1. Interpretation

1.1 The definitions and rules of interpretation in this Condition 1 apply in these Conditions.

Associated Company: a company is an ‘Associated Company’ of the Supplier if one of the two has control of the other, or both are under the control of the same person or persons.

Cancellation Regulations: The Consumer Rights (Information, Cancellation and Additional Charges) Regulations 2013 (S/I 2013/3134).

Conditions: these terms and conditions of business.

Connected Company: a company is a ‘Connected Company’ of the Supplier if either the same person has control of both companies, or that person and another person connected with that person together have control of both companies. ‘Control’ has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

Consumer: a Customer who is a ‘consumer’ as defined by section 2(3) CRA, namely an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession.

Contract: a Customer’s order which has been accepted by the Supplier in accordance with these Conditions. In the event that any provisions in the Customer’s order are inconsistent with the terms of these Conditions, the latter shall prevail.

CPA 1987: Consumer Protection Act 1987.

CRA: Consumer Rights Act 2015.

Customer: the person (whether an individual or otherwise) who purchases Goods from the Supplier.

Data Protection Law: (i) the General Data Protection Regulation (Regulation (EU) 2016/679), the Law Enforcement Directive (Directive (EU) 2016/680) and the Privacy and Electronic Communications Regulation 2003 (SI 2003/2426) (as amended) as the same are to be applied pursuant to the European Union (Withdrawal) Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019/419 and any other applicable national implementing laws (ii) the Data Protection Act 2018 to the extent that it relates to processing of personal data and privacy; and (iii) all other applicable law about the processing of personal data and privacy.

Goods: the specific goods specified in the Contract.


GPSA: General Product Safety Regulations 2005.


Group Company: in relation to the Supplier, it, any subsidiary or holding company from time to time of it, and any subsidiary from time to time of a holding company of any such other company. A reference to a ‘holding company’ or a ‘subsidiary’ means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the CA 2006.

Supplier: Rivendale Products Limited a company registered in England and Wales with company number 05087893 whose registered office is Barn C, Manor Farm Offices, Flexford Road, North Baddeley SO52 9DF.

Supplier’s Website: www.qwickhose.co.uk.

VAT: value added tax chargeable under English law for the time being and any similar additional tax.

1.2 Headings in these Conditions shall not affect their interpretation.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 A reference to writing or written includes faxes and e-mail.

1.5 Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.

1.6 References to legislation shall be to such legislation as it may be amended, repealed or supplemented from time to time.


2. Application of Conditions

2.1 These Conditions apply to Contracts between the Supplier and Customers who are Consumers. Contracts with non-Consumer Customers are subject to the separate terms and conditions of the Supplier applicable to Contracts with business Customers, which terms and conditions are deemed to be incorporated in any contract between the Supplier and such a Customer. It is the responsibility of non-Consumer customers to identify themselves as such to the Supplier before a Contract is concluded and to request a copy of, or access to, the Supplier’s business-to-business terms and conditions. Non-Consumer customers shall not in any event be entitled, by reason of being provided (or granted access to) these Conditions by the Supplier (rather than the terms and conditions applicable to business Customers), to rely on any rights or remedies granted under any applicable consumer protection laws in relation to any Contract entered into by them with the Supplier.

2.2 These Conditions shall:

(a) apply to and be incorporated into the Contract; and

(b) prevail over any inconsistent terms or conditions contained, or referred to, in any document supplied by the Customer, or implied by law, trade custom, practice or course of dealing.

2.3 The Customer’s order, constitutes an offer by the Customer to purchase the Goods specified in it on these Conditions. No offer placed by the Customer shall be accepted by the Supplier other than:

(a) by a written acknowledgement issued and executed by the Supplier; or

(b) (if earlier) by the Supplier supplying the Goods,

when a contract for the supply and purchase of the Goods on these Conditions will be established and come into force.

2.4 Any quotation for the supply of Goods is valid and for a period of 30 days from its date (unless a shorter period is specified on the face of the quote), provided that the Supplier has not previously withdrawn it before the Customer submits an order for those Goods. Nothing in this Condition 2.4 shall imply a legally binding obligation on the Supplier to accept the order (which shall remain at the discretion of the Supplier in all circumstances).


3. Contract Term

Once the Contract has come into force in accordance with Condition 2 it shall continue until Goods have been delivered to the Customer or, if later, when the Supplier has been paid in full, without deduction, set-off or counterclaim of any kind (except as the Customer may be entitled to effect by overriding law).


4. Quality of the Goods

4.1 The Goods shall be of satisfactory quality in accordance with section 9 CRA

4.2 The Supplier warrants that:

(a) the Goods shall be fit for any particular purpose specified by the Customer where the requirements of section 10(1) CRA are met;

(b) in accordance with section 13 CRA, where the Contract is for a sale by sample, that is seen or examined by the Customer before the Contract is made, the Goods will (i) match the sample except to the extent that any differences between the sample and the goods are brought to the Customer’s attention before the contract is made, and (ii) be free from any defect that makes their quality unsatisfactory and that would not be apparent on a reasonable examination of the sample; and

(c) where the Contract is to supply Goods by description, the Goods shall match that description in accordance with section 11 CRA.

4.3 Nothing in the Contract shall be construed as affecting the Customer’s rights in relation to defective products pursuant to the CPA 1987 and/or the GPSA.


5. Supplier’s Title to the Goods

5.1 The Supplier warrants that it has the right to sell the Goods free from any charge, encumbrance or other third party interests, and that the Customer will enjoy quiet possession of the Goods in accordance with section 17(2)(c) CRA.

5.2 Title in the Goods shall pass to the Customer when they have all been paid for in full, without deduction, set-off or counterclaim of any kind (except as the Customer may be entitled to EFFECT by overriding law). Where the Contract provides that the Goods are to be delivered to the Customer, and payment occurs before delivery has been effected, then title shall be deemed to pass when the specific Goods to be delivered under the Contract have been dispatched by the Supplier. Where Goods are purchased and collected in person by or on behalf of the Customer then title shall pass upon payment.


6. Risk in Goods

Risk in the Goods shall pass when the Goods come into the physical possession of the Customer or an agent of the Customer identified as such to the Supplier (including a carrier commissioned by the Customer to collect from the Supplier).


7. Delivery of the Goods

7.1 Delivery of Goods shall be to the location specified in the Contract.

7.2 Where the Contract does not specify a delivery date then the Supplier shall supply the Goods no later than 30 (thirty days) after the Contract has been concluded but, subject to Condition 7.4, the Supplier’s liability for any failure to deliver within that period shall be excluded to the fullest extent permitted at law.

7.3 Where the Contract specifies a delivery date (or delivery dates in the case of deliveries in consignments) then the Supplier shall use its reasonable efforts to supply the Goods on or before the date or dates specified but, subject to Condition 7.4, the Supplier’s liability for any failure to deliver within that period shall be excluded to the fullest extent permitted at law.

7.4 Conditions 7.2 and 7.3 shall not affect the Customer rights under section 28 CRA if the Goods are not supplied within the relevant period.

7.5 Additional delivery charges may apply. If they do they will be specified on the Supplier’s Website.


8. Payment

8.1 The price for the Goods shall be the price quoted to the Customer detailed on the Supplier’s Website.

8.2 The price for the Goods shall be inclusive of any VAT and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, except where specified on the Supplier’s Website.

8.3 Unless otherwise stated in the Supplier’s quotation, payment for the Goods is due in pounds sterling and is payable by the Customer to the Supplier at the end of the month following the month in which the Goods were invoiced and time for payment.

8.4 No payment shall be deemed to have been received until the Supplier has received payment in full in cleared funds. Until such time as payment has been received, the Supplier is relieved from any obligation to supply the Goods.


9. Limitation of liability

9.1 This Condition 9 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors and those of any Associated Company, Connected Company or Group Company of the Supplier) to the Customer in respect of:

(a)        any breach of the Contract;

(b)        any use made by the Customer of the Goods; and

(c)        any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

9.2          All warranties, conditions and other terms implied by common (i.e. non-statutory) law are, to the fullest extent permitted by law, excluded from the Contract, except as expressly preserved in these Conditions.

9.3          Nothing in these Conditions limits or excludes the liability of the Supplier:

(a)           for death or personal injury resulting from negligence; or

(b)           for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Supplier.


9.4          Subject to Conditions 9.2 and 9.3:

(a)           the Supplier shall not be liable in respect of any defect in the Goods or otherwise in relation to its performance under the Contract for:

(i)             loss of profits;

(ii)            loss of business;

(iii)           depletion of goodwill and/or similar losses;

(iv)           loss of anticipated savings;

(v)            loss of goods;

(vi)           loss of contract;

(vii)          loss of use; or

(vii)          any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and

(b)        the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, shall not exceed the price actually paid for the Goods (including VAT and any additional ancillary delivery charges paid by the Customer).


10. Assignment

10.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Contract.

10.2 The Supplier may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its rights under the Contract.


11. Force Majeure

The Supplier shall, to the fullest extent permitted by law, have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other person), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.


12. Variation

12.1 The Supplier shall be entitled at any time, and from time to time, to change the timing of the supply of Goods, including introducing or varying instalment deliveries, provided that such changes do not materially affect the nature or quality of the performance of the Supplier under the Contract.

12.2 Subject to Condition 12.1, no variation of the Contract or these Conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.


13. Waiver

13.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.

13.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.


14. Severance

14.1 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.

14.2  If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.


15. Entire Agreement

15.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

15.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than for breach of contract (and then only to the extent provided in the Contract).

15.3 Nothing in this Condition 15 shall limit or exclude any liability for fraud.


16. No Partnership

Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose.


17. Data Protection & mandatory pre-contract information to be provided to Consumers

17.1 The Supplier will comply with all applicable requirements of Data Protection Law. This Condition 17 is in addition to, and does not relieve, remove or replace, Supplier’s obligations or the Customer’s rights under Data Protection Law.

17.2 The obligations that the Supplier has in relation to the personal data of the Customer are set out in the ‘Privacy Notice’ which can be found on the Supplier’s Website.

17.3 Nothing in these Conditions shall prejudice the Customer’s rights in relation any failure by the Supplier to provide information required to be provided by it to the Customer before the Contract is formed, either pursuant to regulation 9(1) and Schedule 1 (Information relating to on-premises contracts) or regulations 10(1) and 13(1) and Schedule 2 (Information relating to off-premises contracts) of the Cancellation Regulations.


18. Rights of Third Parties

18.1 Subject to Condition 18.2, a person who is not a party to the Contract shall not have any rights under or in connection with it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

18.2 The rights of the Supplier may be enforced by any person to whom those rights have been assigned by the Supplier or (in respect of rights not assigned) by any Associated Company, Connected Company or Group Company of the Supplier who has supplied Goods to the Customer on behalf of the Supplier.


19. Cancellation & Termination

19.1 The Customer has the right to cancel the Contract (in respect of all, not some only, of the Goods) without any reason within fourteen (14) days of the date when the Customer (or his agent) takes physical possession of the Goods (or in the case of deliveries by instalment, the date when the Customer (or his agent) takes physical possession of the last instalment). To do so it must write to the Supplier stating its name, address, contract number, date, and state that it wishes to cancel. The Customer may, but is not obliged to, use the model cancellation form which the Supplier has placed on the Supplier’s Website. If the 14 day period expires on a day which is not a Business Day, the period shall extend to the next Business Day.

19.2 The right to cancel under Condition 19.1 does not apply where the Contract is concluded at the Supplier’s premises (i.e. where the Supplier issues written acceptance of the order to a Customer attending at the business Supplier’s premises).

19.3 If the Supplier has to cancel a Contract and the Customer has made any payments in advance for Goods which have not been provided to the Customer, the Supplier will refund these amounts to the Customer.

19.4 Refunds will be made within fourteen (14) days of notification of cancellation.

19.5 The Supplier may cancel the Contract at any time with immediate effect by giving the Customer written notice if:

(a) the Customer does not pay the Supplier any amount on due date specified in the Contract; or

(b) the Customer commits a breach not capable of remedy or a material remediable breach of its obligations under the Contract and fails to remedy that breach within fourteen days of being required to do so by the Supplier.

19.6 The foregoing provisions of this Condition 19 are without prejudice to such other rights as the Customer may have under the Cancellation Regulations.


20. Governing Law and Jurisdiction

20.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.

20.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).