LOCO2 HEAT LIMITED
Terms and conditions for the supply of goods BUSINESS CUSTOMERS ONLY
These Conditions will apply to any contract between us for the sale of Goods to you. Please read these Conditions carefully and make sure that you understand them, before ordering any Goods from our website. Please note that before placing an order you will be asked to agree to these Conditions. If you refuse to accept these Conditions, you will not be able to order any Goods from our website.
You should print a copy of these Conditions or save them to your computer for future reference.
We amend these Conditions from time to time as set out in clause 14.6. Every time you wish to order Goods, please check these Conditions to ensure you understand the terms which will apply at that time. These Conditions were most recently updated on 29.06.2016.
The customer's attention is drawn in particular to the provisions of clause 12.
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 14.6.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Force Majeure Event: has the meaning given in clause 13.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer's order for the Goods, as set out in the Customer's purchase order form or the Customer's written acceptance of the Supplier's quotation as the case may be.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier. Unless otherwise agreed in writing between the Customer and the Supplier any technical specifications in relation to Goods set out on the Supplier's website will apply to the Goods.
Supplier: Loco2 Heat Limited (registered in England and Wales with company number 08767326 whose registered office is at Pyramid House, 1 Tiverton Way, Tiverton Business Park, Tiverton, Devon, EX16 6TG).
Construction. In these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written includes faxes and e-mails.
2. BASIS OF CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 When shopping online via the Supplier’s website, after the Customer places an Order, the Customer will receive an e-mail from the Supplier acknowledging that the Supplier has received the Order. However, please note that this does not mean that the Order has been accepted.The Supplier will confirm acceptance of the Order by sending an e-mail to the Customer that confirms that the Goods have been dispatched, which shall constitute the written confirmation referred to in clause 2.3 above.
2.5 The Contract constitutes the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to its subject matter. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.6 Neither party shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
2.7 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
2.8 If the Supplier is unable to supply the Customer with any Goods, for example because the Goods are not in stock or no longer available or because of an error in the price on the Supplier’s website as referred to in clause 10.13, the Supplier will inform the Customer of this by e-mail and will not process the Order. If the Customer has already paid for the Goods, the Supplier will refund the full amount including any delivery costs charged as soon as possible.
2.9 The Customer must obtain and maintain all necessary licences and consents and comply with all relevant legislation insofar as such licences, consents and legislation relate to the Customer's use of the Goods.
3.1 The Goods are described on the Supplier's website (or in the Supplier’s catalogue as appropriate) as modified by any applicable Specification.
3.2 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's website, catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
3.3 The Supplier reserves the right to amend the [specification of the Goods OR Specification]:
(a) if required by any applicable statutory or regulatory requirements; or
(b) by the replacement of any Goods with alternative goods of an equivalent specification and standard.
4.1 The Supplier shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. Alternatively the Customer (or a carrier organised by the Customer) may, if agreed in advance with the Supplier, collect the Goods from the Supplier's premises during the Supplier's working hours of 8am to 4pm on weekdays (excluding public holidays).
4.3 Delivery of the Goods (Delivery) shall be completed on the Goods' arrival at the Delivery Location or when the Customer or a carrier organised by the Customer collects them from the Supplier.
4.4 The Customer shall notify the Supplier within 48 hours of Delivery if any Goods are missing. If no such notice is received by the Supplier, the Supplier shall have no liability in relation to any non-delivery of Goods unless the Customer can provide conclusive evidence as to non-delivery by the Supplier.
4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods 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.
4.6 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 provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7 If the Customer fails to accept delivery of the Goods within five Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.8 If 20 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.9 The Customer shall not be entitled to reject the Goods where the Goods are agreed to be delivered by one delivery if the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.
4.10 The Supplier may deliver the Goods by instalments, 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.
5. NO INTERNATIONAL DELIVERY
5.1 The Supplier does not deliver to addresses outside the UK.
5.2 The Customer may place an order for Goods from outside the UK, but this order must be for delivery to an address in the UK.(a) conform in all material respects with their description and any applicable Specification;
6.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods shall:
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by the Supplier.
6.2 Subject to clause 6.3, if
(a) the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. Where the Supplier opts to repair or replace the defective Goods the Supplier shall do so as soon as reasonably practicable, however, the Customer acknowledges that replacement Goods or components may not be held in stock and if the Supplier needs to order any such replacement Goods or components from its suppliers the time of delivery for such Goods or components will be outside of the Supplier’s control.
6.3 The Supplier shall not be liable for Goods' failure to comply with the warranty set out in clause 6.1 in any of the following events:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2;
(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(f) the Goods differ from their description or the Specification (if applicable) as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6.4 Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.
6.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
7. MANUFACTURER GUARANTEE
7.1 Some of the Goods sold by the Supplier come with a manufacturer's warranty for a period longer than the Supplier's 12 month warranty set out in clause 6.1. The Customer should refer to the terms and conditions of the manufacturer's warranty provided with the Goods (where applicable). In the event that the Customer wishes to rely on a manufacturer's warranty the Supplier will provide reasonable assistance to the Customer in liaising with the relevant manufacturer (and in particular will provide contact details for the manufacturer on request by the Customer), but the Supplier has no liability to the Customer in relation to any such warranty.
8.1Subject to the remaining provisions of this clause 8, the Customer may with the consent of the Supplier (which the Supplier may withhold in its absolute discretion) and at the Customer’s cost, return certain Goods within 28 days of delivery provided that such Goods are undamaged, in their original packaging, unopened and unused.
8.2The following Goods may not be returned:
(a) Bespoke or speciality items that have been adapted, tailored or made to the Customer's specifications, in accordance with the Specification or are clearly personalized;
(b) underground pipe, buffer tanks, heat interface units, flue and fittings
(c) any products which become mixed inseparably with other items after their delivery.
8.3 An administration and restocking fee (Restocking Fee) of 20% of the price of the Goods shall be payable in respect of the Goods returned. If the Customer has already paid for the Goods, following return of the Goods the Supplier will refund the price of the Goods less any Delivery Charges and the restocking Fee.
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 and 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; and
(b) 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 from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 11.2; and
(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
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; and
(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
9.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 11.2, then, without limiting any other right or remedy the Supplier may have:
(a) the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
(b) the Supplier may at any time:
(i) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(ii) 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.
10. PRICE AND PAYMENT
10.1 The price of the Goods 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 in force as at the date of delivery. The Supplier takes all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto its website system. However please see clause 10.13 for what happens if the Supplier discovers an error in the price of Goods ordered.
10.2 Prices for the Goods may change from time to time, but subject as set out below, changes will not affect any Order already placed.
10.3 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
10.4 The price of the Goods is exclusive of the costs and charges of packaging, insurance, transport and delivery (Delivery Charges) of the Goods, which shall be notified separately to the Customer and invoiced accordingly.
10.5 When ordering online via the Supplier’s website, the Supplier’s Delivery Charges are as advised to the Customer during the check-out process, before the Customer confirms its Order.
10.6 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods. When ordering online VAT will be advised to the Customer during the checkout process.
10.7 Payment for the Goods and all applicable Delivery Charges is in advance. Time of payment is of the essence. The Supplier will not charge the Customer’s debit card or credit card until it dispatches the Order.
10.8 When paying via the Supplier’s website, the Customer can only pay for Goods using a debit card or credit card. The Supplier accepts the following cards: Visa, Visa Electron, Mastercard, Maestro and JCB. Payment by credit card will incur a 2% surcharge.
10.9 Subject to clause 10.10 and notwithstanding clause 10.7, the Supplier may, in its sole discretion, offer credit terms to selected Customers. Any such credit terms shall only be valid when confirmed in writing by the Supplier. If credit terms are offered, the Supplier shall invoice the Customer on dispatch of the goods and (unless otherwise agreed in writing) the Customer shall pay all invoices in full and in cleared funds within 14 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.
10.10 The Supplier may carry out searches at credit reference and fraud prevention agencies for information on the Customer and in so doing the Supplier may provide current and previous names, addresses and dates of birth, of the Customer, and they may keep a record of any search that they do. The Customer consents to the Supplier obtaining and maintaining a record of such information from time to time. The Supplier will use the information provided to us by credit reference and fraud prevention agencies to help make credit or credit related decisions about the Customer and the Supplier may use scoring methods, which may be automated, to do this. The Supplier reserves the right to unilaterally vary any agreed credit terms if, in the reasonable opinion of the Supplier, there is a reduction of creditworthiness of the Customer.
10.11 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above National Westminster Bank PLC's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
10.12 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
10.13 The Supplier’s website contains a large number of Goods. It is always possible that, despite the Supplier’s reasonable efforts, some of the Goods on the website may be incorrectly priced. The Supplier will normally check prices as part of its dispatch procedures so that:
(a) if the Goods’ correct price is higher than the price stated on the Supplier’s website, the Supplier will contact the Customer as soon as possible to inform the Customer of this error and give the Customer the option of continuing to purchase the Goods at the correct price or cancelling the Order. The Supplier will not process the Order until the Supplier has your instructions. If the Supplier is unable to contact the Customer using the contact details provided during the order process, the Supplier will treat the order as cancelled and notify the Customer in writing. However, if the Supplier mistakenly accepts and processes the Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, the Supplier may cancel supply of the Goods and refund the Customer any sums paid
11.TERMINATION AND SUSPENSION
11.1 If the Customer becomes subject to any of the events listed in clause 11.2, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer.
11.2 For the purposes of clause 11.1, the relevant events are:
(a) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(d) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
(e) (being a company) the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;
(g) (being an individual) the Customer is the subject of a bankruptcy petition or order;
(h) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2(a) to clause 11.2(f) (inclusive);
(j) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
(k) the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(l) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
11.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 11.2(a) to clause 11.2(l), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
11.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.
11.5 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
11.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
12. LIMITATION OF LIABILITY
12.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
12.2 Subject to clause 12.1:
(a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.