Terms and Conditions

1. INTERPRETATION

1.1 In these Conditions, the following definitions apply:

Business Day
A day (other than a Saturday, Sunday or public holiday in England and Wales) when banks in London are open for business.

Conditions
These terms and conditions of sale and supply as amended from time to time in accordance with Clause 16.6.

Consumer
An individual acting wholly or mainly outside their trade, business, craft or profession.

Contract
The contract between RTG and the Customer for the sale and purchase of Goods and/or supply of Services in accordance with these Conditions.

Customer
The person, firm or company who purchases Goods and/or Services from RTG.

Data Destruction
The certified erasure or physical destruction of data storage media carried out by RTG as part of the Services.

Delivery Location
The location set out in the Order, or such other location as the parties may agree in writing.

Force Majeure Event
Has the meaning given in Clause 11.

Goods
The goods (or any part of them) set out in the Order, which may include new, refurbished or used IT hardware and related equipment.

Order
The Customer's order for Goods and/or Services, or the Customer's written acceptance of RTG's quotation.

RTG
Reuse Technology Group Ltd (registered in England and Wales, Company No. 06629338) whose registered office is at Unit D2 Thamesview Business Centre, Rainham, Essex RM13 8BT.

Services
The services (or any part of them) set out in the Order, including but not limited to IT asset disposition (ITAD), data destruction, asset collection, refurbishment, and environmental reporting.

Specification
Any specification for the Goods or Services agreed in writing between the Customer and RTG.

1.2 In these Conditions: (a) a reference to a statute or statutory provision includes any subordinate legislation made under it; (b) any phrase introduced by "including", "include", "in particular" or similar shall be illustrative and not limiting; (c) a reference to writing includes email.

2. BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase Goods and/or Services from RTG. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.

2.3 The Order shall only be deemed accepted when RTG issues a written acceptance (which may be by email), at which point the Contract shall come into existence.

2.4 A quotation from RTG shall not constitute an offer and shall be valid for 14 days from its date of issue unless otherwise stated. RTG reserves the right to withdraw or amend a quotation at any time before acceptance.

2.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges it has not relied on any statement, promise or representation not set out in the Contract.

2.6 Once accepted, an Order may not be cancelled by the Customer without the prior written consent of RTG, and subject to such cancellation charges as RTG may reasonably require.

3. GOODS AND SERVICES

3.1 The Goods and Services are as described in the Order (subject to confirmation in RTG's written acceptance).

3.2 RTG reserves the right to make any changes to the Goods or Services required to comply with applicable law or regulatory requirements, or which do not materially affect their nature or quality.

3.3 Where Goods are described as refurbished or used, the Customer acknowledges that such Goods may show signs of prior use consistent with their grade and condition as described. Any Specification agreed in writing between the parties shall take precedence.

3.4 Where the Customer requires Goods to be modified in accordance with a Specification supplied by the Customer, the Customer shall indemnify RTG against all liabilities, costs, expenses, damages and losses (including indirect or consequential losses) arising from any claim for infringement of a third party's intellectual property rights arising from RTG's compliance with such Specification. This Clause 3.4 shall survive termination of the Contract.

3.5 Any samples or descriptive matter produced by RTG are for illustrative purposes only and shall not form part of the Contract or have any contractual force.

4. DELIVERY

4.1 RTG shall deliver the Goods to the Delivery Location at any time after notifying the Customer that the Goods are ready for delivery.

4.2 Delivery of the Goods shall be completed on their arrival at the Delivery Location. Risk in the Goods passes to the Customer on completion of delivery.

4.3 Any dates quoted for delivery are estimates only. Time of delivery is not of the essence. RTG shall not be liable for any delay caused by a Force Majeure Event or the Customer's failure to provide adequate delivery instructions.

4.4 If the Customer fails to take delivery within 3 Business Days of RTG notifying the Customer that the Goods are ready, RTG may store the Goods and charge the Customer for all related costs and expenses (including insurance). If the Customer has still not taken delivery within 10 Business Days, RTG may resell or otherwise dispose of the Goods.

4.5 The Customer shall inspect all Goods immediately on receipt and shall notify RTG of any discrepancy or damage in writing within 2 Business Days of delivery. RTG shall not accept liability for delivery discrepancies or damage in transit notified after this period, or where the Customer has signed for the Goods as correct and in good condition.

4.6 RTG may deliver the Goods by instalments, each of which shall be invoiced and paid separately and shall constitute a separate Contract. Any delay or defect in one instalment shall not entitle the Customer to cancel any other instalment.

4.7 RTG shall not be liable for any loss or damage in transit where the Customer arranges its own transportation.

4.8 The Incoterm applicable to each Order shall be as specified on RTG’s quotation or Order confirmation. All Incoterms references in these Conditions and in any quotation or Order are to Incoterms® 2020 published by the International Chamber of Commerce. Where no Incoterm is specified on the quotation or Order, the default shall be EXW (Ex Works) at RTG’s premises, Unit D2 Thamesview Business Centre, Rainham, Essex RM13 8BT.

4.9 The agreed Incoterm determines the point at which risk in the Goods passes from RTG to the Customer and the allocation of freight, insurance and customs costs between the parties. For the avoidance of doubt: (a) where EXW applies, risk passes when the Goods are made available at RTG’s premises and the Customer is responsible for all carriage, insurance, export clearance and import costs; (b) where DAP applies, RTG is responsible for carriage to the named destination and risk passes on arrival, but the Customer remains responsible for import duties, taxes and customs clearance; (c) where FCA applies, risk passes when RTG hands the Goods to the carrier nominated by the Customer at the named place, and the Customer is responsible for all onward carriage and import costs. Title to the Goods remains with RTG until payment in full is received regardless of the Incoterm applied, in accordance with Clause 7.

5. SERVICES

5.1 RTG shall provide the Services with reasonable skill and care and in accordance with the Specification.

5.2 Where Services include Data Destruction, RTG shall provide a certificate of destruction in accordance with the agreed standard (such as ADISA or equivalent). The Customer acknowledges that it remains responsible for compliance with applicable data protection legislation in relation to any data held on assets prior to collection.

5.3 The Customer shall provide RTG with such access, information and co-operation as RTG reasonably requires to perform the Services. RTG shall not be liable for any failure to perform Services resulting from the Customer's failure to comply with this clause.

5.4 RTG shall provide environmental and asset reporting on request and as agreed in the Order, including CO₂ avoided, assets reused and data destruction certification.

5.5 Time is not of the essence for performance of the Services unless expressly stated in writing.

6. CONDITION OF GOODS

6.1 RTG warrants that, on delivery and for a period of 90 days from the date of delivery (the Warranty Period), the Goods shall: (a) conform in all material respects with their description and agreed Specification; and (b) be free from material defects in materials and workmanship.

6.2 Where Goods are sold as refurbished or used, the warranty in Clause 6.1 is given in the context of the agreed grade and condition of the Goods and does not imply that the Goods are equivalent to new.

6.3 If the Customer gives written notice to RTG during the Warranty Period within a reasonable time of discovery that Goods do not comply with the warranty in Clause 6.1, and RTG is given a reasonable opportunity to inspect such Goods, RTG shall at its option repair or replace the defective Goods, or refund the price of the defective Goods in full.

6.4 RTG shall not be liable under Clause 6.1 where: (a) the Customer makes further use of the Goods after giving notice; (b) the defect arises from the Customer's failure to follow RTG's instructions; (c) the Customer alters or repairs the Goods without RTG's written consent; (d) the defect arises from wilful damage, negligence, or abnormal conditions; or (e) the Goods differ from the Specification due to changes made to comply with applicable law.

6.5 Except as set out in this Clause 6, RTG shall have no liability for failure to comply with the warranty.

6.6 Where the Customer is a Consumer, the statutory rights of the Consumer under the Consumer Rights Act 2015 are not affected by these Conditions.

6.7 Returns must be in their original or equivalent packaging. RTG will issue a Returns Authorisation Number which must be referenced on the return. Goods not meeting these requirements may be refused and returned to the Customer, and a handling charge of up to 15% of the order value may be levied.

7. TITLE AND RISK

7.1 Risk in the Goods passes to the Customer on completion of delivery in accordance with Clause 4.2.

7.2 Title to the Goods shall not pass to the Customer until RTG has received payment in full (in cash or cleared funds) for: (a) the Goods; and (b) any other goods or services supplied by RTG in respect of which payment has become due.

7.3 Until title passes, the Customer shall: (a) hold the Goods as RTG's bailee; (b) store the Goods separately and identifiably as RTG's property; (c) not remove or obscure any identifying marks; (d) maintain the Goods in satisfactory condition and keep them insured for their full price; and (e) notify RTG immediately on becoming subject to any insolvency event.

7.4 If before title passes the Customer becomes subject to an insolvency event, RTG may at any time require delivery up of the Goods and, if the Customer fails to do so, enter any premises where the Goods are stored to recover them.

8. PRICE AND PAYMENT

8.1 The price of the Goods and/or Services shall be as set out in the Order, or if no price is quoted, as set out in RTG's published price list current at the date of the Contract.

8.2 Unless otherwise agreed in writing, prices are exclusive of: (a) VAT (or equivalent taxes); (b) packaging, insurance and transport costs; and (c) import duties, customs charges and local taxes applicable to international orders. These shall be invoiced in addition.

8.3 Payment terms shall be as agreed in writing between RTG and the Customer for each Contract. RTG may require payment in advance (pro-forma), on delivery, or on agreed credit terms. In the absence of written agreement, payment is due in full prior to despatch.

8.4 Time of payment is of the essence. If the Customer fails to pay any amount by the due date: (a) RTG may suspend further deliveries and Services; (b) all outstanding sums shall become immediately due; and (c) RTG may charge interest on the overdue amount at 8% per annum above the Bank of England base rate, accruing daily from the due date until actual payment.

8.5 RTG may invoice the Customer on or at any time after completion of delivery or performance of Services.

8.6 All amounts shall be paid in full without set-off, counterclaim, deduction or withholding except as required by law.

8.7 RTG reserves the right to review and amend credit terms at any time, including withdrawal of credit facilities on reasonable notice.

9. CUSTOMER INSOLVENCY OR INCAPACITY

9.1 If the Customer: (a) suspends or threatens to suspend payment of its debts; (b) is unable to pay its debts as they fall due; (c) commences negotiations with creditors for rescheduling of debt; (d) has a petition, notice or order made for its winding up, bankruptcy or administration; (e) has a receiver or administrative receiver appointed; or (f) ceases or threatens to cease to carry on all or a substantial part of its business — then RTG may without liability cancel or suspend all further deliveries and Services, and all outstanding sums shall become immediately due.

9.2 Termination of the Contract shall not affect any accrued rights or remedies of either party.

10. LIMITATION OF LIABILITY

10.1 Nothing in these Conditions shall limit or exclude RTG's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) breach of terms implied by section 12 of the Sale of Goods Act 1979 or section 17 of the Consumer Rights Act 2015; (d) defective products under the Consumer Protection Act 1987; or (e) any matter for which it would be unlawful to exclude or restrict liability.

10.2 Subject to Clause 10.1, and to the fullest extent permitted by law: (a) RTG shall not be liable to the Customer for any loss of profit, loss of business, loss of data, loss of goodwill, or any indirect or consequential loss; and (b) RTG's total liability to the Customer in respect of all other losses arising under or in connection with the Contract shall not exceed 100% of the price paid or payable by the Customer for the Goods and/or Services giving rise to the claim.

10.3 Where the Customer is a Consumer, these limitations apply only to the extent permitted by applicable consumer protection legislation.

11. FORCE MAJEURE

11.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event, meaning any event beyond a party's reasonable control which by its nature could not have been foreseen or, if foreseeable, was unavoidable, including: acts of God, war, terrorism, riot, civil commotion, industrial disputes, failure of energy sources or transport networks, epidemics or pandemics, government or regulatory action, extreme weather, fire, flood, earthquake, or default of suppliers or subcontractors.

11.2 The party affected by a Force Majeure Event shall promptly notify the other in writing and shall use reasonable endeavours to mitigate its effects. If the Force Majeure Event continues for more than 30 days, either party may terminate the Contract on written notice without liability, save that the Customer shall pay for any Goods or Services already delivered or performed.

12. DATA PROTECTION

12.1 Each party shall comply with its obligations under applicable data protection legislation including the UK GDPR and the Data Protection Act 2018.

12.2 Where RTG processes personal data on behalf of the Customer in connection with the Services, the parties shall enter into a data processing agreement on reasonable terms.

12.3 The Customer warrants that it has authority to transfer any personal data contained on assets provided to RTG and that such transfer complies with applicable data protection law.

13. INTELLECTUAL PROPERTY

13.1 All intellectual property rights in any reports, certificates or documents produced by RTG in the course of providing the Services shall vest in RTG unless otherwise agreed in writing. RTG grants the Customer a non-exclusive licence to use such materials for its internal business purposes.

13.2 The Customer shall not reproduce, distribute or commercially exploit any RTG materials without RTG's prior written consent.

14. EXPORT COMPLIANCE

14.1 Both RTG and the Customer acknowledge that the Goods may be subject to export control laws and regulations, including the UK Export Control Order 2008, UK Strategic Export Controls, EU dual-use regulations (where applicable), and US Export Administration Regulations (EAR) (where applicable). Nothing in these Conditions shall relieve either party of its own statutory obligations under applicable export control legislation.

14.2 RTG's obligations as exporter. As the exporter of record (where applicable), RTG shall: (a) assess whether any Goods are controlled items or dual-use goods requiring an export licence under applicable UK or EU legislation prior to despatch; (b) obtain such export licences, open general licences (OGLs) or other authorisations as are required for RTG to lawfully export the Goods; (c) comply with all conditions attached to any export licence or undertaking held by RTG, including record-keeping, reporting and end-use monitoring obligations; (d) screen the Customer, end-user and destination against applicable UK, EU and UN sanctions lists and restricted party lists prior to completing any transaction; and (e) decline to fulfil any Order where RTG cannot satisfy itself that the transaction is lawful under applicable export control and sanctions legislation.

14.3 Customer's obligations. The Customer shall: (a) provide RTG with accurate and complete information regarding the intended end-use, end-user and destination of the Goods upon request, and shall promptly notify RTG of any change to such information; (b) not use, re-export, transfer or divert the Goods in any manner that would breach applicable export control or sanctions legislation; (c) obtain all import licences, permits and authorisations required in the destination country; (d) pay all import duties, taxes, tariffs and customs charges applicable in the destination country; and (e) where RTG supplies Goods subject to an export licence or undertaking, comply with all end-use conditions, restrictions or obligations notified by RTG as a condition of supply.

14.4 End-use undertakings. Where required by applicable export control legislation or by the terms of RTG's export licence, the Customer shall, prior to delivery, provide RTG with a signed end-user undertaking (EUU) or such other documentation as RTG may require, confirming the intended end-use and end-user of the Goods, that the Goods will not be re-exported without appropriate authority, and that the Customer will comply with all applicable export control obligations. RTG shall not be obliged to deliver Goods subject to such a requirement until the Customer has provided satisfactory documentation.

14.5 Sanctions. The Customer warrants that neither it, nor any entity or individual that will use, receive or benefit from the Goods, is subject to any applicable sanctions, trade restrictions or export embargoes. The Customer shall not export, re-export, sell or transfer the Goods to any sanctioned country, entity or individual. The Customer shall indemnify RTG against all losses, fines, penalties, costs and expenses arising from any breach by the Customer of this Clause 14.

14.6 Suspension and cancellation. RTG reserves the right to suspend or cancel any Order at any time without liability where RTG reasonably determines that fulfilling the Order may breach applicable export control or sanctions legislation, or where the Customer fails to provide information or documentation required under this Clause 14. RTG shall not be liable for any loss or damage arising from such suspension or cancellation.

15. ENVIRONMENTAL AND WEEE COMPLIANCE

15.1 RTG operates in accordance with applicable waste electrical and electronic equipment (WEEE) regulations and holds relevant waste management authorisations. Where RTG collects assets as part of the Services, it will handle and process such assets in accordance with applicable environmental legislation.

15.2 The Customer warrants that any assets transferred to RTG for disposal or refurbishment are the Customer's property or that the Customer has authority to transfer them, and that such transfer complies with applicable waste and environmental regulations.

15.3 RTG may provide environmental impact reports (including CO₂ avoided, water saved and critical minerals conserved) upon request. Such reports are indicative and based on industry-standard methodology. They do not constitute a guarantee or warranty of environmental outcome.

16. GENERAL

16.1 Assignment. RTG may assign, transfer or subcontract any of its rights or obligations under the Contract. The Customer may not assign or transfer any rights or obligations without RTG's prior written consent.

16.2 Notices. Any notice under the Contract shall be in writing and delivered by hand, pre-paid post or email to the party's registered office or principal place of business. Notices sent by email shall be deemed received one Business Day after transmission.

16.3 Severance. If any provision of these Conditions is found to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable. The remaining provisions shall continue in full force and effect.

16.4 Waiver. No failure or delay by RTG in exercising any right or remedy shall constitute a waiver of that right or remedy.

16.5 Third Party Rights. A person who is not a party to the Contract shall have no rights to enforce its terms under the Contracts (Rights of Third Parties) Act 1999.

16.6 Variation. No variation of these Conditions shall be effective unless agreed in writing and signed by a director of RTG.

16.7 Governing Law. The Contract and any dispute arising out of or in connection with it shall be governed by the law of England and Wales.

16.8 Jurisdiction. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with the Contract, save that RTG reserves the right to bring proceedings in any jurisdiction where the Customer is located or where RTG's assets or rights are at risk.

16.9 Consumer Dispute Resolution. Where the Customer is a Consumer, they may have the right to use alternative dispute resolution (ADR) schemes. Details are available from the Chartered Trading Standards Institute (www.tradingstandards.uk).