Rock Solid Terms and Conditions of Sale
1. Definitions
‘Business Day’ means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
‘the Conditions’ means the terms and conditions of sale set out in this document.
'the Contract' means the contract between the Customer and Rock Solid for the sale of Goods comprising the written acceptance of an Order and in accordance with these Conditions.
'the Customer' means the person or organisation who purchases the Goods from Rock Solid.
‘the Goods’ means the goods (or any part of them) set out in the Order.
‘the Order’ means the Customer’s order for the Goods as set out in the online purchase order form.
‘Rock Solid’ means Rock Solid Distribution Limited (company no. 06834588) whose registered office address is First Floor Flat, 19 Brigstocke Road, St Pauls, Bristol BS2 8UF.
2. Acknowledgement
All orders accepted by Rock Solid are subject to the following Conditions which shall be deemed to be incorporated into the Contract. By the placement of an Order (by whatever means) the Customer will be deemed to have acknowledged and accepted the said Conditions and will be bound by them notwithstanding any terms which the Customer may seek to impose or incorporate into the Contract. Any variation to these Conditions shall be inapplicable unless agreed in writing by Rock Solid in accordance with clause 11.6 of these Conditions.
The Customer acknowledges and accepts that some Goods are available to purchase on a pre-order model for the upcoming season. Where Goods are pre-ordered before they have been manufactured, the Goods will not be available until the delivery estimates provided in Rock Solid’s website or as stated in the Order. The Customer accepts that by placing a pre-order for Goods they are entering into a legally binding contract for the purchase of Goods and will be required to make payment for the Goods on Delivery of the Goods pursuant to these Conditions.
Where the Customer is a limited company and sums become payable to Rock Solid by that Customer, the directors of that Customer guarantee to Rock Solid, by the acceptance of these Conditions, the due payment of all sums due to us by that Customer.
3. Basis of Contract
3.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing.
3.2 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 Conditions.
3.3 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate. Any quotation for the Goods given by Rock Solid shall not constitute an offer.
3.4 The Order shall only be deemed to be accepted when Rock Solid issues a written acceptance of the Order, at which point the Contract shall come into existence.
3.5 Once the Order is accepted by Rock Solid, the Customer cannot change its Order without Rock Solid’s agreement in writing. By placing an Order the Customer acknowledges that any changes to its Order may delay the delivery timeframe. If the Customer amends its Order it shall be liable to pay to Rock Solid all costs reasonably incurred by Rock Solid in fulfilling the Order up until the date of deemed receipt of the amendment.
3.6 Without limiting any other rights or remedies which may apply, Rock Solid reserves the right to cancel any Contract at any time. When it does so Rock Solid will refund to the Customer any sums paid by the Customer to Rock Solid in relation to such Contract after deducting the sums paid in respect of Goods already delivered.
3.7 If any Goods are purchased on pre-order, the Customer and the Supplier may cancel the Contract by serving written notice at any time after 12 months from the date of the Order if the Goods have not been delivered within 12 months from the date of the Order. If either party serves notice to cancel an Order pursuant to this clause 3.7, Rock Solid shall have no liability to the Customer for any failure to deliver the Goods pre-ordered.
4. Goods
4.1 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
4.2 The Goods supplied to the Customer by Rock Solid under the Contract shall:
(a) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by Rock Solid;
(b) be free from material defects in design, material and workmanship; and
(c) comply with all applicable statutory and regulatory requirements.
4.4 Any samples, drawings, descriptive matter or advertising produced by Rock Solid and any descriptions or illustrations contained in Rock Solid’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract and shall not have any contractual force.
4.5 The display and colour capabilities of the Customer’s monitor may greatly affect the colour of the Goods seen on the screen when ordering through Rock Solid’s website. Consequently Rock Solid cannot guarantee that the colour, texture or details of the Goods as seen by the Customer on Rock Solid’s website will be the same as the actual Goods delivered. Subject to clause 4.2, Rock Solid shall not be liable for any differences in the Goods as seen on the website and the actual Goods delivered.
4.6 The Customer confirms that it realises the implications of selling age restricted products and that it is the responsibility of the Customer to ensure its own customers are of legal age before selling such products to them.
5. Delivery
5.1 Rock Solid may notify the Customer when the Goods are ready for delivery and if it does so the parties shall agree an approximate time and date of delivery within five Business Days of such notification. Rock Solid will deliver the Goods to the location set out in the Order or such other location as the parties may agree (‘the Delivery Location’).
5.2 Any dates quoted for delivery are approximate only and the time of delivery is not of the essence. Rock Solid shall not be liable for any delay in delivery of the Goods that is caused by any event set out in clause 10 or the Customer’s failure to provide Rock Solid with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.3 Delays in the delivery of an Order shall not entitle the Customer to:
(a) refuse to take delivery of the Order;
(b) claim damages; or
(c) terminate this agreement (other than pursuant to clause 3.7). Rock Solid shall have no liability for any failure or delay in delivering an Order to the extent that such failure or delay is caused by the Customer’s failure to comply with its obligations under the Contract.
5.4 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location. Standard deliveries take place Monday to Friday between 9 am and 6 pm. The fees for standard deliveries are set out in clause 6. Additional fees apply for weekend deliveries. Details of the additional delivery fees are available on request.
5.5 Rock Solid may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.6 For deliveries to the UK mainland delivery will be attempted twice with a calling card being left each time. The Customer may call the number on the card to arrange a more suitable time for re-delivery.
5.7 If the Customer fails to take delivery of an Order within five Business Days of Rock Solid notifying the Customer that the Order is ready for delivery, then, except where that failure or delay is caused by Rock Solid’s failure to comply with its obligations under the Contract:
(a) delivery of the Order shall be deemed to have been completed at 9.00 am on the fifth Business Day following the day on which Rock Solid notified the Customer that the Order was ready for delivery;
(b) Rock Solid shall store the Goods until delivery takes place; and
(c) as consideration for Rock Solid’s storage of the Goods, the Customer shall be liable to pay an additional sum equal to 20% of the price of the Goods and the purchase price set out in the Order shall be deemed to be increased by such amount.
5.8 If the Customer does not call within the set time provided on the second calling card, fails to take delivery within 5 Business Days of the date of the second calling card or if the delivery cannot be made or is impracticable on any occasion because of access problems or because there was no-one at the delivery address ages 18 or over to sign for the Goods then Rock Solid may cancel the relevant Order and deduct a charge for Rock Solid’s administration, transit and storage (which will be no more than 20% of the price of the relevant Goods) from the Customer or the Customer’s refund (if applicable). Delivery charges will not be refunded.
6. Prices and Payments
6.1 The price of the Goods shall be the price set out in Rock Solid’s current price list in force which can change from time to time.
6.2 Rock Solid may, by giving notice to the Customer at any time up to 20 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to any factor beyond Rock Solid’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs).
6.3 The price of the Goods is exclusive of the amounts in respect of the value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from Rock Solid, pay to Rock Solid such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
6.4 The price of the Goods is exclusive of the cost and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer. All deliveries to the UK mainland will attract a £7.00 (excluding VAT) delivery charge, which will be payable by the Customer to Rock Solid in addition to the price of the Goods.
6.5 For deliveries to the Channel Islands, Scottish Highlands, Northern Ireland or Europe, the delivery cost may differ from one order to the next, depending on the which courier is cheapest at the time of shipping.
6.6 In addition to those delivery charges set out in Clauses 6.4 and 6.5 extra charges may be payable by the Customer in any of the follow circumstances:
If the Customer changes the delivery date at short notice;
If the Goods need to be re-delivered due to access problems at the delivery address;
If the Goods need to be re-delivered as there was no-one at the delivery address ages 18 or over to sign for the Goods at the time of delivery; and
If the delivery is more costly and/or takes longer than it otherwise would have done because of any special factors the Customer failed to tell Rock Solid about at the time it placed the relevant Order.
6.7 Rock Solid shall be entitled to invoice the Customer for each Order on or at any time after the Order has been accepted.
6.8 The price of the Goods and applicable additional charges must be paid in full and in cleared funds at the time of the Order being placed or, if the Customer has an authorised credit account with Rock Solid, within the set terms of the invoice (payment on delivery, 7 days after the delivery or within 30 days of the date of Rock Solid’s invoice). Time of payment is of the essence.
6.9 Where the Customer’s Order is not accepted by Rock Solid any sums paid by the Customer to Rock Solid in relation to the relevant Order will be promptly refunded.
6.10 The Customer shall make the payments to the bank account nominated in writing by Rock Solid.
6.11 If the Customer fails to make any payment due to Rock Solid under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8.5% per annum. Such interest shall accrue on a daily basis from the due date until the date of the actual payment of the overdue amount, whether before or after judgement. The Customer shall pay the interest together with the overdue amount.
6.12 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding (except as required by law) and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the supplier in order to justify withholding payment of any such amount in whole or part. Rock Solid may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Rock Solid to the Customer.
7. Title and Risk
7.1 The risk in the Goods shall pass to the Customer on delivery.
7.2 Subject to clause 7.4, title to the Goods shall not pass to the Customer until Rock Solid has received payment in full (in cash or cleared funds) for:
the Goods; and
any other Goods that Rock Solid has supplied to the Customer in respect of which payment has become due.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Rock Solid’s property;
maintain the Goods in a satisfactory condition and keep them insured against all risk for their full price from the date of delivery;
not remove, deface or obscure any identifying mark or packaging on or relating to those Goods; and
give Rock Solid such information relating to the Goods as Rock Solid may require them from time to time.
7.4 Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Rock Solid receives payment for the Goods. However if the Customer resells the Goods before such time:
it does so as principal and not as Rock Solid’s agent;
title to those Goods shall pass from Rock Solid to the Customer immediately before the time at which resale by the Customer occurs; and
the price for the Goods shall become payable immediately.
7.5 If, before the title in the Goods passes to the Customer, the Customer becomes subject to any events listed in clause 8.2 or Rock Solid reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, without limiting any other right or remedy Rock Solid may have, Rock Solid may at any time:
require the Customer to deliver up the Goods;
if the Customer fails to do so promptly, enter the premises of the Customer or of any third party where the Goods are stored in order to recover them, and
the Customer’s right to resell the Goods pursuant to clause 7.4 or use them in the ordinary course of business, ceases immediately.
8. Customer’s Insolvency or Incapacity
8.1 If the Customer becomes subject to any of the events listed in Clause 8.2, or Rock Solid reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to Rock Solid, Rock Solid may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and Rock Solid without incurring any liability to the Customer, and all moneys owed by the Customer to Rock Solid shall become immediately due and payable.
8.2 For the purpose of Clause 8.1, the relevant events are;
the Customer commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 10 days of it being notified in writing to do so;
the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of doing so, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more companies or solvent reconstruction of the Customer.
a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on to or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(being an individual) the Customer is the subject of a bankruptcy petition or order;
(being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
(being a company) a floating charge holder over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;
a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2(b) to clause 8.2(i) (inclusive);
the Customer suspends, threatens to suspend, ceases or threatens to cease to carry all or substantially the whole of this business;
the Customer’s financial position deteriorates to such an extent that in Rock Solid’s opinion the Customer’s capability to adequately fulfil its obligation under the Contract has been placed in jeopardy; and
(being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
8.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
8.4 Where the Customer is a limited company and sums become payable to Rock Solid by that Customer, the directors of that Customer guarantee to Rock Solid, by the acceptance of these Conditions, the due payment of all sums due to us by that Customer.
9. Limitation of Liability
9.1 Nothing in these Conditions shall limit or exclude Rock Solid’s liability for:
death or personal injury caused by negligence, or the negligence of its employees, agents or subcontractors (as applicable);
fraud or fraudulent misrepresentation;
breach of the terms implied by section 12 of the Sales of Goods Act 1979;
defective products under the Consumer Protection Act 1987; or
any matter in respect of which it would be unlawful for a Supplier to exclude or restrict liability.
9.2 Subject to clause 9.1
Rock Solid shall under no circumstances whatever the liable to the Customer, whether in contract, tort (included negligence), breach of statutory duty, or otherwise, for any loss of profit (whether actual or anticipated), loss of business opportunity, business interruption, loss of anticipated savings, loss of data equipment or property, loos of interest or revenue, damage to goodwill, or any indirect or consequential or special loss arising under or connection with the Contract; and
Rock Solid’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods;
in respect of any claim, action or demand by the Customer relating to the Contract (whether in contract, tort including negligence, breach of statutory duty or otherwise) the Customer shall notify Rock Solid in writing (giving full details of the claim, action or demand) within seven (7) days of the date on which the relevant Contract is fulfil, and shall afford Rock Solid a reasonable opportunity to remedy the breach or failure in question, failing which all liability in respect of such claim shall be excluded.
9.3 The Customer must mitigate any loss, damage, cost and expenses that it may suffer in relation to the Contract.
9.4 Subject to Clause 9.1 neither the Customer nor Rock Solid shall have any liability to the other for any delay or failure to perform their respective obligations where such performance is or becomes unlawful.
10. Force Majeure
Rock Solid shall not be liable for any failure or delay in performing its obligation under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond Rock Solid’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy source or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological natural disaster or extreme adverse weather conditions, or default of manufacturers, suppliers or subcontractors.
11. General
11.1 Assignment and subcontracting.
Rock Solid may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of Rock Solid.
11.2 Notices.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to the party at its registered office (if it’s a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by pre-paid first class post.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(a); if sent by pre-paid first class post forty eight (48) hours after posting.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
11.3 Severance
If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, legal or unenforceable, that provision or part provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
11.4 Waiver.
A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other rights or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other remedy.
11.5 Third party rights.
A person who is not party to the Contract shall not have any rights under or in connection with it.
11.6 Variation.
Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and sighed by Rock Solid.
11.7 Entire Agreement
(a) This Contract constitutes the entire agreement between Rock Solid and the Customer and supersedes or extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written, oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
11.8 Governing law and jurisdiction.
The Contract, and any dispute or claim arising out of or in connection with the subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the law of England and Wales, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.