.2  RSM shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
3. 7.3  RSM reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and RSM shall notify the Customer in any such event.
4. 7.4  RSM warrants to the Customer that the Services will be provided using reasonable care and skill.

8. Customer’s obligations

8.1 The Customer shall:

1. (a)  ensure that the terms of the Order and any information it provides in the Service Specification and the Goods Specification are complete and accurate;
2. (b)  co-operate with RSM in all matters relating to the Services;
3. (c)  provide RSM, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by RSM to provide the Services;
4. (d)  provide RSM with such information and materials as RSM may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
5. (e)  prepare the Customer’s premises for the supply of the Services; 6

6. (f)  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;
7. (g)  comply with all applicable laws, including health and safety laws;
8. (h)  keep all materials, equipment, documents and other property of RSM (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain RSM Materials in good condition until returned to RSM, and not dispose of or use RSM Materials other than in accordance with RSM’s written instructions or authorisation; and
9. (i)  comply with any additional obligations as set out in the Service Specification and the Goods Specification; and

8.2 If RSM’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

1. (a)  without limiting or affecting any other right or remedy available to it, RSM shall 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 in each case to the extent the Customer Default prevents or delays RSM’s performance of any of its obligations;
2. (b)  RSM shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from RSM’s failure or delay to perform any of its obligations as set out in this clause ; and
3. (c)  the Customer shall reimburse RSM on written demand for any costs or losses sustained or incurred by RSM arising directly or indirectly from the Customer Default.

9. Charges and payment

1. 9.1  The price for Goods and /or Services:
   1. (a)  shall be the price set out in the Order: and
   2. (b)  shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer.
2. 9.2  RSM reserves the right to:

(a) increase the price of the Goods and/or Services, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to RSM that is due to:

(i) any factor beyond the control of RSM (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

2. (ii)  any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
3. (iii)  any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give RSM adequate or accurate information or instructions in respect of the Goods.

3. 9.3  The Customer shall pay each invoice submitted by RSM:
   1. (a)  within 30 days of the date of the invoice or in accordance with any credit terms agreed by RSM and confirmed in writing to the Customer; and
   2. (b)  in full and in cleared funds to a bank account nominated in writing by RSM, and time for payment shall be of the essence of the Contract.
4. 9.4  All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by RSM to the Customer, the Customer shall, on receipt of a valid VAT invoice from RSM, pay to RSM such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
5. 9.5  If the Customer fails to make a payment due to RSM under the Contract by the due date, then, without limiting RSM’s remedies under clause , the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.5 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
6. 9.6  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).

10. Confidentiality

1. 10.1  Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or completion of the supply of Goods and/or services of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause .
2. 10.2  Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 10; and

8

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

11. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

1. 11.1  RSM has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £5,000,000 per claim. The limited and exclusions in this clause reflect the insurance cover RSM has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
2. 11.2  The restrictions on liability in this clause apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
3. 11.3  Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
   1. (a)  death or personal injury caused by negligence;
   2. (b)  fraud or fraudulent misrepresentation;
   3. (c)  breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
   4. (d)  defective products under the Consumer Protection Act 1987.
4. 11.4  Subject to clause , RSM’s total liability to the Customer shall not exceed the price of the Goods and Services (excluding VAT)
5. 11.5  Subject to clause 11.3 the following types of loss are wholly excluded:
   1. (i)  loss of profits;
   2. (ii)  loss of sales or business;
   3. (iii)  loss of agreements or contracts;
   4. (iv)  loss of anticipated savings;
   5. (v)  loss of use or corruption of software, data or information;
   6. (vi)  loss of or damage to goodwill; and
   7. (vii)  indirect or consequential loss.
6. 11.6  This clause shall survive termination of the Contract.

12. Termination

12.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) 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 7 days after receipt of notice in writing to do so;

(b)

(c)

(d) the other party’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.

the other party suspends, or threatens to suspend, or ceases or threatens to cease to

carry on all or a substantial part of its business; or

12.2

Without affecting any other right or remedy available to it, RSM may terminate the Contract with

immediate effect by giving written notice to the Customer if the Customer fails to pay any amount

due under the Contract on the due date for payment

12.3 Without affecting any other right or remedy available to it, RSM may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and RSM if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause to clause or RSM reasonably believes that the Customer is about to become subject to any of them.

13. Consequences of termination

13.1 On termination of the Contract:

1. (a)  the Customer shall immediately pay to RSM all of RSM’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, RSM shall submit an invoice, which shall be payable by the Customer immediately on receipt;
2. (b)  the Customer shall return all of RSM Materials or Goods which have not been fully paid for. If the Customer fails to do so, then RSM 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.

2. 13.2  Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination .
3. 13.3  Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect

    

   14. Force majeure

   Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 4 weeks, either the party may terminate the Contract by giving 7 days’ written notice to the other.

    

   15. General

1. 15.1  Assignment and other dealings
   1. (a)  RSM may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
   2. (b)  The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
2. 15.2  Privacy Policy

   The Privacy Policy shall apply and shall be incorporated into these terms and conditions.

3. 15.3  Notices.
   1. (a)  Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
      1. (i)  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); or
      2. (ii)  sent by email to the address specified in the Contract.
   2. (b)  Any notice shall be deemed to have been received:
      1. (i)  if delivered by hand, at the time the notice is left at the proper address;
      2. (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; or

(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) 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.

(d) A notice given under the Contract is valid if sent by email.

4. 15.4  Severance. 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 clause 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.
5. 15.5  Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
6. 15.6  No partnership or agency. 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.
7. 15.7  Entire agreement.
   1. (a)  The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
   2. (b)  Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
   3. (c)  Nothing in this clause shall limit or exclude any liability for fraud.
8. 15.8  Third party rights.

   The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

9. 15.9  Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

10. 15.10  Governing law. 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 shall be governed by and construed in accordance with the law of England and Wales.
11. 15.11  Jurisdiction. 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.