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SPARE PARTS SUPPLY – TERMS & CONDITIONS

The Customer’s attention is drawn in particular to the provisions of clause 8.

1. DEFINITIONS AND INTERPRETATION

1.1 The definitions and rules of interpretation in this clause 1 apply:

Business Day a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business

Conditions the terms and conditions set out in this document as amended from time to time in accordance with clause 12.3.

Consumer an individual acting in a personal capacity and not for purposes related wholly or mainly to their trade, business, craft or profession.

Contract the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with and including these Conditions, the Quote and the Order.

Covid-19 Event any event or circumstance which is related to the ongoing Coronavirus (Covid-19) outbreak affecting the United Kingdom on the commencement date of this agreement, and affects the Supplier’s performance of its obligations under this Contract.

Customer the person or firm who purchases the Goods from the Supplier as identified in the Contract.

Force Majeure Event an event, circumstance or cause beyond a party’s reasonable control, including without limitation, acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic (excluding a Covid-19 Event); collapse of buildings, fire, explosion or accident; and interruption or failure of communication or utility service (including that concerning any telecoms or internet connectivity).

Goods the goods (or any part of them) set out in the Order.

Order the Customer’s offer to purchase the Goods on the basis of the Quote, whether set out in a purchase order from the Customer or otherwise.

Quote the Supplier’s quotation for the Goods.

Specification any specification for the Goods provided by the manufacturer of the Goods.

Supplier RGV Aviation Limited (registered in England and Wales with company number 02084097) whose registered office is at Hangar SE40, Gloucestershire Airport, Staverton, Cheltenham, Gloucestershire, GL51 6SP.

1.2 Interpretation:

1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.2.2 A reference to a party includes its personal representatives, successors and permitted assigns.

1.2.3 A reference to a statute or statutory provision is a reference to it as amended or re- enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.2.5 A reference to writing or written includes fax and email.

1.2.6 Any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended or re-enacted on or after IP completion day as defined in section 39 of the European Union (Withdrawal Agreement) Act 2020.

2. BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or (subject to clause 8.1 and except where the Customer is acting as a Consumer) which are implied by law, trade custom, practice or course of dealing (including, without limitation, any terms set out in, referred to or attached to the Customer’s purchase order form).

2.2 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 contents of the Order are complete and accurate.

2.3 The Order shall only be deemed to be accepted when the Supplier issues an invoice in respect of the Order, at which point the Contract shall come into existence.

2.4 Except where the Customer is acting as a Consumer, the Customer may not cancel any Order that has been accepted by the Supplier unless the Supplier agrees in writing.

2.5 The Customer may not vary or cancel any Order unless the Supplier agrees in writing, except where the Customer is acting as a Consumer at a distance and wishes to cancel the Contract in which case clause 2.6 applies.

2.6 Where the Customer is acting as a Consumer the following applies:

2.6.1 If the Customer enters into these Conditions at a distance (i.e. online or over the phone and without any face to face contact between the parties), the Customer may cancel the Order (or any part of it) for any reason before dispatch (if applicable) or within fourteen (14) days of delivery or collection of the Goods (the Cancellation Period). To do so, the Customer must clearly inform the Supplier by emailing office@rgv.co.uk. The Customer may, but does not have to, use the Cancellation Form at the end of these Conditions. The Customer will lose the right to cancel after the expiry of this Cancellation Period

2.6.2 Where the Order comprises multiple delivery shipments, the 14 day cancellation period for the Goods runs from the date of the delivery of the last shipment to the Customer.

2.6.3 To meet the cancellation deadline, it is sufficient for the Customer to send the communication concerning their exercise of the right to cancel before the cancellation period has expired.

2.6.4 The right to cancel the Order set out above is subject to the following exclusions:

(a) Goods which are cut, made to measure or otherwise customised or made to the Customer’s specifications will not be exchanged or refunded unless they are faulty or incorrectly delivered; and

(b) Goods which become mixed inseparably with other items after delivery or collection (which may be the case where the Goods are installed).

2.6.5 Following cancellation, the Supplier will refund the Customer the price paid for the cancelled Order (or part of the Order cancelled), less any collection or return costs or charges (if any). Where the Customer cancels the entire Order, the Supplier will also refund the standard delivery charges paid (if any), or an amount equal to those charges if the Customer elects to use a more expensive delivery method. Where the Customer cancel part of an order, the Supplier may recalculate any applicable delivery charge and deduct this from the refund. The refund will be paid within 14 days after the day:

(a) the Customer notified the Supplier to cancel the Order, where the Customer has not received the Goods (and the Goods have not been despatched to the Customer); or

(b) the Supplier receive the Goods the Customer returned, where the Customer is in receipt of the Goods; or

(c) the Customer provides the Supplier with a proof of return for the Goods, where the Customer has returned the Goods but the Supplier has not yet received them.

2.6.6 The refund will be paid to the Customer using the same method of payment used to pay for the Order unless otherwise agreed.

2.6.7 The Customer must arrange for the return of the Goods as soon as possible and in any event not later than fourteen (14) days after the day on which the Order is cancelled, The Customer will be responsible for the cost of returning the Goods.

2.6.8 The Customer must keep the Goods they wish to return in their possession and take reasonable care of the Goods at all times while they are in their possession. This means that the Customer must not use the Goods (except to the extent reasonably necessary to inspect and examine them).

2.6.9 The Supplier reserves the right to make a deduction from the amount of any refund for loss in value of the Goods returned where the Goods show signs of unreasonable use; for these purposes, unreasonable use includes handling the Goods beyond what is necessary to establish the nature, characteristics and functioning of the Goods. Where the Customer is in possession of the Goods (or they have been dispatched to the Customer), the Supplier may withhold any refund until it has received the Goods or the Customer has supplied proof of return for the Goods.

2.7 Except where the Customer is acting as a Consumer, 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.

2.8 A Quote for the Goods given by the Supplier shall not constitute an offer. A Quote shall only be valid for a period of twenty (20) Business Days from its date of issue.

3. GOODS

3.1 The Customer shall provide the Supplier with such information as the Supplier may reasonably require in order to prepare a Quote.

3.2 The Goods shall be as described in the Quote.

4. DELIVERY

4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the part/model number), and any one or more of the following, as applicable to the Order:

4.1.1 the contract number;

4.1.2 all relevant Customer and Supplier reference numbers;

4.1.3 special storage instructions (if any); and/or

4.1.4 if the Goods are being delivered by instalments (partial delivery), the outstanding balance of Goods remaining to be delivered.

4.2 The Goods shall not be released for delivery until the Supplier receives payment in full (in cash or cleared funds or under relevant credit terms in the case of account Customers) for the Goods and any other associated charges, as set out on the Supplier’s invoice.

4.3 The Goods shall be delivered either by the Supplier to the Customer’s premises (Supplier Delivery) or collected from the Supplier’s premises by the Customer or the courier arranged for by the Customer (Customer Delivery). The method of delivery shall be specified on the Customer’s purchase order and each party shall fulfil its respective obligations accordingly.

4.4 In the case of Supplier Delivery, the cost of the courier shall be included in the Supplier’s invoice.

4.5 In the case of Customer Delivery, the Customer shall collect or arrange for the courier to collect the Goods from the Supplier’s registered office within five (5) Business Days of the Supplier notifying the Customer that the Goods are ready.

4.6 Subject to Clause 4.9, delivery is completed on the completion of unloading (in the case of Supplier Delivery) or loading (in the case of Customer Delivery), as appropriate, of the Goods.

4.7 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event, a Covid-19 Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. The Goods may be delivered by the Supplier in advance of the quoted delivery date upon giving reasonable notice to the Customer.

4.8 If the Supplier fails to deliver the Goods, its liability shall be limited to repayment of the purchase price. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, a Covid-19 Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.9 If the Customer fails to take (in the case of Customer Delivery) or accept (in the case of Supplier Delivery) delivery of the Goods within five (5) Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event, a Covid-19 Event or the Supplier’s failure to comply with its obligations under the Contract:

4.9.1 delivery of the Goods shall be deemed to have been completed at 9.00 a.m. on the fifth Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and

4.9.2 the Supplier may store the Goods until delivery takes place and shall be entitled to charge the Customer for all related costs and expenses (including insurance). If ten
(10) Business Days after the day on which the Supplier notified the Customer that the Goods were ready for collection the Customer has not collected the Goods from the storage location, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

4.10 The Goods may be delivered by instalments (partial delivery). Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. QUALITY

5.1 Except where the Customer is acting as a Consumer, the Customer expressly acknowledges and agrees that, save for a warranty as to title in accordance with section 12 of the Sale of Goods Act 1979, the only warranties provided by the Supplier in respect of the Goods are those warranties made by the manufacturer of the Goods to the Supplier.

5.2 To the extent that the benefit of any warranties made by the manufacturer of the Goods to the Supplier can be assigned to the Customer, the Supplier shall, if requested by the Customer and at cost of the Customer, assign them to the Customer. Until such assignment, the Supplier will co-operate with the Customer in any reasonable arrangements to provide the Customer with the benefit of such manufacturer’s warranties, including enforcement at the cost of and for the benefit of the Customer.

5.3 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 these Conditions. This does not apply where the Customer is acting as a Consumer.

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer:

6.1.1 in the case of Supplier Delivery, on completion of delivery; or

6.1.2 in the case of Customer Delivery, on collection of the Goods from the Supplier’s premises by or on behalf of the Customer.

6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods. For the avoidance of doubt in respect of account Customers, title to the Goods shall not pass to the Customer until the Goods are fully paid for under the credit terms of that Customer.

7. PRICE AND PAYMENT

7.1 The price of the Goods shall be the price set out in the Quote.

7.2 The Supplier may, by giving notice to the Customer at any time up to five (5) Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

7.2.1 any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in the supply price of the Goods from the manufacturer);

7.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or

7.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

7.3 The price of the Goods:

7.3.1 excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and

7.3.2 excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

7.4 The Supplier shall invoice the Customer for the Goods after it receives the Customer’s Order.

7.5 The Customer shall pay each invoice submitted by the Supplier:

7.5.1 within seven (7) Business Days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and

7.5.2 in full and in cleared funds to a bank account nominated in writing by the Supplier, and

7.5.3 time for payment shall be of the essence of the Contract.

7.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 9 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

7.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8. LIABILITY

8.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

8.1.1 death or personal injury caused by negligence;

8.1.2 fraud or fraudulent misrepresentation;

8.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or where the Customer is acting as a Consumer, the terms implied by sections 9 – 14 of the Consumer Rights Act 2015. or

8.1.4 defective products under the Consumer Protection Act 1987; and

8.1.5 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

8.2 Subject to clause 8.1, the Supplier shall have no liability for the following types of loss (which are wholly excluded from the Supplier’s liability):

8.2.1 loss of profits;

8.2.2 loss of sales or business;

8.2.3 loss of agreements or contracts;

8.2.4 loss of anticipated savings;

8.2.5 loss of use or corruption of software, data or information;

8.2.6 loss of or damage to goodwill; and

8.2.7 indirect or consequential loss.

8.3 Subject to 8.1, the Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or a Covid-19 Event.

8.4 Subject to clause 8.1, the Supplier’s total liability to the Customer shall not exceed the value of the applicable Order.

8.5 Where the Customer is acting as a Consumer, if the Supplier fails to comply with its obligations under these Conditions, the Supplier is responsible for any loss or damage the Customer incurs that is a foreseeable result of that failure or the failing to use reasonable care and skill in providing the Services. The Supplier will not be responsible for any loss or damage which is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen, or if at the time the Customer engaged the Supplier to provide the Services, both parties knew it might happen

8.6 If the Customer is acting as a Consumer, they may have certain legal rights regarding claims in respect of losses caused by the Supplier’s negligence or failure to carry out its obligations. Nothing in these Conditions is intended to limit the Customer’s legal rights as a consumer. For further information about a consumer’s legal rights, please contact the local authority Trading Standards Department or Citizens Advice Bureau.

8.7 The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.8 Any claim by the Customer shall (whether or not delivery is refused by the Customer) be notified to the Supplier within thirty (30) days from the completion of delivery in accordance with clause 4.6, or where the defect or failure was not apparent on reasonable inspection, be notified to the Supplier within a reasonable time after the discovery of the defect or failure.

8.9 If the Customer cancels an Order without the agreement of the Supplier, the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs, damages and expenses incurred by the Supplier as a result of the cancellation.

8.10 This clause 8 shall survive termination of the Contract.

9. TERMINATION

9.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:

9.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

9.1.2 any step or action is taken, any notice, document, petition or application is filed at court, or any resolution is passed, in connection with the Customer entering administration, a moratorium, provisional liquidation, a company voluntary arrangement, an arrangement under Part 26A of the Companies Act 2006 or any other composition or arrangement with its creditors (other than in relation to a solvent restructuring), bankruptcy, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring) or having a receiver appointed over any of its assets;

9.1.3 an event similar or analogous to those listed in clause 9.1.2 above occurs in relation to the Customer under the law of any jurisdiction of a party;

9.1.4 the Customer suspends, or threatens to suspend, or ceases, or threatens to cease, to carry on all or a substantial part of its business;

9.1.5 the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

9.1.6 the Customer fails to pay any amount due under the Contract on the due date for payment.

9.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clauses 9.1.2 to 9.1.5, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

9.3 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.

9.4 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

9.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

10. FORCE MAJEURE AND COVID-19

10.1 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 a Force Majeure Event or a Covid-19 Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for twenty (20) Business Days, either party may terminate this agreement by giving not less than five
(5) Business Days written notice to the other party.

11. DATA PROTECTION

Where the Supplier collects and processes personal data about the Customer pursuant to these Conditions and the Contract, the Supplier will do so in accordance with the Supplier’s privacy policy, a copy of which is available at https://www.rgv.co.uk/privacy-policy/.

12. GENERAL

12.1 Assignment and other dealings.

12.1.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

12.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

12.2 Entire agreement.

12.2.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

12.2.2 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. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

12.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.4 Waiver. 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 right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

12.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision of the Contract is deemed deleted under this clause
12.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.6 Notices.

12.6.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business ); or such other address as may have been notified for these purposes; or

(b) sent by email to such email address as may have been notified for these purposes.

12.6.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and

(b) if sent by pre-paid first-class post or other next working day delivery service, at
9.00 a.m. on the second Business Day after posting or at the time recorded by the delivery service; and

(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause (c), business hours means 9.00 a.m. to 5.00 p.m. Monday to Friday on a day that is not a public holiday in the place of receipt.

12.6.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

12.7 Third party rights.

12.7.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

12.7.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

12.8 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

12.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.