Millers Oils Limited - Terms of Sale
October 2017 Edition 1
1. Definitions
1.1. In these terms, "Business Day" means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
"Buyer" means the person, firm or company whose details are set out in a Quotation or shown in an Order (as the case may be); "Contract" means the
contract between the Seller and the Buyer in relation to the supply of the Goods or Services from the Seller to the Buyer; "Goods" means the goods to
be supplied by the Seller to the Buyer as set out in a Quotation or shown in an Order (as the case may be); "Group Company" means in respect of
either party, any subsidiary or holding company of either party as such terms are defined by Section 1159 of the Companies Act 2006; "Order" means
an order sent to the Seller by the Buyer; "Order Confirmation" means a written confirmation acknowledging the Order; "Premises" means Hillside
Oil Works, Rastrick, HD6-3DP; "Quotation" means a quotation issued by the Seller and accepted by the Buyer by way of submission of an Order;
"Seller" means Millers Oils Limited (Registered Number : 00137671) whose registered office is at Hillside Oil Works, Rastrick Common, Brighouse,
West Yorkshire, HD6 3DP or any Group Company of Millers Oils Limited to which an Order is sent and "Services" means oil filtration and oil
sampling services as set out in the Order Confirmation.
2. Basis of Sale
2.1. An Order shall be accepted entirely at the discretion of the Seller on the basis of these terms as amended from time to time. The Buyer’s order will be
accepted on the earlier of (1) an Order Confirmation issued by the Seller; (2) on delivery of the Goods to the delivery address shown in the Order; (3)
upon collection of the Goods by the Buyer from the Seller’s Premises; at which point and on which date the Contract shall come into existence.
Acceptance is subject to the receipt by the Seller, of satisfactory results following credit checks.
2.2. Each Order which is accepted by the Seller shall constitute a separate legally binding contract between the Seller and the Buyer.
2.3. The Seller shall supply the Services to the Buyer in accordance with the Order Confirmation and shall use all reasonable endeavours to meet any dates
for the Services specified in the Order Confirmation, but any such dates shall be estimates only and time shall not be of the essence for the performance
of the Services.
2.4. Subject to any variation under clause 2.5 below, the Contract shall be on these terms to the exclusion of all other terms that the Buyer seeks to impose
or incorporate or which are implied by trade, custom, practice or course of dealing.
2.5. No addition, alteration or substitution of these terms (including any terms proposed by the Buyer to the Seller whether in an Order or otherwise) will
bind the Seller or form any part of any contract unless they are expressly accepted in writing by a person authorised to sign on the Seller's behalf such
as a Director or Credit Control.
2.6. The Seller's employees or agents are not authorised to make any representation with regard to the subject matter of the Contract unless authorised by a
member of the Board. In entering into the Contract, the Buyer acknowledges that if it relies on any representation, advice or recommendation given by
the Seller, its employees or agents to the Buyer as to the use of the Goods and/or Services, it does so entirely at the Buyer's own risk.
3. Price and Payment
3.1. The price for the supply of the Goods and/or Services shall be the Seller's price as set out in the Quotation or the Seller's notified price, current at the
date of acceptance of the Order (as the case may be). Any quotation given to the Buyer by the Seller, is not an offer and is only valid for such period
stated therein, or in the absence of any stated period, for 30 (thirty) days only from its date of issue, after which it may be altered by the Seller without
giving notice to the Buyer.
3.2. The Seller reserves the right by giving notice in writing to the Buyer at any time before delivery, to increase the price for the Goods and/or Services, to
reflect any increase in cost to the Seller which is beyond the control of the Seller (including, without limitation, any foreign exchange fluctuations,
currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture), any change in delivery
dates, quantities or specification requested by the Buyer, or which is due to any failure by the Buyer to give the Seller adequate information or
instructions.
3.3. All prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller's premises, the
Buyer shall (unless otherwise agreed by the Seller) be liable to pay the Seller's charges for transport, packaging and insurance.
3.4. The price of the Goods and/or Services is exclusive of any applicable value added tax, which the Buyer shall pay to the Seller in addition.
3.5. The Seller shall be entitled to invoice the Buyer for the price of the Goods and/or Services at any time following delivery or collection of the Goods or
the provision of Services, unless the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the
Buyer for the full amount at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller
has tendered delivery of the Goods.
3.6. The Buyer shall pay the price for the Goods and/or Services on or before the 30th day of the month following the month of invoice (30EOM) for the
Goods and/or Services (unless otherwise agreed in writing) and the Seller shall be entitled to recover the price notwithstanding that title in the Goods
has not passed to the Buyer.
3.7. The time of payment for the price of the Goods is of the essence of the Contract. The Buyer shall not be able to withhold payment for the price of the
Goods in the event that the invoice does not include the Buyer's order number or similar information.
3.8. If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be
entitled to:
3.8.1. terminate the Contract or suspend any further deliveries to the Buyer;
3.8.2. appropriate any payment made by the Buyer to such Goods supplied under any contract between the Buyer and the Seller, as the Seller may
think fit notwithstanding any purported appropriation by the Buyer; and
3.8.3. claim interest and/or compensation for reasonable debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 as
amended and supplemented by the Late Payment of Commercial Debts Regulations 2002 or any other regulations from time to time.
3.9. In the event that the Seller is, for whatever reason, unable to claim interest and/or compensation under the Late Payment of Commercial Debts
(Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002 or any other regulations from time to
time, the Seller reserves the right to charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of 2% above the
base lending rate of National Westminster Bank plc in force at that time, accruing on a daily basis until payment is made in full.
3.10. In the event that the Buyer submits a cheque or other payment in respect of the Seller's invoice and such cheque or other payment is subsequently
dishonoured or rejected by the bank of either the Seller or the Buyer, the Seller may (notwithstanding the rights granted to the Seller pursuant to clauses
3.8 and 3.9 hereof or any other remedies available to the Seller) recover any additional costs, charges or expenses incurred by it in relation to such
cheque or other payment from the Buyer which the Buyer agrees to pay immediately upon request.
3.11. All payments payable to the Seller under this Contract shall become due immediately on its cancellation by the Seller despite any other provision.
3.12. The Seller may at any time, without notice to the Buyer, set off any liability of the Buyer to the Seller or any Group Company of the Seller, against any
liability of the Seller or any Group Company of the Seller to the Buyer, whether any such liability is present or future (howsoever arising), liquidated or
unliquidated, under this Contract or not. For the avoidance of doubt, this right of set off shall apply to monies held by the Seller by way of deposit in
accordance with clauses 5.10 and 5.11. Any exercise by Seller of its rights under this clause shall be without prejudice to any other rights or remedies
available to it under this Contract or otherwise.
3.13. The Seller may provide a credit facility to the Buyer upon request and in doing so, the Buyer agrees to the Seller carrying out credit checks with
reputable credit reference agencies. Credit facilities are subject to satisfactory credit checks and the Seller reserves the right to withdraw or amend
credit facilities at any time.
4. Specification
4.1. The Buyer will check that the terms of any Order including the Order Confirmation issued by the Seller, and any specification submitted by the Buyer,
are correct and accurate. In particular, the price and quantity of the Goods should be checked immediately as these may fluctuate.
4.2. The quantity, quality, description of and any specification for the Goods and/or Services shall be as expressly set out in the Quotation or as otherwise
notified to the Buyer by the Seller (as the case may be) and no other specification or any other material shall form part of or be incorporated by
reference into the Contract unless expressly agreed otherwise in writing by the Seller.
4.3. The Seller reserves the right to make changes in the specification of the Goods and/or Services which are required to conform to any applicable
statutory or regulatory requirements and which do not materially affect quality or performance.
4.4. If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the
Buyer, the Buyer shall indemnify the Seller against all losses, liabilities, damages, costs and expenses suffered, awarded against or incurred by the
Seller in connection with any claim made against the Seller for actual or alleged infringement of any patent, copyright, design, trade mark or other
industrial or intellectual property rights of any other person which result from the Seller's use of the Buyer's specification. Clause 4.4 shall survive
termination of the Contract and remain in full force and effect.
4.5. The Buyer warrants that any drawing, design, instruction or specification given to the Seller by or on its behalf shall not infringe any intellectual
property rights of any third party. The Buyer acknowledges that all intellectual property rights in any documents produced by the Seller shall be owned
by the Seller.
4.6. If, as a result of any breach of third party intellectual property rights caused due to the Seller's compliance with the Buyer's instructions, the Seller is
obliged to pay any additional cost or royalty in order to supply the Goods and/or Services, the Seller shall be entitled to increase the price payable by
the Buyer by the amount thereof and the Seller shall pay the same in accordance with the terms of clause 3.
5. Delivery
5.1. Delivery of the Goods and/or supply of the Services shall be made by the Seller (or carrier) to the Buyer’s premises or an alternative address as agreed
by the Seller, or, Goods may be collected by the Buyer from the Brighouse Trade Counter, or subsequent Depot in Glasgow.
5.2. Time for delivery shall not be of the essence of the Contract and any date quoted for delivery of the Goods is approximate only and the Seller shall not
be liable for any delay in delivery or supply however caused.
5.3. The Seller may deliver the Goods in advance of the quoted date upon giving reasonable notice to the Buyer.
5.4. Where delivery of the Goods is to be made by the Seller in bulk, the Seller reserves the right to deliver up to 10% (ten per cent) more or 10% (ten per
cent) less than the quantity ordered and make a proportional reduction or increase (as the case may be) in the price of such Goods which the Buyer
agrees to pay. The Seller shall not be liable under the Contract or otherwise to the Buyer for any reduction in quantity delivered when compared
against the quantity ordered by the Buyer.
5.5. The Seller shall not in any way be responsible for checking or testing the Buyer’s tank. Any tank into which Goods are to be delivered shall have
sufficient capacity to hold the quantity of Goods supplied. Subject to clause 5.4, the Seller may deliver 10% more or less than the Goods ordered and
the Buyer shall provide sufficient capacity for all Goods delivered. The Buyer shall be solely responsible for ensuring that the Goods are delivered into
the correct receiving tank and, prior to delivery, the Buyer shall ensure any tank to which goods are to be delivered are of required standards and have
sufficient capacity to hold the quantity of the Goods being delivered.
5.6. The Seller shall not in any way accept any responsibility for any damage loss, claim or other liability whatsoever caused by or resulting from the failure
on the part of the Buyer to comply with either of clauses 5.4 and/or 5.5 above.
5.7. The Buyer will upon taking delivery of the Goods, be required to sign a “Clearance to discharge bulk product delivery” form before delivery
commences and shall at all times provide sufficient supervision by duly authorised and trained personnel to ensure the delivery of Goods is completed
in safe and secure conditions and with no risk of harm or any health and safety risk to any of the Seller’s employees, staff or other personnel.
5.8. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or
more of the instalments in accordance with these terms or any claim by the Buyer in respect of any one or more instalments, shall not entitle the Buyer
to treat the Contract as a whole, as repudiated.
5.9. If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate instructions for delivery then, without prejudice to any other right or
remedy available to the Seller, the Seller may:
5.9.1. store the Goods until actual delivery and charge the Buyer for reasonable costs (including insurance) of storage; or
5.9.2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Buyer for any
shortfall below the Contract price.
5.10. All barrels and other packaging materials that are supplied by the Seller on loan will carry a deposit charge that shall be added to the price of the Goods
at the rate notified by the Seller to the Buyer from time to time.
5.11. All such barrels and other packaging materials are the property of the Seller and subject to the set off provisions of clause 3.12, the applicable deposit
charge will be credited to the Buyer upon the full return to the Seller (or as the Seller may direct) of such barrels and related packaging materials in
good condition and at the expense of the Buyer.
5.12. The Buyer agrees that the barrels and related packaging referred to in clauses 5.10 and 5.11 above shall be used by the Buyer for the storage of the
Goods only and no other third-party products or materials and further the Buyer shall not destroy, deface or obscure any identifying mark or packaging
on or relating to the Goods.
5.13. The Seller reserves the right on giving reasonable notice, to inspect the barrels and related packaging materials supplied to the Buyer during working
hours at the Buyer’s premises or such other premises where the Goods are stored, for the purpose of ascertaining the Buyer’s compliance with the
provisions of clause 5.11 and 5.12 above.
5.14. In the event that the Contract is terminated in accordance with the provisions of clause 8.1 and 8.2 below then the Buyer shall immediately return the
barrels and related packaging to the Seller with the return of the deposit in accordance with clause 5.11 above, save where the right of set off in clause
3.12 has been enforced by the Seller.
5.15. Where the Buyer places an order for Goods with the Seller, the Seller will not at any time accept returned Goods unless such return has previously been
agreed in writing by the Seller and subject to the following conditions:
5.15.1. payment of a re-stocking charge of 15% of the price of the returned Goods shall be paid by the Buyer; and
5.15.2. returned Goods will only be accepted in a resalable, uncontaminated and useable condition and acceptance shall be at the sole discretion of
the Seller.
5.16. The Seller shall supply the Services to the Buyer in accordance with the Order Confirmation and the time and date specified therein.
5.17. The Buyer shall provide the Seller with such information and materials as the Seller may reasonably require in order to supply the Services, and ensure
that such information is complete and accurate in all material respects.
6. Risk and Title
6.1. Risk (responsibility) for the Goods shall pass to the Buyer:
6.1.1. where the Goods are to be delivered at the Seller's premises, upon delivery; or
6.1.2. where the Goods are to be collected, upon collection; or
6.1.3. where the Goods are to be delivered otherwise than at the Seller's premises, at the time of delivery; or
6.1.4. where the Buyer wrongfully fails to take delivery of the Goods, at the time when the Seller has tendered delivery of the Goods; or
6.1.5. where the Seller is arranging for transport of the Goods, at the point when the Goods (or the first item thereof) are loaded on to the transport
provided by a third party for delivery to the Buyer's nominated delivery location.
6.2. Ownership (title) of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds, payment in full of the price of the
Goods and all other goods agreed to be sold by the Seller to the Buyer or any of the Buyer’s Group Companies (including any interest accruing or
owing to the Seller) for which payment is then due on any account of the Buyer or any of the Buyer’s Group Companies has with the Seller or the
Seller’s Group Companies from time to time.
6.3. The Seller shall be entitled to seek payment for the price of the Goods and/or Services once payment has become due.
6.4. Until title of the Goods has passed to the Buyer pursuant to these terms:
6.4.1. the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and to the order of the Seller;
6.4.2. the Buyer shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected, insured against all risks for
their full price (from the date when the risk in the Goods has passed to the Buyer in accordance with clause 6.1) and identified as the Seller's
property;
6.4.3. the Buyer shall not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.4.4. the Buyer's right to possession of the Goods shall cease if:
6.4.4.1. the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes
the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate)
convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a
solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager,
administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for
the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its
directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a
resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration
order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer, or
6.4.4.2. the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or
6.4.4.3. fails to observe or perform any of his/its obligations under the Contract or any other contract between the Seller and the Buyer, or
6.4.4.4. is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or
6.4.4.5. the Buyer threatens to or ceases to trade;
6.4.5. The Seller reserves the right to bring legal proceedings for wrongful inference against an insolvency practitioner and claim damages for the
market value of the Goods and associated costs if such insolvency practitioner disposes of or interferes with the Goods or delays the Seller’s
right to access the Buyer’s premises to perform a stocktake of goods leading to the collection of any goods in respect of which payment has not
been made as set out in clause 6.2;
6.4.6. Where the Buyer’s right to possession has ceased in accordance with clause 6.4.4 above, the Seller shall be entitled at any time to require the
Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, the Buyer grants the Seller, its agents and employees an
irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to repossess the Goods and take possession
of all or any of the Goods;
6.4.7. All costs incurred by the Seller in connection with any repossession of Goods under clause 6.4.6 are to be borne by the Buyer and;
6.4.8. If the Buyer becomes subject to any of the events listed under clause 6.4.4, then, without limiting any other right or remedy the Seller may
have, the Buyer’s right to resell the Goods (where title to the Goods has not passed to the Buyer under clause 6.2) or use them in the ordinary
course of its business, ceases immediately.
6.5. On termination of the Contract, howsoever caused, the Seller's (but not the Buyer's) rights contained in this clause 6 shall survive termination of the
Contract and remain in full force and effect.
7. Warranty and Liability
7.1. The Seller warrants that it has good title to the Goods and will transfer such title as it may have to the Buyer and (subject to the conditions set out
below) the Goods will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a
period of 12 (twelve) months from the date of delivery subject to storage conditions on certain products (details available on product data sheet
supplied).
7.2. The Seller shall be under no liability:
7.2.1. in respect of (i) any defect in the Goods and/or Services arising from any specification supplied by the Buyer; (ii) any defect arising from fair
wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller's instructions (whether oral or written),
misuse or alteration or repair of the Goods without the Seller's approval; and (iii) parts or materials not manufactured by the Seller, in respect
of which the Buyer shall only be entitled to the benefit of any warranty or guarantee which is given by the manufacturer to the Seller; and
7.2.2. if the total price for the Goods and/or Services has not been paid by the due date for payment.
7.3. The Buyer shall not, without the Seller’s written consent remove, deface or obscure any identifying mark or packaging applied by the Seller on or
relating to the Goods, but the Buyer may resell or use the Goods in the ordinary course of its business. Subject as expressly provided in these terms, and
except where the Goods are supplied to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties,
conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.4. Where the Goods are supplied under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the
statutory rights of the Buyer are not affected by these terms.
7.5. Any claim by the Buyer based on any short or non-delivery of the Goods, any defect in the quality or condition of the Goods or failure of the Goods to
correspond with the agreed specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 14 (fourteen) days from
the date of delivery or collection. In the case of short or non-delivery or immediately following delivery in all other cases 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 Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure,
and the Buyer shall be bound to pay the Contract price as if the Goods had been delivered in accordance with the Contract.
7.6. Where any valid claim in respect of any of the Goods (which is based on any short delivery of the Goods, any defect in the quality or condition of the
Goods or their failure to meet the agreed specification) is notified to the Seller in accordance with these terms, the Seller shall be entitled to repair or
replace the Goods (or the part(s) in question) free of charge or, at the Seller's sole discretion, refund to the Buyer the price of the Goods (or a
proportionate part of the price), but the Seller shall have no further liability to the Buyer.
7.7. Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Buyer by reason of any representation
(unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any
indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses, revenue, anticipated savings or other claims
for compensation whatsoever (whether caused by the negligence of the Seller, its employees, agents or otherwise) which arises out of or in connection
with the supply of the Goods and/or Services or their use by the Buyer, and the entire liability of the Seller under or in connection with the Contract
shall not exceed the price of the Goods and/or Services save as otherwise expressly provided in these terms.
8. Termination
8.1. The Buyer shall not be entitled to terminate the Contract and if the Buyer purports to do so it shall indemnify the Seller for all losses, costs and
expenses incurred by the Seller in relation to the Contract.
8.2. The Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer;
8.2.1. commits a material breach of the Contract and (if the breach can be remedied) does not remedy that breach within 14 days of receiving notice
in writing to do so;
8.2.2. fails to pay any amount due under the Contract on the due date for payment without affecting any other right or remedy available to the Seller.
8.3. The Seller shall be entitled to terminate the Contract or suspend any further deliveries under the Contract without any liability to the Buyer if:
8.3.1. the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit
of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of
creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for
the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its
undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of
intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14
of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for
the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible
insolvency of the Buyer; or;
8.3.2. an encumbrancer takes possession, or a receiver and/or manager, administrator or administrative receiver is appointed over any of the property
or assets of the Buyer; or
8.3.3. the Buyer ceases or threatens to cease to carry on business; or
8.3.4. the Buyer fails to observe or perform any of his/its obligations under the Contract or any other contract between the Seller and the Buyer.
8.4. Where the Buyer becomes or is deemed to be insolvent or purports to cancel any order for any Goods for which the Buyer ordered its own labelling
and/or packaging, the Buyer shall be liable for all costs relating to the Order and any other costs incurred by the Seller on a full indemnity basis.
8.5. Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and
effect.
9. Data Protection
9.1. In accordance with the Data Protection Act 1998, and in order to facilitate your application for a Trade Account Facility, the Seller may request that
you disclose specific items of Personal Data. In addition to the trade references you have already given, the Seller may carry out a further Credit
Reference Agency Search. Accordingly, the Seller may disclose to a Credit Reference Agency of the Seller’s choosing, any Personal Data that you
provide. The Credit Reference Agency may then disclose to the Seller in writing or orally, the records or detail of any personal and /or financial
performance data that they may hold on you. The credit agencies will add to your records, details of our search and your application. This will be seen
by other organisations carrying out later searches. On the basis of this personal and/or financial performance data, the Seller will determine at its sole
discretion whether or not a trade account facility will be provided. Irrespective of whether or not the Seller provides a trade account facility, it may hold
this personal and/or financial performance data in manual or computer database form, for such time that it sees fit. Should the Seller deem it necessary
to carry out a Credit Reference Agency Search, failure to consent to this search will result in the refusal of the Seller to the processing of your
application for a trade account facility. To the extent that the Seller is required to process personal data (as defined in the Data Protection Act 1998)
belonging to the Buyer for the purposes of the Contract, the Seller shall comply with the terms of the Data Protection Act 1998 (and any superseding
legislation) in relation to such processing.
10. Confidentiality
10.1. Both the Seller and the Buyer shall keep confidential and shall not without the prior consent in writing of the other disclose to any third party any
technical or commercial information which it has acquired from the other as a result of discussions, negotiations or other communications between
them relating to the Goods.
10.2. All copyright, design right and know how created by or used by the Seller in relation to the Contract shall remain vested and belong absolutely to the
Seller. The Buyer shall have a licence to use the same only for the purposes of using the Goods. Any drawings, designs and/or proposals submitted by
the Seller for approval shall remain the property of the Seller and shall be treated by the Buyer as strictly confidential and shall not be divulged to third
parties without the Seller's prior written consent.
11. Health and Safety
11.1. The Seller unconditionally warrants that:
11.1.1. The Seller will comply with the duties imposed on it by the Health and Safety at Work Act 1974 or any amendment thereto or re-enactment
thereof and of all other relevant statutory provisions, bye-laws, rules and regulations so far as they are applicable to the site or goods or the
services: and
11.1.2. That all Goods and/or Services supplied will be supplied with all necessary information sheets and registrations sufficient to comply with
current statutory requirements. The Buyer should contact the Seller immediately if he is not in possession of such data.
11.2. While on the Sellers’ Premises, the Buyer shall comply with any health and safety measures implemented by the Seller and any other relevant statutory
provisions, bye-laws, rules, regulations and policies as they are applicable to the site.
11.3. The Seller shall ensure that its health and safety policy statement (as required by the Health and Safety at Work etc Act 1974) is made available to the
Buyer on request.
11.4. The Buyer shall be responsible for ensuring that any customer sites that any of the Seller’s personnel/staff, including but not limited to the Buyer’s
representatives, engineers, delivery drivers, Business Managers/Sales Executives are required to visit, are compliant with the duties imposed on it by
the Health and Safety at Work Act 1974 or any amendment thereto or re-enactment thereof and of all other relevant statutory provisions, bye-laws,
rules and regulations so far as they are applicable to the site or goods or the services.
12. Bribery
12.1. The Buyer shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to
the Bribery Act 2010.
13. General
13.1. The Seller shall be entitled to assign, novate or transfer the benefit and/or burden of part or all of the Contract to any Group Company without prior
reference to the Buyer. The Buyer shall not be entitled to assign the Contract or any part without the prior written consent of the Seller.
13.2. Any notice or other communication required or permitted to be given by either party to the other under these terms shall be given in writing and
addressed to the other party at its registered office, principal place of business or at such other address as may be notified to the other party from time to
time and shall be delivered personally, sent by pre-paid first class post or other next Business Day delivery service or commercial courier or sent by
email to the address notified by either party from time to time. A notice or other communication shall be deemed to have been received: if delivered
personally, when left at the address aforementioned; if sent by pre-paid first-class post or other next Business Day delivery service, at 12 noon on the
second Business Day after posting or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed or if
sent by email, at 9.00am on the next Business Day after transmission. The provisions of this clause shall not apply to the service of any proceedings or
other documents in any legal action.
13.3. The Seller shall not be in breach of the Contract nor liable for any delay or failure in the performance of any of its obligations under the Contract
caused by factors outside the Seller’s reasonable control. Without prejudice to the generality of the foregoing, strikes, lock-outs, or other industrial
actions or trade disputes (whether involving employees of the Seller or of a third party), difficulties in obtaining raw materials, labour, fuel, parts or
machinery and power failure or breakdown in machinery shall be deemed to be beyond the Seller’s reasonable control.
13.4. No waiver or delay by the Seller of any breach of the Contract by the Buyer shall be considered a waiver of any subsequent breach of the same or any
other provision.
13.5. If any provision of these terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions
of these terms and the remainder of the provisions in question shall not be affected and will remain in full force and effect.
13.6. A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any
term of this Contract.
13.7. The Contract shall be governed by and construed in accordance with the laws of England & Wales and the Buyer agrees to submit to the exclusive
jurisdiction of the English courts.
13.8. The Seller reserves the right to amend the Terms of Sale from time to time without putting the Buyer on notice of such amendment. Any amendment
will be accessible on the Seller’s website and the burden is upon the Buyer to ensure it has up to date Terms of Sale.
13.9. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances,
warranties, representations, and understandings between them, whether written or oral, relating to its subject matter. The Buyer shall have no remedies
in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.
13.10.No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

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