Terms & Conditions
1.1 In these Terms & Conditions the following words shall have the following meanings:
“Buyer” Rainbow Sales Ltd. t/a Surplus Toner Company, whose principal office is at 9 Toynbee Road, Eastleigh, Hampshire, SO50 9DH.
“Seller” the individual, organisation or company who accepts the Buyer’s Order.
“Goods” any goods which the Buyer is to purchase from the Seller (including any of them or any part of them).
“Contract” the contract between the Buyer and Seller for the sale and purchase of the Goods.
“Order” any purchase order of the Buyer for the Goods, incorporating these terms and conditions.
1.2 The headings in these terms and conditions are for reference only and shall not affect their interpretation.
2. Incorporation & Formation
2.1 The Buyer is prepared to transact with the Seller solely under these terms and conditions and these terms & conditions shall govern the Contract to the complete exclusion of all other terms or conditions.
2.2 No terms and/or conditions endorsed upon, contained within or delivered with the Seller’s acknowledgement quotation, acceptance of order, specification or similar document will form part of the Contract and the Seller waives any and all rights which it otherwise might have to rely on such terms and/or conditions. Any reference below or overleaf to such documents will not be deemed to imply that any terms or conditions endorsed upon delivered with or referred to in such documents will have effect to the exclusion or amendment of the Contract terms.
2.3 Each Order for Goods by the Buyer from the Seller shall be deemed to be an offer by the Buyer to purchase Goods subject to these terms and conditions and no Order shall be accepted until the Seller either expressly by giving notice of acceptance, or implied by fulfilling the Order, in whole or in part, accepts the offer.
2.4 Any variation to the Order or these terms and conditions shall have no effect unless expressly agreed in writing and signed by an authorised signatory of the Buyer.
2.5 Each Order is liable to cancellation by the Buyer if not unconditionally accepted by the Seller within 14 days of the Order.
3. Qualification & Specification
3.1 The description, quantity and quality and of the Goods shall, subject as provided in these Conditions, be as specified in the Quotation Form and/or in any applicable specification supplied or advised by the Buyer to the Seller.
3.2 The Seller shall comply with all applicable standards, regulations and/or other legal requirements concerning the packaging, packing and delivery of the Goods.
3.3 The Buyer shall have the right to inspect and test the Goods at all times and the Seller shall not unreasonably refuse any request by the Buyer to inspect and test the goods during processing the order at the premises of the Seller or any third party prior to despatch and the Seller shall provide the Buyer with all facilities reasonably required for inspection and testing.
3.4 If as the result of such inspection or testing the Buyer is not satisfied that the Goods will comply in all respects with the Contract and the Buyer so informs the Seller within 30 days of inspection or testing the Seller shall take all steps necessary to ensure compliance.
3.5 Notwithstanding any such inspection or testing, the Seller shall remain fully responsible for the Goods and any such inspection or testing shall not diminish or otherwise affect the Seller’s obligations under the Contract.
3.6 The Buyer may return any rejected Goods at the Seller’s risk and expense. The right to reject shall extend to the whole or any part of a consignment. Rejected Goods shall not be replaced unless the Buyer so requires in writing.
3.7 The Seller shall be responsible for repayment to the Buyer of all costs, losses, damages and expenses whatsoever incurred by the Buyer due to rejection of the Goods and/or any additional expenditure reasonably incurred by the Buyer in obtaining other goods to replace the rejected Goods.
3.8 The Seller acknowledges that precise conformity of the Goods with the Contract is of the essence of the Contract and the Buyer shall be entitled to reject the Goods if they are not in conformance with the Contract, however slight the breach may be.
3.9 The Goods shall be marked in accordance with the Buyer’s instructions and any applicable regulations or requirements of the carrier and properly packed and stored so as to reach their destination in an undamaged condition in the ordinary course.
3.10 The Buyer may at any time make changes in writing relating to the Contract including method of shipment, quantities, packing or time or place of delivery. If such changes result in an increasing cost of, or time required for, the performance of the Contract an equitable adjustment shall be made to the price, delivery schedule or both. The Buyer must approve any claim or adjustment by the Seller in writing before the Seller proceeds with such changes.
3.11 The Goods shall be fit and sufficient for the purpose for which such Goods are ordinarily used and for any particular purpose made known to the Seller by the Buyer. The Buyer relies on the skill and judgement of the Seller in the supply of the Goods and the execution of the Order.
4. Collection & Delivery
4.1 The Goods shall be delivered carriage paid by the Seller to the Buyer’s place of business as named on the Quotation/Order Form unless otherwise agreed in writing with the Buyer.
4.2 The Goods shall be delivered on the date or within the period specified in the Quotation Form.
4.3 Where access to the premises is necessary in connection with delivery or collection, the Seller and its sub-contractors shall at all times comply with the reasonable requirements of the Buyer’s Administrative Officer.
4.4 The Seller shall ensure that each delivery is accompanied by a copy of the quotation/order form which is prominently displayed and which shows, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
4.5 Time for delivery or collection shall be of the essence of the Contract.
4.6 If the Goods are not delivered or able to be collected on the due date then, without prejudice to any other rights that it may have, the Buyer reserves the right to:
4.6.1 cancel the Contract in whole or in part;
4.6.2 refuse to accept any subsequent delivery of the Goods that the Seller attempts to make;
4.6.3 recover from the Seller any expenditure reasonably incurred by the Buyer in obtaining the Goods in substitution from another supplier, and
4.6.4 claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Seller’s failure to deliver the Goods on the due date.
4.7 The Buyer shall not be deemed to have accepted the Goods until the Buyer has had twenty one days to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.
4.8 No Goods supplied under the Contract earlier than the date for delivery set out in these terms and conditions, or in any delivery schedule, will be accepted or paid for unless the Buyer notifies the Seller in writing of its intention to accept the same.
4.9 Unless the Buyer expressly agrees otherwise in writing, containers and packing must be supplied free of charge but will be returned, if required, at the Seller’s risk and expense.
4.10 If the Goods are delivered to the Buyer in excess of the quantities ordered, the Buyer shall not be bound to pay for the excess and any excess will be and will remain at the Seller’s risk and will be returnable at the Seller’s expense.
4.11 The Goods shall be properly packed clearly labelled with the barcode supplied by the Buyer to the Seller and adequately protected against damage and deterioration in transit.
4.12 The Seller will package the Goods securely in outer boxes with internal protective packaging surround the Goods.
The Seller will replace Goods damaged or lost in transit or during off-loading or stacking free of charge provided the Buyer gives written notice to the Seller of the damage or loss within a reasonable time after receipt of a despatch note. The Buyer may accept Goods that have been damaged in transit but the Buyer reserves the right to adjust the price offered on the Quotation Form for the Goods as a result of such damage. The Buyer will give written notice of such damage and adjustment to price to the Seller within 14 working days of receipt of the Goods.
5. Ownership & Risk
5.1 Risk in the Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Contract.
5.2 The ownership of the Goods shall pass to the Buyer upon delivery.
6.1 The price payable for the Goods shall be that stated in the Quotation/Order Form and unless otherwise stated shall be:
6.1.1 inclusive of all charges including, but not limited to, packaging material, packing, shipping, loading, carriage, insurance and delivery of the Goods to the delivery address and any duties, imposts, levies or value added tax where applicable; and
6.1.2 Fixed for the duration of the Contract.
6.2 No variation in the price nor extra charges can be made by the Seller (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of the Buyer.
6.3 The Buyer reserves the right to adjust the price stated in the Quotation/Order Form if the goods received are not equal in grade or quantity to our official Quotation/Order Form. Please refer to the Buyer’s cartridge grades definitions for full detailed description.
7.1 The Seller shall be entitled to invoice Rainbow Sales Ltd. on or at any time after delivery of the Goods and each invoice shall quote the number of the Order/Quotation. If the Seller is VAT Registered, payment will be made only by the Buyer after receipt of a VAT Invoice from the Seller.
7.2 Unless otherwise stated in the Quotation Form the Buyer shall aim pay the price of the Goods within 5 days after receipt of the goods. The Buyer shall advise the Seller of any items that are £nil value by means of an emailed Reconciliation Purchase Order, in which the Seller will be instructed to advise within 7 days of the date of such an email, their wish for the £nil value Goods to be collected or disposed of. If the Seller notifies the Buyer of their wish to collect the £nil value Goods, collection must be made within 30 days of such notification and the Seller will be responsible for all expenses and arrangements relating to the collection. If the £nil value Goods are not collected by the Seller within 30 days of such notification, the Buyer may dispose of the Goods at its own discretion.
7.3 Without prejudice to any other right or remedy, the Buyer reserves the right to set off any amount owing at any time from the Seller or associated Company of the Seller to the Buyer against any sums payable by the Buyer to the Seller or associated company of the Seller under the Contract where associated company has the same meaning as ascribed to it by section 416 Income and Corporation Taxes Act 1988.
8. Indemnity & Warranties
8.1 The Seller warrants to the Buyer that the Goods:
8.1.1 will be of satisfactory quality within the meaning of the Sale of Goods Act 1994, and fit for any purpose held out by the Seller or made known to the Seller in writing at the time the Order is placed;
8.1.2 will be free from defects in design, material and workmanship;
8.1.3 will correspond in every respect with any specifications or descriptions provided by the Buyer; and
8.1.4 will comply with all statutory requirements and regulations and voluntary codes of conduct relating to the Goods and their sale and supply.
8.2 The Seller shall indemnify and keep indemnified the Buyer in full from and against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with:
8.2.1 breach of any warranty given by the Seller in relation to the Goods;
8.2.2 any claim that the Goods infringe, or their use, resale or importation infringes the British or foreign patent, copyright, registered design, design right, trade mark, trade name or other intellectual property right of any other third party except to the extent that the claim arises from any specifications, drawings, samples or descriptions provided by the Buyer;
8.2.3 any claim made against the Buyer in respect of any liability, loss, damage, cost or expense sustained by the Buyer employees or agents by any customer or third party to the extent that such liability, loss, damage, cost or expense was caused by, relates to or arises from the Goods; or
8.2.4 any act or omission of the Seller or its employees, agents or sub-contractors in supplying, delivering and installing the Goods in accordance with the Contract
8.2.5 any defect in packaging or containers of the Goods or any misleading or inaccurate information or data supplied at any time by the Seller its servants or agents;
8.2.6 any injury (whether fatal or otherwise) to any person which may result directly or indirectly from any defect in the Goods or the negligent or wrongful act or omission of the Seller.
9.1 The Buyer shall have the right at any time by giving notice in writing to the Seller to terminate the Contract forthwith if:
9.1.1 the Seller commits a breach of any of the terms and conditions of the Contract;
9.1.2 any distress, execution or other legal process is levied upon any of the assets of the Seller;
9.1.3 the Seller enters into any arrangement or composition with its creditors, commits any act of bankruptcy or (being a corporation) if an order is made or an effective resolution is passed for its winding up (except for the purpose of amalgamation or reconstruction), or if a petition is presented to court, or if a receiver and manager, receiver, administrative receiver or administrator is appointed in respect of the whole, or any part of, the Seller’s undertaking or assets;
9.1.4 the Seller ceases or threatens to cease to carry on its business;
9.1.5 the financial position of the Seller deteriorates to such an extent that in the opinion of the Buyer the capability of the Seller adequately to fulfil its obligations under the Contract has been placed in jeopardy;
9.1.6 The Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller;
9.1.7 The Seller does not pay any money due from it to the Buyer; or there is any breach of these Conditions by the Seller.
9.2 The termination of the Contract, however arising, will be without prejudice to the rights and duties of either party accrued prior to termination. The Conditions, which expressly or impliedly have effect after termination, will continue to be enforceable not withstanding termination.
9.3 No concession or delay on the part of the Buyer shall be construed as a waiver of any rights and remedies.
9.4 The Buyer shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving to the Seller notice in writing whereupon all work on the Contract shall be discontinued. The Seller shall pay fair and reasonable compensation for the work in progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss whatsoever.
Without prejudice to any other right or remedy which the Buyer may have, if any Goods are not supplied in accordance with or the Seller fails to comply with any of the terms of this Contract the Buyer shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by the Buyer:
10.1 to rescind the Order;
10.2 to reject the Goods (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that a full refund for the Goods so returned shall be paid forth with by the Seller;
10.3 option for the Buyer to give the Seller the opportunity at the Seller’s expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
10.4 to refuse to accept any further deliveries of the Goods but without any liability to the Seller;
10.5 to carry out at the Seller’s expense any work necessary to make the Goods comply with the Contract; and
10.6 to claim such damages as may have been sustained in consequence of the Seller’s breaches of the Contract.
11.1 This Contract is personal to the Seller and the Seller shall not assign or transfer or purport to assign or transfer to any other person any of its rights or subcontract any of its obligations under the Contract.
11.2 The Buyer may assign the Contract or any part thereof to any person, firm or company.
12. Force Majeure
12.1 The Buyer reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Goods ordered if it is prevented from or delayed in the carrying on of its business through any circumstances beyond its reasonable control.
12.2 Without prejudice to the generality of condition 14.1 the following shall be included as causes beyond the Buyer’s reasonable control:
12.2.1 governmental actions, war or threat of war, national emergency, riot, civil disturbance, sabotage or requisition;
12.2.2 Act of God, fire, explosion, flood, epidemic or accident;
12.2.3 import or export regulations or embargoes;
12.2.4 labour disputes not including the work force of the Seller;
12.2.5 inability to obtain or delay in obtaining supplies of adequate or suitable material, fuel, parts, machinery or labour; or
12.2.6 a power failure of breakdown of machinery.
13.1 Any notice given under or pursuant to the Order may be sent by hand, by post, by registered post, by the recorded delivery service or transmitted by facsimile transmission or other means of telecommunications resulting in the receipt of a written communication in permanent form and if so sent or transmitted to the address of the party shown on the face hereof, or to such other address as the party may by notice to the other have substituted, shall be deemed effectively given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.
14.1 Each right or remedy of the Buyer under the Contract is without prejudice to any other right or remedy of the Buyer whether under the Contract or not.
14.2 Any provision of the Contract which is held by a competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of the Contract and the remainder of such provision shall not be affected.
14.3 Failure of the Buyer to enforce or partially enforce any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
14.4 The parties to this Agreement do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
14.5 The formation, construction, performance, validity and all aspects of the Contract are governed by English law and the parties submit to the exclusive jurisdiction of the English courts.