Terms of Sale

PLEASE READ THESE TERMS OF SALE CAREFULLY BEFORE PLACING YOUR ORDER AND RETAIN A COPY OF THESE TERMS AND YOUR ORDER FOR FUTURE REFERENCE.

In these terms and conditions of sale (the "Conditions"), unless the context requires otherwise:
“Buyer” means the company, firm, body or person purchasing the Goods as stated in the Order.
“Company” means Roberts Radio Limited, a company registered in England and Wales under company registration number 02978869 whose registered office is at Roberts House, Hanworth Lane, Chertsey, Surrey KT16 9JX.
Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
“Goods” means the goods supplied by the Company which are the subject matter of the Order.
"Insolvency Event" has the meaning given to it in condition 3.5.
“Order” means a purchase order in respect of the Goods issued by the Buyer to the Company.
Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.
(c) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(d) A reference to writing or written includes email.

1. ORDERS AND GOODS
1.1 Orders may only be submitted by a Buyer who has been onboarded as a customer by the Company and where credit has been approved. The Buyer’s request to Order from the Company is an offer to enter into a contract upon these Conditions and must be made by email, telephone or such other ordering method as the Company accepts from time to time. The Buyer must ensure that it quotes its customer account number at the point of Order and that the terms of the Order submitted by the Buyer are complete and accurate. Acceptance occurs and a contract (“Contract”) is formed only when the Company accepts the Order. The Company shall be under no obligation to accept any Order that fails to meet the Company's minimum order value as communicated by the Company from time to time.
1.2 The Conditions shall be deemed to be incorporated into the Contract. Unless agreed in writing by the Company, all other terms and conditions appearing or referred to in the Order or otherwise stipulated by the Buyer at any time shall have no effect.
1.3 The Company’s quotations are not binding on the Company. Where Goods are to be supplied from stock, such supply is subject to availability of stock at the date of dispatch. The Company shall endeavour to inform the Buyer if Goods are out of stock or subject to back order once an Order has been submitted.
1.4 The Goods are described in the Company's catalogue located at www.robertsradio.com or as otherwise provided to the Buyer by the Company from time to time.
1.5 No changes, amendments, waivers or cancellations of Orders shall be valid unless approved by the Company.

2. PRICE AND TERMS OF PAYMENT
2.1 The Company reserves the right to amend prices quoted on its price list at any time and the price payable for the Goods shall be the ruling price as published in the price list from time to time at the point of Order. Following acceptance of an Order in accordance with these Conditions, the Company reserves the right to increase the price for the Goods prior to delivery due to: (i) any factor beyond the Company's control (including but not limited to foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Buyer to amend to quantities or types of Goods under the Order or the delivery mode or date; or (ii) any delay caused by any instructions of the Buyer or failure of the Buyer to give or delay by the Buyer in giving the Company adequate or accurate information or instructions.
2.2 There shall be added to the price for the Goods any value added tax and any other tax or duty thereon ("VAT"). The Buyer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of Goods at the same time as payment is due for the Goods.
2.3 For delivery in the United Kingdom, the price of the Goods shall include the costs of handling, packaging and delivery of such Goods. For all Orders placed for delivery outside of the United Kingdom, the Buyer shall be responsible for the costs of shipping, duties and insurances which shall be charged in addition to the Goods.
2.4 The Company shall invoice for the Goods upon dispatch. Unless otherwise agreed by the Company prior to submission of the Order by the Buyer, accounts are due for payment in full and in cleared funds to a bank account nominated in writing by the Company on the 30th of the month following the month of invoice. If the Company has not approved credit for the Buyer, the Company reserves the right to request that payment must be received by the Company before delivery of the Goods. Time for payment shall be of the essence.
2.5 If the Buyer does not pay upon the date when payment is due, the Company shall be entitled to charge interest on the amount outstanding after and before judgment from the date due until payment is made at the rate of 3% above the base rate of National Westminster Bank Plc.
2.6 The Company may attribute any monies received by it from the Buyer to any debt owed by the Buyer to the Company, regardless of what the Buyer purports to designate the payment to be on account of. The Company may set off against any money owed by the Company to the Buyer pursuant to these Conditions or otherwise, any sums received from the Buyer regardless of what the Buyer purports to designate the sums to be on account of. This right of set off will continue unless and until the Buyer has paid, satisfied or discharged all monies, debts or liabilities due or owing to the Company by the Buyer. The Buyer hereby irrevocably authorises the Company to deduct from any monies due or owing to the Company by the Buyer from time to time.
2.7 The Company may as its sole option withhold delivery of the Goods ordered by the Buyer if at the relevant time there is outstanding and due payment from the Buyer for Goods previously delivered.

3. TITLE TO GOODS
3.1 The Goods are at the risk of the Buyer from the time of delivery.
3.2 Title to Goods shall remain with the Company until the earlier of: (i) payment in full (in cash or cleared funds) has been received by the Company for those Goods or (ii) the Buyer resells the Goods to an end customer, in which case title to the Goods shall pass to the Buyer at the time specified in condition 3.4. The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
3.3 Until title to the Goods passes to the Buyer under condition 3.2 the Buyer shall hold the Goods on a fiduciary basis as the Company's bailee, keep the Goods separately and readily identifiable as the property of the Company, not destroy, deface or obscure any identifying mark on or in relation to the Goods, not attach the Goods to real property without the Company’s consent and maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. The Buyer shall also immediately notify the Company if any of these occurrences arise and provide the Company with such information as the Company may reasonably request in relation to the Goods.
3.4 The Buyer may resell the Goods before ownership has passed to it solely on the condition that any sale shall be effected in the ordinary course of the Buyer’s business at full market value and any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale (and not as the Company's agent) and title to the Goods shall pass from the Company to the Buyer immediately before the time at which resale by the Buyer occurs.
3.5 The Buyer's right to possession of the Goods shall terminate immediately if the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed over its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer, or the Buyer is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade (each an “Insolvency Event”), or any event analogous to an Insolvency Event occurs in respect of the Buyer in any jurisdiction in which it is situate, or the Buyer encumbers or in any way charges any of the Goods.
3.6 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
3.7 At any time before title to the Goods passes to the Buyer (whether or not any payment to the Company is then overdue or the Buyer is otherwise in breach of any obligation to the Company) the Company may (without prejudice to any other of its rights) on notice to the Buyer, terminate the Buyer's rights under condition 3.4 to resell all or part of the Goods or use them in the ordinary course of business and either enter the premises of the Buyer or any third party where the Goods are stored and retake possession of all or any part of the Goods or require the Buyer to deliver up to the Company all or part of the Goods in the Buyer's possession or control that have not been resold. The Buyer shall procure entry to any such third party premises if requested to do so by the Company.

4. DELIVERY
4.1 The Company shall use reasonable endeavours to deliver the Goods on the date informed to you on which the Goods will be delivered, but time for delivery of the Goods will not be of the essence of the Contract.
4.2 Goods will be delivered to the Buyer's delivery address linked to its customer account. If the Goods are to be delivered by the Company, then the Goods will be deemed delivered when they have been off-loaded at the Buyer's delivery address. If the Goods are to be delivered by the Company's third party carriers, then the Goods will be deemed delivered when the carrier delivers the Goods at the Buyer's delivery address.
4.3 The Company shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the relevant customer account number of the Buyer and the type and quantity of the Goods. The Company reserves the right to deliver the Goods in instalments.
4.4 The Company shall not be liable for delay in delivery or failure to make delivery of any Goods due to a Force Majeure Event. The Company shall also not be liable for any delay in delivery of the Goods that is caused by the Buyer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 Any liability of the Company for non-delivery of the Goods shall be limited to: (i) replacing the Goods within a reasonable time; or (ii) issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
4.4 Notification of non-delivery of any Goods must be made to the Company within seven days of the date of despatch. The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can produce conclusive evidence to the contrary.

5. QUALITY
5.1 The Goods are sold with a twenty-four (24) month warranty period from the date of sale to the end-customer to cover material defects in design, material and workmanship of the Goods. If a material defect in design, material and workmanship of the Goods is discovered and the Buyer notifies the Company within 14 days after discovery of such defect giving particulars and either at its own expense and risk returns the Goods to the Company or (at the Company’s sole option) permits the Company to collect or to inspect the same, the Company will (at the Company’s choice) either repair, refund or replace any Goods which are accepted by the Company as being defective or not in accordance with the Contract.
5.2 The Buyer’s remedies in respect of any claim under the foregoing express warranty or any condition or warranty implied by law to any other claim in respect of the Goods shall, in all cases, be limited to the repair or replacement of the Goods or as aforesaid.
5.3 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.   5.4 The Company’s liability applies only to defects appearing before the Buyer makes any modification or alteration to the Goods and whilst the Goods are being properly used or stored in accordance with the Company's instructions and in particular (but without limitation) the Company shall not be liable in the case of defects arising from fair wear and tear, wilful damage, negligence or abnormal storage or working conditions.
5.5 A claim in respect of any Order or any part of it shall not entitle the Buyer to cancel or refuse delivery of or payment for any other Order, delivery or instalment or any part of the same Order, delivery or instalment.
5.6 In the event that any customer of the Buyer shall submit a claim (other than the return of defective or faulty Goods as referred to above) relating to Goods supplied by the Company the Buyer shall forthwith notify the Company of such claim and shall not settle such claim without prior reference of the matter and agreement of such settlement by the Company.

6. TERMINATION
6.1 Without limiting its other rights or remedies, the Company may stop all Goods in transit and suspend further deliveries and/or by written notice to the Buyer terminate the Contract with immediate effect, if:
6.1.1 the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of it being notified in writing to do so;
6.1.2 the Buyer suffers an Insolvency Event;
6.1.3 the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
6.1.4 the Buyer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy;
6.1.5 if or the Company reasonably believes that the Buyer is about to become subject to any of any of conditions 6.1.2-6.1.4; and/or
6.1.6 if the Buyer fails to pay any amount due under this Contract on the due date for payment.
6.2 On termination of the Contract for any reason the Buyer shall immediately pay to the Company all of the Company's unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which the Buyer shall pay immediately on receipt.
6.3 Termination of the Contract, however arising, 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 the Contract which existed at or before the date of termination.
6.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
6.5 Force Majeure: Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for ninety (90) days, the party not affected may terminate the Contract by giving not less than thirty (30) days' written notice to the affected party.

7. LIABILITY
7.1 Subject to condition 7.3, the Company's entire liability for any non-delivery of Goods or failure to deliver the Goods in accordance with the timescales set out or referred to in the Contract will be as set out in Condition 4 and the Company will have no other liability for any such non-delivery or failure to deliver.
7.2 Subject to condition 7.3. the Company'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 the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, 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.
7.3 Nothing in the Contract will operate to exclude or restrict any liability of a party:
7.3.1 that cannot be excluded or restricted in the Contract in respect of death or personal injury resulting from negligence by operation of Section 2(1) Unfair Contract Terms Act 1977;
7.3.2 for its fraud or fraudulent misrepresentation or fraud or fraudulent misrepresentation by a person for whom it is vicariously liable;
7.3.3 for breach of its obligations arising under section 12 Sale of Goods Act 1979; or

7.3.4 for any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.

8. INTELLECTUAL PROPERTY
8.1 The Buyer acknowledges that all Intellectual Property Rights in the Goods belong solely to the Company. The Company gives no warranty, either express or implied, with respect to the validity of the Company's Intellectual Property Rights or that the Company's Intellectual Property Rights will not infringe the rights of any third party.
8.2 In this Condition, "Intellectual Property Rights" means copyright and related rights, trade marks, service marks, rights in designs, patents, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

9. BUYER'S OBLIGATIONS
9.1 The Buyer will:
9.1.1 comply with the Company's instructions and provide such cooperation and assistance as the Company may request in connection with any product recall initiated by or involving the Company and relating to Goods, any other corrective action initiated by or involving the Company to address actual or potential defects, safety or compliance issues relating to Goods; or any notification to and/or investigation by a regulatory authority concerning actual or potential defects, safety or compliance issues relating to Goods;
9.1.2 not present and/or sell the Goods via online platforms of third parties except with the prior written approval from the Company, however, the Buyer remains free to present and/or sell the Goods via the Buyer's own website;
9.1.3 only present and/or sell the Goods to individual end-consumers and shall not supply or distribute the Goods to any other reseller, distributor, wholesaler or other entity engaged in onward resale without the prior written consent of the Company. Breach of this obligation shall constitute a material breach of this Contract and may result in immediate termination of this Contract;
9.1.4 not alter, modify or seek to reverse engineer the Goods in any way, nor re-package the Goods or remove add to or alter any trade marks, serial numbers, labels or other identifying marks on the Goods.

10. GENERAL
10.1 All technical data in the Company’s catalogue is subject to modification or correction without notice. Typographical and clerical errors in any material or sales documentation issued or published by the Company are subject to correction.
10.2 The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
10.3 The Buyer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the written consent of the Company. The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
10.4 The Buyer agrees not to divulge or communicate to any person (other than those representatives of the Buyer who need to know for the purpose of carrying on the Buyer's business or upon the Company’s instructions or with the Company’s written approval) nor use for the Buyer’s own purposes or for purposes other than carrying on the Buyer's business any of the confidential information which the Buyer may have received or obtained by virtue of this Contract and/or the Buyer’s course of dealings with the Company provided that this restriction shall apply indefinitely but shall cease to apply to information which has come into the public domain other than by way of the Buyer breaching this provision.
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10.5 The invalidity, illegibility or unenforceability of any provision or part provision of these Conditions shall be deemed deleted and not affect the validity and enforceability of the rest of the Contract.
10.6 No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
10.7 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
10.8 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second business day after posting, or 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, on the next business day after transmission. Notices shall be sent to the contact information provided in the Order and acceptance.
10.9 A person who is not party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of the Contract. This condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

10.10 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 and construed in all respects in accordance with the law of England and Wales. The parties hereto submit themselves to the exclusive jurisdiction of the English courts to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Roberts Radio Technical
Qualtronyc Business Park,
High Street,
Princes End,
Tipton,
West Midlands,
DY4 9HG