1. INTERPRETATION

 

1.1 Definitions.In these Conditions, the following definitions apply:

“Seller”means Julian Roche Associates Ltd trading as Roche Audio Visual (registered in England & Wales with company number 1120850).

“Customer”  means the person or firm who purchases the Goods from the Seller.

“Goods” means the goods (or any part of them) set out in the Order.

“Contract” means the contract between the Seller and the Customer for the sale and purchase of the Goods in accordance with these conditions.

“Order” means the Customer`s order for the Goods, as set out in the Customer`s purchase order form or in the Customer`s written acceptance of the Seller`s quotation as the case may be.

“Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with clause11.6.

“Specification” means any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Seller.

“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

1.2 Constuction. In these Conditions, the following rules apply:

1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns.

1.2.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.2.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.2.5 A reference to writing or written includes faxes and e-mails.

 

2. BASIS OF CONTRACT

 

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the order and any applicable Specification submitted by the Customer are complete and accurate.

2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract.

2.4 Any samples, drawings,descriptive matter, or advertising produced by the Seller and any descriptions or illustrations contained in the Seller`s catalogues or brochures or website are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

2.5 A quotation for the Goods given by the Seller shall not constitute an offer. A quotation shall only be valid for a period of 30 days, but may be withdrawn earlier by the Seller.

 

3. DELIVERY

 

3.1 The Seller shall ensure that each delivery of Goods is accompanied by a delivery note which shows the date of the delivery, all relevant Customer and Seller reference numbers, the type and quantity of the Goods and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

3.2 The Seller shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) at any time after the Seller notifies the Customer that the Goods are ready.

3.3 Delivery of the Goods shall be completed on the Goods arrival at the Delivery Location.

3.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer`s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

3.5 If the Seller fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Seller 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 Customers failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

3.6 If the Customer fails to accept delivery of the Goods within three Business Days of the Seller notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Seller`s failure to comply with its obligations under the Contract (and without prejudice to any other remedies available under these Conditions):

  3.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 a.m. on the third Business Day after the day on which the Seller notified the Customer that the Goods were ready;and

  3.6.2 the Seller may effect delivery by whatever means it reasonably thinks appropriate or shall store the Goods until delivery takes place at the Customer`s risk, and charge the Customer for all related costs and expenses (including insurance).

3.7 The Customer shall not be entitled to reject the Goods by reason only of short delivery.

3.8 The Seller may deliver the Goods by instalments, which shall be invoiced and paid for seperately. Each instalment shall constitute a separate Contract. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.

3.9 The Customer shall upon delivery examine the Goods and shall promptly, but in any event within 3 Business Days following delivery notify the Seller , and the Carrier where relevant, of any apparent damage, defect or short delivery. In order that the Seller can comply with its Carriers conditions any claim in respect of error in quantity or type of Goods or in respect of damage to the Goods in transit must be made in writing to the Seller and the Carrier within 3 days of receipt of the Goods. Failure to make such claim shall constitute unqualified acceptance of the Goods and waiver by the Customer of all claims relating to error in quantity or type of goods delivered or relating to the condition of Goods delivered. If proof of delivery is required, this must be requested within 14 days of the date of the invoice.

3.10 In the case of damage to goods or loss of part of a consignment, the consignment must be inspected in the presence of the carrier. If any goods are damaged or lost the consignment note must be endorsed accordingly and the Customer must notify the Seller in writing within 3 Business Days. No claim will be considered where the Customer has signed the carriers delivery note that the goods have been received in good condition.

 

4. TITLE AND RISK

 

4.1 The risk in the Goods shall pass to the Customer on completion of delivery.

4.2 Title to the Goods shall not pass to the Customer until the Seller has received payment in full (in cash or cleared funds) for the Goods and any other goods or services that the Seller has supplied to the Customer.

4.3 Until title to the Goods has passed to the Customer, the Customer shall:

4.3.1 hold the Goods or the proceeds of sale on a fiduciary basis as the Seller`s bailee:

4.3.2  store the Goods separately  from all other goods held by the Customer so that they remain clearly identifiable as the Seller`s property:

4.3.3 give the Seller such information relating to the Goods as the Seller may require from time to time:

4.3.4 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods:

4.3.5 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery:

4.3.6 notify the seller immediately if it becomes subject to any of the events listed in clause 7.2,

but the Customer may subject to clause 5.9 resell or use the Goods in the ordinary course of its business.

4.4 If  before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 7.2, or the Seller reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Seller may have, the Seller may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

 

5. PRICE AND PAYMENT

 

5.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Seller`s published price list in force at the date of delivery.

5.2 The Seller may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

5.2.1 any factor beyond the Seller`s control (including foreign  exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

5.2.2 any request by the Customer to change the delivery dates(s), quantities or types of Goods ordered, or the Specification; or

5.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give the Seller adequate or accurate information or instructions.

5.3 The price of the Goods is exclusive of  the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

5.4 The price of the Goods is exclusive of amounts in respect of  Value Added Tax (VAT). The Customer shall on receipt of a valid VAT invoice from the Seller, pay to the Seller such additional amounts in respect of VAT as are chargeable on the supply of the Goods.

5.5 The Seller may invoice the Customer for the Goods on or at any time after the completion of delivery.

5.6 If the Seller  has granted the Customer credit facilities the payment of  the invoice must be made in full and in cleared funds within 30 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Seller. Where no credit has been granted, payment must be made in full prior to delivery. Time of payment is of the essence. 

5.7 If the Customer fails to make any payment due to the Seller under the Contract by the due date for payment (due date), then the Seller shall be entitled to charge daily  interest on any overdue amount at the rate of 3% per annum above the current  base lending rate  of Clydesdale Bank Plc from due date until the date of actual payment in full (including any accrued interest) (after as well as before judgement).

5.8 The Customer shall pay all amounts due under the Contract in full without any deduction or witholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Seller in order to justify witholding payment of any such amount in whole or in part. The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Seller to the Customer.

5.9 Without prejudice to any other rights or remedies of the Seller, any default by the Customer in making payment of the full amount becoming payable on the due date shall entitle the Seller to suspend any deliveries under this or any contract and suspend or revoke the right to resell any Goods so long as the default continues and to treat the Contract as repudiated by the Customer and determined if the Customer shall not within 14 days of receiving written notice from the Seller have paid sums due to the Seller under this Contract.

5.10 Customers submitting orders with VAT Exemption Certificates that are ruled invalid by HM Revenue & Customs will be invoiced for the VAT due.

 

 

6. QUALITY

 

6.1 The Seller warrants that on delivery, and for a period of 12 months [unless otherwise stated] from the date of delivery (“Warranty Period”), the Goods shall conform in all material respects with their description and any applicable Specification and be free from material defects in design, material and workmanship

6.2 Subject to clause 6.3, if:

6.2.1 the Customer gives notice in writing to the Seller during the Warranty Period within a reasonable time of discovery (and not more than 14 days after any defect becoming apparent) that some or all of the Goods do not comply with the warranty set out in clause 6.1:

6.2.2 the Seller is given a reasonable opportunity of examining such Goods; and

6.2.3 the Customer (if asked to do so by the Seller) returns such Goods to the Seller`s place of business at the Customer`s cost, the Seller shall, at its option, repair or replace the defective Goods, or refund the price of the defective goods in full.

6.3 The Seller shall not be liable for Goods` failure to comply with the warranty set out in clause 6.1 in any of the following events:

6.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2;

6.3.2 the defect arises because the Customer failed to follow the Seller`s oral or written instructions as to the storage, commissioning, installation , use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

6.3.3 the defect arises as a result of the Seller following any drawing, design or Specification supplied by the Customer;

6.3.4 the Customer alters or repairs such Goods without the written consent of the Seller;

6.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, misuse or use other than in accordance with the Seller`s and/or manufacturers instructions or abnormal storage or working conditions;

6.3.6 the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or

6.3.7 the Customer is in breach of any of these Conditions.

6.4 Except as provided in this clause 6, the Seller shall have no liability to the Customer in respect of the Goods` failure to comply with the warranty set out in clause 6.1.

6.5 Where applicable the Seller shall to the extent that it is able pass on to the Customer the benefit of any manufacturer`s standard warranty or guarantee that is provided to the end user of the Goods in question.

6.6 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

6.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Seller.

 

7. CUSTOMER`S INSOLVENCY OR INCAPACITY

 

7.1 If the Customer becomes subject to any of the events listed in clause 7.2, or the Seller reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Seller , the Seller may cancel or suspend all further deliveries under the Contract or under any other Contract between the Customer and the Seller without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.

7.2 For the purpose of clause 7.1, the relevant events are:

7.2.1 the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, (or being a company) is deemed unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

7.2.2 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

7.2.3 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

7.2.4 (being an individual) the Customer is the subject of a bankruptcy petition or order;

7.2.5 a creditor or encumbrance of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

7.2.6 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;

7.2.7 (being a company) a floating charge holder over the Customer`s assets has become entitled to appoint or has appointed an administrative receiver;

7.2.8 a person becomes entitled to appoint a receiver over the Customer`s assets or a receiver is appointed over the Customer`s assets;

7.2.9 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 7.2.1 to clause 7.2.8 (inclusive);

7.2.10 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or substantially the whole of its business;

7.2.11 the Customer`s financial position deteriorates to such an extent that in the Seller`s opinion the Customer`s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and

7.2.12 (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

7.3 Termination of the Contract, however arising, shall not affect any of the parties`rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contarct shall continue in full force and effect.

 

 

 

8. LIMITATION OF LIABILITY

 

THE CUSTOMER`S ATTENTION IS DRAWN TO THE PROVISIONS OF THIS CLAUSE

8.1 Nothing in these Conditions shall limit or exclude the Seller`s liability for:

8.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

8.1.2 fraud or fraudulent misrepresentation;

8.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;

8.1.4 defective products under the Consumer Protection Act 1987;

8.1.5 any matter in respect of which it would be unlawful for the seller to exclude or restrict liabilty.

8.2 Subject to clause 8.1:

8.2.1 the Seller shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract (including the costs of removing, installing or reinstalling, framing or other costs incidental to replacing or removing any defective product); and

8.2.2 the Seller`s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price of the Goods.

 

9. TRADE MARKS

 

9.1 The Customer shall ensure that any trade marks of the Seller or other words or marks affixed to or used in relation to the Goods are not obliterated, obscured or omitted without the Seller`s prior written consent.

9.2 The Customer shall not add, affix or use any additional words or marks to or in relation to the Goods without the Seller`s prior written consent.

9.3 The Customer shall not process or alter the Goods without the Seller`s prior written consent with regard to the continued use or in relation to the Goods of any trade marks of the Seller or any other words or marks affixed or used in relation to the Goods.

 

10. FORCE MAJEURE

 

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party`s reasonable control, which by its nature could not have been foreseen,or,if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party`s), failure of energy sources or transport networks, acts of God, war,terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters, or extreme adverse weather conditions, or default of Sellers or subcontractors.

 

11. GENERAL

 

11.1 Assignment and subcontracting.

11.1.1 The Seller may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of ts rights or obligations under the Contract.

11.1.2 The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Seller.

11.2 Notices.

11.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, Commercial courier, fax or email.

11.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2.1; if sent by pre-paid first class post or recorded delivery, at 9.00am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier`s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

11.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

11.3 Severance.

11.3.1 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

11.4 Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

11.5 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.

11.6 Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Seller.

11.7 Environmental. The Customer shall be responsible for all its obligations, financial or otherwise, imposed in respect of the Goods, on either of the parties, under any environmental legislation applicable to the parties, including but not limited to Directive 2002/96/EC on waste electrical and electronic equipment and any legislation enacted pursuant to it.

11.8 Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

 

 

 

This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the products (Products) listed on our website www.rocheav.co.uk (our site) to you. Please read these terms and conditions carefully before ordering any Products from our site. You should understand that by ordering any of our Products, you agree to be bound by these terms and conditions. You should print a copy of these terms and conditions for future reference.

Please click on the button marked "I Accept" on the checkout if you accept them. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products from our site.

 

1. INFORMATION ABOUT US

 

www.rocheav.co.uk is a site operated by Julian Roche Associates Limited (we). We are registered in England and Wales under company number 1120850 and with our registered office at Ainleys Industrial Estate Elland West Yorkshire HX5 9JP. Our VAT number is 149198039

 

2. SERVICE AVAILABILITY

 

Our site is only intended for use by people resident in the United Kingdom which for the purposes of these terms and conditions comprise England, Wales, Scotland, Northern Ireland, The Isle of Man and the Channel Islands ("the Serviced Countries") We do not accept orders from individuals outside those countries If you are not resident in the Serviced Countries please do not order Products from us.

 

3. YOUR STATUS

 

By placing an order through our site, you warrant that:

(a) You are legally capable of entering into binding contracts; and

(b) You are at least 18 years old;

(c) You are resident in one of the Serviced Countries; and

(d) You are accessing our site from that country.

4. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US

 

4.1 After placing an order, you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a Product. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that the Product has been Despatched (the Despatch Confirmation). The contract between us (Contract) will only be formed when we send you the Despatch Confirmation.

4.2 The Contract will relate only to those Products whose Despatch we have confirmed in the Despatch Confirmation. We will not be obliged to supply any other Products which may have been part of your order until the Despatch of such Products has been confirmed in a separate Despatch Confirmation.

 

5. OUR STATUS

  

5.1 Please note that in some cases, we accept orders as agents on behalf of third party sellers. The resulting legal contract is between you and that third party seller, and is subject to the terms and conditions of that third party seller, which they will advise you of directly. You should carefully review their terms and conditions applying to the transaction.

5.2 We may also provide links on our site to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking, that products you purchase from third party sellers through our site, or from companies to whose website we have provided a link on our site, will be of satisfactory quality, and any such warranties are DISCLAIMED by us absolutely. This DISCLAIMER does not affect your statutory rights against the third party seller. We will notify you when a third party is involved in a transaction, and we may disclose your customer information related to that transaction to the third party seller.

 

6. CONSUMER RIGHTS

 

6.1 If you are contracting as a consumer, you may cancel a Contract at any time within seven working days, beginning on the day after you received the Products. In this case, you will receive a full refund of the price paid for the Products in accordance with our refunds policy (set out in clause 10 below).

6.2 To cancel a Contract, you must inform us in writing. You must also return the Product(s) to us immediately, in the same condition in which you received them, and at your own cost and risk. You have a legal obligation to take reasonable care of the Products while they are in your possession. If you fail to comply with this obligation, we may have a right of action against you for compensation.

6.3 You will not have any right to cancel a Contract for the supply of any bespoke product you have ordered from us

6.4 Details of this statutory right, and an explanation of how to exercise it, are provided in the Despatch Confirmation. This provision does not affect your statutory rights.

 

7. AVAILABILITY AND DELIVERY

 

Your order will normally be despatched to the delivery address which you supply within three working days of the Despatch Confirmation. If an item is temporarily unavailable for any reason or has a longer lead time then you will be notified of the revised despatch date or, if no delivery date is specified, then despatch will be within a reasonable time of the date of the Despatch Confirmation, unless there are exceptional circumstances. If we are unable to source the exact product ordered we will do our best to provide an alternative with identical or similar specification. We will always contact you to confirm suitability before despatch.

 

8. RISK AND TITLE

 

8.1 The Products will be at your risk from the time of delivery.

8.2 Ownership of the Products will only pass to you when we receive full payment of all sums due in respect of the Products, including delivery charges.

 

9. PRICE AND PAYMENT

 

9.1 The price of any Products will be as quoted on our site from time to time, except in cases of obvious error.

9.2 These prices exclude value added tax and delivery costs, which will be added to the total amount due. You will be given delivery options prior to confirming your order.

9.3 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Despatch Confirmation.

9.4 Our site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our site may be incorrectly priced. We will normally verify prices as part of our Despatch procedures so that, where a Product's correct price is less than our stated price, we will charge the lower amount when Despatching the Product to you. If a Product’s correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before Despatching the Product, or reject your order and notify you of such rejection.

9.5 We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you a Despatch Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.

9.6 Payment for all Products must be by credit, debit or purchasing card. We accept payment with Mastercard, VISA, Delta and Switch. We will also process orders against official purchase order numbers, however a hard copy must be sent byy fax, email or post prior to us despatching the goods.

 

10. OUR REFUNDS POLICY

 

10.1 When you return a Product to us:

• (a) because you have cancelled the Contract between us within the seven-day cooling-off period (see clause 6.1 above), we will process the refund due to you as soon as possible and, in any case, within 30 days of the day you have given notice of your cancellation. In this case, we will refund the price of the Product in full, including the cost of sending the item to you. However, you will be responsible for the cost of returning the item to us.
• (b) for any other reason (for instance, because you have notified us in accordance with paragraph 20 that you do not agree to any change in these terms and conditions or in any of our policies, or because you claim that the Product is defective), we will examine the returned Product and will notify you of your refund via e-mail within a reasonable period of time. We will usually process the refund due to you as soon as possible and, in any case, within 30 days of the day we confirmed to you via e-mail that you were entitled to a refund for the defective Product. Products returned by you because of a defect will be refunded in full, including a refund of the delivery charges for sending the item to you and the cost incurred by you in returning the item to us.

10.2 We will usually refund any money received from you using the same method originally used by you to pay for your purchase.

 

11. OUR LIABILITY

 

11.1 We warrant to you that any Product purchased from us through our site is of satisfactory quality and reasonably fit for all the purposes for which products of the kind are commonly supplied.

11.2 Our liability for losses you suffer as a result of us breaking this agreement is strictly limited to the purchase price of the Product you purchased and any losses which are a foreseeable consequence of us breaking the agreement. Losses are foreseeable where they could be contemplated by you and us at the time your order is accepted by us.

11.3 This does not include or limit in any way our liability:

• (a) For death or personal injury caused by our negligence;
• (b) Under section 2(3) of the Consumer Protection Act 1987;
• (c) For fraud or fraudulent misrepresentation; or
• (d) For any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

11.4 We are not responsible for indirect losses which happen as a side effect of the main loss or damage and which are not foreseeable by you and us (such as loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time) however arising and whether caused by tort (including negligence), breach of contract or otherwise , even if foreseeable.

11.5 Where you buy any Product from a third party seller through our site, the seller's individual liability will be set out in the seller's terms and conditions.

 

12. IMPORT DUTY

 

12.1 If you order Products from our site for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.

12.2 Please also note that you must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable for any breach by you of any such laws.

 

13. WRITTEN COMMUNICATIONS

 

Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

 

14. NOTICES

All notices given by you to us must be given to Julian Roche Associates Limited at Ainleys Industrial Estate, Elland, West Yorkshire HX5 9JP or information@rocheav.co.uk We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 13 above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

 

15. TRANSFER OF RIGHTS AND OBLIGATIONS

 

15.1 The contract between you and us is binding on you and us and on our respective successors and assigns.

15.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.

15.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

 

16. EVENTS OUTSIDE OUR CONTROL

 

16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).

16.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

• (a) Strikes, lock-outs or other industrial action.
• (b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
• (c) Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
• (d) Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
• (e) Impossibility of the use of public or private telecommunications networks.
• (f) The acts, decrees, legislation, regulations or restrictions of any government.

16.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

 

17. WAIVER

 

17.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

17.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.

17.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 14 above.

 

18. SEVERABILITY

 

If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

 

19. ENTIRE AGREEMENT

 

19.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

19.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.

19.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.

 

20. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS

 

20.1 We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities

20.2 You will be subject to the policies and terms and conditions in force at the time that you order products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Despatch Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).

 

21. LAW AND JURISDICTION

 

Contracts for the purchase of Products through our site will be governed by English law. Any dispute arising from, or related to, such Contracts shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.

 

 

 

Please see General Terms & Conditions for futher clarification on any of the points raised.