Electric Boilers
TERMS & CONDITIONS
CONDITIONS OF SALE
1. DEFINITIONS
“Buyer” means the person who accepts a quotation of the Company for the sale
of the Goods or whose order for the Goods is accepted by the Company
“Company” means Strom Limited.
“Conditions” means the terms and conditions of sale set out in this document and
any special terms and conditions agreed in writing by the Company and the Buyer
“Contract” means the contract for the purchase and sale of the Goods
“Goods” means the goods which the Company is to supply and which the Buyer
agrees to buy in accordance with these conditions
“Price” means the price for the Goods including transport and insurance (if any)
1.2 Any reference in these Conditions to any provision of a statute shall be
construed as a reference to that provision as amended re-enacted or extended at
the relevant time
1.3 The headings in these Conditions are for convenience only and shall not affect
their interpretation
2. BASIS OF SALE
2.1 The Company shall sell and the Buyer shall purchase the Goods in accordance
with:-
2.1.1 the Company’s quotation (if provided by the Company and accepted by the
Buyer); or
2.1.2 (if the Company does not submit a quotation and following a request or
purported order from the Buyer for Goods) in accordance with the Company’s offer
to the Buyer (if accepted by the Buyer) subject in either case to these Conditions,
which shall govern the Contract to the exclusion of any other terms, subject to
which any such quotation or offer is accepted, or purported to be accepted.
2.2 Any variation to these Conditions (including any special terms and conditions
agreed between the parties) shall be inapplicable unless agreed in writing by the
Company
2.3 Any advice or recommendation given by the Company or its employees or
agents to the Buyer or its employees or agents as to the storage application or use
of the Goods which is not confirmed in writing by the Company is followed or
acted upon entirely at the Buyer’s own risk and accordingly the Company shall not
be liable for any such advice or recommendation which is not so confirmed
2.4 Any typographical clerical or other error or omission in any sales literature
quotation price list acceptance of offer invoice or other document or information
issued by the Company shall be subject to correction without any liability on the
part of the Company
2.5 All specifications, drawings, particulars of weight and dimension and
performance data contained in any of the Company’s literature are approximate
only.
2.6 The Company reserves the right to improve and/or modify any specifications,
designs and dimensions without notice.
2.7 For the avoidance of doubt nothing in these Conditions or any Contract shall
confer on any third party any benefit nor the right to enforce any term of these
Conditions or any Contract whether pursuant to the Contracts (Rights of Third
Parties) Act 1999 or otherwise
3. THE PRICE AND PAYMENT
3.1 The Price shall be either:-
3.1.1 the Company’s quoted price which shall only be valid for 30 days from its date
after which time the Price may be altered by the Company and shall be subject to
the Company requoting; or
3.1.2 where no price has been quoted the Price listed in the then current price list
of the Company sent by the Company to the Buyer from time to time.
3.2 Except as otherwise stated in the Company’s quotation or in any price list of the
Company or otherwise agreed in writing between the Buyer and the Company, all
prices are given by the Company to include the Company’s charges for transport
and insurance.
3.3 The Price and any other sums payable by the Buyer to the Company is exclusive
of any applicable Value Added Tax, which the Buyer shall be additionally liable to
pay to the Company.
3.4 [Subject to any special terms agreed in writing between the Buyer and the
Company,] the Company may invoice the Buyer for the Price of the Goods on or at
any time after delivery of the Goods, [or any installment of the Goods] unless the
Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery
of the Goods, in which event the Company shall be entitled to invoice the Buyer
for the Price at any time after the Company has notified the Buyer that the Goods
are ready for collection or (as the case may be) the Company has tendered delivery
of the Goods.
3.5 Save as otherwise agreed in writing, payment of the Price and VAT shall be due
within the agreed period from the date of the invoice without deduction or set off.
Time for payment shall be of the essence
3.6 If the Buyer fails to make any payment on the due date then without prejudice
to any other right or remedy available to the Company the Company shall be
entitled to:
3.6.1 cancel the contract or suspend any further deliveries to the Buyer
3.6.2 appropriate any payment made by the Buyer to such of the Goods (or the
Goods supplied under any other contract between the Buyer and the Company) as
the Company may think fit (notwithstanding any purported appropriation by the
Buyer) and
3.6.3 charge the Buyer interest (both before and after any judgement) on the
amount unpaid at the rate of 8% per cent per annum above Barclays Bank PLC
base rate from time to time until payment in full is made (a part of a month being
treated as a full month for the purpose of calculating interest)
4. THE GOODS
4.1.1 The quantity and description of the Goods shall be as set out in the
Company’s quotation or in the Company’s offer (as the case may be); and
4.1.2 the quality and specification for the Goods shall be as set out in the
Company’s quotation or (where there is no quotation) in the Company’s literature
and brochure for the Goods in question.
4.2 The Buyer shall be responsible to the Company for ensuring the accuracy of the
terms of any order and any information supplied for the Company as to its
requirements (including but without limitation the use to which the Goods will be
put and any applicable specification) submitted by the Buyer and for giving the
Company any necessary information relating to the Goods within a sufficient time
to enable the Company to perform the Contract in accordance with its terms
4.3 If the Goods are to be manufactured or any process is to be applied to the
Goods by the Company in accordance with a specification submitted by the Buyer
the Buyer shall indemnify the Company against all losses damages costs, claims,
demands, liabilities and expenses awarded against or incurred by the Company in
connection with or paid or agreed to be paid by the Company in settlement of any
claim for infringement of any patent copyright design trade mark or other industrial
or intellectual property rights of any other person which results from the Company’s
use of the Buyer’s specification or from compliance by the Company with the
Buyer’s instructions whether express or implied.
4.4 No order which has been accepted by the Company may be cancelled by the
Buyer except with the agreement in writing of the Company and on terms that any
deposit paid shall not be repayable and that the Buyer shall indemnify the Company
in full against all loss (including loss of profit) costs (including the cost of all labour
and materials used) damages charges and expenses incurred by the Company in
carrying out any work in respect of the Goods or otherwise as a result of
cancellation
4.5 All designs, sketches, or similar articles supplied by or submitted in confidence
by the Company shall remain the property of the Company and may not be
disclosed by nor used by nor copied or otherwise reproduced by the Buyer without
the prior written consent of the Company.
5. DELIVERY OF GOODS
5.1 Unless otherwise agreed in writing the Company shall deliver the Goods to such
delivery address as is specified by the Buyer to the Company at such time as the
Goods or part thereof (as the case may be) are ready for delivery.
5.2 The Buyer shall be responsible for offloading the Goods at the delivery address
and shall advise the Company of any local or internal laws, byelaws or rules relating
to parking or loading of vehicles at the delivery address.
5.3 The Buyer shall be responsible for ensuring that access to the delivery address
is wholly by a road with a surface capable of withstanding the weight and size of
a vehicle carrying the Goods.
5.4 Any dates quoted for delivery of the Goods are approximate only and the
Company shall not be liable for any delay in delivery of the Goods howsoever
caused Time for delivery shall not be of the essence unless previously agreed by the
Company in writing The Goods may be delivered by the Company in advance of
the Delivery Date upon giving reasonable notice to the Buyer
5.5 Where the Goods are to be delivered in installments each delivery shall
constitute a separate contract and failure by the Company to deliver any one or
more of the installments in accordance with these Conditions or any claim by the
Buyer in respect of any one or more installments shall not entitle the Buyer to treat
the Contract as a whole as repudiated
5.6 If the Buyer fails for any reason whatsoever to take delivery of the Goods or fails
to give the Company adequate delivery instructions at the time stated for delivery
(otherwise than by reason any cause beyond the Buyer’s reasonable control or by
reason of the Company’s fault) then without prejudice to any other right or remedy
available to the Company the Company may:
5.6.1 store the Goods until actual delivery and charge the Buyer for the reasonable
costs (including insurance) of returning the Goods to the Company’s premises,
storage and for transport, packaging and insurance for re-delivery of the Goods; or
5.6.2 sell the Goods at the best price readily obtainable and (after deducting all
reasonable storage and selling expenses) account to the Buyer for the excess over
the Price or charge the Buyer for any shortfall below the Price
5.8 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 Buyer of handling and re-stocking charges, transport and all other
costs incurred by the Company
6. RISK AND RETENTION OF TITLE
6.1 goods supplied by the Company shall be at the Buyer’s risk immediately upon
delivery to the Buyer or into custody on the Buyer’s behalf or to the Buyer’s Order.
The Buyer 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 Buyer as hereinafter provided.
6.2 property in the goods supplied hereunder will pass to the Buyer when full
payment has been made by the Buyer to the Company for :-
6.2.1 the goods of the subject of this contract.
6.2.2 all other goods the subject to of any other contract between the Buyer and
the Company which, at the time of payment of the full price of the goods sold
under this contract, have been delivered to the Buyer but not paid for in full.
6.3 until property in the goods supplied hereunder passes to the Buyer in
accordance with paragraph (3) above.
6.3.1 the Buyer shall hold the goods in a fiduciary capacity for us and shall store
the same separately from any other goods in the Buyer’s possession and in a
manner which enables them to be identified as our goods.
6.3.2 the Buyer shall immediately return the goods to the Company should the
Companies authorised representative so request. All the necessary incidents
associated with a fiduciary relationship shall apply.
6.4 the Buyer’s right to possess the goods shall cease forthwith upon the happening
of any of the following events, namely :-
6.4.1 if the Buyer fails to make payment in full for the goods within the time
stipulated in clause 3 hereof.
6.4.2 if the Buyer, 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.
6.4.3 if the Buyer, 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.
6.5 the Buyer hereby grants to the Company an irrevocable license to enter at any
time any vehicle or premises owned or occupied by the Buyer or in the possession
of the Buyer for the purposes of repossessing and recovering any such goods the
property in which has remained in the Company under paragraph (2) above. The
Company shall not be responsible for and the Buyer will indemnify the Company
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.
6.6 notwithstanding paragraph (4) hereof and subject to paragraph (5) hereof, the
Buyer shall be permitted to sell the goods to third parties in the normal course of
business. In this respect the Buyer shall act in the capacity of the Companies
commission agent and the proceeds of such sale :-
6.6.1 shall be held in trust for us in a manner which enables such proceeds to be
identified as such, and :
6.6.2 shall not be mixed with other monies nor paid into an overdrawn bank
account. The Company, as principal, shall remunerate the Buyer as commission
agent a commission depending upon the surplus which the Buyer can obtain over
and above the sum, stipulated in this contract of supply which will satisfy the
Company.
6.7 in the event that the Buyer shall sell any of the goods pursuant to clause (5)
hereof, the Buyer shall forthwith inform the Company in writing of such sale and
of the identity and address of the third party to whom the goods have been sold.
6.8 if, before property in the goods passes to the Buyer under paragraph (3) above
the goods are or become affixed to any land or building owned by the Buyer it is
hereby agreed and declared that such affixation shall not have the effect of passing
property in the goods to the Buyer. Furthermore if, before property in the goods
shall pass to the Buyer under paragraph (3) hereof, the goods are or become affixed
to any land or building (whether or not owned by the Buyer), the Buyer shall:-
6.8.1 ensure that the goods are capable of being removed without material injury
to such land or building.
6.8.2 take all necessary steps to prevent title to the goods from passing to the
landlord of such land or building.
6.8.3 forthwith inform the Company in writing of such affixation and of the
address of the land or building concerned. The Buyer 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 the Company against all loss damage or
liability the Company may incur or sustain as a result of affixation or removal.
6.9 in the event that, before property in the goods has passed to the Buyer under
paragraph (3) hereof, the goods or any of them are lost, stolen, damaged or
destroyed :-
6.9.1 the Buyer shall forthwith inform the Company in writing of the fact and
circumstances of such loss, theft, damage or destruction.
6.9.2 the Buyer shall assign to the Company the benefit of any insurance claim in
respect of the goods so lost, stolen, damaged or destroyed.
7. WARRANTIES AND LIABILITY -FOR PRODUCTS INSTALLED IN THE UK ONLY
7.1 Subject to the following provisions, the Company warrants that the Goods will
be free from defects in material and workmanship for a period of 24 months from
their delivery to the Buyer, unless a period of different duration is specified in the
product installation instructions in respect of that product and/or its specific
warranty terms, or specified components thereof.
7.2 The warranty in clause 7.1 is given by the Company subject to the following
conditions:
7.2.1 the Company shall be under no liability in respect of any defect in the Goods
arising from any information drawing design or specification supplied by the Buyer.
7.2.2 the Company shall be under no liability in respect of any defect arising from
fair wear and tear willful damage negligence abnormal working conditions failure
to follow the Company’s instructions (whether oral or in writing) misuse or
alteration or repair of the Goods without the Company’s approval
7.2.3 the Company shall not be liable for any consequential damage(s) occurred to
the Buyer, or the Buyer’s customer’s property, caused by failure of the Company’s
Goods. Any such costs incurred shall be claimed by the Buyer or the Buyer’s
customer’s insurance party.
7.2.4 the above warranty does not extend to parts materials equipment not
manufactured by the Company in respect of which the Buyer shall only be entitled
to the benefit of any such warranty or guarantee as is given by the manufacturer
to the Company.
7.3 The Buyer shall not make any statement or representation or give any warranty
to any third party in respect of any Goods other than in the terms made or given
by the Company to the Buyer in these Conditions nor shall the Buyer have any
authority to commit the Company to provide any service in relation to the Goods.
The Buyer shall indemnify the Company against all losses, damages, costs, claims,
demands, liabilities and expenses incurred or suffered by the Company in respect
of or arising out of any such statement, representation or warranty made or given
by the Buyer in contravention of this clause.
7.4 The Company’s liability to the Buyer for -
7.4.1 death or injury resulting from its own or that of its employees’ agents’ or
subcontractors’ negligence; and
7.4.2 damage suffered by the Buyer as a result of any breach of the obligations
implied by Section 12 of The Sale of Goods Act 1979 shall not be limited
7.5 Subject as expressly provided in these Conditions all other warranties conditions
or terms whether implied by statute or common law or otherwise are hereby
excluded
7.6 If the Company fails to deliver the Goods for any reason other than any cause
beyond the Company’s reasonable control or the Buyer’s fault then the Company
shall only be liable to the Buyer for and the Company’s liability shall be limited to
the excess (if any) of the cost to the Buyer (in the cheapest available market) of
similar goods to replace those not delivered over the Price of the Goods
7.7 The Buyer shall examine all Goods delivered forthwith following delivery. Any
claim by the Buyer which is based on any defect in the quality or condition of the
Goods or their failure to correspond with specification shall (whether or not delivery
is refused by the Buyer) be notified to the Company within 7 days from the date of
delivery or (where the defect or failure was not apparent on reasonable inspection)
within a reasonable time after discovery of the defect or failure If delivery is not
refused and the Buyer does not notify the Company accordingly the Buyer shall not
be entitled to reject the Goods and the Company shall have no liability for such
defect or failure and the Buyer shall be bound to pay the Price as if the Goods had
been delivered in accordance with the Contract In no event shall the Buyer be
entitled to reject the Goods on the basis of any defect or failure which is so slight
that it would be unreasonable for the Buyer to reject them
7.8 The Company shall be entitled to examine any Goods which are the subject of
any claim by the Buyer and to remove such Goods or any part thereof for testing.
No tests carried out by the Buyer will be recognised by the Company unless carried
out strictly in accordance with a method previously agreed by the Company as
being suitable for the purpose.
7.9 Where any valid claim in respect of any of the Goods which is based on any
defect in the quality or condition of the Goods or their failure to meet specification
is notified to the Company in accordance with these Conditions the Company shall
be entitled to repair or replace the Goods (or the part in question) free of charge
or at the Company’s sole discretion refund to the Buyer the Price (or a
proportionate part of the Price) but the Company shall have no further liability to
the Buyer.
7.10 Where failed Goods are returned to the Company and subsequently found to
have no fault found or failed due to reason(s) outside these terms and conditions,
the Company reserves the right to claim any subsequent costs entailed, from the
Buyer.
7.11 Without prejudice to the provisions of clauses 7.5, 7.6, 7.7, 7.9 and 7.10 the
entire liability of the Buyer under or in connection with the Contract shall not
exceed the Price of the Goods.
7.12 The Company shall not be liable to the Buyer or be deemed to be in breach
of the contract by reason of any delay in performing or any failure to perform any
of the Company’s obligations in relation to the Goods if the delay or failure was due
to any cause beyond the Company’s reasonable control Without limiting the
foregoing, the following shall be regarded as causes beyond the Company’s
reasonable control:
7.12.1 act of god, explosion, flood, tempest, or inclement weather, fire or accident;
7.12.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
7.12.3 acts, restrictions, regulations, by-laws, prohibitions or measures of any kind
on the part of any Governmental, Parliamentary or Local Authority;
7.12.4 imports or exports, regulations or embargos;
7.12.5 strikes, lockouts or other industrial action or trade disputes (whether
employees of the Company or of a third party);
7.12.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
7.12.7 power failure, failure of tele-communications lines, failure or breakdown of
plant, machinery or vehicles;
7.12.8 theft or malicious damage;
7.12.9 defaults for any reason whatsoever of suppliers or sub-contractors of the
Company;
7.12.10 incompleteness or inaccuracy of any technical information which it is the
responsibility of the Buyer to provide
8. INSOLVENCY OF THE BUYER
8.1 This clause applies if:
8.1.1 the Buyer makes any composition or voluntary arrangement with its creditors
(being an individual or firm) becomes bankrupt or (being a company) becomes
subject to an administration order or seeks an out of court route into administration
or goes into liquidation (otherwise than for the purposes of amalgamation or
reconstruction) or a moratorium comes into force in respect of the Buyer (within
the meaning of the Insolvency Act 1986); or
8.1.2 an encumbrancer takes possession or a receiver or manager or administrative
receiver or administrator is appointed of any of the property or assets of the buyer;
or
8.1.3 the Buyer ceases or threatens to cease to carry on business or
8.1.4 the Company reasonably apprehends that any of the events mentioned above
is about to occur in relation to the Buyer and notifies the Buyer accordingly
8.2 If this clause applies then without prejudice to any other right or remedy
available to the Company the Company shall be entitled to stop any Goods in
transit, cancel the Contract or suspend any further deliveries under the Contract
without any liability to the Buyer and if the Goods have been delivered but not paid
for the Price shall become immediately due and payable notwithstanding any
previous agreement or arrangement to the contrary
9. HEALTH AND SAFETY INFORMATION
The Buyer agrees and undertakes with the Company to ensure that the provisions
of all instruction manuals including health and safety instructions and any other
information or document relating to the use of the Goods provided by the
Company with the Goods are fully implemented so as to ensure so far as is
reasonably practicable that the Goods will be safe and without risk to health at all
times, when it is being installed, used, cleaned or maintained by a person at work
and that all such manuals instructions or documents remain with the Goods.
10. GENERAL
10.1 The Contract is personal to the Buyer which may not assign or dispose of any
of its rights or obligations or otherwise delegate any of its obligations under the
Contract without the written consent of the Company.
10.2 The Company shall be entitled to assign its rights and obligations under the
Contract and to sub-contract or otherwise delegate any of its obligations under the
Contract.
10.3 Any notice required or permitted to be given by either party to the other under
these Conditions shall be in writing including a facsimile addressed to that other
party at is registered office or principal place of business or such other address as
may at the relevant time have been notified pursuant to this provision to the party
giving the notice and shall be deemed to have been received by the party to whom
it was addressed, if sent by facsimile upon its transmission if during a normal
business day and otherwise on the next business day and if sent by post, 72 hours
after posting.
10.4 No waiver by the Company of any breach of the Contract by the Buyer shall
be considered as a waiver of any subsequent breach of the same or any other
provision 10.5 If any provision of these Conditions is held by a Court or other
competent authority to be invalid or unenforceable in whole or in part the validity
of the other provisions of these Conditions and the remainder of the provision in
question shall not be affected thereby
10.6 The Contract and these Conditions shall be governed by the laws of England
10.7 The parties hereby submit to the non-exclusive jurisdiction of the English
courts
10.8 The Buyer shall indemnify the Company for all costs and damages, including
attorneys’ fees, suffered by the Company as a result of the Buyers actual or
threatened breach of these terms and conditions.
11. INFORMATION
The Company will provide the Buyer on request with information as to the proper
and safe use of the Goods and the Buyer shall at all times obey and comply with
the Company’s instructions or other information relating to the use of the Goods
Specific product warranty terms are available on request.
