Terms & Conditions
Interpretation
1.1 In these Conditions the following words shall have the following meanings:
“Buyer” the person, firm or company who purchases the Goods from Reva
“Conditions” the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) any special terms and conditions agreed in writing between Reva and the Buyer
“Contract” the contract between Reva and the Buyer for the sale and purchase of the Goods, incorporating these Conditions
“Goods” any goods agreed in the Contract to be supplied to the Buyer by Reva (including any part or parts of them)
“Reva” Reva Industries Limited of Stoneferry Park, Foster Street, Hull, HU8 8BT
2. Application of Conditions
2.1 These Conditions shall govern the Contract to the exclusion of any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document and the Buyer waives any right which it might have to rely on such terms or conditions.
2.2 No variation to these Conditions or any representation about the Goods shall have effect unless expressly agreed in writing and signed by a duly authorised representative of Reva.
2.3 Each order for Goods by the Buyer from Reva shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions.
2.4 No order placed by the Buyer shall be deemed to be accepted by Reva until a written acknowledgement of order is issued by Reva or (if earlier) Reva delivers the Goods to the Buyer.
2.5 The Buyer shall ensure that the terms of its order are complete and accurate.
2.6 Any quotation is given on the basis that no contract will come into existence until Reva despatches an acknowledgement of order to the Buyer or (if earlier) Reva delivers the Goods to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that Reva has not previously withdrawn it.
3. Description
3.1 The description of the Goods shall be as set out in Reva’s acknowledgement of order.
3.2 All drawings, descriptive matter, specifications and advertising issued by Reva and any descriptions or illustrations contained in Reva’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract.
4. Delivery
4.1 Unless otherwise agreed in writing by Reva, delivery of the Goods shall take place at Reva’s place of business.
4.2 Any date specified by Reva for delivery of the Goods is an estimate only and time for delivery shall not be made of the essence by notice. If no date has been so specified, delivery will be within a reasonable time.
4.3 Subject to the other provisions of these Conditions, Reva shall not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods nor will any delay entitle the Buyer to terminate or rescind the Contract.
4.4 If for any reason the Buyer will not accept delivery of any of the Goods when they are ready for delivery, or Reva is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations, risk in the Goods will pass to the Buyer and Reva may store them until actual delivery and the Buyer will be liable for all related costs and expenses (including without limitation storage and insurance).
5. Delivery Claims
5.1 The quantity and description of any consignment of Goods as recorded by Reva upon despatch from Reva’s place of business shall be conclusive evidence of the quantity and description received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 Reva shall not be liable for any shortfall in delivery or non delivery of Goods or delivery of incorrect goods or (where Reva agrees to deliver or arrange delivery of the Goods) for any Goods damaged in transit unless written notice is given to Reva within 3 working days of delivery.
5.3 Any liability of Reva for any shortfall in delivery or non delivery of the Goods or for delivery of incorrect Goods or for any Goods damaged in transit shall be limited to replacing the Goods or delivering the correct Goods within a reasonable time or, at Reva’s sole option, issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6. Price
6.1 Unless otherwise agreed in writing by Reva the price for the Goods shall be:
6.1.1 The price set out in Reva’s price list in force at the date of delivery; and
6.1.2 Exclusive of any value added tax and all costs or charges in relation to loading, unloading, carriage and insurance which the Buyer shall pay in addition.
7. Payment
7.1 Payment of the price for the Goods is due within 30 days following the end of the month of Reva’s invoice. Time for payment shall be of the essence.
7.2 All sums payable to Reva under the Contract shall become due immediately upon termination of the Contract despite any other provision.
7.3 The Buyer shall make all payments due under the Contract without any deduction by way of set-off, counterclaim, discount, abatement or otherwise.
7.4 If the Buyer fails to pay Reva any sum due pursuant to the Contract the Buyer will be liable to pay interest to Reva on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Reva’s bankers accruing on a daily basis until payment is made, whether before or after any judgment.
8. Risk/Ownership
8.1 The Goods shall be at the risk of the Buyer from the time of delivery.
8.2 Ownership of the Goods shall not pass to the Buyer until Reva has received in full in cash or cleared funds:
8.2.1 All sums payable in respect of the Goods; and
8.2.2 All other sums which are or which become payable to Reva from the Buyer on any account including any interest on such sums.
8.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
8.3.1 Hold the Goods on a fiduciary basis as Reva’s bailee;
8.3.2 Store the Goods separately to other goods of the Buyer or any third party in a way that they remain readily identifiable as Reva’s property;
8.3.3 Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
8.3.4 Maintain the Goods in satisfactory condition insured for their full price against all risks and hold the proceeds of insurance on trust for Reva and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
8.4 The Buyer may resell the Goods before ownership has passed to it solely on the condition that any sale shall be on the Buyer’s own behalf in the ordinary course of the Buyer’s business and the Buyer shall deal as principal when making such sale.
8.5 The Buyer’s right to possession of the Goods shall terminate immediately if:
8.5.1 The Buyer has a bankruptcy order made against it or makes an arrangement or composition with its creditors or (being a body corporate) convenes a meeting of creditors (except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation), or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency of the Buyer; or
8.5.2 The Buyer encumbers or in any way charges any of the Goods or suffers or allows any execution 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 Reva and the Buyer, or is unable to pay its debts or the Buyer ceases to trade.
8.6 Reva shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Reva.
8.7 The Buyer grants Reva, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
9. Warranty
9.1 Reva warrants (subject to the other provisions of these Conditions) that upon delivery the Goods will be free from defects in workmanship and materials.
9.2 Reva shall not be liable for a breach of the warranty in condition 9.1 unless:
9.2.1 The Buyer gives written notice of any defect to Reva within 3 working days of delivery; and
9.2.2 Reva is given a reasonable opportunity of examining the Goods and the Buyer (if asked to do so by Reva) returns the Goods to Reva’s place of business for the examination to take place there.
9.3 Reva shall not be liable for a breach of the warranty in condition 9.1 if:
9.3.1 The Buyer makes any further use of the Goods after giving notice of any defect; or
9.3.2 The defect arises because the Buyer failed to follow Reva’s instructions as to the storage or use of the Goods; or
9.3.3 The Buyer alters or repairs the Goods without the written consent of Reva.
9.4 Subject to conditions 9.2 and 9.3, if any of the Goods do not conform with the warranty in condition 9.1 Reva shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate and shall have no further liability for breach of the warranty in condition 9.1 in respect of such Goods. If Reva so requests, the Buyer shall, at the Buyer’s expense, return the Goods or the parts of such Goods which are defective to Reva.
10. Limitation of Liability
10.1 Subject to condition 9, the following provisions set out the entire liability of Reva (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
10.1.1 Any breach of these Conditions; and
10.1.2 Any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these Conditions excludes or limits the liability of Reva for death or personal injury caused by Reva’s negligence or fraudulent misrepresentation.
THE BUYER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 10.4
10.4 Subject to conditions 10.2 and 10.3:
10.4.1 Reva’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price of the Goods the subject of the claim; and
10.4.2 Reva shall not be liable to the Buyer for loss of profit, goodwill or business opportunity or production downtime or any type of indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
11. Events beyond Reva’s control
11.1 Reva reserves the right to defer the date of delivery or to cancel the Contract or to reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if Reva is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Reva including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
12. General
12.1 The Buyer shall not assign the Contract or any part of it without the prior written consent of Reva.
12.2 Reva shall be entitled to assign the Contract or any part of it to any person, firm or company.
12.3 The Buyer shall not use Reva’s name, logo or other intellectual property rights in advertising or publicity without Reva’s prior written consent.
12.4 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
12.5 Failure or delay by Reva in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
12.6 Any waiver by Reva of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
12.7 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its 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 notice.
12.8 Subject to clause 12.2, nothing in these Conditions confers on any third party any benefit or any right to enforce any of these Conditions.
12.9 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the jurisdiction of the English courts.

