Terms and Conditions
SUNBELT: CUSTOMER TERMS AND CONDITIONS FOR THE SALE OF GOODS (INCLUDING FUEL) AND RELATED SERVICES
Please read the following important terms and conditions before you buy anything on our website and check that they contain everything you want and nothing that you are not willing to agree to.
These terms govern sales to consumers (customers buying products for personal use outside of trade or business purposes) and to trade customers (customers buying products for use in a trade or for business purposes).
In this contract we are the Supplier (Sunbelt Rentals Limited) and you are the Customer.
If you are buying products for personal use outside of trade or business purposes and consider that you are a Consumer please advise us at the time you place an Order as there may be certain Goods and/or Services which are not appropriate to be sold to non-trade customers.
In addition, these Terms and Conditions do not affect any of your statutory rights where you are a person acting as a Consumer. As such, any provisions whose application excludes or restricts your statutory rights as a Consumer will, to the extent they do so, have no force or effect and shall be interpreted in such a way as to not exclude or restrict any mandatory consumer rights. We also direct you to the following clauses in particular
- Clause 14 (Limitation of Liability) sets out the limits of our legal responsibilities to you
- Clause 16 sets out your rights of return of any Goods that you purchase.
1.1 These Terms and Conditions shall govern all contracts entered into by the Supplier and the Customer pursuant to which the Supplier shall sell and supply and the Customer shall purchase the Goods and/or the Services which are described in an Order Form, whether completed in paper format or on-line. In so doing, these Terms and Conditions are incorporated into each Order.
1.2 The latest version of these Terms and Conditions may be obtained at any time from our website (Terms and Conditions (sunbeltsales.co.uk)) or by contacting your local depot. The Customer accepts that the Supplier may update any and all of these Terms and Conditions from time to time by publishing an updated copy on its Website and/or by otherwise making updated Terms and Conditions to the Customer. The updated terms shall be effective from the date of publication on the Supplier’s Website or otherwise.
2 DEFINITIONS AND INTERPRETATION
2.1 When used in these Terms and Conditions, the following terms shall have the meanings ascribed to them below:
means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
means the charges of the Supplier for the Goods and/or Services as set out on the Order or, if not, the prevailing charges of the Supplier for such Goods and/or Services on the date on which the Supplier accepts the Order of the Customer.
means all information in whatever form (including written, oral or electronic) that a reasonable person would consider to be of a confidential nature, other than any information that is or becomes generally available to the public (other than as a result of disclosure by a Party in breach of the Contract).
means all information in whatever form (including written, oral or electronic) that a reasonable person would consider to be of a confidential nature, other than any information that is or becomes generally available to the public (other than as a result of disclosure by a Party in breach of the Contract).
means a Customer purchasing Goods for personal use outside of trade or business purposes.
means the contract between the Supplier and the Customer for the sale by the Supplier and the purchase by the Customer of Goods and/or Services which are set out in any Order which is placed by the Customer and accepted by the Supplier in accordance with and which incorporates these Terms and Conditions.
means the person who purchases the Goods and/or the Services from the Supplier as described in the Order.
means the address specified by the Customer at the time of placing the Order or (in the event that the Customer fails so to specify an address) to any address at which the Customer resides or carries on business.
means any of the equipment (whether new, reconditioned or “sold as seen”) and associated software which is specified in an Order (including any options which may be selected by the Customer at the time of placing the Order).
"Force Majeure Event"
means any event beyond the reasonable control of a Party to the Contract, excluding any event that the affected Party, acting in accordance with best industry practice, could reasonably have been expected to have foreseen and taken steps to avoid the impact on the Contract.
means any fuel of the type specified in any Order.
means any of the Equipment and/or Fuel (as the case may be).
means the manufacturer’s published specification for the Goods prevailing at the time of the Order.
"Intellectual Property Rights"
means all intellectual and industrial property rights, including patents, rights in Confidential Information, know-how, registered trademarks, registered designs, utility models, unregistered design rights, unregistered trademarks, rights to prevent passing off for unfair competition, copyright, database rights, topography rights, rights in inventions, discoveries or processes, throughout the world and including all registrations and pending registrations and applications and pending applications of the aforementioned.
means a purchase order placed by the Customer with the Supplier for the supply of the Goods and/or Services specified therein.
means the Customer or the Supplier, and “Parties” means both the Customer and the Supplier together.
means any of the services which are referred to in the applicable Order and which shall be supplied by the Supplier to the Customer.
"Service Commencement Date"
means the date specified as such in the Order.
means the description or specification for the Services provided in writing by the Supplier to the Customer and/or which may be described of the Supplier’s website.
means SUNBELT RENTALS LIMITED registered in England and Wales with company number 00444569. VAT Registered: 209568737
"Terms and Conditions"
means these terms and conditions, as amended from time to time.
means the period specified in the Order in relation to each of the Goods or, if no period is specified, twelve (12) months from the date of delivery.
means the website of the Supplier which may be accessed via the following url: www.sunbeltsales.co.uk
2.2 The following rules of interpretation shall apply to the Contract:
(a) a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a “company” shall include any company, corporation or other body corporate, wherever and however incorporated or established;
(c) unless the contract otherwise requires, words in the singular shall include the plural and vice versa; and
(d) a reference to legislation or a legislative provision is a reference to it as amended, re-enacted or replaced and includes all subordinate legislation made under that legislation or legislative provision;
(e) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
3 BASIS OF CONTRACT
3.1 The Customer’s Order constitutes an offer by the Customer to purchase Goods and/or Services from the Supplier in accordance with these Terms and Conditions
3.2 The Order shall be accepted by the Supplier at the time that the Supplier signs the Order Form or otherwise communicates its acceptance of the Order to the Customer in writing (which may be communicated electronically via the Supplier’s Website), at which point and on which date the Contract shall come into existence.
3.3 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of thirty (30) days from its date of issue. The Supplier shall supply and/or install and the Customer shall purchase the Goods and/or Services in accordance with any written quotation given by the Supplier which is accepted by the Customer within its period of validity.
3.4 If the Customer wishes to place an Order via our Website:
(a) the Customer must:
(i) create an account with the Supplier via the Website;
(ii) select the Goods and/or Services which the Customer wishes to order and fill in the requested information;
(iii) check the details of the Order carefully to ensure that the Order is correct before confirming the Order.
(b) Once the Customer has submitted an Order, the Customer will be directed to a secure payment page where the Customer will be asked to submit its payment details.
(c) After payment details have been taken by the Supplier, the Supplier will send an order acknowledgment email setting out the details of the Order. At this time, this Offer will be your offer to the Supplier to purchase the applicable Goods and/or Services following which the Supplier may send the Customer a contract confirmation email. At any time until the Customer receives the contract confirmation email, the Supplier may decline to accept the Order in its sole discretion and without giving any reason. The Supplier may also contact the Customer to clarify any of the contents of an Order. At the point the Supplier sends the Customer a contract confirmation email and not before, a Contract will be formed between the Supplier and the Customer in relation to the Goods and/or Services detailed in the Order which shall incorporate these Terms and Conditions.
(d) If the Supplier cancels any Order before a Contract is formed, the Supplier shall refund any Charges you have paid in connection with the applicable Order.
3.5 These Terms and Conditions shall apply to and be incorporated into the Contract to the exclusion of:
(a) any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier's catalogues or brochures, the Website or other materials are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them and do not form part of this Contract.
(b) any other terms and conditions that the Customer seeks to impose or incorporate at any stage of the ordering, delivery and/or contracting process (including any standard terms of the Customer);
(c) any inconsistent terms and Terms and Conditions in, or referred to in, the Supplier’s written acceptance of the Order or any other documentation issued by the Supplier; and
(d) any terms or conditions which are implied by law, trade custom, practice or course of dealing (save for the condition implied by section 12 of the Sale of Goods Act 1979).
3.6 The Customer agrees that it is responsible for asking the Supplier any general comments or queries regarding the Goods and/or Services before placing an Order. However, the Customer accepts that the Supplier’s personnel are not consultants and are not able to provide the Customer with technical advice as to particular Goods or Services or in relation to any performance issues. Rather, if the Customer has have any specific or technical queries, the Customer should address them to the Supplier in writing. The Customer further accepts that any response which the Supplier might provide to such queries will be given only to the best of the Supplier’s knowledge and belief and without any liability on the part of the Supplier, including as to the suitability of any Goods or Services for any particular usage. In so doing, the Customer further acknowledges that it has not relied on, and shall have no remedy in respect of, any statement, representation, assurance, warranty or understanding made or given by or on behalf of the Supplier (whether innocently or negligently) which is not expressly set out in writing and signed by an authorised signatory of the Supplier. If the Customer follows or acts on any advice or recommendation which is not so confirmed, it does so entirely at its own risk.
3.7 Any Order placed by the Customer shall, once accepted by the Supplier, be treated by the Supplier as a binding commitment to purchase the Goods and/or Services referenced in the Order in accordance with these Terms and Conditions.
3.8 If the Supplier is unable to accept any Order, the Supplier shall inform the Customer of this in writing (including electronically) and will not charge the Customer for the applicable Goods or Services. Failure to accept an Order may be because the Goods are out of stock, because of unexpected limits on the Supplier’s resources which the Supplier could not reasonably plan for, because the Supplier has identified an error in the price or description of the Goods or Services, because of regulatory or compliance reasons, or because the Supplier is unable to meet a delivery deadline the Customer has requested.
3.9 The Customer shall be responsible to the Supplier for ensuring the accuracy of any Order submitted by the Customer and for giving the Supplier any necessary information relating to the Goods or Services within a sufficient time to enable the Supplier to perform the Contract in accordance with its terms.
3.10 The Supplier reserves the right to offer to provide Goods and/or Services similar or comparable to those ordered by you if the Goods or Services which have been ordered by the Customer are not available.
3.11 The Supplier is solely responsible for:
(a) obtaining and complying with all permissions, consents and licences required by it to receive and/use any of the Goods and/or Services under any statute, regulation or byelaw; and
(b) establishing that the Goods and/or Services ordered are adequate and suitable for the purpose for which they are required and no liability whatsoever is accepted by the Supplier should the Goods and/or Services not prove adequate or suitable for that purpose.
3.12 Any typographical, clerical or other error or omission in any sale literature, quotation, pricelist, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
4.1 The Goods shall be as described in the Goods Specification or manufacturer’s published specification (as applicable), copies of which are available from the Supplier on request.
4.2 The Customer may order, subject to availability, Goods which are new, pre-owned but reconditioned or are otherwise pre-owned and “sold as seen”. The type of Goods to be supplied by the Supplier shall be as stated in the applicable Order.
4.3 To the extent that any of the Goods are to be manufactured or adapted in accordance with any requirements supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other [reasonable] professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with any requirements provided by the Customer.
4.4 The Supplier reserves the right to amend the Goods Specification if required by:
(a) any applicable statutory or regulatory requirement; or
(b) if the Goods Specification is altered by the manufacturer of the Goods,
including where (i) such changes are considered to be necessary to ensure that the Goods conform to any applicable safety or statutory requirements and/or (ii) minor modifications to the Goods Specification is considered necessary or desirable but without having any material adverse effect on the performance of the Goods.
5.1 The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
5.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
5.3 The Supplier reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
5.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
6.1 Unless otherwise agreed in writing by the Supplier, the Supplier shall deliver the Goods by the means most convenient to the Supplier to the Delivery Location.
6.2 If the Goods are to be delivered by the Supplier, the Supplier shall be entitled to add to the price of the Goods, a reasonable charge for packaging, delivery and the off-loading of the Goods.
6.3 While the Supplier will use its reasonable endeavours to deliver the Goods or complete the Services by any date or within any period agreed upon, such dates and periods are estimates only given in good faith and the Supplier will not be liable for any failure to deliver the Goods or carry out the Services by such a date or within such a period. In particular, the Customer recognises and accepts that the ability of the Supplier to deliver some Goods may be adversely affected by issues within the applicable supply chain. The Supplier shall periodically update the Customer as such issues arise. Time for delivery shall not be of the essence of the Contract.
6.4 The Supplier shall inform the Customer as to the date on which the Goods are dispatched and shall, where practicable, provide the Customer with details of the courier and, if available, any consignment/tracking number so that the Customer can track the progress of the delivery.
6.5 The Supplier shall be entitled to defer delivery of any of the Goods and/or services until any monies which are overdue from the Customer in relation to any matter have been received.
6.6 The Supplier shall not be liable for any delay in delivery of any of the Goods or Services 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.
6.7 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Supplier to deliver any one or more of the instalments in accordance with these Terms and Conditions or any claim by the Customer in respect of any one or more instalment shall not entitle the Customer to treat the Contract as a whole as repudiated.
6.8 If no person is available at the Customer’s address to take delivery and the products cannot be posted through a letterbox, the Supplier or its delivery agent shall leave instructions informing the Customer of how to rearrange delivery of the Goods (including any cost of redelivery) or how to collect the Goods from a local branch.
6.9 If any the delivery of any of the Goods and/or the provision of any of the Services are delayed, postponed and/or cancelled due to a failure by the Customer to comply with any of its obligations under the Contract or if the Customer fails to collect any of the Goods on time, the Supplier shall have no liability to the Customer for late delivery. In addition, the Supplier may at its option:
(a) arrange to redeliver the Goods to the Customer provided always that the Supplier reserves the right to charge the Customer for any redelivery at the Supplier’s additional standard charges from time to time; and/or
(b) store the Goods until actual delivery (or collection by the Customer) and charge the Customer for the reasonable costs (including insurance) of storage; and/or
(c) if the delay exceeds five (5) Business Days, sell the Goods to another person at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Customer for any shortfall below the price under the Contract.
(d) the Supplier may suspend the applicable Order for any of the affected Goods or Services placed by the Customer without incurring any liability for any loss or damage arising therefrom, but without prejudice in any such case to rights accrued to the Supplier in respect of deliveries already made.
If the Contract requires the Customer to collect the Goods at the Supplier's premises the Supplier shall notify the Customer of date from which the Goods shall be available for collection and the Customer shall arrange to collect the Goods within three (3) Business Days of the Supplier notifying the Customer that the Goods are ready for collection.
6.10 Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to the Supplier within 3 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify the Supplier in accordance with this clause 6.10, the Customer shall not be entitled to reject the Goods and the Customer shall be bound to pay the price as if the Goods has been delivered in accordance with the Contract.
6.11 The Customer may opt, at the time of placing an Order to collect the Goods from the Supplier.
6.12 If the Contract requires the Customer to collect the Goods at the Supplier's premises the Supplier shall notify the Customer of date from which the Goods shall be available for collection and the Customer shall arrange to collect the Goods within three (3) Business Days of the Supplier notifying the Customer that the Goods are ready for collection.
6.13 Alternatively, some Goods may be available from certain depots on a "Click & Collect" basis. Before the Customer may place your Order on a "Click & Collect" basis, the Customer will be asked to confirm which depot it wishes to collect the applicable Goods from. The Customer accepts that:
(a) it will only be able collect the applicable Goods from the selected depot if such Goods are available at that depot
(b) in the event that the Customer’s selected depot does not have the Goods available for collection, the Customer will be given the option to collect the Goods from the next nearest depot(s) where availability exists; and
(c) where Orders for multiple Goods cannot be fulfilled by a single depot, the Supplier will present the Customer with the nearest depots that can fulfil any individual items and the nearest depot (if any) having availability for all of the Goods.
(d) if its request:
(i) is placed after midnight and before midday, the Supplier will reserve the item for collection the same day before 5pm; or
(ii) is placed after midday and before midnight, the Supplier will reserve the item for collection the next working day before midday.
(e) in the event that the Customer fails to collect the item before the time scales set out above, the Supplier will no longer reserve these items and the Customer’s request will be cancelled.
(f) the Supplier will provide confirmation of your request and the time by which collection must take place by email.
6.14 In the event that any of the Goods are unavailable for whatever reason, the Supplier may suggest an alternative product and will inform the Customer of any price difference which the Customer may elect to purchase instead. The Supplier will not supply the Customer with an alternative product unless the Supplier receives instructions to do so from the Customer. If the Customer does not opt not to purchase an alternative product, the Supplier will refund the full value of the affected Goods and any applicable carriage charges.
6.15 The Supplier may deliver the Goods by instalments at the suppliers discretion, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.16 We shall record the delivery date, quantity and description of the Goods delivered (and Services provided) to you, and such records shall, in the absence of evidence to the contrary, be deemed to be conclusive proof as to the date of delivery and the volume and type of Goods delivered (and Services performed). If you believe that the information which we have recorded, and which is set out on your delivery notice or invoice, is incorrect then you must notify us in writing providing full details of any disputed element(s) as soon as is reasonably practicable and, in any event within five (5) Business Days of the date of receipt of the relevant delivery note or invoice.
6.17 Delivery of any Fuel (other than in its own container) will be deemed to have taken place when on discharge from our delivery vehicle passes the hose connection of the storage tank or other receptacle (as the case may be) which you have provided for receiving delivery.
6.18 With regard to Fuel, the Supplier will always try to deliver the agreed volume of Fuel, but will not be obliged to do so if the Supplier is unable to do so for any reason relating to the Customer. Typical reasons include where the Supplier finds on delivery that it is unable to safely access the Customer’s tank; if the Supplier considers that the Customer’s tank is unsafe; or there is less space available in the Customer’s tank than the ordered volume of Fuel). In any such circumstance, the Supplier shall always invoice the Customer for the volume of Fuel actually delivered and, if no delivery is possible, the delivery charges will still be payable by the Customer.
6.19 If the Customer becomes aware that the wrong or defective goods have been delivered then the Customer must stop using those Goods with immediate effect and notify us as soon as practicable regarding the same. We will contact you to arrange collection of the goods or to reach an alternative agreed solution appropriate to the circumstances.
6.20 Following receipt of a notice from the Customer in accordance with clause 6.21 the Supplier shall in its sole discretion, either (i) remove the relevant Goods and replace them with the correct Goods, or (ii) issue a credit note or refund to the Customer in respect of the relevant Goods.
6.21 The Products the Buyer orders will be delivered to the address specified in the order unless otherwise agreed in writing by the Buyer and the Seller.
6.22 Goods will be deemed to have been delivered once delivered to the Delivery Location and the Seller will not be liable to the Buyer for non-delivery of the Products. The Seller does not need to satisfy itself that the person accepting delivery at the specified address is the Buyer (or authorized by the Buyer to accept delivery of the Goods).
6.23 Dates and times quoted for delivery are approximate only. The Seller shall not be liable for any direct, indirect or consequential loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods.
6.24 Any liability to the Seller for the non-delivery of Products shall be limited to replacing the Products within a reasonable time or issuing a respective credit note/ refund raised for such Products.
6.25 The quantity or content of any consignment of Products as recorded by the Seller upon dispatch shall be conclusive evidence of the quantity or content received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
6.26 Time for the delivery shall not be of the essence. The Products may be delivered by the Seller in advance of the quoted delivery date. Bespoke orders will include a 4 - 5 weeks lead time. Standard delivery time is 1 - 3 working days. Next day delivery is available but must be confirmed at the time of placing order.
7 QUALITY OF GOODS
7.1 The Supplier shall use reasonable endeavours to pass on to the Customer the benefit of any manufacturer’s warranty or guarantee relating to any Goods which are new. The Company shall inform the Customer of the terms and conditions contained in the applicable manufacturer’s warranty and shall include the serial number and the purchase date in its invoice to the Customer.
7.2 Subject to the conditions set out below the Company warrants that the Goods which are new will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for:
(a) a period of 3 months from the date of delivery; or
(b) the period set out in the manufacturer’s warranty (whichever is the greater).
7.3 With regard to any Goods which are reconditioned, the warranty referred to in clause 7.2 shall be for a maximum duration of three (3) months from the date of delivery unless otherwise stated.
7.4 If any of the Goods being sold by the Supplier to the Customer are described as being “sold as seen”, the Customer accepts that the Supplier is not providing any warranty with such Goods (save that the Supplier can pass title in any such Goods to the Customer as otherwise provided in the Contract).
7.5 In addition to any warranty provided by the manufacturer of the applicable Goods but subject always to clause 7.9, the Supplier warrants that, for the duration of the Warranty Period, the Goods shall:
(a) conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship.
7.6 The Supplier also warrants that the Services will be performed with reasonable skill and care.
7.7 Unless otherwise agreed in writing, the Supplier gives no other warranty in respect of the Goods or Services and all warranties, conditions and other terms implied by statute or common law (save for the condition implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
7.8 Subject to clause 7.9 if the Customer gives notice in writing to the Supplier during the Warranty Period that some or all of the Goods or Services do not comply with the warranty set out in clauses 7.1 or 7.2 (as the case may be):
(a) the Supplier is given a reasonable opportunity of examining such Goods and/or discussing the issue with the Customer to consider if the issue relates to any of the matters referred to in clause 7.9(b) to (i); and
(b) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost,
the Supplier shall, at its option, repair or replace the defective Goods, re-perform a defective Services or refund the price of the defective Goods or Service in full and the Supplier shall have no further liability to the Customer. In relation to any such defect.
7.9 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 7.1 if:
(a) if the total price of the Goods has not been paid by the due date for payment; and
(b) the issue relates to the error of the Customer in using the Goods;
(c) any defect which arises as a result of your (or any third party’s) negligence;
(d) the Customer makes any further use of such Goods after identifying that there is any issue with the applicable Goods;
(e) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
(f) the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
(g) the Customer alters, modifies, mishandles or repairs such Goods without the prior written consent of the Supplier;
(h) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(i) the Goods differ from their description or the Goods Specification as a result of changes made by the Customer for any reason.
7.10 Except as provided in this clause 7, the Supplier shall have no liability to the Customer in respect of any failure of the Goods or Services to comply with the warranties set out in clauses 7.1 and 7.6.
7.11 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
7.12 No warranty is offered in respect of fuel.
8 CUSTOMER'S OBLIGATIONS
8.1 The Customer shall:
(a) ensure that the terms of the Order are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the supply of the Goods and Services;
(c) provide all requisite instructions, documents, information, licences and authorisations required for or relevant to the delivery of the Goods and/or the Services to enable delivery to take place;
(d) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier to deliver the Goods and to provide the Services including allowing and/or procuring sufficient access to and from the Delivery Location and procure sufficient loading space, facilities, equipment and access to power supplies and utilities which are required for the delivery of the Goods and/or Services;
(e) prepare the Customer's premises for the supply of the Services;
(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(g) comply with all laws, including health and safety laws which are applicable to its use of the Goods and Services;
(h) keep all materials, equipment, documents and other property of the Supplier at the Customer's premises in safe custody at its own risk, maintain such materials in good condition until returned to the Supplier, and not dispose of or use any such materials other than in accordance with the Supplier's written instructions or authorisation; and
(i) comply with any additional obligations as set out in the Service Specification and the Goods Specification; and
8.2 With regard to any deliveries of Fuel, the Customer shall:
(a) accurately indicate the place of delivery and clearly notify any special delivery instructions or hazards when placing its order;
(b) provide reasonable and safe access for the Company's or the Company's agent's vehicles, employees and agents;
(c) ensure that if, to effect delivery, the Company's vehicle is required to leave the public highway, the surface of any drive, access road or similar (and any man-lids or ducts) is capable of accepting heavy goods vehicles;
(d) ensure that its oil storage tank and associated equipment, pipe work, devices and any working tank contents gauge fitted are sound, operational, safe, in good working order, suitable for the grade of fuel ordered, properly vented, comply with applicable laws and will accommodate the full quantity of Fuel ordered;
(e) provide clear guidance as to which tank is to be filled in the case of a Delivery Location with more than one tank;
(f) provide at the delivery point and at its own expense relevant, adequate, safe and appropriate assistance, equipment, facilities, supplies and access for the Company's employees or agents in accordance with the demands of applicable legislation, as the Company shall reasonably require and as required to allow the Company's employees or agents to operate safely;
(g) ensure that where electric or other forms of controlled gates are present at its property, they do not close on the Company's delivery vehicle or its equipment;
(h) not allow any smoking or naked lights, nor permit any stoves, electric or gas fires or radiators to function in the vicinity of the delivery area or in proximity to a tank or inlet pipe into which the Fuel is being delivered or a vent pipe connected to such tank;
(i) not mount any vehicle used by or on our behalf the Supplier for the delivery of any Fuel;
(j) ensure that you are properly licensed by the appropriate local authority to store Fuel at the Delivery Location and observe all applicable conditions; and
(k) comply with any and all applicable laws and regulations in relation to the health and safety risks associated with the storage and use of any Fuel which is delivered to the Customer by the Supplier.
8.3 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation:
(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
(b) the Supplier shall not be liable for:
(i) any failure or delay in delivery as a result of the Customer failing to comply with any of its obligations; and
(ii) any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 8.3; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from any failure by the Customer to comply with its obligations.
8.4 The Customer will fully indemnify the Company on demand for any costs, losses, damages, proceedings, claims or expenses whatsoever suffered by the Company arising out of or in connection with any breach by the Customer of any of the provisions of this clause 8.
9 TITLE AND RISK
9.1 The risk in the Goods shall pass to the Customer on completion of delivery.
9.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) the Supplier receives payment in full (in cash or cleared funds) for the Goods or any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums
(b) If the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 9.4.
9.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;
(d) give the Supplier such information as the Supplier may reasonably require from time to time relating to the ongoing financial position of the Customer;
(e) grant a licence to the Supplier its employees and agents with appropriate transport to enter upon the Customer's premises and any other location where the Goods are situated and remove the Goods; and
(f) maintain all appropriate insurance in respect of the Goods from the date or dates on which the risk therein passes to the Customer and, in the event of any loss or damage occurring while the Goods remain the property of the Supplier, the Customer shall immediately on receipt of the insurance monies, remit to the Supplier the full purchase price of the Goods lost or damaged less any part thereof which has already been paid and until such mount has been so remitted shall hold such amount as trustee and agent for the Supplier.
9.4 Subject to clause 9.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as the Supplier's agent;
(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs; and
(c) the Customer shall, immediately upon receipt of the proceeds of sale, and whether or not payment has become due under clause 10, remit to the Supplier the full purchase price of the Goods sold on less any part thereof which has already been paid and until such amount has been so remitted shall hold such amount as trustee and agent for the Supplier.
9.5 At any time before title to the Goods passes to the Customer, the Supplier may:
(a) by notice in writing, terminate the Customer's right under clause 9.4 to resell the Goods or use them in the ordinary course of its business; and
(b) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product 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.
9.6 The Customer’s right to possession of the Goods shall terminate immediately if:
(a) if a petition being presented or meeting convened for the purpose of winding-up the Customer, the Customer becomes the subject of an administration order or entering into liquidation (whether compulsory or voluntary) or the Customer compounds with its creditors generally or having an administrator, receiver, or administrative receiver appointed of all or any part of its assets;
(b) the Customer suspends, ceases or threatens to cease to carry on all or substantially the whole of your business; or
(c) any event or procedure is taken, with respect to you, in any jurisdiction to which you are subject that has a similar or equivalent effect to any of the events listed above
and the Customer shall immediately notify the Supplier if any of the events set out in this clause 9.6 occur (or are likely to occur).
10 CHARGES AND PAYMENT
10.1 The Charges for Goods and Services:
(a) shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier's published price list as at the date of the order;
(b) shall not be determined by the prices contained in the Supplier’s catalogues, advertising material or pricelists which are only intended as a guide; and
(c) shall be exclusive of all value added tax, tariffs and customs duties and any costs and charges of packaging, insurance, transport of the Goods. Each of which shall be invoiced to the Customer in addition to the Charges.
10.2 The Supplier shall be entitled to increase its prices at anytime to take account of any increase in the cost to the Supplier of purchasing any goods or materials or manufacturing working on or supplying any goods (including but not limited to any such increase arising from any error or inadequacy in any specification, instructions or design provided by the Customer, any modification carried out by the Supplier at the Customer's request or any change in exchange rates) and such increased prices ruling at the date of despatch by the Supplier shall be substituted for the previous Contract price.
10.3 The Supplier shall not be responsible for any losses caused to the Customer by reason of fluctuation in currency exchange rates between the date when the Goods were ordered and when they are delivered.
10.4 Our Website and catalogue contains a large number of products and it is always possible that, despite our best efforts, some of the Goods listed on our Website or in our catalogue may be incorrectly priced. The Supplier ordinarily verifies the Charges at the time of dispatch. If the correct price of any of the Goods is less than the Supplier’s stated price, the Supplier will charge the lower amount when dispatching the applicable Goods to the Customer. However, if the correct price of any of the Goods is higher than the price stated on our Website or in our catalogue, the Supplier will normally and at its discretion, contact the Customer to inform the Customer of the correct price before dispatching the affected Goods (so that the Customer can opt to proceed with its Order at the correct price or cancel the Order). Alternatively, at such time, the Supplier may reject the affected Order and will notify the Customer of such rejection. In addition, the Customer accepts that the Supplier is under no obligation to sell any Goods to the Customer at the incorrect (lower) price if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.
10.5 The charges for Services shall be calculated on a time and materials basis:
(a) the charges shall be calculated in accordance with the Supplier's daily fee rates, as set out in its current price list at the date of the Contract or displayed on its Website;
(b) the Supplier's daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days;
(c) the Supplier shall be entitled to charge an overtime rate of 50% the daily fee rate on a pro rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 10.5(b); and
(d) the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
10.6 If the Customer orders any Goods for delivery outside the UK, these Goods may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. The Customer will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
10.7 The Supplier reserves the right to:
(a) increase the charges for the Services on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index;
(b) increase the price of the Goods or Services, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods or Services to the Supplier that is due to:
(i) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods or Services ordered, or the Goods Specification or the Services Specification; or
(iii) any delay caused by any instructions of the Customer in respect of the Goods or Services or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods or Services.
(c) In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer on completion of the Services in arrear.
10.8 The Customer shall pay each invoice submitted by the Supplier:
(a) at the time of placing the Order if:
(i) the Goods are to be exported to the Customer;
(ii) the Goods are ordered via the Website;
(iii) the Goods are purchased over the counter at a Supplier depot,
unless the Customer has otherwise agreed credit terms with the Supplier;
(b) if the Customer has otherwise agreed credit terms with the Supplier, within thirty (30) days of the date of the invoice or otherwise in accordance with any other credit terms agreed by the Supplier and confirmed in writing to the Customer; and
(c) in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence of the Contract.
10.9 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, 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 Services or Goods at the same time as payment is due for the supply of the Services or Goods.
10.10 If the Customer choose to pay any Charges using a credit card then the Supplier reserves the right to charge the Customer a reasonable card processing fee (as will detailed on your payment invoice) to cover the costs and fees which are levied by the credit card companies on the Supplier. Any credit card charge will be made clear to the Customer by the Supplier at the time of Order. There are no card processing charges in respect of payments made via debit cards.
10.11 The Customer shall pay all sums due to us under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.
10.12 If the Customer is a credit customer, the Supplier may set a reasonable credit limit for The Customer. However, the Supplier reserves the right to terminate or suspend any Contract if allowing it to continue would result in the Customer exceeding its credit limit, or the Customer has already exceeded the credit limit.
11 INTELLECTUAL PROPERTY RIGHTS
11.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier or, in the case of any Goods and associated software, by the manufacturer or owner of any such software.
11.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.
11.3 The Customer acknowledges that some of the Goods may contain embedded software and/or may be supplied with software. In either case, the licence and/or access rights will be as required by the manufacturer of the applicable Goods and/or software and the Customer will be required to accept any associated terms and conditions when the Customer Orders the applicable Goods and/or sets up the applicable Goods for use. A copy of any such licence and/or user terms and conditions can be provided by the Supplier to the Customer prior to the Customer placing its Order and, by placing such Order, the Customer accepts any such licence and/or user terms and conditions.
11.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
11.5 Save as provided by clause 11.6, the Customer will acquire no intellectual property rights of any person or entity, and no intellectual property rights are licensed to Customer, either expressly or by implication, under this Agreement or as a result of the sale or transfer of the Goods to Customer under this Agreement.
12 DATA PROTECTION
12.1 The following definitions apply in this clause 12:
(a) Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
(b) Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended [and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party].
(c) Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
12.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
12.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Supplier is the Processor.
12.4 Without prejudice to the generality of clause 12.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier and/or lawful collection of the Personal Data by the Supplier on behalf of the Customer, for the duration and purposes of the Contract.
12.5 Without prejudice to the generality of clause 12.2, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:
(a) process that Personal Data only on the documented written instructions of the Customer unless the Supplier is required by Domestic Law to otherwise process that Personal Data. Where the Supplier is relying on Domestic Law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Supplier from so notifying the Customer;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(i) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
(ii) the Data Subject has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(e) assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Customer without undue delay on becoming aware of a Personal Data Breach;
(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Domestic Law to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 12.
12.6 The Customer consents to the Supplier appointing a third-party processor of Personal Data under the Contract. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 12 and in either case which the Supplier confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 12.6.
13.1 Each party undertakes that it shall not at any time during the Contract, and for a period of 2 years after expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 13.2.
13.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 13; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
14 LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
14.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
14.2 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 comply with any of its obligations in clause 8.
14.3 Subject to clause 14.1 and clause 14.2, the Supplier's total liability to the Customer in respect of all contractual and non-contractual claims shall not exceed the value of the Order.
14.4 The Supplier shall have no liability for defective Goods if:
(a) the Customer make any further use of such Good after notifying the Supplier of the defect;
(b) the defect arises because the Customer failed to follow the Supplier’s or the manufacturer's instructions as to the storage, installation, commissioning, use or maintenance of the Good or (if there are none) good trade practice (being generally accepted practice within your relevant industry with respect to the storage, installation, commissioning, use or maintenance of items that are the same as or similar to the Goods); or
(c) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
14.5 The Supplier has given commitments as to compliance of the Goods and Services with relevant specifications in clause 7 and clause 5. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3[, 4] and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
14.6 This clause 14 shall survive termination of the Contract.
14.7 The Supplier shall have no liability to the Customer for any:-
(a) losses whether arising from breach of contract, tort (including but not limited to negligence), or otherwise, and whether flowing naturally and directly from such breach, negligence, or other cause, or not, for:
(i) loss of revenue,
(ii) loss of profit;
(iii) loss of anticipated saving
(iv) loss of goodwill; loss of reputation;
(v) business interruption, loss of business, contracts and/or opportunity; and/or
(vi) special damages, indirect losses and/or consequential losses.
14.8 The Customer shall indemnify and keep indemnified the Supplier against any liability suffered by the Supplier and arising from or due to the Supplier’s breach of contract, tort (including negligence) and/or any breach of statutory duty and/or any claim from a third party for injury to person or property arising from your use or storage of the Goods or use of any Goods or Service other than in accordance with the Supplier’s written instructions.
14.9 Where the Customer is not acting in the course of a business, or is not a business entity, the Supplier shall not exclude or limit in any way its liability to the Customer where it would be unlawful to do so. This includes liability for death or personal injury caused by the Supplier’s negligence or the negligence of its employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of the Customer’s legal rights in relation to the Goods including the right to receive Goods which are: (i) as described and match information provided by the Supplier to the Customer and any sample or model seen or examined by the Customer; (ii) of satisfactory quality; (iii) fit for any particular purpose made known by the Customer to the Supplier; (iv) supplied with reasonable skill and care and, where installed by the Supplier, correctly installed; and (v) for defective Goods under the Consumer Protection Act 1987.
14.10 If the Supplier provides the Services in the Customer’s property, the Supplier shall make good any damage to such property caused by the Supplier whilst doing so. The Supplier shall not be liable for the cost of repairing any pre-existing faults or damage to the Customer’s property that the Supplier discovers whilst providing the Services.
15 CANCELLATION FOR BUSINESS CUSTOMERS (B2B)
15.1 No Contract may be cancelled by the Customer except with the Supplier’s agreement in writing and on terms that the Customer shall fully indemnify the Supplier against all loss (including loss of profit), costs (including the cost of labour and materials used), damages, charges and expenses incurred by the Supplier as a result of cancellation.
15.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within thirty (30) days after receipt of notice in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
15.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment;
(b) there is a change of Control of the Customer
15.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 15.2(b) to clause 15.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
16 CANCELLATION FOR CONSUMERS/ END USER TRANSACTIONS (B2C) ("YOU")
16.1 If you are not happy with you product or have simply changed your mind, you’ll need to let us know within the 14 day cooling off period outlined by your statutory rights for a distance (online) sale. We are happy for you to unpack the appliance and have a proper look at it. However, if you have used the product or had it installed, we may not be able to sell it to someone else. This means that where the value of the product is reduced by your use, we may only be able to offer a partial refund or charge you for the reduction in value. If you have not used your product and it is returned to us in the original packaging you will receive a full refund.
16.2 To cancel a product and request a collection within 14 days please call us on 0330 175 9558 to book a collection. The Buyer must give written notice to the Seller by letter or e-mail giving details of the Products ordered and (where appropriate) their delivery. Notification by phone is not sufficient.
16.3 Once the Seller has been notified of the cancelling of the Contract, the Supplier will refund or re-credit the Buyer within 30 days for any sum that has been paid or debited from the Buyer's credit card for the Products.
16.4 If the Buyer does not cancel the Contract in accordance with clauses 16.1 and 16.2, the Buyer shall be deemed to have accepted the Goods (except any manufacturing faults) and will not be liable to return the Goods to the Seller.
16.5 If the Seller has delivered the Products to the Buyer but the Buyer wants to cancel the Contract, as prescribed in clauses 16.1 and 16.2, the Buyer must retain possession of the Goods until the cancellation notice has been sent to the Seller within the relevant time limit. The Products cannot be used. The Buyer will be responsible for returning the Products to the Supplier at the Buyer's own cost. The Products must be returned to the address in the definitions section. The Buyer must take reasonable care to ensure that the Products are not damaged in the meantime or in transit and return then in the packaging and condition they were delivered to the Buyer.
16.6 Unfortunately we cannot accept any mistakes made on your behalf due to incorrect buying if for example a product is not suitable for your requirement or you do not like the product. Hence a restocking charge may apply to the total purchase price paid plus any additional costs we may have incurred in the delivery and collection of the goods. Please also retain proof of insurance and posting as we will not accept any liability for goods lost or damaged in transit back to us. You must also email us in advance of any return and to obtain a returns number. We will not accept any goods being returned without a valid returns number clearly marked on the outside of the packaging as they will be refused on arrival. If on receipt of authorised returned goods we find the packaging, goods or that parts are missing, then we are entitled to make a charge for damaged or missing parts which may affect the amount that we refund to you.
16.7 If a product is faulty; we work closely with our manufacturer and approved suppliers to ensure a high standard of quality across our entire range of products. It is very rare for an appliance to develop a fault but sometimes things do go wrong. Sunbelt Rentals Ltd recognise that we have a duty to make sure every product is fit for purpose but for added confidence you have a legal right to a refund, repair, or replacement for products that are faulty or not as described according to the Consumer Rights Act 2015.
Sometimes products perceived as being faulty could be a result of installation or setup. If that is the case we will do everything we can to try and troubleshoot the issue over the phone first. Sometimes we may ask a manufacturer or supplier to confirm the fault. This was we can work towards a solution with minimal disruption.
- If a fault is confirmed within 30 days of delivery you have the choice to return it for a refund or have it repaired or replaced
- If a fault is confirmed after 30 days of delivery (but within 6 months) you can return the item for repair or replacement if necessary. Very minor faults are turned around quickly and for anything major the item will usually be replaced.
- If you find a fault after 6 months of delivery and you are able to prove that the fault/defect was there when we delivered it you will have the same repair or replacement option as above.
16.8 Return Address and how to contact us
Sunbelt Rentals Ltd t/a www.Sunbeltsales.co.uk
Sutton in Ashfield
Tel: 0330 175 9558
17 CONSEQUENCES OF TERMINATION (TRADE CUSTOMERS ONLY)
17.1 On termination of the Contract:
(a) The Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest. In respect of Services and Goods supplied but for which no invoice has been submitted the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
17.2 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
17.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
18 PRICE MATCH PROMISE
18.1 We are constantly looking to check that we offer the best prices, we recognise that every penny counts. That’s why we offer a price match promise on selected product ranges. You will see the price match promise in the product description for applicable products. We will match these items and associated delivery cost against any other online retailer. We will even match discount codes. If you see a qualifying item elsewhere here’s what to do:
o Call our sales office on 0330 175 9558
o Let our team know the product code and tell us where you spotted it
o Our friendly sales team will look after you and arrange for your item to be delivered
18.2 The item must be available to order and pay for that same day
18.3 You can still take advantage of our price match promise even if you have already bought the product. If you spot it cheaper elsewhere within 7 days of receiving your order just let us know and we will refund the difference.
18.4 We match against the total cost of our competitors item including delivery
18.5 We will only price match against items that are from retailers based in the UK
18.6 The item must be available to order and pay for that same day
19 ANTI-BRIBERY, CORRUPTION PREVENTION AND ANTI-SLAVERY
19.1 The Supplier warrants that is does and undertakes to:
(a) comply with all applicable laws, statues, regulations and codes from time to time in force relating to anti-bribery and corruption prevention, including the Bribery Act 2010, US Foreign Corrupt Practices Act and any other similar laws in any relevant territory;
(b) comply with all applicable laws, statues, regulations and codes relating to anti-slavery and human trafficking, including those set out within the Modern Slavery Act 2015, (“Anti-Slavery Requirements”); and
(c) have in place and maintain policies and procedures to ensure its compliance with this Clause 17.1;
19.2 Without prejudice to the generality of clause 17.1, the Supplier shall procure that any persons associated with the Supplier, including its employees, officers, agents, consultants and subcontractors and any other person who performs services within the Supplier’s supply chain, comply with this Clause 17.
19.3 The Supplier shall indemnify the Customer in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with the Supplier's failure to comply with this Clause 17.
20 FORCE MAJEURE
Sunbelt Rentals Ltd shall not be liable to you or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform any of Sunbeltsales.co.uk obligations relating to the Contract, if the delay or failure was due to any cause beyond Sunbelt Rentals’ reasonable control including, without limitation:
20.1 Acts of God, fire, explosion, epidemic or flood;
20.2 War or national emergency;
20.3 Riot, civil commotion, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce);
20.4 Restraint or delays affecting carriers or inability or delay in obtaining supplies of adequate - -suitable materials;
20.5 Import or export regulations or embargoes (including the failure of the Company's suppliers to obtain any necessary export permits, licences or other authorisations);
20.6 Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.
21.1 Assignment and other dealings
(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract [without the prior written consent of the Supplier.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the address specified on www.sunbeltsales.co.uk
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 19.2(b)(iii), business hours means 8.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 19.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
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 prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
21.5 No partnership or agency.
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
21.6 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
21.7 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
21.9 Governing law.
The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
22 WEEE REGULATIONS (B2C ONLY)
21.1 Regulation 31 - Take Back. We offer a free 'Take Back' on your old electrical and electronic equipment (EEE). This is done on a like-for-like basis. Therefore, if you purchase a new dehumidifier from us you can send your old dehumidifier back to us and we will dispose of it for you. You have 28 days in which to return the old item to you. If the item was purchased online, you are responsible for any postage costs incurred returning it to us.
21.2 Regulation 33 - Information. Recycle your old electrical items. If you’re buying a new electrical item, we will recycle your old one for free. Please do not throw electrical equipment (including those items marked with the crossed out wheeled bin symbol) in your bin. This is because unwanted electrical equipment is the UKs fastest growing type of waste. Many electrical items can be repaired or recycled, saving natural resources and the environment.
If we do not recycle electrical items they will end up in landfill where hazardous substances will leak out and cause soil and water contamination – harming wildlife and also human health. The Waste Electrical and Electronic Equipment (WEEE) Directive requires countries to maximise separate collection and environmentally friendly processing of these items. In the UK, distributors including retailers must provide a system which allows all customers buying new electrical equipment the opportunity to recycle their old items free of charge. As a responsible retailer, we have met the requirements placed on us by offering all customers buying new electrical equipment free take-back of their old electrical appliances on a like-for-like basis in our stores. Unwanted items should be returned within 28 days of purchasing your new product.
22 PROPER LAW OF CONDUCT
The Contract shall be governed by the law of England and Wales and any dispute, question or remedy however-so arising determined exclusively by the Courts of England and Wales.