Terms and Conditions
ROCKTRON INTERNATIONAL LIMITED
Standard Terms and Conditions for Sales of RockTron Advanced Products
1. These are the Standard Terms and Conditions on which RockTron International Limited (‘RockTron’) shall sell RockTron’s Advanced Products.
2. In these Terms and Conditions:
2.1. ‘Buyer’ means any person who makes an offer to purchase any quantity of Product from RockTron;
2.2. ‘Consignment’ means a truck-load of Product if the Product is not bagged or a bag of Product if the Product is bagged;
2.3. ‘Contract’ means any contract between RockTron and a Buyer for the sale of Product;
2.4. ‘Delivery’ means either (1) the loading of Product at the Plant or designated storage location onto a truck belonging to the Buyer or to a transport contractor retained by the Buyer or (2) the delivery of Product by RockTron into the custody of the Buyer at the premises of the Buyer;
2.5. ‘Order’ means an order for Product;
2.6. ‘Plant’ means a registered RockTron facility;
2.7. ‘Price’ means the price per metric tonne quoted by RockTron from time to time;
2.8. ‘Product’ means RockTron Advanced Product specified in an order;
2.9. ‘Specification’ means the specification for a Product specified in an Order.
3. Each Contract shall be made by RockTron accepting an Order placed by a Buyer. Each Order shall be construed as an offer to purchase on these Terms and Conditions. No other terms and conditions proposed by a Buyer shall be deemed incorporated into a Contract unless such terms and conditions have been expressly accepted by RockTron before delivery.
4. The Buyer acknowledges that the Buyer has read these Terms and Conditions before placing an Order. Each Order shall specify the Price, and shall include a statement of the Buyer’s agreement that RockTron’s Standard Terms and Conditions are the terms of the Contract.
5. The quantities of Product to be supplied shall be agreed separately by the Parties by reference to load numbers made available by RockTron to the Buyer.
6. The mode of Delivery shall be stipulated in the Order and RockTron and the Buyer shall agree orally the practical arrangements for Delivery. In relation to each Consignment no Contract shall be made until Delivery of the Consignment has commenced. Such commencement of Delivery shall constitute acceptance of the Order in relation to that Consignment.
7. Following the commencement of Delivery RockTron will accept no return of Products under any circumstances unless Product is not to Specification or the Buyer is entitled to reject a Consignment because its quantity varies to an extent greater than permitted by paragraph 12 below.
8. In respect of each Consignment, title to, and risk in, Product passes on completion of Delivery.
9. RockTron warrants that Product is to Specification but all other warranties (including warranties that would otherwise be implied by statute) are excluded to the extent that such exclusion is lawful.
10. RockTron gives no warranty that any Product is suitable for any specific purpose of the Buyer, whether or not that purpose has been disclosed to RockTron.
11. RockTron will conduct due diligence as to a prospective Buyer’s credit rating. If (in its sole discretion) RockTron is satisfied with the result, RockTron will offer payment terms of 25 days following the end of the month of Delivery. This customer credit will be removed if the customer neglects to conform to RockTron’s payment terms. In all other cases RockTron will not deliver Product unless the Buyer tenders payment with the Order. At RockTron’s sole discretion interest shall be chargeable on overdue payments at the base rate of the Bank of England from time to time plus 4%.
12. Consignments comprising trucks of Product will be weighed by passing trucks over a weighbridge at the Plant or designated storage location. The Buyer accepts that RockTron is unable to guarantee Delivery of the exact amount of Product specified in an Order and the Buyer will accept Delivery of (and shall not reject) any quantity which is within 5% more or less of the quantity ordered. Where Product is not bagged RockTron shall be entitled to fill each truck even if it causes the quantity comprised in a Consignment to exceed by more than 5% the quantity ordered. Nothing in this paragraph shall have the effect that the Buyer is required to pay for any quantity other than the actual quantity comprised in each Consignment Delivered.
13. RockTron will invoice daily and the total sum invoiced by RockTron in respect of each day’s deliveries will be the exact amount delivered multiplied by the Price of the Product. Where payment has been required with an Order, the sum invoiced by RockTron will reflect any adjustment necessary to reflect the actual quantities supplied as compared with the quantities specified in the Order. Following issue of the invoice any amount outstanding to RockTron will be paid within seven calendar days. Overpayments made by customers will be taken against future orders unless repayment is requested.
14. The Buyer will indemnify RockTron and keep it indemnified against all costs losses and expenses suffered by RockTron itself or by any other person in consequence of any act or omission of any of the Buyer’s employees agents or subcontractors while visiting the Plant to take Delivery of Product.
15. While on the Plant the Buyer shall comply in all material respects with all operational directions issued by RockTron to visitors and shall indemnify RockTron and keep it indemnified against all costs losses and expenses which RockTron may suffer in consequence of any breach of any such direction by any of the Buyer’s employees agents or subcontractors.
16. Neither RockTron nor the Buyer shall be liable to the other for any indirect consequential economic losses that flow from a breach of the Contract.
17. RockTron shall insure each Consignment against all usual risks from Dispatch to Delivery in an amount equal to the total Price payable in respect of the Consignment and shall maintain third party and public liability insurance in an amount not less than £3m and (if so requested by the Buyer before Delivery) shall produce evidence of such insurances for the Buyer’s inspection.
18. The Buyer shall maintain insurance in an amount not less than £3m against all usual risks of damage and loss which may be suffered by RockTron or its agents while visiting the Buyer’s premises to Deliver Product and (if so requested by RockTron before Delivery) shall produce evidence of such insurance for RockTron’s inspection.
19. The Contract is made subject to the laws of England and the English courts shall have exclusive jurisdiction with regard to any matter arising under it.
Standard Terms and Conditions
Sales of RockTron Advanced Products
Ed. Feb 2011.