Terms and Conditions
Terms and Conditions of Sale for Consumer Customers
1.1 "Conditions" means the conditions of sale set out in this document and any special and/or additional conditions agreed in Writing by the parties.
1.2 "Contract" means any contract between us and you for the sale and purchase of Goods incorporating the Conditions.
1.3 "Goods" means any goods (including any instalment of goods or any parts for them) which we supply to you in accordance with the Conditions.
1.4 "we" and "us" means Rockways Limited a company registered in England and Wales with number 06783450 whose registered office is at Swift House Ground Floor, 18 Hoffmanns Way, Chelmsford, Essex, United Kingdom, CM1 1GU.
1.5 "Website" means www.rockwayswaterfeatures.co.uk
1.6 "Writing" and "Written" includes letter, email and other comparable means of communication.
1.7 "you" means the person, firm or company who purchases Goods from us.
2. Basis of the Sale
2.1 We intend to rely on the Conditions and they shall apply to all Contracts to the exclusion of all other terms and conditions (including any terms and conditions which you purport to apply under any purchase order, confirmation of order, or other document). Please read these Conditions carefully before you submit your order to us. These Conditions tell you who we are, how we will provide Goods to you, how you may end the contract, what to do if there is a problem and other important information. Neither party can amend the Conditions without the express agreement of the other in Writing.
2.2 We shall be entitled to correct any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of order, invoice or other document or information issued by us or information on the Website without any liability to you.
2.3 Any descriptions or illustrations contained in our sales literature and the Website are issued for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract unless you confirm all the information that you intend to rely on when you place your order for the Goods and we accept your order.
3. The Ordering Process and Prices
3.1 Each order or acceptance of a quotation for Goods by you shall be deemed an offer to buy Goods subject to the Conditions.
3.2 No order placed by you shall be deemed to be accepted by us until a Written acceptance of order is issued by us or (if earlier) we deliver the Goods to you. Orders will only be accepted if there are no material errors in the description of the Goods or their prices as advertised on the Website.
3.3 When you place your order, we shall acknowledge receipt of your order in Writing. However, the order shall not be deemed as accepted by us until a Written acceptance of order is issued by us in accordance with Condition 3.2 above.
3.4 Any quotation is given on the basis that the Contract shall not come into existence until we despatch an acceptance of order to you. Any quotation is valid for a period of 30 days only from its date, providing that we have not previously withdrawn it.
3.5 Unless otherwise agreed by us in Writing, the price for the Goods shall be the price set out on our Website on the date that you order the Goods and shall be inclusive of VAT, packing, postage and carriage. All promotional prices and special offers are strictly subject to availability. Prices are shown on the website inclusive and exclusive of VAT – for the purpose of these Conditions the inclusive of VAT price applies.
3.6 The quantity and description of the Goods shall be as set out in our quotation or your order (if accepted by us).
4.1 Payment must be made in advance, in full and in cleared funds before we despatch the Goods to you. No payment shall be deemed to have been received until we have received cleared funds.
4.2 Where the Goods are being leased by you, we shall despatch the Goods to you once we have received confirmation from the leasing company that an appropriate leasing contract has been entered into by you.
4.3 Through the website checkout you can pay by Visa, Mastercard, American Express, Debit card, Paypal, and Google checkout, when you have a credit account with us you can pay by Cheque or Bank Transfer (BACS).
4.4 Receipts for payment shall be issued only on request.
4.5 If you fail to pay us any sum pursuant to the Contract, you shall be liable to pay interest to us on such sum from the due date for payment, at the rate of 2 per cent per annum above the base lending rate of Bank of Scotland plc from time to time accruing on a daily basis, until payment is made, whether before or after any judgment.
4.6 You shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless you have a valid court order requiring an amount equal to such deduction to be paid by us.
5.1 Subject to Condition 6.2, we will deliver the Goods to you as soon as reasonably possible and in any event within 30 days from accepting your order.
5.2 We may deliver the Goods in advance of any quoted delivery date and notification of such early delivery may be made by telephone call/message or in Writing to you before the due date.
5.3 We may deliver the Goods in instalments if you provide your prior Written consent for us to do so. In such cases, delivery shall not occur until the final Goods comprising a single order have been delivered to you.
5.4 We shall deliver the Goods to the address notified in Writing by you and the method of delivery shall be at our entire discretion.
5.5 A carrier`s first attempt to deliver shall be considered as the delivery date and if for any reason you fail to accept delivery of any of the Goods when they are ready for delivery, or we are unable to deliver the Goods on time because you have not provided adequate delivery instructions then, in addition to any other rights that we may have:
5.5.1 risk in the Goods shall pass to you (including for loss or damage caused by our negligence).
5.5.2 the Goods shall be deemed to have been delivered; and
5.5.3 we shall store the Goods until actual delivery and shall be entitled to charge you for the reasonable costs (including insurance) of storage.
5.6 Condition 5.5 shall not apply if your failure to take the delivery arose of circumstances that were outside your reasonable control.
5.7 The costs and indicative timings of all deliveries shall be as published from time to time on our Website and shall be confirmed to you when we accept your order.
6.1 The quantity of any consignment of Goods as recorded by us on despatch from our place of business shall be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.
6.2 If we are unable to comply with Condition 5.1, we shall contact you within this 30 day period to attempt to agree a new delivery date. If a new delivery date cannot be agreed, the Contract shall be treated as if it had not been entered into by either party and we shall reimburse any monies paid by you within 14 days from the end of the 30 day period (including, without limitation, any delivery costs paid by you).
7. Ownership and Risk
7.1 The risk in Goods shall pass to you upon delivery of the Goods at which time you shall become responsible for their safekeeping and you should therefore make sure that you are adequately insured against any damage or loss which may affect those Goods.
7.2 We are the owners of the Goods until we have received in full (in cash or cleared funds) all sums due to us in respect of the Goods.
7.3 If at any time any payments made for Goods by credit card are reversed by the credit card company for any reason ("a chargeback"), whether the credit card company acted on your instructions or not, the legal ownership of the Goods shall pass back to us.
7.4 Until ownership of the Goods has passed to you, or where ownership has passed back to us as a result of a chargeback, you shall:
7.4.1 hold the Goods on a fiduciary basis as our bailee.
7.4.2 store the Goods (at no cost to us) separately from all other goods belonging to you or any third party in such a way that they remain readily identifiable as our property.
7.4.3 not destroy, deface, or obscure any identifying mark or packaging on or relating to the Goods; and
7.4.4 maintain the Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks.
7.5 In addition to any other rights we may have, until ownership passes to you or if a chargeback occurs, we shall be entitled, by giving 7 days’ notice in Writing, to require you to return or deliver up the Goods to us, at the expiry of which, we shall take legal proceedings to recover the Goods or their value.
7.6 You shall not be entitled to pledge or in any way charge by way of security for any of your indebtedness any of the Goods which remain our property.
8.1 You have 14 days from the day after you receive the Goods (and in the case of delivery by instalment, the day after you receive the final Goods) to cancel your order by giving notice to us. Such notice may be by telephone, in writing or email at the telephone number and addresses set out in clause 11.4.
8.2 The effective date of cancellation is the date on which the notice is sent.
8.3 You must send off the Goods to us within a reasonable period effective from the date of cancellation, a reasonable period is generally considered to be within 14 days. The cost of returning the Goods must be met by you.
8.4 If you fail to return the Goods to us in accordance with Condition 8.3, we shall be entitled to recover the Goods and deduct the expenses incurred from the refund due.
8.5 We shall refund any monies paid by you as soon as reasonably possible but in any event no later than 14 days from the date that we received the Goods back from you or, if earlier, the day on which you provide us with evidence that you have sent the Goods back to us. The refund shall be made by the same method as payment.
8.6 Before returning the Goods to us, you must contact us first at the contact details found in clause 11.4
8.7 All cancelled Goods are to be returned with the original manufacturer's packaging complete with all accessories, manuals, and documentation.
8.8 This Condition 8 shall not apply to Goods:
8.8.1 made to your specifications.
8.8.2 where any product and / or packaging seals in respect of such Goods have been opened; or
8.8.3 where the packaging of such Goods has been marked and / or damaged.
8.9 Your statutory rights are not affected by any of the conditions in this Condition 8.
9. Warranties and Liabilities
9.1 We warrant that the Goods shall at the time of delivery:
9.1.1 correspond to their description.
9.1.2 be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
9.1.3 be reasonably fit for purpose; and
9.1.4 be reasonably fit for any particular purpose for which the Goods are being bought if you made known that purpose to us in writing and we confirmed to you in writing that it is reasonable for you to rely on our skill and judgment .
9.2 We shall not be liable for a breach of the warranties in Condition 9.1 for any defect arising from:
9.2.1 any drawing, design or specification supplied by you; and/or
9.2.2 fair wear and tear; and/or
9.2.3 wilful damage by you or a third party; and/or
9.2.4 abnormal working conditions; and/or
9.2.5 your failure to follow our instructions (whether oral or in writing); and/or
9.2.6 the alteration or repair of the Goods without our written approval.
9.3 We shall be under no liability under the warranties in Condition 9.1 above (or any other warranty, condition or guarantee) unless and until you have paid the total price for the Goods.
9.4 Where the Goods are covered by manufacturer`s warranties we shall endeavour to transfer to you the benefit of the manufacturer's warranties and we shall inform you of the details of such warranties on delivery of the Goods.
9.5 Nothing in these Conditions shall affect your statutory rights or exclude or limit our liability:
9.5.1 for death or personal injury caused by our negligence; or
9.5.2 under section 2(3) of the Consumer Protection Act 1987; or
9.5.3 for fraud or fraudulent misrepresentation; or
9.5.4 for any matter which it would be illegal for us to exclude or attempt to exclude its liability.
9.6 We shall not be liable for the incompatibility of the Goods with other products or equipment owned or used by you.
9.7 If we fail to comply with the Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breaching the Contract, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
10. If there is a problem with the Goods
10.1 If you have any questions or complaints about the Goods, please contact us on the details set out in Condition 11.4.
10.2 We are under a legal duty to supply Goods that are in conformity with the Contract. See below for a summary of your key legal rights in relation to the Goods. Nothing in the Conditions will affect your legal rights.
Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 0808 223 1133.
The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your Goods your legal rights entitle you to the following:
a. Up to 30 days: if your Goods are faulty, then you can get an immediate refund.
b) Up to six months: if your goods cannot be repaired or replaced, then you're entitled to a full refund, in most cases.
c) Up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.
See also Condition 8.
10.3 If you wish to exercise your legal rights to reject Goods you must either post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services email us on the details set out in Condition 11.4 for a return label or to arrange collection.
11. Customer Service Queries
11.1 We shall make every reasonable effort to resolve or acknowledge by telephone or in Writing any queries which you have made within 48 hours of receipt of any such query.
11.2 We shall make every reasonable effort to respond to complaints within 5 working days and keep you reasonably notified of any progress thereafter.
11.3 Telephone calls made to us may be recorded for training purposes.
11.4 You should address any comments or queries in Writing to Rockways, Unit 3, Cromwell Centre, Stepfield, Witham CM8 3TH or telephone 01376 514345 or e-mail .
12. Trademarks and Accreditation
12.1 Both parties acknowledge the intellectual property rights of suppliers and manufacturers of the products appearing in our sales literature and on the Website.
12.2 Where Goods have been manufactured and supplied under an IS09000 approval this is indicated in the product text.
13. Events outside our control
13.1 We shall not be liable to you if we have delayed or failed to perform any of our obligations under the Contract if the delay or failure was due to circumstances outside our reasonable control. Circumstances beyond our reasonable control shall include, without limitation:
13.1.1 act of God, explosion, flood, tempest, epidemic, fire, or accident.
13.1.2 national emergency, war, threat of war, sabotage, insurrection, acts or terrorism, protests, riot, civil disturbance, or requisition.
13.1.3 acts, restrictions, regulations, byelaws, prohibitions, or measures of any kind on the part of any governmental, parliamentary or local authority.
13.1.4 import or export regulations or embargoes.
13.1.5 strikes, lockouts or other industrial actions or trade disputes; and
13.1.6 difficulty in obtaining supplies of adequate or suitable materials, labour, or machinery.
13.2 If we are unable to provide you with the Goods within 30 days of acceptance of your order due to an event outside our reasonable control pursuant to Condition 13.1 and an extension of time cannot be agreed between the parties, the Contract shall be treated as if it had not been entered into by either party and we shall reimburse any monies paid by you within 14 days from the end of the 30 day period.
14. Data Protection and Privacy
15. Contracts (Rights of Third Parties) Act 1999
15.1 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
16. No Waiver
16.1 Any waiver by us of any breach of, or any default under, any provision of the Contract by you shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
16.2 Failure or delay by us in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of our rights under the Contract.
17.1 You must not transfer the Contract made with us under these Conditions, as it is personal to you, without consent in Writing from us. This consent will not be unreasonably withheld or delayed.
18.1 Any notice required or permitted to be given under these Conditions shall be in Writing addressed to the other party at:
18.1.1 in the case of a firm or company, its registered office or principal place of business; or
18.1.2 in the case of an individual at the delivery address of the Goods, or such other address as may at the relevant time have been notified to the party giving the notice.
18.2 Notices shall be delivered by hand or sent by first class prepaid recorded delivery or by registered post (airmail if overseas) or by e-mail and shall be deemed to have been received:
18.2.1 if delivered by hand on the day of delivery; or
18.2.2 if sent by pre-paid first class recorded delivery or registered post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting).
18.2.3 if sent by airmail, seven days after posting.
18.2.4 if sent by or e-mail on a working day prior to 4.00pm, at the time of transmission and otherwise on the next working day.
19.1 If any provision of the Contract is held by any competent authority to be invalid or unenforceable in whole or in part the Contract and the remainder of the provision in question shall continue in full force and effect.
20. Dispute and Jurisdiction
20.1 This Contract shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the English Courts.
Terms and Conditions of Sale for Business Customers
1. Rockways Limited (“Rockways”) agrees to sell, to the person, firm or company (“the Buyer”) identified on the order form, the goods (“the Goods)” which the Buyer wishes to purchase from Rockways on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). Any contract (the “Contract”) between Rockways and the Buyer for the sale and purchase of the Goods shall incorporate these conditions.
2. No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
3. Any variations to these conditions shall have no effect unless expressly agreed in writing and signed by an authorised representative of Rockways.
4. Each order or acceptance of a quotation for Goods by the Buyer from Rockways shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions. No order placed by the Buyer shall be deemed to be accepted by Rockways until a written acceptance of order is issued by Rockways or (if earlier) Rockways delivers the Goods to the Buyer. Orders will only be accepted if there are no material errors in the description of the Goods or their prices, as provided in the price list published by Rockways, in this case the website prices and/or the current brochure prices. Rockways shall be entitled to correct any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of order, invoice or other document or information issued by Rockways or information on Rockways’ website without any liability to the Buyer.
5. The quantity and description of the Goods shall be set out in Rockways’ quotation or the Buyer’s order (if accepted by Rockways).
6. The Buyer shall ensure that the terms of its order are complete and accurate.
7. Any quotation is given on the basis that no Contract shall come into existence until Rockways despatches an acceptance of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that Rockways has not previously withdrawn it.
8. All drawings, dimensions, weights, measurements and descriptive matter contained in Rockways’ catalogue or website are published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract.
9. The Buyer acknowledges that it has not relied on any statement, promise or representation made by or given by or on behalf of Rockways other than those detailed in Rockways’ quotation or acceptance of order. Nothing in this condition shall exclude or limited Rockways’ liability for fraudulent misrepresentation.
10. Delivery shall take place and risk will pass when the Goods are collected by the Buyer or, if Rockways is to deliver to the Buyer’s specified location, when the Goods are delivered to the Buyer. If Rockways is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations, the Goods shall be deemed to have been delivered, the risk in the Goods shall pass to the Buyer (including for loss or damage to the Goods caused by Rockways’ negligence) and Rockways may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
11. Any dates specified by Rockways for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice.
12. Subject to the other provisions of these conditions, Rockways shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by Rockways’ negligence) nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 30 days.
13. The Buyer shall provide at the place where delivery of the Goods is to take place and at its expense adequate and appropriate equipment and manual labour for loading the Goods.
14. Rockways may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
15. The quantity of any consignment of Goods as recorded by Rockways upon despatch from Rockways’ place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
16. Rockways shall not be liable for any non-delivery or delay in delivery unless the Buyer gives written notice of the non-delivery or delay to Rockways within three days of the date when the Goods would in the ordinary course of events have been received.
17. Subject to condition 20, Rockways shall only be liable for Goods that are defective on delivery unless the Buyer gives notice of the defective Goods within 24 hours of delivery. Notice should be given to the Rockways Customer Service Team on 01376 514 345 or through Email Support at .
18. Any liability of Rockways for non-delivery or for Goods that are defective on delivery shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
19. Rockways will only accept returns of non-defective Goods by prior arrangement and if they are current stock. Such returns will be subject to a handling and restocking fee of up to 35% of the pro rata Contract price of the Goods dependent on the Good(s) supplied.
20. Except where Goods which are made to the Buyer’s specifications are signed for as ‘Unchecked’ on delivery, by signing for any such Goods, the Buyer is accepting the Goods are in satisfactory condition.
21. Any Goods returned by the Buyer must:
a. be received by Rockways in as new condition.
b. be returned complete (including all packaging for the Goods). If any items are missing when received by Rockways, the Goods shall be deemed incomplete and Rockways shall not accept the returned Goods; and.
c. be returned with unmarked and undamaged packaging.
22. The carriage costs for the original despatch of returned Goods and for returning the Goods must be met by the Buyer and the Buyer shall remain responsible for returned Goods during transit and until signed for by Rockways.
23. The Buyer shall contact us first before returning Goods to Rockways.
24. Ownership of the Goods shall not pass to the Buyer until Rockways has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to Rockways from the Buyer on any account.
25. Until ownership of the Goods has passed to the Buyer, the Buyer shall:
a. hold the Goods on a fiduciary basis as Rockways’ bailee;
b. store the Goods (at the Buyer’s expense) separately from all other Goods of the Buyer or any third party;
c. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
d. maintain the Goods in a satisfactory condition and keep them insured on Rockways’ behalf for the full price against all risks to the reasonable satisfaction of Rockways.
26. The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
a. any sale shall be affected in the ordinary course of the Buyer’s business at full market value; and
b. any such sale shall be a sale of Rockways’ property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale and the Buyer shall hold such part of the proceeds of sale as represent the amount owed by the Buyer to Rockways on behalf of Rockways and the Buyer shall account to Rockways accordingly.
27. Rockways shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Rockways.
28. Until ownership passes to the Buyer, the Buyer’s right to possession of the Goods shall terminate immediately if:
a. the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceased to trade (“an Event of Insolvency”); or
b. the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between Rockways and the Buyer; or
c. the Buyer encumbers or in any way charges any of the Goods.
29. Until such time as the ownership of the Goods passed to the Buyer, the Buyer grants Rockways, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or where the Buyer’s right to possession has terminated, to recover them. Rockways’ rights contained in this condition shall remain in effect on termination of the Contract, howsoever caused.
30. Unless otherwise agreed by Rockways in writing, the price for the Goods shall be the price set out in Rockways’ price list published on the date of the order and shall be exclusive of VAT and delivery charges where applicable which the Buyer shall pay in addition when it is due to pay for the Goods. Prices shown on our ‘price list’ (website) are shown including and excluding VAT, for the purpose of this clause the price referred to is the excluding VAT price.
31. Where credit arrangements have been agreed in writing by Rockways payment of the price for the Goods is due in pounds sterling within 30 days of the first day of the calendar month following the invoice date.
If credit arrangements have not been agreed, Rockways shall not be bound to deliver the Goods until cleared payment has been received. Time for payment shall be of the essence.
32. No payment shall be deemed to have been received until Rockways has received clear funds. All payments payable to Rockways under the Contract shall become due immediately on its termination despite any other provision.
33. The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by Rockways to the Buyer.
34. If the Buyer fails to pay Rockways any sum pursuant to the Contract, Rockways may, notwithstanding previous credit arrangements, and without limiting any other right or remedy available to Rockways:
a. cancel the Contract and suspend any further deliveries to the Buyer;
b. require the payment of all unpaid invoices whether or not they are then due;
c. charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum above Bank of Scotland plc Bank base rate from time to time, until payment in full is made).
35. If an Event of Insolvency occurs, or Rockways reasonably apprehends that an Event of Insolvency is about to occur in relation to the Buyer and notifies the Buyer accordingly, Rockways shall be entitled to avail itself of the remedies listed in condition 34 a and b above, without limiting any other right or remedy available to Rockways.
36. No warranties shall be given in respect of the Goods by Rockways. However, where the Goods are covered by manufacturer’s warranties, Rockways shall endeavour to transfer to the Buyer the benefit of the manufacturer’s warranties. Rockways shall inform the Buyer of any warranties that it is passing on the benefit of on delivery.
37. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
38. Nothing in these conditions excludes or limits the liability of Rockways:
a. for death or personal injury caused by Rockways’ negligence; or
b. under section 2(3), Consumer Protection Act 1987; or
c. for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
d. for fraud or fraudulent misrepresentation.
39. Subject to conditions 36 and 37 above:
a. Rockways’ 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 of the Contract shall be limited to the Contract price; and
b. Rockways shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
40. Rockways reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Rockways including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce) or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a period in excess of 90 days the Buyer shall be entitled to give notice in writing to Rockways to terminate the Contract.
42. A notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
43. No waiver by Rockways of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision
a. Rockways may assign or transfer its rights and obligations under the Contract to another entity.
b. The Buyer may only assign or transfer its rights or its obligations under the Contract to another person if Rockways agrees in writing.
45. The Contract is between the Buyer and Rockways and no other person has any rights to enforce any of its terms.
46. If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
47. The Contract shall be governed by the laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts.