WFL (UK) LIMITED CONSUMER TERMS OF SUPPLY
1.1 When the following words with capital letters are used in these Terms, this is what they will mean:
(a) Address: Your address as set out in the Order.
(b) Event Outside Our Control: is defined in clause 10.2;
(c) Products: the product that We are selling to You as set out in the Order;
(d) Maintenance Services: the services to be provided at Your Address as set out in clause 17
(e) Order: Your order for the Products and/or Services (which may be submitted verbally or in writing);
(f) Services: means i) the delivery of Products by Us (or a third party on Our behalf) to You; ii) making the Products available for collection by You; iii) Maintenance Services and/or any other services that We agree to provide to You as set out in an Order or contract;
(g) Automatic Delivery Service: We operate three different automatic delivery services: i) "Top-Up" where We top-up Your Tank in accordance with an agreed delivery cycle; ii) an estimated service where We top-up Your Tank ; and iii) Telemetry device, where Our electronic device measures the level of fuel in Your Tank (the provision of the Telemetry device is subject to separate terms and conditions and charges).
(h) Tank: the storage tank provided by You at the Address.
(i) Terms: the terms and conditions set out in this document; and
(j) We/Our/Us: WFL (UK) Limited (company number 00594001) with registered offices at The Broadgate Tower, Third Floor, 20 Primrose Street, London, EC2A 2RS or any of its trading names, brands or divisions.
(k) You/Your: the person that makes an Order
1.2 When We use the words "writing" or "written" in these Terms, this will include e-mail unless We say otherwise.
2. OUR CONTRACT WITH YOU
2.1 These are the terms and conditions on which We supply Products, or Services, or both Products and Services, to You.
2.2 Please ensure that You read these Terms carefully before submitting an order to Us. If You are submitting a written Order (by email or otherwise), please check that the Order is complete and accurate, before You submit it. If You think that there is a mistake, please contact Us to discuss.
2.3 When You submit the Order to Us, this does not mean We have accepted Your Order for Products and/or Services. Our acceptance of the Order will take place as described in clause 2.4. If We are unable to supply You with the Products and/or Services, We will inform You of this and We will not process the Order.
2.4 These Terms will become binding on You and Us when We inform You that We are able to provide You with the Services or the Products or when We leave Our depot to deliver the Products or commence provision of the Services (whichever is the earlier), at which point a contract will come into existence between You and Us.
2.5 If any of these Terms conflict with any term of the Order, the Order will take priority.
2.6 We may provide You with a quotation for Goods and/or Services verbally or in writing and a quotation is valid only on the same day as it is communicated to You provided that We do not withdraw it (which We are entitled to do at any time).
3. CHANGES TO ORDER OR TERMS
3.1 We may revise these Terms from time to time and the latest version of these Terms will appear on Our website at www.watsonfuels.co.uk/terms. Where We provide you with Products or Services other than Contract Maintenance Services or in accordance with the monthly payment scheme, We shall not be required to give you notice of changes to these Terms, as You have an opportunity to review these Terms before each Order is placed.
3.2 If We have agreed to provide You with Contract Maintenance Services (as defined in clause 17) or if We accept You on the monthly payment scheme (in accordance with clause 18) We may revise these Terms so that the changes take effect at the beginning of the next relevant Contract Term (in the case of Contract Maintenance Services) or next 12 month period in the case of the monthly payment scheme. In addition, We may revise these Terms from time to time during the current Contract Term (in the case of Contract Maintenance Services) and during the current 12 month period in the case of the monthly payment scheme in the following circumstances:
(a) changes in how We accept payment from You; and
(b) changes in relevant laws and regulatory requirements.
3.3 If We revise these Terms under clause 3.2, We will give You at least one month's written notice of any changes to these Terms before they take effect. You can choose to cancel the contract in accordance with clause 11.3(c).
3.4 You may make a change to the Order for Products and/or Services at any time before We despatch the Products or the start date for the Services by contacting Us. Where this means a change in the total price of the Products and/or Services, We will notify You of the amended price. You can choose to cancel the Order in accordance with clause 11 in these circumstances.
3.5 If You wish to cancel an Order before it has been fulfilled, please see Your right to do so in clause 11.
4. DELIVERY OF PRODUCTS
4.1 Occasionally Our delivery to You may be affected by an Event Outside Our Control. See clause 10 for Our responsibilities when this happens. Please note that the sale of Products is subject to considerable seasonal fluctuations in demand, particularly in the winter months when demand increases and driving conditions can also be poor. Please take this into account, order in good time and allow extra time for deliveries.
4.2 If You have asked to collect the Products from Our premises, You can collect the Products from Us at any time as may be agreed with Us.
4.3 Delivery of Product shall be completed when it passes the inlet into Your Tank (for Product delivered in bulk) or when Product is off-loaded from the delivery vehicle when We deliver Products to the Address or when Products are collected by You (for packaged Product).
4.4 We will record the quantity of Product delivered to You and Our records will be conclusive proof as to the date of delivery and the volume and type of Product delivered unless You have evidence to the contrary. If You believe that Our record is incorrect then You must notify Us in writing providing full details as soon as reasonably possible.
4.5 If no one is available at Your Address to take delivery, We will deliver Product where it is possible for Us to access Your Tank and You agree that We shall be entitled to access Your Address for this purpose.
4.6 If We are not able to deliver the whole of the Order at one time due to operational reasons, We may deliver the Order in instalments. We will not charge You extra delivery costs for this. Each instalment shall constitute a separate contract governed by these Terms. If We are late delivering an instalment or one instalment is faulty, that will not entitle You to cancel any other instalment.
4.7 The Products will be Your responsibility from completion of delivery or from when You collect the Products from Us (as applicable).
4.8 You own the Products once We have received payment in full.
4.9 You must ensure that access is clear and available for Our delivery vehicles to reach the Address and access the Tank safely. Please note that Our delivery vehicles are larger and heavier than cars. You must notify Us of any issues relating to the safety or suitability of the Tank before We commence delivery. Please note that there are health and safety issues inherent in receiving and storing Products which are flammable and can be dangerous if handled incorrectly and accordingly You must act with all due care and caution in relation to the Products and receipt of the Services. It is a condition of sale of Products that You will not permit smoking or naked lights nor electric or gas fires or radiators near to a Tank or inlet pipe into which the delivery of Product is being made or a vent pipe connected to such Tank. Where We supply Product which is not in accordance with an Automatic Delivery Service, You shall ensure that there is sufficient storage capacity in Your Tank for the quantity of Products ordered. At the time of delivery, You must indicate to Us the correct fill point on Your Tank and please note that We are not responsible for dipping, checking or testing Your Tanks. If You have any issues regarding the safety or suitability of Your Tank, You must tell Us before We commence delivery.
4.10 If We are unable to deliver the ordered volume of Products for any reason (for example, if We are unable to safely access Your Tank) and You have paid in advance, We will refund a sum to You to reflect the actual volume of Product delivered. If We are unable to deliver the ordered volume of Products because of Your act or omission (for example, there being insufficient storage capacity in Your Tank), We reserve the right to charge You a failed delivery charge which shall be a reasonable amount taking into account Our costs of attempting to deliver Product.
5. SELLER'S WARRANTIES
5.1 We warrant that on delivery and for a reasonable period of time (being not less than 6 months from delivery in the case of gasoil and diesel and 12 months from delivery for all other Products), the Products shall: i) be of satisfactory quality; ii) conform with any description or specification We may have provided to You; iii) be fit for the purpose for which they are intended. However, this warranty does not apply where any defect in the Products arises from wilful damage, failure to follow instructions as to use and storage of the Product, accident, negligence by You or any third party or if You alter or modify the Products. Additionally We warrant that the Services shall be provided with reasonable care and skill
5.2 As a consumer, You have legal rights in relation to Products that are faulty or not as described. Advice about Your legal rights is available from Your local Citizens' Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights These warranties are in addition to Your legal rights in relation to the Products that are faulty or not as described.
6. PROVIDING SERVICES
6.1 Dates for the supply of the Services are estimates. We will make every effort to complete the Services on time. However, there may be delays due to an Event Outside Our Control. See clause 10 for Our responsibilities when an Event Outside Our Control happens.
6.2 We will not be liable for any delay or non-performance where You have not provided Us with access to the Address. If you do not provide us with access to the Address we may suspend the Services and We reserve the right to charge You a call out fee. If We suspend the Services under this clause 6.2, You do not have to pay for the Services while they are suspended, but this does not affect Your obligation to pay for any invoices We have already sent You.
6.3 If You do not pay Us for the Services when You are supposed to as set out in clause 8, We may suspend the Services with immediate effect until You have paid Us the outstanding amounts (except where You dispute an invoice under clause 8.6). We will contact You to tell You this. This does not affect Our right to charge You interest under clause 8.5.
7. IF THERE IS A PROBLEM WITH THE SERVICES OR PRODUCT
7.1 In the unlikely event that there is any defect with the Services or Products:
(a) please contact Us and tell Us as soon as reasonably possible;
(b) please give Us a reasonable opportunity to investigate the defect; and
(c) We will use every effort to repair or fix the defect as soon as reasonably practicable or to replace the defective Products (as appropriate).
You will not have to pay for Us to repair or fix a defect with the Services or Products under this clause 7.1.
8. PRICE AND PAYMENT
8.1 The price of the Services will be the price notified to You (either verbally or in writing) at the time We confirm Your Order. If no price is notified to You at that time, then the price of the Products will be the price ruling on the date of delivery.
8.2 Our prices include VAT. However, if the rate of VAT changes between the date of the Order and the date of delivery or performance, We will adjust the rate of VAT that You pay, unless You have already paid for the Products and/or Services in full before the change in the rate of VAT takes effect. We will also usually quote you a VAT exclusive unit price to aid comparison with other suppliers.
8.3 The prices for the Products include delivery costs unless otherwise stated.
8.4 Unless We accept You on Our monthly payment scheme or You are ordering maintenance services, You must make payment in advance by credit or debit card at the time of Order.
8.5 If You do not make any payment due to Us by the due date for payment, We may charge interest to You on the overdue amount at the rate of 3% a year above the base lending rate of the Bank of England from time to time or statutory interest (whichever is higher). This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay Us interest together with any overdue amount.
8.6 However, if You dispute an invoice in good faith and contact Us to let Us know promptly after You have received an invoice that You dispute it, clause 8.5 will not apply for the period of the dispute.
8.7 We may charge You a reasonable card processing fee where You choose to pay by debit or credit card to cover the costs and fees We incur with the debit or credit card companies. Any debit or credit card charge will be made clear before You make payment.
9. OUR LIABILITY TO YOU
9.1 If We fail to comply with these Terms, We are responsible for loss or damage You suffer that is a foreseeable result of Our breach of the Terms or Our negligence, but We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of Our breach or if they were contemplated by You and Us at the time We entered into this contract.
9.2 If We are delivering the Products and/or providing Services at Your Address, We will make good any damage to Your property caused by Us in the course of such delivery or performance. However, We are not responsible for the cost of repairing any pre-existing faults or damage to Your Address that We discover in the course of delivery and/or performance by Us.
9.3 We only supply the Products and/or Services for domestic and private use. You agree not to use the Products and/or Services for any commercial, business or re-sale purpose, and We have no liability to You for any loss of profit, loss of business, business interruption, or loss of business opportunity.
9.4 We do not exclude or limit in any way Our liability for:
(a) death or personal injury caused by Our negligence or the negligence of Our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Products Act 1979 and by section 2 of the Supply of Products and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by sections 13, 14 and 15 of the Sale of Products Act 1979 and sections 3, 4 and 5 of the Supply of Products and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples); and
(e) defective products under the Consumer Protection Act 1987.
10. EVENTS OUTSIDE OUR CONTROL
10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under these Terms that is caused by an Event Outside Our Control.
10.2 An Event Outside Our Control means any act or event beyond Our reasonable control, including without limitation strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, adverse weather causing dangerous driving conditions for Our vehicles, inability to obtain product, equipment or transportation or failure of public or private telecommunications networks.
10.3 If an Event Outside Our Control takes place that affects the performance of Our obligations under these Terms:
(a) We will contact You as soon as reasonably possible to notify You; and
(b) Our obligations under these Terms will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects Our delivery of Products to You, We will arrange a new delivery date with You after the Event Outside Our Control is over. Where the Event Outside Our Control affects Our performance of Services to You, We will restart the Services as soon as reasonably possible after the Event Outside Our Control is over.
10.4 You may cancel the contract if an Event Outside Our Control takes place and You no longer wish Us to provide the Products and/or Services. Please see Your cancellation rights under clause 11. We will only cancel the contract if the Event Outside Our Control continues for longer than 2 weeks in accordance with Our cancellation rights in clause 11.
11. YOUR RIGHTS TO CANCEL AND APPLICABLE REFUND
11.1 Before We begin to provide the Services or the Products are delivered, You have the following rights to cancel an Order for Products and/or Services, including where You choose to cancel because We are affected by an Event Outside Our Control or We change these Terms under clause 3.2to Your material disadvantage:
(a) You may cancel any Order for Products and/or Services at any time before Our vehicle leaves Our depot or the start date for the Services by contacting Us.
(b) If You cancel an Order under clause 11.1(a) and You have made any payment in advance for Services that have not been provided to You, or Products that have not been delivered to You, We will refund these amounts to You.
(c) However, if You cancel an Order for Services under clause 11.1(a) and We have already commenced provision of Services, You will pay Us any costs We reasonably incurred in providing Services, and this charge will be deducted from any refund that is due to You or, if no refund is due to You, invoiced to You. We will tell You what these costs are when You contact Us. However, where You have cancelled an Order because of Our failure to comply with these Terms (except where We have been affected by an Event Outside Our Control), You do not have to make any payment to Us.
(d) You may cancel any Order for Products at any time before We commence delivery of the Product into Your Tank but if Your cancellation is received after Our vehicle has already left Our depot, We may have to charge You the cost of delivery.
11.2 Once We have begun to provide the Services to You, You may cancel the contract for the Services at any time by providing Us with at least 30 calendar days' notice in writing. Any advance payment You have made for Services that have not been provided will be refunded to You.
11.3 Once We have begun to provide the Services to You, You may cancel the contract for Services with immediate effect by giving Us written notice if:
(a) We break this contract in any material way and We do not correct or fix the situation within 14 days of You asking Us to in writing;
(b) We go into liquidation or a receiver or an administrator is appointed over Our assets;
(c) We change these Terms under clause 3.2 to Your material disadvantage;
(d) We are affected by an Event Outside Our Control.
12. OUR RIGHTS TO CANCEL AND APPLICABLE REFUND
12.1 If We have to cancel an Order for Products and/or Services before the Services start or the Products are delivered:
(a) We may have to cancel an Order before the start date for the Services or before the Products are delivered, due to an Event Outside Our Control or the unavailability of fuel or (in the case of Services) key personnel or key materials without which We cannot provide the Services. We will promptly contact You if this happens.
(b) If We have to cancel an Order under clause 12.1(a) and You have made any payment in advance for Services that have not been provided to You, or Products that have not been delivered to You, We will refund these amounts to You.
(c) Where We have already started work on Your Order for Services by the time We have to cancel under clause 12.1(a), We will not charge You anything and You will not have to make any payment to Us.
12.2 Once We have begun to provide the Services to You, We may cancel the contract for the Services at any time by providing You with at least 30 calendar days' notice in writing. If You have made any payment in advance for Services that have not been provided to You, We will refund these amounts to You.
12.3 We may cancel the contract for Services at any time with immediate effect by giving You written notice if:
(a) You do not pay Us when You are supposed to as set out in clause 8 or clause 17 (as applicable). This does not affect Our right to charge You interest under clause 8.5; or
(b) You break the contract in any other material way and You do not correct or fix the situation within 14 days of Us asking You to in writing.
13. INFORMATION ABOUT US AND HOW TO CONTACT US
13.1 We are a company registered in England and Wales. Our company registration number is 00594001. Our registered office is at The Broadgate Tower, Third Floor, 20 Primrose Street, London, EC2A 2RS. Our registered VAT number is 195 0460 59.
13.2 If You have any questions or if You have any complaints, please contact Us. You can contact Us by telephoning Our customer service team at 01666 510345 or by e-mailing Us at firstname.lastname@example.org.
13.3 If You wish to contact Us in writing, or if any clause in these Terms requires You to give Us notice in writing (for example, to cancel the contract), You can send this to Us by e-mail, by hand, or by pre-paid post to WFL (UK) Limited at Lindum House, Causeway End, Brinkworth, Chippenham, Wiltshire SN15 5DN or email@example.com. We will confirm receipt of this by contacting You in writing. If We have to contact You or give You notice in writing, We will do so by e-mail, by hand, or by pre-paid post to the address You provide to Us in the Order.
14. HOW WE MAY USE YOUR PERSONAL INFORMATION
14.1 We will use the personal information You provide to Us to:
(a) provide the Products and/or Services;
(b) process Your payment for such Products and/or Services; and
(c) inform You about similar products or services that We provide, but You may stop receiving communications about these Products and/or Services at any time by contacting Us.
14.2 You agree that We may do the following in order to check your credit status, check your identity, prevent fraud, prevent money laundering and for account management purposes:
(a) share Your personal information with credit reference agencies and credit insurance providers in order to check your credit status and identity (and they may keep a record of any search that we or they do).
(b) check on Your personal information including publicly available information such as the electoral role and public asset registers.
14.3 We will not give Your personal data to any other third party except as described above.
14.4 In using Your personal information as permitted by this clause 14, we may transfer it outside the European Economic Area provided it is always covered by adequate data protection standards.
15. OTHER IMPORTANT TERMS
15.1 We may transfer Our rights and obligations under these Terms to another organisation, and We will always notify You in writing if this happens, but this will not affect Your rights or Our obligations under these Terms.
15.2 You may only transfer Your rights or Your obligations under these Terms to another person if We agree in writing.
15.3 This contract is between You and Us. No other person shall have any rights to enforce any of its terms.
15.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
15.5 If We fail to insist that You perform any of Your obligations under these Terms, or if We do not enforce Our rights against You, or if We delay in doing so, that will not mean that We have waived Our rights against You and will not mean that You do not have to comply with those obligations. If We do waive a default by You, We will only do so in writing, and that will not mean that We will automatically waive any later default by You.
15.6 These Terms are governed by English law. You and We both agree to submit to the non-exclusive jurisdiction of the English courts. However, if You are a resident of Northern Ireland You may also bring proceedings in Northern Ireland, and if You are a resident of Scotland, You may also bring proceedings in Scotland.
16. AUTOMATIC DELIVERY SERVICE
16.1 If We have agreed to provide You with Our Automatic Delivery Service and We estimate that You require Product, We shall schedule a delivery of Product to You.
16.2 Please note that, using Your selected method of Automatic Delivery Service, whilst We use Our best efforts to ensure that You do not run out of Product, We cannot guarantee that this will not happen (particularly during times of high usage or during adverse weather events) and You should regularly check the fuel level in Your Tank and contact Us if You believe that You are likely to run out of Product.
16.3 If You run out of Product or think that You are likely to run out of Product, please contact Us as soon as possible.
17. MAINTENANCE SERVICES
17.1 When the following words with capital letters are used in this clause 17, this is what they will mean:
Application: Your service plan application form.
Boiler: the boiler at your Address, including any controls or thermostats, as described in the Application.
Contract Maintenance Services: the Gold, Silver or Bronze services as selected by You, and as described, in the Application and any Emergency Repairs requested by you.
Contract Term: the 12 month period starting with date on which We confirm that your Maintenance Services will commence and any subsequent renewal term in accordance with clause 17.3
Emergency Repair: a repair to your Boiler which We carry out following an emergency call- out
Maintenance Charges: the charges for Non-Contract Maintenance Services including Emergency Repairs.
Maintenance Contract Charges: the charges for Contract Maintenance Services excluding Emergency Repairs.
Maintenance Contract: Our obligation to provide Contract Maintenance Services to You and Your obligation to pay the Maintenance Contract Charges as set out in this clause 17.
Maintenance Services: the Contract Maintenance Services, the Non-Contract Maintenance Services and Emergency Repairs.
Non-Contract Maintenance Services: repairs or servicing of your Boiler which We carry out at Your request where you do not have a Maintenance Contract including Emergency Repairs.
17.2 We will provide the Contract Maintenance Services during the Contract Term which shall include Emergency Repairs conducted on request and in accordance with clause 17.7. If You do not have a Maintenance Contract, You may request that We provide Non-Contract Maintenance Services to You.
17.3 At the end of each Contract Term, the Maintenance Contract shall automatically renew for a further 12 month period unless either You or We give one months notice to cancel the Maintenance Contract such notice to expire at the end of the relevant Contract Term.
17.4 Subject to our acceptance of your Application (which We may accept or reject in our sole discretion) We will provide Contract Maintenance Services if:
(a) Your Boiler is a standard domestic boiler, with Rated Output of less than 150,000 BTUs, is under 12 years old and has been correctly installed and maintained, complies with applicable laws and regulations and has not been modified (except in accordance with the manufacturer's instructions;
(b) on the first visit of Our engineer, the Boiler is found to be such that it can be maintained satisfactorily in accordance with the Maintenance Contract and manufacturer's recommendations;
(c) Your use of the Boiler complies with applicable laws and regulations;
(d) that no part of the Boiler is tampered with or interfered with by any person since Our engineer's previous visit;
(e) it is safe for Our personnel to access Your Address and the Boiler and You allow them access and permit them to do so;
(f) We are able to obtain spare parts for your Boiler on reasonable commercial terms.
17.5 Maintenance Service visits will be made by appointment and undertaken during Our normal working hours between Monday and Friday, excluding bank holidays. We will use Our reasonable efforts to perform the Maintenance Services on the appointment date.
17.6 We may cancel the Maintenance Contract at any time with immediate effect in accordance with clause 12.3.
17.7 If Your Boiler breaks down then You may request that We conduct an Emergency Repair. Where you have a Maintenance Contract, We will agree a time and date on which Our engineer will attempt the Emergency Repair and We will endeavour for this to be within 48 hours or as soon as reasonably practicable within Our normal working hours as stated above (which shall extend to Saturday mornings from 1st October to 30th April for Emergency Repairs). Where you do not have a Maintenance Contract, the appointment time will be subject to availability. We shall use Our reasonable efforts to repair the defect at that time but if We are unable to do so, or if parts are required, We will arrange for appropriate additional visits, as appropriate. Emergency Repairs (parts and labour) are provided free of charge for customers on Gold Maintenance Contracts, customers on Silver Maintenance Contracts will be charged for the cost of parts but not labour and customers on Bronze Maintenance Contracts or with no Maintenance Contract will be charged parts and labour. All Emergency Repair charges will be in accordance with Our then current price list and We may charge an emergency delivery charge for parts.
17.8 For Maintenance Contract customers, You agree to pay the Maintenance Contract Charges either in advance or monthly by direct debit, as set out in the Application. New Maintenance Service customers will be charged for any repairs required on Our first visit, irrespective of which Maintenance Contract they have selected. Charges for Emergency Repairs and Non-Contract Maintenance Services will be paid within 10 days of the date of Our invoice.
17.9 Whilst Our engineers will endeavour to take care not to damage your property during the performance of the Maintenance Services, you acknowledge the risk that damage could be caused and as such you agree that We will not be liable for any damage caused unless it is due to Our negligence.
18. MONTHLY PAYMENT SCHEME
18.1 The monthly payment scheme enables You to pay a Monthly Payment for the supply of Product for a 12 month period.
18.2 Based on information You provide to Us and any previous usage information We have for You, We will estimate Your likely annual usage of Product. We will multiply this figure by an estimated unit price and this estimated annual charge is then divided by 12 which produces the 'Monthly Payment' by direct debit.
18.3 We will deduct the Monthly Payment each month by direct debit. Whenever We deliver Product We will provide an invoice showing you the price charged. Every three months We will send You a quarterly statement, giving You details of invoices for Product delivered and Monthly Payments made. At the end of the 12 month period, We will send You a year end statement, giving You details of invoices for Product delivered and the Monthly Payments made. If there is a balance to pay, You will make such payment within 30 days unless You choose another payment option offered to You. If Your account is in credit, the balance will remain in Your account to be used against future purchases of Product. You may request a full or partial refund of any credit balance on Your account at any time following receipt of which We will arrange for a refund payment to be made to the bank account from which Your direct debits are paid. Following such request, We may review Your account to ensure that Your ongoing Monthly Payment is appropriate to Your anticipated usage and will notify You if any changes are necessary.
18.4 If Your usage of Product or the estimated unit price of the Product is greater than anticipated, We may revise the amount of Your Monthly Payment or request additional payments to reconcile Your account at any time.
18.5 If a Monthly Payment is missed, if the direct debit is cancelled or if You do not make any additional payments requested by Us in accordance with clause 18.4, We shall be entitled to terminate the monthly payment scheme arrangement at which point the balance of Your account shall become immediately payable by You.
18.6 If Your account is in credit and if We calculate that the credit balance is more than is needed to support Your expected usage for the remainder of the 12 month period We may (in our sole discretion) refund an appropriate amount directly to the bank account from which Your direct debits are paid. We will inform You in writing once any such refund payment is made and it will appear on Your quarterly and annual statements.
18.7 We currently pay interest on credit balances. We reserve the right to vary the applicable interest rate on giving You not less than 30 days written notice.
WFL (UK) LIMITED - GENERAL TERMS AND CONDITIONS OF SALE FOR LAND FUELS, LUBRICANTS AND OTHER PRODUCTS TO COMMERCIAL PARTIES
THESE CONDITIONS CONTAIN EXCLUSION AND LIMITATION CLAUSES
1.1 In these Conditions, the following definitions apply:
“Automatic Delivery Services” means one of the three different automatic delivery services: i) “Top-Up” where the Seller tops-up the Storage in accordance with an agreed delivery cycle; ii) an estimated service where the Seller tops-upthe Storage; and iii) a telemetry device where the Seller's electronic device measures the level of Product in the Storage (the provision of the device is subject to separate terms and conditions and charges).
“Conditions” means these General Terms and Conditions of Sale which shall apply to all sales of Product by the Seller.
“Contract” means a contract between the Seller and the Customer for the sale and purchase of Product in accordance with these Conditions.
“Customer” means a person or party purchasing the Product from the Seller.
“Delivery Point” means the coupling between the Seller’s road vehicle or the delivery arm coupling at the applicable loading terminal and the inlet into the Storage tank, road vehicle, container or vehicle tank provided by the Customer.
"Force Majeure Event” has the meaning in clause 12.
“Law” includes any law, statute, directive, regulation, code of conduct, rule of court or delegated or subordinate legislation or other instrument having the force of law and “Laws” shall have a corresponding meaning.
“Order” means any order placed by the Customer for the Product (such orders may be placed verbally or in writing).
“Premises” means any premises designated by the Customer for delivery of Product including (without limitation) any premises belonging to any third party.
“Price” means the price for the Product as described in Clause 4.
“Product” means any product which is sold by the Seller and purchased by the Customer.
“Sale Confirmation” means any documentation which may be issued by the Seller to record the specific terms of Product supplied pursuant to an Order.
“Seller” meansWFL (UK) Limited (company number 00594001) with registered offices at The Broadgate Tower, Third Floor, 20 Primrose Street, London, EC2A 2RS or any of its trading names, brands or divisions.
“Storage” means any storage tank provided by the Customer at any designated premises.
“Tax” means all taxes except for the Seller’s taxes based on income.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality.
1.3 A reference to a party includes its personal representatives, successors or permitted assigns.
1.4 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 statue or statutory provision, as amended or re-enacted.
1.5 A reference to written or writing includes fax and email unless otherwise stated.
2. BASIS OF SALE
2.1 The Seller shall sell and the Customer shall purchase all Product in accordance with the Contract and these Conditions (including any applicable Sales Confirmation) 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. In the event of any inconsistency between these Conditions and any Sale Confirmation, the Sale Confirmation shall prevail.
3. ORDERS AND SPECIFICATIONS
3.1 Any Order shall constitute an offer by the Customer to purchase the Products in accordance with these Conditions.
3.2 The Customer is responsible for ensuring that the terms of an Order and any related Sales Confirmation are complete and accurate.
3.3 Once accepted by the Seller, no Order may be altered or cancelled without the written agreement of the Seller, any such agreement to be on condition that the Customer indemnify and hold the Seller harmless from all loss or damage (including the cost of all labour, materials and transport) resulting from such alteration or cancellation.
3.4 If the Seller agrees to provide the Customer with the Automatic Delivery Service, the Customer shall place an Order on that basis. When the Seller estimates that the Customer requires Product, the Seller shall schedule a delivery of Product to the Customer.
3.5 The Seller shall use its reasonable endeavours to ensure that Customers on the Automatic Delivery Service do not run out of Product however the Customer acknowledges that the Seller cannot guarantee that this will not happen (particularly during times of high usage or during adverse weather events). The Seller's estimates are based on either: i) the Seller’s understanding as to the Storage capacity, historic Product usage and weather patterns; ii) any agreed delivery cycle; or iii) the information provided by the telemetry device (if any). The Customer shall notify the Seller if there is or there is likely to be a material change in those matters set out in i) above. The Customer acknowledges that it should, and agrees that it shall, regularly check the fuel level in the Storage and shall contact the Seller if it runs out of Product or believes that it is likely to run out of Product.
4. PRICE OF THE PRODUCT
4.1 In the absence of any Price stated at the time of Order or in any Sale Confirmation, the Price shall be that ruling at the date of despatch, but the Seller may vary the Price at any time before delivery, by oral or written notice to the Customer, so that the Price reflects any cost increase due to any factor beyond the control of the Seller, or any delay caused by the Customer in giving the Seller adequate information or instructions. The Customer acknowledges that the Seller’s ability to vary the Price in this way is reasonable as the Products are commodity products and as such are subject to considerable fluctuation over short timescales.
4.2 The Price is inclusive of any applicable customs duty and costs and charges of transport, but exclusive of any other Tax on the Product which shall be calculated at the date and time of each delivery of Product and be paid to the Seller by the Customer in addition to the Price.
4.3 Unless otherwise agreed, any quantity received by the Customer in excess of the Contract quantity will be priced at the prevailing market price on the date of receipt.
4.4 A quotation for the Products given by the Seller shall not constitute an offer. Quotations are valid until the end of the day on which the quotation is given.
4.5 The Seller may charge the Customer a reasonable card processing fee where the Customer chooses to pay by debit or credit card to cover the costs and fees the Seller incurs with the debit or credit card companies. Any debit or credit card charge will be made clear before the Customer makes payment by debit or credit card.
4.6 The Seller may charge the Customer a failed delivery charge if it is unable to complete a delivery of ordered Products due to the Customer’s default (which shall include, without limitation, a breach of clause 7). The failed delivery charge shall be a reasonable amount taking into account the cost to the Seller in attempting to deliver the Product.
4.7 The Seller’s failure to add Tax, assessment, fee or other charge to any invoice shall not relieve the Customer from liability therefor.
4.8 The Customer shall provide the Seller with any documentation, including, but not limited to, registrations, exemptions, certifications, claims, refunds, declarations or otherwise, in a form and format, and on or before whatever due date that the Seller shall request, to satisfy the Seller’s requirements in connection with any Tax, assessment, fee and/or other charge.
4.9 The Customer’s failure to provide the Seller with such requested documentation will result in the inclusion of all appropriate taxes of whatever nature and fees arising at any point in time on applicable invoices and the recovery of any imposed Taxes and fees will be the responsibility of the Customer. The Customer shall indemnify and hold the Seller harmless for any damages, claims, liability or expense that the Seller may incur due to the Customer’s failure to comply with the requirement in clause 4.8. Furthermore, the Customer agrees to cooperate and execute any document reasonably requested by the Seller to the extent necessary to further the intent of Clauses 4.7 to 4.9 (inclusive) or to recover any amounts improperly paid to any governmental authority or other agency.
5. TERMS OF PAYMENT
5.1 The Seller may invoice the Customer once delivery of the Product has been tendered, or the Seller has given the Customer oral or written notice that the Product is ready for collection (‘Delivery’). The Customer shall pay the Price and the Seller shall be entitled to recover the Price notwithstanding that physical delivery may not have taken place and/or title to the Product has not passed to the Customer. The time of payment of the Price shall be of the essence of the contract, and the Customer shall not be entitled to withhold payment of any sums due by invoking any right of set-off or counterclaim.
5.2 The Customer shall pay the invoice in full and in cleared funds within 21 days of Delivery, or as otherwise agreed. Payment shall be by direct debit, unless otherwise agreed, and if the payment date falls on a bank holiday, collection will be made on the first prior available banking day.
5.3 If the Customer fails to make payment due to the Seller under the Contract by the due date, then the Seller reserves the right to:
5.3.1 claim interest and costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;
5.3.2 cancel or suspend the Contract (and any other Contracts the Seller has with the Customer); and/or
5.3.3 without notice suspend or cancel delivery of Products under the Contract or any other Contract the Seller has with the Customer until the outstanding amounts are paid.
5.4 The Customer consents (and confirms that all relevant directors, employees and partners consent) to the Seller obtaining such credit reference searches and other information relating to the Customer's credit status as the Seller may require from time to time. In using personal information relating to all relevant directors, employees and partners as permitted by this clause 5.4, the Customer acknowledges that the Seller may transfer it outside the European Economic Area provided it is always covered by adequate data protection standards.
6.1 The Seller will use its reasonable endeavours to deliver or procure the delivery of the Product to the Customer. Where delivery is to be made other than to the Customer, the Customer will nevertheless remain responsible to the Seller for payment of the Price.
6.2 Any Product delivery date or time quoted is approximate only and dates and times for delivery shall not be of the essence and may not be made of the essence. The Seller may deliver Product in advance of the quoted delivery date upon giving reasonable oral or written notice to the Customer. The Customer acknowledges that the sale of Products is subject to considerable seasonal fluctuations in demand, particularly in the winter months when demand increases and driving conditions can also be poor. The Customer is advised to take this into account, to order in good time and allow extra time for deliveries.
6.3 The Seller shall be entitled without notice to the Customer to vary the amount of the Product delivered by an operational tolerance up to ten per cent (10%). Any variation exceeding ten per cent (10%) will only be made with the prior approval of the Customer.
6.4 If the Seller fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement products of a similar description and quality in the cheapest market, less the price of the Products. The Seller shall not be liable for any delay in delivery of Product that is caused by a Force Majeure Event, the Customer’s failure to provide the Seller with adequate delivery instructions or the delivery facilities set out in clause 7 or the suspension or cancellation of deliveries in accordance with clause 5.3.3 or 15.3.
6.5 Delivery of Product shall be completed when it passes the Delivery Point, or when Product is off-loaded from the delivery vehicle or when Products are collected by the Customer (whichever is applicable).
6.6 If no one is available at the Premises to take delivery, the Seller will deliver Product where it is possible for the Seller to access the Storage and the Customer agrees that the Seller shall be entitled to access the Premises for this purpose.
7. DELIVERY FACILITIES
7.1 In relation to each delivery of Products the Customer shall:
7.1.1 Ensure that all necessary arrangements are put in place for the safe acceptance of each delivery. This will include (without limitation) providing adequate and appropriate equipment for accepting delivery, ensuring delivery and storage access is clear and available for the Seller’s delivery vehicles and ensuring that sufficient storage capacity is available, is safe and suitable for the Products, is clearly marked with product name (grade), safe working capacity and identification number, is provided with a safe means to check volume in tank before and during delivery and complies with any and all applicable laws and regulations;
7.1.2 In relation to motor spirit the Customer shall be responsible for ensuring that it is properly licensed by the appropriate local authority to store motor spirit; ensure that the connecting hose is properly and securely connected to the filling point; and observe all the conditions of the Petroleum Spirit Storage Licence (if any) and not allow any smoking, naked lights, fires, stoves or heating appliance of any description in the vicinity of the storage and the fill dip and vent pipes connected to it;
7.1.3 Inspect the Products to ensure that they conform to the Contract and make an authorised representative available to sign a delivery note (or equivalent documentation provided by the Seller) to confirm the Products are as ordered;
7.1.4 Notify the Seller of any concerns regarding the safety or suitability of the Storage before the Seller commences delivery (ensuring that any out of service equipment is clearly marked and isolated);
7.1.5 At all times act sensibly and with all due care and caution in relation to the Products, acknowledging that there are health and safety issues inherent in receiving and storing the Products, which if handed incorrectly can be dangerous. Where the Customer collects the Products from the Seller then the Customer shall comply with the Seller’s policies and procedures regarding access to, and conduct at, the Seller’s premises; and
7.1.6 where the Carriage of Dangerous Goods and Use of Transportable Equipment Regulations 2009/134B and/or any regulations amending or replacing the same apply, ensure that such regulations are complied with before and during delivery.
7.2 Where the Seller is delivering highly flammable Products or other similar products to the Customer, it is important (for the Customer’s safety and for the safety of the Seller’s staff making the deliveries) that the Customer is aware of and complies with any and all applicable laws and regulations in relation to the health and safety risks associated with such products. The Customer must raise any concerns as to the obligations referred to above with the health and safety department at the relevant local council who should provide further information. If the Seller believes that it would be unsafe to make a delivery of Products to the Customer then it may suspend the relevant delivery unless or until it is satisfied (acting reasonably) that it would be safe for it to proceed.
7.3 Where the Customer or its agent collects the Product, the Customer will ensure: that the road vehicles or railway carriages which make any such collection are in full and proper repair and comply in all respects with all applicable Laws; and that the drivers or other personnel operating such road vehicles or railway carriages are fully competent to carry out any task assigned to them;
7.4 Where the Customer or its agent collects the Product, the Customer agrees to abide by the terms and conditions of any applicable loading agreements between the Seller and the third party terminal operator and any rules and regulations effective at such terminal.
8.1 The measurements provided by the Seller (either as evidenced by meter measurement or the bill of lading, as appropriate) with regard to quantities, quality and specification shall be conclusive for all purposes, save in the case of fraud or manifest error.
9. RISK AND TITLE
9.1 The risk in the Products (including, but not limited to, risk of contamination) shall pass to the Customer on completion of delivery in accordance with clause 6.5 except where the Customer fails to accept delivery of any of the Product in which case risk shall pass when the Products arrive at the Premises and risk shall only transfer back to the Seller where the Seller agrees in writing to accept the risk.
9.2 Notwithstanding delivery and the passing risk in the Product, title to any Product shall not transfer to the Customer until the earlier of:
9.2.1 the Customer’s sale of Products, in which case title in those Products shall pass to the Customer at the time specified in clause 9.4; or
9.2.2 the Seller has received payment (in cleared funds) in full in respect of such Products and all other sums which are or which become due to the Seller from the Customer for sales of Products in which case title to such Products shall pass at the time of payment of all such sums.
9.3 Until such time as title to the Product transfers to the Customer, the Customer shall:
9.3.1 hold the Product (or an equivalent quantity of commingled product of the same type) on behalf of the Seller as the fiduciary agent and bailee of the Seller;
9.3.2 shall keep the Product properly stored and protected;
9.3.3 only commingle or mix the Products with products of the same type;
9.3.4 maintain the Product in satisfactory condition and insured against all risks for their full price from the date of delivery;
9.3.5 notify the Seller immediately if it becomes subject to any of the events listed in clause 15.2.
9.3.6 shall indemnify the Seller against any loss or damage and against all liability arising out of any actions, claims, demands or proceedings brought by any employee, agent, contractor or representative of the Seller, or by any third party, with respect to the Product while it is in the Customer’s possession.
9.4 Notwithstanding and without prejudice to sub-clause 9.3 above, the Customer may remove the Product from storage for use or resale in the normal course of its business or in case of emergency but not otherwise. If the Customer resells the Product in the ordinary course of its business before title transfers to it, the Customer does so as principal and not the Seller’s agent, accordingly title to the Product shall pass from the Seller to the Customer immediately before the time at which resale by the Customer occurs.
9.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Product which remains the property of the Seller.
9.6 If before title in the Products passes to the Customer the Customer becomes subject to any of the events listed in clause 15.2, then, without limiting any other right or remedy the Seller may have, the Seller may at any time:
9.6.1 require the Customer to deliver up all Products in its possession which have not been resold, or irrevocably incorporated so as to create another product (or an equivalent quantity of commingled product of the same type); and
9.6.2 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them (or equivalent commingled products).
9.7 Notwithstanding the provisions of Clause 9.2 the Customer shall be responsible for and shall indemnify and hold the Seller and its employees harmless from and against any and all liability for loss or damage sustained or incurred due to any cause whatsoever occurring after the Product has been delivered to the Premises including, without limitation:
9.7.1 any losses, leakage, shortages, contamination of or other damage to the Product occurring during storage, processing or any other handling by the Customer;
9.7.2 any indirect and consequential losses, loss of profit or reputation or damage to property; and
9.7.3 except to the extent provided otherwise by Law, any other claims arising directly or indirectly from any breach of any term of the Contract or as a result of the negligence of the Customer its servants or agents, all claims arising from the death of or injury to third parties, or loss or damage to third party property, or arising out of the death or injury of the Customer’s employees occurring as a result of, or in connection with, the storage, processing or handling of the Product after it has been delivered.
9.8 Until title in the Products passes to the Customer, the Customer shall:
9.8.1 Keep the Product in storage insured to its full replacement value; and
9.8.2 Comply with all relevant Laws and the requirements of all applicable regulatory authorities with regard to the safe storage, handling and use of any Product. For the purposes of these Conditions the words “safe storage, handling and use”, relate not only to the safety of those persons who may be affected by the acts or omissions of the Customer but also to the environment generally.
10.1 The Seller warrants to the Customer that at the time of delivery the Product will conform with the specifications offered by the Seller to the public in its ordinary course of business for the particular grade of Product and all relevant British Standards for that Product.
10.2 The Seller gives no warranty that the Product is fit for any particular purpose
10.3 The Seller shall not be liable for Products' failure to comply with the warranty set out in clause 10.1 in any of the following events:
10.3.1 the Customer makes further use of the Products after giving notice in accordance with clause 11.1; or
10.3.2 the defect arises as a result of wilful damage, negligence or abnormal storage or storage.
10.4 The Customer warrants to the Seller that it will not use the Product, nor will it permit the Product or any of it to be used, in contravention of any Law, whether by use as a fuel for a mechanically propelled vehicle or otherwise. Where re-selling the Product, the Customer warrants that it will not make reference to any trademarks or brand names of the Seller in promoting or effecting sale of the Product, without the prior written consent of the Seller.
10.5 All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
11. CLAIMS PROCEDURE
11.1 Any claim by the Customer (whether or not delivery is refused by the Customer) which is based on: (a) any manifest error in the measurements provided by the Seller shall be notified to the Seller no later than seven (7) days after the date of delivery; or (b) a defect in condition of the Product or its failure to correspond with the specification shall be notified to the Seller within twenty eight (28) days after the date of delivery. In the event of any such claim, the Customer shall further provide the Seller with detailed documentary evidence in support within twenty-one (21) days after the date of its written notification of claim to the Seller. If delivery is not refused, and if the Customer fails to notify the Seller in accordance with these provisions, the Customer shall not be entitled to reject the Product and the Seller shall have no further liability.
11.2 Where any claim is made in accordance with the above provisions, the Customer shall: secure permission for the Seller or its authorised representatives to enter upon the premises at which the Product is stored during business hours to take samples and/or carry out any other investigations which the Seller considers necessary; and not commingle or allow the Product in question to be commingled with any other petroleum or other product or substance pending a decision by the Seller with regard to the sustainability of the claim, unless expressly agreed otherwise between the parties.
11.3 Subject to clause 11.2 and 10.3, if the Seller accepts the Customer’s claim, the Seller shall remove the defective Product and, at its option, replace the defective Products or refund the price of the defective Product in full.
11.4 Except as provided in this clause 11, the Seller shall have no liability to the Customer in respect of the Products’ failure to comply with the warranty set out in clause 10.
12. FORCE MAJEURE
12.1 Neither party shall be liable for any failure or delay in performing its obligations as a result of any Force Majeure Event. A “Force Majeure Event” means any event beyond a party’s reasonable control, including but not limited to strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, adverse weather causing dangerous driving conditions for the Seller’s (or its agent’s or contractor’s) vehicles, inability to obtain product, equipment or transportation or failure of public or private telecommunications networks.
12.2 If, due to any Force Majeure Event, the Seller is unable to supply the total quantity of Product ordered, the Seller shall have the right, in sole discretion, to allocate its available supply among its customers, departments and divisions in a fair and equitable manner. Notwithstanding the foregoing, in no event shall a Force Majeure Event release the Customer from its obligation to pay, on a timely basis, for Products already delivered by the Seller upon the occurrence of such event.
13. LIMITATION OF LIABILITY AND CUSTOMER INDEMNITY
13.1 Nothing in these Conditions shall limit or exclude the Seller’s liability for:
13.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
13.1.2 fraud or fraudulent misrepresentation;
13.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
13.1.4 defective products under the Consumer Protection Act 1987; or
13.1.5 any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
13.2 Subject to clause 13.1:
13.2.1 the Seller 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, wasted overheads, loss of goodwill, loss of contracts, loss of anticipated savings, any increased cost of working or any indirect or consequential loss arising under or in connection with the Contract;
13.2.2 the Seller’s total liability to the Customer in respect of loss or damage to physical property of the Customer caused by the Seller’s negligence (or that or its employees, agents or subcontractors) shall not exceed £1,000,000 in respect of any one event or connected series of events; and
13.2.3 the Seller'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 paid for the Products or £25,000 whichever is the greater.
13.3 Notwithstanding any provision to the contrary, the Customer shall indemnify the Seller against any loss or damage to its property or that of its employees, agents or subcontractors and against all liability arising out of any actions, claims, demands or proceedings brought by any employee, agent, contractor or representative of the Seller, or by any third party on account of death or personal injury and/or damage to property or equipment of any kind arising out of or in connection with any deliveries made by or on behalf of the Seller hereunder, or any product collections made by or on behalf of the Customer, to the extent that the same shall either directly or indirectly be caused by, or as a consequence of, any failure by the Customer to comply with its obligations hereunder or at law, including negligence, notwithstanding any negligence or breach of statutory or other duty of the Seller, its employees, subcontractors or agents.
14.1 The Customer may not assign or otherwise transfer all or any of its rights and obligations under the Contract to any third party without the prior written consent of the Seller, such consent not to be unreasonably withheld.
14.2 The Seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with any of its rights or obligations under the Contract.
15.1 The occurrence of any of the following events, without limitation, shall constitute a “Default” by the Customer. Upon Default by the Customer, the Seller may terminate any Contract or Order with immediate effect by giving written notice to the Customer.
15.2 For the purposes of clause 15.1, the relevant events are:
15.2.1 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;
15.2.2 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;
15.2.3 (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;
15.2.4 (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;
15.2.6 a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
15.2.7 (being an individual) the Customer is the subject of a bankruptcy petition or order;
15.2.8 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;
15.2.9 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 15.2.1 to clause 15.2.8 (inclusive);
15.2.10 the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
15.2.11 the Customer’s financial position deteriorates to such an extent that in the Seller’s opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;
15.2.12 the Seller’s trade or credit insurance provider withdraws cover generally or specifically in relation to the Customer; and
15.2.13 where the Customer fails to pay any amount under this Contract on the due date for payment
15.3 Without limiting its other rights or remedies, the Seller may suspend provision of the Products under any Contract without notice if the Customer becomes subject to any of the events listed in clause 15.2.1 to 15.2.13, or the Seller reasonably believes that the Customer is about to become subject to any of them. Where the Seller suspends provision of Product in accordance with this clause, all monies due under or in respect of the Contract shall become immediately due and payable by the Customer to the Seller.
15.4 On termination of a Contract or Order for any reason the Customer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest.
15.5 Termination of a Contract or Order, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
15.6 Upon termination arising from the default of the Customer, the Seller shall be entitled to compensation from the Customer for the cost of, and loss incurred by entering into a replacement transaction, the cost of storing or disposing of undelivered products, and the cost of maintaining, terminating and/or re-establishing any hedge or related trading positions (and discounted to present value or bearing interest, as appropriate), in each case, as determined by the Seller in any commercially reasonable manner.
15.7 On Default by the Customer, the Customer shall also indemnify the Seller against costs and expenses (including but not limited to professional costs and expenses) suffered or incurred by the Seller arising out of or in connection with the Default and/or the Seller’s subsequent Termination of the Contract or Order.
15.8 Clauses which expressly or by implication survive termination of a Contract or Order shall continue in full force and effect.
16.1 Notices. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing (which for the purposes of this clause shall not include email), and sent to the other party at its registered office or principal place of business or such other address as may at the relevant time have been duly notified to the party giving the notice. A notice shall be deemed to have been duly received at the time of delivery, if delivered personally or by courier, or 2 Business Days after posting for an address in the United Kingdom and 5 Business Days after posting for any other address. In this clause ‘Business Days’ shall mean a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business
16.2.1 Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 16.2.2.
16.2.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 16.2; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.2.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
16.3 Severability. If any provision or part-provision of these Conditions, any Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Conditions or the Contract, as applicable .
16.4 Waiver. Any waiver of the Seller’s right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
16.5 Third party rights. A person who is not a party to the Contract between the Seller and the Customer shall not have any rights to enforce its terms.
16.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing (which for the purposes of this clause shall not include email) and signed by the Seller.
16.7 Governing law. The Contract, including these Conditions, any Order or Sales Confirmation and any dispute or claim arising out of or in connection with then or their subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
16.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract, these Conditions, the Order and any Sales Confirmation or their subject matter or formation (including non-contractual disputes or claims).