These are the terms and conditions of sale of Riva (UK) Ltd (“we”, “us” and “our”), whose registered office is at Unit 11, Bridgeway Centre, Wrexham Industrial Estate, Wrexham, LL13 9QS, United Kingdom. These terms apply only where the buyer (“you” and “your”) is acting in the course of business and not as a consumer. We may amend these terms from time to time, but the version in force on the date of our order acknowledgement will apply to the relevant order.
Each order you place is an offer to purchase goods from us on these terms. We will accept your order by issuing an order acknowledgement by email. A contract is formed only when we issue the order acknowledgement. The order acknowledgement will identify the goods, quantity, price, delivery details (including any agreed Incoterm) and order number. You must check the order acknowledgement promptly and notify us in writing without delay of any error or discrepancy.
For the purposes of these terms, “in writing” includes email. No order, approval (including approval of drawings, specifications or any Customer Approved Sample), or amendment to an order will be binding unless confirmed in writing and accepted by us in the order acknowledgement or otherwise expressly agreed by us in writing. Silence or failure to respond to an email does not amount to acceptance.
If you issue a purchase order or any other document, including by email, containing terms that conflict with these terms, those terms are rejected and will not apply unless we expressly agree to them in writing. If there is any inconsistency, the following order of precedence will apply: (1) the order acknowledgement; (2) these terms; and (3) any other document referred to in the order acknowledgement.
Where goods are manufactured or supplied to your specification, you are solely responsible for ensuring that your specification, drawings, measurements, material selections, artwork and instructions are complete, accurate, lawful and suitable for your intended purpose and end use. Where we provide drawings or a written specification for approval, you must confirm your approval in writing before manufacture begins. Any change requested by you after approval must be agreed in writing and may result in a change to the price and delivery timetable. We are entitled to rely on any specification, data or approval you provide without independent verification.
Where a customer-approved sample is provided or approved by you (the “Customer Approved Sample”), it will be the definitive reference standard for colour, finish, fit and overall appearance for all subsequent production orders, regardless of any drawing or specification. If there is any inconsistency between the Customer Approved Sample and any drawing or specification, the Customer Approved Sample will prevail unless we agree otherwise in writing in the order acknowledgement.
You will indemnify and keep us indemnified against all liabilities, costs, expenses, damages and losses (including direct, indirect and consequential losses, loss of profit, loss of reputation, interest, penalties, and reasonable legal and professional costs) suffered or incurred by us arising out of or in connection with any claim that the manufacture, supply, import, export, possession, use or sale of goods made to your specification, or in accordance with your drawings, artwork, branding, packaging or instructions, infringes any intellectual property right or other right of a third party, or breaches any applicable law or regulatory requirement.
The price payable for the goods will be the price stated in the order acknowledgement. All prices are exclusive of VAT. VAT will be charged where applicable at the rate in force at the time of delivery. Unless the order acknowledgement expressly states otherwise, prices exclude transport, delivery and any special packaging, which will be invoiced separately. Our quotations lapse after 30 days unless stated otherwise. We may adjust the price of the goods to reflect any increase in our costs of supply.
Any delivery date or time we quote is an estimate only.
If the goods do not arrive by the agreed date and we have not notified you in advance of a delay, you must notify us in writing and give us a reasonable additional period to deliver. If we still fail to deliver within that additional period, you may cancel the affected instalment or, if the delay is material, the order. Subject to that remedy and the Limitation of Liability clause, we will not be liable for any loss caused by delay, including any indirect or consequential loss or any increase in the price of the goods.
We may deliver the goods by instalments. Each instalment will be treated as a separate contract.
Risk in the goods passes to you on delivery.
Delivery takes place either at our premises, if you collect the goods or arrange carriage, or at your premises or any other specified delivery location, if we arrange carriage.
Unless we agree otherwise in writing, delivery will take place on UK domestic terms as set out in this Delivery clause. Any Incoterm must be agreed in writing and stated in the order acknowledgement. If an Incoterm is stated in the order acknowledgement, that Incoterm, as defined by the Incoterms® 2020 rules, will apply to the relevant order to the extent it is consistent with the order acknowledgement. If no Incoterm is stated, or the delivery falls outside the scope of any stated Incoterm, we will invoice all transport and delivery costs separately, and those costs are not included in the product price unless the order acknowledgement expressly states otherwise.
You must inspect the goods immediately on delivery and, before using, processing, altering or reselling them, satisfy yourself that they comply with the contract. Any claim for obvious damage, shortage, non-delivery or other defect that is reasonably discoverable on inspection must be notified to us in writing within three working days of delivery, and you must give us, and any carrier, a fair opportunity to inspect the goods. Any claim for a latent defect must be notified to us in writing within five working days of discovery and, in any event, within 12 months of delivery. If you do not notify us within the relevant period, the goods will be conclusively deemed accepted and you will have no right to reject them or bring any claim in respect of that matter.
You must pay us in cleared funds before the goods are dispatched unless you have an approved credit account. If you have an approved credit account, payment is due within 30 days of the invoice date unless we agree otherwise in writing.
If you fail to pay any amount due in full on the due date, we may:
If you have an approved credit account, we may withdraw it, reduce your credit limit, or bring forward the due date for payment.
All amounts payable by you under the contract must be paid in full without any set-off, counterclaim, deduction or withholding, except where a deduction or withholding is required by law.
Legal and beneficial title to the goods remains with us until you have paid in full all amounts due to us on any account. Until title passes:
You must notify us in writing immediately if you become insolvent. If your right to use or resell the goods ends, you must allow us to recover them.
If your right to use or resell the goods ends, you must promptly deliver to us, at your own cost, all unpaid goods. If you fail to do so, you irrevocably permit us and our agents to enter any premises where the goods are or may be stored to inspect or recover them. You must provide safe access and reasonable co-operation for that purpose.
Our retention of title does not affect our right to bring legal proceedings to recover the price of any goods supplied where payment is overdue.
We guarantee that, on delivery, the goods will materially comply with the description in the order acknowledgement (matching the approved customer sample) and be free from material defects in materials and workmanship.
Where goods are manufactured or supplied to your specification or instructions:
This Product Guarantee does not apply to any defect, failure or damage caused by:
(a) normal wear and tears, misuse, abuse, negligence, accident or unauthorised alteration;
(b) improper storage, handling, installation, use, maintenance or care; or
(c) any use of the goods other than in accordance with these terms or any instructions, guidance or agreed manufacturing parameters provided or approved by us.
If you consider any goods to be defective, you must notify us in writing within the time limits set out in these terms, provide full details of the alleged defect, stop using the affected goods if we reasonably require it, and allow us a reasonable opportunity to inspect and test them. You must not return any goods unless we authorise the return in writing. Any returned goods must be in a condition that can be handled and inspected safely. If the goods have been used in a medical or hazardous environment, you must provide satisfactory evidence that they are free from hazardous contamination. Subject to these terms, our sole and exclusive liability for any breach of this Product Guarantee will, at our option, be limited to repairing or replacing the defective goods or refunding the price actually paid for them. The remedies set out in this clause are your exclusive remedies for defective goods, non-conformity or breach of warranty.
Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded. Subject to that, and to the fullest extent permitted by law, all terms, conditions and warranties implied by statute, common law or otherwise are excluded. We will not be liable for any loss of profit, revenue, business, contracts, anticipated savings, production, use, goodwill or reputation, or for any indirect, special or consequential loss or damage. Subject to the foregoing, our total aggregate liability to you arising out of or in connection with an order, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, will not exceed the lower of: (a) the price actually paid by you for the affected goods under that order; and (b) £100,000. We will have no liability for any claim unless you notify us in writing within 6 months of delivery or, in the case of non-delivery, within 6 months of the date when delivery should have occurred. The limitations and exclusions in these terms apply even if any limited remedy fails of its essential purpose.
We will not accept the return of any goods unless we agree to the return in writing in advance. Where a return is authorised, we will issue a Customer Return Reference Number (CR), which must accompany the returned goods. Returned goods must be in a resalable condition unless the return relates to an agreed defect claim, and you are responsible for return packaging and carriage unless we agree otherwise. We may apply a reasonable handling or restocking charge for authorised returns of non-defective goods.
If an order is cancelled for any reason, you must pay for all stock, whether finished or unfinished, that we hold for the order or to which we are committed. For bespoke or manufacture-to-order goods, this includes, where applicable, the cost of materials ordered, work-in-progress labour, third-party commitments and a reasonable allocation of overhead incurred up to the date of cancellation.
We may, without prejudice to any other rights or remedies, suspend performance, cancel the order in whole or in part, or terminate any contract with immediate effect by written notice if:
These terms govern business-to-business contracts for the sale of goods under the laws of England and Wales. Where applicable, they are to be read subject to the Sale of Goods Act 1979, the Unfair Contract Terms Act 1977, the Late Payment of Commercial Debts (Interest) Act 1998, and any other mandatory law that cannot lawfully be excluded.
Force majeure: We will not be liable for any delay in performing, or failure to perform, our obligations to the extent caused by any event beyond our reasonable control, including supplier failure, transport disruption, fire, flood, pandemic, industrial dispute, power failure or governmental action. If such an event continues for a reasonable period, either party may terminate the affected order by written notice without liability, except that you must pay for goods produced and costs properly incurred up to the date of termination.
Notices: Any notice given under these terms must be in writing. A notice may be delivered by hand, sent by first class post to the recipient’s registered office or principal place of business, or sent by email to the email address most recently used by the recipient in connection with the order. A notice will be deemed received: if delivered by hand, on signature of a delivery receipt; if sent by first class post, at 9.00 am on the second business day after posting; and if sent by email, at the time of transmission provided no delivery failure message is received, or otherwise at 9.00 am on the next business day.
Third party rights: No person other than you and us has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the contract.
Entire agreement: These terms and the order acknowledgement constitute the entire agreement between you and us in relation to the sale of the goods and supersede all prior discussions, negotiations, correspondence, understandings and agreements relating to their subject matter. You acknowledge that you have not relied on any statement, representation, assurance or warranty that is not expressly set out in these terms or the order acknowledgement. Nothing in this clause limits or excludes liability for fraud or fraudulent misrepresentation.
Variation: No variation of the contract or these terms will be effective unless agreed in writing by authorised representatives of both parties.
Assignment and subcontracting: We may assign, transfer, charge, subcontract or otherwise deal with any or all of our rights or obligations under the contract. You may not assign, transfer, charge, hold on trust for another, subcontract or otherwise deal with any of your rights or obligations under the contract without our prior written consent.
No partnership or agency: Nothing in these terms is intended to, or will, establish any partnership or joint venture between the parties, make either party the agent of the other, or authorise either party to make or enter into any commitment for or on behalf of the other.
Cumulative remedies: Except where these terms expressly state otherwise, our rights and remedies under the contract are cumulative and are not exclusive of any rights or remedies provided by law.
Governing law and jurisdiction: These terms and any dispute or claim arising out of or in connection with them, including any non-contractual dispute or claim, are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, and we may also bring proceedings against you in any other court of competent jurisdiction. You irrevocably waive any objection, whether on grounds of venue, forum non conveniens or otherwise, to proceedings being brought in the courts of England and Wales.
Severance and waiver: If any provision of these terms is held to be invalid or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will continue in full force and effect. Any failure or delay by us to exercise any right or remedy will not constitute a waiver of that or any other right or remedy.
