Terms
•1. Interpretation
•1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Client: the person, firm or Rolace who purchases our services.
Rolace: Rolace Document Management Limited
Contract: any contract between Rolace and the Client for the services, incorporating these conditions.
Services: the supply of scanning, microfilming and shredding or other destruction and disposal of papers and any one or more of those things based on a specific order and agreed in the Contract to be supplied to the Client by Rolace (including any part or parts of them).
•1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
•1.3 Words in the singular include the plural and in the plural include the singular.
•1.4 A reference to one gender includes a reference to the other gender.
•1.5 Condition headings do not affect the interpretation of these conditions.
•2. Application of terms
•2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and
conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document).
•2.2 No terms or conditions endorsed on, delivered with or contained in the Client's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
•2.3 These conditions apply to all of Rolace's services and any variation to these conditions and any representations about the Services shall have no effect unless expressly agreed in writing and signed by or on behalf of Rolace. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Rolace which is not set out in the Contract. Nothing in this condition shall exclude or limit Rolace's liability for fraudulent misrepresentation.
•2.4 Each order or acceptance of a quotation for Services by the Client from Rolace shall be deemed to be an offer by the Client to buy Services subject to these conditions.
•2.5 No order placed by the Client shall be deemed to be accepted by Rolace until a written acknowledgement of order is issued by Rolace or (if earlier) Rolace commences the Services for the Client.
•2.6 The Client shall ensure that the terms of its order and any applicable specification are complete and accurate.
•2.7 Any quotation is given on the basis that no Contract shall come into existence until Rolace despatches an acknowledgement of order to the Client. Any quotation is valid for a period of 30 days only from its date, provided that Rolace has not previously withdrawn it.
•3. Description
The quantity and description of the Services shall be as set out in Rolace's quotation or acknowledgement of order and any descriptions or illustrations contained in Rolace's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract and this is not a sale by sample.
•4. Delivery
•4.1 Unless otherwise agreed in writing by Rolace, delivery of the Services shall take place at Rolace's place of business.
•4.2 Any dates specified by Rolace for delivery of the Services are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
•4.3 Subject to the other provisions of these conditions Rolace shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Services (even if caused by Rolace's negligence).
•4.4 The Client shall provide at the delivery point and at its expense adequate and appropriate equipment and manual labour for the provision of those papers and documents or other media for which the Services are required. No boxes, bags or other receptacles (Boxes) shall, with its contents, exceed in weight 15 kilograms. Boxes shall be delivered to Rolace's vehicle and help in loading shall be supplied to Rolace as appropriate.
•4.5 Rolace may deliver the Services by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
•4.6 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Client to repudiate or cancel any other Contract or instalment.
•5. Non-delivery
•5.1 The quantity of any consignment of Services as recorded by Rolace shall be conclusive evidence of the quantity received by unless the Client can provide conclusive evidence proving the contrary.
•5.2 Any liability of Rolace for non-delivery of the Services shall be limited to replacing the Services within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Services.
•6. Risk/title
•6.1 Ownership of the resulting media after delivery of the Services shall not pass to the Client until Rolace has received in full (in cash or cleared funds) all sums due to it in respect of:
•(a) the Services; and
•(b) all other sums which are or which become due to Rolace from the Client on any account.
•6.2 Rolace shall be entitled to recover payment for the Services notwithstanding that ownership of any of the media resulting from the Services has not passed from Rolace.
•6.3 On termination of the Contract, howsoever caused, Rolace's (but not the Client's) rights contained in this condition 6 shall remain in effect.
•7. Price
•7.1 Unless otherwise agreed by Rolace in writing, the price for the Services shall be the price set out in Rolace's price list published on the date of delivery or deemed delivery.
•7.2 The price for the Services shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all and any of which amounts the Client shall pay in addition when it is due to pay for the Services.
•8. Payment
•8.1 Subject to condition 8.4, payment of the price for the Services is due in pounds sterling within 7 days of the date of the Invoice.
•8.2 Time for payment shall be of the essence.
•8.3 No payment shall be deemed to have been received until Rolace has received cleared funds.
•8.4 All payments payable to Rolace under the Contract shall become due immediately on its termination despite any other provision.
•8.5 The Client shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by Rolace to the Client.
•8.6 If the Client fails to pay Rolace any sum due pursuant to the Contract, the Client shall be liable to pay interest to Rolace on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of Barclays Bank plc or at Rolace's sole discretion another High Street Bank, accruing on a daily basis until payment is made, whether before or after any judgment. Rolace reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
•9. Quality
•9.1 Rolace warrants that (subject to the other provisions of these conditions) the Services shall:
•(a) be of satisfactory quality;
•(b) be reasonably fit for any particular purpose and in particular for which the Services are being bought and as communicated to Rolace
•9.2 Rolace shall not be liable for a breach of any of the warranties in condition 9.1 unless:
•· Rolace is given a reasonable opportunity after receiving the notice of examining such Services at Rolace's place of business or
•· The defect arises because the Client failed to follow Rolace's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Services
•9.3 Subject to the above, if any of the Services do not conform with any of the warranties given Rolace shall at its option repair or replace such Services (or the defective part) or refund the price of such Services at the pro rata Contract rate.
•9.4 If Rolace complies with condition 9.3 it shall have no further liability for a breach of any of the warranties in respect of such Services.
•9.5 Rolace shall keep an electronic copy of all and any material placed onto disc or microfilm for the Client or otherwise transferred to the Client for a period of 14 days (or other period as agreed in writing between Rolace and the Client) after which time Rolace may delete the same.
•10. Confidentiality
•10.1 Rolace agrees not to disclose the identity of the Client or any other information about the relationship between them unless approved by the Client in writing;
•10.2 Rolace further agrees to keep confidential all and any documents, papers, letters, or other things and in whatever media that pertains to the Client or its own customers or clients or the business of such
•11. Environmental Protection
Rolace undertakes to dispose of the confidential recyclable and or shredded material or transfer it to a holder of a waste disposal or waste management licence appropriate to the waste and to supply the Client, if requested, with a Waste Transfer Notice upon request
•12. Limitation of liability
•12.1 Subject as herein stated, the following provisions set out the entire financial liability of Rolace (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client;
•12.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
•12.3 Nothing in these conditions excludes or limits the liability of Rolace:
•(a) for death or personal injury caused by Rolace's negligence; or
•(b) under section 2(3), Consumer Protection Act 1987; or
•(c) for any matter which it would be illegal for Rolace to exclude or attempt to exclude its liability; or
•(d) for fraud or fraudulent misrepresentation.
•12.4 Subject to condition 12.2 and condition 12.3:
•(a) Rolace's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
•(b) Rolace shall not be liable to the Client for loss of profit, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
•13. Assignment
Rolace may assign the Contract or any part of it to any person, firm or Rolace.
•14. Force majeure
Rolace reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Services ordered by the Client (without liability to the Client) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Rolace including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 30 days, the Client shall be entitled to give notice in writing to Rolace to terminate the Contract.
•15. General
•15.1 Each right or remedy of Rolace under the Contract is without prejudice to any other right or remedy of Rolace whether under the Contract or not.
•15.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
•15.3 Failure or delay by Rolace in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
•15.4 Any waiver by Rolace of any breach of, or any default under, any provision of the Contract by the Client shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
•15.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
•15.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
•16. Communications
•16.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax, or electronic mail from the Client's email address:
•(a) (in case of communications to Rolace) to its registered office or such changed address as shall be notified to the Client by Rolace; or
•(b) (in the case of the communications to the Client) to the registered office of the addressee (if it is a Rolace) or (in any other case) to any address of the Client set out in any document which forms part of the Contract or such other address as shall be notified to Rolace by the Client.
•16.2 Communications shall be deemed to have been received:
•(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
•(b) if delivered by hand, on the day of delivery; or
•(c) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
Terms