Legal
Terms and Conditions of Sale
Ramco Safety Shields UK Ltd
By placing an order or entering into a contract with the Seller, the Buyer confirms and warrants that it is acting wholly or mainly in connection with its trade, business, craft or profession and not as a consumer.
These Terms and Conditions ("Conditions") apply to all quotations, offers, orders and contracts for the supply of goods by RAMCO Safety Shields UK Ltd ("Seller") to any business purchaser ("Buyer"), whether orders are placed via the Seller's website, by email, telephone, purchase order, EDI, customer portal, in person, or by any other means.
1. Definitions
- 1.1 "Seller" means Ramco Safety Shields UK Ltd.
- 1.2 "Buyer" means the business purchaser of the Goods.
- 1.3 "Goods" means all products supplied by the Seller.
- 1.4 "Contract" means the agreement formed in accordance with Clause 4 incorporating these Conditions and any applicable quotation, written order acceptance, and dispatch documentation.
- 1.5 "Website" means ramcoshields.com.
2. Business Customer Status
- 2.1 The Buyer warrants that it is purchasing the Goods wholly or mainly for business purposes and not as a consumer.
- 2.2 The Seller supplies Goods strictly on a business-to-business basis. Pricing, liability allocation, and contractual terms reflect this basis.
- 2.3 The Seller relies on the Buyer's representation that it is acting in the course of business.
3. Website Services (where applicable)
- 3.1 Access to the Website is provided on a temporary basis and may be withdrawn or amended at any time without notice. The Seller does not guarantee uninterrupted availability.
- 3.2 The Buyer is responsible for ensuring that all persons placing orders on its behalf are authorised to do so.
- 3.3 The Buyer warrants that all information submitted in an order is accurate, complete, and provided by an authorised representative.
- 3.4 The Seller shall not be liable for any inability to access the Website, system errors, or interruptions to service.
4. Formation of Contract
- 4.1 Any quotation or product listing is an invitation to treat only and does not constitute an offer.
- 4.2 An order placed by the Buyer constitutes an offer to purchase Goods.
- 4.3 No Contract shall be formed until the earliest of: (a) written order acceptance by the Seller; or (b) dispatch of the Goods.
- 4.4 An automated payment receipt does not by itself constitute acceptance of an order or formation of a Contract.
- 4.5 The Seller reserves the right to reject any order for any reason prior to formation of a Contract.
- 4.6 Any terms or conditions contained in or referred to in any purchase order, supplier onboarding document, vendor portal, acknowledgement, or other communication issued by the Buyer shall be of no effect and are expressly rejected unless specifically accepted in writing by a director of the Seller.
5. Pricing and Availability
- 5.1 All prices are subject to availability and confirmation at the time of acceptance.
- 5.2 If an error in pricing or any other aspect of the order is identified prior to dispatch, the Seller reserves the right to place the order on hold pending the Buyer's acceptance of the corrected terms or cancellation of the order with a full refund of any sums paid.
- 5.3 The Seller may correct any pricing errors prior to Contract formation. Where a pricing error is discovered after order placement, the Seller may: (a) cancel the order; or (b) offer the Goods at the correct price.
- 5.4 Domestic (UK): Prices exclude VAT until calculated and displayed at checkout. For international shipments, prices exclude import duties, import VAT/GST, customs clearance fees, local taxes, and similar charges unless expressly stated otherwise in writing.
6. Specifications and Technical Data
- 6.1 All specifications, drawings, dimensions, and technical data are approximate unless expressly confirmed in writing by the Seller.
- 6.2 The Seller reserves the right to amend designs, materials, or manufacturing methods where reasonably required for compliance, availability, or production purposes.
- 6.3 The Buyer is solely responsible for selecting and confirming the suitability of the Goods for its intended use.
- 6.4 Where Goods are manufactured, modified, selected, or supplied in accordance with dimensions, specifications, drawings, measurements, samples, or instructions provided by the Buyer, the Seller shall be entitled to rely upon such information and shall have no liability for any error, omission, inaccuracy, incompatibility, or unsuitability arising therefrom.
7. Hazardous Applications and Technical Responsibility
- 7.1 The Buyer acknowledges that Goods may be used in hazardous, industrial, or safety-critical environments.
- 7.2 The Buyer assumes sole responsibility for: suitability and fitness for intended use; system design, integration, and installation; operational safety and risk assessment; and compliance with all applicable laws and standards.
- 7.3 The Seller does not provide engineering, design, or application-specific advice and does not assume responsibility for system-level suitability.
- 7.4 Any technical information provided by the Seller is for general informational purposes only and must not be relied upon as engineering or compliance advice.
- 7.5 Any recommendation, guidance, calculation, technical assistance, drawing, specification review, or other information provided by the Seller is provided in good faith and without responsibility. The Buyer remains solely responsible for verifying suitability for its intended application.
- 7.6 The Buyer is solely responsible for determining chemical compatibility and suitability for the intended operating environment. The Seller makes no warranty regarding compatibility with any specific chemical, process fluid, atmosphere, operating condition, or application.
8. Delivery
- 8.1 The Seller shall not be liable for delay in delivery and delivery dates are estimates only. Time for delivery shall not be of the essence unless expressly agreed in writing by a director of the Seller.
- 8.2 Partial deliveries may be made unless otherwise agreed.
- 8.3 The Seller reserves the right to cancel, suspend, re-price, or amend delivery arrangements where incorrect or incomplete address information is provided, where delivery is to a PO Box address, where carrier restrictions, remote area surcharges, dangerous goods restrictions, customs requirements, or other logistical constraints apply, where actual shipping costs materially exceed those anticipated at the time of order, or where delivery is otherwise impractical or commercially unviable.
- 8.4 Where delivery cannot be completed due to the Buyer's actions or omissions, including failure to respond to carrier communications, failure to provide required information, failure to comply with customs requirements, refusal to accept delivery, or failure to pay applicable duties, taxes, fees, or charges, the Buyer shall be responsible for any additional freight, return freight, storage, customs duties, fees, taxes, administrative, and related costs incurred by the Seller.
9. Incoterms and Risk
- 9.1 Unless otherwise agreed in writing, international shipments are supplied on Incoterms® 2020 DAP (Delivered at Place) terms.
- 9.2 Risk passes in accordance with the agreed Incoterms® 2020 rule.
10. Title
- 10.1 Title to Goods remains with the Seller until full payment is received in cleared funds.
- 10.2 Until title passes, the Buyer shall: store Goods separately and identifiable; maintain Goods in good condition; insure Goods at full replacement value; and not sell, encumber, or dispose of Goods except in the ordinary course of business.
- 10.3 The Seller may recover Goods where payment is overdue.
11. Inspection and Acceptance
- 11.1 The Buyer shall inspect Goods upon delivery.
- 11.2 The Buyer must notify the Seller within 7 calendar days of: apparent defects; shortages; or transit damage.
- 11.3 Latent defects must be notified within 7 calendar days of discovery and within the warranty period.
- 11.4 Failure to notify constitutes acceptance of the Goods, to the fullest extent permitted by law.
12. Cancellation
- 12.1 Orders may only be cancelled with written consent of the Seller.
- 12.2 Where cancellation is accepted, the Buyer shall indemnify the Seller for all costs incurred, including: materials and components ordered; work in progress; supplier commitments; storage and administrative costs; and any other reasonable costs incurred by the Seller because of the cancellation.
- 12.3 Custom, modified, or production-run Goods are non-cancellable unless agreed in writing.
13. Returns
- 13.1 Returns require the Seller's prior written approval.
- 13.2 Standard stock Goods may, at the Seller's discretion, be accepted for return provided they are unused, undamaged, in their original condition, and returned within a reasonable period specified by the Seller.
- 13.3 The Seller reserves the right to apply a reasonable restocking charge to returned Goods.
- 13.4 Custom, modified, made-to-order, production-run, non-standard, or specially procured Goods are non-returnable except at the Seller's sole discretion.
- 13.5 The Buyer shall be responsible for all return shipping, insurance, duties, taxes, customs charges, and associated costs unless otherwise agreed in writing.
14. Payment
- 14.1 Prices may be quoted and invoiced in GBP, EUR, or USD at exchange rates determined by the Seller.
- 14.2 Quotations, orders, invoices, and payments shall normally be issued and settled in the same currency. The Seller reserves the right to re-quote where the Buyer requests a change of currency.
- 14.3 The Buyer shall ensure payment is made in the correct currency and to the bank account specified by the Seller. The Seller shall not be responsible for delays, losses, conversion charges, or recovery costs arising from payment to an incorrect account, incorrect currency remittance, or payment to any third party or associated company.
- 14.4 Unless otherwise agreed in writing, payment shall be made on a pro forma basis. The Seller reserves the right to determine, vary, withdraw, or refuse credit terms at its sole discretion.
- 14.5 Time for payment is of the essence.
- 14.6 The Seller reserves the right to charge interest and recover compensation on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, together with any reasonable costs incurred in recovering overdue sums.
- 14.7 The Buyer shall make all payments without set-off or deduction except as required by law.
- 14.8 The Seller may suspend deliveries or require advance payment for overdue accounts.
15. Warranty
- 15.1 The Goods are intended solely as a risk-mitigation aid designed to reduce spray-out and mist formation arising from leaks in pipework, flanges, valves, joints, and associated equipment. The Goods are not secondary containment systems and are not designed, represented, or warranted to prevent, stop, contain, or eliminate leaks.
- 15.2 The Buyer acknowledges that any leak, release, spray-out, equipment failure, or loss of containment would occur irrespective of the presence of the Goods and that the Goods are intended only to mitigate the effects of such events.
- 15.3 The Seller warrants that the Goods have been manufactured in accordance with the Seller's specifications and are free from material defects in workmanship at the time of dispatch.
- 15.4 The Seller's sole obligation under this warranty shall be, at its option, to repair, replace, or refund the purchase price of Goods shown to have been defective at the time of dispatch.
- 15.5 The Buyer is solely responsible for determining the suitability of the Goods for the intended application, operating environment, chemicals, temperatures, pressures, and service conditions.
- 15.6 The warranty does not apply to, and the Seller accepts no responsibility for, deterioration, degradation, wear, chemical attack, corrosion, UV exposure, temperature exposure, pressure exposure, vibration, environmental conditions, improper installation, maintenance practices, failure to maintain, misuse, modification, abnormal use, operating conditions, or any other factor outside the Seller's reasonable control.
- 15.7 Except as expressly stated in this Clause 15, all warranties, conditions, representations, and terms implied by statute, common law, or otherwise, including fitness for purpose and satisfactory quality, are excluded to the fullest extent permitted by law.
- 15.8 Nothing in these Conditions excludes or limits any liability which cannot lawfully be excluded or limited.
16. Liability
- 16.1 Nothing in these Conditions limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.
- 16.2 The Seller's total aggregate liability shall not exceed the lower of: (a) the price paid for the Goods giving rise to the claim; or (b) £20,000.
- 16.3 The Seller shall not be liable for any indirect, consequential, special, or economic loss including loss of profit, loss of revenue, loss of production, loss of data, plant downtime, environmental remediation costs, environmental fines or penalties, cleanup costs, loss of use, loss of contract, loss of opportunity, business interruption, recall costs, or third-party claims.
- 16.4 The Seller shall not be liable for any liquidated damages, delay damages, contractual penalties, service credits, chargebacks, back charges, or similar claims unless expressly agreed in writing by a director of the Seller.
17. Indemnity
- 17.1 The Buyer shall indemnify the Seller against claims arising from: misuse or misapplication of Goods; improper installation or integration; breach of law or industry standards; use in hazardous environments; or third-party claims arising from Buyer's use of Goods.
- 17.2 This indemnity does not apply to the extent caused by Seller's negligence or breach of Contract.
18. Force Majeure
- 18.1 The Seller shall not be liable for delay or failure caused by events beyond its reasonable control including supply chain disruption, labour disputes, transport failure, war, pandemic, sanctions, or regulatory action.
- 18.2 The Seller may suspend or terminate the Contract where such events materially affect performance.
19. Safety and Regulatory Compliance
- 19.1 The Buyer is solely responsible for ensuring safe use of Goods and compliance with all applicable laws, standards, approvals, and certifications.
- 19.2 The Seller accepts no responsibility for compliance with local regulatory requirements unless expressly agreed in writing.
- 19.3 The Buyer is responsible for obtaining and maintaining any import licences, permits, registrations, approvals, certifications, customs clearances, or other authorisations required for the importation, sale, installation, or use of the Goods within its jurisdiction.
20. Third-Party Goods
- 20.1 Where Goods are manufactured by third parties, liability is limited to any transferable manufacturer warranty.
21. Intellectual Property
- 21.1 All intellectual property rights in Goods and related documentation remain the property of the Seller or its licensors.
- 21.2 No rights are granted except the limited right to use Goods for their intended purpose.
22. Export Control and Sanctions
- 22.1 The Buyer shall comply with all applicable export control and sanctions laws.
- 22.2 The Seller may suspend or terminate supply where compliance risks arise.
23. Entire Agreement
- 23.1 The Contract constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, correspondence, understandings, representations, and agreements relating to its subject matter.
- 23.2 The Buyer acknowledges that it has not relied upon any representation, statement, promise, or assurance not expressly set out in the Contract.
- 23.3 Nothing in this clause shall limit or exclude liability for fraud or fraudulent misrepresentation.
24. Governing Law and Jurisdiction
- 24.1 These Conditions are governed by the laws of England and Wales.
- 24.2 The courts of England and Wales shall have exclusive jurisdiction.
25. Severability
- 25.1 If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.
