Terms & Conditions
Standard Terms & Conditions of Sale
R&B UK JT Ltd – Terms and Conditions of Sale
1. Interpretation
In These Conditions
‘BUYER’ means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.
‘GOODS’ means the goods (including any installment of the Goods or any parts for them) which the Seller is to supply in accordance with these conditions.
‘SELLER’ means R&B UK JT Limited
‘CONDITIONS’ means the standard terms and conditions of sale set out in this document and (unless the context requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller
‘CONTRACT’ means the contract for the purchase and sale of the Goods
‘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.
2. Basis of the Sale
The Seller shall sell and the Buyer shall purchase the Goods and/or Services in accordance with these Conditions which shall govern the Contract to the exclusion of any other terms and conditions. No conditions endorsed upon or annexed to or referred to in any purchase order or similar document shall have effect.
Where goods are ordered to non-British standard specifications, it shall be the Buyer’s sole responsibility to satisfy itself that the Goods are fit for the Buyer’s purpose.
Any typographical, clerical or other error in any document issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3. Orders and Specifications
The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of the order submitted by the Buyer. If the Buyer wishes to vary any specification after placing an order, it shall supply to the Seller such new drawings as the Seller may reasonably require, in order to produce the Goods.
The Buyer shall indemnify the Seller against all losses incurred by the Seller arising out of claims for infringement of any intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
The Seller reserves the right to make any changes in the Specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on the 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 cancellation. Goods which have been specially manufactured to the Buyer’s order or which have been treated cannot be returned for the issue of credit notes.
Acknowledgement of Buyers order is deemed to be acceptance of Sellers Conditions of Sale without further notice or written confirmation of same by the Buyer.
4. Price of the Goods
The prices estimated are those applicable at the date of the estimate and are subject to variation without notice. It is a condition of the acceptance of your order that the price to be charged shall be that ruling at date of dispatch. The Seller reserves the right to increase estimated prices in the event of orders for reduced quantities.
5. Terms of Payment
The Buyer shall pay the price of the Goods within 30 days of the date of the Seller’s invoice, unless otherwise agreed in writing between the Buyer and the Seller, the Seller may invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods or where the Buyer wrongfully fails to take delivery of the Goods, when the Seller has tended delivery of the Goods, notwithstanding that the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
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:-
5.2.1 cancel the Contract or suspend any further deliveries.
5.2.2 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 5 per cent per annum above HSBC Bank 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).
5.2.3 Appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other Contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer).
6. Delivery and Performance
The Seller’s obligation in respect of delivery shall be to deliver the Goods (which shall not include unloading the Goods) as near to the delivery site specified in the Order, as a safe hard road permits, the safety of such road shall be determined by the Seller whose decision shall be final. The Buyer shall provide free of charge the labour required for unloading and stacking.
Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused and time for delivery shall not be of the essence. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery then, the Seller may:
6.3.1 store the Goods until delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.3.2 sell the Goods at the best price readily obtainable and charge the Buyer for any shortfall below the price under the Contract
7. Risk and Property
Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods and services agreed to be supplied by the Seller to the Buyer for which payment is then due. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but shall be entitled to resell or use the Goods in the ordinary course of its business.
All sums due or paid to the Buyer in respect of the resale or use of the Goods in the ordinary course of the Buyer’s business shall be held in trust for the Seller until such time as property in such Goods has passed to the Buyer.
Until such time as the property in the Goods passes to the Buyer (and provided the Goods 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 Goods 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 Goods are stored and repossess the Goods.
8. Warranty & Liability Statement
Version: 1.0
Applies to: Ductile iron covers and frames, gully gratings, composite covers, fabricated steel covers, associated accessories and assemblies supplied by R&B UK JT Ltd (“R&B”).
1. Our Warranty
1.1 Standard term. R&B warrants that eligible products are of satisfactory quality, free from defects in materials and workmanship at the time of delivery, and fit for the purpose set out in the relevant BS/EN/Water Industry/International Standard to which they are manufactured (including, where applicable, BS EN 124 series) for 12 months from the date of delivery (“Warranty Period”).
1.2 Structural performance. Where products are installed in accordance with the standard and R&B installation guidance, this warranty covers seating integrity, load-bearing capacity and permanent set for products supplied to the appropriate load class and application.
1.3 Remedy. At R&B’s option, and in full satisfaction of our liability, we will repair, replace (free of charge) or refund the price (or the relevant proportion) of any product that is confirmed by R&B to be defective under this warranty.
1.4 No charge for approved replacements. Where a claim is upheld, replacement products will be supplied free of charge. Consequential costs (e.g. traffic management, excavation, installation, plant, delay) are not covered — see §8.
2. What’s Covered
2.1 Products supplied by R&B and identified on the delivery note/invoice.
2.2 Defects arising from manufacturing (materials or workmanship) or a proven non-conformity with the applicable standard at the time of delivery.
2.3 For adopted highway assets or assets managed by public authorities, cover applies where the product selection and installation comply with the governing standard and authority requirements.
3. What’s Not Covered (Exclusions)
3.1 Installation & use: defects arising from incorrect selection, improper installation, faulty bedding, insufficient curing, use of non-conforming materials, misuse, overloading, abnormal site conditions, impact damage, or lack of maintenance.
3.2 Modifications/repairs: any item modified, repaired, or tampered with without R&B’s prior written approval.
3.3 Storage/handling: damage due to improper storage, prolonged outdoor exposure prior to installation, corrosion due to site contamination, or handling damage.
3.4 Wear & environment: fair wear and tear, cosmetic changes, and the temporary bitumen coating on cast iron wearing off in traffic use.
3.5 Third-party design: products manufactured strictly to Buyer’s drawings/specification where the defect results from that specification.
3.6 Unpaid invoices: warranty is suspended where the total price for the goods has not been paid by the due date.
3.7 Out-of-scope claims: any costs other than those set out in §1.3.
4. Your Responsibilities (Conditions of Cover)
4.1 Correct product selection for the application and load class.
4.2 Installation in accordance with relevant standards/codes of practice and R&B guidance (including bedding materials and methods).
4.3 Records: keep installation records (see §6) and retain proof of purchase.
4.4 No repairs without R&B’s prior written approval.
5. Notifying Us (Timescales)
5.1 Delivery issues (shortages/damage/visible defects): notify R&B within 48 hours of delivery.
5.2 Non-apparent defects: notify R&B within 14 days of discovery and within the 12-month Warranty Period.
5.3 If these timescales are not met, R&B may reasonably reject the claim where the delay prejudices investigation.
6. How to Make a Claim
Please email warranty@randb-uk.com with the subject “Warranty Claim – [Customer Name] – [SO/Invoice No.]” and include:
Proof of purchase: sales order/invoice number and delivery note.
Product details: range, product code/description, quantity.
Site location: GPS coordinates or what3words.
Installation data: date of installation; bedding material and method of application; ambient air temperature at installation; curing time before trafficking; installer details.
Asset owner: company/authority.
Evidence: clear photos/video of the product in situ, bedding interface, seating, surrounding construction, and any damage or movement.
Description of issue and when first observed.
Important: Do not remove, alter or repair the product before R&B has inspected or confirmed next steps in writing.
7. Inspection & Determination
7.1 R&B may require site inspection and/or return of samples for testing.
7.2 You must provide safe access and reasonable assistance for investigation.
7.3 R&B will confirm the outcome in writing and, where upheld, arrange the agreed remedy under §1.3.
8. Liability (Limitations)
8.1 Except for death or personal injury caused by R&B’s negligence or fraud/fraudulent misrepresentation, R&B shall not be liable for loss of profit, loss of revenue, loss of use, loss of contracts, third-party charges, traffic management, excavation/reinstatement, plant hire, labour, or any indirect or consequential loss.
8.2 R&B’s aggregate liability shall not exceed the price paid for the goods the subject of the claim.
8.3 All conditions, warranties or terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.4 Where goods are supplied to a consumer (as defined in applicable law), statutory rights are not affected.
9. Title, Payment & Force Majeure
9.1 Warranty is conditional upon payment in accordance with our terms.
9.2 R&B shall not be in breach for delay or failure due to causes beyond reasonable control (force majeure).
10. Returns (Where Requested by R&B)
10.1 Do not return goods without an R&B Return Authorisation (RA).
10.2 Returned goods must be clean, safely packaged, and accompanied by the RA and original order references.
10.3 For upheld claims, R&B will cover reasonable inbound carriage if pre-agreed in writing.
11. Governing Law
11.1 This Warranty & Liability Statement is governed by the laws of England and Wales, and disputes are subject to the exclusive jurisdiction of the courts of England and Wales.
12. Warranty Registration (Optional but Recommended)
Completing a registration helps speed up validation. Provide the following by email or online form:
Range: (e.g., Ductile Iron / Composite / Fabricated Steel)
Product type: (Manhole cover, Gully grate, etc.)
Product code/size:
GPS or what3words:
Bedding material & application method:
Ambient air temperature at install:
Date of installation:
Installer:
Asset owner (company/authority):
SO/Invoice number:
13. Practical Notes (Guidance)
Select the correct load class and frame depth for site conditions.
Use conforming bedding materials and follow curing times before trafficking.
Ensure level, uniform support to frame seating; avoid point-loading.
Temporary bitumen coatings on cast iron are sacrificial and will wear in service.
Keep photos and records — they materially assist any future claim.
9. Insolvency of Buyer
This clause applies if:-
9.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company goes into liquidation otherwise than for the purpose of amalgamation or reconstruction); or
9.1.2 an encumberancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
9.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
9.1.4 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.
If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10. Lien
The Seller shall have a general lien on all goods and property of the Buyer in the possession of the Seller in respect of all sums due from the Buyer to the Seller but unpaid and the Seller shall be entitled on giving 14 days notice in writing to the Buyer, to dispose of such goods or property and to apply the proceeds thereof towards reduction of such debt.
11. Export Terms
Unless the context otherwise requires, any term or expression which is defined or given a particular meaning by the provisions of Icoterms shall have the same meaning in these Conditions, but if there is any conflict between them, these Conditions shall prevail.
Where the Goods are supplied for export from the United Kingdom, the provisions of this Clause 11 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.
The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods in the country of destination and for the payment of any duties thereon.
Unless otherwise agreed in writing between the Buyer and the Seller, the Goods shall be delivered from the air or sea port of shipment and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods, which would be apparent on inspecting and which is made after shipment, or in respect of any damage during transit.
Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a bank in U.K. acceptable to the Seller or, if the Seller has agreed in writing on or before acceptance of the Buyer’s order to waive this requirement by acceptance by the Buyer and delivery to the Seller of a bill of exchange drawn on the Buyer and delivery to the Seller of a bill of exchange drawn on the Buyer payable 30 days after sight to the order of the Seller at such branch of HSBC Bank in England as may be specified in the bill of exchange.
12. General
The Contract shall be construed in accordance with English Law. The Buyer and Seller submit to the non-exclusive jurisdiction of the English courts.
In the event that a Court of competent jurisdiction should rule that any condition of part of a Condition is invalid, such Condition or part thereof shall be severed from the Contract and the Contract shall remain in force without such condition or part thereof.
A notice required or permitted by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time be notified pursuant to this provision to the party giving the notice.