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Terms & Conditions

1. Interpretation

1.1 In these conditions: “BUYER" means the person who accepts a quotation from the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller; "GOODS" means the Goods (including any instalments of the Goods or any part for them) which the Seller is to supply in accordance with these conditions; "SELLER" means The R.B.W. Group Incorporating ROCKBOTTOM WHOLESALE and Pendragon Wales Ltd. "CONDITIONS" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller; "CONTRACT" means the contract for the purchase of and sale of the Goods; “ACCOUNT CUSTOMER” means a customer granted the facility to pay their account within 30 days of invoicing for the Goods. “CREDIT/DEBIT CARD CUSTOMER” means a Customer who pays by a Credit or Debit Card on completing the Order on the Website. In all cases Customers are deemed to be businesses and not consumers, and as a consequence the Customer Protection (Distance Selling) Regulations 2000 which regulate internet sales to consumers do not apply to sales on this website.

 2. Basis of the Sale

 2.1 The Seller shall sell and Buyer shall purchase the Goods in accordance with any quotation of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller, subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer. For the avoidance of doubt it is hereby agreed that these Conditions shall override any contrary different on additional terms or conditions (if any) contained on, or referred to in, an order from or other documents or correspondence from the Buyer.

2.2 No variation, addition, alteration or substitution of these terms shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller. All or any errors or omissions shall be subject to correction without any liability on the part of the Seller.

2.3 No other statement, description, oral representation, promotional or sales literature shall be incorporated into the Order.

3. Orders and Specifications

3.1 The Buyer shall be responsible for ensuring the accuracy of the terms of any Order.

3.2 At all times the Seller reserves the right to make changes in the specification of the Goods.

3.3 Orders may not be cancelled by the Buyer except with the agreement in writing of the Seller. The Buyer shall indemnify the Seller in full against all loss, costs, damages, charges and expenses incurred by the Seller as a result of cancellation.

3.4 In no circumstances shall the Buyer be needed to return goods previously ordered by it save with the prior written consent of the Seller. In applying for such consent the Buyer shall state the reason for the return and the date and number of the Sellers invoice therefix. All goods returned must be securely packaged and, unless otherwise agreed by the Seller, consigned carriage paid. Acceptance of returned goods shall not, in any manner whatsoever, bind the Seller to reimburse to the Buyer the cost of such goods or otherwise. In making any reimbursement hereunder, the Seller shall be entitled to deduct therefrom any costs or expenses incurred by it in dealing with such goods.

3.5 All Goods are supplied on a firm sale basis. No Goods are supplied on a “Sale or Return” or similar basis. The Seller shall not be liable for any costs or monies due resulting in the Buyers inability however caused to resell the Goods.

4. Price of the Goods

 4.1 The price of the Goods shall be the Sellers Quoted ex-works price (exc. VAT). In the case of Account Customers, all prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.

 4.2 The Seller reserves the right by giving notice to the Buyer at any time before delivery, to vary the price of the Goods to reflect any change in Sellers costs beyond the control of the Seller.

 5. Terms of Payment

5.1 The Buyer who is an Account Customer shall pay the price of the Goods without any deduction whatsoever within 30 days of the date of the sellers invoice, not withstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the contract. Receipt for payment shall be issued only upon request.

5.2 Without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to charge the Buyer who is an Account Customer interest at the rate of 3% per annum above the Bank of England base rate from time to time on any amount unpaid or set-off any amounts unpaid against any amounts due to the Buyer from the Seller.

5.3 The Buyer who is a Credit/ Debit Card Customer shall pay the price of the Goods by Credit or Debit Card on completing the Order on the Website, not withstanding that delivery will not have taken place and the property in the Goods has not passed to the Buyer. Receipt for payment shall be issued only upon request.

6. Delivery

6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Sellers premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place of delivery is agreed by the Seller, by the Seller delivering the Goods to that place.

6.2 The seller shall not be liable for any delay in delivery of the Goods howsoever caused. Any time or date of delivery that may be provided by the Seller to the Buyer, although given in good faith, is an estimate only and time for delivery shall not be of the essence unless previously agreed in writing by the Seller.

 6.3 Claims by the Buyer for shortages or damage must be made in writing to the Seller within 3 days from delivery of the Goods and the Buyer must notify the carrier (if any) immediately. Claims for non-delivery must be made in writing to the Seller within 10 days from the date of the invoice therefor. The Seller shall be liable for any claims not made within the above periods.

 6.4 The first 5% of breakages on Earthenware, China or Glass may be charged to the Buyer.

 6.6 The Seller reserves the right to substitute Goods that are unavailable for any reason with updated items or similar items of comparable value.

7. Risk and Property

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery of the Goods.

7.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of These Conditions the title to the Sellers goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of Goods and all other Goods agreed to he sold by the Seller to the Buyer for which payment is then due. Even if title has not passed, the Seller shall be entitled to sue for the price of any Goods supplied to the Buyer once payment has become due.

7.3 Until such time as the property in Goods passes to the Buyer. the Buyer shall hold the Goods as the Sellers fiduciary agent and bailee and shall keep the goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Sellers property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the buyer and the third parties and, in the case of tangible proceeds, properly stored, protected and insured.

7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the goods are stored and repossess the Goods.

8. Warranties and Liabilities

8.1 The Seller gives no warranty or indemnity in respect of the Goods and, except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by Statute or common law are excluded to the fullest extent permitted by law.

 8.2 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.

 8.3 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specifications shall (whether or not delivery is refused by the Buyer) be notified to the Seller within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

8.4 Except in respect of death or personal injury caused by the Sellers negligence, the Seller shall not be liable to the Buyer by reason of any representation or any implied warranty, condition or other term or any duty at common law or under the express terms of the Contract for any consequential loss or damage (including any loss of profit or anticipated savings or revenues or business), costs expenses or other claims for consequential compensation whatsoever (and whether caused by negligence of the Seller, its employees, or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer except as expressly provided in these Conditions.

 8.5 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Sellers obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Sellers reasonable control.

 9. Indemnity

9.1 The Seller gives no warranty, indemnity, assurance or otherwise as to any intellectual property rights in the Goods and the Buyer acknowledges that it purchases the Goods entirely at its own risk in this regard. The Seller shall not be liable to the Buyer if the Goods infringe or their use or resale infringes any intellectual property rights of any other person or company. 10. Insolvency of Buyer

 10.1 If the Buyer becomes bankrupt or goes into liquidation (other than for the purposes of amalgamation or reconstruction) then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

11. Confidentiality Clause

11.1 Both the Seller and the Buyer shall keep confidential and shall not, without the prior consent of the other, disclose to any third party any technical or commercial information which has been acquired from the other relating to any goods sold by the Seller.

12. Force Majeure

12.1 The Seller shall not be under any liability for any failure to perform any of its obligations under the Contract to Force Majeure. Following notification by the Seller to the Buyer of such cause, the Seller shall be allowed a reasonable extension of time for the performance of its obligations.

12.2 For the purposes of this Order, "Force Majeure" means "fire, explosion, flood, lightning. Act of God, act of terrorism, war, rebellion riot, sabotage, or official strike or similar official labour dispute or events or circumstances outside the reasonable control of the party affected thereby".

13. Jurisdiction

13.1 The Order shall be considered to be a contract made in England and shall be governed in all respects by the law of England and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.

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