Terms and Conditions

RICKARD INTERIORS  – CONDITIONS OF SALE

1. DEFINITIONS

1.1. “Rickard Interiors” means Rickard Interiors Ltd whose registered office is at Unit 11, Capitol Park, Pearce Way, Gloucester GL2 5YD.

1.2. The “Customer” means the persons, firm, body or company with whom Rickard Interiors contracts.

1.3. “Altro” means Altro Limited (Company Number 00154159) whose registered office is at Works Road, Letchworth Garden City, Hertfordshire SG6 1NW.

1.4. “Conditions of Sale” means these terms and conditions of sale.

1.5. “IPR” means any and all patents, trademarks, design rights (whether registered or not), copyright, know-how, trade secrets or processes.

2. GENERAL

2.1. Unless otherwise agreed by Rickard Interiors in writing, these Conditions of Sale shall apply to all orders placed with Rickard Interiors and will prevail over any terms which the Customer may purport to apply under any purchase order, confirmation order or other document. Rickard Interiors reserves the right to modify or amend these Conditions of Sale, in whole or in part, at any time by posting a revised version of these Conditions of Sale at Rickard Interiors Terms and Conditions. Any orders placed by the Customer after the posting of such revised Conditions of Sale shall be deemed acceptance by the Customer of the updated Conditions of Sale.

2.2. Any stipulations or conditions in the Customer’s order form shall be deemed to be inapplicable to any order placed with Rickard Interiors unless expressly agreed to by Rickard Interiors in writing before goods are dispatched in accordance with the order in question.

2.3. Rickard Interiors acts as an intermediary between the Customer and Altro. Altro is responsible for the fulfillment of orders placed through Rickard Interiors.

2.4. All products available for sale on the Rickard Interiors website are described on the website. There are no bespoke or printed products available.

3. ACCEPTANCE

3.1. A quotation given by Rickard Interiors is an invitation to purchase only.

3.2. A supply contract (“Contract”) shall be made on the earlier of (i) Rickard Interiors dispatching the goods in accordance with the Customer’s order or (ii) Rickard Interiors communicating acceptance of the Customer’s order in writing.

3.3. The Customer may contact Rickard Interiors via telephone or email in relation to any goods that the Customer is interested in purchasing. Rickard Interiors will provide a non-binding quotation to the Customer in relation to such goods (via telephone or email), subject to availability. The Customer’s acceptance of the quotation constitutes a binding offer to order for the goods that remains open for acceptance by Rickard Interiors.

3.4. The goods will be supplied upon completion of their manufacture. Rickard Interiors will use its reasonable efforts to supply the goods in line with the estimated timeframe provided by Altro but such estimates shall not be deemed as a guarantee of timing.

4. PRICES

4.1. Subject to any bespoke quotation provided by Rickard Interiors, the price payable for goods ordered by the Customer shall be the price stated in the Rickard Interiors price list current at the date of dispatch of such goods by Rickard Interiors unless otherwise agreed in writing between Rickard Interiors and the Customer.

4.2. Rickard Interiors shall issue an invoice to the Customer upon dispatch of the goods. The Customer shall notify Rickard Interiors in writing within thirty (30) days of receipt of invoice of any issue relating to the price charged for goods.

4.3. All prices quoted by Rickard Interiors exclude value added tax which will be charged at the rate applicable at the date of invoice unless otherwise stated by Rickard Interiors.

4.4. Prices are Ex-Works (EXW Incoterms 2020) and exclude packaging and carriage costs unless otherwise agreed in writing between Rickard Interiors and the Customer. Where applicable, the Customer shall be responsible for customs entry and paying the assessed import duties and other taxation for the goods as the ‘importer of record’.

5. PAYMENT

5.1. Time for payment shall be of the essence under the Contract.

5.2. If the Customer does not have a credit account with Rickard Interiors, then unless otherwise agreed in writing, payment for the goods and all applicable delivery charges is due on acceptance of the Customer’s order pursuant to clause 3.2.

5.3. If the Customer has a credit account with Rickard Interiors then payment is due by the 30th of the month following the month of invoice, or against receipt of cleared funds prior to dispatch of goods for pro forma Customers unless otherwise agreed in writing between Rickard Interiors and the Customer.

5.4. When an invoice is overdue for payment or when a credit limit has been reached then Rickard Interiors may, without limiting any other rights or remedies available to it:

5.4.1. withdraw credit terms; and/or

5.4.2. charge interest on the overdue amount at the rate of 4% a year above the Bank of England’s base rate from time to time. This interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

5.5. The Customer shall not be entitled to delay or withhold payment in full or in part for any reason whatsoever including any alleged defense, set-off or counterclaim.

5.6. If the goods are delivered in installments, Rickard Interiors shall be entitled to invoice the Customer as and when each installment is ready for dispatch, and payment shall be due in respect of each installment as though the goods therein comprised were the subject of a separate order, notwithstanding late delivery or non-delivery of other installments.

5.7. If Rickard Interiors agrees that the Customer may pay by installments then the Customer shall be deemed to be in default on the whole Contract in the event of non-payment of an installment by the due date and the outstanding balance of the invoiced sum shall immediately become payable by the Customer.

5.8. If so requested, the Customer shall deposit such monies (in cleared funds) with Rickard Interiors, the amount of which may be agreed between the parties from time to time, for the purpose of securing the payment by the Customer of all or any invoices associated with current Contracts and / or future orders placed with Rickard Interiors. In such circumstances, the Customer hereby irrevocably and unconditionally agrees that:

5.8.1. it shall have no right whatsoever to the return of the deposit monies and Rickard Interiors shall be under no obligation whatsoever to return the deposit monies, in circumstances where orders for goods have been, or are placed by the Customer with Rickard Interiors that await completion;

5.8.2. Rickard Interiors shall be entitled, in its absolute discretion, to withdraw and pay to itself all or any part of the deposit funds and apply such monies against any outstanding invoice(s) of the Customer (which for the avoidance of doubt shall include any applicable VAT and other applicable taxes) regardless of the solvency (or otherwise) of the Customer; and

5.8.3. Rickard Interiors shall be entitled to set off any claims it might have against the Customer in respect of any Contracts (which for the avoidance of doubt shall include any applicable VAT and other applicable taxes) against the deposit monies so held, regardless of the solvency (or otherwise) of the Customer.

5.9. If Rickard Interiors has requested such monies to be deposited by a Customer in accordance with clause 5.8 above, and in the opinion of Rickard Interiors such monies are either (i) not deposited or (ii) are insufficient for the value of the appropriate order(s) / Contract(s), Rickard Interiors may at its own discretion refuse to commence, continue or complete any order and / or Contract.

6. DELIVERY AND COLLECTION

6.1. Delivery shall be ex-works. All times and dates given for delivery of goods are estimates only and time for delivery shall not be of the essence under the Contract.

6.2. Various other delivery options are available including timed, assisted delivery, dedicated carrier. Details and charges for these services can be requested at the time of order.

6.3. When placing an Order, the Customer must inform Rickard Interiors of any factor which may affect delivery of the goods such as restricted access, weight restrictions, opening hours etc.

6.4. Unless otherwise agreed in writing between the parties, delivery is completed when Rickard Interiors places the goods at the Customer’s disposal at Rickard Interiors’ premises.

6.5. If Rickard Interiors is unable to meet any delivery date Rickard Interiors shall notify the Customer as soon as is reasonably practicable and confirm a revised delivery date. The delay shall not constitute a breach of the Contract unless the result of the willful default or negligence of Rickard Interiors and the Customer shall not be entitled to treat the Contract as thereby repudiated nor to rescind it or any other Contract with Rickard Interiors in whole or in part nor to claim for any resulting loss or damage. Rickard Interiors shall have no liability for any failure or delay in delivering an order to the extent that such failure or delay arises from the Customer’s failure to comply with its obligations under this Contract.

6.6. For the avoidance of doubt, Rickard Interiors shall have no responsibility to unload the goods at any location.

6.7. If Rickard Interiors is unable to deliver the goods for any reason, including but not limited to Customer not being present for the delivery and goods cannot be off-loaded by the Customer, the goods will be returned to Rickard Interiors (at the Customer’s risk) and the Customer will be responsible for rescheduling delivery. Rickard Interiors may store the goods until such delivery takes place and charge the Customer for all related re-delivery costs and expenses (including insurance).

6.8. The Customer shall notify Rickard Interiors in writing of any claim for loss or damage to goods in transit within fourteen (14) days of the date of dispatch (in the case of non-delivery) and within three (3) days of delivery (in the case of damage).

6.9. If the Customer arranges to collect the goods from Rickard Interiors, then delivery is complete once Rickard Interiors notifies the Customer that the goods are available for collection by the Customer. For security and identification purposes, the Customer must notify Rickard Interiors of the details of the carrier collecting the goods including the name of driver and the vehicle registration. Driver identification may be requested on arrival. If the Customer does not collect the goods on the agreed delivery date then Rickard Interiors reserves the right to charge the Customer for reasonable storage, insurance and/or warehousing costs.

7. QUALITY OF GOODS

7.1. Subject to these Conditions of Sale, the goods to be provided shall:

7.1.1. conform as to quantity, quality and description with the Customer’s order;

7.1.2. be of satisfactory materials and workmanship throughout and be executed with reasonable care and skill by properly qualified and experienced persons;

7.1.3. be equal in all material respects to any specification provided or given by Rickard Interiors; and

7.1.4. comply with any statutory rule or regulation that may be in force relating to the ordered goods.

8. ACCEPTANCE AND DEFECTIVE PRODUCTS

8.1. The Customer may reject any goods delivered to it that do not comply with clause 7, provided that:

8.1.1. notice of rejection is given to Rickard Interiors:

8.1.1.1. in the case of a defect that is apparent on normal visual inspection, within seven (7) days of delivery;

8.1.1.2. in the case of a latent defect, within a reasonable time of the latent defect having become apparent; and

8.1.2. none of the events listed in clause 8.3 apply.

8.2. If the Customer fails to give notice of rejection in accordance with clause 8.1, it shall be deemed to have accepted the goods.

8.3. Rickard Interiors shall not be liable for any failure of the goods to comply with the warranties set out in clause 7 in any of the following events:

8.3.1. the Customer makes use of the goods where a defect was apparent (visually or otherwise) or easily detectable prior to installation;

8.3.2. the Customer makes any further use of those goods after giving notice in accordance with clause 8.1;

8.3.3. the defect arises because the Customer failed to follow Rickard Interiors’ written instructions for the storage, commissioning, installation, use and maintenance of the goods or (if there are none) good trade practice regarding the same;

8.3.4. the defect arises as a result of Rickard Interiors following any drawing, design, image, uploaded file or specification supplied by the Customer;

8.3.5. the Customer alters or repairs those goods without the written consent of Rickard Interiors;

8.3.6. the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions; or

8.3.7. the goods differ from their description as a result of changes made to ensure they comply with applicable statutory, regulatory or other necessary requirements.

8.4. If the Customer rejects any goods under clause 8.1 then the Customer shall, as its sole and exclusive remedy, be entitled to require Rickard Interiors to replace the rejected goods.

8.5. Once Rickard Interiors has complied with the Customer’s request (pursuant to clause 8.4), it shall have no further liability to the Customer for the rejected goods’ failure to comply with clause 7.

8.6. The terms of this clause shall apply to any replacement goods supplied by Rickard Interiors.

9. RISK AND TITLE

9.1. The risk in the goods shall pass from Rickard Interiors to the Customer upon delivery of such goods to the Customer in accordance with clauses 6.4, 6.7 and 6.9. However, notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the Customer until Rickard Interiors has received in cash or cleared funds payment in full for all goods delivered to the Customer under this and all other Contracts between Rickard Interiors and the Customer for which payment of the full price of the goods thereunder has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other Contracts between Rickard Interiors and the Customer under which the goods are delivered.

9.2. Where payment is to be made by installments the property in respect of all goods supplied under this and all other Contracts shall not pass to the Customer until all installment payments have been made.

9.3. Where, in accordance with clause 5.8 above, Rickard Interiors has drawn down and applied all or any of the security deposit monies in satisfaction of Customer invoices, title and property in the goods, including all legal and beneficial ownership, shall pass to the Customer when all outstanding invoices (including any applicable interest) of that Customer have been paid in full, from the security deposit monies or otherwise.

9.4. Until payment in full has been made the Customer shall have possession of the goods as a bailee only, shall keep them separate from other assets and clearly marked as Rickard Interiors’ property, shall maintain them in satisfactory condition and shall not alter or add to them in any way.

9.5. The Customer shall be entitled to resell or use the goods in the normal course of the Customer’s business provided that the Customer shall remain fully accountable to Rickard Interiors for the goods and shall hold the proceeds of the sale on trust for Rickard Interiors to the extent of the Customer’s outstanding liability to Rickard Interiors under this and all other Contracts and shall promptly remit all such proceeds to Rickard Interiors until payment in full of all sums due under the Contract is made.

9.6. Property in any goods supplied shall not pass to the Customer or to any other person merely by virtue of their becoming affixed to the real or personal property of the Customer or such other person.

9.7. Rickard Interiors shall be entitled to recover payment for the goods notwithstanding that ownership of any of the goods has not passed from Rickard Interiors.

9.8. The Customer shall keep the goods fully insured against all risks at the Customer’s expense and ensure that Rickard Interiors’ interest is noted on the policy and shall, upon request, produce to Rickard Interiors a valid policy of insurance in accordance with this clause.

9.9. The Customer’s right to possession of the goods shall be terminated immediately if:

9.9.1. the Customer is subject to any of the events listed in clause 10.1 or anything analogous to the same; or

9.9.2. the Customer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other Contract between Rickard Interiors and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or

9.9.3. the Customer encumbers or in any way charges any of the goods.

9.10. The Customer grants Rickard Interiors, its agents and employees an irrevocable license at any time to enter any premises where the goods are or may be stored in order to inspect them, or, where Customer’s right to possession has terminated, to recover them.

10. DEFAULT OR INSOLVENCY

10.1. If either Rickard Interiors or the Customer:

10.1.1. commits a breach of any Contract and the breach remains unremedied twenty one (21) days after written notice by the other party;

10.1.2. makes or offers to make any composition with creditors;

10.1.3. commits any act of bankruptcy;

10.1.4. is the subject of any resolution or petition to wind-up the business (other than for the purpose of amalgamation or reconstruction);

10.1.5. has an administrator, receiver or administrative receiver appointed, then the other party may terminate the Contract forthwith by giving written notice to the other party to that effect.

10.2. Where the Customer is in default of any payment or any term as to payment, whether under the Contract in question or any other Contract with Rickard Interiors or otherwise from time to time due to Rickard Interiors from the Customer, or is subject to clauses 10.1.1 to 10.1.5 above, then all sums owed to Rickard Interiors by the Customer under all Contracts with Rickard Interiors shall become immediately due and payable and Rickard Interiors may:

10.2.1. cancel all relevant Contracts;

10.2.2. cease making any further deliveries to the Customer;

10.2.3. require the Customer by not less than seven (7) days’ notice in writing to deliver up to Rickard Interiors all and any goods in the Customer’s possession which are the property of Rickard Interiors;

10.2.4. enter the premises of the Customer to take possession of Rickard Interiors’ goods (using reasonable force if necessary but making good any damage thereby caused); or

10.2.5. sell the repossessed goods and apply the proceeds of sale towards satisfaction of the Customer’s liability to Rickard Interiors under the Contract of sale;

and Rickard Interiors shall further be entitled:

10.2.5.1 to recover damages in respect of any loss or damage caused by the failure of the Customer to make payment in full by the due date; and

10.2.5.2 to be indemnified by the Customer against all legal and other costs incurred or paid by Rickard Interiors in the process of seeking to regain possession of goods which were in the power, custody or possession of the Customer and to which title was vested in Rickard Interiors, whether by virtue of general law or under the Contract in question or any other Contract with the Customer.

10.2.5.3 to be indemnified by the Customer against all legal and any other costs incurred in the recovery of all monies owing.

11. LIEN

11.1. In addition to any right of lien to which Rickard Interiors may by law be entitled, in the event of the Customer’s insolvency, Rickard Interiors shall be entitled to a general lien on all goods of the Customer in Rickard Interiors’ possession (whether paid for or otherwise) for the unpaid price of any other goods sold and delivered to the Customer by Rickard Interiors under the same or any other Contract.

11.2. In the case of any default of any term as to payment in respect of any Contract Rickard Interiors reserves the right on the expiration of seven (7) days’ notice to the Customer to resell any such goods in its possession, or any goods repossessed in accordance with clause 9, and to apply the proceeds of the sale to settle the Customer’s debt to Rickard Interiors.

12. LIABILITY

12.1. Nothing in these Conditions of Sale limits or excludes Rickard Interiors’ liability for:

12.1.1. death or personal injury caused by Rickard Interiors’ negligence;

12.1.2. fraud or fraudulent misrepresentation;

12.1.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

12.1.4. any other liability that cannot be limited or excluded by law.

12.2. Subject to clause 12.1, Rickard Interiors will under no circumstances be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

12.2.1. any loss of profits, sales, business, or revenue;

12.2.2. loss or corruption of data, information or software;

12.2.3. loss of business opportunity;

12.2.4. loss of anticipated savings;

12.2.5. loss of goodwill; or

12.2.6. any indirect or consequential loss.

12.3. Subject to clause 12.1, Rickard Interiors’ total liability to the Customer for all losses arising under or in connection with any Contracts (collectively), whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed £100,000.

12.4. Except as expressly stated in these Conditions of Sale, Rickard Interiors does not give any representations, warranties or undertakings in relation to the goods. Any representation, condition or warranty which might be implied or incorporated into these Conditions of Sale by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, Rickard Interiors will not be responsible for ensuring that the goods are suitable for the Customer’s purposes.

12.5. Any advice or recommendation given by Rickard Interiors or its employees or agents to the Customer or its employees or agents as to the storage, installation, application or use of the goods which is not confirmed in writing by Rickard Interiors is followed or acted upon entirely at the Customer’s own risk and accordingly Rickard Interiors shall not be liable for any such advice or recommendation which is not so confirmed.

12.6. In the event of any resale by the Customer, the Customer shall similarly exclude liability and shall indemnify and will keep indemnified Rickard Interiors against all liabilities, damages, losses, costs and expenses suffered or incurred by Rickard Interiors and arising as a result of any such resale.

13. EXPORT LIABILITY

The Customer shall ensure that all import regulations of the country of destination and all local and national regulations and/or requirements which relate to the sale and use of the goods in that country are satisfied and shall indemnify and keep indemnified Rickard Interiors against all damages, losses, costs, expenses, claims and demands suffered or incurred by Rickard Interiors arising directly or indirectly from the sale and use of the goods.

14. FORCE MAJEURE

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control (including but not limited to governmental or regulatory actions, orders, laws, regulations, restrictions, riots, civil commotion, war (declared or undeclared), acts of terrorism, labour disputes, strikes, prolonged energy supply shortages, transportation disruptions, embargoes (inability to procure or lack of supplies, equipment or production facilities), traffic disruptions, operational disruptions, default of subcontractors or suppliers (to the extent caused by a force majeure event), pandemics, epidemics, fires, earthquakes, floods, hurricanes, typhoons, explosions and accidents). In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this Contract by giving one (1) month’s written notice to the affected party.

15. SELECTION OF GOODS

The selection of goods is a matter solely for the Customer who is strongly advised to ascertain in advance whether the goods are suitable for the purpose for which they are required.

16. SPECIFICATIONS

16.1. All illustrations and descriptions issued by Rickard Interiors are of an informative nature only and are not part of any specification.

16.2. Rickard Interiors reserves the right to modify any specification of any goods as necessary or as required by any applicable statutory or regulatory requirement.

16.3. Rickard Interiors shall not in any event be liable for the inaccuracy of any information or document not originating from Rickard Interiors.

16.4. All specifications, illustrations and descriptions are copyright protected and remain the property of Rickard Interiors at all times. They may not be copied or released to third parties and must be returned to Rickard Interiors at its request at any time.

17. CANCELLATIONS

Cancellation of an order, or part of an order, by the Customer shall be on such terms as agreed by Rickard Interiors, in writing.

18. ALTERATIONS

Goods supplied by Rickard Interiors shall not be altered or modified by the Customer in any way.

19. WAIVER

The failure of either party to insist upon the strict performance of any provision of these Conditions of Sale shall not be deemed to be a waiver of that party’s rights and remedies nor shall it constitute a precedent as regards subsequent contracts.

20. SEVERANCE

If any provision of these Conditions of Sale shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Conditions of Sale which shall remain in full force and effect.

21. THIRD-PARTY RIGHTS

A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

22. LAW AND JURISDICTION

The agreement between the parties shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts.

23. ANTI-BRIBERY & MODERN SLAVERY

Rickard Interiors has strict anti-bribery and modern slavery policies. Rickard Interiors will not engage in bribery, corruption or modern slavery in any form and has a zero-tolerance approach to breaches whether it involves private individuals or public officials. A full copy of our policies is available upon request.

24. PRIVACY POLICY

For details of how we deal with personal data, please visit our Privacy Policy at Rickard Interiors Privacy Policy. If you have any questions about how we deal with personal data or you would like a copy of our privacy policy, please contact us at shop@rickardinteriors.co.uk.

Effective April 2024