RED STOP MEDIA Ltd (RSM) Goods and services Terms and Conditions
1. Definitions & Interpretation
1.1 "Buyer" means the person who buys or agrees to buy the goods or services from RSM.
1.2 "Conditions" means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by RSM.
1.3 "Delivery Date" means the date specified by RSM when the goods are to be delivered.
1.4 "Goods" means the articles which the Buyer agrees to buy from RSM including, but not limited to, photographs, books, annuals.
1.5 "Services" means the services to be supplied from RSM including, but not limited to, Photography, Public Relations, Press Representation, Press Officers, Media event coaching.
1.6 "Price" means the price for the Goods excluding carriage, packing, insurance and VAT.
1.7 "RSM" means RED STOP MEDIA Ltd registered office at Brunswick House, 86-88 Carholme Road, Lincoln, LN1 1SP
2. Conditions applicable
2.1 These conditions shall apply to all contracts for the sale of Goods by RSM to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of these conditions.
2.4 Any variations to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by RSM.
The Buyer acknowledges that RSM may change prices without notice, particularly if the price charged to it by its suppliers changes. This may be after the date of an Order. Delivery and/or expenses may be subject to an additional charge to cover the cost, plus VAT where applicable.
4.1 Payment for any goods or services is due in advance unless RSM has previously agreed in writing to open a credit account for the Buyer, and where a credit account is opened then payment of the account shall become due 30 days after the date of RSM's invoice and the Buyer will ensure that payment is received by RSM no later than this due date. The Buyer must submit all information requested by RSM (including, but not limited to, any relevant purchase order number) and in accordance with RSM's instructions and deadlines in order for RSM to generate its invoices, and failure to supply such information in accordance with any such request or instructions shall not excuse late or non-payment.
4.2 Payment may still be required for Services if the Buyer cancels after having engaged RSM, as the service bought may have resulted in work already being done and payments made by RSM to outside parties.
4.3 Discounts are only allowed on invoices not overdue for payment and any discount which has been allowed on such invoices becoming overdue shall be claimed back by RSM and a further invoice shall be raised for the discount so given.
4.4 All costs incurred in recovering overdue debts including, without limitation, legal expenses will be payable by the Buyer on demand.
4.5 RSM reserves the right to charge interest on all overdue amounts. Such interest shall be at the rate of four per cent above the base rate of Barclays Bank Plc for the time being in force for the period from the date the invoice becomes due until the date of payment.
5. The Goods
The quantity and description of the Goods shall be as set out in RSM's Website(s) or email but in the event that any of the Goods are not available within a period of 3 weeks from the date of the order RSM shall be entitled to delete such Goods from the order and supply the balance of the Goods.
6. Performance, warranties and liability
6.1 RSM will use its reasonable endeavours to fulfil Orders within a reasonable time of receipt, subject as provided in Clause 5.
6.2 RSM shall not be liable for any delay in delivery provided that the Buyer is kept informed of the reason for the delay.
6.3 RSM shall endeavour to supply services but shall not be liable for any illness, accident or incident that affects or restricts RSM or appointees from carrying out the service or duties.
RSM will be entitled to deliver part of the Goods ordered or to deliver by instalments and invoice the buyer for such part delivery or each such instalment.
8. Damage and returns for Goods
8.1 Any damages or shortages must be noted on the Carrier's Delivery Note and notice in writing must be given to RSM within 3 days of receipt of the Goods for any credit or replacement to be given. Subject thereto the Buyer shall be deemed to have accepted Goods 24 hours after delivery to the Buyer.
8.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
8.3 No Goods delivered to the Buyer which are in accordance with the contract will be accepted for return without the prior written approval of RSM in accordance with RSM's returns authorisation procedure and on terms to be determined at the absolute discretion of RSM.
8.4 Goods returned without the prior written approval of RSM may be at RSM's absolute discretion be returned to the Buyer or stored at the Buyer's cost without prejudice to any rights or remedies RSM may have.
9. Title and risk
9.1 The Goods shall be at the Buyer's risk as from delivery.
9.2 In spite of delivery having been made, property in the Goods shall not pass from RSM until the Buyer shall have paid the Price plus VAT where applicable in full and no other sums whatever shall be due from the Buyer to RSM.
9.3 Until such time as property in the Goods passes from RSM, the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to RSM. If the Buyer fails to do so RSM may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods.
10. Remedies of Buyer
10.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by RSM to supply Goods which conform to the contract of sale.
10.2 Where the Buyer accepts or has been deemed to have accepted any Goods then RSM shall have no liability whatever to the Buyer in respect of these Goods.
10.3 RSM shall not be liable to the Buyer for late delivery or short delivery of the Goods.
11. The Services
11.1 RSM agrees to provide the Services to the Buyer in accordance with the Agreement.
11.2 In carrying out the Services RSM undertakes to the Buyer that it shall use its reasonable endeavours to undertake the Services in accordance with good practice and within the time period agreed between the Parties and in a professional manner.
11.3 Nothing in the Agreement implies that RSM will provide the Services for the Buyer exclusively.
11.4 All materials and items of equipment which are to be supplied by the Buyer to RSM for the purpose of the Services shall be delivered, assembled, maintained, dismantled and collected upon termination or expiry of the Agreement or at RSM's request, at the Buyer's cost and in accordance with the requirements of the RSM staff responsible for the Services.
11.5 Risk in any materials or items of equipment supplied by the Buyer to RSM shall remain with the Buyer at all times. All equipment and other accessories (except those owned and provided by the Buyer) and all materials obtained by RSM and/or used for the purposes of the Services shall remain the property of RSM.
11.6 If the Services involve the Buyer's employees assisting RSM or attending RSM's premises, the Buyer shall remain responsible for their salaries and other associated costs. The Buyer will procure that such employees comply with all security, health and safety, and other relevant procedures whilst working with RSM.
11.7 No order for the supply Services is binding on RSM unless and until it has been accepted by RSM in writing.
If any part of these conditions is found by any courts of competent jurisdiction or other competent authority to be invalid unlawful or non enforceable then such part shall be severed from the remainder which shall continue to be valid and enforceable to the fullest extent permitted by law.
13. Proper law
These conditions shall be construed in accordance with English Law and any disputes arising therefrom shall be subject to the law of England and Wales.