Terms and Conditions
1. Definitions
1.1 Conditions means the standard terms and conditions set out in this document and, unless the context otherwise requires, includes any special terms and conditions agreed in writing between the Customer and RD Research Ltd.
1.2 Contract means the contract for the purchase and sale of the Goods or the provision of the Services.
1.3 Customer means the person who purchases the Goods from RD Research Ltd or whose request for the provision of the Services is accepted by RD Research Ltd.
1.4 Goods means the particulars of the goods set out or otherwise specified in writing which RD Research Ltd is to supply and or install in accordance with these Conditions.
1.5 RD Research Ltd means the supplier of Goods or provider of the Services.
1.6 Price means RD Research Ltd’s quoted price of the Goods or Services excluding VAT.
1.7 Services means the particulars of the services which RD Research Ltd is to carry out in accordance with these Conditions.
1.8 Software Licence means any software licence of RD Research Ltd or a manufacturer comprised in the Goods or Services.
2. Conditions Applicable
2.1 Goods and Services are supplied subject to these Conditions and any applicable Software Licence to the exclusion of all other terms.
2.2 No variation shall be binding unless agreed in writing by authorised representatives of both parties.
2.3 Representations are not binding unless confirmed in writing.
2.4 Advice not confirmed in writing is followed at the Customer’s own risk.
2.5 Errors or omissions may be corrected without liability unless they fundamentally change Customer obligations, in which case cancellation is permitted within seven days.
2.6 Quotations may be withdrawn at any time and lapse after seven days.
3. Orders and Specifications
3.1 Orders are only accepted when confirmed in writing.
3.2 RD Research Ltd may make specification changes required by law or that do not materially affect quality or performance.
3.3 Accepted orders may only be cancelled with written consent and subject to either:
- Full indemnification for losses, or
- A handling charge of 10% of the Price.
3.4 Non-conforming Goods or Services may be returned within seven days for full credit.
4. Price
4.1 Prices may be increased to reflect cost increases outside RD Research Ltd’s control, with a right to cancel within seven days.
4.2 Price increases due to Customer-requested changes or delays do not give cancellation rights.
5. Payment
5.1 RD Research Ltd may invoice before, on, or after delivery or performance.
5.2 Payment is due on receipt or within 30 days if specified. Time is of the essence.
5.3 Late payment entitles RD Research Ltd to:
- Cancel or suspend delivery or performance.
- Charge interest at 3% above Barclays Bank base rate.
6. Delivery and Performance
6.1 Delivery dates are approximate and not of the essence unless agreed in writing.
6.2 Failure to accept delivery allows RD Research Ltd to:
- Store Goods at the Customer’s cost, or
- Sell Goods and charge for any shortfall.
7. Risk and Property
7.1 Risk passes on delivery or attempted delivery.
7.2 Ownership does not pass until full payment is received. Goods must be stored separately and insured.
7.3 RD Research Ltd may repossess Goods prior to title transfer.
8. Warranties and Liabilities
8.1 Goods and Services are warranted free from defects for 90 days.
8.2 Warranties exclude defects arising from Customer designs, misuse, non-payment, third-party goods, or software date issues.
8.3 The Customer confirms Goods and Services are not bespoke unless agreed.
8.4 RD Research Ltd is not liable for consequential loss except for death or personal injury caused by negligence.
8.5 Liability is limited to replacement cost excess over the Price.
9. Intellectual Property
9.1 Software use is governed by the Software Licence.
9.2 No intellectual property rights transfer to the Customer.
10. Termination
10.1 RD Research Ltd may terminate or suspend performance if the Customer:
- Enters insolvency or liquidation.
- Has assets seized or receivers appointed.
- Ceases or threatens to cease trading.
- Breaches these Conditions.
- Is reasonably expected to do any of the above.
11. Force Majeure
11.1 Neither party is liable for failure due to events beyond reasonable control. Performance time is extended accordingly.
12. General
12.1 Statutory references include amendments and re-enactments.
12.2 Headings are for convenience only.
12.3 Waivers do not apply to subsequent breaches.
12.4 Failure to enforce rights does not constitute waiver.
12.5 Invalid provisions do not affect remaining terms.
12.6 The Contract is governed by English law and subject to English Courts.