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
- Defined Terms
|Acknowledgement of Order||means a written acceptance by RML Group of the Order.|
|“Authorised Person”||means an RML Group Director or the manager assigned to your order by RML Group. If you have received a quotation the manager assigned to your order will be named on your quotation as the person submitting the quotation.|
|“Contract”||means the contract between RML Group and the Customer for the sale and purchase of the Goods in accordance with these terms and conditions.|
|“The Customer”||means the person, firm or company who contracts to purchase Goods and/or Services from RML Group.|
|“Goods”||means the equipment or parts provided to the Customer whether as a product of the Services or otherwise.|
|“Order”||means the Customer’s order for the Goods and/or Services, as set out in the Customer’s purchase order form, the Customer’s written acceptance of RML Group’s quotation, or attached, as the case may be.|
|“RML Group”||means RML Group Limited a company registered in England and Wales, Company Number 01829156 of Whittle Close, Wellingborough, Northants NN8 6TY, UK or any associated or subsidiary company of RML Group Limited.|
|“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).|
|“Specification”||means the specification for the Goods and/or Services, including any related plans and drawings, that is agreed in writing by the Customer and RML Group.|
- Where the word “including,” “include”, “in particular” or similar expression appears in these terms and conditions it is to be understood as illustrative and shall not limit the sense of the words preceding those terms.
- Words in the singular include the plural and in the plural include the singular.
- Where RML Group’s agreement, confirmation or approval is referred to or required in these terms and conditions it must be obtained in writing from an Authorised Person.
- By law consumers have additional statutory rights. These rights are unaffected by these terms and conditions.
- Headings are for convenience only and are not intended to affect interpretation.
- Order Procedures
- Quotations are given in good faith but are not binding on RML Group. As circumstances can change, all quotations are subject to confirmation in writing by RML Group upon receipt of the Order.
- Although RML Group will try to ensure the information provided when a Customer contacts RML Group about the Goods and Services, is accurate, RML Group may not be aware of all the circumstances that may affect your choice. Unless verbal information or advice is confirmed by RML Group 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.
- These terms and 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.
- An Order for the Goods and/or Services shall constitute an offer by the Customer to buy Goods and/or Services in accordance with and subject to these terms and conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate. RML Group will only have accepted that offer only when RML issues an Acknowledgement of Order. Such acceptance shall take effect only on these RML Group terms and conditions of sale, at which point the Contract between the parties shall come into existence.
- The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these terms and conditions.
- Description of Goods and Services
- The Goods and/or Services are described in the Specification. Where the Specification contains general provisions rather than a detailed description, RML Group shall be entitled to fulfil the Specification in any reasonable manner. Should the Customer require RML Group to comply with any specific requirement it has at a later date in order to fulfil the Specification, RML Group shall be entitled to charge the additional costs it incurs to the Customer in accordance with condition 6.
- Much of RML Group’s Goods and Services are customised or involve the modification of standard parts. Any samples, drawings, descriptions, example specifications and performance indicators contained in catalogues, price lists and other leaflets or descriptive matter or pre contractual information produced by RML Group are for illustration and guidance only. Unless expressly stated in the Specification they do not form part of the Contract nor have any contractual force.
- In respect of Goods manufactured by a third party and sold by RML Group unmodified:
- RML Group 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.
- Sizes, colour, specification and fitting may vary dependent upon the make and model of the Customer’s vehicle.
- 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.
- Unless RML Group 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.
- Goods to be used in motorsport will be built to the sporting or championship regulations as at the date specified in the Contract. If no date is specified then the Goods will be built to the regulations that prevailed when RML Group provided its quotation or (if none was provided) at the date of the Order. If these regulations change then work required to make the Goods and/or Services compliant will incur additional cost which will be payable by the Customer in accordance with condition 6.6 or (where applicable) condition 6.7 unless otherwise expressly agreed in the Contract.
- 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.
- Delivery and Risk
- Delivery of the Goods shall take place when the Customer or its carrier collects the Goods from RML Group’s premises, such collection to take place within five working days after RML Group has notified the Customer that the Goods are ready for collection, or, if some other place for delivery is agreed by RML Group, by RML Group delivering the Goods to that place.
- 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 Group agrees to store the Goods then the Goods will nevertheless remain at the Customer’s risk and should be insured by the Customer.
- Unless it is agreed by RML Group in the Contract 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 Group for dispatch of the Goods and/or the performance of the Services is given in good faith as an estimate only. Whilst RML Group 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.
- The Customer will provide at its expense at the place of delivery adequate equipment and manual labour for loading (and unloading) the Goods.
- Where the Goods are to be delivered in instalments, each delivery is a separate Contract under these terms and conditions. Failure by RML Group 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.
- 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.
- 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 Group. Because of the specialised nature of the Goods and Services, inspections should always be undertaken by properly qualified engineers and mechanics.
- If RML Group requires the Customer to return any packaging materials to RML Group, it will notify the Customer accordingly on or before delivery. The Customer shall make any such packaging materials available for collection at such times as RML Group shall reasonably request.
- Failed Delivery
- If the Customer or its carrier fails to take delivery of the Goods or fails to give RML Group 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 Group, RML Group may exercise any one or more of the following rights:
- 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
- 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 .
- Price and Payment
- The price will be the price for the Goods and/or Services as shown on the Order accepted by the Acknowledgement of Order or if no price is given then the price for the Goods and/or Services in the price list in force at the date of delivery or deemed delivery. Time for payment is of the essence.
- RML Group may by giving notice to the Customer at any time before delivery increase the price of the Goods and/or Services to reflect any increase in the cost of the Goods and/or Services as a result of changes requested by the Customer and agreed by RML Group to the delivery date(s), quantities, quality or types of Goods and/or Services ordered, or to the Specification.
- 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. Prices do not include the cost of re-usable packaging retained by the Customer, such as travel crates, unless otherwise specified in the Contract and such packaging will be invoiced at an additional charge.
- RML Group 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, or increase in the cost of RML Group in complying with the Contract as a result of changes in legislation. RML Group shall notify Customers of any proposed increase in price. Where the increase is more than 5% of the price RML Group shall offer Customers the opportunity not to proceed with the Contract provided RML Group is paid for the work carried out and costs it has reasonably incurred up to that point.
- Where RML Group 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 Group in respect of the performance of the Services unless otherwise specified in the Contract. The Customer must also provide and pay for suitable transport for RML Group 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: –
- promptly obtaining all relevant licences permits and visas
- reasonable travel costs to and from the UK in respect of home visits allowed by RML Group to its personnel
- the cost of any additional medical insurance for RML Group personnel (if required by RML Group)
- Payment must be made without set off, counterclaim, deduction or withholding (except for any deduction or withholding required by law) within 28 days of RML Group’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 Group 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 Contract by RML Group.
- 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 Group personnel). The Customer shall pay such costs within 28 days of RML Group’s invoice, notwithstanding that Goods and/or Services may have been delivered and other payments made. RML Group 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.
- If the Customer fails to make any payment on or before the time specified for payment then, without prejudice to any other right or remedy available to RML Group 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:-
- Cancel the Contract and/or suspend any further deliveries to the Customer;
- 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 Group and the Customer) as RML Group may think fit (notwithstanding any purported appropriation by the Customer);
- 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 Group in the collection of overdue monies.
- Exercise a general lien on all property of the Customer in its possession, custody or control for all sums due to RML Group. RML Group 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 Group within the 28 day notice period then RML Group shall be entitled to sell all or any part of the Customer’s property in RML Group’s possession, custody or control as agent for and at the expense of the Customer and RML Group 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 Group by the Customer. Upon accounting to the Customer for the balance remaining (if any) after payment of any sum due to RML Group and the costs of sale and disposal, RML Group shall be discharged of any liability whatsoever in respect of the Customer’s property.
For the avoidance of doubt RML Group 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. In the event of the Company exercising its remedy under condition 6.8.a the Customer shall in addition be liable for costs incurred in respect of Goods that are in the course of manufacture and/or ready for despatch.
- If payment by the Customer is not made in the currency required under these terms and conditions then RML Group will convert the payment into the correct currency at the rate of exchange prevailing at the Bank used by RML Group. If the rates and cost of exchanging the currency together with any premiums, commissions, bank charges or other consequential costs incurred by RML Group when deducted from the payment made by the Customer result in RML Group receiving less than the full payment then the Customer will pay the shortfall to RML Group upon demand.
- The Customer shall pay to RML Group on demand all receiving bank charges incurred by RML Group arising from any act or omission of the Customer.
- Each Contract with the Customer is subject to RML Group being satisfied with the Customer’s credit status both prior to and during the Contract. If RML Group becomes dissatisfied with the Customer’s credit status it may require security for payment before continuing with or delivery of any Order.
- Ownership of RML Group Goods
- Ownership of the Goods will not pass to the Customer until RML Group has received in cash or cleared funds payment in full of the price of the Goods and Services by the Customer, notwithstanding such Goods and/or Services may have been delivered to the Customer.
- Until such time as ownership of the Goods passes to the Customer, the Customer holds the Goods on RML Group’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 Group’s property. Until the Customer owns the Goods the Customer must not resell them or use them as security for any debt.
- Until the Customer owns the Goods, RML Group shall be entitled at any time to require the Customer to return the Goods to RML Group and, if the Customer fails to do so, the Customer gives RML Group 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
- Safety and General Testing
- The Customer acknowledges that the vehicles and components provided by RML Group are specialist items containing many non standard and prototype parts and technology and that driving such vehicles whether on track, or within a motor sport or high performance activity 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, with appropriate training.
- The Customer shall ensure the safe use, storage, servicing, maintenance and repair of the Goods in accordance with RML Group instructions, recommendations and specified operating parameters to not less than the minimum standards suggested by RML Group. In particular, the Customer undertakes to ensure that a properly qualified, trained and experienced mechanic examines the vehicle and any Goods fitted to the vehicle and carries out appropriate inspections, testing, repair and preparation in accordance with RML Group recommendations and best current practice, prior to the vehicle participating in motor sport or any form of on-track and/or high performance activity.
- The Customer shall use the Goods for the purpose for which they are produced, manufactured and sold by RML Group 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 Group and otherwise in accordance with the operational instructions issued by RML Group from time to time.
- The Customer will hold RML Group harmless and indemnify and keep indemnified RML Group from and against all claims, damages and/or losses arising directly or indirectly from any failure by the Customer to comply with these terms and conditions. The obligations and indemnity in this condition 8 shall survive the expiry of termination of the Contract.
- Goods supplied for Use on Public Roads
- Where RML Group supplies a vehicle for use on public roads RML Group will state the regulations (as at a specified date) to which the vehicle will be built as part of the Contract. If no date is specified then the Goods will be built to the regulations that prevailed when RML Group provided its quotation or (if none was provided) at the date of the Order. The Customer must satisfy itself that such regulations cover its intended use of the vehicle.
- 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. Any work required to make the Goods compliant will incur additional cost which will be payable by the Customer in accordance with condition 6.6 or (where applicable) condition 6.7 unless otherwise expressly agreed in the Contract.
- Where RML Group supplies parts for use on public roads RML Group 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.
- Unless expressly agreed in the Contract the performance of the Services shall not discharge the Customer of its obligations to carry out inspections, testing and other maintenance under these terms and conditions.
- RML Group is responsible only for the provision of those Services, goods and equipment specified in the Order and confirmed in the Acknowledgement of Order. All other ancillary equipment and services required to deliver the Services, are the responsibility of the Customer.
- 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:-
- Provide adequate access to the relevant premises for the purposes of completing the Services; and
- Ensure all obstructions are removed from the area where the Services are to be performed;
- Provide a clear and safe area for performance of the Services;
- 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;
- Ensure that working conditions meet all legislative and good practice requirements for the health and safety of RML Group’s employees and agents whilst carrying out the Services; and
- Where the Services are to be performed outside the UK the Customer shall ensure that:-
- 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; and
- personnel provided by RML Group 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.
- 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 Group the Customer will pay any additional costs incurred by RML Group in the event of the Customer breaching this obligation.
- RML Group shall be entitled to change or substitute the personnel it appoints to carry out the Services at its discretion.
- Warranties and Guarantees
- The Customer acknowledges that:
- The specialist nature of the Goods will mean Goods supplied by RML Group that are non-standard, bespoke or modified are likely to have undergone limited testing and the specific use that the Customer makes of Goods supplied by RML Group and the conditions of use will greatly effect their performance, reliability and durability. Whilst RML Group may provide estimates of the life of any Goods it supplies; no warranty or guarantee is given that the Goods will achieve this estimate. No representation, warranty or guarantee is given by RML Group regarding the performance, reliability or durability or otherwise of the Goods.
- No representation, warranty or guarantee is given by RML Group 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.
- 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.
- The Customer acknowledges that working conditions during motor sport events, track events and high performance activities are extreme and pressurized. RML Group 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 and activities.
- RML Group produces customised vehicles that are hand sprayed and finished at RML Group’s premises. The Customer acknowledges that the paint finish achievable is not comparable to that of a mass-produced road car.
- 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 Group as soon as reasonably practicable.
- The Customer must allow RML Group to inspect the Goods before any further use and before the Customer makes any alteration or modification. RML Group may require the Goods to be returned to RML Group’s premises to allow a full inspection. It is the responsibility of the Customer to collect from RML Group’s premises any Goods returned to RML Group if the Customer’s claim proves to be invalid.
- 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 report the defect in accordance with condition 12.1, or otherwise fails to return the Goods to RML Group within a reasonable time of RML Group’s request.
- Where RML Group is satisfied that a properly notified defect is RML Group’s responsibility and is caused by any fault of RML Group in design, manufacture or workmanship RML Group will make good the defect by either (at RML Group’s discretion) repair or replacement. These terms and conditions shall apply to any repair or replacement.
- Nothing in this Agreement shall be deemed to exclude or restrict RML Group’s liability for death or personal injury resulting from the negligence of RML Group or fraud or fraudulent misrepresentation or any matter in respect of which it would be unlawful for the Company to exclude or restrict liability and all of the exclusions and restrictions of the liability of RML Group in these terms and conditions shall be subject to this proviso.
- RML Group accepts no liability for:
- Failure by the Customer to fit or operate the Goods properly in accordance with the instructions supplied;
- Modifications made to the Goods not approved by RML Group;
- Modifications made to the vehicle to which the Goods are fitted that affect the Goods;
- The Customer’s negligence or misuse of the Goods;
- 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 Group or a failure or delay by the Customer to disclose relevant information; and
- 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).
- RML Group shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any direct or indirect loss of profit, depletion of goodwill or any indirect or consequential loss arising under or in connection with the Contract;.
- The total liability of RML Group 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 price of the Goods and Services.
- The Customer hereby agrees to indemnify and keep indemnified RML Group (on a full indemnity basis) against all claims, costs, damage, losses whatsoever made against RML Group 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 Group by the Customer.
- The Customer will hold harmless and indemnify and keep indemnified RML Group and (as a separate obligation) RML Group 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, team members or drivers working with RML Group personnel. This condition 13.6 shall survive the expiry of termination of the Contract.
- Events outside the control of the Parties
- RML Group shall not be liable for any failure to deliver the Goods or provide Services arising from circumstances outside RML Group’s reasonable control including 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.
- Should RML Group 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.
- If the circumstances preventing delivery Goods or providing Services are still continuing six months (or such shorter period that RML Group agrees is reasonable) after the Customer receives RML Group’s notice then either party may give written notice to the other cancelling the Contract.
- If the Contract is cancelled in this way, RML Group will refund any payment which the Customer has already made on account of the price (subject to deduction of any amount RML Group 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 and deducting the cost of any raw materials ordered and paid for by RML Group which RML Group agrees to make available to the Customer) but RML Group will not be liable to compensate the Customer for any further loss or damage caused by the failure to deliver.
- An Order under a Contract may only be cancelled by the Customer with the written agreement of RML Group, and subject to the customer reimbursing RML Group for any costs incurred by RML Group in connection with the 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.
- This condition applies if: –
- The Customer becomes insolvent or makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or a firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or: –
- an encumbrance takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets of the Customer; or
- the Customer is unable to pay its debts as they fall due; or
- the Customer ceases, or threatens to cease, to carry on business; or
- the Company reasonably suspects that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly; or
- the Customer is otherwise in material breach of any term of the Contract and fails to remedy that breach (if it is capable of remedy) within 10 days of being requested to do so by RML Group.
- If this condition applies, then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without liability to the Customer, and if the Goods have been delivered but not paid for, the price shall become immediately due and payable not withstanding any previous agreement or arrangement to the contrary.
- 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 Contract or authorised in writing by RML Group. 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 Group 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).
- 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.
- Intellectual Property
- 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 Group.
- The Customer warrants that any data, information, drawings, software, specifications and/or designs provided by it or at its direction to RML Group, for the purposes of the Goods and/or Services shall not infringe the intellectual property rights, confidentiality or other rights of any third party and the Customer shall indemnify and keep indemnified RML Group against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by RML Group in connection with any claim made against RML Group for actual or alleged infringement of a third party’s intellectual property rights, confidentiality or other rights, arising out of or in connection with RML Group’s use of the data, information, drawings, software, specifications and/or designs provided to RML Group by or at the direction of the Customer. This condition 18.2 shall survive termination or expiry of the Contract.
- 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 Group.
- The Customer shall, at the expense of RML Group, (and whether before or after the termination or expiry of the Contract) take all such steps as RML Group may reasonably require to assist RML Group in maintaining the validity and enforceability of the intellectual property rights of RML Group in the Goods and Services.
- Non Solicitation
- The Customer shall not during the Contract or for six months thereafter directly or indirectly entice, solicit or endeavour to entice or solicit away from RML Group any employee or senior officer of RML Group who has been assigned to the performance and/or management of any Contract with the Customer.
- Throughout the Contract and after the Contract has expired or terminated:
- RML Group shall be entitled to refer to the Customer as a customer of RML Group and to the success of the Customer in using the Goods and/or Services in RML Group’s advertising and promotional material.
- The Customer shall ensure that its personnel and drivers do not make unreasonable or unproven adverse comments about the Goods or Services or RML Group to the media or public.
- The Customer expressly acknowledges in relation to any Goods and Services provided for motorsport 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 Group as to the attainment or maintenance of any particular level of performance or reliability for the vehicles and/or team personnel supplied by it.
- No waiver by RML Group 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.
- These terms and conditions may only be amended by formal amendment in writing signed by an Authorised Representative of RML Group.
- This Contract does not create any right that can be enforced by any person other than the Customer and RML Group.
- Any notice required or permitted to be given by either party to the other under these terms and conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Any notice may be delivered personally, or by posted letter (in the UK), electronic mail or facsimile transmission and shall be deemed to have been served, if sent by post in the UK 48 hours after posting or if delivered by hand, upon delivery and if by electronic mail or facsimile transmission sent during usual UK business hours then when despatched (otherwise such email or fax transmission shall be deemed to have been received the next UK working day).
- If any provision of these terms and 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 terms and conditions and the remainder of the provision in question shall not be affected.
- The Contract constitutes the entire agreement and understanding between RML Group and the Customer and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the Contract.
- 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.