Terms & Conditions of Sales

-- RAINBOW PROFESSIONAL LIMITED --

1. GENERAL
“Vendor” means Rainbow Professional Limited.
“Purchaser” means the person, firm or company contracting with the Vendor.
“Goods” means the whole or part of the items described in the order and on the invoice.
“Order” means the order placed by the Purchaser for the supply of goods.

2. SCOPE
a) Except to the extent that such provisions of the Sale of Goods Act 1979 as are non excludable otherwise provide, these conditions together with such provisions of the said Act as are not inconsistent herewith shall apply by the Vendor and shall form the basis of the contract between the Vendor and the Purchaser.
b) No variation of these conditions shall be effective unless made in writing and signed by an authorised officer or employee of the Vendor; at the request of the customer the Vendor will verify whether any named individual has the requisite authority.
c) No contract shall come into existence until the Purchase Order has been received in writing by the Vendor.
d) Unless otherwise agreed in writing the conditions shall prevail over any inconsistent terms applied by law or by trade custom practise or course of dealing and any such inconsistent terms are hereby expressly excluded.
e) The Purchaser must satisfy himself that the goods that are the subject of his Order are in accordance with his requirement.
f) It is our policy of continuously developing our products and as such we reserve the right to alter any specification and design without prior notice.

3. PRICE AND PAYMENT
a) The prices at which goods are sold are the respective prices as listed in the Vendors price list in force at the date of the Purchase Order or any over riding price list agreed between both parties that is agreed to be in effect and dated not more than twelve months prior. Such prices do not include any charges made under clause 3 hereof.
b) The Vendor reserves the right to vary any contract price at any time to take account of:
i) any increase in the cost price of the goods taking effect before despatch by the Vendor;
ii) any alterations made in the specification upon which the contract is based;
iii) any costs for waiting time or other expenses incurred by the Vendor as a result of matters beyond its control;
iv) special deliveries or part deliveries or any other variation of the original order made at the request of the customer;
c) In the absence of any concession to the contrary by the Vendor from time to time (whether as to credit and/or discount) and subject to clause 5(c) hereof accounts are due and payable in full within 30 days of the month of invoice date in respect thereof and time of payment shall be of the essence.
d) If the Purchaser fails to pay the Vendor any amount on the due date:
i) the Vendor shall have the right to cancel any contract made with the Purchaser and/or to suspend or continue delivery of goods at the Vendors option without prejudice to the Vendors right to recover damages for any loss sustained by them.
ii) The outstanding sum should carry interest at the rate of 2% per month.

4. PROPERTY
a) The ownership and title of the goods the subject of the order shall remain with the Vendor which reserves the right to dispose of the goods until payment in full for all the goods and services being received by it in accordance with the terms and conditions of the contract and/or until all outstanding invoices due to it from the purchaser have been paid and/or until such time as the Purchaser sells the goods to its customers by way of bonifide sale at the full market value.
b) If such payment is overdue in whole or in part the Vendor may (without prejudice to any of its other rights) recover or re-sell the goods or any of them and may enter upon the Purchaser’s premises or its servants or agents for that purpose.
c) Such payments shall become due immediately upon the commencement of any act or proceedings in which the Purchasers solvency is involved.
d) Notwithstanding that the property and all the goods to be delivered to the Purchaser by the Vendor shall remain vested in the Vendor until the Vendor has received payment in full, the risk of damage to or loss of all or any such goods shall pass to the Purchaser forthwith upon delivery thereof to the Purchaser or to the Purchasers order and as from such date of delivery the Purchaser shall be liable to pay to the Vendor the contract price for such goods whether or not the same are damaged or lost prior to the date that the property herein shall pass to the Purchaser.
e) If goods are destroyed by an insured risk prior to the same being paid for by the Purchaser the Purchaser shall receive the proceeds of any such insurance as Trustee for the Vendor.
f) The insurable risk in the goods shall pass to the Purchaser as soon as the goods are delivered to him or to his order and pending disposal the Purchaser shall keep the goods insured in the amount of the price at which the goods are sold to the Purchaser against all insurable risks.

5. RISK
a) The Vendor shall not be liable for any loss or damage to the goods suffered whilst in transit unless:
i) such loss or damage is made known to the Vendor in writing within 10 calendar days of the invoice date; and
ii) such loss or damage is sustained as a result of any act or omission on the part of the Company or its servants or agents; and
iii) such liability is covered by the liability insurance policy taken out by the company and operative at the time of the loss or damage. Details of such insurance policy will be available on request.
b) All goods being exported or sent to areas outside England, Scotland and Wales (mainland only) are delivered as per separate conditions agreed as part of the Purchase contract.

6. DESCRIPTION AND FITNESS FOR THE PURPOSE
a) In accordance with the Vendors policy of continuous development whilst every endeavour will be made to deliver the goods to the specifications ordered, specifications, colour, design and life expectancy are subject to alteration at any time without prior notice being given and in any event sizes quoted are approximate only.
b) The Vendor does not accept any liability for any loss or damage (including consequential loss) however caused resulting from the use of the Vendors products whether for injury or loss of profit
c) The employees of the Vendor are not authorised to make oral representations as to the description, quality or fitness for any particular purpose of any goods. If a representation is made for an opinion expressed orally which materially effects the customers decision to place an order for delivery the customer should ensure that such details be confirmed in writing by a duly authorised officer or employee of the Company so as to form a part of the contract; no liability can otherwise be accepted.

7. DELIVERY
a) Delivery shall be at the address specified on the purchase order or in the absence of any such special address in writing to the Purchasers premises.
b) We do not offer a delivery service which includes splitting pallets or lifting pallets by the delivery vehicle and reserve the right to charge for any re-deliveries that are required due to delivery address limitations.
c) Delivery dates mentioned in any quotation, order, acknowledgement or orally are approximate only and not of any contractual effect. The Company shall not have any liability for loss or damage (including loss of profit and consequential loss) to the customer in respect of any failure to deliver on any particular date or dates.

8. JURISDICTION
The Contract shall be subject to the Laws of England and to the jurisdiction of the English Courts.