Terms & Conditions

1 General

In these conditions:
1. "ROMA" means Roma Design & Manufacturing registered office is at Vorenbroekstraat 43, 2242 NV, Wassenaar, The Netherlands (registered in The Netherlands; number 1995159)
2. "the Client" means the person firm or company who accepts a quotation for Supplies or whose order for Supplies is accepted by ROMA
3. "Supplies" means the goods, services, concepts, designs, prototypes, drawings, models, product samples, tooling, products, freight, consultancy, computer programs and all other items as are detailed in ROMA's Quotation or Order Acknowledgement
4. "Premises" means the premises of the client at which the Supplies are to be delivered as specified or referred to in the ROMA's Quotation or Order Acknowledgement
5. "Confidential Information" means any secret proprietary and confidential information in any form whatsoever including but not limited to correspondence drawings models specifications reports documentation and analyses in whatsoever format including but not limited to written computerised and or digital formats
6. “Force Majeure” means in relation to either party any circumstances beyond the reasonable control of that party (including without limitation any strike lockout or other industrial action)
7. "Project" means the Project to supply the Supplies which is detailed in the Quotation or Order Acknowledgement
8. "Quotation" or " Order Acknowledgement" means the document to which these conditions are appended
9. "Stage" means a stage of the Project
10. “this contract” means these terms and conditions read in conjunction with ROMA’s Quotation and/or Order Acknowledgement and any other document referred to therein

This contract contains the entire bargain between ROMA and the Client and in the case of any inconsistency between these terms and conditions and terms and conditions of any other contract documents sent by the Client to ROMA (whatever their respective dates) in respect of the Supplies these terms and conditions shall prevail.
Any description or illustration in ROMA's catalogues brochures price lists or other advertising materials including ROMA’s website is intended merely to represent a general idea of the Supplies and shall not form or imply any representation or be part of this contract.
Any concession or waiver made by ROMA at any time shall not prejudice the exercise of its rights hereunder.
No waiver alteration or modification of these terms and conditions shall be valid unless made in writing and signed by the duly authorized representative of the party against whom the same shall be sought to be enforced.
ROMA reserves the right to correct any clerical errors made by its employees or in its sales literature quotations price lists or other documentation at any time.
The Client's order will only be accepted when an Order Acknowledgement is signed by an authorised signatory of ROMA and sent to the Client.
The exclusions and limitations contained in these terms and conditions only apply so far as permitted by the Sale and Supply of Goods Act 1994 the Consumer Credit Act 1974 the Unfair Contract Terms Act 1977 and the Unfair Terms in Consumer Contracts Regulations 1994 or any other statute or amendment thereof or Order made thereunder.
For the avoidance of doubt, the commencement of each Stage of the Project shall constitute a separate contract between the parties.
Any Quotation issued by ROMA shall only be valid for a period of 30 days from the date of such Quotation.

2 Payment terms

All prices are net and are subject to the addition of tax or any similar tax assessment or duty wheresoever and howsoever levied.
Payment shall be made in full not later than 30 (thirty) days from the date of ROMA's invoice.
All charges detailed in the Quotation and or Order Acknowledgement are based on wage rates at that date and ROMA in addition to the provisions contained in clause 9 reserve the right to vary any charges from time to time by giving not less than 2 months notice in writing to the Client.
ROMA reserve the right where their charges for any stage and/or project are in excess of five thousand euro (3,000.00 Euro) to submit interim invoices on a monthly basis.

3 Delivery

ROMA may require the Client to accept each Stage of the Project is complete by signing off that Stage. The signing off of each Stage shall be completed when the Client’s duly authorised representative shall have signed ROMA's form of acceptance for that Stage.
Unless otherwise expressly agreed in writing the Supplies shall be delivered to the Client at the Premises when the last Stage of the Project has been signed off in accordance with condition 3.1 above and the Client shall be ready to collect them and any additional expense caused to ROMA by the Client due to the Client not being ready for such delivery shall forthwith be reimbursed to ROMA.

4 Delivery/completion date

ROMA will use its best endeavours to meet any delivery or completion date but any date named by ROMA for delivery or completion is given and intended as an estimate only and is not to be of the essence of the contract. The Client shall nevertheless be bound to accept the Supplies when available. ROMA shall not be liable in any way in respect of late delivery or completion howsoever caused nor shall such failure be deemed to be a breach of contract.

5 Force majeure

If either party is affected by Force Majeure it shall promptly notify the other party of the nature and extent of the circumstances in question.
Neither party shall be deemed to be in breach of this agreement or otherwise be liable to the other for any delay in performance or the non-performance of any of its obligations under this agreement to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party and the time for performance of that obligation shall be extended accordingly.

6 Confidentiality

Neither party shall without the written consent of the other (save as required by law and as necessary to fulfill this Contract) disclose to any third party any Confidential Information received from the other party

Condition 6 above shall not apply to any Confidential Information that is:
1. Already in the possession of the other party
2. Lawfully becomes available to the other party
3. Generally available to the public through no act or default of the party who claims that the confidential information is in the public domain
Neither party shall without the consent of the other release for publication either to the press or otherwise any Confidential Information concerning the Supplies.

7 Warranties and liability

Subject to the conditions set out below ROMA warrants that all work carried out by it shall be carried out with reasonable care and skill and that it will carry out such testing and examination of the Supplies as is detailed in the Quotation or Order of Acknowledgement.
ROMA shall not be liable in any way whatsoever in the event that the Supplies (or any part of them) are used for a purpose for which they were not originally designed or intended.
Notification of any breach of the above warranty must be made in writing within 20 working days of the delivery of the Supplies failing which the Client shall be deemed conclusively to have accepted the same.
It is the responsibility of the Client to inspect and test the Supplies and each and every part thereof before use and/or commencement of commercial production to ascertain that they are in order.
No warranty is given that any Supplies will comply with any applicable statutory provisions unless ROMA has specifically agreed that the Supplies will comply with any such statutory provisions.
ROMA shall not be liable in any way whatsoever in respect of any defect in the Supplies resulting from any drawing design or specification supplied by the Client.
ROMA shall not be liable for any defect in any Supplies resulting from fair wear and tear wilful damage abnormal working conditions failure to follow ROMA's instructions misuse or alteration without ROMA's prior written approval.
Save as above ROMA shall not be liable to the client 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 this Contract for any loss of profit or any indirect special or consequential loss damage costs expenses or other claims (whether caused by negligence of ROMA its servants or agents or otherwise) and insofar as ROMA is liable for any costs to claim or demand whatsoever of the Client the liability of ROMA shall be limited to (at the absolute discretion of ROMA) repairing replacing re-working or modifying any such defects in the Supplies.
The Client agrees to indemnify and keep ROMA indemnified and hold ROMA harmless against any and all product liability claims, judgements, decrees, costs, expenses or any such loss which ROMA might sustain by reason of products developed under this agreement which are manufactured or sold by or on behalf of the Client its licensees or authorised representatives. ROMA shall promptly notify the Client of any such claim and the Client shall have the right to conduct the defence of any claim provided that the Client shall at all times keep ROMA fully informed of the progress of any defence. The terms of this clause shall not terminate on the expiry or termination of this agreement.

8 Variations

The parties may (from time to time as agreed between them in writing) alter amend add to or otherwise vary any part of the Project to supply the Supplies ("Variation").
The parties shall as a result of any Variation endeavour to agree (and if they are agreed shall record in writing) any necessary or appropriate:

Increase or decrease in the price for the Supplies and or
Alter any contractual timescales in a fair and reasonable manner and failing agreement the matter shall be referred to an expert for determination in accordance with clause 17.1.

9 Cancellation

The Client may terminate suspend or postpone the Project at the end of any Stage by giving ROMA written notice and will pay to ROMA such amounts as may be necessary to cover ROMA's reasonable costs (and profit thereon) incurred on the Project up to the date of termination suspension or postponement.
The client will also pay to ROMA all fees in respect of any forward commitment advance payment or other obligation entered into by ROMA in respect of the Project.

10 Overdue payment and cancellations

ROMA shall be entitled to charge interest at a rate equal to 4% above the base lending rate of National Westminster Bank plc from time to time on all overdue payments from the date the payment was due until the date such payment is made in full.
ROMA shall be entitled to suspend or cancel further deliveries or any work on any Stage of the Project or other services or work under this and any other contract between the parties hereto:

If any payment is overdue or
If the client shall have failed to take delivery of any supplies or
If the client having been requested so to do by ROMA shall have failed to sign off any stage of the project

For the purpose of this condition, the time of payment shall be of the essence of the contract.
The Client shall not be entitled to withhold or set off payment for any reason.
The Client acknowledges that if any payment under this or any other contract is outstanding for more than 60 days then so far as it able so to do ROMA reserve the right to use resell or exploit the supplies and or any materials ancillary thereto in whatsoever manner ROMA deem fit.

11 Passing of risk and property

Risk of damage to or loss of the Supplies shall pass to the Client:
1. In the case of Supplies to be collected from the Premises at the time when ROMA notifies the Client that the Supplies are available for collection; or
2. In the case of Supplies to be delivered to any other premises at the time of delivery or if the Client wrongfully fails to take delivery of the Supplies the time when ROMA has tendered delivery of the Supplies
Notwithstanding delivery and the passing of risk in the Supplies or any other provision of these Conditions of Sale neither the property nor any other rights in the Supplies shall pass to the Client until ROMA has received in cash or cleared funds payment in full of the price of the Supplies and all other supplies agreed to be provided by ROMA to the Client for which payment is then due.
Until such time as the property in the Supplies passes (to the Client) the Client shall keep the Supplies separate from those of the Client and of third parties and properly stored and the Client shall hold the Supplies as ROMA's fiduciary agent and bailee and the Client shall ensure that the Supplies are properly protected and insured for their full value and identified and marked as ROMA's property and until such time the Client shall not be entitled to resell use amend alter put into production do any other thing or process charge or otherwise deal or dispose of the Supplies or do anything which is inconsistent with ROMA's ownership of the Supplies and the Client shall account to ROMA for any and all insurance proceeds in respect of the Supplies and keep all such proceeds separate from any monies or property of the Client and third parties.
Until such time as the property in the Supplies passes to the Client ROMA shall be entitled at any time to require the Client to deliver up the Supplies to ROMA.
The Client shall not be entitled to pledge or in any way charge by way of any security for any indebtedness any of the Supplies which remain the property of ROMA but if the Client does so (In contravention of this clause 11.5) all money owing by the Client to ROMA shall (without prejudice to any other right or remedy of ROMA) forthwith become due and payable.

12 Intellectual property right infringement

The Client acknowledges that the provision of the Supplies is an innovative process and that it is not possible for ROMA to guarantee the freedom to operate or that the supplies will not infringe the intellectual property rights of a third party.
It is the Clients responsibility to make all enquiries and carry out patent registered design or other relevant searches to ensure that no existing intellectual property rights are infringed in the proposed design or the Supplies.
ROMA will not without the consent of the Client knowingly copy or knowingly incorporate the intellectual property of a third party in the Supplies.
The Client shall be solely responsible for the consequences of any patent trademark design copyright or other infringement of commercial rights resulting from the Client’s specification design or use of the Supplies and the Client shall fully indemnify ROMA against all actions claims proceedings damages costs and expenses arising from any actual or alleged infringement of any such rights.

13 Standards/codes of practice

It shall be the responsibility of the Client to inform ROMA of the existence and identity of any British European or International Standard(s) or Code(s) of Practice relevant to the Supplies prior to the commencement of this Contract.

14 Assignment of intellectual property rights

All intellectual property rights in the Supplies shall remain the absolute property of ROMA until all sums due under this Contract have been paid to ROMA.
Upon completion of the Project (or each Stage of the Project if applicable) and receipt of all sums due from the Client ROMA shall at the cost of the Client assign to the Client all intellectual property rights in the Supplies which are the property of ROMA and which are necessary for the Client to use sell or exploit the Supplies (but excluding any ROMA know how).
For the avoidance of doubt all intellectual property and any other commercial rights whatsoever in any work undertaken by ROMA in fulfilling any Stage of the Project and which is not signed off or accepted by the Client shall at all times remain the absolute property of ROMA and may be used resold or exploited by ROMA in whatsoever manner it sees fit.
The Client will at its own expense be responsible for the registration and or protection of any patent design or other intellectual property right in any Supplies whether pursuant to the Registered Designs Act 1949 (as amended) the Copyright Designs and Patents Act 1988 or otherwise.

15 Breach

If the Client:

Makes default in or commits any breach of its obligations to ROMA under this or any other contract or
Is involved in any legal proceedings in which its solvency is involved or
(Being an individual) has a bankruptcy petition presented against him or becomes bankrupt or enters into any voluntary arrangement
(Being a Company) commences liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or assumes the obligations imposed on the Client pursuant to these Terms and Conditions) or has a receiver appointed in respect of its assets or ceases or threatens to cease to trade or if serious doubt arises as to the Client's solvency
Then and in any such case ROMA shall immediately become entitled (without prejudice to its other claims and rights under this contract) to suspend further performance of this contract for such time not exceeding six months as it shall in its absolute discretion think fit or (whether or not notice of such suspension shall have been given) to treat the contract as wrongfully repudiated by the Client and forthwith terminate the contract. ROMA will notify the Client of the exercise of its option to suspend or terminate this contract within a reasonable time of it's becoming aware of the fact or default on the Client's part giving rise to the ROMA's rights under this condition.

16 Staff

Neither party shall during the period commencing on the date of this Contract and continuing until 12 months after the date of completion termination or postponement of this Contract solicit or employ any person in the employ of the other party or who shall have been in such employ at any time within the previous 12 months.

17 Dispute resolution

If at any time the parties hereto are unable to agree upon any sum of money or monetary obligation due from one party to the other in connection with this contract or are unable to agree on any variation of any time limit for the Project then the dispute or difference shall be settled by an expert to be appointed by agreement between the parties or in default of agreement by the President for the time being of the Institute of Chartered Accountants such person to act as an expert and not as an arbitrator and his decision shall be binding on the parties.
If any other dispute shall arise between the parties in connection with this contract ROMA may give notice in writing of the existence of such dispute to the Client and require the same to be referred to the arbitration of a person mutually agreed upon or failing agreement to some person appointed by the President for the time being of the Institute of Arbitrators.

18 Jurisdiction

This contract shall be interpreted according to Dutch Law and the Client hereby accepts the jurisdiction of the Courts in the Netherlands.

19 The validity of conditions of sale

If any clause sentence or paragraph or part of these terms and conditions or the application of them to any person shall for whatever reason be adjudged by a Court of competent jurisdiction to be invalid such judgement shall not affect the remainder of these terms and conditions which shall continue in full force and effect but such judgement shall be limited and confirmed in its operation to the clause sentence or paragraph or part of it directly involved in the dispute to which the judgement relates.

20 Invalidity of part

If any part of any provision of this agreement be invalid or unenforceable, then the remainder of such provision and all other provisions of this agreement shall remain valid and enforceable.

21 Third party rights

None of the provisions of these terms and conditions are intended to or will operate to confer any benefit to a person who is not named as a party to these terms and conditions.

22 Provision of sample

The Client will provide to ROMA a complete sample of any production item which incorporates any part of the Supplies.

23 PR

ROMA will be entitled to promote its involvement in the Project once the Project or the Product resulting from the Project is in the public domain or at any time with the Client’s consent in writing.