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Welcome to RAINBASE. These Terms and Conditions govern your use of our website and the products we offer. By accessing, purchasing or using our services, you agree to comply with and be bound by these Terms.
Introduction:
The definitions and interpretive rules outlined below apply to these terms and conditions of supply ("Conditions").
Customer:
The individual, firm, or company named in the Contract that purchases Goods and/or Services from the Supplier.
Contract:
A binding agreement between the Customer and RAINBASE (referred to as "the Supplier") is established when the Supplier confirms acceptance of the Customer’s purchase order or when the Customer agrees to a quotation for Goods and Services. This agreement includes these Terms and any relevant Installation and Maintenance Instructions.
Document:
Refers to any written material, as well as any specification, drawing, map, plan, diagram, design, image, tape, disk, or other medium or record that contains information in any form. This includes, but is not limited to, the items listed above.
Product:
Refers to all products manufactured or supplied by the Supplier or its agents, subcontractors, consultants, and employees in connection with the Services. We specialise in providing custom solutions tailored to meet the unique requirements of your project. All products are designed with your project's specific needs in mind. Please be aware that variations in shade, texture, color and finish may occur across different orders, reflecting the unique demands of each project. The Supplier reserves the right to modify products and alter their appearance without prior notice, unless the color was a specified requirement stated in the contract or order agreement.
Customer Input:
All site preparation work required at the Delivery Address, along with any documents, information, and materials provided by the Customer in connection with the Services. This includes, but is not limited to, the inputs specified in the Installation and Maintenance Instructions.
Orders and Payment:
All orders must be placed through our direct consultation with our representatives.
Payment for orders must be made in full on the contract aggrement. We accept various payment methods, including credit cards and bank transfers, as specified on our site. A confirmation email will be sent upon successful processing of your order.
In exchange for the Goods and Services provided by the Supplier, the Customer agrees to pay the
charges as detailed on the invoice.
The Supplier is authorised to issue an invoice for the Goods and Services upon delivery of the Goods.
Payment of the total amount for Goods and Services must be made in full and cleared funds into the bank account specified by the Supplier on the invoice issuance date, unless specific credit terms have been mutually agreed upon.
Should the Customer fail to make payment by the due date, the Supplier reserves the right to:
(a) Charge interest as per the Late Payment of Commercial Debts (Interest) Act 1998; and/or
(b) Impose interest on the overdue amount at a rate of 5% above the Bank of England's base rate from the due date until payment is received;
(c) Halt all Services until full payment is settled; and/or
(d) Suspend services or further deliveries under any other contracts with the Customer or related parties within its Group.
5.Timely payment is a critical term of the Contract.
6.Upon termination of the Contract, all amounts owed to the Supplier become immediately payable, notwithstanding any other contractual provisions. This condition does not negate any legal or contractual rights to claim interest.
7.The Supplier retains the right to offset any debts owed by the Customer (or any entity within its Group) against any debts the Supplier (or its Group) owes to the Customer.
Shipping and Delivery
The Delivery Address refers to the location specified in the Customer’s order. If no address is provided, the Supplier’s principal place of business will serve as the default delivery location.
a) Goods will be delivered to the specified Delivery Address.
b) Delivery timelines vary based on the product and location. Estimated delivery dates will be provided at the time of purchase.
c) While the Supplier aims to meet delivery schedules, it is not responsible for delays caused by external factors such as logistics disruptions or adverse weather conditions.
d) Any delivery dates provided by the Supplier for Goods or Services are approximate and should not be considered binding.
e) If no specific delivery date is agreed upon, delivery will occur within a reasonable timeframe.
f) The Supplier is not liable for any direct or indirect costs, damages, or expenses resulting from delivery delays, including those caused by its own negligence.
g) Delays in delivery do not grant the Customer the right to cancel or terminate the Contract unless the delay exceeds 180 days.
Customer’s Responsibilities in Delivery
If the Customer refuses to accept delivery or if delivery is delayed due to the Customer’s failure to provide necessary inputs, instructions, licenses, or authorisations:
a) Risk in the Goods, including any loss or damage, transfers to the Customer.
b) The Goods will be deemed delivered.
c) The Supplier may store the Goods until delivery can be completed, with all associated costs (including storage and insurance) payable by the Customer.
Unloading Obligations:
The Customer must ensure that suitable equipment and personnel are available at their own cost to facilitate the unloading of Goods at the Delivery Address.
Non-Delivery
a) The quantity of Goods recorded by the Supplier at the time of dispatch shall be considered final and conclusive evidence of the quantity received by the Customer, unless the Customer can provide clear evidence to the contrary.
b) The Supplier shall not be liable for any non-delivery of Goods, even if caused by the Supplier's negligence, unless the Customer notifies the Supplier in writing of the non-delivery within 3 days from the date the Goods would typically have been received under normal circumstances.
c) In the event of non-delivery, the Supplier’s liability will be limited to replacing the Goods within a reasonable timeframe.
Supplier’s Equipment:
Refers to any equipment, including tools, systems, cabling, or facilities, provided by the Supplier or its subcontractors and used directly or indirectly in the provision of Goods or Services. This excludes any equipment covered by a separate agreement between the parties under which ownership transfers to the Customer.
VAT:
Refers to the Value Added Tax and any similar taxes applicable under current English law.
1.Headings: The headings used in these conditions do not influence their interpretation. All references to "conditions" pertain to those within this Contract.
2. Person: The term "person" encompasses individuals, corporations, and unincorporated entities, regardless of their legal personality.
3.Statutory References: Any mention of a statute or statutory provision includes its current state, considering any amendments, extensions, or re-enactments, along with any subordinate legislation currently in effect.
4.Prohibitions: An obligation within the Contract to refrain from an action includes, but is not limited to, an obligation not to consent to, permit, or passively accept that action being carried out.
RISK/TITLE
The Goods will be at the Customer’s risk from the moment they are delivered.
Ownership of the Goods will remain with the Supplier until full payment has been received (in cash or
cleared funds) for:
(a) The Goods, and
(b) Any other amounts owed to the Supplier or any other member of its Group by the Customer, whether on account of the Goods or otherwise.
3.Until ownership of the Goods transfers to the Customer, the Customer shall:
(a) Hold the Goods in trust for the Supplier as a bailee;
(b) Store the Goods separately from all other goods owned by the Customer or third parties, ensuring they remain easily identifiable as the Supplier’s property, at no cost to the Supplier.
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on the Supplier’s behalf for their full price against all risks to the reasonable satisfaction of the Supplier. On request the Customer shall produce the policy of insurance to the Supplier.
The Customer’s right to possession of the Goods shall terminate immediately if:
a) The Customer's right to retain possession of the Goods will be immediately revoked if the Customer becomes subject to a bankruptcy order, makes an arrangement or composition with creditors, or utilises any statutory relief for insolvent debtors, or if, as a corporate entity, they convene a creditors' meeting (formal or informal), enter into any form of liquidation except for a solvent voluntary liquidation for restructuring or merger purposes, have a receiver, manager, administrator, or administrative receiver appointed over their business or any part thereof, file documents for the appointment of an administrator, or if there is a resolution passed or a petition presented for their winding-up or for an administration order, or if any proceedings commence relating to their insolvency or potential insolvency.
b) The Customer's right to possess the Goods will cease immediately if any enforcement action, legal or equitable, is taken against their property, if they fail to fulfill any obligations under this or any other contract with the Supplier, if they are deemed unable to pay their debts as per Section 123 of the Insolvency Act 1986, or if they cease trading operations. Additionally, should the Customer encumber, charge, or claim to have done so with any of the Goods, their possession rights end. The Supplier retains the right to recover payment for the Goods regardless of ownership transfer. The Customer hereby provides the Supplier, its agents, and employees with an irrevocable right to enter any premises to inspect or reclaim the Goods once possession rights are terminated. In cases where it's unclear which Goods are subject to this termination, it's assumed the Customer has sold them in the sequence they were invoiced. Upon contract termination for any reason, the rights of the Supplier under this RISK/TITLE condition remain enforceable.
Where the Supplier is unable to determine whether any Goods are the goods in respect of which the Customer’s right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by the Supplier or any other member of its Group to the Customer in the order in which they were invoiced to the Customer.On termination of the Contract, howsoever caused, the Supplier’s (but not the Customer’s) rights contained in this condition RISK/TITLE shall remain in effect.
Quality
The Supplier guarantees that, upon delivery and for a 12-month period thereafter, both the Goods and Services will meet the standards of satisfactory quality as defined by the Sale of Goods Act 1979, subject to other terms within these conditions.
However, the Supplier will not be held accountable for breaches of this warranty unless:
(a) The Customer provides written notification of any defect to the Supplier within 10 days of discovering or should have discovered the fault, particularly if the defect results from damage during transit; and
(b) The Supplier is afforded a reasonable opportunity to inspect the Goods or Services post-notification, and if requested, the Customer returns the Goods at their own expense to the Supplier's place of business for further examination.
3.The Supplier will not be held responsible for breaching the warranty outlined in QUALITY 1 if:
(a) The Customer continues to use the Goods after notifying a defect; or
(b) The defect emerges due to the Customer's non-adherence to the Supplier's instructions regarding storage, installation, usage, or maintenance of the Goods; or
(c) The Customer modifies, relocates, or performs any installation or repair work on the Goods without the Supplier's written approval; or
(d) The Customer does not meet the obligations specified in the Installation and Maintenance Instructions.
Subject to the provisions in QUALITY 2 and QUALITY 3, should any Goods or Services fail to meet the warranty standards described in QUALITY 1, the Supplier retains the right, at their discretion, to either repair or replace the non-conforming Goods or Services or their defective components.
Once the Supplier has fulfilled the obligations under QUALITY 4, they will bear no further liability for warranty breaches related to those specific Goods or Services.
If the Customer is a consumer, their statutory rights remain unaffected by these terms.
Installation Responsibility: Important Notice: RAINBASE LTD is not responsible for any damage to products resulting from incorrect installation, misuse or damaged by man-made actions such as vandalism or negligence. It is the buyer's responsibility to ensure that all installations are conducted by qualified professionals who adhere to the relevant industry standards.
Limitation of Liability
This clause defines the entire scope of financial responsibility that RAINBASE (the "Supplier") bears towards the Customer, encompassing:
1.Scope of Liability: This includes:
(a) Any contractual breaches, deliberate or otherwise, by the Supplier or its representatives;
(b) Any use or misuse of the Goods or Services by the Customer;
(c) Any misleading statements, acts, or omissions (including negligence) related to the Contract.
2.Exclusion of Implied Terms: To the fullest extent allowed by law, all implied warranties, conditions, and terms are excluded from this Contract.
3.Exceptions to Limitation:
The Supplier does not limit or exclude liability for:
(a) Death or personal injury due to negligence;
(b) Matters where exclusion would be unlawful;
(c) Fraud or fraudulent misrepresentation;
(d) Obligations under section 2(3) of the Consumer Protection Act 1987;
(e) Conditions implied by the Sale of Goods Act 1979.
4.Limitation of Damages:
(a) The Supplier is not responsible for indirect damages such as loss of profits, business, goodwill, anticipated savings, or any other special, consequential, or economic losses, costs, or expenses.
(b) In any event, the Supplier's total liability, whether from breaches of contract, tort, negligence, misrepresentation, or otherwise, shall not exceed the total amount the Customer has paid for the Goods and Services in question.
This condition underscores that RAINBASE will not be liable for any indirect, incidental, special, or consequential damages resulting from the use of its products or services. The liability limit is strictly the price paid for the product or service involved.
Health and Safety
1.The Supplier commits to making reasonable efforts to comply with all health and safety regulations and
any security stipulations at the Customer's premises as notified under condition 2(a). However, the Supplier is not liable under the Contract if compliance with these requirements leads to a breach of their contractual obligations.
2.The Customer is obligated to:
(a) At their own expense, prepare and maintain the site for the delivery of Goods and provision of Services. This includes identifying, monitoring, and safely removing or disposing of any hazardous substances in compliance with legal requirements, both before and during the service period, and informing the Supplier about these responsibilities and actions;
(b) Notify the Supplier of all relevant health and safety regulations and reasonable security measures applicable at their premises;
(c) Ensure that all equipment provided by the Customer (Customer's Equipment) is in proper working condition, suitable for the Services being provided, and meets all pertinent UK standards or regulations.
Application of Conditions
1.These Conditions:
(a) Are explicitly integrated into the Contract; and
(b) Supersede any conflicting terms or conditions found in or referenced by the Customer's purchase order, order confirmation, acceptance of a quotation, specification, or any other document provided by the Customer, or any terms implied by trade custom, practice, or previous dealings.
2.The Customer's issuance of a purchase order or acceptance of a quotation for Services from the Supplier is considered an offer to purchase the Goods and Services under these Conditions. A contract will only be formed upon:
(a) The Supplier's explicit acceptance through a written acknowledgement; or
(b) The Supplier commencing the provision of Services, whichever occurs first.
The Customer's standard terms and conditions, if any, included in or referenced by their purchase order or other documents, will not apply to this Contract.
3. Quotations from the Supplier are provided with the understanding that no Contract will be formed unless in compliance with clause 2.2. A quotation is valid for 30 days from the date issued, unless withdrawn by the Supplier earlier.
4. All samples, drawings, descriptions, specifications, and promotional materials issued by the Supplier, including those in catalogues or brochures, are intended only to give an approximate representation of the Goods and Services. They do not constitute part of the Contract, and this is not a sale by sample.
Customer's Obligations Regarding Services
The Customer is obligated to:
(a) Work cooperatively with the Supplier on all matters concerning the provision of Goods and Services;
(b) Offer the Supplier, its agents, subcontractors, consultants, and employees, timely and cost-free access to the Customer's premises, office space, data, and other facilities as outlined in the Installation and Maintenance Instructions and as deemed necessary by the Supplier;
(c) Supply the Supplier with all required Customer Input and additional information promptly, ensuring accuracy in all significant aspects;
(d) Secure and maintain all required permits and authorisations, and adhere to relevant legislation concerning:
(i) The installation of the Supplier's products or equipment,
(ii) The use of Customer Input, and
(iii) The utilisation of the Customer's own products or equipment,
in relation to their business, premises, personnel, and equipment, all prior to the commencement of Services;
Property Rights
1.The Supplier retains full ownership and copyright over all drawings and specifications created for the Services. These cannot be used to solicit estimates or quotations from competitors without explicit permission from the Supplier.
2.Before the Delivery Date, it is the Customer's responsibility to obtain the necessary permissions for the Supplier to utilise, at no cost, any Documents provided in the Customer's Input.
3.All materials, equipment, tools, drawings, specifications, and data provided by the Supplier to the Customer, including the Supplier's Equipment, remain the exclusive property of the Supplier. While in the Customer's possession, these items must be kept securely at the Customer's risk, maintained in good condition, and returned upon request. They must not be disposed of or used in any way other than as authorised by the Supplier in writing.
Termination
1.Either party may terminate this Contract without incurring liability to the other by giving notice if:
(a) The other party materially breaches any term of the Contract and, if the breach can be remedied, does not rectify it within 30 days after written notification;
(b) The other party suspends or indicates an intention to suspend payment of its debts, is unable to pay its debts as they become due, acknowledges an inability to pay its debts, or is considered unable to pay its debts under section 123 of the Insolvency Act 1986 if it is a company; or
(c) The other party stops, or threatens to stop, conducting all or a significant portion of its business.
2.Upon termination of the Contract for any reason:
(a) The Customer must promptly pay all outstanding invoices and accrued interest to the Supplier. For Services rendered but not yet invoiced, the Supplier may issue an invoice, which must be paid immediately upon receipt;
(b) All Goods and the Supplier's Equipment must be returned by the Customer. If the Customer does not comply, the Supplier has the right to enter the Customer's premises to recover these items. The Customer is responsible for safeguarding these items until they are returned or repossessed;
(c) Rights and obligations accrued at the time of termination, as well as any provisions intended to survive or that inherently continue post-termination, remain in effect.
The Supplier will not be held liable under the Contract for any failure or delay in fulfilling its obligations or for the inability to continue business operations if such issues are caused by events or circumstances beyond the Supplier's reasonable control. This includes, but is not limited to, labor strikes, lockouts, or other industrial actions, utility or transport service failures, acts of God, war, riots, civil unrest, acts of vandalism, adherence to legal or governmental mandates, accidents, machinery or equipment breakdowns, natural disasters like fire, flood, or storm, or the failure of suppliers or subcontractors.
Variation
1.The Supplier reserves the right to modify the Services or products at any time to ensure compliance with current safety standards or legal regulations, so long as these modifications do not significantly alter the essence, extent, or pricing of the Services.
2. Except for changes made under clause 1, no amendment to the Contract, these Conditions, or any related Documents will be considered valid unless it is documented in writing and signed by authorised representatives of both parties.
Waiver
1.A waiver of any contractual right is only valid if it is documented in writing and pertains specifically to the situation it addresses. Neither the delay nor failure of any party to exercise a right or remedy under this Contract or by law will be interpreted as a waiver of that right or any other rights or remedies, nor will it limit or prevent their future exercise. The partial or single use of any right or remedy does not restrict or preclude further use of that or any other right or remedy.
2.Unless explicitly stated otherwise, the rights granted by this Contract are cumulative and do not negate or limit the rights provided by law.
Sever ability
Should any provision or part of a provision in this Contract be declared invalid, illegal, or unenforceable by a court or other competent authority, that specific provision or part shall be considered excluded from the Contract to the extent necessary. The validity and enforceability of the remaining provisions will not be impacted.
Changes to Terms
We reserve the right to modify these Terms and Conditions at any time. Any changes will be effective immediately upon posting on our website. Continued use of our services constitutes acceptance of those changes.