Ricoh Standard Terms of Sale
1. Definitions
1.1 Unless the context otherwise requires:
"Order”:Means the document sent by the Customer, describing the Products and Services, specifying the Charges and any other information regarding the supply of the Products on the terms contained in this Agreement;
“Charges”:Means the payment due to Ricoh in respect of the supply of Products as specified in the Order;
“Confidential Information”:Means all information identified in writing as being confidential, which is obtained from the Customer by Ricoh, or from Ricoh by the Customer or is generated by Ricoh in connection with this Agreement or the Order;
“Price”: Means the purchase price of the Products specified in the Order;
“Products”:Means the equipment, accessories software or other products specified in the Order;
“Site”:Means the location where the Products and Services are to be delivered as specified in the Order;
2. Order Acceptance
2.1 The Order is contractually binding upon the Customer on its receipt by Ricoh and will be binding upon Ricoh when it is accepted by Ricoh.
3. Site
3.1 The Customer shall at its cost prepare the Site and provide sufficient facilities to enable Ricoh to deliver the Products The Customer is responsible for ensuring that its information technology system is compatible with the Products.
3.2 The Customer shall give Ricoh access to the Site.
4. Payment
4.1 The Price is payable on delivery of the Products.
4.2 The Customer shall pay Ricoh within thirty (30) days of the invoice date. All payments shall be made in full on the due dates for payment without any deduction, set-off or counterclaim for damages or any other reason. This is an essential condition of the Order.
4.3 If the Customer wishes to dispute the Charges, written notice must be received by Ricoh within twenty (20) days of the date of the invoice.
4.4 Without prejudice to any other rights it may have, Ricoh reserves the right to charge interest on all overdue payments by no more than the amount permitted under late payment legislation, such interest payments to run from the due date of payment until payment in full is received (both before and after any judgment) and/or to suspend the provision of Products until payment in full, including any accrued interest, is received.
4.5 The Customer shall pay Ricoh’s legal costs on a full indemnity basis if the Customer is in breach of the Order and Ricoh has to enforce the terms of the Order or has to recover payment of any sums due hereunder.
4.6 In order to cover its administration costs Ricoh reserves the right to charge an administration fee of no more than £25 per Product, per change in the event the Customer requires an administrative change to its account details (including but not limited to: billing address; Billing Period) and/ or in the event the Customer requires an invoice to be re-issued.
5. Insurance, Risk and Title
5.1 Liability for loss or damage to Products shall pass to the Customer upon delivery. 5.2 Title to the Products and all rights in the software (if any) shall be retained by Ricoh until payment of the Price.
6. Products and Software
6.1. The Products may not be new.
6.2 The Customer shall use the software in accordance with all software licences required by the licensors including licences (if any) for software included within the Products.
6.3 In the event of any conflict between the terms of the applicable licensor’s licence agreement and the Agreement, the licensor’s conditions shall prevail only in relation to the software.
7. Ricoh's Warranty
7.1 Ricoh can help the Customer to select the Products based on the requirements specified by the Customer, but their assessment and selection remains the Customer’s sole responsibility.
7.2 EXCEPT AS SET OUT EXPRESSLY IN THIS AGREEMENT, RICOH EXCLUDES, TO THE FULLEST EXTENT PERMISSIBLE IN LAW, ALL TERMS, CONDITIONS AND WARRANTIES (EXPRESS OR IMPLIED, STATUTORY, CUSTOMARY OR OTHERWISE).
8.Customer's Undertakings
8.1 The Customer undertakes to supply all assistance, documentation and other information necessary for Ricoh to deliver the Products
9. Ricoh's Liability
9.1 Ricoh does not exclude or limit its liability (if any) for:
(i) fraud;
(ii) death or personal injury resulting from Ricoh or Ricoh employees' negligence; or
(iii) any matter which cannot be excluded by or limited in law.
9.2 Except as set out in clause 9.1 above, Ricoh’s liability arising out of any one event, whether in contract, tort (including but not limited to negligence) or otherwise, to the Customer in respect of:
(i) any and all loss of or damage to tangible property shall not exceed one million pounds sterling (£1,000,000), and
(ii) any other loss or damage that is not excluded in clause 10.3, shall be limited to (i) the Charges paid and/or invoiced and payable in the previous six months or (ii) twenty-five thousand pounds, whichever is the higher.
9.3 Except as set out in clause 9.1 above, Ricoh shall not be liable to the Customer, whether in contract, tort (including but not limited to negligence) or otherwise for any of the following types of losses:
(i) loss of profits;
(ii) loss of revenue;
(iii) loss of or depletion to goodwill;
(iv) loss of use of or damage to data or software;
(v) infection of or damage or interference caused to any computer operating systems or programmes (or part thereof);
(vi) loss or damage suffered by the Customer as a result of an action brought against the Customer by a third party; and/or
(vii) any special, indirect or consequential loss; regardless of whether or not any such losses were foreseeable and/or Ricoh had been advised of the possibility of the Customer incurring such losses.
9.4 Except as set out in clause 9.1 above, Ricoh shall not be responsible for any failure or delay in performing its obligations to the extent that such failures or delays are caused by any: (i) inaccuracies or omissions in (a) specifications; or (b) information supplied or not supplied by the Customer; or (ii) acts or omissions of the Customer or a third party (other than Ricoh’s agents).
9.5 Ricoh has calculated the Charges on the basis of the exclusions from and limitations of liability contained in this Agreement. The Customer expressly agrees these exclusions and limitations of liability are reasonable and are reflected in the Charges which would be higher without these provisions.
10. Intellectual Property
10.1 Ricoh’s pre-existing proprietary rights shall remain with Ricoh and the Customer is not granted any rights in any intellectual property embodied in the Products developed by Ricoh on behalf of the Customer, including but not limited to (i) all patent, copyright, trade mark and other intellectual property rights therein; and (ii) all methodologies, processes, techniques, ideas, concepts, trade secrets and know-how embodied in the Products.
11. Force Majeure
11.1 Ricoh may, without liability, delay performance or cancel the Order on account of force majeure or other circumstances beyond its control including, but not limited to, acts of God, war, riot, fire, earthquake, explosion, flood, strike, lockout, injunction or telecommunications, electrical or source of supply failure, or the unavailability of services, personnel, products or materials.
12. Confidentiality
12.1 Except as in relation to any assignee or subcontractor referred to in clause 13.2 below or any employee within the parties’ respective group of companies (provided that each has advised employees, to whom Confidential Information of the other is disclosed, of this Agreement, pursuant to which such employees will be required to maintain the confidentiality of all Confidential Information), neither party shall, without the previous written consent of the other, use, publish or disclose to any person, nor cause nor permit any of its servants, agents or sub-contractors to use, publish or disclose any Confidential Information which it has received from the other, otherwise than for the performance of its duties under this Agreement, other than Confidential Information (i) which becomes generally available in the public domain other than by its unauthorised disclosure by the receiving party; or (ii) which has or may come into the possession of one party otherwise than in breach of a duty of confidence to the other party; or (iii) which is already in the possession of a party with the right to disclose; or(iv) which is required to be disclosed by law.
13. Assignment and Subcontracting
13.1 The Customer shall not, without Ricoh’s prior written consent, assign the Order to any other person in whole or in part.
13.2 Ricoh may assign the Order to any other person in whole or in part or subcontract the performance of any of its obligations under this Agreement or the Order. The subcontracting by Ricoh of any of its obligations in whole or in part shall not relieve Ricoh of its responsibility for the performance of its obligations to the Customer.
14. Termination
14.1 Ricoh may terminate the Order or any other agreement between Ricoh and the Customer with immediate effect on written notice if any of the following happens;
(i) The Customer or any guarantor fails to make prompt payment of any Charges or to remedy any other breach of the Order within thirty (30) days of notice by Ricoh to the Customer.
(ii) The Customer or any guarantor of the Order is unable to pay its debts as they fall due, or becomes bankrupt, or begins negotiations with its creditors, or goes into liquidation or administration, or has a receiver or administrative receiver appointed over all or any of its assets, or is dissolved.
(iii) A bailiff or other officer attaches, cedes, or impounds any of the Customer’s goods pursuant to a Court order or in Scotland an attachment is levied or attempted against any of its assets.
(iv) Prior to payment of the Price by the Customer, the Landlord of the premises where the Products are kept threatens to take any steps of distrain over the Products or in Scotland to exercise its right of hypothec over
them or any of them.
(v)Ricoh becomes aware that any information supplied by the Customer or any guarantor before entering into the Order was false in a material respect.
14.2 In the event of such termination, the Customer will immediately pay to Ricohall arrears of Charges and other sums due.
14.3 The Customer may terminate the Order with immediate effect on written notice if Ricoh is in material breach of any term of the Order provided that it has notified Ricoh in writing of the breach and given Ricoh not less than thirty (30) days in which to correct the breach.
14.4 On termination of the Agreement howsoever arising, clauses 3.2, 4, 5, 6, 8.2, 9, 10, 12, 14.2, 14.3, and 15 will remain in effect.
15. General Provisions
15.1 This Agreement and the Order set forth the entire understanding between the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the supply of Products. In particular the Customer acknowledges that it has not relied upon any statement, promise or representation made on behalf of Ricoh which is not set out in this Agreement. Any purchase order issued by the Customer shall be for its administrative purposes only and none of its terms and conditions shall be of any force or effect against Ricoh. No other agreements, representations or warranties, whether oral or written, shall be deemed to bind the parties with respect to this Agreement or the Order.
15.2 This Agreement and/or the Agreement may not be modified or amended except by mutual written agreement signed by authorised signatories of both parties.
15.3 Except as in relation to any assignee or subcontractor referred to in clause 13.2, the parties hereby agree that a person who is not a party to this Agreement and/or the Order has no right under the Contracts (Rights of Third Parties) Act 1999.
15.4 If the Customer is two or more persons, the obligations will be binding on each person separately and all persons jointly.
15.5 If any clause or part of a clause of this Agreement is found to be unenforceable then that clause or part will, to the extent required, be severed and will not affect any other provisions of this Agreement which will remain in full force and effect.
15.6 The waiver of a breach or default by either party shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
15.7 Any notice to be served shall be in writing and served upon the recipient at its address set out in the Order by registered post.
15.8 Save as otherwise expressly provided all Charges are expressed exclusive of value added tax (“VAT”) and any VAT arising in respect of any supply shall be paid to Ricoh by the Customer in addition to such charges.
15.9 Headings to clauses are for the purpose of information and identification only.
15.10 This Agreement, the Order and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the courts of England.
