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© ® Biodiesel-Fuel.co.uk 2006-2009
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In these Terms of Business (“the Terms”) all references to:-
“Company” means the proprietor of www.biodiesel-fuel.co.uk
“Contract” means the agreement between the Company and the Customer as formed under clause 2(f) and which shall include the Estimate and these Terms.
“Customer” means the person, firm or company to whom an Estimate is issued by the Company.
“Deposit” means the deposit as more particularly described at term 6(a).
“Goods” means the goods which are the subject of an Estimate.
“Services” means the services which are the subject of an Estimate or are provided by the Company in connection with the Goods.
“Supply” means the supply of Goods and/or Services as the case may be.
“Estimate” means a written Estimate for Supply made by the Company in accordance with Term 2(a).
“Fees” means the fixed fees and/or fees shown by reference to a price for Goods or parts of Goods or a rate for Services in an Estimate (subject to any variation provided for therein or hereunder) together with any additional costs, charges, penalties, expenses and allowances referred to therein (subject as before) and with the addition of any other sums payable hereunder, including but not limited to any taxes, duties, delivery charges, packaging, licensing or insurance costs.
Return to Topa) In response to an enquiry or at the request of the Customer, the Company may issue an estimate setting out the anticipated costs of providing goods and/or services requested by the Customer. In the event that the customer wishes to change any requirements or query any aspect of an estimate, the Customer shall discuss its requirements with the Company whereupon the Company may issue an amended estimate. At all times, the last estimate issued by the Company to the Customer will constitute “the Estimate“ for the purposes of these Terms.
b) Estimates are given by the Company on the basis that no Contract shall come into existence except in accordance with term 2(f). Any Estimate is valid for a period of 30 days from its date or such other period as the Company may expressly state in the Estimate (“the Period”), provided that it has not been superseded (under term 2(a) or 2(d)) or withdrawn (under term 2(c)) by the Company.
c) The Company may withdraw the Estimate at any time prior to its acceptance in the required manner.
d) In the event that the Estimate is not accepted in the Period, the Company reserves the right to alter and reissue an Estimate, whether to take into account increased costs of parts, materials, labour or otherwise.
e) To place an order, the Customer shall sign and return the “Order Acknowledgement” and “Terms and Conditions Acceptance” to the Company, or shall comply with such requirements as are expressly required by the Company.
f) The Customer’s order or the Customer’s acceptance of an Estimate constitutes an offer by the Customer to purchase the Goods and/or Services specified in it on these Terms. No offer placed by the Customer shall be accepted by the Company other than:
when a Contract for the supply and purchase of those Goods and/or Services on these Terms will be established. The Customer’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern the Contract.
g) Any accepted Estimate may not be subsequently varied or cancelled by the Customer without the written agreement of the Company, save in accordance with clauses 4 or 12.
h) The Company shall be entitled to correct clerical errors or genuine mistakes in these Terms and/or any Estimate. No other change may be made to these Terms or any Estimate except with the written consent of the Company.
Return to Topa) All Estimates given and sales made are upon the condition that although the goods supplied are of sound commercial quality, the Company can accept no liability as to their suitability for any purpose other than that specified in writing by the Customer at or prior to the time of sale.
b) Illustrations, descriptions, weights and technical data in any of the Company’s publications, price lists and statements (written or oral) made by any representative of the Company are provided to give Customers an approximate picture and description only and do not form the basis of any contractual liability. The Company may occasionally substitute Goods and/or parts of Goods of a similar description or which have a similar purpose, where for example the original parts specified become unavailable or where it is reasonably necessary to do so to comply with legal or regulatory requirements.
Return to Topa) If, at any time after the Contract has come into effect in accordance with clause 2(f) above, either party requests a change to the scope or execution of the Supply, it shall submit details of the requested change to the other in writing.
b) If either party requests a change to the scope or execution of the Supply, the Company shall, within a reasonable period of time, provide a written estimate to the Customer setting out:
c) The Company may, from time to time and without notice, change the Supply in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope or charges for the Supply.
d) The Company may charge the Customer for its time spent in assessing a request for change from the Customer on a time and materials basis and for any additional costs or charges including any labour or storage costs or lost deposits or other penalties whether incurred in-house or imposed by third parties, which are connected with changing the Supply part way through performance of the Contract.
Return to Topa) The Customer shall pay the Fees to the Company in accordance with the payment terms set out at clause 6.
b) In addition to any provision for variation provided in the Estimate, the Company may by written notice given to the Customer vary the Fees in the event that:
c) The Customer shall not be entitled to make any deduction from the Fees in respect of any alleged right of set-off or counter claim. For the avoidance of doubt, the Customer shall not have any right of set-off.
d) Unless the Estimate states to the contrary, the Fees shown in the Estimate are exclusive of the costs of insurance, delivery, Value Added Tax and all applicable taxes, duties, tariffs and such charges of any nature whatsoever imposed in any country or territory, either directly or indirectly, in respect of the Supply or payment thereof.
Return to Topa) The Customer must pay to the Company a minimum deposit of 50% of the Fees, or such other sum as is required by way of a deposit as set out in the Estimate (whichever is the greater) (“the Deposit”) and the Contract is conditional upon payment of the Deposit. For the avoidance of doubt, the Company shall not be under any duty to commence performance of any of its obligations or to order any items from its suppliers until the Customer has paid the Deposit.
b) The Deposit is non-refundable except where otherwise provided for in these Terms and for the avoidance of doubt, the deposit may be forfeited in the event of cancellation under clause 12.
c) At any time after the Contract has been formed, the Company may issue an invoice or invoices to the Customer in respect of any or all parts, components or other items or services required for the Supply. The Company shall be under no obligation to provide or order or procure any such parts, components, items or services from third parties until payment of each relevant invoice issued has been made in full and the Company is in receipt of cleared funds.
d) At such time as the Goods and Services are substantially ready, the Company shall submit a final invoice to the Customer for the balance of the Fees which may, for the avoidance of doubt, include the remainder of the price specified in the Estimate for the Goods and/or Services plus the cost of any Value Added Tax, insurance, packaging, duties, transportation and delivery and any other charges. The Company may also require the Customer to pay an amount for import/export duties and/or other charges as may be relevant to the Supply or the payment thereof. The Company shall be under no obligation to despatch the Goods or complete its obligations under the Contract until such time as the final invoice has been paid in full and the Company is in receipt of all relevant Fees.
e) Time of payment of the Fees shall be of the essence and the Customer shall pay the Fees set out in each invoice within such period as is stated on the invoice for payment or otherwise requested in writing by the Company or, where no time period is stated, within a reasonable time of receipt of that invoice.
f) In the event that payment is delayed, the Company reserves the right to pass on any costs connected with the delay to the Customer, including any increased costs of supply, labour or storage, and the Company reserves the right to charge commercial interest on any amount remaining overdue at the rate of 8% above the UK base rate of Barclays Bank Plc from time to time from the date when payment became due (whether demanded or not) until the overdue amounts are paid. The Company reserves the right to suspend the Supply in the event of any payments not being made when due.
g) In circumstances where the Supply is substantially complete, the Customer shall not be entitled to withhold payment of the Fees or any element thereof on grounds that there are minor defects or omissions in the Supply. The Company undertakes however to make every reasonable endeavour to remedy such agreed defects and omissions within a reasonable period of time in accordance with the warranty set out at term 13.
h) All sums payable to the Company shall become due immediately on termination of the Contract for whatever reason, despite any other provision. This clause is without prejudice to any right to claim for interest under the law or any such right under this Contract.
i) The Company may set off any liability of the Customer to the Company against any liability of the Company to the Customer, without any prejudice to any other rights the Company may have.
Return to Topa) Unless otherwise agreed in writing by the Company and subject to term 8, delivery of the Goods shall take place at the Company’s place of business.
b) The Customer shall be responsible for arranging for inspection of the Goods on collection or prior to despatch. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which occurs after shipment or in respect of any damage during transit.
c) The Customer shall take delivery of the Goods within 14 days of the Company giving it notice that the Goods are ready for delivery.
d) Any period or dates stated in the Estimate for the Supply are the Company’s best estimates but are not contractual statements. Should the Company’s estimates prove inaccurate it shall use its reasonable endeavours to notify the Customer of the re-scheduled estimated periods or dates for the Supply at the earliest reasonable opportunity. Time shall not be made of the essence by notice.
e) In the event that the Customer requires the Goods to be sent to premises other than the Company’s place of business, and the Company agrees to make the necessary arrangements for transit and/or insurance, the Company shall arrange transportation of the Goods to such address as is provided by the Customer subject at all times to these Terms. The Customer acknowledges that any delivery arrangements entered into by the Company are on behalf of the Customer and that delivery shall take place the moment the Goods are delivered to the carrier. The Customer shall provide the Company with cleared funds in advance of transit in such sums as are equivalent to any and all costs of delivery, including containers, packing material, freight charges and insurance.
f) Any such period or dates shall in any event be deemed to have been extended in circumstances where the Company is ready and/or willing to make, continue or complete the Supply but is unable to do so due to the Customer’s instructions or failure to provide such instructions, access or any particulars or information or where the Customer has failed to perform any of its obligations under the Contract, including to prepare the premises and/or to make payment.
g) Subject to the remainder of these Terms, the Company shall not be liable for any direct, indirect or consequential loss, (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days.
h) Delivery with regard to overseas Customers will also be subject to the export terms set out at clause 10 except where otherwise expressly agreed between the Customer and the Company in writing.
Return to Topa) In the event that the Company agrees to install the Goods at a location for or on behalf of the Customer, the Customer shall, at its expense:
b) Where the Company agrees to install the Goods, delivery shall take place at the installation location.
Return to Topa) Risk in any Goods supplied under these Terms shall pass to the Customer:
and thereafter such Goods shall be at the Customer’s risk
b) The title to the Goods shall pass to the Customer on delivery provided that the Company has received payment in full in cleared funds of all Fees due under the Contract.
c) Until such time as title to the Goods has passed to the Customer the Company may require the Customer to insure the Goods (and/or may arrange such insurance on the Customer’s behalf) or to deliver up the Goods to the Company or (at its discretion) the Company will be entitled to repossess the Goods from any premises where they may be.
d) For the purpose of repossessing the Goods, the Customer shall permit the Company, its employees and agents to enter upon the premises of the Customer or any third party where the Goods are stored and repossess the Goods. In the event of any such repossession, the Customer shall pay to the Company the cost of removal and transport of the Goods.
e) Nothing in this Term shall confer any right on the Customer to return any Goods, or to refuse or delay payment of the Fees, or shall affect the passing of risk as provided in Term 10(a).
Return to Topa) Where the Goods are supplied for export from the mainland United Kingdom, the provisions of this clause shall (subject to any special terms agreed in writing between the Company and the Customer) apply notwithstanding any other provision of these Terms.
b) Unless otherwise agreed in writing between the Customer and the Company, the Goods shall be deemed to be “delivered to the Customer” for the purposes of these Terms when they leave the Company’s premises.
c) The Customer shall accept risk for the Goods from the point of delivery in accordance with (b) above and shall undertake to insure the same at full replacement value for each stage of the journey until such time as the Goods arrive at the Customer’s premises or such other destination as is notified to the Company prior to despatch.
d) In the event that the Company makes any of the arrangements with regard to transit, the Customer acknowledges that any delivery arrangements entered into by the Company are on behalf of the Customer. The Customer shall provide the Company with cleared funds in advance of transit in such sums as are equivalent to any and all costs of delivery, including containers, packing material, and freight charges.
e) In the event that the Company arranges any insurance for transit, the Customer acknowledges that it does so on behalf of the Customer and the Customer shall pay to the Company such sums as are equal to the cost of each insurance in cleared funds prior to despatch.
f) The Customer shall be responsible for arranging for inspection of the Goods prior to despatch. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which occurs after shipment or in respect of any damage during transit.
g) The Customer shall be responsible for arranging and complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
h) The Customer shall be responsible for obtaining any licenses or permissions and complying with any legislation or regulations governing the ownership and use of the Goods in the country of destination and for any related costs or payments.
i) The Customer shall not offer the Goods for resale in any country save with the prior consent in writing of the Company.
Return to Topa) Save where it is otherwise set out in the Estimate, installation, training or other consultancy services may be provided by the Company at its sole discretion.
b) In the event that the Company provides training, the Customer shall use its best endeavours to attend.
c) The Customer acknowledges that for the Company to be able to provide the Services, the Customer shall:
d) The Company may charge the Customer for any and all such Services on a time basis and any additional reasonable costs and expenses incurred by the Company in connection with the Supply.
e) The Company shall use its reasonable endeavours to:
a) The Company may cancel the order at any time at its sole discretion by giving notice to the Customer. In the event that the Company cancels the Contract prior to the performance of the Supply, it shall be required to reimburse the Customer for any Fees paid.
b) The Customer shall have no right to cancel the Contract, except as provided at clause 15.
c) The Company may terminate the Contract if the Customer:
d) If the Company terminates this Contract under term 12(c) above, the Customer shall pay and the Company shall be entitled to retain, all sums due under any and all invoices issued up to the date of termination and any sums arising from commitments entered into by the Company in connection with the Contract prior to the date of termination or cancellation.
e) In the event of any termination or cancellation, the Company shall be entitled to sell the Goods and/or any parts thereof to third parties.
Return to Topa) Subject to the remainder of these Terms and in particular to this clause 13, the Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of three months from the date of delivery, whichever is the earlier (“the Warranty Period”).
b) The above warranty is given by the Company subject to the following conditions:
c) In the event that a Customer makes an invalid warranty claim and in investigating that claim or inspecting the Goods the Company incurs any costs, charges or expenses, the Company may invoice the Customer and the Customer shall pay the Company in respect of those costs, expenses or charges, including for any administration, labour or travel costs.
d) The Customer warrants that he has not relied on any representation of the Company or upon any description, illustration or specifications contained in any catalogues or publicity material produced by the Company which are only intended to convey a general idea of the products and services mentioned therein.
e) The Customer warrants that he has obtained any and all appropriate permissions and licences, including for example the IPPC licence (or equivalent) and complied with all regulatory requirements in the relevant jurisdiction.
Return to Topa) The Customer shall be entitled to the benefit of the aforementioned Warranty which is given in lieu of and replaces, excludes and extinguishes all and every condition, term or warranty whatsoever whether expressed or implied by statute, common law, trade usage, custom or otherwise.
b) Notwithstanding the exclusion of any warranty as to fitness for the purpose contained in these Terms, as a separate term the Customer agrees that in circumstances where the Company relies on the skills of the Customer to judge whether the Goods and/or Services are fit for the purpose for which they are being provided, the Company shall accept no liability whatsoever with regard to that judgement or any matter arising from that judgement and accordingly it shall be the responsibility of the Customer to determine the suitability of the Goods and of any Services for their intended purpose and their compliance with applicable laws, regulations, codes and standards and the Customer assumes all risks pertaining thereto.
c) The Company shall not be liable in respect of any loss or damage of whatever kind, whether arising by reason of the negligence of the Company or otherwise, to premises or other physical property. In the event of legal liability being established the Company shall not be liable to pay damages for the aforementioned loss or damage.
d) The Company shall not, except in respect of death or personal injury caused by the negligence of the Company, be liable to the Customer by reason of any representation or implied warranty, condition or other term or any duty at common law or under statute, or under the express terms of the contract, for any loss of business, contracts, profits or revenue or for any economic, consequential, special or indirect loss or damage arising out of or in connection with any act or omission of the Company (whether occasioned by the negligence of the Company or its employees or agents or otherwise) relating to the Supply of the Goods or the Services, or their use by the Customer, and in the event of legal liability being established the Company shall not be liable to pay damages arising from the aforementioned loss or damage.
e) The Company shall be under no liability in respect of any loss or damage of whatever kind arising from:
In the event of any legal liability being established against the Company in respect of the Contract or the Supply, then the Customer’s sole rights of redress against the Company shall be limited to the payment of any claim or claims for damages the total amount of which shall in no circumstances exceed the Fees received by the Company in respect of the Supply.
f) Subject as expressly provided in these Terms, and except where the Goods and/or Services are supplied to a person dealing as a consumer within the meaning of the Unfair Contract Terms Act 1977, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
g) A 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 Company within seven 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 Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the Fee as if the Goods had been delivered in accordance with the contract.
h) The Company and the Customer agree that the limitations and exclusions of liability contained hereunder are, by reference to the Supply, reasonable and in this connection the Customer’s attention is drawn particularly to Term 13.
i) The Company does not seek to exclude or restrict any legal liability it may have for death or personal injury resulting from the negligence of the Company, its employees, agents or sub-contractors.
j) The Company does not exclude or restrict any of its legal obligations arising under Section 12 of the Sale of Goods Act 1979 and/or Section 2 of the Supply of Goods and Services Act 1982.
Return to Topa) In the event of a transaction with a Customer who is regarded as a “consumer” under the relevant legislation (a “consumer Customer”), the consumer Customer’s statutory rights are not adversely affected by these Terms.
b) The Company does not exclude or restrict any liability or legal obligations arising under Sections 12, 13, 14 or 15 of the Sale of Goods Act 1979 and/or Section 2 of the Supply of Goods and Services Act 1982 in respect of such consumer Customers.
c) Where the Goods or Services are supplied under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these terms.
d) Subject to clause 15(e), in the event that the Customer is dealing as a consumer and enters into a distance sales transaction as regulated by the Distance Selling Regulations 2000, the Customer will be entitled to cancel his order or any part thereof at any time prior to delivery and for a period of seven days thereafter by notifying the Company in writing.
e) Where the Goods are bespoke or are designed or manufactured specifically for the Customer, the rights set out at clause 15(d) shall not apply and accordingly the Customer shall have no right to cancel the Contract and no right of refund.
f) In the event of any cancellation by the Customer under clause 15(d) above, the consumer Customer shall be entitled to a refund of the cost of the Goods, provided that the Goods are returned to the Company in the same condition as they were at the point of delivery and at the Customer’s expense. The Company shall be entitled to claim, retain or set off any costs charges or expenses incurred in connection with the cancelled Contract including but not limited to costs arising from any related agreements with suppliers, delivery arrangements and/or export duties, cost of any services, administration, or other ancillary expenses. For the avoidance of doubt, any Deposit paid under clause 5 is non-refundable and the Company shall be entitled to retain at least the Deposit monies in the event of Cancellation. Upon receiving the Customer’s notification of cancellation the Company will be entitled to re-sell any or all of the Items.
Return to Topa) The Company cannot accept any liability incurred in relation to the Supply wherever and to the extent to which fulfilment of the Company’s obligations is prevented, frustrated, impeded and/or delayed as a consequence of any occurrence whatsoever beyond its reasonable control.
b) The Company undertakes to make every reasonable endeavour to overcome any difficulties so occasioned but reserves the right to cancel, suspend or vary its obligations in these circumstances.
c) The Company shall not be liable to the Customer or be deemed to be in breach of the contract by reason of any delay in performing or failure to perform any of the Company’s obligations in relation to the Supply if the delay or failure was due to any of the following causes:
a) The Customer shall acquire no intellectual property rights in respect of the Goods or Services in connection with the Supply.
b) The Customer agrees that it shall not infringe any intellectual property rights of the Company or any third parties in connection with the Supply.
c) The Customer shall promptly notify the Company of any actual or threatened infringement of any intellectual property rights of the Company.
d) The Customer shall not at any time before, during or after the Supply disclose to any other person any technology or other information disclosed to it by the Company in connection with the Estimate, Contract and/or Supply.
Return to Topa) The formation and construction of these Terms and the performance of the Supply shall be governed in all respect by English Law and the Customer agrees to submit to the non-exclusive jurisdiction of the English courts.
b) Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates in that jurisdiction to the English legal term.
c) These Terms and the Estimate are made only in the English language. If there is any conflict in the meaning between the English language version of these terms or the Estimate and any version or translation of it in any other language, the English language version shall prevail.
Return to Topa) These Terms, together with the Estimate, shall represent the entire agreement of the Company and the Customer with regard to the Supply and shall override any differing terms and/or conditions which may appear or be referred to by the Customer in any correspondence or other documentation. These Terms shall, unless the Company agrees to the contrary in writing, govern all Supplies of the Company.
Return to Topa) The Customer shall not assign or otherwise transfer all or any of its rights, interests or obligations relating to the Supply without the prior written consent of the Company.
b) If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
c) The rights of the Company shall not be prejudiced or restricted by any indulgence or forbearance extended to the Customer and no waiver by the Company of any breach by the Customer shall operate as a waiver of any subsequent breach.
d) Unless the Estimate expressly and unequivocally provides to the contrary, then in the event of any conflict between these Terms and any part of the Estimate, the latter shall prevail.
e) The headings of these Terms shall not form part of the Terms and shall not affect their interpretation.
f) If any Term hereunder is held to be invalid for any reason by any Court or competent authority, it is to that extent to be deemed removed from these Terms without prejudice to the validity or other effectiveness of the remaining Terms.
g) Any reference in these Terms to “writing” or any related expressions includes a reference to cable, facsimile transmission, e-mail or comparable means of communication.
h) In these terms, any phrase introduced by the terms "including", "include", "in particular" “such as” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
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Photographs and Product Images are © of their respective owners
© ® Biodiesel-Fuel.co.uk 2006-2009
Privacy