The terms “RML Group” or “RML Motorsport” or “RML Automotive” or “RML X-Pro” or “RML X-Power” or “RML Historic” or “RML Events” or “RML Engines” or “us” or “we” refers to the owner of the website whose registered office is RML Group, Whittle Close, Wellingborough, Northamptonshire, NN8 6TY, United Kingdom. The term “you” refers to the user of viewer of our website.
The content of the pages of this website is for your general information and use only. It is subject to change without notice.
Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by the law.
Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
All trademarks reproduced in this website which are not the property of, or licensed to, the operator are acknowledged on the website.
Unauthorised use of this website may give rise to claim for damages and/or be a criminal offence.
From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
You may not create a link to this website from another website or document without RML Group’s prior written permission.
Your use of this website and any dispute arising out of such use of the website is subject to the laws of England and Wales.
RML GROUP TERMS & CONDITIONS OF SALE
1. Defined Terms
|“The Customer”||means the person, firm or company who contracts to purchase Goods and/or Services from RML|
|“Goods”||means the equipment or parts provided to the Customer whether as a product of the Services or otherwise|
|“Services”||means the design, development, manufacturing, testing and set up work, refurbishment, painting and finishing, installation and other maintenance and support services provided to the Customer (whether related to the Goods or not)|
|“RML”||means Ray Mallock Limited (trading as RML Group) of Whittle Close, Wellingborough, Northants NN8 6TY, UK or any associated or subsidiary company of Ray Mallock Limited|
|“Authorised Person”||means an RML Director or the manager assigned to your order by RML. If you have received a quotation the manager assigned to your order will have signed your quotation as the authorising person.|
1.1 Where the word “including” appears in these terms and conditions it is to be understood as meaning “including but not limited to” unless otherwise specified.
1.2 Where RML’s agreement, confirmation or approval is referred to or required in these Conditions it must be obtained in writing from an Authorised Person.
1.3 By law consumers have additional statutory rights. These rights are unaffected by these conditions.
1.4 Headings are for convenience only and are not intended to affect interpretation.
2. Order Procedures
2.1 Quotations are given in good faith but are not binding on RML. As circumstances can change, all quotations are subject to confirmation in writing by RML upon receipt of the Customer’s order.
2.2 Although RML will try to ensure the information provided when a Customer contacts RML about the Goods and Services, is accurate, RML may not be aware of all the circumstances that may affect your choice. Unless verbal information or advice is confirmed by RML in writing as part of the Acknowledgement of Order it should be treated as guidance only and should not be relied upon without further verification.
2.3 An order for the Goods and/or Services shall be deemed to be an offer by the Customer to buy Goods and/or Services in accordance with and subject to these terms and conditions. RML will only have accepted that offer only when it has indicated in writing to the Customer on RML’s Acknowledgement of Order form. Such acceptance shall take effect only on these RML terms and conditions of sale. No term or provision that is not expressly agreed and set out in the Acknowledgement of Order shall be incorporated into the contract. This includes any provision contained in standard terms and conditions put forward or routinely used by the Customer in the course of its business that the Customer purports to bring into effect as governing any contract with RML. Nor shall any such standard terms and conditions of the Customer be treated as a counter offer. No purported variation of any of these terms and conditions, shall become binding on RML unless and until RML has agreed to it in writing in terms that conform to Condition 21.3.
2.4 The Customer must ensure the Acknowledgement of Order form accurately sets out the terms of its order including any particular uses of the Goods and Services that have been agreed with RML. Any special conditions or amendments to RML standard conditions that have been agreed by RML should be noted on the Acknowledgement of Order. Unless the Customer notifies RML in writing of any error in the Acknowledgement of Order form within 24 hours of receipt or (if earlier) before the delivery of the Goods and/or Services, such Acknowledgement of Order form will be the agreed order.
3. Description of Goods and Services
3.1 Much of RML’s Goods and Services are customised or involve the modification of standard parts. Descriptions, example specifications and performance indicators contained in catalogues, price lists and other leaflets or descriptive matter produced by RML for these Goods are for illustration and guidance only. They do not form part of the description of the Goods as the specification and performance of such Goods and Services will vary. Unless otherwise agreed in the Acknowledgement of Order, any sample given of any Goods and/or Services is by way of identification only and does not constitute a sale by sample.
3.2 In respect of Goods manufactured by a third party and sold by RML unmodified:
a. RML includes product specifications, measurements and technical data supplied by the manufacturer of such Goods. Such information is to be treated as guidance only and the Customer should note that tolerances will be allowed by the manufacturer.
b. Sizes, colour, specification and fitting may vary dependent upon the make and model of the Customer’s vehicle.
c. Manufacturers reserve the right to change the specification of their products without notice. The Customer is advised to check the current specification and product details directly with the manufacturer, before ordering.
3.3 Unless RML sells the Goods specifically for use on public roads the Goods may not be operated or licensed for use on public roads or in public places.
3.4 Goods to be used in motorsport will be built to the sporting or championship regulations as at the date specified in the Acknowledgement of Order. If no date is specified then the Goods will be built to the regulations that prevailed when RML provided its quotation or (if none was provided) at the date of the Customer’s order. If these regulations change then work required to make the Goods compliant will incur additional cost which will be payable by the Customer in accordance with condition 6.5 or (where applicable) condition 6.6 unless otherwise expressly agreed in the Acknowledgement of Order.
3.5 RML reserves the right without notice to the Customer to make any changes in the specification of the Goods and/or Services which are required to conform with any applicable statutory regulations or EU requirement or which improve or do not materially affect their quality or performance.
4. Delivery and Risk
4.1 Delivery of the Goods shall take place when the Customer or its carrier collects the Goods from RML’s premises, such collection to take place within five working days after RML has notified the Customer that the Goods are ready for collection, or, if some other place for delivery is agreed by RML, by RML delivering the Goods to that place.
4.2 Goods will be at the Customer’s risk from the date of delivery, or where the Customer fails to collect, from the date when delivery should have taken place, and the Customer should insure the Goods accordingly. If RML agrees to store the Goods then the Goods will nevertheless remain at the Customer’s risk and should be insured by the Customer.
4.3 Unless it is agreed by RML in the Acknowledgement of Order that the date for dispatch or delivery of Goods or Services is a fundamental requirement of the contract, any date or period quoted by RML for dispatch of the Goods and/or the performance of the Services is given in good faith as an estimate only. Whilst RML will endeavour to deliver within the period stated, failure to do so date will not entitle the Customer to cancel the contract. If no dates are specified delivery will be within a reasonable period.
4.4 The Customer will provide at its expense at the place of delivery adequate equipment and manual labour for loading (and unloading) the Goods.
4.5 Where the Goods are to be delivered in instalments, each delivery is a separate contract under these terms and conditions. Failure by RML to deliver any one or more of the instalments in accordance with this contract or any claim by the Customer in respect of one or more instalments does not entitle the Customer to cancel the contract as a whole.
4.6 Where the Goods and/or the Services are supplied for export and/or operation outside the United Kingdom, the Customer is responsible (at its own expense) for complying with any legislation or regulations governing the transportation and the importation of the Goods into and operation of the Goods within the country of destination (including without limitation the obtaining of relevant licences, registration permits and permissions) and for the payment of any applicable duties and taxes.
4.7 The Customer is under a duty to inspect the Goods on delivery, installation, or collection as the case may be and also at the completion of any Service performed by RML. Because of the specialised nature of the Goods and Services, inspections should always be undertaken by properly qualified engineers and mechanics.
5. Failed Delivery
5.1 If the Customer or its carrier fails to take delivery of the Goods or fails to give RML adequate delivery instructions and/or to provide any documents, authorisations or other items required to enable delivery on the date stated for delivery then, notwithstanding any agreement to the contrary, the full price of the Goods and Services shall become immediately due and payable. In addition without prejudice to any other right or remedy available to RML, RML may exercise any one or more of the following rights:
a. at the Customer’s risk store the Goods until actual delivery and the Customer shall pay for the reasonable costs of storage [and insurance]; and/or
b. sell the Goods at the best price readily obtainable and the Customer shall pay for any shortfall below the price due from the Customer under the contract as well as any costs charged under condition 5.1.a .
6. Price and Payment
6.1 Unless otherwise stated on the Acknowledgement of Order the price will be the price for the Goods and/or Services as shown in the price list in force at the date of delivery or deemed delivery. Time for payment is of the essence.
6.2 Unless otherwise stated, all prices quoted are on an ex-works basis exclusive of Value Added Tax and all other duties, carriage, packing, licence fee or insurance charges, which the Customer shall pay where they apply.
6.3 RML reserves the right at any time prior to delivery of the Goods and/or performance of the Services to adjust the price to take account of any increase in the cost of raw materials, third party labour or services, or any currency fluctuations, increases of taxes or duties variations to the specification or increase in the cost of RML in complying with the contract as a result of changes in legislation. RML shall notify Customers of any proposed increase in price. Where the increase is more than 5% of the price RML shall offer Customers the opportunity not to proceed with the contract provided RML is paid for the work carried out and costs it has reasonably incurred up to that point.
6.4 Where RML has agreed to provide Services to the Customer including the provision of personnel the Customer must pay all accommodation subsistence and travel costs incurred by RML in respect of the performance of the Services unless otherwise specified in the Acknowledgement of Order. The Customer must also provide and pay for suitable transport for RML personnel during the contract to enable the Services to be efficiently performed. Where such Services are to be performed partly or wholly outside the UK the Customer shall in addition pay for: –
a. promptly obtaining all relevant licences permits and visas
b. RML’s reasonable travel costs to and from the UK in respect of home visits allowed by RML to its personnel
c. the cost of any additional medical insurance for RML personnel (if required by RML)
6.5 Payment must be made without deduction within  days of RML’s invoice or (if earlier) before the delivery of the Goods or Services. In the case of Goods or Services to be delivered off RML premises payment shall be made before such Goods or Services are despatched. The price must be paid in pounds sterling or such other currency as is specified in the Acknowledgement of Order by RML.
6.6 Certain costs that are the responsibility of the Customer may not be ascertainable until after the Goods and /or Services are delivered (for example accommodation, subsistence and travel costs of RML personnel). The Customer shall pay such costs within 28 days of RML’s invoice. RML reserves the right to require the Customer to pay a reasonable deposit on account of such costs and/or to require full payment of these costs prior to the delivery of further Goods and/or Services to the Customer.
6.7 If the Customer fails to make any payment on or before the time specified for payment date then, without prejudice to any other right or remedy available to RML may exercise any one or more of the following rights and remedies and shall not incur any liability to the Customer as a result of the exercise of such remedies:-,
a. Cancel the contract and/or suspend any further deliveries to the Customer;
b. Appropriate any payment made by the Customer to such of the Goods or Services (or Goods or Services supplied under any other contract between RML and the Customer) as RML may think fit (notwithstanding any purported appropriation by the Customer);
c. Charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 4 per cent per annum above Barclays Plc. base rate from time to time, until payment in full is made (interest to be payable on demand and to accrue daily on the basis of a year of 365 days) together with all costs and expenses incurred by RML in the collection of overdue monies.
d. Exercise a general lien on all property of the Customer in its possession, custody or control for all sums due to RML. RML shall give 28 days notice to the Customer of its intention to sell or dispose of such property. If the Customer fails to pay all sums due to RML within the 28 day notice period then RML shall be entitled to sell all or any part of the Customer’s property in RML’s possession, custody or control as agent for and at the expense of the Customer and RML shall apply the proceeds of sale (net of any costs incurred in association with the sale) in or towards the payment of the sums owed to RML by the Customer. Upon accounting to the Customer for the balance remaining (if any) after payment of any sum due to RML and the costs of sale and disposal, RML shall be discharged of any liability whatsoever in respect of the Customer’s property.
For the avoidance of doubt RML shall be entitled to recover the price notwithstanding that delivery may not have taken place and ownership of the Goods has not passed to the Customer.
6.8 If payment by the Customer is not made in the currency required under these conditions then RML will convert the payment into the correct currency at the rate of exchange prevailing at the Bank used by RML. If the rates and cost of exchanging the currency together with any premiums, commissions, bank charges or other consequential costs incurred by RML when deducted from the payment made by the Customer result in RML receiving less than the full payment then the Customer will pay the shortfall to RML upon demand.
6.9 The Customer shall pay to RML on demand all receiving bank charges incurred by RML arising from any act or omission of the Customer.
6.10 Each contract with the Customer is subject to RML being satisfied with the Customer’s credit status both prior to and during the Contract. If RML becomes dissatisfied with the Customer’s credit status it may require security for payment before continuing with or delivery of any order.
7. Ownership of RML Goods
7.1 Ownership of the Goods will not pass to the Customer until RML has received in cash or cleared funds payment in full of the price of the Goods and Services and all other sums due to RML by the Customer, notwithstanding such Goods may have been delivered to the Customer.
7.2 Until such time as ownership of the Goods passes to the Customer, the Customer holds the Goods on RML’s behalf. The Customer must keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as RML’s property. Until the Customer owns the Goods the Customer must not resell them or use them as security for any debt.
7.3 Until the Customer owns the Goods, RML shall be entitled at any time to require the Customer to return the Goods to RML and, if the Customer fails to do so, the Customer gives RML permission to enter any premises of the Customer or of any third party where the Goods are stored on the Customer’s behalf and recover the Goods
8. Safety and General Testing
8.1 The Customer acknowledges that motor sports and high performance driving can be hazardous and accordingly all vehicles in which the Goods are comprised should only be driven by qualified and appropriately experienced drivers and all parts comprised in the Goods should only be repaired or maintained by fully qualified and experienced mechanics
8.2 It is standard practice in motor sports that a properly qualified and experienced mechanic examines the vehicle and any parts to be fitted to the vehicle and carries out preparation for competition before use of the vehicle. The Customer undertakes to comply with that practice both for vehicles participating in motor sport and other high performance vehicles.
8.3 The Customer must ensure that a full and thorough inspection and testing of any vehicle and/or parts in accordance with best current practice is carried out before any vehicle and/or part is used in a race, rally, high performance driving activity test or practice session.
8.4 The Customer shall use the Goods for the purpose for which they are produced, manufactured and sold by RML and the Customer agrees not to use or permit the use of the Goods by any third party save in compliance with these terms and conditions and for the requirements notified and accepted in writing by RML and otherwise in accordance with the operational instructions issued by RML from time to time.
8.5 The Customer will hold RML harmless and indemnify and keep indemnified RML from and against all claims, damages and/or losses arising directly or indirectly from any failure by the Customer to carry out a thorough inspection and/or to carry out testing as required in these conditions).
9. Goods supplied for Use on Public Roads
9.1 Where RML supplies a vehicle for use on public roads RML will state in the Acknowledgement of Order the regulations (as at a specified date) to which the vehicle will be built. The Customer must satisfy itself that such regulations cover its intended use of the vehicle.
9.2 Regulations for use on public roads may change and it is the Customer’s responsibility to ensure that the vehicle complies with any such revised regulations for use on the public roads.
9.3 Where RML supplies parts for use on public roads RML will state to what road regulations the part is built and may give guidance as to which countries the parts may be fitted on road cars. Regulations for road use change regularly and may be affected by the particular vehicle that a part is fitted to, accordingly any such guidance must be verified by the Customer and the Customer must satisfy itself whether the Goods may legally be fitted to its vehicle and be used on the public roads where the Customer intends to operate its vehicle. In most cases a Customer can check road use requirements by contacting the local National Vehicle Type Approval and Certification Authority.
10. Goods supplied on Sale or Return
10.1 Goods will only be supplied on a sale or return basis with the prior agreement of RML. RML reserves the right to require the Customer to pay the whole of part of the price of the Goods as a deposit prior to an acceptance of the Customer’s order for the Goods
10.2 Good supplied on sale or return may not be returned (and will be deemed to be accepted) by the Customer in the event the Goods are used, processed, tampered with, altered and/or incorporated with other Goods
10.3 Goods supplied on sale or return may be retained for the period agreed by RML. After that time they will be charged at the price ruling on the date of supply
10.4 Any unauthorised returns received by RML will be returned to the Customer at the Customer’s risk and expense. RML reserves the right to impose a handling charge of 15% of the price of the Goods on returned Goods save in circumstances where the Goods are returned by reason of defects or shortages which it is RML’s duty under the terms of this Agreement to rectify
10.5 Risk of damage to or loss to the Goods supplied on sale or return shall pass to the Customer in accordance with condition 4.2 until such time that the Goods are returned to the possession of RML and accepted. Condition 7 will apply to the passing of ownership of such Goods.
10.6 The Customer shall be responsible for all costs of transport, insurance and for ensuring that the Goods have been returned to RML by the agreed date
10.7 Goods returned shall be subject to RML’s inspection before being accepted and Goods which have been damaged in any way or are not otherwise accepted by RML will be charged to the Customer at RML’s price ruling on the date of supply
11.1 The Services shall be limited to those identified in the Acknowledgement of Order.
11.2 Unless expressly agreed in the Acknowledgement of Order the performance of the Services shall not discharge the Customer of its obligations to carry out inspections, testing and other maintenance under these conditions.
11.3 RML is responsible only for the provision of those Services specified in the Acknowledgement of Order. All other ancillary equipment and services required to deliver the Services, are the responsibility of the Customer.
11.4 Where the Services are provided at the Customer’s premises, or at a third party location, as agreed, the Customer must, at its own expense:-
a. Provide adequate access to the relevant premises for the purposes of completing the Services; and
b. Ensure all obstructions are removed from the area where the Services are to be performed;
c. Provide a clear and safe area for performance of the Services;
d. Provide power sources, electricity materials, equipment and parts (other than the Goods) and other such facilities, documentation and information (in the English language) necessary for the carrying out of the Services;
e. Ensure that working conditions meet all legislative and good practice requirements for the health and safety of RML’s employees and agents whilst carrying out the Services
f. Where the Services are to be performed outside the UK the Customer shall ensure that:-
i. working conditions meet all local legislative health and safety requirements and that working conditions are at least to the equivalent standard as that required by UK health and safety legislation and good practice
ii. personnel provided by RML are fully informed of the applicable health and safety standards and of any legal restrictions or requirements affecting (directly or indirectly) the performance of the Services
11.5 The Customer agrees to comply with its obligations promptly so as not to delay or otherwise interfere with the performance of the Services. Without prejudice to any other right or remedy of RML the Customer will pay any additional costs incurred by RML in the event of the Customer breaching this obligation.
11.6 RML shall be entitled to change or substitute the personnel it appoints to carry out the Services at its discretion.
12. Warranties and Guarantees
12.1 The Customer acknowledges that:
a. the nature of motor sport and high performance driving activities is such that the vehicles and components used for these activities have a limited life. For these reasons and because of the extreme and varied conditions that prevail in motor sport and high performance driving the specific use that the Customer makes of Goods supplied by RML and the conditions of use will greatly effect their performance, reliability and durability. No representation, warranty or guarantee is given by RML regarding the performance, reliability or durability or otherwise of the Goods in motor racing, rallying or any form of motor sports or performance driving activity.
b. RML gives no warranty in respect of the performance, durability or reliability of non-standard and prototype parts produced by it.
c. RML cannot give any warranty in respect of used parts purchased by the Customer- such parts are only examined visually for obvious defects and are purchased at the Customer’s risk.
It is fundamental that the Goods are properly tested by the Customer and regularly inspected and maintained. The Customer is aware that he must satisfy himself regarding such matters.
12.2 No representation or warranty or guarantee is given as to the suitability or fitness of the Goods and Services for any particular purpose and the Customer must satisfy himself that the Goods and Services are suitable or fit for his particular purposes.
12.3 The Customer acknowledges that working conditions during competitive motor sport events are extreme and pressurized. RML will be liable for personal injury caused by its negligence but other than this and so far as is permitted by law, no warranties or guarantees are given in respect of the Services provided during such events.
12.4 RML produces and repairs motor sport, high performance and customised vehicles that are sprayed and finished at RML’s premises. RML will carry out such work to a reasonable standard that is consistent with the standards that prevail within the motor sport industry to motor sport vehicles. The Customer acknowledges that the paint finish achievable is not comparable to that of a mass-produced road car.
13.1 Any claim alleging defects in respect of the Goods and/or the Services must be notified in writing and addressed to an Authorised Person, as soon as reasonably possible following delivery. Any defects that could not reasonably have been discovered upon proper inspection must be reported to RML as soon as reasonably practicable.
13.2 The Customer must allow RML to inspect the Goods before any further use and before the Customer makes any alteration or modification. RML may require the Goods to be returned to RML’s premises to allow a full inspection. It is the responsibility of the Customer to collect from RML’s premises any Goods returned to RML if the Customer’s claim proves to be invalid.
13.3 The Customer will be taken to have accepted the Goods, if the Goods have been altered, processed, and/or incorporated with other goods or sold by the Customer, or if the Customer does not return the Goods to RML within a reasonable time of RML’s request.
13.4 Where RML is satisfied that a properly notified defect is RML’s responsibility and is caused by any fault of RML in design, manufacture or workmanship RML will make good the defect by either (at RML’s discretion) repair or replacement.
14.1 Nothing in this Agreement shall be deemed to exclude or restrict RML’s liability for death or personal injury resulting from the negligence of RML or to restrict any statutory rights of consumers and all of the exclusions and restrictions of the liability of RML in these Conditions shall be subject to this proviso.
14.2 RML accepts no liability for:
a. Failure by the Customer to fit or operate the Goods properly in accordance with the instructions supplied
b. Modifications made to the Goods not approved by RML
c. Modifications made to the vehicle to which the Goods are fitted that affect the Goods
d. The Customer’s negligence or misuse of the Goods
e. Faults, deficiencies or errors in the Goods or their design or in the Services caused directly or indirectly by errors, mistakes or misinformation in the information or instructions given by the Customer to RML or a failure or delay by the Customer to disclose relevant information.
f. Defects arising from fair wear and tear (including the additional wear and tear that will inevitably result from any motor sport or high performance activity)
14.3 RML will not be responsible for indirect or consequential losses. RML will not in any circumstances be responsible for any loss of profit, loss of opportunity or loss of reputation of the Customer.
14.4 The total liability of RML under these terms in respect of the supply of Goods and/or the Services to the Customer, shall, so far as is permitted by law, be limited to the price paid by the Customer for the Goods and/or the Services (as the case may be) or any insurance proceeds received by RML in respect of such liability, whichever is the greater.
14.5 The Customer hereby agrees to indemnify and keep indemnified RML (on a full indemnity basis) against all claims, costs, damage, losses whatsoever made against RML by any of the Customer’s employees, customers or any other person for which liability would have been excluded by this condition if the claim had been made against RML by the Customer.
14.6 The Customer will hold harmless and indemnify and keep indemnified RML and (as a separate obligation) RML personnel engaged in providing Services to the Customer, from and against all actions, claims, liabilities, costs and demands arising out of the negligence of any of the Customer’s employees, agents and/or contractors personnel, race or rally team members or drivers working with RML personnel.
15. Events outside the control of the Parties
15.1 RML shall not be liable for any failure to deliver the Goods or provide Services arising from circumstances outside RML’s reasonable control. Non exhaustive illustrations of such circumstances would be Acts of God, war, riot, explosion, weather conditions, fire, flood, strikes, lockouts, Government action or regulations, delay by suppliers, accidents, shortage of materials or labour (due to illness or otherwise) or manufacturing facilities or breach by the Customer of its obligations under such circumstances.
15.2 Should RML be prevented from delivering Goods or providing Services in the above circumstances it shall give the Customer written notice of this fact as soon as reasonably practicable after discovering it.
15.3 If the circumstances preventing delivery Goods or providing Services are still continuing six months (or such shorter period that RML agrees is reasonable) after the Customer receives RML’s notice then either party may give written notice to the other cancelling the contract.
15.4 If the contract is cancelled in this way, RML will refund any payment which the Customer has already made on account of the price (subject to deduction of any amount RML is entitled to claim from the Customer under the contract and deducting payment for any Goods which have been delivered and for any Services provided on a pro rata basis) but RML will not be liable to compensate the Customer for any further loss or damage caused by the failure to deliver.
16.1 Subject to condition 16.2 below, an order may only be cancelled by the Customer with the written agreement of RML, and subject to the customer reimbursing RML for any costs incurred by RML in connection with the Customer’s order. A Customer may not cancel an order after work has begun and will be liable for payment of the total price for the Goods and Services.
16.2 Without prejudice to any other right or remedy available to them, either party may cancel the order if the other:-
a. is in substantial breach of these terms and conditions and (in the case of a breach capable of remedy) the breach is not remedied within 10 days (or such other reasonable period specified) of the defaulting party receiving written notice from the non defaulting party, specifying the breach.
b. makes any voluntary arrangement with its creditors or becomes subject to an administration order or becomes bankrupt or goes into liquidation (otherwise than for the purposes of solvent amalgamation or reconstruction); a charge holder takes possession, or a receiver is appointed over any of its property or assets; or it ceases or threatens to cease to carry on business; or it suffers any analogous proceedings under foreign law,
17.1 The Customer agrees to maintain all Confidential Information in the strictest confidence and to only use it exclusively for the purpose set out in the provisions of the Acknowledgement of Order or authorised in writing by RML. It shall be made available to the personnel of the Customer only insofar as it is required for such purpose, and may be disclosed to third parties only after receipt of the prior written agreement of RML and subject to the Customer ensuring such third parties comply with these confidentiality provisions. Confidential Information includes all data, documents, prototypes, engineering information, know-how, business plans and information relating to intellectual property rights and materials which are directly or indirectly disclosed to the Customer during the course of any contract and which are not in the public domain (other than because of a breach of confidentiality).
17.2 The confidentiality provisions in this condition shall remain in force notwithstanding the termination or expiry of the contract with the Customer until such time as it ceases to be confidential.
18. Intellectual Property
18.1 All intellectual property rights in the Goods and the Services and the products of the Services are, as between the parties, the property of RML
18.2 The Customer warrants that any drawings, specifications or designs provided by it or at its direction to RML, for the purposes of the Goods and/or Services shall not infringe the Intellectual Property Rights of any third party and shall so far as the parties are concerned, remain the property of RML
18.3 The Customer shall not authorise or otherwise allow any third party to do anything (including without limitation the copying or exploitation of any design or other specification of the Goods or Services) in respect of the Goods or Services that would or might invalidate or be inconsistent with the Intellectual Property Rights of RML.
18.4 The Customer shall, at the expense of RML, take all such steps as RML may reasonably require to assist RML in maintaining the validity and enforceability of the Intellectual Property Rights of RML in the Goods and Services
19. Non Solicitation
19.1 The Customer shall not during the provision of the Goods and/or Services or for six months thereafter directly or indirectly entice, solicit or endeavour to entice or solicit away from RML any employee or senior officer of RML who has been assigned to the performance and/or management of any contract with the Customer.
20.1 RML shall be entitled to refer to the Customer as a customer of RML and to the success of the Customer in motorsport and high performance driving in RML’s advertising and promotional material.
20.2 The Customer shall ensure that its personnel and drivers do not make unreasonable or unproven adverse comments about the Goods or Services or RML to the media or public.
21.1 The Customer expressly acknowledges that due to the nature of motor racing and the unforeseeable factors associated therewith nothing shall impose or imply any obligation or warranty on the part of RML as to the attainment or maintenance of any particular level of performance or reliability for the vehicles and/or team personnel supplied by it.
21.2 No waiver by RML of any breach of the contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
21.3 These terms and conditions may only be amended by formal amendment in writing signed by authorised representatives of both parties.
21.4 This contract does not create any right that can be enforced by any person other than the Customer and RML.
21.5 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected.
21.6 The contract shall be governed and construed in accordance with English Law and all disputes arising in connection with the contract shall be submitted to the exclusive jurisdiction of the English Courts.