Rosa Rosa Limited t/a Viva la Rosa’s - Terms and Conditions of RETAIL SALE to all Personal and business Customers buying at our PREMISES (including any temporary premises e.g. Exhibitions, Shows and / or other Events etc) or on the INTERNET, TELEPHONE or MAIL ORDER.
- These Terms and Conditions of Retail Sale are made on behalf of Rosa Rosa itself and all its staff and Directors. They apply only to sale of goods (which includes all products and services which NL sells) to individuals for personal or business use, not resale, at advertised retail prices when the total retail price of that sale (excluding postage or transport) does not exceed £5,000.
- While we will do our best to advise - if asked, Customers must choose their purchases for themselves and neither Rosa Rosa nor its staff nor Directors can accept any obligation to supply samples nor goods fit for any particular purpose nor goods which comply with any other description than that given by us.
- Customers may return goods, for replacement or refund at Customer's choice, provided that we are notified within 14 days of delivery to you and that goods are returned to us NEW with all tags attached, UNWORN and UNALTERED within 14 days of delivery to you. Return and / or Original Postage fees are not refundable - except in a very limited set of circumstances.
- Payment – All orders for products must be made by Paypal of other method made available by us at the point-of-sale and at time of purchase or order in £ sterling.
- Ownership of Products / Acceptance of Order
b. Ownership of Goods passes to Customer on each such dispatch as aforesaid.
c. Orders to ship goods to destinations outside the UK will not be accepted nor processed until Rosa Rosa is notified that payment in full of price and any postage and packing charge has been received without set-off or deduction in Rosa Rosa's account.
b. Products to destinations outside UK. Goods will be despatched by International Signed-for Airmail unless Customer otherwise chooses. Postage will be charged and advised at the rate dictated by Customer's choice at the point of sale.
- Urgent Orders. If your order is required for a particular date, we will do all we can to help subject to an agreed additional charge – but no delivery guarantees are given or implied especially to Northern Ireland, the Channel Islands, or the Highlands and Islands of Scotland.
- All Export Orders are at Customer's risk once they leave Rosa Rosa offices. If you wish we will seek insurance for the goods in your name at your own additional expense. Any delays caused by Customs and other Regulatory bodies are outside our control and our responsibility.
- Save as above we cannot accept responsibility for any loss or damage however arising in connection with orders, goods or plants and expressly exclude all express or implied conditions or warranties, statutory or otherwise, express or implied save as provided by the Unfair Contract Terms Act 1977.
- These terms are governed by English Law and the exclusive jurisdiction of the English courts. Your statutory rights are not affected.
- These Terms and Conditions do not apply to Trade Sales which will continue to be on our Standard Wholesale Terms and Conditions (2012 revision).
Standard terms and conditions for purchase of goods and/or services of Rosa Rosa Limited
In this document the following words shall have the following meanings:
1.1 “Agreement” means these Terms and Conditions together with the terms of any applicable Purchase Order;
1.2 “Buyer” means Rosa Rosa Ltd, Unit 16, Newark Storage Ind. Est. Bowbridge Road, Newark, Notts, NG24 3AH
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “Purchase Order” means the standard Buyer document which includes or is attached to a statement of work describing the goods and/or services to be provided by the Supplier and which provides a maximum value payable by the Buyer to the Supplier;
1.5 “Supplier” means the organisation or person who supplies goods and/or services to the Buyer;
1.6 “Supplier Personnel” means any employee or contractor supplied by the Supplier to provide services.
2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and/or services by the Supplier pursuant to one or more Purchase Order or other valid order.
2.2 Where it is agreed that the Supplier shall supply goods and/or services, the goods and/or services to be supplied, the price payable and any other special terms agreed between the parties shall be set out in the communication sent by Buyer to the Supplier and shall be subject to these Terms and Conditions.
2.3 No changes or variations to these Terms and Conditions or any Purchase Order shall be effective unless agreed and duly executed in a signed written agreement between the parties.
3. Price and Payment
3.1 The price and any taxes and expenses for the goods and/or services shall be as specified in the Purchase Order or as agreed in writing between the parties.
3.2 An invoice shall be produced by the Supplier to the Buyer in accordance with the agreed terms. The Buyer shall pay for the goods and/or services at the end of the month following the month in which the goods and/or services are supplied or in which the invoice is received, whichever is the later. In no circumstances shall the time for payment be of the essence of the Agreement.
3.3 The Buyer shall not be responsible for any expenses, charges or price other than those set out in the Purchase Order or as modified by signed written agreement of both parties from time to time
3.4 In the event of late payment by the Buyer, the Supplier shall ascertain the cause of the late payment – giving due consideration to the right of the Buyer to off-set, counterclaim, and withhold any sums as may be reasonably considered due.
3.5 Once a Purchase Order has been agreed by the Buyer the price for the goods and/or services shall be fixed.
4.1 The Supplier warrants and guarantees that any and all goods, materials, or services supplied under this Agreement shall be free from any defects, patent or latent, in material and workmanship, conform to applicable specifications and drawings and, to the extent that detailed designs were not provided to the Buyer, will be free from design defects and in every aspect suitable for the purposes intended by the Buyer, as to which the Supplier hereby acknowledges that it has had due notice. The approval by the Buyer of any designs provided by the Supplier shall not relieve the Supplier of its obligations under any provision contained in this Clause.
4.2 The Supplier’s obligations under this Clause shall extend to any defect or non- conformity arising or manifesting itself within the manufacturers warranty period from delivery.
4.3 Where there is a breach of the warranty contained in this Clause by the Supplier, the Buyer, without thereby waiving any rights or remedies otherwise provided by law and/or elsewhere in this Agreement, may require the Supplier to repair or replace the defective goods at the Supplier’s risk and expense or repay the price or part of the price relating to the defect to the Buyer.
4.4 Items repaired or replaced shall be subject to these Terms and Conditions in the same manner as those originally delivered under this Agreement. If the Supplier refuses or fails promptly to repair or replace items when requested under this provision, the Buyer may itself, or through an agent or sub-contractor, or otherwise, repair or replace any item itself and the Supplier agrees to reimburse the Buyer for any costs or expenses incurred.
4.5 Where any service the supplier provides falls below the reasonable expectation of the Buyer, a claim may be brought by the Buyer against the Supplier.
5.1 Delivery of the goods shall be made to such location as the Buyer shall direct. Any time agreed between the parties for such delivery shall be of the essence of the Agreement and the Buyer shall be entitled to cancel, without notice, the whole or any part of this Agreement if this Clause is not complied with by the Supplier.
5.2 Where the Buyer cancels the whole or part of the contract in accordance with this Clause
5.2.1 All sums payable by the Buyer in relation to the whole or part of the contract cancelled shall cease to become payable;
5.2.2 All sums paid by the Buyer in relation to the whole or part of the contract cancelled shall be repaid by the Supplier immediately;
5.2.3 the Buyer shall be entitled to recover damages from the Supplier for any loss caused as a result of the Supplier’s failure to deliver the goods or provide the services and/or as a result of the cancellation of the whole or part of the contract.
6.1 The Supplier warrants that it has good title to any supplied goods and that it will transfer such title as it may have in the goods to the Buyer pursuant to Clause 6.2.
6.2 Title in the goods will pass to the Buyer when the goods are unconditionally appropriated (by either party or by or with the consent of either party) to this Agreement, or on delivery to the Buyer, whichever happens first.
The goods or services provided to the Buyer will be and shall remain at the Supplier’s risk until such time as they have met with the Buyer satisfaction (or at the Buyers direction), and are found to be in accordance with the requirements of this Agreement. It shall be the duty of the Supplier at all times to maintain whatever contract of insurance over any goods and / or services provided and on request from the Buyer, to assign to the Buyer the benefits of such insurance in the case of any such claim being brought by the Buyer in accordance with the Suppliers Claims processes for Lost or Damaged items handled by the Supplier.
8. Inspection of Goods / Acceptance of the Services
8.1 The Buyer shall inspect any such goods upon delivery.
8.2 Where goods are damaged, or the services found unfit for purpose, or incomplete the Buyer shall notify the Supplier. The Buyer may reject the damaged goods and the following provisions shall apply:
8.2.1 the Supplier shall collect the damaged goods from the Buyer at the Supplier’s expense;
8.2.2 during the period between delivery of the goods to the Buyer and collection by the Supplier, the Buyer shall not be liable for any loss or further damage caused to the damaged goods;
8.2.3 all sums payable by the Buyer in relation to the damaged goods shall cease to become payable;
8.2.4 all sums paid by the Buyer in relation to the damaged goods shall be repaid by the Supplier immediately;
8.2.5 the Buyer shall be entitled to claim damages from the Supplier for any losses caused to the Buyer as a result of the goods being damaged or if the service is not met.
8.3 Where there are shortages in the order the Buyer shall notify the Supplier and the following provisions shall apply:
8.3.1 all sums payable by the Buyer in relation to the missing goods shall cease to become payable;
8.3.2 all sums paid by the Buyer in relation to the missing goods shall be repaid by the Supplier immediately;
8.3.3 the Buyer shall be entitled to claim damages from the Supplier for any losses caused to the Buyer as a result of the shortages.
8.4 If the Buyer so requests, the Supplier shall immediately replace damaged goods or supply goods which are missing at the Supplier’s expense or the Buyer shall be entitled to cancel, without notice, the whole or any unexecuted part of the order and the rights referred to in Clause 5.2 shall apply.
8.5 Where there is an excess of goods in relation to the order the Buyer may reject the excess goods by notice in writing to the Supplier and the following provisions shall apply:
8.5.1 the Supplier shall collect the excess goods from the Buyer at the Supplier’s expense;
8.5.2 during the period between delivery of the goods and collection by the Supplier, the Buyer shall not be liable for any loss or damage caused to the excess goods;
8.5.3 no sum shall be due to the Supplier for the excess goods and in the event that sums are paid to the Supplier for the excess goods, the Supplier shall repay such sums to the Buyer immediately.
8.6 The Buyer may accept excess goods by notifying the Supplier of such acceptance and the price of the excess goods shall be payable by the Buyer.
8.7 The Supplier shall repair or replace free of charge, goods damaged or lost in transit upon receiving notice to that effect from the Buyer.
8.8 The Buyer’s signature on any delivery note of the Supplier is evidence of the number of packages received only and not evidence of the correct quantity of goods received or that the goods are in a good condition or of the correct quality.
8.9 The Buyer will be entitled to file a claim for the failure of any Service, specifically for late or non-delivery of Buyers Goods to its customers.
9. Supplier’s Obligations
9.1 The Supplier warrants, represents and undertakes that:
9.1.1 all services performed under this Agreement shall be performed with all due skill and care, in a good and workmanlike manner and otherwise in line with best practice within its industry (“Best Industry Practice”);
9.1.2 the Supplier Personnel will possess the qualifications, professional competence and experience to carry out such services in accordance with Best Industry Practice;
9.1.3 the services will not in any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties of non-disclosure or other rights of any third parties; and
9.1.4 it has full capacity and authority to enter into this Agreement and that it has or will obtain prior to the commencement of the services, any necessary licences, consents and permits required of it for the performance of the services, acceptance of Buyers Payments is deemed to also acknowledge these terms and conditions of supply.
9.2 The Supplier shall provide the Buyer with such progress reports, evidence or other information concerning the services as may be requested by the Buyer from time to time.
9.3 The Supplier shall be responsible for maintaining such insurance policies in connection with the provision of the services as may be appropriate or as the Buyer may require from time to time.
9.4 The Supplier shall procure that the Supplier Personnel take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions, and the Supplier agrees to indemnify and keep indemnified the Buyer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage or injury caused to the Buyer or any third party by the Supplier Personnel.
10. Status and Liabilities
10.1 It is expressly understood that neither the Supplier nor the Supplier Personnel have the authority to act as agent for the Buyer or to contract on the Buyer’s behalf.
10.2 The Supplier Personnel shall at no time be deemed to be employed or otherwise engaged by the Buyer.
10.3 The Supplier shall be responsible for paying the Supplier Personnel and for making any deductions required by law in respect of income tax and National Insurance contributions or similar contributions relating to the provision of the services. The Supplier agrees to indemnify the Buyer in respect of any claims that may be made by the relevant authorities against the Buyer in respect of tax demands or National Insurance or similar contributions relating to the provision of the services by the Supplier.
10.4 The Supplier shall, and shall procure that the Supplier Personnel shall, comply with all applicable statutes, rules and regulations in providing the services, including all immigration and employment requirements imposed by any applicable jurisdiction, and the Supplier shall indemnify and hold harmless the Buyer from damages arising out of any failure to do so.
11.1 The Buyer may terminate this Agreement for any reason by providing 15 days prior written notice to the Supplier.
11.2 The Buyer may terminate this Agreement with immediate effect by providing written notice to the Supplier if:
11.2.1 the Supplier or the Supplier Personnel commit any material or persistent breach of this Agreement;
11.2.2 the Supplier fails to or refuses after written warning to procure that the Supplier Personnel provide the services properly required of them in accordance with this Agreement;
11.2.3 the Supplier passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
11.2.4 the Supplier ceases to carry on its business or substantially the whole of its business; or
11.2.5 the Supplier is trading while insolvent, is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets. For the avoidance of doubt a Supplier trading as a going-concern who has filed losses in their annual accounts may also be deemed insolvent for the purposes of this clause.
The Supplier agrees to indemnify the Buyer against all claims, costs and expenses which the Buyer may incur and which arise, directly or indirectly, from the Supplier’s breach of any of its obligations under this Agreement.
13. Intellectual Property Rights
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Buyer, and the Supplier shall do all that is reasonably necessary to ensure that such rights vest in the Buyer by the execution of appropriate instruments or the making of agreements with third parties.
14. Force Majeure
The Buyer shall not be liable for any delay or failure to perform any of its obligations under this Agreement if the delay or failure results from events or circumstances beyond its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, flood or industrial disputes, and the Buyer shall be entitled to a reasonable extension of its obligations.
15. Relationship of Parties
Nothing in this Agreement shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in this Agreement shall be deemed to construe either of the parties as the agent of the other.
The Supplier shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Buyer.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
No failure by the Buyer to enforce any of these Terms and Conditions shall constitute a waiver of its rights hereunder.
Any notice to be given by the Buyer to the Supplier may be served by email, personal service or by post to the address of the Supplier as given in the Purchase Order or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
20. No third parties
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
21. Entire Agreement
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written, or any other terms or conditions – specifically the Buyers terms and conditions take precedent over any Supplier terms and conditions.
22. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.