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of three years from the date of delivery Gledhill will replace, free of charge, any plate heat exchanger fitted in
the appliance as original equipment in which scale formation occurs that materially reduces the effectiveness
of the plate heat exchanger. This guarantee does not extend to any other component installed within the
Gledhill appliance or elsewhere in the Purchasers domestic water system.
9.4.
9.4.1. In respect of goods supplied by us and in respect of any installation work carried out by or on our behalf, our
entire liability and the purchaser’s sole remedies (subject to the Guarantees) shall be as follows:-
(a) We accept liability for death or personal injury to the extent that it results from our negligence or that of
our employees
(b) Subject to the other provisions of this clause 9 we accept liability for direct physical damage to tangible
property to the extent that such damage is caused by our negligence or that of our employees, agents or
subcontractors.
(c) Our total liability to the purchaser over and above any liability to replace under the Guarantees (whether
in contract or in tort including negligence) in respect of any one cause of loss or damage claimed to result
from any breach of our obligations hereunder, shall be limited to actual money damages which shall not
exceed £20,000 provided that such monetary limit shall not apply to any liability on the part of ourselves
referred to in paragraph (a) above
(d) Except as provided in paragraph (a) above but otherwise not withstanding any provision herein contained
in no event shall we be liable for the following loss or damage howsoever caused and even if foreseeable
by us or in our contemplation:-
(i) economic loss which shall include loss of profits, business revenue, goodwill or anticipated savings
(ii) damages in respect of special indirect or consequential loss or damage (other than death, personal
injury and damage to tangible property)
(iii) any claim made against the purchaser by any other party (save as expressly provided in paragraph (b)
above)
(e) Except in respect of our liability referred to in paragraph (a) above no claim may be made or action
brought (whether in contract or in tort including negligence) by the purchaser in respect of any goods
supplied by us more than one year after the date of the invoice for the relevant goods.
(f) Without prejudice to any other term we shall not be liable for any water damage caused directly or
indirectly as a result of any leak or other defect in the goods. We cannot control the conditions of use of
the goods or the time or manner or location in which they will be installed and the purchaser agrees to
be fully responsible for testing and checking all works which include the goods at all relevant times (up
to, including and after commissioning) and for taking all necessary steps to identify any leaks and prevent
any damage being caused thereby.
(g) Nothing in these Conditions shall confer on the purchaser any rights or remedies to which the purchaser
would not otherwise be legally entitled
10. LOSS OR INJURY
Notwithstanding any other provision contained herein the purchaser’s hereby agree to fully indemnify us against
any damages losses costs claims or expenses incurred by us in respect of any claim brought against us by any third
party for:-
(a)
any loss injury or damage wholly or partly caused by any goods supplied by us or their use.
(b)
any loss injury or damage wholly or partly caused by the defective installation or substandard workmanship
or materials used in the installation of any goods supplied by us.
(c)
any loss injury or damage in any way connected with the performance of this contract.
(d)
any loss resulting from any failure by the purchaser to comply with its obligations under these terms as to
install and/or check works correctly.
PROVIDED
that this paragraph will not require the purchaser to indemnify us against any liability for our own acts
of negligence or those of our employees agents or sub-contractors
FURTHER
in the case of goods supplied by us which are re-sold and installed by a third party by the purchaser it will
be the sole responsibility of the purchaser to test the goods immediately after their installation to ensure that inter
alia they are correctly installed and in proper working order free from leaks and are not likely to cause any loss injury
or damage to any person or property.
11. VARIATION OF WARRANTY AND EXCLUSION
Should our warranty and exclusion be unacceptable we are prepared to negotiate for variation in their terms but
only on the basis of an increase in the price to allow for any additional liability or risk which may result from the
variation.
Purchasers are advised to insure against any risk or liability which they may incur and which is not covered by our
warranty.
12. RISK AND RETENTION OF TITLE
(a)
goods supplied by us shall be at the Purchaser’s risk immediately upon delivery to the Purchaser or into
custody on the Purchaser’s behalf or to the Purchaser’s Order. The Purchaser shall effect adequate insurance
of the goods against all risks to the full invoice value of the goods, such insurance to be effective from the time
of delivery until property in the goods shall pass to the Purchaser as hereinafter provided.
(b)
property in the goods supplied hereunder will pass to the Purchaser when full payment has been made by the
Purchaser to us for :-
(i) the goods of the subject of this contract.
(ii) all other goods the subject to of any other contract between the Purchaser and us which, at the time of
payment of the full price of the goods sold under this contract, have been delivered to the Purchaser but
not paid for in full.
(c)
until property in the goods supplied hereunder passes to the Purchaser in accordance with paragraph (2)
above.
(i) the Purchaser shall hold the goods in a fiduciary capacity for us and shall store the same separately from
any other goods in the Purchaser’s possession and in a manner which enables them to be identified as our
goods.
(ii) the Purchaser shall immediately return the goods to us should our authorised representative so request.
All the necessary incidents associated with a fiduciary relationship shall apply.
(d)
the Purchaser’s right to possess the goods shall cease forthwith upon the happening of any of the following
events, namely :-
(i) if the Purchaser fails to make payment in full for the goods within the time stipulated in clause 4 hereof.
(ii) if the Purchaser, not being a company, commits any act of bankruptcy, makes a proposal to his or her
creditors for a compromise or does anything which would entitle a petition for a Bankruptcy Order to be
presented.
(iii) if the Purchaser, being a company, does anything or fails to do anything which would entitle an
administrator or an administrative receiver or a receiver to take possession of any assets or which would
entitle any person to present a petition for winding up or to apply for an administration order.
(e)
the Purchaser hereby grants to us an irrevocable licence to enter at any time any vehicle or premises owned
or occupied by the Purchaser or in the possession of the Purchaser for the purposes of repossessing and
recovering any such goods the property in which
has remained in us under paragraph (2) above. We
shall not be responsible for and the Purchaser will
indemnify us against liability in respect of damage
caused to any vehicle or premises in such repossession
and removal being damaged which it was not
reasonably practicable to avoid.
(f)
notwithstanding paragraph (3) hereof and subject to
paragraph (7) hereof, the Purchaser shall be permitted
to sell the goods to third parties in the normal course
of business. In this respect the Purchaser shall act
in the capacity of our commission agent and the
proceeds of such sale :-
(i) shall be held in trust for us in a manner which
enables such proceeds to be identified as such,
and :
(ii) shall not be mixed with other monies nor paid into
an overdrawn bank account.
We, as principal, shall remunerate the Purchaser as
commission agent a commission depending upon
the surplus which the Purchaser can obtain over and
above the sum, stipulated in this contract of supply
which will satisfy us.
(g)
in the event that the Purchaser shall sell any of the
goods pursuant to clause (6) hereof, the Purchaser
shall forthwith inform us in writing of such sale and
of the identity and address of the third party to whom
the goods have been sold.
(h)
if, before property in the goods passes to the
Purchaser under paragraph (2) above the goods are or
become affixed to any land or building owned by the
Purchaser it is hereby agreed and declared that such
affixation shall not have the effect of passing property
in the goods to the Purchaser. Furthermore if, before
property in the goods shall pass to the Purchaser
under paragraph (2) hereof, the goods are or become
affixed to any land or building (whether or not owned
by the Purchaser), the Purchaser shall:-
(i) ensure that the goods are capable of being removed
without material injury to such land or building.
(ii) take all necessary steps to prevent title to the
goods from passing to the landlord of such land
or building.
(iii) forthwith inform us in writing of such affixation
and of the address of the land or building
concerned.
The Purchaser warrants to repair and make good
any damage caused by the affixation of the goods
to or their removal from any land or building and
to indemnify us against all loss damage or liability
we may incur or sustain as a result of affixation or
removal.
(i) in the event that, before property in the goods
has passed to the Purchaser under paragraph (2)
hereof, the goods or any of them are lost, stolen,
damaged or destroyed :-
(ii) the Purchaser shall forthwith inform us in writing
of the fact and circumstances of such loss, theft,
damage or destruction.
(iii) the Purchaser shall assign to us the benefit of any
insurance claim in respect of the goods so lost,
stolen, damaged or destroyed.
13. NON-PAYMENT
If the Purchaser shall fail to make full payment for the goods
supplied hereunder within the time stipulated in clause 4
hereof or be in default of payment for any other reason then,
without prejudice to any of our other rights hereunder, we
shall be entitled to stop all deliveries of goods and materials
to the Purchaser, including deliveries or further deliveries of
goods under this contract. In addition we shall be entitled
to terminate all outstanding orders.
14. VALUE ADDED TAX
All prices quoted are exclusive of Value Added Tax which
will be charged at the rate ruling at the date of despatch of
invoice.
15. TRADE SALES ONLY
We are only prepared to deal with those who are not
consumers within the terms of the Unfair Contract Terms
Act 1977, the Sale of Goods Act 1979 and the Supply of
Goods and Services Act 1982. Accordingly any person who
purchases from us shall be deemed to have represented that
he is not a consumer by so purchasing.
16. JURISDICTION
The agreement is subject to English law for products
delivered in England and Scottish law for products delivered
in Scotland and any dispute hereunder shall be settled in
accordance therewith dependent upon the location.
Gledhill
(Water Storage)
Ltd
AMD. JUNE 2008
CONDITIONS OF SALE & GUARANTEE TERMS
1.
Gledhill (Water Storage) Ltd (“We” or “Gledhills”) only do business upon the Conditions which appear below
and no other. Unless we so agree in writing these Conditions shall apply in full to any supply of goods by us to
the exclusion of any Conditions or terms sought to be imposed by any purchaser. These Conditions of Sale and
Warranty Terms override those which are contained on the Invoice Forms and all Sales are now subject to these
Conditions of Sale and Warranty terms only.
2.
PRICE
Once an order or call off has been accepted the price will be held for three months
but if delivery is extended
beyond that period at the customer’s request, then we reserve the right to amend the price when necessary.
The company reviews its pricing annually to adjust for changes in our cost base. We reserve the right to alter prices
at any time for severe movements in raw materials (mainly copper and steel). If there is to be a change we will give
customers at least four weeks notice but anything delivered after that date will be at the revised price. An order
may not be cancelled or varied after acceptance without the written consent of the company. Such cancellation or
variation shall be subject to such reasonable charges as may be appropriate.
3.
SPECIFICATION
The goods are supplied in accordance with the Specifications (if any) submitted to the Purchaser and any additions
and alterations shall be the subject of an extra charge. Any goods not so specified shall be in accordance with our
printed literature or the literature of any of our component suppliers (subject to any modifications made since
publication). If we adopt any changes in construction or design of the goods, or in the specification printed in our
literature, the Purchaser shall accept the goods so changed in fulfilment of the order.
4.
PAYMENT
The invoice price of goods shall be payable within 30 days of despatch by us of our invoice for the goods or such
longer time as may be stated by our quotation or invoice. If we receive payment in full on or before the due date we
will allow an appropriate settlement discount except where we have quoted a special net price. If payment is not
received in full on or before the due date we shall be entitled in addition to the invoice price to:
(i)
payment of a sum equal to any increase in the copper price supplement applicable to the particular goods
sold between the date of receipt of order and the date of receipt of payment in full; and
(ii)
interest on any part of the invoice price unpaid after the due date at the rate of 3% per annum over the base
rate for the time being of HSBC Bank plc.
5.
TIME
We give estimates of delivery dates in good faith and time of delivery is not nor shall be made of the essence of any
contract nor shall we be liable for any loss or damage occasioned by delay in delivery.
6.
DELIVERY
We deliver free normally by our own vehicles within 25 miles of any of our manufacturing depots. Delivery to any
place more than 25 miles from one of our manufacturing depots may be subject to our quoted delivery charges. We
reserve the right to make delivery of goods contained in one order by more than one consignment and at different
times. Where a period is agreed for delivery and such period is not extended by our Agreement, the Purchaser shall
take delivery within that period. If the Purchaser fails to take delivery, we shall be entitled at the Purchaser’s risk and
expense to store the goods at the Purchaser’s premises or elsewhere and to demand payment as if they had been
despatched. Off loading at point of delivery shall be the responsibility of and be undertaken by the Purchaser.
7.
SHORTAGES OR DAMAGE
Goods must be inspected before signature of delivery note and any damage, shortage or discrepancy noted on the
delivery note and the goods returned on the same vehicle. The buyer must also give us immediate written notice of
the damage, shortage or discrepancy so that we may prompt investigation.
8.
RETURN OF GOODS
Goods may not be returned to the Company except by prior written permission of an authorised officer of the
Company and such return shall be subject to payment by the Purchaser of handling and re-stocking charges,
transport and all other costs incurred by the Company.
9.
COMPANY LIABILITY AND GUARANTEE
9.1. Subject to the terms of these Conditions of Sale and Guarantee Terms Gledhills provide Guarantees in respect
of specific products as set out in this clause.
9.2. Each Guarantee is strictly conditional upon the following:-
9.2.1. Complaints must be given to us immediately, before any action is taken, as responsibility cannot be accepted
if repairs or renewals are attempted on site without our written approval.
9.2.2. The unit has been installed in accordance with our installation and service instructions and all relevant codes
of practice and regulations in force at the time of installation.
9.2.3. All necessary inlet controls and safety valves have been fitted correctly.
9.2.4. The unit has only been used for the storage of potable water supplied from the public mains.
9.2.5 Where appropriate the unit has been regularly maintained as detailed in the installation and service
instructions
9.2.6. Defects caused by corrosion or scale deposits are not covered by any Guarantee.
9.2.7. Where we agree to rectify any defect we reserve the right to undertake the work on our own premises.
9.3. Guarantees are provided in respect of specified goods supplied by Gledhills as follows:-
(a) Domestic and Commercial Open Vented Cylinders and Tanks.
The copper storage vessel is guaranteed for ten years and if it proves to be defective either in materials or
workmanship, we will either repair or supply replacement at our option with the closest substitute in the case
of any obsolete product to any address in Great Britain.
(i) free of all charge during the first year after delivery by us.
(ii) thereafter at a charge of one-tenth of the then current list price and any copper price supplement and
delivery charge during the second year after delivery by us and increasing by a further one-tenth on the
second and subsequent anniversary of delivery by us.
(b) Domestic Mains Fed Products [Primary Stores]
The copper storage vessel is guaranteed for five years and if it or any integral pipework as part of the storage
vessel assembly proves to be defective either in materials or workmanship, we reserve the right to either
repair or supply replacements or the closest possible substitute in the case of any obsolete product and will
collect and deliver to any address in England, Wales and Scotland (excluding all Scottish Islands).
(i) free of all charge during the first year after delivery by us.
(ii) thereafter at a charge of one-fifth of the then current list price or any copper price supplement and
delivery charge during the second year after delivery by us increasing by a further one-fifth on the second
and subsequent anniversary of delivery by us.
(c) Integrated Boiler and Storage Vessel Products and Stand Alone Boilers
In the case of the GulfStream range of products and the Gledhill boiler range of products, Gledhill guarantees
the heat exchanger (boiler) for material and construction faults for two years. THE RESPONSIBILITY FOR THE
EXECUTION OF THIS GUARANTEE LIES WITH THE INSTALLER.
The guarantee becomes null and void if the appliance is used incorrectly, or in the event of proven negligence
or incorrectly implemented repairs
OR FAILURE TO CARRY OUT THE RECOMMENDED INSPECTION/
MAINTENANCE
. The guarantee also becomes null and void if changes are made to the appliance without our
knowledge, or if the serial number on the appliance is removed or made illegible.
The annual service must be carried out by a competent
installer in accordance with the advice given by
Gledhill and using Gledhill approved parts.
(d) Stainless Steel Unvented Cylinders
Gledhill guarantee the components including controls,
valves and electrical parts for two years from the date
of purchase. IT SHOULD BE NOTED THAT THE FACTORY
FITTED TEMPERATURE AND PRESSURE RELIEF VALVE
MUST NOT BE REMOVED OR ALTERED IN ANY WAY
OR THE GUARANTEE WILL NOT BE VALID. GLEDHILL
WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL
LOSS OR DAMAGE HOWEVER IT IS CAUSED.
The guarantee for the stainless steel vessel is for
twenty five years if the original unit is returned to us
AND PROVIDED THAT:
(i) It has been installed as per the Design, Installation
& Servicing Instructions, relevant standards,
regulations and codes of practice.
(ii) It has not been modified, other than by Gledhill.
(iii) It has not been subjected to wrong or improper
use or left uncared for.
(iv) It has only been used for the storage of potable
water.
(v) It has not been subjected to frost damage.
(vi) The benchmark log book is completed after each
annual service.
(vii) The unit has been serviced annually.
It should be noted that the guarantee does not cover:
-
the effects of scale build up
-
any labour charges associated with replacing the
unit or parts.
If the stainless steel vessel proves to be defective
either in materials or workmanship we reserve the
right to either repair or supply replacements or the
closest possible substitute in the case of any obsolete
product and will collect and deliver to any address in
England, Scotland and Wales (excluding all islands):
(i) free of charge during the first year after delivery by us.
(ii) thereafter at a charge of one twenty fifth of the
then current list price during the second year
after delivery by us and increasing by a further
one twenty fifth on the second and subsequent
anniversary of delivery by us.
ACTION IN THE EVENT OF FAILURE
If the stainless steel cylinder develops a leak we will
ask for a deposit against the supply of a new one. This
will be refunded if the failure is within the terms of the
warranty when it has been examined by us.
(e) Solar Panels and ancillary equipment
Gledhill provides a five year warranty for defects in
the collectors (except broken glass and collector
accessories eg metal edgings). If the collector
demonstrably fails to meet one of the requirements of
the standard DIN 4757 part 3 we will replace it free of
charge based on the date of invoice. We can not be
responsible for damage caused by mechanical stress
and/or changes caused by weather related influences.
The warranty excludes minor surface damage that
does not affect performance or malfunction due to
improper assembly or installation.
Please note:
-
Installation must have been carried out by a
licensed specialized company (heating contractor
or plumber) following the version of installation
instructions in force.
-
Gledhill or its representative was given the
opportunity to check complaints on site
immediately after any defect occurred.
-
Confirmation exists that the system was
commissioned properly and that the system
was checked and maintenance was performed
annually by a specialised company licensed for
this purpose.
(f) Components of our products other than
Storage Vessels and Integral Pipework.
We will either extend to the purchaser the same terms
of warranty as we are given by the manufacturer of
the component or if the manufacturer does not give
any warranty, replace free of charge any component
which becomes defective within two years after the
date of the delivery by us and is returned to us at the
purchaser’s expense but we shall not meet the cost of
removal or shipping or return of the component or
any other cost charges or damages incurred by the
purchaser.
If the appliance manufactured by Gledhill incorporates
a factory fitted scale inhibitor then during the period
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