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Terms & Conditions of sale

1. INTERPRETATION

In these Conditions the following words have the following meanings:-

“Buyer” means the individual, firm, company or corporation placing an order with the Seller for Goods; “E-commerce” means the electronic ordering system such as a value added network (VAN) adopted by the Seller which may be offered to approved/registered users only for joint operation and mutual benefit, via an approved intermediary.;

“End-User” means the individual person or organisation to whom the Buyer suppliers the Goods and into who’s premises the Goods are installed by the Buyer;

“Goods” means the boilers and/or component parts, materials, spares or any of the Seller’s climate control products ordered from the Seller by the Buyer or to be supplied by the Seller to the Buyer;

“Guarantee” means the guarantee referred to in clause 6 of these conditions which is given by the Seller to the End-User in relation to the Goods subject to the conditions contained in these Conditions and the specified in the Guarantee Statement;

“Guarantee Statement” means the separate document headed “Guarantee Statement” which is issued by the Seller to the Buyer as amended from time to time for the benefit of the End-User;

“Liability” means liability for any and all damages, claims, proceedings, actions, awards, expenses, penalties, costs, lost profits (including legal costs on a full indemnity basis and any increased administration costs) and any other losses or liabilities;

“Seller" means Vaillant Group UK Ltd of Nottingham Road, Belper, Derbyshire, DE56 1JT, as may be identified on the order acceptance.

2. BASIS OF CONTRACT AND ORDERS (Please note clause 10)

2.1 The Seller may in its sole discretion offer contract prices for certain orders and volumes. To obtain contract allowances it is the Buyer’s responsibility to verify contract numbers on the order at the time of implementation.

2.2 No variation to these conditions shall be binding on the Seller unless contained in the Seller’s quotation or agreed in writing between the Buyer and one of the Seller’s authorised representatives. The Seller’s employees, sub-contractors and/or agents are not authorised to make any representations or warranties concerning the Goods unless confirmed by the Seller in writing.

2.3 Any typographical, clerical or other error or omission in any document or information issued by the Seller shall be subject to correction without any Liability on the part of the Seller.

2.4 Orders are accepted subject to these Conditions. The Seller reserves the right to charge any additional costs incurred for packaging and palletisation.

2.5 All orders shall be in writing, signed by a duly authorised person, quoting the Buyer’s official order number, the delivery location and the date and time (if appropriate) for the delivery to be made. Where a contract delivery is made in respect of a third party the Seller requires a minimum of four weeks from the date of the order to date of delivery.

2.6 Where orders are completed in good faith in accordance with the quantities stated on the Buyer’s order, the Seller reserves the right to issue a handling charge of up to and including 20% of the invoice value of the Goods, where products are required to be returned to the Seller’s warehouse.

2.7 Spares are supplied in accordance with Buyer’s orders and the Seller’s Spares Policy, a copy of which can be obtained from the Seller’s Spares Sales Office. The Spares Sales Office requires a minimum of eight weeks notice for bulk purchase lines of the Seller’s spare parts. The Seller reserves the right to supply an alternative spare to meet the Buyer’s order requirement. Spares are supplied carriage paid by the Buyer.

3. DELIVERY

3.1 A delivery date will be quoted in good faith but will not be a term of the contract. The Seller will not have any Liability for any delay in delivery. Time for delivery is not of the essence. No claim for loss or damage to Goods and materials delivered will be accepted by the Seller unless notification in writing of the nature and extent of such a claim is received by the Seller within five working days of despatch. The liability of the Seller shall be restricted to the value of the Goods despatched. Goods delivered outside UK mainland may be subject to carriage charges.

3.2 For orders that necessitate sea transport to a U.K. port the Customer will bear all demurrage charges (if any) arising from any action on their part to delay receipt of the goods.

4. PRICE AND PAYMENT TERMS AND GOODS

4.1 Prices are quoted, exclusive of VAT (for which the Buyer shall be additionally liable), in good faith, but prices charged will be those in force at the date of despatch, in the absence of a separate contractual arrangement in writing with the Seller. The Seller reserves the right to vary the price at any time without notice. The price shall be paid in sterling by the Buyer in accordance with the terms stated on the Seller’s invoice.

4.2 The quantity and description of the Goods shall be as set out in the Seller’s quotation.

4.3 The Goods shall be manufactured and supplied in accordance with all applicable British Standards which relate specifically to the Goods.

4.4 The Seller’s terms of payment are as agreed between the Buyer and the Seller in writing. Time for payment shall be of the essence.

4.5 If the Buyer fails to make any payment in full on the due date, as indicated on the Seller’s invoice, the Seller may charge interest on all overdue amounts (both before and after judgement) at the prevailing rate, from time to time, under the. Late Payment of Commercial Debts (Interest) Act 1998 as amended from time to time. Such interest shall be compounded with monthly rests.

4.6 The Seller may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety, statutory or EC requirements. The Seller reserves the right to withdraw Goods from sale without notice where the specifications do not comply with the aforementioned safety, statutory or EC requirements.

5. RISK AND PROPERTY

5.1 Risk in the Goods shall pass to the Buyer upon delivery - INCOTERMS 2010® DAP. Delivery shall be deemed to occur:-at the time when the Goods arrive at the Buyer’s premises or the other specified place for delivery, unless delivered by an independent contractor or when collected by the Customer or their agent on an INCOTERMS 2010® Ex-works basis when risk will pass upon the Goods leaving the Sellers premises.

5.2 All deliveries made whether by the Seller’s own transport, or via an independent contractor, to the Buyer’s own premises or a third party contract site, must be legibly signed for by a duly authorised person; a signature on the top copy of either the Advice or Delivery Note will be proof of delivery. Where any dispute arises, the Seller reserves the right to refuse any credit allowances, however arising, in respect of unclear or unauthorised signatories for deliveries.

5.3 All Goods remain the property of the Seller until the Seller has received payment in cash or cleared funds for all sums due and/or owing for all Goods supplied under this or any other contract between the Seller and the Buyer. Payment of all sums due and/or owing shall include the amount of any interest or other sum payable under the terms of this and/or any other contract between the Seller and the Buyer.

5.4 Until property in the Goods has passed to the Buyer the Buyer shall keep the same in a fiduciary capacity for the Seller and shall take steps necessary to ensure the same are kept separately from any other assets in a safe place and are properly marked as the property of the Seller and insured to their full value while in the Buyer’s custody against all insurable risks and the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so, to enter upon any premises of the Buyer (or premises of third parties with their consent) where the Goods are stored and to repossess them.

6. GUARANTEE

6.1 The Seller Guarantees the Goods in accordance with the terms of the Guarantee Statement.

6.2 The Buyer will ensure that it makes a copy of the Guarantee Statement available to the End-User and complies in all other respects with the consumer legislation which relates to guarantees.

6.3 On condition that the Buyer adheres to and complies with the following terms and the terms of the Guarantee Statement the Seller will reimburse all reasonable external costs and expenses incurred by the Buyer arising as a direct result of a claim by an End-User relating to the Goods and which is covered by the Guarantee.

6.4 The Buyer will do any and all acts and/or things necessary to assist the Seller in determining the cause of any fault or defect which an End-User claims is covered by the Guarantee and repairing, replacing or refunding the price of the Goods to the End-User in accordance with the terms of the Guarantee Statement.

6.5 The Buyer must notify the Seller immediately upon receipt, notification or becoming aware of any claim by an End-User under the Guarantee relating to the Goods.

6.6 The Buyer will not make or give any admission, statement, promise and/or assurances to the End-User making a claim under the Guarantee without the express prior written authorisation of the Seller.

6.7 The Seller shall be under no Liability to the Buyer under the Guarantee or otherwise in respect of any defect in the Goods arising from: 6.7.1 any components which have been altered, treated, processed or worked on by the Buyer other than in the ordinary course of installation in accordance with the Seller’s Installation and Service Manual as amended from time to time; and/or 6.7.2 any drawing, design or specification supplied by the Buyer; 6.7.3 and/or which are caused by any subsequent mechanical, chemical, electrolytic or other damage not due to a defect in the Goods; 6.7.4 and/or which are caused by wilful damage, abnormal working conditions, misuse, alteration, repair or maintenance of Goods other than in accordance with the Sellers Installation and Service Manual, or negligence on the part of the Buyer or a third party

6.8 Where the Buyer notifies the Seller under and in accordance with clause 6.5 above, that an End-User has made a claim under the Guarantee, the Seller may ask the Buyer either for the return of the Goods and/or components to the Seller’s premises or for reasonable access to be given for inspection of the same. Upon the return of the Goods and/or component, or upon its inspection (as the case may be) the Seller will, if the component is found to be defective, at its own option either repair or replace the component or credit the Buyer’s account with the value of the Goods where the Goods have been returned.

6.9 The Guarantee does not apply to any components which have been altered, treated, processed or worked upon while in the Buyer’s hands, other than in the ordinary course of installation in accordance with the Seller’s Installation and Service Manual.

6.10 The Buyer will not incur any costs, expenses, fees and/or charges whether external or otherwise in connection with any claim by an End-User under the Guarantee, without first obtaining from the Seller a unique authorisation code generated verbally or in writing issued by Group service, prefixed “S” or “A” as appropriate.. The Seller shall have no liability where the buyer has incurred such costs, expenses, fees and/or charges without first obtaining the unique authorisation code.

6.11 Save as aforesaid all express or implied conditions or warranties statutory or otherwise as to the state, quality, fitness, suitability or performance of the Goods are expressly excluded to the fullest extent permitted by law.

7. LIABILITY

7.1 The Seller shall have no Liability for any defect in the Goods caused or contributed to as a result of the Goods being used for display or demonstration purposes or being handled by the Buyers customers and/or the End-User. The Seller shall have no Liability to the Buyer for defective Goods where the defect has been caused or contributed to by the Buyer.

7.2 The Seller shall have no Liability to the Buyer if the price for the Goods has not been paid in full by the due date for payment.

7.3 The Seller shall have no Liability to the Buyer for defective Goods, Goods not despatched or Goods damaged or lost in transit unless the event is notified to the Seller within the appropriate time limit set out in these conditions.

7.4 The Seller shall have no Liability for damage, loss, liability, claims, costs or expenses caused or contributed by the Buyer’s continued use of defective Goods after a defect has become apparent or suspected or should reasonably have become apparent to the Buyer.

7.5 The Buyer shall where reasonable give the Seller reasonable opportunity to remedy any matter for which the Seller is liable before the Buyer incurs any costs and/or expenses in remedying the mater itself. If the Buyer does not do so the Seller shall have no Liability to the Buyer.

7.6 The Buyer shall where reasonable produce to the Seller written evidence of any claims for which it is alleged that the Seller is liable together with written details of how the loss was caused by the Seller and the steps the Buyer has taken to mitigate the loss before the Seller shall have any Liability for the claim by the Buyer.

7.7 The Seller shall have no Liability to the Buyer to the extent that the Buyer is covered by any policy of insurance and the Buyer shall ensure that its insurers waive any and all rights of subrogation they may have against the Seller.

7.8 The Seller shall have no Liability for any matters which are outside of its reasonable control.

7.9 The Seller shall have no Liability to the End User for any damage, claims,loss, liability, costs or expenses incurred or suffered by the End User caused or contributed to by any employee, sub-contractor and/or agent of the Buyer during the installation of the Goods. The Seller shall have no Liability to the Buyer for any: consequential losses; loss of profits and/or damage to goodwill; economic and/or other similar losses; special damages and indirect losses; and/or business interruption, loss of business, contracts, opportunity and/or production.

7.10 The Buyer shall be under a duty to mitigate any loss, damage, costs or expenses that the Buyer may suffer (including maintaining an adequate stock of Goods).

7.11 The Seller’s total Liability to the Buyer shall not exceed the order value of the specific Goods in relation to which the Buyer’s claim relates. To the extent that any of the Seller’s Liability to the Buyer would be met by any insurance of the Seller then the Seller’s Liability shall be extended to the extent that such Liability is met by such insurance.

7.12 Each of the limitations and/or exclusions in these conditions shall be repeated and apply as a separate provision for each of: Liability for breach of contract; Liability in tort (including negligence); Liability for breach of statutory duty; and Liability for breach of Common Law, except clause 7.12 above which shall apply once in respect of all the said types of Liability.

7.13 Nothing in these conditions shall exclude or limit the Sellers Liability for death or personal injury due to the Seller’s negligence or any Liability which is due to fraud or any other liability which it is not permitted to exclude or limit as a matter of law.

8. RETURN OF GOODS TO OUR WORKS AND TEST AND INSPECTIONS

8.1 The Buyer, prior to returning Goods back to the Seller’s premises, will be required to contact the Seller’s Sales Office before authorisation can be granted by either the Sales Office , Spare Sales Office or a Group Service Engineer for the return of the Goods. The Seller reserves the right not to issue any credit notes for Goods returned without prior authorisation. All spares returned compliant with the Spares Returns Policy document will be subject to a handling charge of up to and including 20% of the invoiced value of the Goods.

8.2 Unless otherwise agreed all testing and inspection specified by the Buyer or implied by the order or customary to the Seller’s practice shall be at the Seller’s works. Products or components subject to product liability claims are required, unless otherwise stated in writing, to be returned to the Seller’s nominated facility.

9. BUYER’S DEFAULT

9.1 If the Buyer fails to make any payment to the Seller when due, breach the terms of these conditions or pledges or charges any Goods which remain the Sellers property, or ceases or threatens to cease to carry on business, or proposes to compound with its creditors, applies for an interim order under section 252 of the Insolvency Act 1986 or has a bankruptcy petition presented against it, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver appointed over all or any of its assets, or take or suffer any similar action in any jurisdiction the Seller shall have the right forthwith:

9.1.1 to enter, without prior notice, any of the Buyer’s premises (or premises of third parties with their consent) where Goods owned by the Seller may be and repossess and dispose of or sell any Goods found which are owned by the Seller so as to discharge any sums due to the Seller under this or any other contract;

9.1.2 require the Buyer not to re-sell or part with the possession of any Goods owned by the Seller until the Buyer has paid in full all sums due to the Seller under this or any other contract;

9.1.3 withhold delivery of any undelivered Goods and stop any Goods in transit;

9.1.4 cancel, terminate and/or suspend without Liability any agreement with the Buyer; and/or

9.1.5 all monies owed by the Buyer to the Seller shall forthwith become due and payable.

9.2 The Seller shall have a lien over all property or goods belonging to the Buyer which may be in the Seller’s possession in respect of all sums due from the Seller to the Buyer.

9.3 Upon the termination of the contract for any reason if any monies due to the Seller from the Buyer have not been paid within 14 days of such termination the Seller may sell any property or goods over which the Seller has a lien in accordance with clause 9.2 above (and the Buyer agrees that the Seller may give good title for such property and/or goods) and shall apply the proceeds of sale firstly in discharging any costs or expenses of sale, secondly in repaying any interest owed by the Buyer to the Seller, thirdly in payment of any principal sums owed to the Seller and fourthly the Seller shall account to the Buyer for the remainder (if any).

10. SPECIAL CONDITIONS RELATING TO E-COMMERCE

10.1 The Seller and Buyer shall engage the services of a Value Added Network (VAN) provider as agreed between the parties in writing from time to time. The Seller’s agreement terms will include, but not be limited to, the following:-

10.2 The contract of sale on electronic media is only complete when the Seller has verified that the account of the Buyer is in accordance with its credit terms and that the contents of the order placed are to be despatched in accordance with the Seller’s terms of trading. No written communication of acceptance will be made prior to the despatch of the order although a non-binding Advanced Shipping Note may be issued.

10.3 The Buyer is responsible for entering and conveying the order message in the correct format. Where an order is entered onto the system and the Seller communicates to the Buyer that the order or part of the order is incorrect, it is the responsibility of the Buyer to cancel the order and re-enter it onto the system correctly. The Seller will not accept amendments or partial amendments to an order already conveyed onto the system.

10.4 Where the Seller is notified in writing or by fax of an incorrect order before the order is fully processed, the Seller will endeavour to correct the order placed and despatch in accordance with the Buyer’s requirements. However, where this is not possible the Seller reserves its rights in accordance with Clause 2.6 of these conditions.

10.5 failing to comply with the User Acceptance Agreement

11. GENERAL

11.1 The Buyer shall indemnify and hold harmless the Seller against any and all Liability arising from or due to: a claim that any work done by the Seller in accordance with the Buyer’s specification infringes or is alleged to infringe any intellectual property rights of a third party; or any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by the Buyer.

11.2 All third party rights are excluded and no third party shall have any right to enforce this Contract. Any rights of a third party to enforce this Contract may be varied and/or extinguished by agreement between the parties to this Contract without the consent of any such third party

11.3 These conditions and the contract shall be subject to and construed in accordance with English law and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.

V 10.03 /2014