Terms and Conditions
The use of the Roman Ltd website is subject to the following terms and conditions. By accessing the site constitutes your agreement to abide by the Terms & Conditions.
Use of Copyright and Trademark material from the Roman Ltd Website (“Site”)
The Roman Ltd website and all information within are subject to international Copyright and Trademark Protection Laws and therefore the Site is strictly for personal, non-commercial use only. Users are permitted to browse and download material from the site solely for the use of viewing and understanding Roman Ltd products and services. Users are not permitted to download, reproduce, distribute or display any of the material from the Site for Commercial use without prior written consent from Roman Ltd.
Roman Ltd will endeavor to keep the Site as up to date and accurate as possible. However, Roman Ltd and its Directors accept no responsibility for any errors or omissions within the site content, which may directly lead to any loss or damage.
Conditions of Sale
1. Definitions and interpretation
1.1 In these Conditions:
“Authorised Retailer” means a retailer authorised by the Seller under these terms and conditions to purchase products through the Seller’s website for resale online;
“Brand Guidelines” means the brand guidelines of the Seller from time to time;
“Buyer” means the person who purchases the Products from the Seller;
“Conditions” means the standard terms and conditions of sale set out in this document;
“Contract” means the contract for the purchase and sale of the Products;
“E-Commerce Guidelines” means the e-commerce guidelines of the Seller from time to time;
“E-Commerce Legislation” means all legislation in force from time to time governing online trading;
“Images” means the images owned by the Seller and used in connection with the Products;
“Products” means the products which the Seller is to supply in accordance with these Conditions; and
“Seller” means Roman Limited (registered in England and Wales under company number 2184168).
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of the Sale
2.1 The Seller shall sell and the Buyer shall purchase the Products in accordance with any quotation of the Seller which is accepted by the Buyer or any written order of the Buyer which is accepted by the Seller.
2.2 Unless otherwise agreed in writing by the Seller, all Products are supplied subject to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions of the Buyer.
2.3 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
2.4 The Seller’s employees or agents are not authorised to make any representations concerning the Products unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3. Orders and Specifications
3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Products within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.2 The Seller reserves the right to make any changes in the specification of the Products which are required to conform with any applicable statutory or EC requirements or which do not materially affect their quality or performance.
3.3 No order may be modified or cancelled by the Buyer before delivery except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of the modification or cancellation.
3.4 If the Buyer modifies or cancels an order after the Products have been delivered and requires the Products to be returned to the Seller, the Products must in the Seller’s opinion be in a saleable condition and in their original packaging and the Buyer shall pay to the Seller a restocking charge of 25% of the net value of the Products to be returned to the Seller.
3.5 No Products may be returned to the Seller which are over six months old, obsolete stock or are in the Seller’s reasonable opinion no longer saleable.
4. Authorised Retailers
4.1 The Seller may (but is not obliged to) from time to time authorise a retailer to purchase Products from the Seller’s website for resale through its website as an Authorised Retailer.
4.2 An Authorised Retailer shall comply at all times with the E-Commerce Legislation.
4.3 An Authorised Retailer shall adhere to the Seller’s Brand Guidelines and E-Commerce Guidelines when selling the Seller’s Products.
4.4 The Seller shall provide the Authorised Retailer with:
4.4.1 the Brand Guidelines and the E-Commerce Guidelines; and
4.4.2 Images for use in accordance with the E-Commerce Guidelines.
4.5 The appointment as an Authorised Retailer shall continue until:
4.5.1 the Seller gives not less than 28 days’ notice in writing that the Authorised Retailer is no longer authorised (with immediate effect); or
4.5.2 the Authorised Retailer gives not less than 28 days’ notice in writing to the Seller terminate its authorisation.
4.6 In the event of the Authorised Retailer being de-authorised,
4.6.1 the Seller shall have the option to buy from the Authorised Retailer any stocks of the Products at the same price the Authorised Distributor paid for them. To exercise the option, the Seller must give notice to the Authorised Retailer within 14 days of being de-authorised, stating the quantities of Products it wishes to buy. The Authorised Retailer shall deliver such Products to the Seller within 14 days of receiving the Seller’s notice, and the Seller shall pay for the Products in full within 30 days of their delivery. The Seller shall be responsible for the costs of packaging, insurance and carriage of the Products;
4.6.2 if the Seller chooses not to exercise its option to buy back the Products under term 4.6.2, or purchases only part of the Authorised Retailer’s stocks of Products, the Authorised Retailer shall dispose of its remaining stocks of Products as directed by the Seller.
4.6.3 the Authorised Retailer shall:
184.108.40.206 cease to use any Images within 28 days (or such other period as is notified by the Seller to the Authorised Retailer), including removal of all Images from the Authorised Retailer’s website;
220.127.116.11 return to the Seller any of the Seller’s promotional materials or copies of the Images that are in the Authorised Retailer’s control.
4.7 The Authorised Retailer shall not:
4.7.1 represent itself as an agent of the Seller for any purpose;
4.7.2 give any condition, warranty or representation on the Seller’s behalf.
5. Price of the Products
5.1 The price of the Products shall be the Seller’s quoted price or if no price has been quoted (or the quoted price is no longer valid) the price listed in the Seller’s promotional price list current at the date of acceptance of the order.
5.2 The Seller shall use its reasonable efforts to hold any quotation given valid for 30 days.
5.3 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Products to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (including but without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture, any change in delivery dates, quantities or specifications for the Products which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions).
5.4 Where Products are supplied within the United Kingdom, except as otherwise stated under the terms of any quotation and unless otherwise agreed in writing between the Buyer and Seller, all prices given by the Seller are inclusive of delivery.
5.5 Where Products are supplied for export from the United Kingdom, except as otherwise stated under the terms of any quotation and unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Products otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.
5.6 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
6. Terms of Payment
6.1 The Seller shall be entitled to invoice the Buyer for the price of the Products on or at any time after delivery of the Products, unless the Products are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Products, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Products are ready for collection or (as the case may be) the Seller has tendered delivery of the Products.
6.2 Unless otherwise agreed in writing by the Seller, the Buyer shall pay the price of the Products within 30 days from the end of the month of the date of the Seller’s invoice, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Products has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract.
6.3 Each order for the Products shall constitute a separate Contract and any default by the Seller in relation to any one Contract shall not entitle the Buyer to terminate or withhold payment of any other Contract. Any default by the Seller in relation to any one Product in a Contract shall not enable the Buyer to terminate or withhold payment in respect of any other Products in a Contract.
6.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
6.4.1 cancel the Contract or suspend any further deliveries to the Buyer; and
6.4.2 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum above RBS plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
7.1 Delivery of the Products shall be made by the Seller delivering the Products to a place agreed by the Seller and Buyer. The Buyer may collect the Products at the Seller’s premises at any time after the Seller has notified the Buyer that the Products are ready for collection but no discount will be given in respect of such collection.
7.2 Any dates quoted for delivery of the Products are approximate only and the Seller shall not be liable for any delay in delivery of the Products however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in writing. The Products may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
7.3 The Seller may at the Seller’s option deliver by instalments.
7.4 Where the Products are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
8. Risk and Property
8.1 Risk of damage to or loss of the Products shall pass to the Buyer:
8.1.1 in the case of Products to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Products, the time when the Seller has tendered delivery of the Products; or
8.1.2 in the case of Products to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Products are available for collection.
8.2 Notwithstanding delivery and the passing of risk in the Products, or any other provision of these Conditions, the property in the Products shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Products and all other Products agreed to be sold by the Seller to the Buyer for which payment is then due.
8.3 Until such time as the property in the Products passes to the Buyer, the Buyer shall hold the Products as the Seller’s fiduciary agent and bailee, and shall keep the Products separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but the Buyer shall be entitled to resell or use the Products in the ordinary course of its business. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Products passes from the Seller the entire proceeds of sale or otherwise of the Products shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money.
8.4 Until such time as the property in the Products passes to the Buyer (and provided the Products are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Products to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Products are stored and repossess the Products.
9. Warranties and Liability
9.1 Subject to the conditions set out below the Seller warrants that the Products will correspond with their specification at the time of delivery and will be free from defects in material and workmanship.
9.2 The Seller will where practicable repair or replace any Products which are accepted by the Seller as having been defective by reason of defects in materials or workmanship.
9.3 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.4 Any claim by the Buyer which is based on any defect in the quality or condition of the Products or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Products and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Products had been delivered in accordance with the Contract.
9.5 Where any valid claim in respect of any of the Products which is based on any defect in the quality or condition of the Products or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to repair or replace the Products.
9.6 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit, use, contract, goodwill or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Products or their use or resale by the Buyer.
9.7 The entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Products, except as expressly provided in these Conditions.
10. Force Majeure
The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Products, if the delay or failure was due to any cause beyond the Seller’s reasonable control.
11. Intellectual Property
All intellectual property in the Products arising now or in the future is and shall remain the exclusive property of the Seller.
12.1 This clause applies if:
12.1.1 the Buyer commits any material or repeated breach of the Contract and in the case of a breach capable of remedy fails to remedy the same within 30 days after receipt of a written notice giving particulars of the breach and requiring it to be remedied;
12.1.2 the Buyer is dissolved, becomes unable to pay its debts as they fall due, institutes or has instituted against it proceedings seeking a judgment of insolvency or bankruptcy, has a resolution passed for its winding up or liquidation, or seeks or becomes the subject of the appointment of an administrator, receiver, administrative receiver or similar official in respect of all or any of its assets or suffers any similar or analogous act or process in any jurisdiction outside England and Wales;
12.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
12.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
12.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to terminate the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Products have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
12.3 If any Contract is terminated in accordance with this clause, the Buyer shall compensate the Seller for any loss suffered by the Seller.
13. Export Terms
13.1 In these Conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the content otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
13.2 Where the Products are supplied for export from the United Kingdom, the provisions of this clause 12 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.
13.3 Where the Products are supplied for export from the United Kingdom the Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Products into the country of destination and for the payment of any duties on them.
13.4 Unless otherwise agreed in writing between the Buyer and the Seller, the Products shall be delivered to the air or sea port of shipment and the Seller shall be under no obligation to given notice under section 32(3) of the Sale of Goods Act 1979.
13.5 The Seller shall have no liability for any claim in respect of any defect in the Products which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
13.6 The Buyer undertakes not to offer the Products for resale in any other country notified by the Seller to the Buyer at or before the time the Buyer’s order is placed, or to sell the Products to any person if the Buyer knows or has reason to believe that that person intends to resell the Products in any such country.
14.1 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 registered office or 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 the notice.
14.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
14.4 The Contract shall be governed by the laws of England and Wales, and the Buyer agrees to submit to the exclusive jurisdiction of the English courts.
Shipping & Handling Fees
Some products may require a shipping and handling fee. If a Fee is required, it will be clearly shown on the order confirmation page before you submit to any payments.
Occasionally, Roman may experience difficulty in despatching orders. Therefore if we are experiencing any problems, we will make every effort to inform you of the delay.
Delivery of our products will only be made to the registered credit card holder and also must be a permanent resident of the UK.
Reporting a Product Query
Upon delivery of your product, you are required to inspect the product thoroughly as to ascertain any faults, damages or errors. This is so they can be rectified immediately.
Product queries can be reported to our Customer Services Department by;
Customer Services Department
Aycliffe Industrial Park
Telephone: 01325 328034
Fax: 01325 328031