1.1 in these conditions the following definitions and rules of interpretation shall apply;
“Company” means S X Heating & Plumbing Suppliers Ltd.
“Contract” means the contact between the Company and the Customer incorporating these conditions.
“Customer” means any person, business or company which purchases Goods from the Company.
“Goods” means the goods to be supplied by the Company to the Customer including any part(s) of the same.
1.2 Clause heading are included for reference only and do not affect the interpretation of these conditions.
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 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 Company which is not set out in or expressly incorporated into the Contract.
- THE GOODS
3.1 The Goods shall be those set out in the Contract which the Company warrants shall conform to the relevant specifications for such Goods as set out in the Company’s website or the manufacturer’s website or literature as at the date of order provided that any such specification shall be subject to any variation or modification expressed in the Contract.
3.2 The Company warrants that the Goods shall be of satisfactory quality and free from defects as at the date of delivery.
3.3 Subject to conditions 3.4 and 3.5, the liability of the Company for breach of condition 3.1 and/or condition 3.2 shall be limited to replacing the Goods which are defective and/or which do not conform with the relevant specification.
3.4 The Company shall not be liable for any breach of condition 3.1 and/or condition 3.2 unless (i) in the case of a defect or non conformity to specification which is reasonably apparent on immediate inspection on delivery the Customer notifies the Company of said matter within 7 days of delivery, or (ii) in the case of a defect and/or non conformity to specification which is not reasonably apparent on immediate inspection on delivery the Customer notifies the Company of said matter and/or non conformity to specification within 7 days of the earliest date on which said matter became reasonably apparent.
3.5 The Company shall not be liable for breach of condition 3.1 and/or condition 3.2 if (i) the defect or non conformity to specification was or should have been reasonably apparent on immediate inspection on delivery and the Customer makes any use of the Goods following delivery, or
(ii) the defect and/or non conformity to specification was not reasonably apparent on immediate inspection on delivery and the Customer makes any further use of the Goods following the earliest time in which the Customer became aware or should reasonably have become aware of the same (iii) the defect or non conformity to specification arises because the Customer failed to follow the Company’s instructions as to storage, installation, use and maintenance of the Goods or (if none) good trade practice regarding the same, or (iii) the Customer alters or repairs the Goods without the Company’s written consent, or (iv) the defect or non conformity to specification arises due to fair wear and tear, wilful damage, negligence, or abnormal conditions.
4.1 Delivery shall take place at the location specified in the Contract. Where no location is specified the Customer shall be responsible for collecting the Goods from the relevant trading address of the Company from which the Goods where ordered. It is the Customer’s responsibility to inspect the Goods immediately following delivery.
4.2 Delivery dates are estimates only and time shall not be of the essence. The Company accepts no liability for delays (i) caused by a Force Majeure Event, or (ii) caused by the Customer’s failure to provide adequate delivery instructions, or (iii) where the delay does not exceed 30 days. 4.4 Subject to clause 4.5, if the Company 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.
4.5 The Company shall have no liability for non delivery, (i) caused by a Force Majeure Event, or (ii) resulting from the Customer’s failure to provide adequate delivery instructions, or (iii) where non delivery is not notified to the Company within 7 days of the date of the relevant invoice.
4.6 Subject to condition 4.7 the Company’s liability for short delivery or delivery of incorrect Goods (including but not limited to a breach of the warranty in condition 3.1) shall be limited to making good the relevant short delivery or incorrect delivery whichever is relevant.
4.7 The Company accepts no liability for short delivery or delivery of incorrect Goods (including but not limited to a breach of the warranty in condition 3.1) unless the Customer gives notice thereof in writing within 3 days of delivery.
5.1 Nothing in these conditions shall limit or exclude the Company’s liability for (i) death or personal injury caused by it’s negligence, or the negligence of its employees, agents or subcontractors (as applicable); (ii) fraud or fraudulent misrepresentation; (iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979; (iv) defective products under the Consumer Protection Act 1987; or (v) any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
5.2 Subject to condition 5,1 all terms, warranties and representations implied by statute or common law are hereby excluded from the Contract and all other dealings between the Company and the Customer.
5.3 the Company shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.
5.4 In no circumstances shall the liability of the Company exceed the relevant price for those of the Goods to which the liability relates.
6.1 Goods which are supplied in compliance with clause 3.1 and clause 3.2 and which are not alleged to be in breach of conditions 3.1 and/or 3.2 will only be accepted for return subject to the Company’s prior agreement in writing. Drivers have no authority to accept goods for return in such circumstances. All such Goods must be returned to the Company carriage paid and at the Customer’s risk.
6.2 Goods which comprise sensitive electronic items (including but not limited to printed circuit boards, fans and gas valves) and which are alleged to be in breach of condition 3.1 will be accepted for return subject to the procedure set out in condition 6.3.
6.3 Where Goods of a type referred to in condition 6.2 are alleged to be in breach of condition 3.1 the Goods shall be returned by the Customer as directed by the Company for testing by the relevant manufacturer and subject to availability a replacement will be dispatched to the Customer and invoiced to the Customer accordingly. Where as a result of the testing procedure the Goods are found to be in breach of condition 3.1 then a credit note will be issued to the Customer for the price invoiced to the Customer for the relevant replacement. If as a result of the testing procedure the Goods are found to be in working order then a credit will be issued to the Customer equal to the price of the returned Goods less a restocking charge of 40% of the price of those Goods. The Company is not bound to accept non stocked items back into stock where the item is not part of the Company’s product range and was ordered in specifically for the Customer in which case the Goods originally returned will be re dispatched to the Customer at the Customer’s expense and no credit will be given to the Customer.
- PRICE & PAYMENT
7.1 The price payable for Goods will be that set out in or referred to in the Contract. The price of the Goods is exclusive of the costs of delivery, packaging and insurance which shall be invoiced to and payable by the Customer.
7.2 All prices are exclusive of VAT which shall be payable by the Customer when the Goods are due for payment. Where any additional duty, value added tax, or any other tax or surcharge is imposed on the sale of Goods to the Customer in such fashion that the Company is required to account for the same to the relevant authority, the full amount for which the Company is accountable shall be charged to and paid by the Customer
7.3 The customer will pay the price of the Goods and all other sums payable to the Company in full (without deduction or setoff) not later than 28th day of the month following the month in which the Goods were supplied. The company reserve the right to charge interest on overdue accounts at 8% per annum above the Company’s bank base lending rate to accrue on a daily basis until full payment. Nothing in this clause is intended to prejudice the Company’s right to claim under the Late Payment of Commercial Debts (Interest) Act 1998.
7.4 The Company shall at its discretion (without prejudice to its rights to treat the contract as repudiated and claim damages) be entitled t o withhold despatch of the Goods or any of them until all monies owing to the Company by the Customer have been paid in full.
7.5 Time for payment shall be of the essence of the Contract and the Company shall be entitled to terminate the Contract for late or non payment.
8.1 All Goods shall be at the Customer’s sole risk from the time of collection from the premises or, if delivery is made by the Company, from the time of delivery to the address designated by the Customer.
8.2 The Customer will insure the goods at their own expense throughout all periods in which risk in the Goods rests with the Customer irrespective of whether title in the Goods has passed to the Customer.
9.1 The legal and equitable title in all Goods shall remain with the Company until the Company have received payment in full for the Goods and all other sums owing to the Company by the Customer under the Contract and any other contract between the Company and the Customer.
9.3 Without prejudice to any other rights which the Company may have or which may arise the Company may terminate the Contract and sell the Goods and/or repossess them without notice to the Customer at any time before title has passed to the Customer and whether or not payment has become due or any credit allowed has expired.
9.4 Access shall be afforded at all reasonable times to the Company’s representatives to any premises where the Goods shall be situated for the purpose of repossessing such goods and all reasonable assistance shall be given to the Company in removing the same.
9.5 Notwithstanding the above provisions, the Customer may use, sell or otherwise deal with the Goods in the normal course of business in which case title in those Goods sold by the Customer during the normal course of business shall pass to the Customer at the point of sale by the Customer.
- FORCE MAJEURE
10.1 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. 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.
11.1 The Company 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. 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 Company.
12.1 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. 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.
13.1 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.
14.1 Except as set out in these Conditions, any variation to the Contract shall only be binding when agreed in writing and signed by the Company
15.1 Any notice required to be served under these terms on a Company if sent by pre-paid first class post shall be deemed effective on the 3rd day after posting and if sent by fax or telex it shall be effective only when the sender receives confirmation of receipt.
- ENGLISH LAW
16.1 These conditions and any contract entered into in pursuance of them shall be constructed and take effect in accordance with the law of England and Wales except where a Customer places an order with one of our branches in Scotland for delivery to a location in Scotland in which case the law of Scotland will apply. The relevant jurisdiction for claims shall in each case follow the applicable law.