RV ASTLEY LTD TERMS AND CONDITIONS
All goods supplied by RV Astley Ltd are subject to the following terms and conditions.
The Customer's attention is drawn in particular to the provisions.
1. INTERPRETATION
1.1 Definitions.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended periodically in accordance with clause 2.5.
Contract: the contract between RV Astley and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Control: has the meaning given in section 1124 of the CTA 2010, and controls, controlled, and the expression Change of Control shall be interpreted accordingly.
Customer: the party who purchases the Goods from RV Astley.
Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
Goods: the products (or any part of them) set out in the Order.
Order: the Customer's order for the Goods, as set out in the Customer's purchase order form, the Customer's written acceptance of RV Astley's quotation, pro forma or sales order, as the case may be.
Price: The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in RV Astley's published price list in force as of the date of delivery.
Specification: any specification for the Goods, including any related plans, images and drawings, that is agreed in writing by the Customer and RV Astley.
RV Astley: RV Astley Ltd (registered in England and Wales with company number 08015872).
1.2 Interpretation.
1.2.1 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.2.2 Any phrase introduced by the terms including, include, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.3 A reference to writing or written includes emails.
2 BASIS OF CONTRACT/CONDITIONS
2.1 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 trade, custom, practice or course of dealing.
2.2 Any samples, drawings, descriptive matter or advertising produced by RV Astley and any descriptions, images, or illustrations contained in RV Astley's website, catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.3 Any typographical, clerical or other error or omission in any sales literature, pro forma, quotation, acceptance or offer, invoice or other document or information issued by RV Astley shall be subject to correction without liability on RV Astley.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promises, representation, assurance or warranty made or given by or on behalf of RV Astley which is not set out in these Conditions. For the avoidance of doubt, any advice or recommendation provided by RV Astley shall not form part of the Contract and shall not be relied upon by the Customer.
2.5 RV Astley may revise and amend these conditions at any time without prior notice.
2.6 Customers are bound by the most recent version of these conditions when trading with RV Astley. The RV Astley conditions in effect at the time the Contract is formed will govern the Contract between RV Astley and the Customer.
2.7 RV Astley reserves the right to change trade and any recommended retail prices at any time without prior notice.
3 CUSTOMER ACCOUNTS
3.1 Trade Accounts.
3.1.1 RV Astley operates as a trade-only supplier
3.1.2 Evidence of trading is required before supplying potential buyers.
3.1.3 Examples of acceptable proof required includes;
3.1.3.1 Business cards,
3.1.3.2 Business invoices,
3.1.3.3 VAT registration confirmation;
3.1.3.4 A Company Incorporation Certificates.
3.1.4 RV Astley reserves the right to reject any trade account application deemed incomplete or not from a bona fide related trade buyer.
3.1.5 RV Astley reserves the right to cancel trade accounts without prior notice.
3.2 Online Resellers (Customer Obligations and Requirements).
3.2.1 The Customer is permitted to sell RV Astley goods online provided that they hold a trade account with RV Astley in accordance with clause 3.2 and provided they comply with clauses 12.1 to 12.5.3 of these Conditions.
3.2.2 If the Customer wishes to access RV Astley’s authorised image bank for Goods details and images, they must complete the official form available on RV Astley’s website. RV Astley will not supply any images for its Goods other than those featured within its image bank.
3.2.3 Upon approval, RV Astley will be granted access to a curated image bank. This selection of Goods is determined by RV Astley and may be reviewed and changed without prior notice.
3.2.4 The Image Bank will include:
3.2.4.1 Alternative Goods Names: Customers will be given alternative Goods names for the selected items, which are not related to the RV Astley name. RV Astley’s original Goods name must not be used.
3.2.4.2 Goods Images: High-quality, grey background images.
3.2.4.3 Alternative Goods Descriptions: Alternative written Goods descriptions which are not related to the original RV Astley descriptions for the Goods. RV Astley’s original description must not be used.
3.2.4.4 Weights and Dimensions: Weights and dimensions for each of the Goods, as well as packed weights and dimensions.
3.2.5 Compliance.
3.2.5.1 The Customer may choose to use the alternative names, designated descriptions and images provided in the Image bank, however, should the Customer decide against utilising this information, then any Goods names, descriptions or other information used by the Customer must not name, refer to, or otherwise be linked in any way to, RV Astley, its website, its original Goods names, descriptions or images to ensure such Goods cannot be traced back to RV Astley.
3.2.5.2 Customer’s websites must not feature RV Astley’s Goods under RV Astley’s unregistered trademarks; RV Astley, Astley, RVA or any variation thereof which could be confused with such trademarks.
3.2.5.3 RV Astley only sanctions the selling of the Goods on the customer's "own website".
3.2.5.4 The Customer must not use ‘RV Astley’, ‘RVA’ or ‘Astley’ in any domain name, within the Customer’s meta data or in any search engine back links.
3.2.5.5 Under no circumstances are any RV Astley Goods to be sold on any auction, general merchant or multi-retailer selling website including, but not limited to, eBay or Amazon.
3.2.5.6 Unauthorised alterations or misuse of these materials may result in immediate termination of access to the images bank and/or termination of the Customer’s account.
3.3 RV Astley reserves the right to cancel customer accounts without prior notice.
3.4 RV Astley reserves the right to terminate the customer’s account if any actions taken by the customer are reasonably perceived to negatively impact the RV Astley brand and/or reputation.
4 GOODS
4.1 The Goods are described in RV Astley's website, catalogue or price list as modified by any applicable Specification.
4.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify RV Astley 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 and other professional costs and expenses) suffered or incurred by RV Astley in connection with any claim made against RV Astley for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with RV Astley's use of the Customer’s Specification. This clause 4.2 shall survive termination of the Contract.
4.3 RV Astley reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
5 ORDERS
5.1 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate. All orders must be confirmed in writing by the Customer.
5.2 The Order shall only be deemed to be accepted when RV Astley:
5.2.1 Performs any act consistent with fulfilling the order; or
5.2.2 Issues a written acceptance of the Order via an official Order acknowledgement, at which point the Contract shall come into existence.
5.3 No order which has been accepted by RV Astley may be cancelled by the Customer except with the agreement in writing of RV Astley and on the terms that the Customer shall indemnify RV Astley in full against all loss (including the cost of labour and materials used), damages, charges and expenses incurred by RV Astley as a result of such cancellation.
5.4 All Orders are subject to Goods availability. RV Astley reserves the right to refuse any orders from customers.
6 DELIVERY
6.1 RV Astley shall ensure that:
6.1.1 Each delivery of the Goods is accompanied by a delivery note that 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 Goods are being delivered by instalments, the outstanding quantity of Goods remaining to be delivered; and
6.1.2 If RV Astley requires the Customer to return any packaging materials to RV Astley, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as RV Astley shall reasonably request. Returns of packaging materials shall be at RV Astley's expense.
6.2 RV Astley shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing (Delivery Location) at any time after RV Astley notifies the Customer that the Goods are ready. All deliveries are made Monday to Friday between 9:00 am and 5:30 pm. Deliveries will be made to business addresses only, direct deliveries (to end user residential addresses) will only be made by agreement of RV Astley within the official Order acknowledgement.
6.3 Once a contract has been formed any amendments to that Contract are accepted entirely at the discretion of RV Astley. In the event the Customer wishes to seek to amend a Contract then it must give notice in writing thereof by no later than Midday on the day before the expected date of delivery to both the Sales and Dispatch teams of RV Astley. Verbal amendments are not accepted nor is any employee of RV Astley authorised to accept any verbal amendments to any Contract. Upon receipt of a proposal to amend any Order RV Astley will, to the extent it is willing to accept such amendments, specify the effect such amendments may have on the Contract, which may include, inter alia, changes to lead times, delivery dates and the Contract Price. The Customer’s acceptance of such terms shall constitute an Order for the purposes of clause 5.2. Upon the issuance by RV Astley of an official Order acknowledgement in respect thereof the original Contract shall be deemed varied accordingly.
6.4 Delivery is completed on the conclusion of unloading of the Goods at the Delivery Location, with the exception of deliveries where the Customer has opted and paid for a White Glove Delivery (as detailed in the White Glove Delivery section on RV Astley’s website).
6.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. RV Astley shall not be liable, financially or otherwise, for any failure to deliver or delay in delivery of the Goods caused by a Force Majeure Event or by the Customer's failure to provide RV Astley with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. Subject to the above if RV Astley fails to deliver the Goods its liability shall be limited to a refund of the purchase price of the Goods concerned.
6.6 If RV Astley, or our carriers, fails to deliver the Goods by a specific date, RV Astley does not accept any liability for installers charges etc. All orders are only accepted on this basis.
6.7 If the Customer fails to take delivery of the Goods within three Business Days of RV Astley notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or RV Astley's failure to comply with its obligations under the Contract:
6.7.1 Delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which RV Astley notified the Customer that the Goods were ready; and
6.7.2 RV Astley shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses thereof (including insurance) and where there are no direct costs and expenses incurred a reasonable fee for storage in line with the current price practices of self-storage business operators.
6.8 If ten Business Days after the day on which RV Astley notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, RV Astley may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
6.9 RV Astley may deliver the Goods in instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract and any delay in delivery or defect in any instalment shall not entitle the Customer to cancel any other instalment.
6.10 Where a delivery cannot be completed due to customer-related issues, RV Astley will charge the customer for re-delivery costs in addition to any costs of the failed delivery. Fuel surcharges and driver retention surcharges from our carriers may also be applied with prior notice.
6.11 Pallet deliveries are handled by our carefully selected partner using articulated lorries with tail lifts. Customers must ensure that our carriers have suitable access and can stop and unload safely. RV Astley must be informed of any delivery restrictions prior to dispatching goods. The customer is responsible for providing accurate delivery information and RV Astley cannot be held liable for failed deliveries resulting from incorrect information provided by the customer.
6.12 If the customer fails to receive delivery of the Goods within one hour of the goods arriving at the delivery location, or if RV Astley is unable to deliver the Goods for any reason specified in clause 6.5 above then the Customer will be liable for any additional costs incurred by RV Astley. RV Astley is not liable for any damage or loss resulting directly or indirectly from delivery delays
7 CUSTOMER CONTRACT CANCELLATIONS
7.1 The cancellation of any Contract is entirely at the discretion of RV Astley and on terms that the Customer shall indemnify RV Astley from and against any costs incurred by RV Astley in relation to the order up to the time of the cancellation.
8 RETURNS
8.1 It is the customer's responsibility to thoroughly inspect the Goods upon delivery.
8.2 All damaged goods or discrepancies must be reported in writing via the returns section of the RV Astley website within five working days of delivery.
8.3 Only deliveries, that are identified to have damages or defects, where the delivery date is more than five working days prior are to be reported via email to returns@rvastley.co.uk.
8.4 All returns being reported must include photographs of any damage or quality concerns to qualify for a replacement, credit or discount. Our team will advise whether to return the faulty Goods or dispose of them.
8.5 Returns for non-faulty or unwanted items may be accepted, but solely at RV Astley’s discretion and on such terms as RV Astley may determine. RV Astley will charge a 20% re-stocking fee The customer is responsible for the cost and safe return of these items and returns will not be accepted if Goods are damaged in transit during their return (unless collected by RV Astley when a collection charge will be added.).,
8.6 All Goods must be returned in their original packaging, including the outer box and in the condition in which they were received. These items should be ready for collection when the driver arrives at the customer’s premises. Drivers will refuse to collect items that are inadequately packaged.
8.7 A maximum of three attempts (for UPS parcel collections) or one attempt (for a goods collection by RV Astley driver) will be made to collect the goods for return. If the goods are not available for collection after these attempts, the customer's return request will be cancelled, to the extent applicable and no credit or refund will be issued.
8.8 All returned goods are subject to a full Quality Control inspection before a refund decision is made. RV Astley has the final authority to determine whether an item is defective. The value of the refund issued is at RV Astley's discretion. Once a refund decision is made, a credit note will be issued to the customer's trade account.
8.9 The contractual relationship is with the Customer. All dealings related to the delivery, return, repair, replacement, or refund of any Goods, as well as Customer Relations, will be conducted with the Customer. RV Astley will not deal with any third parties to whom any RV Astley Goods have been sold by the Customer.
9 QUALITY
9.1 Where RV Astley is not the manufacturer of the Goods, RV Astley shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to RV Astley.
9.2 RV Astley warrants that on delivery the Goods shall:
9.2.1 Conform, in all material respects, with their description and any applicable Specification; and
9.2.2 Be free from material defects in design, material and workmanship.
9.3 Subject to clause 9.5, if:
9.3.1 The Customer notifies RV Astley in accordance with clause 8 that some or all of the Goods do not comply with the warranty set out in clause 9.2;
9.3.2 RV Astley is given a reasonable opportunity to examine such Goods; and
9.3.3 The Customer (if asked to do so by RV Astley) returns such Goods to RV Astley's place of business at RV Astley's cost.
9.3.4 Drivers will only collect authorised items which MUST be packaged securely in all its original packaging, void of any writing on the box and clearly labelled with the returns form.
9.4 RV Astley shall, at its option, repair or replace the defective Goods, or refund the purchase price of the defective Goods in full.
9.5 RV Astley shall not be liable for the Goods' failure to comply with the warranty set out in clause 9.2 in any of the following events:
9.5.1 The Customer makes any further use of such Goods after giving notice in accordance with clause 9.3;
9.5.2 The defect arises because the Customer failed to follow RV Astley's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
9.5.3 The defect arises as a result of RV Astley following any drawing, design or Specification supplied by the Customer;
9.5.4 The Customer alters or repairs such Goods without the written consent of RV Astley;
9.5.5 The Customer has ordered a spare part for the Goods which it has fitted to the Goods;
9.5.6 The Customer has removed the branding from the Goods;
9.5.7 The Customer has sold and delivered the Goods onto their own customer,
9.5.8 The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
9.5.9 The Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
9.6 Except as provided in clause 9, RV Astley shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 9.2.
9.7 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
9.8 These Conditions shall apply to any repaired or replacement Goods supplied by RV Astley.
10 TITLE AND RISK
10.1 The risk in the Goods shall pass to the Customer on completion of delivery.
10.2 Title to the Goods shall not pass to the Customer until RV Astley receives payment in full (in cash or cleared funds) for the Goods and any other goods that RV Astley has supplied to the Customer.
10.3 Until title to the Goods has passed to the Customer, the Customer shall:
10.3.1 Store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as RV Astley's property;
10.3.2 Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
10.3.3 Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
10.3.4 Notify RV Astley immediately if it becomes subject to any of the events listed in clause 16.1; and
10.3.5 Give RV Astley such information relating to the Goods as RV Astley may require from time to time.
10.4 Subject to clause 11.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before RV Astley receives payment for the Goods. However, if the Customer resells the Goods before that time:
10.4.1 It does so as principal and not as RV Astley's agent; and
10.4.2 Title to the Goods shall pass from RV Astley to the Customer immediately before the time at which resale by the Customer occurs.
10.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 16.1, then, without limiting any other right or remedy RV Astley may have:
10.5.1 The Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
10.5.2 RV Astley may at any time:
10.5.2.1 Require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
10.5.2.2 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.
11 PRICE AND PAYMENT
11.1 RV Astley may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
11.1.1 Any factor beyond RV Astley's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
11.1.2 Any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
11.1.3 Any delay caused by any instructions of the Customer or failure of the Customer to give RV Astley adequate or accurate information or instructions.
11.2 The price of the Goods:
11.2.1 Excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to RV Astley at the prevailing rate, subject to the receipt of a valid VAT invoice; and
11.2.2 Excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer save where carriage is included in accordance with the RV Astley Delivery Terms and Conditions as set out on its website.
11.3 RV Astley may invoice the Customer for the Goods on or at any time after the completion of delivery where the Customer has approved credit terms with RV Astley.
11.4 Where the customer is on a pro forma basis, payment of the RV Astley invoice is required in full with funds cleared before the Goods will be dispatched.
11.5 Where credit terms are provided by RV Astley the Customer shall pay the invoice in full and in cleared funds within the agreed terms from the date of the invoice, unless agreed otherwise in writing by RV Astley. Payment shall be made to the bank account nominated in writing by RV Astley. Time of payment is of the essence.
11.6 If the Customer fails to make any payment due to RV Astley under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England's base rate from time to time. Such interest shall accrue daily from the due date until the actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
11.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). RV Astley may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by RV Astley to the Customer howsoever arising.
12 MARKETING
12.1 RV Astley Customers must prominently display their contact phone number and full postal address on their website.
12.2 To prevent any potential confusion between RV Astley and its Customers, the Customers’ brand must be present and easily identifiable on the Customer’s websites and associated social media channels. Under no circumstances should RV Astley’s registered and unregistered trademarks, Goods images, lifestyle visuals, style concepts, or any other proprietary content be used in a manner that might mislead visitors regarding the website’s identity.
12.3 RV Astley holds the copyright for all Goods images and lifestyle images used in its promotional content and on its website. The use of RV Astley’s Lifestyle/Roomset images is strictly prohibited on the Customer’s websites, web pages, or any other marketing platforms. In certain cases, the use of Goods Photos or Lifestyle Imagery may be permitted at RV Astley’s sole discretion, but this content must be removed within 14 days of an account being terminated.
12.3.1 RV Astley owns the copyright to the Goods images (Goods photos) and lifestyle imagery.
12.3.2 RV Astley retains all intellectual property rights for its photographic images used to market and promote its Goods.
12.3.3 No part of the RV Astley Website may be reproduced or stored in any other website or included in any public or private electronic retrieval system without prior written permission.
12.3.4 The Customer acknowledges and agrees that the material and content on the RV Astley Website is available for the customer's personal, non-commercial use only. Any other use is strictly prohibited.
12.3.5 The Customer agrees not to (and agrees not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit, or create derivative works of the material and content on the Website.
12.3.6 Any customer wishing to use images of RV Astley’s Goods in print or digital media must apply for written permission on an item-by-item basis. Permission must be obtained in writing prior to use and may be withdrawn by RV Astley at any time upon giving written notice to the Customer.
12.4 Goods – Collections, names and codes.
12.4.1 Customers are strictly forbidden from using RV Astley Goods range names in any of their marketing materials. This restriction applies to names such as Agato, Amato, Amur, Arnaude, Aston, Bayeux, Beck, Blea, Blisco, Celaine, Colmar, Danby, Edvin, Enzo, Faceby, Finley, Finola, Foyle, Guido, Laik, Macy, Maigue, Maive, Marans, Nasir, Rhona, Saiph, Vienna, Villiane, and any future range names, which are not permitted on the Customer’s websites.
12.4.2 Customers must not use RV Astley Goods codes/item SKUs or any abbreviations in their marketing activities.
12.4.3 Goods must not be traceable to RV Astley through major search engines using the Goods code (SKU), including its use in image file names or metadata.
12.4.4 Customers are prohibited from using ‘RV Astley,’ ‘RVA,’ or ‘Astley’ in domain names, metadata, or search engine backlinks.
12.5 Advertising and Promotions.
12.5.1 Customers are not permitted to advertise or sell RV Astley Goods on platforms such as eBay, Amazon, Etsy, or other multi-retailer websites.
12.5.2 Social media can be used for advertising with the Customer’s own images. However, selling on these platforms using RV Astley’s images is only allowed through the "shopping" feature, provided that the primary image is the Customer’s own lifestyle image, with the photo bank image being secondary. Failure to comply will breach these trading terms, resulting in the termination of the contract and closure of the account.
12.5.3 Customers must not promote RV Astley Goods in any way that could harm the brand’s image or reputation.
12.6 Use of the website.
12.6.1 Access to this Website is provided in accordance with these Conditions, and any orders placed must adhere strictly to these Terms.
12.6.2 By registering as a user of the RV Astley Website, the customer warrants that;
12.6.2.1 The personal information the customer provides during registration is true, accurate, current, and complete in all respects;
12.6.2.2 The customer agrees not to impersonate any other person or entity or use a false name or a name the customer is not authorised to use.
12.6.3 RV Astley reserves the right to modify or withdraw, temporarily or permanently, this Website (or any part thereof) with or without notice. RV Astley shall not be liable to the customer or any third party for any modifications or withdrawal of the Website.
13 SHOWROOM
13.1 The RV Astley showroom is open, by appointment only, Monday-Thursday 09:00 – 16:00 and Friday 09:00 – 14:00. Appointments are to be booked via the RV Astley website or through the Sales team.
13.2 Showroom access is only given to customers with a valid RV Astley account.
13.3 Each customer visit to the showroom is restricted to four people. Should a customer wish to exceed this limit, the customer must contact RV Astley in advance for prior written approval. Acceptance of a visit with more people in attendance than the statement limit will be at RV Astley’s discretion.
13.4 Customers are encouraged to visit the showroom, but as this is a working environment and given the nature of the Goods, no one under the age of 16 will be permitted entry.
13.5 RV Astley reserves the right to refuse entry to anyone who doesn’t have a customer account with RV Astley, as well as anyone who doesn’t present the required proof of business as detailed in 3.1.3.
13.6 RV Astley customers are permitted to bring their customers into the RV Astley showroom;
13.6.1 Providing the total number of people per Customer does not exceed 4, save where an increased limit has been agreed under clause 13.3 above.
13.6.2 With the exception of the “Marketplace” section of the showroom or any other areas determined off limits by RV Astley for any reason.
13.7 No food or drink is to be brought onto RV Astley premises, and the showroom in particular.
13.8 Goods photography is permitted in the showrooms, however sharing of such imagery on websites/social media is strictly prohibited. The showrooms are a commercial space and any imagery taken is for personal use only. RV Astley reserves the right to close the trade account of any Customer which is, or whose representatives are, found to be in breach of this clause.
14 CUSTOMER COLLECTIONS
14.1 Customers collecting goods from our warehouse must adhere to the following procedures:
14.1.1 Upon arrival, customers must check in at the warehouse reception and present a valid form of identification.
14.1.2 For any showroom orders, customers are required to sign a Customer Collection Form to confirm receipt of their goods.
14.1.3 It is the customer’s responsibility to inspect the goods upon collection to ensure they are in satisfactory condition. Any issues or discrepancies must be reported immediately and in any event prior to the Customer removing the goods from the RV Astley site.
15 TERMINATION
15.1 Without limiting its other rights or remedies, RV Astley may terminate any Contract and/or trade account with immediate effect by giving written notice to the Customer if:
15.1.1 The Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
15.1.2 The Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with analogous procedure in the relevant jurisdiction;
15.1.3 The Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
15.1.4 The Customer's financial position deteriorates to such an extent that in RV Astley's opinion, the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
15.1.5 The Customer is subject to a Change of Control.
15.2 Without limiting its other rights or remedies, RV Astley may suspend the provision of the Goods under the Contract or any other contract between the Customer and RV Astley if the Customer becomes subject to any of the events listed in clause 15.1 or if RV Astley reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
15.3 Without limiting its other rights or remedies, RV Astley 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.
15.4 On termination of the Contract for any reason the Customer shall immediately pay to RV Astley all of RV Astley's outstanding unpaid invoices and accrued interest thereon. In respect of any Goods supplied by RV Astley where no invoice has been submitted, RV Astley shall be entitled to invoice the Customer which shall be payable immediately on receipt.
15.5 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
15.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
16 LIMITATION OF LIABILITY
16.1 Nothing in these Conditions shall limit or exclude RV Astley's liability for:
16.1.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
16.1.2 Fraud or fraudulent misrepresentation;
16.1.3 Breach of the terms implied by section 12 of the Sale of Goods Act 1979;
16.1.4 Defective Goods under the Consumer Protection Act 1987.
16.2 Subject to clause 17.1:
16.2.1 RV Astley shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for;
16.2.1.1 Any loss of profit,
16.2.1.2 Loss of sales or business,
16.2.1.3 Loss of agreements or contracts,
16.2.1.4 Loss of any anticipated savings,
16.2.1.5 Loss of or damage to goodwill;
16.2.1.6 Or any indirect or consequential loss arising under or in connection with the Contract; and
16.2.2 RV Astley's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Goods.
16.3 This clause 16 shall survive the termination of the contract.
17 FORCE MAJEURE
17.1 Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for [16] [weeks], the party not affected may terminate this Contract by giving [4] [weeks] written notice to the affected party.
18 GENERAL
18.1 Assignment and other dealings.
18.1.1 RV Astley may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
18.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of RV Astley.
18.2 Confidentiality.
18.2.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 18.2.2.
18.2.2 Each party may disclose the other party's confidential information:
18.2.2.1 To its employees, officers, representatives 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 this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with clause 18.2; and
18.2.2.2 As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
18.2.3 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 this agreement.
18.3 Entire agreement.
18.3.1 This 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.
18.3.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
18.4 Waiver.
18.4.1 A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
18.4.2 Waive that or any other right or remedy; nor
18.4.3 Prevent or restrict the further exercise of that or any other right or remedy.
18.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
18.6 Notices.
18.6.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax or email.
18.6.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 18.6.1; 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; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
18.6.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
18.7 Third party rights. No one other than a party to this Contract shall have any right to enforce any of its terms.
18.8 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.
18.9 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 this Contract or its subject matter or formation.
18.10 All drawings, photographs, illustrations, specifications, performance data, dimensions, weights and the like, whether contained in the contract or made by way of representation, have been provided by RV Astley in the belief that they are as accurate as possible, but they do not constitute a description of the Goods, shall not be taken to the representations made by RV Astley, and are not warranted to be accurate.