Robert Frederick Ltd | Terms & Conditions

Minimum order is £1000 (exc VAT) for UK customers, £3000 for export customers.
For orders below this please refer to your nearest wholesale stockist, listed here.

To download a credit application form please read our terms & conditions below, then click this link (opens in a new window).

last updated December 2006

Terms & Conditions

DEFINITIONS:-
In these conditions:-
“the Buyer” shall mean the person, firm or company who places an order with Robert
Frederick Limited to buy goods and whom Robert Frederick Limited agrees
to supply.
“RF” shall mean Robert Frederick Limited a company registered in England under
number 2671940 with registered office at :
4 North Parade Bath Somerset BN1 1LF.
‘the Goods” shall mean any goods sold or to be sold by RF which are subject of an order by the Buyer whether or not on RF’s standard order form and which RF agrees to sell to the Buyer.
“working day” shall mean any day other than (i) a Saturday, (ii) a Sunday or (iii) a day when the clearing banks are not open for business in the City of London.
Words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include every gender and references to persons shall include an individual company, corporation, firm or partnership1. Any order by the Buyer for Goods from RF is deemed to incorporate these terms and conditions to the exclusion of any terms and conditions submitted by or on behalf of the Buyer (whether in writing, by e-mail, orally or in whatever form) unless specifically accepted by a Director of RF in writing, no variation or modification of or substitution for those terms and conditions shall be binding on RF and any other proposed terms and conditions shall be void.
2. A binding contract for the supply of goods by RF shall be formed when RF accepts
(whether in writing, by e-mail, orally or in whatever form) an order made by the Buyer
for Goods (also whether in writing, by e-mail, orally or in whatever form)
3. If any provision of these terms and conditions is held by any competent authority to be
invalid or unenforceable in whole or in part the validity of the other provisions of
these terms and conditions and the remainder of the provisions in general shall not be
affected thereby.
4.1 Prices are determined by reference to RF’s price list current at the date of acceptance of the order by RF subject always to extra charges where applicable for special non-standard services. RF reserves the right at any time without notice to change it’s standard price list of the goods in respect of Goods not yet ordered.
4.2 All prices given by RF are carriage paid within the UK. However, there is a minimum order charge of £1000 (excluding VAT) for UK customers and £1500 for export customers. In addition the minimum value for the first order from a new customer is £3000.
4.3 The price (as set out on the published RF Price List from time to time) is exclusive of
any applicable value added tax and the Buyer shall be additionally liable to pay to RF
any such applicable taxes at the same time as payment for the Goods.
5.1 The Buyer shall pay the price of the Goods (less any discounts to which the Buyer is
entitled but without any other deduction) by the due date. Unless otherwise agreed in
or before the Buyer’s order. The time of payment of the price shall be of the
essence of the contract.
5.2 The Buyer shall pay all sums due to RF in full without any set-off, deduction or
withholding whatsoever.
5.3 If payment of any sum due hereunder is not made on the due date then without prejudice to any other right or remedy available to RF, (whether under contract, or by any statute, regulation,law or bye-law) RF shall be entitled to:-
5.3.1 charge the Buyer interest (both before and after any judgement) on the amount due but unpaid at the rate of 4 per cent. per annum above the Lloyds Bank base rate from time to time from the due date until payment.
5.3.2 sell or otherwise dispose of any Goods which are subject of any order by the Buyer
and apply the proceeds of sale to the overdue payment; and
5.3.3 suspend or cancel any contract for the sale of Goods to the Buyer.

6.1 Delivery of the Goods shall take place at the Buyers premises or at such other location as the Buyer shall have notified RF in writing in or before the Buyer’s order. The Buyer shall ensure that it is ready for safe receipt of the Goods without undue delay .
6.2 Any dates quoted for delivery of the Goods are approximate only and RF shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of essence unless previously expressly agreed by a Director of RF in writing.
6.3 Partial delivery shall be permitted. Although RF will endeavour to deliver the Goods
under an order together, RF may deliver the Goods by instalments and may invoice the
Buyer for each delivery. Delay, default or non-delivery of any instalment shall not
entitle the Buyer to cancel the remainder of the order.
6.4 If delivery is delayed through the Buyer’s default or the Buyer wrongfully declines or
delays in accepting delivery, RF may (without prejudice to any other right or remedy
available to it) do all or any of the following:
6.4.1 charge a reasonable storage fee and any costs incurred by RF:
6.4.2 sell the Goods for RF’s account: and
6.4.3 cancel any Goods that remain to be delivered to the Buyer under any order.
8.1 When the carriage is the responsibility of RF, it shall at it’s option replace or provide a
refund for Goods that are lost or damaged in transit. The Buyer shall upon delivery
examine the Goods. The Buyer shall promptly (but in any event within 7 working
days of delivery or expected delivery) notify RF in writing of any apparent damage,
defect, shortage or non-arrival. In default of such written notification RF shall be
deemed conclusively to have properly performed it’s obligations in relation to the sale
of the Goods.
8.2 In respect of any Goods which are damaged or defective RF shall at it’s option
replace damaged Goods or refund to the Buyer an appropriate proportion of the
purchase price of the Goods.
8.3 RF’s liability for defective or damaged Goods under 8.2 is subject to:
8.3.1 prompt (and in any event within 7 working of the Buyers discovery) written notification by the Buyer to RF of the defect or damage:
8.3.2 showing to RF‘s reasonable satisfaction that the defect or damage is solely attributable to defective materials or workmanship in the Goods and not caused by post delivery poor storage or handling.
8.3.3 the Buyer allowing RF the opportunity to inspect the Goods

8.3.4 the Buyer returning the Goods to RF’s premises or any other place stipulated by RF. Carriage will be paid by RF. The Buyer is responsible for ensuring that the Goods are properly packed to prevent further damage.
8.4 No unauthorized returns can be accepted. For the avoidance of doubt, the Goods are
not supplied on a sale or return basis.
8.5 RF does not exclude or limit its liability for its fraud or death or personal injury
caused by its negligence or any liability which it cannot exclude or limit at law. In
respect of all other claims by the Buyer (whether in contract, tort or otherwise) the
total liability of RF to the Buyer will be limited to the value of the order in respect of
which the claim was made and RF’s liability will not extend to consequential loss
even if such loss was reasonably foreseeable or RF had been advised of the Buyer
incurring such loss.
8.6 This condition 8 sets out the entire liability of RF to the Buyer in respect of lost,
damaged, defective or late Goods and shall apply in lieu of all conditions, warranties
or obligations which would otherwise be implied by statute, common law or
otherwise , all of which are excluded to the fullest extent permitted by law.
9.1 Title to the Goods shall remain with RF and shall not pass to the Buyer until payment in full for the same and all other Goods agreed to be sold by RF to the Buyer for which payment is then due has been received by RF.
9.2 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when RF has tendered delivery of the Goods.
9.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as RF’s fiduciary agent and bailee, and shall keep the Goods in good condition and separate from those of the Buyer and third parties (and without mixing or incorporating with any other goods, material or substances) and properly stored, protected and fully insured with a reputable insurance company and identified as RF’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to RF for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including (but not limited to) insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
9.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), RF shall be entitled at any time to require the Buyer to deliver up the Goods to RF and, if the Buyer fails to do so forthwith, to enter upon any premises owned or occupied by the Buyer or any third party where the Goods are stored and repossess the Goods and the Buyer hereby gives RF an irrevocable licence for that purpose.
9.5 The Buyer shall not be entitled to deposit or in any way charge by way of security for any obligation (monetary or otherwise) any of the Goods, which remain the property of RF, but if the Buyer does so all moneys owing by the Buyer to RF shall (without prejudice to any other right or remedy of RF) forthwith become due and payable.
10.1 RF shall not be liable to the Buyer or be deemed to be in breach of the agreement to supply Goods by reason of any delay in performing, or any failure to perform, any of RF’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond RF’s reasonable control, regardless of whether the circumstances in question could have been forseen.. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond RF’s reasonable control.
10.1.1 Acts of God, explosion, flood, tempest, fire or accident;
10.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
10.1.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
10.1.4 import or export, regulations or embargoes;
10.1.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of RF or of a third party);
10.1.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
10.1.7 power failure or breakdown in machinery.
10.2 If RF has contracted to provide identical or similar goods to more than one Buyer and
is affected by an event beyond its reasonable control, RF may decide which contracts
it will honour and to what extent.
11.1 If:
11.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
11.1.2 an encumbrancer takes possession, or a receiver is appointed of any of the property or assets of the Buyer; or
11.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
11.1.4 the Buyer is unable to pay its debts as they fall due;
11.1.5 or RF reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly; then without prejudice to any other right or remedy available to it, RF shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
12 Any notice or other communication under these conditions shall be in writing and
served by personal delivery, or by first class pre-paid post or recorded delivery letter
(if to an address in the same country) or overnight courier, to the address of the other
last known to the sender. Notices by post shall be deemed served two working days
after posting.
12.1 The validity, construction and performance of this agreement shall be governed by
English Law. Any dispute, claims or proceedings of whatever nature between the
Buyer and RF in connection with or arising out of the validity, construction or
performance of this agreement shall be subject to the non-exclusive jurisdiction of the
High Court of Justice in England and Wales to which the Buyer and RF irrevocably
submit.12.2 Nothing in these conditions is intended to give any third parties any rights to enforce any terms.