TERMS AND CONDITIONS OF BUSINESS
1. LEGAL CONSTRUCTION
In the event of any inconsistency between these conditions and the terms and/or conditions of the order placed by the Purchaser these conditions shall prevail unless otherwise agreed in writing by HVACSTORE Ltd ("the Company"). Rights and obligations of the parties arising under this contract shall be determined and the terms and conditions thereof shall be construed according to English law. The Company supplies goods to the trade only and the Purchaser acknowledges and warrants that it is not "dealing as a consumer" within the meaning of the Unfair Contract Terms Act 1977.
2. PRICES
Prices refer to those in effect at the time of quotation. The Company reserves the right to charge prices ruling at the date of despatch of goods. Carriage is charged at the rates specified by the Company at the time and cover one delivery by normal carrier to one UK destination per one complete order. Special delivery instructions may incur an additional charge.
3. VAT
Prices quoted are exclusive of Value Added Tax which will be charged at the rate in operation at the relevant tax point.
4. PAYMENT TERMS
Payment is due immediately on placing an order either by debit or credit card. Orders will not be despatched until payment clearance is confirmed.
5. PACKAGING
Any packaging is intended to provide adequate protection to cover normal carriage conditions within the UK.
6. CLAIMS
Claims for non-delivery, shortage or incorrect goods must be made to the Company IN WRITING within 7 days of the delivery date, time to be of the essence. Goods damaged in transit must be notified in writing to both the carrier and the Company within 3 days of receipt thereof, time to be of the essence. The Company reserves the right to refuse any claims made outside the time limits set out above.
7. RETURNS
Returns will not be accepted unless previously agreed in writing by the Company. In cases where goods have been correctly supplied by the Company and the return is to be accepted a minimum handling charge of 20% of sales value may be levied. Any returns are made at the Purchaser's own cost.
8. CANCELLATION
Cancellation of order will only be accepted with the consent of the Company and on terms which indemnify it against all loss. This may result in a cancellation charge being levied. Any goods returned to the Company without the prior written consent of a Director of the Company will not under any circumstances be accepted for credit or refund.
9. DELIVERY
Any delivery date quoted is an estimate only although every endeavour is made to adhere to it. The Company however shall not be liable for any delay in delivery. It is the responsibility of the customer to arrange for the unloading of any goods. Should the customer fail or be unable to take delivery of any goods during the normal working day, from 8.30am to 5.00pm Monday to Friday, the customer will be responsible for any re-delivery costs.
10. RISK AND TITLE
The goods are at the Purchaser's risk from physical delivery to the Purchaser or Purchaser's Carrier or other bailee for transmission to the Purchaser, whichever is the earlier. Title shall pass to the customer when the customer has paid to the Company all sums due under the contract.
11. RETENTION OF TITLE
11.1 Notwithstanding delivery and passing of risk, title in the Goods shall not (unless otherwise agreed in writing by the Company in relation to specified Goods) pass to the Purchaser until whichever shall be the first to occur of the following:
11.1.1 full payment for the Goods (including any interest) being received by the Company and no other amount then being outstanding from the Purchaser to the Company;
11.1.2 the sale of the Goods by the Purchaser in accordance with these conditions in which case title to the Goods shall pass to the Purchaser immediately prior to delivery of the Goods to the Purchaser's customer.
11.2 Until title to the Goods passes the Purchaser will hold the Goods as fiduciary agent and bailee for the Company. The Goods shall, subject to paragraph 11.1.2, be kept separate and distinct from all other property of the Purchaser and of third parties and in good repair and condition and stored, identified and insured (at the Purchaser's cost) as the Company's property.
11.3.1 Until payment the Purchaser is licensed by the Company to use or to sell the Goods in the ordinary course of its business;
11.3.2 The Company may at any time revoke this power of sale and use by notice to the Purchaser to take immediate effect;
11.3.3 This power of sale and use shall automatically cease on the happening of any event, commencement of any proceedings (in any jurisdiction) or taking of any action (whether by the Purchaser or any other person or body) which calls into question the solvency of the Purchaser;
11.3.4 Upon determination of this power of sale and use, whether by notice or automatically, the Purchaser shall immediately place any of the Goods still in existence and unsold at the disposal of the Company who shall be entitled to enter upon any premises of the Purchaser to remove such Goods.
12. GUARANTEE
We guarantee that we will, at our option, replace faulty goods supplied by the Company or repair the same or refund the purchase price thereof, subject to the Purchaser being in strict compliance with the manufacturers instructions and the claim being made in writing to us within 12 months after the sale or such other period as may have been dictated by the Company, time to be of the essence. The Company's obligations to refund, repair or replace the Goods is the sole liability of the Company as regards the quality fitness or description of the Goods and their correspondence with sample or specification. All other representations, warranties, conditions, terms and statements express or implied are excluded. Responsibility for ensuring the Goods comply with the laws of any Country outside the U.K. rests with the Purchaser.
We shall not be liable for any direct or indirect loss or damage to property or persons howsoever arising from the sale, use or installation of the goods or from any defect in the goods otherwise than provided by the law. In no event shall any failure of any kind on the part of the Company give rise to any liability for loss of revenue or any other consequential loss or damage arising from any reason whatsoever. The liability of the Company under any circumstances whatsoever is limited to the value of goods supplied.
13. FORCE MAJEURE
If the contract shall become impossible to perform in whole or in part by any means whatsoever outside the control of the Company, including war, invasions, act of foreign enemy, hostilities, civil war, rebellion, civil strife, force majeure, government action, strikes or industrial action, or failure of supplier, or act of God the Company may rescind the contract.
14. PATENTS AND COPYRIGHTS
The sale of goods and publication of data does not imply freedom from patent or other protective rights.
15. CHANGES OF PRODUCT SPECIFICATION AND INFORMATION
The Company policy is one of continuous product development in the goods it supplies. The Company therefore reserves the right to make reasonable changes to product specifications at its discretion without prior notice.
16. ORIGIN OF GOODS
The Company makes no representation and gives no warranty in respect of the sources or origin of manufacture or production of the Goods or any part thereof.
17. DISPUTES
The parties will attempt in good faith to resolve any dispute or claim relating to this contract failing which they will attempt to resolve the dispute through an alternative dispute resolution procedure as recommended by the Centre for Dispute Resolution. If the parties fail to resolve the dispute after 3 months then the dispute will be referred to arbitration to be carried out by a single arbitrator agreed by the parties or recommended by the President of the Chartered Institute of Arbitrators according to the provisions of the Arbitration Act 1996 and the decision of the arbitrator shall be final and binding on the parties.
18. THIRD PARTY RIGHTS
The Parties to this Contract do not intend any term of this Contract to be enforceable by a third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
