Terms and Conditions

Humidity & Heating Ltd - Terms & Conditions
Humidity & Heating Ltd - Terms & Conditions of Trade
© Copyright - EC Credit Control Ltd - 2006
1. Definitions
1.1 "Seller" shall mean Humidity & Heating Ltd, its successors and assigns or any person acting on behalf of and with
the authority of Humidity & Heating Ltd.
1.2 "Client" shall mean the person or entity described as such on the invoices, application for credit, quotation, work
authorisation or any other forms to which these terms and conditions apply, and shall include any person acting
on behalf of and with the authority of such person or entity.
1.3 "Guarantor" means that person (or persons), or entity, who agrees to be liable for the debts of the Client on a
principal debtor basis.
1.4 "Goods" shall mean Goods supplied by the Seller to the Client (and where the context so permits shall include
any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work
authorisation or any other forms as provided by the Seller to the Client.
1.5 "Services" shall mean all services supplied by the Seller to the Client and includes any advice or
recommendations (and where the context so permits shall include any supply of Goods as defined above).
1.6 "Price" shall mean the cost of the Goods as agreed between the Seller and the Client subject to clause 4 of this
contract.
2. Application of these terms and conditions to consumers
2.1 Where the Client buys Goods as a consumer these terms and conditions (in particular clauses relating to Risk,
Disclaimer, Defects, Returns, Warranties, and Limitation of Liability) shall be subject to any laws or legislation
governing the rights of consumers and shall not affect the consumer's statutory rights.
3. Acceptance
3.1 Any instructions received by the Seller from the Client for the supply of Goods and/or the Client's acceptance of
Goods supplied by the Seller shall constitute acceptance of the terms and conditions contained herein.
3.2 Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for
all payments of the Price.
3.3 Upon acceptance of these terms and conditions by the Client the terms and conditions are irrevocable and can
only be amended with the written consent of the Seller.
3.4 The Client undertakes to give the Seller at least fourteen (14) days notice of any change in the Client's name,
address and/or any other change in the Client's details.
4. Price And Payment
4.1 At the Seller's sole discretion the Price shall be either:
(a) as indicated on invoices provided by the Seller to the Client in respect of Goods supplied; or
(b) the Seller's quoted Price (subject to clause 4.2) which shall be binding upon the Seller provided that
the Client shall accept the Seller's quotation in writing within thirty (30) days.
4.2 The Seller reserves the right to change the Price in the event of a variation to the Seller's quotation.
4.3 At the Seller's sole discretion a deposit may be required.
4.4 Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms.
4.5 At the Seller's sole discretion:
(a) payment shall be due on delivery of the Goods; or
(b) payment shall be due before delivery of the Goods; or
(c) payment for approved Clients shall be made by instalments in accordance with the Seller's payment
schedule; or
(d) payment for approved Client's shall be due thirty (30) days following the end of the month in which a
statement is posted to the Client's address or address for notices.
4.6 Payment will be made by cash, or by cheque, or by bank cheque, or by credit card, or by direct credit.
4.7 VAT and other taxes and duties that may be applicable shall be added to the Price except when they are
expressly included in the Price.
5. Delivery Of Goods
5.1 At the Seller's sole discretion delivery of the Goods shall take place when:
(a) the Client takes possession of the Goods at the Seller's address; or
(b) the Client's nominated carrier takes possession of the Goods in which event the carrier shall be
deemed to be the Client's agent.
5.2 At the Seller's sole discretion the costs of delivery are:
(a) in addition to the Price; or
(b) for the Client's account.
5.3 The Client shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for
delivery. In the event that the Client is unable to take delivery of the Goods as arranged then the Seller shall be
entitled to charge a reasonable fee for redelivery.
5.4 Delivery of the Goods to a third party nominated by the Client is deemed to be delivery to the Client for the
purposes of this agreement.
5.5 The Seller may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid
for in accordance with the provisions in these terms and conditions.
5.6 The Client shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be
either greater or lesser than the quantity purchased provided that:
(a) such discrepancy in quantity shall not exceed 5%; and
(b) the Price shall be adjusted pro rata to the discrepancy.
5.7 The failure of the Seller to deliver shall not entitle either party to treat this contract as repudiated.
5.8 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods
(or any of them) promptly or at all.
6. Health & Safety
6.1 On or before delivery of the Seller's goods, the client shall, if so requested by the Seller, enter into a written
undertaking to take such steps as may be specified by the Seller to ensure that the goods will be safe and
without risks to health when properly used.
6.2 The Client shall indemnify the Seller in respect of costs incurred in defending any proceedings in relation to the
Seller's goods brought under the Health & Safety at Work Act 1974 or any statutory modification or reenactment
thereof or any regulations, orders or directions made thereunder.
7. Risk
7.1 If the Seller retains ownership of the Goods nonetheless, all risk for the Goods passes to the Client on delivery.
7.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, the
Seller is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and
conditions by the Seller is sufficient evidence of the Seller's rights to receive the insurance proceeds without the
need for any person dealing with the Seller to make further enquiries.
8. Title
8.1 It is the intention of the Seller and agreed by the Client that ownership of the Goods shall not pass until:
(a) the Client has paid all amounts owing for the particular Goods; and
(b) the Client has met all other obligations due by the Client to the Seller in respect of all contracts
between the Seller and the Client.
8.2 Receipt by the Seller of any form of payment other than cash shall not be deemed to be payment until that form
of payment has been honoured, cleared or recognised and until then the Seller's ownership or rights in respect
of the Goods shall continue.
8.3 It is further agreed that:
(a) where practicable the Goods shall be kept separate and identifiable until the Seller shall have received
payment and all other obligations of the Client are met; and
(b) until such time as ownership of the Goods shall pass from the Seller to the Client the Seller may give
notice in writing to the Client to return the Goods or any of them to the Seller. Upon such notice the
rights of the Client to obtain ownership or any other interest in the Goods shall cease; and
(c) the Seller shall have the right of stopping the Goods in transit whether or not delivery has been made;
and
(d) if the Client fails to return the Goods to the Seller then the Seller or the Seller's agent may enter upon
and into land and premises owned, occupied or used by the Client, or any premises as the invitee of
the Client, where the Goods are situated and take possession of the Goods; and
(e) the Client is only a bailee of the Goods and until such time as the Seller has received payment in full
for the Goods then the Client shall hold any proceeds from the sale or disposal of the Goods on trust
for the Seller; and
(f) the Client shall not deal with the money of the Seller in any way which may be adverse to the Seller;
and
(g) the Client shall not charge the Goods in any way nor grant nor otherwise give any interest in the
Goods while they remain the property of the Seller; and
(h) the Seller can issue proceedings to recover the Price of the Goods sold notwithstanding that
ownership of the Goods may not have passed to the Client; and
(i) until such time that ownership in the Goods passes to the Client, if the Goods are converted into other
products, the parties agree that the Seller will be the owner of the end products.
9. Defects
9.1 The Client shall inspect the Goods on delivery and shall within seven (7) days notify the Seller of any alleged
defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford
the Seller an opportunity to inspect the Goods within a reasonable time following delivery if the Client believes
the Goods are defective in any way. If the Client shall fail to comply with these provisions the Goods shall be
presumed to be free from any defect or damage. For defective Goods, which the Seller has agreed in writing
that the Client is entitled to reject, the Seller's liability is limited to either (at the Seller's discretion) replacing the
Goods or repairing the Goods.
9.2 No Goods shall be accepted for return except in accordance with 9.1 above.
10. Returns
10.1 Returns will only be accepted provided that:
(a) the Client has complied with the provisions of clause 9.1; and
(b) the Seller has agreed in writing to accept the return of the Goods; and
(c) the Goods are returned at the Client's cost within fourteen (14) days of the delivery date; and
(d) the Seller will not be liable for Goods which have not been stored or used in a proper manner; and
(e) the Goods are returned in the condition in which they were delivered and with all packaging material,
brochures and instruction material in as new condition as is reasonably possible in the circumstances.
10.2 The Seller may (at its discretion) accept the return of non-defective Goods for credit or refund but this may incur
a handling fee of 50% of the value of the returned Goods plus any freight.
11. Warranty
11.1 For Goods not manufactured by the Seller, the warranty shall be the current warranty provided by the
manufacturer of the Goods. Whilst the Seller shall honour such warranty the Seller shall not be bound by nor
responsible for any term, condition, representation or warranty other than that which is given by the
manufacturer of the Goods.
11.2 In the case of second hand Goods, the Client acknowledges that he has had full opportunity to inspect the same
and that he accepts the same with all faults and that no warranty is given by the Seller as to the quality or
suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. The Seller
shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof
however arising.
11.3 To the extent permitted by statute, no warranty is given by the Seller as to the quality or suitability of the Goods
for any purpose and any implied warranty is expressly excluded. The Seller shall not be responsible for any loss
or damage to the Goods, or caused by the Goods, or any part thereof however arising.
12. Sale of Goods Act 1979 and Supply of Goods and Services Act 1982
12.1 This agreement is subject to the provisions of the Sale of Goods Act 1979 and the Supply of Goods and
Services Act 1982 (or any replacement or re-enactment thereof) in all cases except where the Client is
contracting within the terms of a trade/business (which cases are specifically excluded).
12.2 Notwithstanding clause 12.1 nothing in this agreement is intended to have the effect of contracting out of any
applicable provisions the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982 or any laws
or legislation governing the rights of consumers, except to the extent permitted by those Acts, laws or
legislation.
13. Intellectual Property
13.1 Where the Seller has designed, drawn or written Goods for the Client, then the copyright in those designs and
drawings shall remain vested in the Seller, and shall only be used by the Client at the Seller's discretion.
13.2 The Client warrants that all designs or instructions to the Seller will not cause the Seller to infringe any patent,
registered design or trademark in the execution of the Client's order.
14. Default & Consequences of Default
14.1 Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of
payment at a rate of 2.5% per calendar month and such interest shall compound monthly at such a rate after as
well as before any judgment.
14.2 The Seller may charge interest on overdue invoices in accordance with the Late Payment of Commercial Debts
(Interest) Act 1998.
14.3 If the Client defaults in payment of any invoice when due, the Client shall indemnify the Seller from and against
all costs and disbursements incurred by the Seller in pursuing the debt including legal costs on a solicitor and
own client basis and the Seller's collection agency costs.
14.4 Without prejudice to any other remedies the Seller may have, if at any time the Client is in breach of any
obligation (including where the Client defaults in payment of any invoice 10 days beyond the due date), the
Seller may suspend or terminate the supply of Goods to the Client and any of its other obligations under the
terms and conditions. The Seller will not be liable to the Client for any loss or damage the Client suffers
because the Seller exercised its rights under this clause.
14.5 If any account remains overdue after thirty (30) days then an amount of ₤20.00 shall be levied as an
administration fee and shall be levied for each month that the account remains overdue, which sums shall
become immediately due and payable.
14.6 Without prejudice to the Seller's other remedies at law the Seller shall be entitled to cancel all or any part of any
order of the Client which remains unperformed in addition to and without prejudice to any other remedies and all
amounts owing to the Seller shall, whether or not due for payment, become immediately payable in the event
that:
(a) any money payable to the Seller becomes overdue, or in the Seller's opinion the Client will be unable
to meet its payments as they fall due; or
(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an
arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of
the Client or any asset of the Client.
15. Security And Charge
15.1 Despite anything to the contrary contained herein or any other rights which the Seller may have howsoever:
(a) where the Client and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of
being charged, both the Client and/or the Guarantor agree to mortgage and/or charge all of their joint
and/or several interest in the said land, realty or any other asset to the Seller or the Seller's nominee
to secure all amounts and other monetary obligations payable under the terms and conditions. The
Client and/or the Guarantor acknowledge and agree that the Seller (or the Seller's nominee) shall be
entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and
other monetary obligations payable hereunder have been met.
(b) should the Seller elect to proceed in any manner in accordance with this clause and/or its sub-clauses,
the Client and/or Guarantor shall indemnify the Seller from and against all the Seller's costs and
disbursements including legal costs on a solicitor and own client basis.
(c) The Client and/or the Guarantor (if any) agree to irrevocably true nominate constitute and appoint the
Seller or the Seller's nominee as the Client's and/or Guarantor's true and lawful attorney to perform all
necessary acts to give effect to the provisions of this clause 15.1.
16. Cancellation
16.1 The Seller may cancel these terms and conditions or cancel delivery of Goods at any time before the Goods are
delivered by giving written notice. On giving such notice the Seller shall repay to the Client any sums paid in
respect of the Price. The Seller shall not be liable for any loss or damage whatever arising from such
cancellation.
16.2 In the event that the Client cancels delivery of Goods the Client shall be liable for any loss incurred by the Seller
(including, but not limited to, any loss of profits) up to the time of cancellation.
17. Data Protection Act 1998
17.1 The Client and the Guarantor/s (if separate to the Client) authorises the Seller to:
(a) collect, retain and use any information about the Client, for the purpose of assessing the Client's
creditworthiness or marketing products and services to the Client; and
(b) to disclose information about the Client, whether collected by the Seller from the Client directly or
obtained by the Seller from any other source, to any other credit provider or any credit reporting
agency for the purposes of providing or obtaining a credit reference, debt collection or of listing a
default by the Client on publicly accessible credit reporting databases.
17.2 The Seller may also use information about the Client to monitor and analyse its business. In this connection the
Client authorises the Seller to disclose personal information to agents or third parties engaged by the Seller.
17.3 The Client consents to the transfer of information outside of the European Economic Area for the purposes
listed above.
17.4 Where the Client is an individual the authorities under (clause 17.1) are authorities or consents for the purposes
of the Data Protection Act 1998.
17.5 The Client shall have the right to request the Seller for a copy of the information about the Client retained by the
Seller and the right to request the Seller to correct any incorrect information about the Client held by the Seller.
18. Limitation of Liability
18.1 The Seller shall be under no liability whatever to the Client for any indirect loss and/or expense (including loss of
profit or goodwill) suffered by the Client or any third party arising out of a breach by the Seller of these terms
and conditions.
18.2 In the event of any breach of this contract by the Seller the remedies of the Client shall be limited to damages
and the Seller's liability (if any) whether in contract, tort or otherwise in respect of any defect in the Goods, or for
any breach of these terms and conditions, or of any duty owed to the Client in connection with them shall be
limited to the amount of the Price.
19. For the avoidance of doubt, nothing in these terms and conditions shall exclude or restrict the Seller's liability to
any person for death or personal injury to that person resulting from the Seller's negligence.
Unpaid Seller's Rights
19.1 Where the Client has left any item with the Seller for repair, modification, exchange or for the Seller to perform
any other Service in relation to the item and the Seller has not received or been tendered the whole of the Price,
or the payment has been dishonoured, the Seller shall have:
(a) a lien on the item;
(b) the right to retain the item for the Price while the Seller is in possession of the item;
(c) a right to sell the item.
19.2 The lien of the Seller shall continue despite the commencement of proceedings, or judgement for the Price
having been obtained.
20. Client's Disclaimer
20.1 The Client hereby disclaims any right to rescind, or cancel the contract or to sue for damages or to claim
restitution arising out of any misrepresentation made to the Client by the Seller and the Client acknowledges
that the Goods are bought relying solely upon the Client's skill and judgment.
21. General
21.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity,
existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
21.2 These terms and conditions and any contract to which they apply shall be governed by the laws of England and
Wales and are subject to the jurisdiction of the courts of Oxford.
21.3 The Client shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed
to the Client by the Seller.
21.4 The Seller may license or sub-contract all or any part of its rights and obligations without the Client's consent.
21.5 The Seller reserves the right to review these terms and conditions at any time. If, following any such review,
there is to be any change to these terms and conditions, then that change will take effect from the date on which
the Seller notifies the Client of such change. Except where the Seller supplies further Goods to the Client and
the Client accepts such Goods, the Client shall be under no obligation to accept such changes.
21.6 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock out, industrial
action, fire, flood, drought