SOS Fuels Terms & Conditions – fuel
Terms & Conditions for Purchases of Heating Oil or Red Diesel
These Conditions apply to Orders placed through SOS Fuels for the supply of heating oil and/or red diesel by Ourselves or a Supplier and govern our and the Supplier’s respective dealings with you. They apply as appropriate to both Business Customers (as defined) and Domestic Customers (as defined). Please:
- Read the definitions set out in Condition 1 below carefully to identify on what basis you are contracting. If you are unsure then ask us. Some Conditions will apply just to Business Customers and some just to Domestic Customers and these are clearly marked as such. If a Condition is silent on this subject then it applies equally to both. The latest version of these Conditions may be obtained at any time from our website (www.sosfuels.co.uk); and
- Read these Conditions carefully to understand the basis upon which your Order has been submitted and, if your Order is accepted, the terms upon which the Goods will be supplied.
Please note: if you are an individual buying heating fuel for your home then you are likely to be a Domestic Customer.
We draw the attention of all our customers in particular to Conditions 4 and 5 below and, in Schedule 1 (the Supplier Conditions) Supplier Condition S8 and S10 set out below which contain provisions relating to your potential liability to us and/or the Supplier and our/the Supplier’s potential liability to you.
About – Important Notice and Disclaimer
SOS Fuels is a web-based and own delivery supplier which seeks to match customers wishing to buy Goods with Participating Suppliers and SOS Fuels by identifying the best quote according to the customer’s stated location and delivery preferences. We act as agent for the Participating Suppliers and supply from our Sleaford depot in carrying out this service and in administering the ordering process on their behalf including (without limitation) the administration of quotations, customer orders and customer payments as well as issuing order confirmations on behalf of Suppliers. Orders may also be placed with us by telephone. Further details of our services are set out in Condition 3 below. Together these activities performed by us are referred to as “the Services” in these Conditions.
The contract for the supply of heating oil or red diesel is made between you, the Customer, and with the relevant Supplier or SOS Fuels Accordingly, SOS Fuels does not accept responsibility for the acts or omissions of Suppliers or for the Goods supplied (or any services provided) by them. We take responsibility for delivery’s from our Sleaford depot. Our role is limited to the operation of this website and acting as the agent of the Suppliers and deliveries from our Sleaford depot in the administration of quotations, Customer orders and Customer payments as well as issuing order confirmations on their behalf.
If you require clarification or information regarding these Conditions, their application or the basis upon which we or the Supplier’s operate, then please visit our frequently asked questions page or, should your question not be answered at that point, please contact us on 01529 305891
1.1 The following definitions, unless the context requires otherwise, apply to these Conditions:
|we or us||means SOS Fuels Limited, a company registered in England and Wales under company number 5345637, with its registered address at Unit 1, Poplar business Park, Sellwood Court, Sleaford, NG34 8GJ;|
|you or your||the person, company or other type of organisation that receives the Services from us or that enters into a Contract to purchase Goods from a Supplier (as the case may be) and who will be either a Business Customer or a Domestic Customer;|
|SOS Fuels Ltd||means our website at www.sosfuels.co.uk;|
|Business Customer||any customer ordering or receiving Goods and/or Services whilst acting in the course of his trade, business, craft or profession;|
|Conditions||means these Terms & Conditions for Purchases of Heating Oil or Red Diesel;|
|Contract||means the contract under which the Supplier shall supply Goods to you pursuant to, in accordance with and subject to the Supplier Conditions;|
|Domestic Customer||any customer that is acting as a ’consumer’, that is a natural person who is not acting in the course of his trade, business, craft or profession;|
|Force Majeure Event||has the meaning given in Condition 6.4;|
|Goods||home heating oil or red diesel (as the context shall require);|
|Good Industry Practice||the exercise of such high degree of skill and care as would reasonably be expected from an appropriately skilled and experienced person with expertise in the relevant area, including the handling of and dealing with goods the same as or similar to the Goods;|
|Insolvent||you are unable to pay your debts as they fall due or you are, or become, the subject of any insolvency procedure (for example, without limitation, receivership, liquidation, administration, voluntary arrangements (including moratorium) and bankruptcy) or any application or proposal for an insolvency procedure;|
|Order||means an order placed by you for Goods through SOS Fuels Ltd and “Ordered” shall be construed accordingly;
Order Confirmation has the meaning in Condition 3.3.5;
|Participating Suppliers||means the fuel supply companies on our systems from time to time whose prices are entered in order to provide quotes to you in respect of the Goods;|
|Services||means the web-based (or telephone) services we provide in identifying the best quote according to the Customer’s stated location and delivery preferences from those provided by the Participating Suppliers and SOS Fuels so as to identify the cheapest appropriate Participating Supplier of the required Goods and the services undertaken by us in administering the ordering process on behalf of Participating Suppliers and ourselves including (without limitation) the administration of quotations, customer orders and customer payments as well as issuing order confirmations on behalf of Suppliers; The oil we supply and deliver from our Sleaford depot and|
|Supplier||means the fuel supply company who enters into a Contract with you to supply the Goods;|
|Supplier Conditions||means the terms on which the relevant Supplier will supply the Goods to you, as set out in Schedule 1 to these Conditions;|
- APPLICATION OF THESE CONDITIONS AND QUESTIONS
This Condition 2 shall apply to your use of SOS Fuels and our Services and to all purchases of Goods made by you from a Supplier and ourselves pursuant to Condition 3.
2.1 These Conditions apply to:
2.1.1 all Orders placed by you for Goods to be supplied by a Supplier and SOS Fuels; and/or
2.1.2 all Services provided by us through or pursuant to SOS Fuels, including any Orders placed through us by telephone.
2.2 By using SOS Fuels and/or our Services you accept these Conditions and agree to abide by them. If you do not agree to these Conditions then you must not use SOS Fuels or seek to enter into a Contract pursuant to it.
2.3 If you have any general comments or queries regarding the Goods (and/or Services) then you must raise these issues before accepting any quote on SOS Fuels. If you have any questions on particular products or performance issues and so if you have any specific or technical queries then you should address them to us in writing (including email) we can then get the appropriate person to respond (as appropriate) and any response we might provide to such queries will be given only to the best of our knowledge and belief and without any liability on our part. Business Customers only: all other descriptions, specifications and illustrations on SOS Fuels are approximations and for information purposes only and you should not rely upon the same.
2.4 We may, at any time and without notice to you make changes to the specification of the Goods that we believe or a Supplier believes are necessary to ensure that they conform to any applicable safety or statutory requirements and/or make minor modifications to the specification of the Goods that we or a Supplier consider necessary or desirable (and which should not have any material adverse effect on the performance of the Goods.
- SERVICES AND PROCESS
3.3 We are a fuel distribution company and we do supply the Goods. We also use other supplies to deliver our oil. As part of our Services we (through SOS Fuels) facilitate the sale of the Goods to you by the relevant Supplier through the following process:
3.3.1 We give the best price we can from ourselves and any supplier we use.
3.3.2 We show our best prices available from amongst the Participating Suppliers who are able to meet your requirements in the area of your location and the best price is then displayed on SOS fuels but the identity of the Participating Supplier with the best price is not revealed to you at this stage;
3.3.3 If you wish to purchase the Goods at that best price quoted then you indicate your wish to purchase the Goods by completing the online order form on SOS Fuels (or calling our telephone sales team) and paying us (as agent on behalf of the Supplier or if purchased from ourselves) for the Goods. As indicated on SOS Fuels, placing of your order shall be deemed to be an offer by you to purchase the Goods from the Supplier or ourselves at the relevant price which is then subject to acceptance by us on behalf of the Supplier and ourselves;
3.3.5 We will send you an email confirming that your offer has been accepted by ourselves or the Supplier and the price, the estimated delivery date and the name and contact details of that Supplier or ourselves (this is an Order Confirmation), at which point the Contract between you and SOS Fuels to purchase the indicated volume of Goods is formed on the terms of the Supplier Conditions;
3.3.6 It is your responsibility to carefully read the information set out in the Order Confirmation and inform us without delay if any of the information is incorrect;
3.3.7 We will pass your details (name, address and contact details, but not payment information) on to the relevant Supplier if applicable so that they can affect the relevant delivery of Goods (in accordance with the Supplier Conditions);
3.3.8 We reserve the right at any time to affect or procure the assignment of or otherwise transfer the Contract to an alternative Supplier and do not act as agent for you; and
3.3.9 You will have the right pursuant to Condition S12 of the Supplier Conditions to cancel a Contract by contacting SOS Fuels on 01529 305891 or e-mailing email@example.com prior to the Supplier’s or SOS fuels carrier leaving the premises to fulfil your order.
3.6 There are no card processing charges in respect of payments made via debit cards.
3.7 Fuel prices are regularly updated by SOS fuels. If we fails to update or incorrectly updates prices and you accept a quote based on out-of-date or incorrect information, you will be notified of the anomaly by us or the Supplier as soon as reasonably practicable and will be given the chance to accept or reject the new price before the Goods are delivered. If you reject the revised price then the Order will be cancelled and any relevant Contract terminated. We accept no liability for any inconvenience or costs incurred by you as a result of out of date or incorrect prices.
3.9 The Contract for the supply of the Goods is between SOS Fuels and the Supplier. You acknowledge that we are not responsible for the Goods or their delivery, including (without limitation) any issues relating to the delivery, quality, safety, accuracy and/or volume of the Goods, all of which are the responsibility of the Supplier (except to the extent that any of such matters are your responsibility as set out in these Conditions).
3.11 SOS Fuels has the right to refuse to process an Order (and the SOS Fuels will not be obliged to deliver any Goods) if payment cannot be made.
- YOUR OBLIGATIONS
4.1 When placing an Order for Goods through SOS Fuels, you must:
4.1.1 provide information about any special delivery conditions or requirements at the time the Order is placed (this would include, without limitation, narrow access, constrained turning of delivery vehicles or a difficult access to or underground tank);
4.1.2 ensure clear instructions are left at your premises for the driver to determine the correct tank for delivery to be made (this is particularly important where there is the possibility of confusion of which tank to fill);
4.1.3 use your best efforts to ensure that the Supplier will have safe and reasonable access to the delivery location in order that the delivery can be made; and
4.1.4 ensure that the relevant tanks/fill pots into which delivery is to be made meet relevant statutory requirements and are safe to receive each delivery of the Goods.
4.2 A call to you or you can call SOS fuels to you where the volume of the Goods delivered is less than that Ordered. The credit will be applied back to your payment card
4.3 Where the Supplier is not able to deliver the full Order volume of the Goods because the amount Ordered was in excess of the tank’s capacity, then we will refund the appropriate proportion of the charges paid back to you, provided that SOS fuels shall have the right to amend the price per litre payable by you in respect of the Goods delivered to reflect the appropriate price band for the volume of Good. If SOS Fuels finds that the tank is full or nearly full when they attempt delivery there may be an aborted delivery charge made to you. If you order 500 litres and your tank does not take the full amount we reserves the right to make a charge depending on the amount of the under-delivery. This will be deducted from the refund.
- OUR LIABILITY
Your attention is particularly drawn to this Condition. This section of the Conditions shall apply to your use of SOS Fuels and the facilitation by us of your purchases of Goods from SOS Fuels and our Suppliers under these Conditions.
5.1 Subject to Conditions 5.3 and 5.5, if you are a Domestic Customer and there is any claim relating to your use of SOS Fuels and/or our provision (or your receipt) of the Services as a result of any breach on our part of any of our obligations to you under these Conditions or our negligence, we are responsible for loss or damage you suffer that is a foreseeable result of our breach or our negligence but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach negligence or if it was contemplated by you and us at the time the Contract was made by you with the Supplier. Except in unusual or exceptional circumstances we expect these losses to be limited to the amount paid by you for the Goods which are the subject of the relevant Order.
5.2 Subject to Conditions 5.3 and 5.4, if you are a Business Customer and there is any claim relating to your use of SOS Fuels our provision (or your receipt) of the Services and/or any breach on our part of any of our obligations to you under these Conditions:
5.2.1 we shall in no circumstances whatsoever be liable to you, whether in contract, tort (including breach of statutory duty or negligence), misrepresentation, restitution or otherwise for loss of profit, loss of business, loss of anticipated savings, wasted time or any indirect or consequential loss arising out of or in connection with the performance or contemplated performance of our Services and/or the Contract;
5.2.2 our total liability to you whether in contract, tort (including breach of statutory duty or negligence), misrepresentation, restitution or otherwise for loss of profit, loss of business, loss of anticipated savings, wasted time or any indirect or consequential loss arising out of or in connection with the performance or contemplated performance of our Services and/or the Contract shall be limited to 200% of the payment in respect of our Services which we receive from the Supplier in connection with your Order.
5.3 Nothing in these Conditions excludes or limits in any way our liability for:
5.3.1 death or personal injury caused by our negligence;
5.3.2 fraud or fraudulent misrepresentation; or
5.3.3 any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.
5.4 When you order Goods you will be contracting with the Supplier or SOS Fuels on the Supplier Conditions. We give no warranties as to the quality or suitability of any Goods purchased through SOS Fuels and whilst we may agree (at our discretion) to assist in resolving any issues which have arisen in connection with an Order, any claims you may have with regard to the Goods or the delivery (or non-delivery) of the same are as between you and the Supplier and to be addressed to the Supplier under the Contract.
5.5 Please note it is your responsibility to satisfy yourself that you wish to purchase the Goods under the Supplier Conditions.
6.1 Written communications
Applicable laws require that some of the information or communications we send to members should be in writing. When using SOS Fuels, you accept that communications with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on SOS Fuels. For contractual purposes, you agree to this electronic means of communication and acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This Condition does not affect your legal rights.
All notices given by you to us must be given to SOS Fuels Limited at firstname.lastname@example.org or SOS Fuels Limited, Unit 1, Poplar Business Park, Sellwood Court, NG34 8GJ. We may give notice to you at either the e-mail or postal address provided to us when placing an order. Notice will be deemed received and properly served immediately when posted on SOS Fuels, 48 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e mail was sent to the specified e-mail address of the addressee.
6.3 Transfer of rights and obligations
We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract as agent on behalf of a Supplier, or of any of its rights or obligations arising under it, at any time during the term of the relevant Contract.
6.4 Events outside our control
6.4.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations to you that is caused by events outside its reasonable control (Force Majeure Event).
6.4.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
188.8.131.52 strikes, lock-outs or other industrial action (other than in relation to our own workforce);
184.108.40.206 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
220.127.116.11 fire, explosion, adverse weather conditions (including, without limitation, storm, ice or and/snow), flood, earthquake, subsidence, epidemic or other natural disaster;
18.104.22.168 interruption in or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
22.214.171.124 shortage or failure in supplies;
126.96.36.199 interruption or failure in any utility service;
188.8.131.52 interruption in or impossibility of the use of public or private telecommunications networks;
184.108.40.206 the acts, decrees, legislation, regulations or restrictions of any government.
6.4.3 Our performance of any of our obligations to you that may be affected by a Force Majeure Event is deemed to be suspended for the period that Force Majeure Event continues, and we will have an extension of time for performance of our obligations so affected for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations so affected may be performed despite the Force Majeure Event.
6.5.1 If we fail, at any time, to insist upon strict performance of any of your obligations to us under or in connection with these Conditions or, acting as agent for the Supplier, to that Supplier under the Contract, or if we fails to exercise any of the rights or remedies to which we are entitled, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.
6.5.2 A waiver by us of any default will not constitute a waiver of any subsequent default.
6.5.3 No waiver by us of any of these Conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with Condition 6.2.
If any of these Conditions or any provisions of a Contract concluded through SOS Fuels are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
6.7 Entire Agreement
6.7.2 You acknowledge that, in entering into a Contract, you are not relying upon any representation or warranty (whether made by us innocently or negligently) that is not set out in these Conditions or the documents referred to in them.
6.7.3 You and we both agree that the only respective liability in respect of any representations and warranties that are set out in these Conditions (whether made innocently or negligently) will be for breach of contract.
6.7.4 Nothing in this Condition 6.7 limits or excludes any liability for fraud.
6.8 Law and jurisdiction
Any dispute or claim arising out of or in connection with these Conditions and/or any contract formed thereunder will be governed by English Law and will be subject to the exclusive jurisdiction of the courts of England and Wales.
IMPORTANT – PLEASE READ
Please ensure that the product you are ordering from SOS Fuels Ltd is the correct size and suitable for the purpose. If you order a tank and find that it is too big, too small, or not suitable for your requirements it can be expensive to return it back to us. Our cancellation & returns policy explains this in more detail below (clause 4).
Shipping costs cover most of the UK – however for some products, parts of England, Scotland, Wales, Highlands and Islands may cost more. If in doubt please call or email before ordering and we will advise. If there is additional shipping we will contact you before taking your payment to confirm your acceptance.
TERMS OF BUSINESS
The customer’s attention is drawn in particular to the provisions of clause 8
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 10.6.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Force Majeure Event: has the meaning given in clause 9.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer’s order for the Goods, as set out in the Customer’s order form on this site or via telephone as the case may be.
Specification: any particular specification for the Goods that may be supplied to the Supplier by the Customer and agreed in writing by the Customer.
Supplier: Fuel Tank Shop.
1.2 Construction. In these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written includes e-mails.
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 By placing an Order the Customer is making an offer to purchase the Goods in accordance with these Conditions. As part of the checkout process, or on receipt of our Order confirmation, the Customer can check its order and correct any errors. The Supplier will send an Order acknowledgement, detailing the products the Customer has ordered. It is the Customer´s responsibility to ensure that the terms of the Order and any relevant Specification are complete and accurate.
2.3 The Supplier´s acceptance of an Order takes place when Goods are despatched. At this point the purchase contract will be made even if the Customer´s payment has been processed immediately, unless the Customer is notified that their Order is not accepted or it is cancelled.
2.4 The Supplier may refuse to accept an Order:
(a) where the Goods ordered are not available;
(b) where the Customer´s payment is not authorised;
(c) if there has been a pricing or product description error; or
(d) if the Customer does not meet any relevant eligibility criteria, including, but not limited to, where the Customer makes a declaration that they are a consumer, when in fact they are a business.
2.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract. Any advertising by the Supplier and any descriptions or illustrations contained on the Supplier’s website are published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or any other contract between the Supplier and the Customer for the sale of the Goods.
2.6 Any quotation for the Goods given by the Supplier or price shown on the website shall not constitute an offer. A quotation shall only be valid for a period of one Business Day from its date of issue.
2.7 If any of these Conditions are inconsistent with any term of the Order, the Order shall prevail.
2.8 The Supplier shall assign an order number to the Order and inform the Customer of it when confirming acceptance of the Order. The Customer should quote the order number in all subsequent correspondence relating to the Order.
2.9 The Customer may at any time before any agreed delivery date amend or cancel an Order by providing the Supplier with written notice by email to:email@example.com. If an Order is amended or cancelled the Customer´s liability shall be limited to payment of all costs reasonably incurred by the Supplier in fulfilling the Order up until receipt of the amendment or cancellation.
3.1 The Supplier shall ensure that delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered
3.2 The Supplier shall deliver the Goods to the location set out in the Order (Delivery Location).
3.3 Delivery of the Goods shall be completed on the Goods´ arrival at the Delivery Location.
3.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure event or the Customer´s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. The Supplier will inform the Customer if it becomes aware of an unexpected delay and will arrange a new delivery date. Please allow extra time for deliveries to [the Scottish Highlands and Islands or to those postcodes set out on the website.
3.5 If the Customer fails to take delivery of an Order, then, except where this failure is caused by the Supplier´s failure to comply with these Conditions or by a Force Majeure event the Supplier:
(a) will store the Goods until delivery takes place and may charge the Customer a reasonable sum to cover expenses and insurance; and
(b) shall have no liability for late delivery.
3.6 If the Supplier is not able to deliver the whole of the Order at one time due to operational reasons or shortage of stock, it will deliver the Order in instalments. The Customer will not be charged extra delivery costs for this. If the Customer requests delivery of the Order in instalments, the Supplier may charge extra delivery costs. If an instalment is faulty or late being delivered, that will not entitle the Customer to cancel any other instalment or the Contract.
3.7 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4. QUALITY, CANCELLATION & RETURNS
4.1 The Supplier warrants that on delivery the Goods shall:
(a) conform in all material respects with their description subject to any qualification or representation contained on the Supplier´s website, or in any brochures, advertisements or other documentation;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
(c) be fit for any purpose stated by the Supplier or for any reasonable purpose for which the Customer uses the Goods pursuant to any Specification;
(d) be free from material defects in design, material and workmanship, but for the avoidance of doubt this does not include scratches and other non-material blemishes on the finish of the Goods caused by the manufacturing, storage or delivery processes; and
(e) comply with all applicable statutory and regulatory requirements for selling the Goods in the United Kingdom.
4.2 Where the Customer has indicated that they are a consumer rather than a business and therefore that the Goods are intended for personal and not business use, the warranty in clause 4.1 is in addition to its legal rights in relation to Goods which are faulty or which otherwise do not conform with these Conditions. Advice about a consumer´s legal rights is available from any Citizens´ Advice Bureau or trading standards office.
4.3 Where the Customer has indicated that they are a business rather than a consumer and therefore that the Goods are intended for business and not personal use, except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
4.4 The warranty in clause 4.1 does not apply to any defect in the Goods arising from any use made of the Goods after giving notice of a defect, fair wear and tear, wilful damage, accident, negligence by the Customer or any third party (save for those engaged in delivery of the Goods), if the Customer uses the Goods in a way that is not recommended, the Customer´s failure to follow the Supplier´s or manufacturer´s instructions, or for any alteration or repair carried out by the Customer.
4.5 These Conditions apply to any repaired or replacement Goods supplied, in the unlikely event that the original Goods are faulty or do not otherwise conform with these Conditions.
4.6 Where the Customer is a consumer only, and the Customer wishes to cancel the Order or is unhappy with the Goods for any other reason after they are delivered, the Goods may be returned to us at your own cost. You must notify us of your wish to return the item within 14 days of receiving your the goods and then the returned goods must be received within a further 14 calendar days (30 days for faulty/damaged goods). Following expiry of this period the Customer shall have no right to return the Goods. The right to cancel does not apply to contracts for the supply of goods which are, after delivery, according to their nature, are inseparably mixed with other items (such as a tank or pump having been used with fuel or other liquid). Please advise us of your desire to return the goods so that the correct returns address and/or returns number can be provided to you.
4.7 Upon receipt of the returned Goods and providing the returned Goods are, in the Supplier´s reasonable opinion, unaltered and undamaged, the Supplier will refund the amount paid for the Goods. For BUSINESS Customers only; the refund will be less the original shipping charge and a restocking and administration fee of 20% + Vat of the total Order value.
4.8 No refund shall be given for products that have been manufactured to a Specification (bespoke made), unless the goods are faulty.
5. TITLE AND RISK
5.1 The risk in the Goods shall pass to the Customer on completion of delivery.
5.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:
(a) the Goods; and
(b) where the Customer is a business, all other sums which are or which become due to the Supplier for sales of the Goods or any other products to the Customer.
5.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) hold the Goods on a fiduciary basis as the Supplier´s bailee;
(b) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier´s property;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(e) notify the Supplier immediately if it becomes subject to any of the events listed in clause 7.2; and
(f) give the Supplier such information relating to the Goods as the Supplier may require from time to time, but the Customer may use the Goods in the ordinary course of its business.
5.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 7.2, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
6. PRICE AND PAYMENT
6.1 The price of the Goods shall be the price set out in the Order.
6.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
6.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be paid by the Customer when it pays for the Goods.
6.4 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
6.5 The Customer shall pay all amounts due under the Contract, at the time of Order, in full without any deduction.
7. CUSTOMER’S INSOLVENCY OR INCAPACITY
7.1 If the Customer becomes subject to any of the events listed in clause 7.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Supplier without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.
7.2 For the purposes of clause 7.1, the relevant events are:
(a) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply]; or
(b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than (where the Customer is a company) these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer]; or
(c) (being an individual) the Customer is the subject of a bankruptcy petition or order; or
(d) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
(e) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer; or
(f) (being a company) a floating charge holder over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver; or
(g) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer; or
(h) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 7.2(a)to clause 7.2(g) (inclusive); or
(i) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business; or
(j) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
8. LIMITATION OF LIABILITY
8.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
8.2 Subject to clause 8.1:
(a) the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or indirect or consequential loss arising under or in connection with the Contract (including any losses that may result from the Supplier’s deliberate personal repudiatory breach of the Contract; and
(b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by the Supplier’s deliberate personal repudiatory breach shall not exceed the price of the Goods.
8.3 Subject to Clause 8.1, the Supplier shall not be liable to the Customer or any third party for any misuse by the Customer of the Goods (including, but not limited to, the use by the Customer of the Goods for the storage of hazardous materials) that cause damage of any sort to the property of the Customer or a third party.
9. FORCE MAJEURE
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. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
10.1 Assignment and subcontracting.
(a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Supplier.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier, fax or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.2(a); if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by by e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
(a) If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
10.4 Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
10.5 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
10.6 Variation. Any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Customer.
10.7 Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.