TERMS AND CONDITIONS OF TRADE
1. Definitions and Interpretation
1.1: In these Conditions, the following definitions apply:
Conditions: These terms and conditions as amended from time to time.
Contract: The Order, the Order confirmation and these conditions.
Customer: the person, firm or company who purchases the goods from the supplier.
Delivery: Delivery of the goods in accordance with clause 4
Goods: The goods (or any part of them) set out in the order
International Delivery Destination: Any country outside the United Kingdom which the Supplier notifies
the Customer that the Supplier is prepared to deliver the goods to.
Minimum Order Value: £150 for delivery to UK Mainland, £200 to Northern and Southern Ireland and
£750 for exports.
Order: The Customer’s order for the supply of Goods including the Specification (if any) as set out in the
Customer’s (written) acceptance of the Supplier’s quotation or on the order form.
Supplier: Rhys McArdle Limited, registered in England and Wales with Company No. 10183012 whose
registered office is at 27 Old Gloucester Street, London, WC1N 3AX or any of its subsidiaries or associated
company. The Principal Director of Rhys McArdle Limited is Rhys McArdle.
2. Basis of Contract
2.1 The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier confirms acceptance (in writing) at
which point the Contract shall come into existence, and the Supplier may reject the Order for any reason
including but not limited to the value of the Order being less than the Minimum Order Value and/or the
lack of the availability of the Goods.
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 on behalf of the Supplier which
is not set out in the Contract, and 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.
2.4 The Customer agrees and accepts that where a Rhys McArdle product display stand is used within their
store, only Rhys McArdle products will be displayed at all times. The Supplier and any agent or contractor
working as part of Rhys McArdle Limited will enforce this clearly.
3.1 The Supplier is entitled to cancel any Order with a value of less than £50 provided that the Customer is
reimbursed for any payments made in advance in respect of the cancelled Order. The Customer shall be
entitled to cancel any Order (in whole or in part) provided that the Customer obtains the prior written
consent of the Supplier and pays all costs incurred by the Supplier relating to the cancelled Order up to the
date of cancellation.
4. Delivery of Goods
4.1 The Supplier shall deliver the Goods to the location set out in the Order (Delivery Location).
4.2 Any dates quoted for Delivery are approximate only, and the time of Delivery is not of the essence.
4.3 The Customer must inspect the Goods upon Delivery, and notify the Supplier within 7 days of Delivery of
any non-conformity with the Contract, in accordance with clause 5 or any deficiency in the quantity of
Good ordered. In the event that the Supplier delivers more or less than the quantity ordered, the Supplier
may elect to make a pro rata adjustment to the Order invoice or deliver the shortfall in quantity of Goods
to the Customer on these conditions.
4.4 The Supplier may deliver the Goods in instalments, which shall be invoiced and paid for separately. Each
instalment shall constitute a separate Contract. Any delay in Delivery or defect in an instalment shall not
entitle the Customer to cancel any other instalment.
4.5 Until title to the Goods passes to the Customer in accordance with clause 7 the Customer shall store the
Goods in such a way as to make them easily identifiable as the property of the Supplier and shall keep the
Goods in good condition and properly insured.
5.1 The Supplier warrants that on Delivery, 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).
5.2 Subject to clause 5.3, if:
a) the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods
do not comply with the warranty set out in clause 5.1; and
b) the Supplier is given a reasonable opportunity of examining such Goods, the Supplier shall, at its option,
replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:
a) the Customer fails to comply with its obligations set out in clause 4.4;
b) the Customer makes any further use of, or continues to sell such Goods after giving notice in accordance
with clause 5.2;
c) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to
the storage, commissioning, use or maintenance of the Goods or fails to comply with good practice;
d) the defect arises as a result of wilful damage, negligence or inappropriate storage.
5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the
Goods’ failure to comply with the warranty set out in the clause 5.1
5.5 The Supplier shall endeavour to transfer the Customer the benefit of any warranty or guarantee given to
the Supplier by the manufacturer of the Goods.
6. Price and Payment
6.1 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 Supplier’s price list in force as at the date of Delivery.
6.2 Unless otherwise stated on the Order and agreed by the Supplier, the price of the Goods is exclusive of
VAT, the costs and charges of packaging, insurance and transport of the Goods and any import duties and
taxes and associated costs payable upon Delivery to any International Delivery Destination.
6.3 The Supplier may, by giving notice in writing to the Customer, at any time up to 7 days before Delivery,
increase the cost of the Goods that is due to any factor beyond the Supplier’s control including foreign
exchange fluctuations, increases in taxes and duties, increases in labour, materials and other
manufacturing costs, any request by the Customer to change the Delivery date, quantities or types of
Goods ordered, or the specification.
6.4 The Customer shall pay all invoices in full to the Supplier within 30 days of the date of such invoice. Time
for payment is of the essence.
6.5. Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment
due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have
the right to:
a) charge interest on the overdue amount at the rate of 8.5% (8% plus 0.5% Bank of England base rate)
until such sum is received irrespective of any other action taken in order to obtain satisfactory
settlement of sums due;
b) terminate the Contract or suspend further Orders or deliveries under the Contract or any other contract
in force between the Supplier and the Customer;
c) start immediate legal proceedings if payment has not been received in full within 75 days;
d) repossess the Goods under the Contract or under any other contract between the Customer and the
Supplier up to the value of monies outstanding.
e) where the Customer fails to make any payment of invoice to the Supplier and is classed as a bad debt,
the Supplier (Rhys McArdle Limited) shall have the right to give the authority to an agent, contractor
or third party representative to take back any Rhys McArdle stock immediately without notice to reclaim
full costs of the invoice.
7. Title and Risk
7.1 The risk in the Goods shall pass to the Customer on completion of Delivery, whilst title to the Goods shall
not pass to the Customer until the Supplier has received payment in full for the Goods.
8. Limitation of Liability
8.1 Nothing in these Conditions shall limit of exclude the Supplier’s liability for:
a) death or personal injury caused by its negligence, or the negligence of its employees, agents or
b) fraud or fraudulent misrepresentation
c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 and section 12 of
the Sales of Goods Act 1979.
8.2 Subject to clause 8.1:
a) the Supplier shall under no circumstances whatever 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;
b) the Supplier’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 in no circumstances exceed the value of the Order to which the liability relates
8.3 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.
9.1 The Supplier may, by giving written notice to the Customer, terminate the Contract with immediate effect
if the Customer has failed to pay any invoice(s) by the Due Date.
9.2 The Supplier may, by giving written notice to the Customer, terminate the Contract with immediate effect
if the Customer, being an individual, is declared bankrupt or has entered into any composition or
arrangements with its creditors, or being a company, has a receiver, administrator, manager or
administrative receiver appointed over any of its assets, undertakings or income or passes a resolution for
the winding up of the company or if the Customer has committed a material breach of the Conditions, or
there has been a material change in the management or control of the Customer.
10.1 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 an event beyond its reasonable control.
The Customer shall not be entitled to assign the Contract or any part of it without the prior written
consent of the Supplier. The Supplier may assign the Contract or any part of it to any firm, person or
All communications between the parties must be in writing and delivered by hand, or sent by first-class
post or email.
The invalidity, illegality or unreasonableness in whole or in part of any of these Conditions shall not affect
the validity of the remainder of such Conditions.
10.5 Third party rights
A person who is not a party to the Contract shall not have any rights under or in connection with it.
The Supplier may vary these Conditions by giving notice in writing to the Customer.
10.7 Entire agreement
This agreement constitutes the entire agreement between the parties and supersedes and extinguishes
all previous drafts, agreements, arrangements and understandings between them, whether written or
oral, relating to its subject matter.
10.8 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.