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General terms of sale

General Terms of Sale – RSC Technology LTD

1. Definitions

In these Conditions, the following definitions apply:

  • Business Day: A day (excluding weekends and public holidays) when banks are open for business in England.
  • Commencement Date: The date the Contract comes into force, as defined in clause 2
  • Conditions: These terms and conditions are amended from time to time.
  • Contract: The contract between the Supplier and the Customer for the supply of Goods or Services.
  • Customer: The entity purchasing Goods or Services from RSC Technology LTD.
  • Goods: The goods specified in the Customer’s Order.
  • Services: The services specified in the Customer’s Order.
  • Supplier: RSC Technology LTD.
  • Order: The Customer’s written order for Goods or Services.

2. Basis of the Contract

2.1 The Customer’s Order constitutes an offer to purchase Goods or Services in accordance with these Conditions. The Contract is formed when the Supplier issues written acceptance of the Order.

 2.2 Any illustrations, drawings, or advertising issued by the Supplier are for general description purposes and do not form part of the Contract.

2.3. 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.

2.4 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue. All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3. Supply of Goods

3.1 The Goods are described in the specification agreed between the Supplier and Customer.

 3.2 The Supplier reserves the right to modify the Goods’ specification to comply with applicable laws.

 3.3 The Customer shall indemnify the Supplier against any claims arising from the use of specifications supplied by the Customer that infringe third-party intellectual property rights.

4. Delivery

4.1 Delivery of Goods will be made to the location specified in the Order. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. Any allegations of damage, shortage or non-delivery of Goods must be notified to the Supplier within seven days from dispatch date.

 4.2 Delivery dates are estimates, and time of delivery is not of the essence. The Supplier is not liable for delays due to Force Majeure or Customer’s failure to provide necessary information.

 4.3 If the Customer fails to accept delivery within three Business Days after notification, the Supplier may charge storage fees.

5. Quality of Goods

5.1 The Supplier shall not be liable for any failure of the Goods if:

(a) the defect arises because the Customer failed to follow the Supplier’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;

(b) the defect arises as a result of the Supplier following any drawing, design or

specification supplied by the Customer;

(c) the Customer alters or repairs such Goods without the written consent of the

Supplier;

(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or

abnormal working conditions

(e) the Goods differ from the Goods Specification as a result of changes made to

ensure they comply with applicable statutory or regulatory requirements.

5.2 These Conditions shall apply to any repaired or replacement Goods supplied by the

Supplier.

6. Title and Risk

6.1 Risk in the Goods passes to the Customer on delivery. 

6.2 Title to the Goods passes when full payment is received by the Supplier. Until then, the Customer must store the Goods separately and insure them.

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 the Supplier’s property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;

(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 12

(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to  the Goods and the ongoing financial position of the Customer.

6.4 At any time before title to the Goods passes to the Customer, the Supplier may require

the Customer to deliver up all Goods in its possession that have not been resold, or

irrevocably incorporated into another product and if the Customer fails to do so

promptly, enter any premises of the Customer or of any third party where the Goods

are stored in order to recover them.

7. Supply of Services

7.1 The Supplier will provide the Services to the Customer in accordance with the agreed specification.

 7.2 The Supplier reserves the right to amend the Services to comply with legal requirements, provided such amendments do not materially affect the Services’ quality.

8. Customer Obligations

The Customer shall:

  • Ensure the accuracy of any Order and related information.
  • Provide access to premises, materials, and information required for the Supplier to fulfil its obligations.
  • Obtain any licences, permissions or/and consents necessary for the Supplier to provide the Services.
  • Comply with all applicable laws, including health and safety laws
  • keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation.

8. Charges and Payment

8.1 Prices for Goods and Services will be as set out in the Order or the Supplier’s quotation.
8.2 The Supplier shall be entitled to charge an overtime rate for each part day or for any time worked by individuals whom it engages on the Services.

8.3 The Supplier shall be entitled to charge the Customer for any expenses incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.

8.4 The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:

(a) any factor beyond the control of the Supplier (including increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

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

8.5 The Customer shall pay each invoice submitted by the Supplier within 30 days of the date of the invoice and in full and in cleared funds to a bank account nominated in writing by the Supplier. Time for payment shall be of the essence of the Contract.

8.6 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 the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier 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.

8.7 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 12, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest will accrue each day at 8% a year above the Bank of England’s base rate from time to time.

8.8 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).

9. Intellectual Property rights

All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier. The Customer grants the Supplier a fully paid-up, nonexclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

10. Confidentiality

To further protect sensitive business and technical information, the following will apply:

a) Both parties shall treat all technical, financial, and commercial information, including project details, methods, customer lists, or proprietary processes, as strictly confidential.

b)Information can only be shared with employees or agents on a need-to-know basis and subject to confidentiality obligations.

c)Any breach of this confidentiality provision entitles the non-breaching party to seek injunctive relief, damages, or termination of the agreement.

These confidentiality obligations survive the termination of this agreement.

11. Limitation of liability

a) RSC Technology LTD’s liability for any claim under the contract, whether in contract, tort, or otherwise, is limited to the price of the services or goods provided.

b) RSC Technology LTD shall not be liable for indirect, special, or consequential damages, including but not limited to loss of profit, loss of data, or business interruption.

c) Nothing in this clause limits RSC’s liability for death or personal injury caused by its negligence, fraud, or any liability that cannot be legally limited.

12. Termination

Either party may terminate the contract with 3 months’ written notice.

Immediate termination is available if the other party:

a) Commits a material breach and fails to remedy it within 7 days of notification.

b) Becomes insolvent or enters liquidation.

c) Fails to comply with data security or confidentiality obligations.

Upon termination, the customer shall immediately return all proprietary information and materials related to the services, and settle all outstanding invoices.

13. Force Majeure

Neither party will be liable for any failure or delay in performance caused by events beyond their reasonable control, such as natural disasters or strikes.

14. Governing Law and Jurisdiction

The Contract and any disputes will be governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.