These Conditions shall be incorporated into all contracts between Regency Design & Print Limited (Regency) and the customer (Customer) for the supply to the Customer of Goods and/or Services.
The following definitions and rules of interpretation apply:
- a) Regency Warranty: any warranty supplied by Regency in respect of the Goods and/or Service
- b) Contract: the contract between Regency and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
- c) Goods and/or Services: respectively, products and materials supplied and/or services and works, including maintenance, carried out by Regency under the Contract.
The Customer’s order or other form of acceptance of Regency’s quotation for the Goods and/or Services constitutes an offer by the Customer for the supply of the Goods and/or Services in accordance with these Conditions.
The Goods are as described in Regency’s quotation. Regency reserves the right to modify the Goods to be supplied including if required by any applicable statutory or regulatory requirement. Regency shall notify the Customer in any such event.
Particulars of dimensions, capacities, specifications, drawings and other data included in catalogues, price lists, presentations or other documents supplied by Regency constitute only an approximate guide and shall not be of any contractual effect.
Regency will deliver or arrange delivery of the Goods to the Customer or to the Customer’s agent at the place agreed with the Customer. Delivery shall be completed on the completion of unloading of the Goods at the delivery location. Alternatively, the Customer may arrange for their own collection or pick up and in this case delivery will be deemed to be complete upon such collection of the Goods.
Regency shall use reasonable endeavours to deliver or arrange delivery of the Goods on the dates specified by the Customer or within a reasonable time thereof provided always that the time for delivery shall not be of the essence of the Contract. Regency shall not be liable for any loss or damage whatsoever arising directly or indirectly from any failure to effect delivery within such periods. The Customer shall accept deliveries of Goods by instalments if a complete delivery is not possible for any reason.
Regency shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Regency with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
Regency warrants that on delivery and if applicable in accordance with the Regency Warranty period the Goods shall:
- a) Conform in all material respects with their description.
- b) Be free from material defects in design, material and workmanship.
- c) Be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
Regency shall, at its option, repair or replace any defective Goods, or refund the price of the defective Goods in full subject to all the terms and conditions herein.
For any defective Goods, Regency is to be given a reasonable opportunity of examining such Goods.
For metal stands the warranty is 12 months and covers the metalwork itself, all physical construction and all adhesive panels.
Regency shall not be liable for the Goods’ failure to comply with the warranty if the defect arises as a result of:
- a) Fair wear and tear
- b) Wilful damage
- c) Negligence
- d) Abnormal working conditions
- e) Leaking batteries or batteries not fitted correctly
- f) Incorrect maintenance or filling
- g) Incorrect consumables or fluids used
- h) The removal of the
Except as provided in this clause, Regency shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty.
For all automatic, manually operated or other types of hand sanitising machines the warranty period will be limited to either 3,000 dispenses or 30 days, whichever is the soonest. For the measurement of number of dispenses this will be deemed as the total footfall per day multiplied by 50% and the Customer will be required to produce reasonable evidence to support any warranty claim. Batteries are not included as part of this warranty. The Customer is responsible for procuring and using the correct sanitising fluid as defined by Regency and the use of incorrect fluid types will void the warranty immediately. The customer is responsible for maintaining a regular use pattern to avoid any hand gel from clogging the nozzle and any resulting failure.
The warranty is immediately void in the event of a sanitiser fluid tank being removed or for spilling sanitiser fluid into the machinery in any way.
The terms of these Conditions shall apply to any repaired or replacement Goods supplied by Regency.
Until Regency has been paid in full for any Goods supplied under the Contract, the Customer holds no legal title to the Goods. Regency reserves the right to retake possession thereof at any time in the event of non-payment of any Goods received and not paid for in full. The Customer shall notify any subsequent purchaser of the Goods that title to the Goods remains with Regency until the Customer has made payment in full to Regency for the Goods
The Goods shall be at the Customer’s risk from the time that they are delivered to the Customer in accordance with the Contract. The Customer shall insure the Goods for the full Contract price against loss or damage arising from any cause whatsoever. If requested by Regency the Customer shall execute an assignment in favour of Regency of all rights of the Customer to claim against the insurers in respect of the Goods covered by such insurance and shall join Regency in notifying such insurers of Regency’s interest in any policy effected hereunder. Such insurance (with insurers to be approved by Regency) shall be effected by the Customer to cover the period from the time when the risk in the Goods passes to the Customer as provided above to the time when the property in the Goods passes to the Customer and Regency’s interest as a vendor of the Goods shall be notified by the Customer to the insurers.
Where Regency is delivering the Goods care will be taken to deliver the Goods with all best endeavours to provide a quick door to door service. However, in the case where there is transit damage this must be notified to Regency within 24 hours of the delivery.
Any Services shall be as identified in the quotation. Regency reserves the right to amend any specification for the Services if necessary, including to comply with any applicable law or regulatory requirement. Regency shall notify the Customer in any such event.
Regency warrants to the Customer that the Services will be provided using reasonable skill and care. Regency shall use all reasonable endeavours to meet any performance dates for the Services agreed with the Customer, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
In order that Regency can carry out the Services the Customer shall provide access to the relevant premises or site and ensure at all times that the working environment is acceptable to the health and safety of Regency’s employees, agents and subcontractors. The Customer shall indemnify Regency against all costs, claims, liabilities and expenses incurred by Regency arising from or in connection with any personal injury to or death of any of its employees, agents or subcontractors which is occasioned directly or indirectly by any act or omission (whether negligent or not) on the part of the Customer, its agents or employees.
Regency shall have the right to refuse to perform its obligations under the Contract where to do otherwise would bring Regency’s employees, agents or sub-contractors into contact with any hazardous substances not previously informed of to Regency or where any hazardous substance was not reasonably apparent from any inspection that Regency has made ahead of Regency issuing its quotation for the Goods and/or Services.
Maintenance Services. Where the Contract is for Regency to undertake Services relating to the maintenance and/or an installation, the following additional provisions shall apply:
- a) Unless agreed in writing otherwise, or in the case of emergency call outs, maintenance Services will be performed during the hours of 9.00 and 17.00, Monday to Friday.
- b) In the event of Regency being called to undertake emergency Services due to; the improper operation of an installation, the failure to accept and/or implement recommendations relating to the operation and performance of the installation, the effect on the installation of natural events such as flooding, lightning, the result of events such as war, invasion, terrorism, strikes, civil commotion, or due to the result of any matter beyond the control of Regency, the Customer shall reimburse Regency at the Regency charge out rate for such a Service current at the date of the call out.
- c) Regency shall not be liable for the day to day operation of the installation or for the cost of removing or reinstating of any part of any structure in which the installation is contained or to which it is attached or otherwise held and which is necessary to incur in order to undertake the Services, and to the extent that it is necessary for Regency itself to incur such cost in order to fulfil its obligations under the Contract, the Customer shall be liable for Regency’s reasonable costs in addition to the payment of sums otherwise due from the Customer.
- d) The price agreed in the Contract for maintenance Services will be based on the types and rates of cost to Regency of undertaking such Services. Regency reserves the right to be paid a reasonable variation in the Contract price where the costs to Regency of undertaking the maintenance Services increase ahead of completion of the Contract. Any such variation shall be payable in addition to the Contract price and shall be due following notification by Regency to the Customer of the details that apply.
The Customer shall:
- a) Co-operate with Regency in all matters relating to the Goods and/or Services
- b) Provide Regency, its employees, agents, consultants and subcontractors, with access to the Customer’s premises and other facilities as reasonably required by Regency to supply the Goods and/or Services
- c) Provide Regency with such information and materials as Regency may reasonably require in order to supply the Goods and/or Services, and ensure that such information is complete and accurate in all material respects;
- d) Obtain and maintain all necessary licences, permissions and consents which may be required for the Goods and/or Services before the date on which the same are to be delivered or start;
- e) Comply with all health and safety requirement
Without limiting or affecting any other right or remedy available to it, Regency shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Regency’s performance of any of its obligations.
Regency shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Regency’s failure or delay to perform any of its obligations and the Customer shall reimburse Regency on written demand for any costs or losses sustained or incurred by Regency arising directly or indirectly from the Customer Default.
The price of the Goods and/or Services shall be as set out in the Contract. All prices quoted are exclusive of VAT and all other applicable taxes and duties, which will be payable in addition to the Contract price at the rate in force at the date of any application for payments submitted by Regency. Regency may require payments to be made by instalments on the basis of a percentage of the total Contract price or as otherwise agreed in writing with the Customer.
For account customers final date for payment by the Customer shall be a maximum of 30 days after the relevant amount becomes due. For any non-account customer payment must be made in full before the supply of Goods or Services and a pro-forma invoice will be supplied shortly after any order to Regency.
Regency reserves the right to charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 and it is agreed that the rights provided under the said Act shall apply after any judgement or binding determination as well as before.
If for any reason any payment of an amount due is not made by the final date for payment, Regency shall be entitled to be paid on an indemnity basis for any costs it incurs in recovering money due under the Contract (and the costs of recovering such costs) including its administrative costs and any costs incurred with lawyers or debt collection agencies.
All intellectual property, design or other rights in or arising out of or in connection with the Contract (other than intellectual property rights in any materials provided by the Customer) shall be owned by Regency.
The Customer and Regency acknowledge that for the purposes of the Data Protection Act 1998, the Customer is the Data Controller and Regency is the Data Processor in respect of any Personal Data (having the meanings as set out in 1998 Act). Regency shall process the Personal Data only in accordance with the Customer’s instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by the Customer. Regency shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.
Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
Assignment and other dealings. Regency may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Regency.
The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Subject to either party’s right to adjudicate at any time, the parties shall use their reasonable endeavours to resolve any dispute or difference between them through negotiation or mediation.