Terms of Sale

These terms and conditions of sale ('Conditions') apply to any contract of sale between Berendsen UK Ltd, trading as Rocialle, ("Rocialle") and its customer ("Customer") for products supplied by Rocialle ("Products") to the exclusion of any other terms, conditions, statements, promises or representations made or given by or on behalf of Rocialle unless otherwise agreed in writing by a duly authorised representative of Rocialle. Rocialle reserves the right to change these Conditions at any time with prior written notice. Orders made by Customers following notification of any changes to these Conditions will signify acceptance of those changes.

Orders

Any order for products ("Order") is accepted at Rocialle's discretion subject to these Conditions to the exclusion of any other terms and conditions unless there is express written confirmation from Rocialle stipulating specific amendments. Orders are deemed accepted and a contract formed subject to these Conditions ("Contract") on the earlier of Rocialle's written acceptance of the Order and release of the Products to the carrier. Rocialle reserves the right to refuse any Order without providing a reason.

Price

Products are sold at the price quoted by Rocialle ("Price"). The Price is exclusive of VAT and carriage, transport, and unloading charges ("Delivery Charges"), which shall be paid by the Customer in addition. Delivery Charges are set out in Rocialle's quotation or shall be separately advised to the Customer. Delivery Charges may vary at Rocialle's discretion from time to time. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer invoice or other document or information issued by Rocialle shall be subject to correction without any liability on the part of Rocialle.

Payment

Payment by Customers with credit accounts should be made within 30 days of invoice date unless otherwise agreed. Rocialle reserves the right to charge interest on overdue invoices at the rate of 4% above Bank of England Base Rate, subject to a minimum rate of 8%. In all other cases, Customers shall pay for Products at the time of ordering. Customers shall not be entitled to assert any credit, set-off or counterclaim against Rocialle in order to justify withholding payment for the Products in whole or in part. The time for payment of the Price shall be of the essence of the Contract.

Products

Rocialle reserves the right to make changes to the range of Products offered from time to time, including additions, deletions and changes in specification. Products are designed for the purposes specified and no warranty is given that they will be suitable for any other purpose. Rocialle's employees and agents are not authorised to make any warranties or representations concerning the Products unless confirmed in writing by a director of Rocialle and the Customer acknowledges that by entering into the Contract it does not rely on and waives any claim for breach of any such warranties or representations which are not so confirmed. While Rocialle has made every effort to ensure that Products offered are shown as accurately as possible in its current brochure or website, the Customer should check any details and information they wish to rely on with Rocialle before purchase.

Rocialle cannot accept liability in respect of any errors or omissions contained in its brochures or website or for any loss or damage, malfunction or consequential loss arising from reliance upon these publications. Whilst Rocialle has made reasonable effort to ensure that details and information given in its brochures and website are accurate at the time of issue, full technical specifications are not necessarily included and the right is reserved to alter details and information as the need arises.

Delivery

Delivery of a Customer's order shall be completed upon unloading of the Products at the delivery address set out in the Order. Delivery of Products may be made either in a single shipment or in parts, at Rocialle's discretion. Time for delivery is not of the essence and Rocialle does not guarantee any delivery times. Any delay in delivery will not entitle the Customer to cancel the Order or to receive a refund of any monies paid unless and until the Customer has given 21 days' written notice to Rocialle requiring the delivery to be made and Rocialle has not completed delivery within that period. The Customer shall have no other remedy in respect of late delivery. Rocialle shall not be liable for any direct, indirect or consequential loss caused by any delays in delivery (including if such delay was caused by Rocialle's negligence or default.)

In the event that the carrier is unable to deliver to the Customer through no fault of either Rocialle or the carrier and, either an additional delivery journey is required, or the Products have to be returned to stock, then additional carriage charges and/or handling fees shall be charged to the Customer. Rocialle reserves the right to defer the date of delivery or cancel the Contract or reduce the volume of the Products ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Rocialle including, without limitation, acts of God, governmental actions, war, national emergency or civil commotion. If the event in question continues for a continuous period in excess of 180 days, the Customer shall be entitled to give notice in writing to Rocialle to terminate the Contract.

Returns

If the Customer establishes to Rocialle's reasonable satisfaction that there is a defect in the Products or there is some other failure by Rocialle in relation to the conformity of the Products with the Contract and the Customer gives notice in writing to Rocialle within ten days after delivery, then Rocialle shall, at its option and at its sole discretion and within a reasonable time, refund the Customer or replace such Products with products which are in all respects in accordance with the order.

Risk and Title

Risk in the Products shall pass to the Customer on delivery. Notwithstanding this, the Products remain the property of Rocialle until the Price plus any VAT and Delivery Charges have been paid to Rocialle in full in cleared funds, and until property passes the Customer will hold the Products on a fiduciary basis as Rocialle's bailee. In the event that the Customer fails to make payment in a timely fashion; commits a material breach of any term, condition or obligation under this Contract; has any judgment taken or levied against it; is deemed unable to pay its debts with the meaning of Section 123 of the Insolvency Act or otherwise; has its property seized; goes into liquidation; or has a receiver or administrator appointed over any of its assets Rocialle may, without prejudice to any other rights and remedies available, by notice in writing, enter any premises to recover the Products.

Export Terms

Where the Products are supplied for export from the UK the following shall (subject to any special terms agreed in writing between the Customer and Rocialle) apply notwithstanding any other provision of these Conditions. The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Products into the country of destination and for the payment of any duties thereon. Payment of all amounts due to Rocialle shall be made before delivery. Rocialle shall provide the Customer with a quotation for delivery at the time the order is placed.

Liability of Rocialle

The express warranties set out in these Conditions are the only warranties which shall be given by Rocialle and to the fullest extent possible at law all warranties, conditions and other terms implied by statute or otherwise are expressly excluded (other than the conditions implied by section 12 of The Sale of Goods Act 1979). Nothing in these Conditions limits or excludes any liability of Rocialle for death or personal injury caused by its negligence or that of its employees, agents or subcontractors, for fraud or fraudulent misrepresentation or for defective products under the Consumer Protection Act 1987. Subject to the foregoing, the total liability of Rocialle in contract, tort (including negligence) or otherwise in respect of any Products supplied under any Contract shall be limited to the Price unless expressly stated otherwise in these Conditions.

Assignment

Rocialle may assign the benefit of the Contract or any part of it to any person, firm or company. The Customer shall not be entitled to assign the benefit of the Contract or any part of it without the prior written consent of Rocialle.

General

Any failure or delay by Rocialle in enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

Notices

All notices given by the Customer to Rocialle must be given to The Customer Service Manager, Rocialle, Cwm Cynon Business Park, Mountain Ash, CF45 4ER. Rocialle may give notice to the Customer at either the email or postal address the Customer provides to Rocialle when placing an order or the place of business of the Customer. Notices shall be deemed to have been received 24 hours after an email is sent or 48 hours after posting (5 days if posted outside the UK).

Jurisdiction

These Conditions and the Contract shall be governed by and construed according to the Laws of England. Any dispute shall be subject to the exclusive jurisdiction of the Courts of England and Wales save that Rocialle may take proceedings in respect of any Contract in any country.

Rocialle's Details

Rocialle is a trading division of Berendsen UK Ltd, part of the Berendsen plc Group, registered in England under registration number 228604 with its registered office at 4 Grosvenor Place, London, SW1X 7DL with VAT registration number 226 5161 79.

December 2013