WATSON FUELS’ CONTRACT WITH YOU
IMPORTANT: These terms and conditions and Our Privacy Notice apply each time You purchase Products or Services from Us.
1.1. When the following words with capital letters are used in these General Terms, this is what they mean:
Address: Your address as set out in the Order.
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 in line with Our usage estimates; and iii) the Tankscout telemetry device, where Our electronic device measures the level of Product in Your Tank (the provision of the Tankscout device and service is subject to separate Service Terms and charges).
General Terms: the terms and conditions set out in this document.
Product: the product that We are selling to You as set out in the Order.
Order: Your order for the Products and/or Services (which may be submitted verbally or in writing);
Service Terms: the additional terms and conditions that apply to some of Our Services, please see Our Website at www.watsonfuels.co.uk/terms for details.
Services: means :
(i) the delivery of Products by Us (or Our contractor); or
(ii) making the Products available for collection by You; or
(iii) the service to be provided to You as set out in the Order. Separate Service Terms may apply to the Services, please see Our Website at www.watsonfuels.co.uk/terms for details.
Tank: the storage tank provided by You at the Address.
We/Our/Us: WFL (UK) Limited (company number 00594001).
You/Your: the person that places an Order.
1.2. When We use the words "writing" or "written" in these General 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. Additional Service Terms may apply to some of the Services please see Our Website at www.watsonfuels.co.uk/terms for details.
2.2. Please ensure that You read these General Terms carefully before submitting an Order to Us. Please check that the Order is complete and accurate, before You submit it. If You think that there is a mistake, please contact Us as soon as possible.
2.3. We may provide You with a quotation verbally or in writing and a quotation is valid only on the same day as it is communicated to You. We may withdraw or change a quotation at any time.
2.4. When You place an Order then that is an offer from You and We may choose whether to accept it. 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.
2.5. If We accept an Order (verbally or in writing) or despatch the Product or start the Services then a contract has come in to place and the General Terms are binding on You and Us.
2.6. If any of these General Terms conflict with any term of the Order, the Order will take priority.
2.7. You may ask to change an Order at any time before We despatch the Products or start the Services. Without guarantee, We will try to accommodate Your requested change.
2.8. You may cancel an Order as set out in clause 12.
3. CHANGES TO TERMS
3.1. We may revise these General Terms or the Service Terms from time to time and the latest versions will appear on Our Website at www.watsonfuels.co.uk/terms. Unless otherwise set out in the relevant Service Terms, We shall not be required to give You notice of changes to these General Terms, as You have an opportunity to review these General Terms before each Order is placed.
4. DELIVERY OF PRODUCTS
4.1. Occasionally a delivery to You may be affected by an event outside of Our reasonable control (please see clause 11). 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 in to account, order in good time and allow extra time for deliveries.
4.2. If We have agreed that You can collect the Products from Our premises then You can collect the Products at the time that has been 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. If You believe that Our record is incorrect then You must give Us written 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 to do so. 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 in a single delivery then 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 General Terms. If We are late delivering an instalment or if 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:
(a) ensure that We have clear and safe access to the Tank (please note that Our delivery vehicles are larger and heavier than cars);
(b) tell Us of any issues relating to the safety or suitability of the Tank or access or approaches to it before You place an Order;
(c) act sensibly and carefully with the Products (please note that the Products are flammable and can be dangerous if handled incorrectly);
(d) not climb onto any vehicle We use to deliver the Fuels;
(e) not attempt to assist Our driver with the physical delivery of Product unless explicitly requested to do so (for example, on marine deliveries or deliveries to restricted areas) or interfere with Our vehicle or equipment
(f) or interfere with Our vehicle or equipment;
(g) indicate to us the correct fill point for Your Tank(s) (please note that We are not responsible for dipping, checking or testing Your Tank(s); and
(h) ensure that there is enough storage capacity (ullage) in Your Tank for a safe delivery to be made.
4.10. We have the right not to deliver or to make a partial delivery if a clear and/or safe delivery cannot be made.
4.11. If You have paid in advance and We are unable to deliver the full amount of Product We will refund a sum to You to reflect the actual volume of Product delivered. If We are unable to deliver the full amount of Product due to Your actions or failure then We may charge You a failed delivery charge to cover Our costs of attempting to deliver Product.
5. OUR PROMISE
5.1. We promise that at the time of delivery the Products shall:
(a) be of satisfactory quality;
(b) match the description or specification We may have provided to You;
(c) be fit for purpose.
5.2. We promise that the Services shall be provided with reasonable care and skill.
5.3. The promises above do not apply where any problems occur due to an event outside of Our reasonable control, Your (or anyone else’s) negligence or failure to follow instructions or if You use, alter or modify the Product.
5.4. Advice about Your legal rights is available from Your local Citizens' Advice Bureau or Trading Standards office. Nothing in these General Terms will affect these legal rights and the promises in this clause 5 are in addition to Your legal rights.
6. PROVIDING SERVICES
6.1. Dates for the supply of the Services are estimates. We will always try to complete the Services on time. However, this is without guarantee and there may be delays due to an event outside of Our reasonable control.
7. AUTOMATIC DELIVERY SERVICE
7.1. 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.
7.2. Please note that, using Your selected method of Automatic Delivery Service, whilst We try 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) 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.
8. IF THERE IS A PROBLEM WITH THE SERVICES OR PRODUCT
8.1. In the unlikely event that there is a problem with the Services or Product:
(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 try to repair or fix the problem as soon as reasonably practicable.
You will not have to pay for Us to fix a problem under this clause 8.1.
9. PRICE AND PAYMENT
9.1. The price of the Products or Services will be the price notified to You (either verbally or in writing) when We confirm Your Order. If no price is notified to You at that time, then the price will be set out in Our invoice.
9.2. Our prices include VAT, taxes and delivery costs. However, if the rate of VAT or tax changes or if a new tax is introduced between the date of the Order and the date of delivery or performance then We will adjust the rate of VAT or tax that You pay (unless You have already paid in full before the date of delivery or performance).
9.3. Unless otherwise set out in the Service Terms, You must make payment in advance by credit or debit card at the time of Order.
9.4. 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 be calculated on a daily basis from the due date until the date of actual payment. You must pay Us interest together with any overdue amount.
9.5. 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, We will not charge interest in accordance with clause 9.4.
9.6. If We take debt recovery action or other legal action in order to recover debt from You then We shall charge the cost(s) of that action to You and add them to the debt that You owe.
10. OUR LIABILITY TO YOU
10.1. If We do not comply with these General Terms, We will pay You the loss or damage that You suffer only if it could have been reasonably expected at the time that the Order was confirmed by Us. We will not pay for loss or damage that could not have been reasonably expected.
10.2. If We damage Your property then We will either make good that damage or pay the reasonable costs of repairing the damage. We are not responsible for the cost of repairing any pre-existing faults or damage to Your property.
10.3. 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. We have no liability to You for any loss of profit, loss of business, business interruption, or loss of business opportunity.
10.4. We do not exclude or limit in any way Our liability for:
(a) death or personal injury caused by Our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products or materials under the Consumer Protection Act 1987; or
(e) anything else for which the law does not allow Us to exclude or attempt to exclude Our liability.
11. EVENTS OUTSIDE OF OUR REASONABLE CONTROL
11.1. We will not be liable or responsible for any failure or delay under these General Terms that is caused by an event outside of Our reasonable control.
11.2. If We cannot perform Our obligations under these General Terms due to an event outside of Our reasonable control:
(a) We will contact You as soon as reasonably possible; and
(b) Our obligations under these General Terms will be suspended for as long as the event continues. We will arrange a new Product delivery date or Service performance date with You after the event is over; and
(c) You may cancel the contract in accordance with clause 12 if the event outside of Our reasonable control continues for longer than 2 Weeks.
12. YOUR RIGHTS TO CANCEL AND APPLICABLE REFUND
12.1. You may cancel an Order:
(a) before We begin providing the Services or begin despatching a delivery of Product; or
(b) if We cannot perform Our obligations under these General Terms due to an event outside of Our reasonable control that continues for longer than 2 Weeks; or
(c) if We materially change these General Terms; or
(d) if the Service Terms allow You to do so.
12.2. Subject to the relevant Service Terms, 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 days' notice in writing.
12.3. Subject to the relevant Service Terms, if You cancel an Order under this clause 12 and You have made any payment in advance for Products or Services that have not been provided to You then We will refund You (less any costs that We have already incurred in providing Services or Product).
13. OUR RIGHTS TO CANCEL AND APPLICABLE REFUND
13.1. 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 of Our reasonable control or the unavailability of fuel or key personnel or key materials. We will contact You as soon as We reasonably can if this happens. In this situation We will refund You for Products or Services that You have paid for but We have not delivered.
13.2. 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 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.
13.3. We may cancel or suspend an Order or contract 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 9 or the relevant Service Terms; or
(b) You do not provide Us with clear and safe access to the Address and/or the Tank; or
(c) 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 do so in writing.
This does not affect Our right to charge You interest under clause 9.4. If We suspend an Order or contract then You do not have to pay for the suspended provision of Product or Services but You must pay any invoices that We have already sent to You.
14. INFORMATION ABOUT US AND HOW TO CONTACT US
14.1. 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.
14.2. If You have any questions or complaints or You would like to get in touch with Us, please If You have any questions or You would like to get in touch with Us, please contact Our customer service team:
telephone: 01666 510345
14.3. If You would like to raise a complaint, please refer to Our complaints procedure at: https://watsonfuels.co.uk/complaints-handling/
HOW WE MAY USE YOUR PERSONAL INFORMATION
14.4. 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.
More information on how We collect and use personal information and Your rights is available in Our Privacy Notice at: https://watsonfuels.co.uk/policies/#privacy--policy . We will not give personal data to any other third party except as described in this clause 14 or as set out in Our Privacy Notice.
14.5. 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) check on Your financial and/or personal information; and
(b) provide Your financial and/or personal information to credit reference agencies (CRAs) who will provide Us with information about You (including, but not limited to, financial history). This is done to assess creditworthiness and product and service suitability, check identity, manage Your account, trace and recover debts and prevent criminal activity. We will also continue to exchange information about You with CRAs on an ongoing basis, including information regarding settled accounts and any debts not fully repaid on time. CRAs will share this information with other organisations. The identities of the CRAs, and the ways in which they use and share personal information, are explained in more detail at http://www.experian.co.uk/crain/index.html; and
(c) transfer personal information 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 General 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 General Terms.
15.2. You may only transfer Your rights or Your obligations under these General 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 General 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 General 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 General 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.
WATSON FUELS’ CONTRACT WITH YOU – SERVICE TERMS FOR OUR DOMESTIC TANKSCOUT SERVICE
These Service Terms are subject to and in addition to Our General Terms (please see Our Website at www.watsonfuels.co.uk/terms for details). These Service Terms apply where You receive a Tankscout Device or Tankscout Service.
When the following words with capital letters are used in these Service Terms, this is what they mean:
Device: Tankscout™, an oil level monitoring device. Further details are available on Our Website: www.tankscout.co.uk
Minimum Term: a period of 36 months from installation of the Device (unless otherwise and explicitly stated and agreed).
Service: the Tankscout™ fuel monitoring services which We are providing to You as set out in these Service Terms.
2. Ownership of the Device
Except where You buy the Device outright, the Device remains Our property. Upon cancellation of the Service We reserve the right to remove and reclaim the Device.
3. Data Signal
The Device uses GPRS connection and built-in SIM technology to communicate the level of oil. The Service is only available if Our service provider’s network is successfully received at the point of install. At this time the engineer will be able to establish if the system will work in the area or not and the Service will be cancelled with immediate effect at no cost to You if no signal can be picked up. 98% of the United Kingdom currently will pick up this signal.
4.1. Data Collected
We will regularly collect data from Your Device to gauge the volume of Product in Your Tank. You may check this data on Our Website: www.tankscout.co.uk
4.2. Service Provision Period
Unless otherwise explicitly agreed, the Service will be supplied for the Minimum Term or until otherwise terminated in accordance with these Terms.
4.3. Fuel supply
Where You have Ordered Our Automatic Delivery Service, We will deliver Product to You in accordance with the General Terms in such amounts as indicated to Us by the Device, or in an otherwise agreed delivery volume. Where You have not Ordered Our Automatic Delivery Service We will contact You when the Device indicates that the volume of Product in Your Tanks is at a level where a new delivery of Product is advisable.
5. Damage to the Device
5.1. Should the Device be damaged by You or a third party then You will be liable for the full replacement and/or repair costs.
5.2. If the Device becomes defective during the Minimum Term We will repair or replace the Device at no cost to You. You will return the Device to Us at Our expense following the returns procedure that We will specify at the time of the return. Whilst a Device is defective and until a replacement has been fitted and commissioned Our obligation to provide the Service is suspended. This shall not affect Your obligation to pay the price for the Services unless We fail to supply a replacement Device within a reasonable period of its return.
5.3. You must not interfere with the Device or obstruct the operation of Device (or allow it to be interfered with or its operation to be obstructed).
5.4. Engineer visit
Should an engineer visit be required after installation of the Device then Our standard call-out rates will apply.
6.1. If We fail to deliver Product or We fail to contact You as required under clause 4.3 of these Service Terms then We will reimburse You for the reasonable costs of a boiler engineer’s visit (up to a maximum of £70 plus VAT) to restart Your boiler. We will reimburse You after You have provided a copy of the boiler engineer’s invoice. Please let us know in advance if You require a boiler engineer’s visit as We reserve the right to organise the visit directly, in which case all charges will be handled between the boiler engineer and Us directly.
6.2. You must ensure that the Tank has an accurate and fully functioning meter or gauge as We may not be able to deliver Product to a Tank where measurements can only be taken from the Device.
7. Non-standard installations
In accordance with these Service Terms We shall not charge You for a standard installation of the Device. If We reasonably believe that an installation is non-standard then We reserve the right to charge an additional installation charge.
8.1. We will provide the Services for at least the Minimum Term. At the end of the Minimum Term We shall continue to provide the Services and You shall continue to pay for the Services unless You cancel the Services by providing Us with 30 days' notice in writing.
8.2. You may cancel the Services at any time during the Minimum Term by providing Us with 30 days' notice in writing. If You cancel the Services during the Minimum Term You will pay for the costs of the installation and removal of the Device and the cost of the Device itself (currently £80 plus VAT but this may be subject to change).
8.3. If You do not purchase Product from Us during the Minimum Term We reserve the right to cancel the Services and/or remove the Device and You will be liable for the costs of the installation and removal of the Device and the cost of the Device itself (currently £80 plus VAT but this may be subject to change).
8.4. If You cancel the Services during the Minimum Term because You are moving home then clause 8.2 of these Service Terms shall not apply provided that You have given Us 30 days' notice in writing.
8.5. We may amend these Service Terms from time-to-time by giving at least 30 days' notice in writing; You may cancel the Services if We amend the Service Terms. If You cancel the Services during the Minimum Term because We have (or will have) changed the Service Terms then clause 8.2 of these Service Terms shall not apply provided that You have given Us 30 days' notice in writing.
WATSON FUELS’ CONTRACT WITH YOU – SERVICE TERMS FOR OUR BOILER SERVICES
These Service Terms are subject to and in addition to Our General Terms (please see Our Website at www.watsonfuels.co.uk/terms for details). These Service Terms apply where You receive Our Boiler Services.
When the following words with capital letters are used in these Service Terms, this is what they mean:
Application: Your application for a Service Plan.
Boiler: the boiler at Your Address, including any controls or thermostats, as described in the Application.
Service Plan: the Gold, Silver or Bronze Service Plans as described in these Service Terms.
Service Plan Services: the services provided under the Service Plans.
Contract Term: the 12 month period starting with date on which We confirm that Your Service Plan starts and any subsequent 12 month renewal term (see clause 3.1 of these Service Terms).
Emergency Repair: a repair to Your Boiler which We carry out following an emergency call-out.
Maintenance Services: repairs or servicing (including Emergency Repair) of Your Boiler which We carry out at Your request where You do not have a Service Plan.
Services: the Service Plan Services, Maintenance Services and Emergency Repairs.
2.1. If You are a Service Plan customer then You agree to pay the Service Plan charges either in advance or monthly by direct debit, as set out in the Application.
2.2. All new Service Plan customers will be charged for any repairs required on Our engineer’s first visit. Charges for Emergency Repairs and Maintenance Services will be paid within 10 days of the date of Our invoice.
2.3. If We are unable to perform any of the Services due to Your default (for example, where We are unable to gain access to Your Address on the appointment date) then We may charge You a missed appointment charge of (currently up to £45 plus VAT but this may be revised from time-to-time). This charge is a reasonable pre-estimate of the cost to Us of a missed appointment.
3. Contract Term
3.1. If You are a Service Plan customer then the Service Plan shall run for the Contract Term and automatically renew for a further 12 month period unless either You or We give 30 days’ notice in writing to cancel the Service Plan at the end of the current Contract Term.
3.2. We may revise these Service Terms from time-to-time by giving You at least 30 days’ notice in writing. Any changes to the Service Terms shall only apply once the then current Contract Term expires and is renewed as set out in clause 3.1 above.
4. The Services
4.1. As standard with all of Our Services, Our engineers will:
(a) Inspect, clean and adjust the burner controls and all component parts of the boiler for dependable operation and efficiency.
(b) Replace parts as required, in accordance with the manufacturer’s recommendations.
(c) Inspect oil storage tank and sight gauge, check for water if a suitable valve is fitted, and report any defects.
(d) Clean unit flue ways and combustion chambers.
(e) Check the operation of the water circulator pump and lubricate externally if required.
(f) Check the operation of time clocks, room and boiler thermostats and other electrical controls and report any visible defects.
(g) Check and tighten, if necessary, accessible oil pipe connections.
(h) Inspect chimney flue ways and advise if sweeping is necessary (sweeping not included).
(i) Carry out efficiency tests where possible.
4.2. All 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 Services on the appointment date.
5. Service Plan Services
5.1. Subject to Our acceptance of Your Application (which We may accept or reject in Our sole discretion) We will provide the Service Plan Services during the Contract Term if:
(a) Your Boiler meets Our standard requirements (for example: We cannot accept some boilers over a certain age, the boiler must be a standard, unmodified domestic boiler with a rated output of less than 150,000 BTUs and have been correctly installed and maintained in accordance with applicable laws and regulations);
(b) Our engineer’s first assessment of the Boiler shows that that it can be maintained in accordance with these Service Terms and the manufacturer's recommendations. Please note: Any parts required and the labour to fit these parts on the engineer’s first visit are not covered on any of Our Service Plans - We will charge for these parts and labour;
(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 other person;
(e) it is safe for Our engineer to access Your Address and the Boiler and You allow them access and permit them to do so; and
(f) We are able to obtain spare parts for Your Boiler on reasonable commercial terms.
5.2. In the unlikely event that Our costs in providing a Service Plan exceed £750 plus VAT in a Contract Term We may charge You for that excess amount.
5.3. You may apply for the following Service Plans:
(a) Gold Service Plan: includes annual service, parts and Emergency Repair (replacement parts and labour).
(b) Silver Service Plan: includes annual service, parts and Emergency Repair (labour only).
(c) Bronze Service Plan: includes the service and inspection of the Boiler. Does not include breakdown cover or parts.
5.4. Our Gold and Silver Service Plans include: burner motor, fuel pump, drive couplings, impellor, solenoid valve, ignition transformer, control box & base, photocell, electrodes, H.T. cable, nozzle assembly, boiler thermostats, motorised zone valves, expansion vessel, plate heat exchanger, water pump, limit thermostat, frost stat, baffles, burner gaskets, draught tube, electrodes, flame sensor, flexible oil line, nozzle, programmers (like-for-like, if extra wiring is needed then the cost of an electrician will not be covered), wicks, carbon leg, lid rope seal, fire valve replacement, room stats and cylinder stats.
5.5. Our plans do not include: smart circulating pumps including Grundfoss magna 25-100 smart pump, hot water store, heat exchanger/water jacket, boiler or heating casing and insulation, any additive added to the system, inhibitor, enamelling of aga/boiler, any parts fitted to the oil tank to include the oil line from the tank to the appliance also the Atkinson sight gauge, run out of oil, fuel pipe oil lines to the boiler/aga, any other part of the heating system that is not an intrinsic part of the boiler or cooker concerned, damage to the appliance or components caused by any circumstances other than normal Wear and tear outside the control of the company.
6. Maintenance Services
You may Order Maintenance Services from time to time. We will have accepted Your Order when an appointment date has been agreed.
7. Emergency Repairs
7.1. If Your Boiler breaks down then You may Order an Emergency Repair. We will have accepted Your Order when an appointment date has been agreed.
7.2. Where You have a Service Plan 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).
7.3. Where You do not have a Service Plan, the appointment date will be subject to availability.
7.4. 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.
7.5. Emergency Repairs (including parts and labour) are provided free of charge for customers on Gold Service Plans. Customers on Silver Service Plans will be charged for the cost of parts but not labour and customers on Bronze Service Plans or with no Service Plan 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.
WATSON FUELS’ CONTRACT WITH YOU – SERVICE TERMS FOR OUR MONTHLY PAYMENT SCHEME
These Service Terms are subject to and in addition to Our General Terms (please see Our Website at www.watsonfuels.co.uk/terms for details). These Service Terms apply where You receive Our Monthly Payment Scheme service.
When the following words with capital letters are used in these Service Terms, this is what they mean:
Monthly Payment: the payment calculated and paid as set out in these Service Terms.
Monthly Payment Scheme: the service set out in these Service Terms.
2. Monthly Payment Scheme
2.1. The Monthly Payment Scheme enables You to pay for Product by monthly instalments rather than on an Order-by-Order basis. Based on the information that You provide to Us and any other information that We may have regarding historic consumption from Your Tank, We will calculate a Monthly Payment that We estimate will cover Your consumption.
2.2. The Monthly Payment Scheme is not an investment product or investment service and it is strictly linked to Your consumption of Product only; if You do not purchase Product from Us within a 14 month period then We may cancel the Monthly Payment Scheme as set out in clause 4.1 of these Service Terms.
3.1. You will pay the Monthly Payment by Direct Debit. After We deliver Product We will provide an invoice showing You the price that has been charged against Your Monthly Payment Scheme account.
3.2. We will send You quarterly and annual statements, giving You details of invoices for Product delivered and Monthly Payments made. It is Your responsibility to check that the Monthly Payments are covering Your consumption.
3.3. If Your annual statement shows that You owe Us a balance then You shall pay such balance by Direct Debit.
3.4. If Your annual statement shows that We owe You a credit balance then We shall either retain this credit balance in Your account for payment in respect of future Orders of Product or We shall refund some or all of the balance to You (to be made to the bank account from which Your direct debits are paid). You may request in writing that We refund a credit balance to You within a reasonable time.
3.5. From time-to-time We may review Your account to ensure that Your ongoing Monthly Payment is appropriate to Your anticipated consumption and We may amend Your Monthly Payment or request additional payments to more accurately reflect Your anticipated consumption. We will contact You if any changes are necessary.
4.1. If You do not make a Monthly Payment in full, if the Direct Debit is cancelled or if You do not make additional payments when requested by Us, We may cancel the Monthly Payment Scheme immediately and You shall pay the balance of Your account immediately.
4.2. You may cancel the Monthly Payment Scheme at any time by giving 30 days' notice in writing. If You owe Us a balance then You shall pay such balance immediately on termination. If We owe You a credit balance then We shall refund this to You within a reasonable time after termination.
5.1. 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' notice in writing.
These Service Terms are subject to and in addition to Our General Terms (please see Our Website at www.watsonfuels.co.uk/terms for details). These Service Terms apply where You purchase a New Tank to be delivered by Us.
1.1. When the following words with capital letters are used in these Service Terms, this is what they mean:
Installer: the person(s) or business who You appoint to install and commission the New Tank.
New Tank: the storage tank to be purchased from Us and Delivered by Us in accordance with these Terms. Details of the particular storage tank being purchased will be as set out in the Order. A New Tank is referred to as a “Product” in Our General Terms.
2.1. Once You have placed an Order to purchase a New Tank then both You and We will comply with the General Terms regarding the sale and delivery of the New Tank. We may use a third party to Deliver the New Tank but we remain responsible for the Delivery.
3.1. We can arrange for an Installer to provide You with quotes for their services. You must pay the Installer for their work as agreed between you and the Installer. We are not a party to the agreement between You and the Installer.
3.2. We do not carry out installation work. We accept no liability for the work carried out by an Installer nor the disposal of any old Tank or related equipment from Your premises.
4.1. You will pay for the New Tank and for its delivery in twelve equal monthly installments by Direct Debit. After We have received Your Order we shall notify you of the Direct Debit payment amounts and collection dates.
4.2. If at any time after Delivery a Direct Debit payment is not collected in full or if the Direct Debit is cancelled then the balance of the full price shall become immediately payable.
4.3. If you change address or move home after the date of Your Order and there are still outstanding payments then You remain liable to pay for those amounts and We shall continue to collect Direct Debit payments until payment is received in full.
4.4. Consumer Credit Act Exempt Agreement: You and We expressly acknowledge and agree that:
(a) any credit that may be extended to You is to be paid in twelve monthly installments;
(b) any loan that may arise shall be for an amount equal to the price set out in the Order; and
(c) any credit provided by Us shall be without interest or significant charges.
5. Quality & Manufacturer’s Warranty
5.1. We make the same promises regarding the quality of the New Tank as set out in the General Terms.
5.2. Where the manufacturer of the New Tank provides a warranty we shall pass on the benefit of that warranty to You.
6. Your right to cancel
6.1. You can cancel Your Order within 14 days of the date of the Order. If you wish to cancel your Order please call 01666 511220 or send an email to Tankenquiries@watsonfuels.co.uk. Please note that if you cancel an Order then clauses 6.2 and 6.3 below will also apply in respect of cancellation and the costs of collection.
6.2. If you cancel Your Order then we will refund all payments received from You less Our costs of collecting the New Tank. If You have not yet made a payment or Your payments so far are less than the cost of collection then We shall invoice and You shall pay the balance. The current costs of collection are as follows (please note that these may be subject to change from time-to-time):
|New Tank Size||Cost of Collection|
|New Tank up to 2,500 litre capacity||£125 +VAT|
|New Tank above 2,500 litre capacity||£325 +VAT|
6.3.If the New Tank has been installed, has had equipment attached to it or fuel has been loaded in to the New Tank then it cannot be returned and you remain liable to pay the full price of the New Tank. If you wish to cancel Your Order then it is Your responsibility to ensure that:
(a) good care is taken of the New Tank after it has been Delivered; and
(b) the Tank is returned to Us in an unused condition whereby it is fit for resale; and
(c) You must provide Us with clear and safe access to the New Tank so that We can collect it.
GENERAL TERMS AND CONDITIONS OF SALE FOR LAND FUELS, LUBRICANTS AND OTHER PRODUCTS TO COMMERCIAL PARTIES
THESE CONDITIONS CONTAIN EXCLUSIONS AND LIMITATIONS
1.1 In these Conditions, the following definitions apply:
“Automatic Delivery Service” 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-up the Storage; and iii) a Tankscout 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 available at https://watsonfuels.co.uk/policies/#terms-&-conditions).
“Business Days” shall mean a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“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. Unless there is a separate written agreement between the Seller and the Customer for the sale and purchase of Product, a Contract shall be deemed to have been agreed each time that an Order is accepted by the Seller.
“Credit Event” means where:
(a) 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;
(b) the Seller’s trade or credit insurance provider withdraws, reduces or limits cover generally or specifically in relation to the Customer (or otherwise gives notice that it may do so);
(c) the Customer fails to pay any amount under this Contract on the due date for payment.
“Customer” means a person or party purchasing the Product from the Seller.
“Delivery” means: (a) the point at which Product passes the Delivery Point, or (b) when Product is off-loaded from the delivery vehicle, or (c) when Product is collected by the Customer (whichever is applicable).
“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” 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 delays and/or dangerous driving and/or working conditions for the Seller’s (or its agent’s or contractor’s) staff and vehicles, inability to obtain product at a price which is commercially viable for the Seller, equipment or transportation or failure of public or private telecommunications networks.
“Good Industry Practice” means, in relation to any undertaking and any circumstances, the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced operator engaged in the same type of undertaking under the same or similar circumstances.
“Insolvent” means where a Defaulting Party:
(a) stops carrying on business or becomes unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986, not including section 123(1)(a) of that Act); or
(b) makes or proposes any arrangement with or for the benefit of their creditors (including any voluntary arrangement);
(c) has a supervisor, receiver, administrator, administrative receiver or any other person or organisation appointed over all or any part of its assets;
(d) has a person or organisation take possession of, or take over the legal rights to, all or any part of its assets;
(e) has a bankruptcy order made against it or action is taken to start an administration order or to wind up or break up the company (other than for the purpose of reorganisation);
(f) suspends, ceases or threatens to suspend or cease to carry on all or a substantial part of its business; or
(g) has anything analogous to the above happen to it.
“Law(s)” 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.
“Order” means any order (whether verbal or in writing) placed by the Customer for the Product.
“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 Condition 4.
“Product” means any product which is sold by the Seller and purchased by the Customer.
“Regulations” the laws, rules, regulations, decrees, agreements, concessions and arrangements with governments, government instrumentalities or public authorities in relation to the Product including, but not limited to, those relating to the production, acquisition, gathering, manufacturing, transportation, storage, trading or delivery thereof, insofar as such Regulations affect the Seller or the Seller's supplier(s).
“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” means the company that sells the relevant Product or service being: WFL (UK) Limited (company number 00594001), Henty Oil Limited (company number 01453260) or World Fuel Services Europe Limited (company number 04846814) all with registered offices at The Broadgate Tower, Third Floor, 20 Primrose Street, London, EC2A 2RS or any of their trading names, brands or divisions.
“Storage” means any storage tank provided by the Customer at any designated premises.
“Tax” means all taxes or other charges, levies, fees, obligations, imposts or costs (except for the Seller’s taxes based on income) that are imposed from time-to-time by any government authority or agency or regulatory body on the privilege of buying, selling, delivery or supply of the Product existing at the time of any transaction hereunder. Tax includes, but is not limited to: VAT, GST, mineral oil tax, sales tax, use tax, fuel duty, excise duty, Renewable Transport Fuel Obligation, Motor Fuel Greenhouse Gas Emissions Reporting Regulations, and any amendments or updates thereto.
1.2 A reference to a party includes its personal representatives, successors or assigns. A reference to statute or statutory provisions will include any subordinate legislation made in connection with them and any modification, amendment, extension, consolidation, re-enactment and/or replacement of them from time to time. 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 Sale 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 Product in accordance with these Conditions.
3.2 The Customer shall ensure that the terms of an Order are complete and accurate. The Customer shall notify the Seller as soon as reasonably possible if there is a manifest error in a Sale Conformation.
3.3 Once accepted by the Seller, an Order may only be altered or cancelled with the written agreement of the Seller (such agreement not to be unreasonably withheld).
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 shall regularly check the fuel level in Storage by alternative means and shall contact the Seller if it runs out of Product or believes that it is likely to do so.
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 set by the Seller.
4.2 The Price is inclusive of the applicable customs duty and costs and charges of transport, but exclusive of any other Tax on the Product which shall be calculated as 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 A quotation for Product given by the Seller shall not constitute an offer. Quotations are valid until the end of the day on which the quotation is given.
4.4 The Seller may charge the Customer a failed delivery charge if it is unable to complete a delivery of ordered Product due to the Customer’s act or omission (which shall include, without limitation, a breach of Condition 7). The failed delivery charge shall be a reasonable amount taking into account the cost to the Seller in attempting to deliver the Product.
4.5 The Seller’s failure to add Tax, assessment, fee or other charge to any invoice shall not relieve the Customer from liability to pay such Tax, assessment, fee or other charge.
4.6 The Customer shall:
4.6.1 not engage in any activity, practice or conduct which would constitute either: (i) a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or (ii) a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017;
4.6.2 have and shall maintain in place throughout the duration of the Contract such policies and procedures as are both reasonable to prevent the facilitation of tax evasion by another person (including without limitation employees of Seller) and to ensure compliance with Condition 4.6.1;
4.6.3 promptly report to the Seller any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017, in connection with the performance of the Contract;
4.6.4 upon receipt of the Seller’s request, certify to the Seller in writing that it complies this Condition 4.6.
4.7 The Customer shall provide the Seller with any documentation or certification that the Seller shall request, to satisfy the Seller’s requirements in connection with any Tax, assessment, fee and/or other charge. Failure to provide the Seller with such requested documentation will result in the inclusion of all appropriate Taxes, fees and/or other charges and the recovery of any such Taxes, fees and/or other charges will be the sole responsibility of the Customer. The Customer agrees to cooperate and execute any document reasonably requested by the Seller in order to comply with Conditions 4.5 to 4.7 (inclusive) or to recover any amounts that have been improperly paid.
5. TERMS OF PAYMENT
5.1 The Seller may invoice the Customer after Delivery and the Customer shall pay the Price. The Customer shall not be entitled to withhold payment of any sums due by invoking any right of set-off or counterclaim.
5.2 Unless otherwise agreed in writing, the Customer shall pay the invoice by direct debit in full and in cleared funds within 21 days of Delivery. If the payment date falls on a non-Business Day then payment will be made on the Business Day immediately prior to the payment date.
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 Product under the Contract or any other Contract the Seller has with the Customer until the outstanding amounts are paid.
6. DATA PROCESSING & CREDIT CHECKS
6.1 The Seller will use the financial and personal information that the Customer provides to:
6.1.1 provide the Product and/or services outlined in the Contract;
6.1.2 process payments made in accordance with the Contract;
6.1.3 inform the Customer about similar products or services that the Seller provides. The Customer may stop receiving these communications at any time by contacting the Seller.
6.2 The Seller may from time-to-time:
6.2.1 check on the Customer’s financial and/or personal information utilizing publicly available information such as the electoral role and public asset registers; and
6.2.2 supply the Customer’s financial and/or personal information to credit reference agencies (“CRAs”) who will provide the Seller with information about the Customer (including, but not limited to, financial history). This is done to assess creditworthiness and product and service suitability, check identity, manage the Customer’s account, trace and recover debts and prevent criminal activity. The Seller will also continue to exchange information about the Customer with CRAs on an ongoing basis, including information regarding settled accounts and any debts not fully repaid on time. CRAs will share this information with other organisations. The identities of the CRAs, and the ways in which they use and share personal information, are explained in more detail at http://www.experian.co.uk/crain/index.html
6.3 More information on how the Seller collects and uses personal information and the Customer’s rights is available in the Seller’s Privacy Notice at: https://watsonfuels.co.uk/policies/#privacy--notice . The Seller will not give personal data to any other third party except as described in this Condition 6 and/or as set out in the Seller’s Privacy Notice. The Seller may transfer personal information outside the European Economic Area provided it is always covered by adequate data protection standards.
7.1 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.
7.2 Any delivery date or time quoted is approximate only and dates and times for delivery shall not be of the essence unless explicitly agreed in writing. 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 Product is subject to considerable seasonal fluctuations in demand, particularly in the winter months when demand increases and working and/or 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.
7.3 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%). Unless otherwise agreed, any quantity received by the Customer within the operational tolerance will be priced at the prevailing market price set by the Seller.
7.4 If the Seller fails to deliver the Product, subject always to Condition 14 and any other applicable limitations and exclusions, 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 Product. 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 Condition 8 or the suspension or cancellation of deliveries in accordance with Condition 5.3.3 or 16.2.
7.5 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.
8. DELIVERY FACILITIES
8.1 In relation to each delivery of Product the Customer shall act in accordance with Good Industry Practice and:
8.1.1 ensure that all necessary arrangements are put in place for the safe acceptance of each delivery, including (without limitation): ensuring that there is a competent person available to accept the delivery, providing adequate and appropriate equipment for accepting delivery, ensuring delivery and storage access is clear and available delivery vehicles;
8.1.2 inspect the Product (packaged goods only) to ensure that they conform to the Contract. Make an authorised representative (competent person for bulk deliveries) available where possible to sign a delivery note (or equivalent documentation provided by the Seller) to confirm the Product and quantity is as ordered;
8.1.3 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, non-intrinsically safe equipment, fires, stoves or heating appliance, of any description in the vicinity of the storage and the fill dip and vent pipes connected to it;
8.1.4 inspect the Product to ensure that it conforms to the Contract and make an authorised representative available to sign a delivery note (or equivalent documentation provided by the Seller) to confirm the Product is as ordered;
8.1.5 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);
8.1.6 at all times act sensibly and with all due care and caution in relation to the Product, acknowledging that there are health and safety issues inherent in receiving and storing the Product and delivery thereof, which if handed incorrectly can be dangerous. Where the Customer collects the Product 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
8.1.7 where the Carriage of Dangerous Goods and Use of Transportable Equipment Regulations 2009/1348 and/or any regulations amending or replacing the same apply, ensure that such regulations are complied with before and during delivery.
8.2 Where the Seller is delivering highly flammable Product 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 Product 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.
8.3 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.
8.4 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.
8.5 The Seller reserves the right without liability to refuse or stop a delivery or to make a partial delivery if in the Seller’s sole opinion a safe delivery cannot be made.
9.1 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.
10. RISK AND TITLE
10.1 The risk in the Product (including, but not limited to, risk of contamination) shall pass to the Customer on Delivery.
10.2 Title to any Product shall not transfer to the Customer until the Seller has received payment in cleared funds in full in respect of such Product.
10.3 Until such time as title to the Product transfers to the Customer, the Customer shall:
10.3.1 store the Product in accordance with Good Industry Practice; and
10.3.2 notify the Seller immediately if it becomes Insolvent and deliver up the Product to the Seller immediately on demand or procure access to the Premises in order for the Seller to recover the Product.
10.4 Without prejudice to Condition 10.3 above, the Customer may use or resell the Product in the ordinary course of its business if such use or resale is carried out on the Customer’s own behalf dealing as principal.
11.1 The Seller warrants to the Customer that at 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.
11.2 The Seller gives no warranty that the Product is fit for any particular purpose and the Seller shall not be liable for the Product's failure to comply with the warranty set out in Condition 11.1 if:
11.2.1 the Customer makes further use of the Product after giving notice in accordance with Condition 12.1; or
11.2.2 the defect arises as a result of the Customer’s or a third party’s failure to apply Good Industry Practice; or
11.2.3 the defect arises as a result of the Customer’s or a third party’s wilful damage, negligence or abnormal storage or storage.
11.3 The Customer warrants to the Seller that it will only use the product in accordance with Good Industry Practice. 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.
11.4 All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12. CLAIMS PROCEDURE
12.1 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.
12.2 Where any claim is made in accordance with the above provisions, the Customer shall procure access for the Seller to enter 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 the Seller shall not commingle or allow the Product to be commingled with any other product or substance unless expressly agreed otherwise between the parties.
12.3 Subject to Condition 12.2 and 11.3, if the Seller accepts the Customer’s claim, the Seller shall remove the defective Product and, at its option, replace the defective Product or refund the price of the defective Product in full.
12.4 Except as provided in this Condition 12, the Seller shall have no liability to the Customer in respect of the Product’s failure to comply with the warranties set out in Condition 11.
13. FORCE MAJEURE
13.1 Neither party shall be liable for any failure or delay in performing its obligations as a result of any Force Majeure Event.
13.2 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 its sole discretion, to allocate its available supply in a fair and equitable manner. In no event shall a Force Majeure Event release the Customer from its obligation to pay, on a timely basis, for Product that has already been delivered.
14. LIMITATION OF LIABILITY AND CUSTOMER INDEMNITY
14.1 Nothing in these Conditions shall limit or exclude the Seller’s liability for:
14.1.1 death or personal injury;
14.1.2 fraud or fraudulent misrepresentation;
14.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
14.1.4 defective products under the Consumer Protection Act 1987; or
14.1.5 any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
14.2 Subject to Condition 14.1:
14.2.1 the Seller shall under no circumstances whatsoever be liable to the Customer for any loss of profit, wasted time or overheads, loss of goodwill, loss of contracts, loss of anticipated savings, increased cost of working or any indirect or consequential loss;
14.2.2 the Seller's total liability to the Customer whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed:
14.2.3 in respect of loss or damage to physical property, £1,000,000 in relation to any one event or connected series of events; and
14.2.4 in respect of all other losses, the price paid for Product or £25,000 (whichever is the greater).
14.3 Notwithstanding any provision to the contrary, the Customer shall indemnify the Seller against all reasonable costs and expenses and/or losses sustained or incurred by the Seller (including any direct, indirect or consequential losses, loss of profit or reputation, damage to property, loss of opportunity, Taxes, professional and legal costs) which arise in connection with the Customer’s (including the Customer’s employees, subcontractors or agents) material breach of the Contract or negligence
15.1 The Customer may not assign or otherwise transfer 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.
15.2 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.
16.1 A party (the “Terminating Party”) may terminate any Contract or Order with immediate effect by giving written notice to the other party (the “Defaulting Party”) if:
16.1.1 the Defaulting Party becomes Insolvent (or if the Seller reasonably believes that the Customer is likely to become Insolvent);
16.1.2 the Customer suspends, ceases or threatens to suspend or cease to carry on all or a substantial part of its business; and/or
16.1.3 the Customer suffers a Credit Event.
16.2 Without limiting its other rights or remedies, the Seller may suspend provision of Product under any Contract without notice if the Customer becomes Insolvent or subject to a Credit Event, or the Seller reasonably believes that the Customer is about to become Insolvent or subject to a Credit Event.
16.3 Where the Seller terminates a Contract or suspends provision of Product in accordance with this Condition 16, all monies due under or in respect of the Contract shall become immediately due and payable by the Customer to the Seller.
16.4 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.
16.5 Upon termination where the Customer is the Defaulting Party, the Seller shall invoice for and the Customer shall pay the:
16.5.1 cost of, and loss incurred by the Seller in 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 reasonably determined by the Seller; and
16.5.2 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 Customer’s default and/or the Seller’s subsequent termination of the Contract or Order.
16.6 Conditions which expressly or by implication survive termination of a Contract or Order shall continue in full force and effect.
17. NEW REGULATIONS & CHANGES TO REGULATIONS
17.1 The Customer acknowledges and agrees that the Seller is entering in to each Contract in reliance on the Regulations that are in effect on the date of that Contract.
17.2 If at any time during a Contract any Regulations are changed or any new Regulations become or are due to become effective (whether by law, decree or regulation or by response to the insistence or request of any governmental or public authority or any person purporting to act therefor, and the material effect of such changed or new Regulations): (a) is not covered by any other provision of the Agreement, and (b) has or will have a material adverse economic effect on the Seller, the Seller may at any time request in writing a renegotiation of the price(s) or other pertinent terms of the Agreement. If the parties do not agree upon new price(s) or terms satisfactory to both parties within 15 days after the date of the Seller's written request, the Seller shall have the right to terminate the Agreement immediately at the end of such 15 day period without any liability to the Customer. Any Product delivered during such 15 day period shall be sold and purchased at the price(s) and on the terms applying under the Contract without any adjustment in respect of the new or changed Regulations.
18.1 Notices. Any notice issued in accordance with these Conditions shall be in writing (which for the purposes of this Condition 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.
18.2.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the other party or its affiliates, except as permitted by Condition 18.2.2.
18.2.2 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 or for the pursuit or defence of litigation. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Condition 18.2; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
18.2.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations in connection with the Contract.
18.3 Severability. If any provision or part-provision of these Conditions or 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 Condition shall not affect the validity and enforceability of the rest of these Conditions or the Contract, as applicable.
18.4 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.
18.5 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.
18.6 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 Condition shall not include email) and signed by both parties.
18.7 Governing law. The Contract, including these Conditions, any Order and any dispute or claim arising out of or in connection with them 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 and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction.