oelheld UK Ltd Terms and Conditions for the Sale and Provision of Goods and Services
The Buyer’s attention is particularly drawn to Clause 14
1. Definitions
Seller means OEL-HELD (UK) LTD of Unit 16, Colomendy Business Park, Denbigh, Denbighshire, LL16 5TA.
Buyer the person who buys or agrees to buy the Goods/and or Services from the Seller.
Conditions the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
Goods the items which the Buyer agrees to buy from the Seller as set out in the Order.
Price the price for the Goods, excluding VAT and any carriage, packaging and insurance costs.
Force Majeure Event has the meaning set out in clause 16.
Intellectual Property Rights patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order the Buyer's order for the supply of Goods and/or Services, as set out in the Buyer's purchase order form OR the Buyer's written acceptance of the Seller's quotation whichever the case may be.
Order Confirmation the written confirmation of a Buyer’s Order issued via email/post OR dispatch/delivery of the Goods/Services.
Services the services supplied by the Seller to the Buyer as set out in the Seller’s Statement of Works OR the Seller’s quotation.
Seller Materials has the meaning set out in clause 12.1.6.
Warranty Period Also known as a Guarantee, ‘Warranty Period’ refers to the specified length of time for which the Seller guarantees the Goods, as per Section 6.2.
2. Conditions
2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods and/or Services, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document, unless specifically stated on the Seller’s Order Confirmation.
2.2 All orders for Goods and/or Services shall be deemed to be an offer by the Buyer to purchase Goods and/or Services from the Seller pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods or commencement of the Services shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 These Conditions may not be varied except by the written agreement of a director of the Seller.
2.5 These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
3. Price
3.1 The Price shall be the price quoted in the Order and confirmed either upon Dispatch of the Goods or via an Order Confirmation, or that shown on our website if purchasing through our online webstore.
3.2 All prices quoted and quotations are valid for 30 days only, unless otherwise specified. Goods supplied from one of our international partners are typically quoted in GBP (£) and pricing is only valid for 7 days from the date of the quote. Any official purchase order placed for goods that are not available for immediate dispatch will be subject to exchange range fluctuations and may change from the quoted price. In such circumstances oelheld UK Ltd will issue a Sales Order Acknowledgement only followed by a revised Sales Order Confirmation immediately prior to dispatch which will require customer approval to release the goods for delivery.
3.3 All prices and other charges will be subject to any applicable value added tax and other taxes or duties which will be payable at the same time as the price of the goods/services.
4.Payment and Interest
4.1 For standard credit account customers, payment of the Price and VAT shall be due within [30] days of the date of the Seller’s invoice (even though delivery may not have taken place and ownership of the Goods has not passed to the customer), or at the time of purchase if made via our website.
4.2 For customers with alternative credit arrangements, payment term must be agreed in writing in advance of any purchase.
4.3 The Company reserves the right to request payment in advance of dispatch of Goods, at the Company’s discretion.
4.4 Interest on overdue invoices shall accrue from the date when payment becomes due calculated daily until the date of payment at the rate of 8% per annum above the Bank of England base rate. Such interest shall accrue after as well as before any judgment.
4.5 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.
4.6 Without affecting its other rights, if the Seller has serious doubts about the Buyer’s ability to pay any sum under the Contract on the due date, the Buyer must within seven days of written notice from the Seller pay the balance of all sums payable under the Contract.
5. Goods
5.1 The Goods are described in the Order and confirmed in the Seller’s invoice and/or Order Confirmation.
5.2 The Seller reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements.
5.3 Only Goods stated in the Order or Order Confirmation will be supplied. Additional Goods will require additional Orders.
5.4 Goods provided in addition to the quotation, Order, or statement of works will be chargeable
6.1 Goods Warranties
6.1 The Seller warrants that the Goods and/or Services shall:
6.1.1 conform with their description;
6.1.2 be of satisfactory quality with the meaning of the Sale of Goods Act 1979;
6.1.3 be fit for any purpose held out by the Seller; and,
6.1.4 be carried out in accordance with the Supply of Goods and Services Act 1982.
6.1.5 Where applicable, Extended Warranty Periods and Warranties will be stated with the supply of the appropriate Goods.
6.2 Goods with A Specified Warranty Period
6.2 The following applies to Goods supplied with specified Warranty Periods as stated in a Quotation or Statement of Works:-
6.2.1 The Goods will correspond with their specification and description and sample (if any) at the time of delivery and if within the specified Warranty Period of the Goods being delivered by the Company or, as the case may be, completion of the supply of any services (or such other period as the Company may agree in writing) any defect in the Goods is discovered under normal use which is directly attributable to faulty design, materials or workmanship, or a valid claim is made under paragraph 7, the Company will at its option and expense remedy the defect or damage by replacement or repair or refund the purchase price of the defective or damaged Goods.
6.2.2 The warranty will not apply to any defect or damage resulting from any:-
Alteration of the Goods without the Company's prior written consent, incorrect installation (except by the Company), incorrect storage, overloading, normal wear and tear, misuse or use not for their intended purpose, accident, abnormal conditions of use or maintenance, repair or use which is not in accordance with the Company's or manufacturer's instructions or procedures issued from time to time; or
Any act or omission of the Customer or any third party (excluding the Company's agents or sub-contractors involved in the supply of the Goods) or any fault in any other goods or equipment.
Incorrect installation
6.2.3 warranty work will be carried out during the Company's normal business hours so far as is practicable at the Company's premises and/or elsewhere at its option. The Customer must ensure that the Company's personnel will have such access to the Goods as they may require investigating alleged defects or damage and carrying out any warranty work.
6.2.4 goods must be returned to the Company's trading premises as required by the Company. Repaired or replacement Goods will be returned to the Customer at the cost of the Company. The Company will reimburse the Customer the reasonable carriage costs incurred by it in returning by road from the Customer's premises in Great Britain or by other agreed mode of transport Goods which are repaired or replaced under the warranty or whose purchase price is refunded. Replaced Goods will belong to the Company.
6.2.5 the Customer must give to the Company, in writing full particulars of any alleged defect or damage within the period stated in Section 8 or, in the case of a warranty claim, within 2 working days after it becomes aware of the defect or damage and in any event before the end of the warranty period. If notice of a claim is not given within those periods it will not be effective.
6.2.6 if the Customer makes any claim falling outside the terms of the warranty the Company may charge for examining the Goods and any work done or goods supplied by it in respect of that claim at its then prevailing rates and any cost or expense incurred by the Company.
6.2.7 Goods or components replaced or repaired under the warranty will only be warrantied for the balance of the original warranty period.
7 Delivery of Goods
7.1 Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.
7.2 The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
7.3 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro-rata adjustment to the Price shall be made.
7.4 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing, including any redelivery costs.
7.5 Delivery costs may vary based on the type of goods and geographical location.
8. Acceptance of the Goods
8.1 The Buyer shall be deemed to have accepted the Goods 24hours after delivery to the Buyer.
8.2 The Buyer must notify in writing (otherwise than on a delivery document) the Seller and any carrier of any claim regarding the quantity or condition of Goods delivered or any damage to them within 24hours of delivery. Notification will not be valid if it is given on a delivery document and will only be effective if given within the timeframes specified herein.
8.3 The Buyer shall carry out a thorough inspection of the Goods prior to signing the Courier’s delivery documentation and give notice in writing to the Seller after discovering that some or all of the goods do not comply with the Warranty above. If necessary, the Buyer must return the Goods to the Seller at the Buyer’s cost and the Seller shall, at its option, repair or replace any Goods that are defective, or refund the price of such defective Goods.
8.4 Where the Buyer has accepted, or has been deemed to have accepted, the Goods, the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
8.5 If the Seller is required to carry out tests other than its normal ones or in the presence of the Buyer, the Seller may charge for them at its then prevailing rates. The Company may carry out and charge for the tests if the Buyer fails to attend on the notified dates.
9. Title and Risk
9.1 Risk shall pass on confirmed delivery of the Goods to the Buyer’s address.
9.2 Notwithstanding the earlier passing of Risk, Title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
9.3 Until Title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller and ensure that the Goods are not affixed or become part of any land or building.
9.4 The Seller may at any time before title passes and without any liability to the Buyer:
9.4.1 repossess and dismantle and use or sell all or any of the Goods (whether or not they form part of or are affixed to any other item) and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and
9.4.2 for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
9.5 The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
9.6 After the Seller has repossessed any Goods it may sell them and the proceeds of sale will belong to the Seller absolutely. If the net proceeds received by the Seller are less than the amount payable to it under the Contract it may recover the balance from the Buyer.
9.7 All insurance proceeds receivable by the Buyer in respect of the Goods will be held in trust by the Buyer for the Seller in a separate account and must first be applied in or towards discharging any sums payable under the Contract. Even though the Customer may not have become the owner of the Goods or Services, the Seller may recover all sums payable to it in relation to the Contract.
10. Carriage and Return of Goods
10.1 Carriage will be chargeable on all sales orders unless otherwise stated.
10.2 Faulty or Damaged goods should be returned as soon as possible and in the appropriate packaging so as to protect the goods from further damage. Non-Faulty goods may be returned once approval is obtained from the Seller. Goods should be returned in the appropriate packaging and in the same condition as they were received. Any Goods returned in a used condition or other such condition that renders them not suitable for resale will be invoiced at the full list price to the Buyer. Incorrectly specified Goods will be accepted for a return and a full refund as long as they adhere to the Seller’s specification.
11. Supply of Services
11.1 The Seller shall provide the Services to the Buyer.
11.2 The Seller shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
11.3 The Seller shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Seller shall notify the Buyer in any such event.
11.4 The Seller shall only provide services as per an official quotation and/or Statement of Agreed Works. If work outside of the scope of the Agreed Works is required, we will notify the relevant contact and request an additional purchase order.
12. Buyer’s Obligations
12.1 The Buyer shall:
12.1.1 Ensure that the terms of the Order are complete and accurate;
12.1.2 Co-operate with the Seller in all matters relating to the Services;
12.1.3 Provide the Seller, its employees, agents, consultants and subcontractors, with access to the Buyer's premises as reasonably required by the Seller to provide the Services;
12.1.4 Provide the Seller with such information and materials as the Seller may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
12.1.5 Obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
12.1.6 Keep and maintain all materials, equipment, documents and other property of the Seller (Seller Materials) at the Buyer's premises in safe custody at its own risk, maintain the Seller Materials in good condition until returned to the Seller, and not dispose of or use the Seller Materials other than in accordance with the Seller's written instructions or authorisation.
12.2 If the Seller's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (deemed as Buyer Default):
12.2.1 the Seller shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays the Seller's performance of any of its obligations;
12.2.2 the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller's failure or delay to perform any of its obligations as set out in this clause 12.2; and
12.2.3 The Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default.
13. Intellectual Property Rights
13.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Seller.
13.2 The Buyer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Buyer's use of any such Intellectual Property Rights is conditional on the Seller obtaining a written licence from the relevant licensor on such terms as will entitle the Seller to license such rights to the Buyer.
13.3 All Seller Materials are the exclusive property of the Seller.
14. Limitation of Liability: THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
14.1 Nothing in these Conditions shall limit or exclude the Seller's liability for:
14.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
14.1.2 fraud or fraudulent misrepresentation;
14.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
14.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
14.1.5 defective products under the Consumer Protection Act 1987.
14.2 Subject to clause 14.1:
14.2.1 The Seller shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, damage, or any indirect or consequential loss or consequential compensation arising under or in connection with the Contract; and
14.2.2 the Seller's total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount covered under the Company’s Public Liability Insurance a copy of which is available upon request.
14.3 After the Warranty Period, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
14.4 This clause 14 shall survive termination of the Contract.
15. Termination
15.1 Without limiting its other rights or remedies either party may terminate the Contract by giving the other party not less than 2 months' written notice.
15.2 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
15.2.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing to do so;
15.2.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;
15.2.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters in to any compromise or arrangement with its creditors;
15.2.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
15.2.5 The other party (being an individual) is the subject of a bankruptcy petition or order;
15.2.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
15.2.7 An application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
15.2.8 The holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
15.2.9 A person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
15.2.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2.2 to clause 15.2.9 (inclusive);
15.2.11 The other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
15.2.12 the other party's financial position deteriorates to such an extent that in the Seller's opinion the Buyer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
15.2.13 The other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
15.3 Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under this Contract on the due date for payment.
15.4 Without limiting its other rights or remedies, the Seller may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Buyer and the Seller if the Buyer fails to pay any amount due under this Contract on the due date for payment, the Buyer becomes subject to any of the events listed in clause 15.2.2 to clause 15.2.13, or the Seller reasonably believes that the Buyer is about to become subject to any of them.
15.5 On termination of the Contract for any reason:
15.5.1 the Buyer shall immediately pay to the Seller all of the Seller's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Seller shall submit an invoice, which shall be payable by the Buyer immediately on receipt;
15.5.2 The Buyer shall return all of the Seller Materials and any Deliverables which have not been fully paid for. If the Buyer fails to do so, then the Seller may enter the Buyer's premises and take possession of them. Until they have been returned, the Buyer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
15.5.3 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
15.5.4 Clauses which expressly or by implication have effect after termination shall continue in full force and effect.
16. Force Majeure
16.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Seller including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Seller or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, shortage of materials, failure of or delay in receiving supplies, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.
16.2 The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
16.3 If the Force Majeure Event prevents the Seller from providing any of the Services and/or Goods for more than 16 weeks, the Seller shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.
17. General
17.1 Notices.
17.1.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax, or e-mail.
17.1.2 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
17.2 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17.3 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
17.4 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
17.5 This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.
17.6 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 agreed in writing and signed by the Seller.
17.7 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its 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.
17.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).