Terms & Conditions
NB CENTRALHEAT Terms and Conditions of Trade
(a) In these conditions “we” means NB CENTRALHEAT and “you” means person/company who agrees to buy or does buy goods from us. “Us”, “our”, “you” and “your” shall be construed accordingly.
(b) Any sale of goods from us to you will take place subject tothe terms and conditions hereintogether with, or as varied by, any special written terms agreed and signed by one of our partners.
(c) Our terms and conditions of sale shall apply to all contracts with us to the exclusion of all other terms and conditions (including any terms or conditions which you may purport to apply under any purchase order, confirmation of order or any other document) without theprior written consent (signed by one of our partners) that any other term is to take precedence over these terms and conditions.
(d) Any variation to or exclusion of these terms and conditions shall be inapplicable without prior written consent signed by one of our partners.
(e) Nothing in any contract with us should be taken as providing that a third party may in his own right enforce any term of such a contract, nor shall any terms of any contract with us purport to confer any benefit upon any third party unless the contrary is clearly and expresslyagreed in writing signed by one of our partners.
(f) You may not assign or novate any contract with us or any part of it without our prior written consent signed by one of our partners. Neither you nor any other party may infer our consent to a novation of any contract merely from our conduct or silence or oralrepresentations.
(g) No terms or conditions of any main building contract or sub-contract or other contract of any kind shall be implied into any contract with us whether or not we have notice of them, without our prior written consent signed by one of our partners.
(h) If any provision or part of a provision of the contract is found by any court, or other body of competent jurisdiction, to be wholly or partly illegal, invalid, void, voidable or unenforceable then to the extent it is found to be illegal, invalid, void, voidable or unenforceable, it shallbe severable and the remaining provisions of the contract (and the remainder of such provision if appropriate) shall continue in full force and effect.
(i) The headings in these terms and conditions are included for reference only and are not intended to affect or limit the interpretation and effect thereof.
2. QUOTATIONS, OFFERS, ORDERS AND ACCEPTANCE
(a) Our quotations shall be read by you as invitations to treat and not offers.
(b) Any obvious typographical mistake or omission in any of our sales literature, quotations, price lists, acceptances of offer, invoices or any other document or any other information given by us shall be subject (at any time, whether we or you first notice the mistake or omission) to correction and no liability shall arise from such a mistake or omission.
(c) We may withdraw or amend any quotation or change the price of any goods for any reason and at any time prior to your acceptance of any order or offer.
(d) All orders by you for goods shall be deemed to be an offer by you to purchase such goods pursuant to these terms and conditions. We may then accept or decline your offer.
(e) Acceptance of your order will take place when we issue a written acknowledgement to you or otherwise communicate our acceptance to you, in writing, by letter or e-mail or verbal acceptance.
3. DESCRIPTION, QUANTITIES AND FITNESS FOR PURPOSE
(a) The quantity and description of the goods which you agree to buy from us shall be as set out in our written acknowledgement of your order, and if indicated in the acknowledgement, in your order as accepted.
(b) We warrant that the goods will at the time of delivery to you correspond to the description given by us.
(c) Except where you are dealing as a consumer (as defined in the Unfair Contracts Terms Act 1977, Section 12) all other warranties, terms and conditions relating to fitness for purpose, merchantability or condition of the goods and whether implied by statute or common lawor otherwise are excluded. The rest of this clause is without prejudice to the generality of this exclusion.
(d) Any estimate given to you by us for goods requested is given without any intention to make such an estimate a term or condition of any contract with us, or to enter into a collateral contract in relation to that estimate. You agree that we may give you suchestimates without liability for errors in such estimates.
(e) Any advice or recommendation as to the suitability or fitness of any goods for any purpose given by us is given without liability for error on our part. If you are a consumer, and you require advice as to suitability or fitness of any goods, then you should seek advice froman appropriate builder, surveyor, architect or other third party before ordering goods from us.
(a) The price payable for the goods sold to you shall be the price in our written acknowledgement of your order, or (if and to the extent indicated and thereby incorporated in the acknowledgement) in our quotation to you or your order.
(b) If there is no price indicated in any of the above documents, then the price shall be the price for the goods set out in any of our current published sales literature (including any flyers) as most recently published (whether generally or to you) before you made your order.
(c) Unless we otherwise agree in writing all prices shall be deemed to be exclusive of Value Added Tax which shall be payable in addition by you at the applicable rate at the date of the invoice.
(d) Unless otherwise agreed in writing with one of our partners, we reserve the right to charge you the reasonable cost of transportation (usually, but not exclusively, by road) of the goods to the destination requested by you.
5. TERMS OF PAYMENT AND ACCOUNT FACILITY
(a) We may offer you anAccount Facility in our absolute discretion. The extent of an Account Facility offered by us to you will be assessed entirely at our discretion. Please ask us if you wish to apply for an Account Facility.
(b) For all other sales (or when your Account Facility has been suspended or closed, or its limit reached or exceeded) payment shall be made with the order in cash or by debit or credit card. If payment is not made with any order, we have the right to require paymenton delivery and to refuse to deliver those or any other goods (whether actually paid for or not) until payment is received. If we have reason to suspect that a debit or credit card offered for payment is unlikely to be honoured or to be good for payment or otherwiseunauthorised by the apparent payer or card holder, we may require payment in cash.
(c) Payment for goods and /or services purchased using an Account Facility is due by the 25th day of the calendar month following date of supply of the goods and/or services or immediately when the limit of facility is reached.(d)Whether or not you have an Account Facility, you may not withhold or set off (against any amount you owe us) any sums, whether in respect of a claim by you relating to goods supplied by us or on any other contract between you and us or howsoever arising forany reason, whether in debt, damages or otherwise, unless such sum is not contested by us and we have agreed in writing that you may so withhold or set off such sums.
(e) If you fail to make any payment on the due date (by means of an account facility or otherwise) then, without prejudice to any other right or remedy available to us, we shall be entitled to:
(i) terminate any contract between you and us by written or oral notice and/or suspend further deliveries of goods to you;
(ii) appropriate any payment made by you to us (or any goods supplied to us) under any other contract between you and us as we choose (and notwithstanding any purported appropriation by you);
(iii) charge interest at the rate of 2% per month on the unpaid balance. This interest accrues on a day to day basis from the due date for payment until receipt by us of the full amount whether before or after judgment; and
(iv) be indemnified by you against all costs and expenses (including legal costs and expenses on a full indemnity basis) incurred by us in recovering sums due or in exercising our rights pursuant to this clause 5.
6. COLLECTION AND DELIVERY
(a) Unless otherwise agreed, you will collect the goods from us within 7 days of our acknowledgement of your order.
(b) If we have agreed to deliver goods to you then delivery shall be made to the address which you shall give us (whether your address or that of a third party).
(c) We shall not be liable to you for any loss you may suffer as a result of a failure to deliver on any particular date, or at any particular time, nor shall time be of the essence in relation to the delivery of any goods sold under any contract with us.
(d) If agreed, the goods will be tendered to you for delivery at the address noted at 6(b) above
(e) Where we agree to deliver your goods, you warrant that there will be suitable access for the delivery vehicle at the requested delivery address. If you are in any doubt as to access, you must adviceus well before the time arranged for delivery. If nosuitable road exists, the goods will be tendered for delivery at the nearest place to which, in the opinion of the driver, his vehicle can safely proceed and stop for unloading or (at his or our choice) the goods will be returned to us for you to collect.
(f) Unless we agree with you in advance of delivery, our vehicle will not be equipped with a crane or machinery for unloading and you will make all arrangements for suitable labour and equipment to unload the goods promptly. Under no circumstances will our driver oremployees or agents be responsible for unloading your goods when they are tendered for delivery.
(g) If you refuse or fail to take delivery of goods tendered in accordance with the contract we shall nevertheless be entitled to full payment for the goods so tendered. We shall also be entitled to store at your risk and cost any goods of which you refuse or fail to take delivery. In that case you will also be liable for any additional costs of carriage incurred as a result of your refusal or failure to accept goods tendered for delivery.
(h) Whether we store your goods or not, we will be entitled to terminate the contract for sale of the goods to you and then be free to sell the goods to any other party if you show no serious intention to collect them or to accept delivery of them within 14 days from the date of the contract. In thosecircumstances, you will not be entitled to repayment of the price you paid for the goods and agree that you will have no claim for damages or breach of contract against us.
(i) At your request, we will within 3 months of delivery provide evidence of delivery of goods ordered in the form of acopy of a delivery note or other suitable document. If you do not raise any query about delivery within such period, the goods shall be deemed to havebeen delivered in accordance with your order.
7. ACCEPTANCE OF THE GOODS
(a) You shall be deemed to have accepted the goods 2 working days after delivery to you.
(b) You shall make a suitable inspection of the goods on delivery.
(c) You should confirm to your own satisfaction that the goods delivered correspond with the goods ordered.
(d) You shall be deemed to have accepted the goods 2 working days after delivery to you. Following your actual or your deemed acceptance of the goods, you will not be entitled to reject the goods.
The risk in the goods shall pass to you upon delivery, that is when you take possession of them at our premises, or when they are tendered to you for delivery at the place specified by you. For the avoidance of doubt, the risk in the goods is yours while you unload them from our vehicle.
9. TITLE TO GOODS
(a) Regardless of delivery having been made, property in the goods shall not pass from us to you until:
(i) we have received payment of all sums due to us in respect of goods sold to you together (where applicable) with VAT and the cost of packaging and delivery plus any interest and charges due thereon;
(ii) no other payments costs or expenses are due from you to us.
(b) Until property in the goods passes to you in accordance with the preceding sub-clause, you shall hold the goods on a fiduciary basis as baileefor us. You will store the goods (at no cost to us) separately from all other goods in your possession and marked in such a way that theyare clearly identified as our property.
(c) Notwithstanding that the goods or any of them remain our property, you may sell or use the goods in the ordinary course of your business at full market value for our account. Any such sale or dealing shallbe a sale or use of our property by you on your own behalf andyou shall deal as principal when making such sales or dealings. Until property in the goods passes from us the entire proceeds of sale or otherwise of the goods shall be held in trust for us and shall not be mixed with other moneys or paid into any overdrawn bank accountand shall at all material times be identified as our monies.
(d) We will be entitled to recover the price (plus VAT and any other associated charges and interest) notwithstanding that property in any of the goods has not passed from us.
(e) Until such time as property in the goods passes from us in accordance with your acceptance of these terms and conditions, you shall upon request deliver up such goods as have not ceased to be in existence or resold, to us. If you fail to do so, we may enter upon any premises owned, occupied or controlled by you where the goods aresituated and repossess the goods. On the making of such a request your rights under sub-clause 9(c) shall cease.
(f) You shall not pledge or in any way charge by way of security for any indebtedness any of the goods which are our property. Without prejudice to our other rights, if you do so, all sums whatsoever owing by you to us shall forthwith become due and payable.
(g) You shall insure and keep insured the goods to the full price (as agreed in the contract for sale of the goods) against all risks to our reasonable satisfaction until the property in the goods passes to you and shall whenever requested by us, produce a copy of the policy of insurance.Without prejudice to our other rights, if you fail to insure all sums whatsoever owing by you to us shall forthwith become due and payable.
(h) You shall promptly deliver such prescribed particulars of this contract to the Registrar of Companies as required by and in accordance with Part XII of the Companies Act 1985 as amended or in accordance with any substantial re-enactment thereof. Without prejudice to our other rights,if you fail to do so all sums whatsoever owing by you to us shall forthwith become due and payable.
(i) The authority given to you pursuant to sub-clause 9(c) will continue until otherwise notified to you by us or until the happening of any of the following events (whichever is earlier):
(i) any notice to you that an administrative receiver or receiver or manager is about to be or has been appointed over your undertaking or a material part thereof;
(ii) any petition to wind you up has been presented against you or you have proposed or know of any proposal to pass a resolution to wind up the company.
(iii) a decision by you to make a voluntary arrangement or composition with your creditors or receipt of a notice from any of your creditors which is about to make a proposal for the same;
(iv) you becoming unable to pay your debts as defined by the Insolvency Act 1986; or
(v) any notice to you that a petition for an administration order has been presented against you or is about to be presented or an administration order has been ordered against you.
And further you shall immediately notify us in writing upon the happening of any suchevent.
(j) On receipt of written notice from us or on the happening of any of the events set out in the preceding sub-clause, your authority to sell our goods shall immediately be withdrawn and all such goods and
(a) You acknowledge that you do not rely on, and waive any claim for breach of any representations made by our directors, employees or agents.
(b) In the case of any defect:
(i) discoverable upon reasonable examination, we will make good by repair or replacement (at our option) any defects in the goods due solely to defective workmanship or materials as are notified to us before deemed acceptance of the goods;
(ii) not discoverable upon reasonable examination, provided that you notify us within 2 working days of the date that you discover such defect, we will make good by repair or replacement (at our option) any defects in the goods due solely to defective workmanship ormaterials. This clause takes effect subject to the specific exclusions set out at clause 13 post
(c) In the case of any mis-description on the container or packaging of any goods purchased from us, provided that you notify us of the mis-description within 2 working days of the date when you discover the mis-description and provided also that you return the mis-described goodsto us in the same condition as sold to you, we will replace them with goods corresponding to the description on the container and/or package or (in our sole discretion) offer you a refund.
(d) provided always (in the case of each of 10(b)(i) and (ii) and 10(c) above) that:
(i) our above obligations shall not extend to defects caused by wilful damage, negligence (other than by us or our employees or agents), fair wear and tear, alteration or repair of the goods without our prior written approval, incorrect storage, application, movementor installation or the continued use thereof after they have been found to be defective or mis-described or (if earlier) could reasonably have been so found;
(ii) we shall not be responsible either for the cost of removing any defective (or wrong) goods from any place where they are installed or affixed (or making good the place after removal) or for the cost of installing or affixing in such place any repaired or replacementgoods unless the same has been previously agreed in writing by one of our partners.
(e) We will not accept liability for shortages in quantities delivered unless you notify us of any claim in respect of short delivery of the goods within 2 working days of delivery. In those circumstances our liability shall be limited to making good the shortage to you within a reasonable time.
(f) Save as set out in these conditions and save for liability for death or personal injury resulting from our negligence and save for breach of our undertakings as to title implied by statute, all express or implied conditions, representations or warranties as to description, quality or fitness of the goods or otherwise are expressly excluded. We shall not be liable for any consequential, indirect or economic loss or for any loss or depletion of profits, business, revenue, goodwill or anticipated savings,(whether arising from breach of contract, tort (includingbreach of statutory duty and negligence), misrepresentation or otherwise).
(g) Where fine or special tolerances or particular specifications are required in the goods supplied beyond those generally accepted in the building trade, we shall not be liable if such goods do not fit your particular requirements unless such tolerances or specifications havebeen clearly and expressly notified to us in writing at the time of your order and we have acknowledged in writing that we are prepared to accept such an order and to supply goods with such tolerances and specifications.
(h) Where the goods are sold under a consumer sale your statutory rights are not affected by these conditions.
(i) On request, we will provide information about any guarantee offered by a manufacturer and available to you in respect of the goods.
11. CANCELLATIONS OF ORDERS
(a) If you wish to cancel your order after we have accepted it, we may (but are not obliged to) agree to cancel the contract. We will not cancel any contract for goods which are specially ordered by us after we have accepted an order of yours nor will any refund be offered to you in respect of such goods where they are subsequently returned.
(b) Notwithstanding the preceding sub-clause, if you are a “consumer” under a “distance contract” (as defined in the Consumer Protection (Distance Selling) Regulations 2000) you have the right to cancel your contract with us within 7 working days after the day after the goods aredelivered. You must then either return the goods to the branch from which they were delivered or request us to collect the goods; in the latter case you will be liable to pay our costs of collection.
(c) Even as a consumer, you will not have a right of cancellation under the preceding sub-clause where the goods are made to your specification or are personalised or are liable to deteriorate or expire rapidly.
12. RETURN OF GOODS AND BOILERS, SHOWERS AND SHOWER BOOSTER PUMPS
(a) If you want to return goods bought from us and delivered to you because you made a mistake in ordering them from us (or have changed your mind), we may in our absolute discretion accept the return of such goods provided they are in original packaging and subject to deduction of a handling charge of 20% of the contract price. If we decide to accept the return of such goods, suchacceptance shall be upon such terms as we may determine and in particular we reserve the right to charge for the carriage and handling of such goods before refunding to you the contract price less the 20% handling charge. We will not accept the return of goods which are liable to deteriorateor expire rapidly. If we do agree to accept the goods, they must be returned within 14 days of the delivery date stated on the invoice or the date when we agree to accept them, whichever is later or as otherwise specifically agreed with you in writing.
(b) We are not responsible for the manufacture of boilers, thermostatic shower cartridges with associated equipment, boiler pumps and shower booster pumps. Without prejudice to your statutory rights, we suggest that you contact the manufacturer directly for technical assistance, engineering or other specific advice if you experience difficulty installing these items or claim they are faulty We can only assist by helping you contact the manufacturer to obtain such advice .
(c) If we incur any costs as a result of the negligent or incorrect installation, fitting or removal by you or your agent(s) of any boiler, shower or shower pump (whether faulty or not), then you agree to reimburse us for those costs in full.
13. FORCE MAJEURE
We shall be under no liability for any loss, damage, delay or expenses caused wholly or in part by Act of God, outbreak of war, civil commotion, governmental policies or restrictions or control, including restrictions of export or import or other licences, trade or industrial disputesof whatever nature, whether or not such dispute involves us, our employees or agents, or by any other event whatsoever which is beyond our control, and in any such circumstance, we may omit goods from, or cancel your order, or postpone delivery of the goods ordered.
14. BANKRUPTCY OR INSOLVENCY
(a) (being a company) you make a proposal for or enter into a scheme of arrangement or a composition with your creditors or fail to comply with a statutory demand or become insolvent or pass a resolution for your winding- up or a petition for your winding - up is presentedor you are wound up (otherwise than for the purpose of amalgamation or reconstruction), or
(b) (being a company) a petition for an administration order is presented against you or a receiver or administrative receiver is appointed over any of your assets or undertaking or circumstances arise which would entitle the court or a creditor to appoint a receiver oradministrative receiver over your undertaking or any material part thereof, or
(c) (being an individual, sole trader or a partner in a partnership) you are or become insolvent or an application is made to the court under Part VIII of the Insolvency Act 1986 for an interim order for the purpose of a voluntary arrangement or an order is made for theadministration of your estate pursuant to Part VI of the County Courts Act 1984 or a bankruptcy petition is presented by or against you or you are adjudged or declared bankrupt, or
(d) (whether you are a company, a partnership or an individual) you take or suffer any similar action in consequence of debt.
Then we may forthwith stop any goods in transit and/or suspend furtherdeliveries and/or terminate all contracts with you without prejudice to thecontinuation of all our rights hereunder and to any existingclaims. Where goods have been delivered but not paid for, the price shall become immediately due and payable.
15. NON-WAIVER OF RIGHTS
The failure by either you or us to exercise or enforce any rights conferred by the contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement of such right at any time thereafter.
16. HEALTH & SAFETY
(a) Certain products supplied by us could if incorrectly used, give rise to risks to health and safety concerns. Information in respect of such products is available from us on request. You undertake to us that you will ensure compliance so far as is reasonably practicable by your employees,agents, licensees and customers with any instructions given by us or the manufacturer or by law for the purpose of ensuring that such goods will be safe and without risk to health when properly used and will take any other steps or precautions, having regard to the natureof the goods, as are necessary to preserve the health and safety of person handling, using or disposing of them.
(b) You also agree that we have no liability to you (or any person to whom you permit access to the goods) for any use or abuse of any goods we sell you if they are used without due care and without regard to both sensible practices and any warning or instructions availableto you from us or from the container or packaging on the goods.
17. DATA PROTECTION
(a) All your personal data which we hold will be obtained and processed lawfully and fairly for the purposes of (i) processing your orders (both present and anticipated), (ii) checking your credit status, if you seek or wish to have or do have an account facility with us and (iii)notifying you of any special offers which we believe may be of interest to you (unless you ask us not to notify you of such offers, in which case the data will not be held for that purpose).
(b) On written request made by you at any time, we will remove all or any of your personal details held on our computer system. If this is done, we may forthwith cancel or suspend your account facility.
(c) None of your personal data will be disclosed to any third party or used for any other purpose than those set out above unless ordered by a Court or we are otherwise obliged by law to do so. We will not keep or seek or retain data irrelevant to those purposes. You acceptthat we may be obliged by law or order to pass on to third parties information for the prevention of fraud, crime, money-laundering and the good administration of justice without your consent or knowledge.
(d) We will strive to ensure that your personal data which we keep is accurate and up to date and we will not keep it for longer than is necessary.
(e) We will take appropriate security measures against unauthorised access to, alteration, disclosure and destruction and against accidental loss or destruction of your personal data.
(f) We acknowledge and recognise your rights under the Data Protection Act 1988 for information from us.
(a) Any notices given under or pursuant to any term or condition of any sale of goods from us to you shall be in permanent readable form and shall be deemed properly delivered if addressed to the party concerned at its principal place of business or last known address or registered office. Any notice hereunder shall be deemed to have been delivered, if sent by First-class post, 2 days after posting.
(b) Notwithstanding the terms of the preceding sub-clause, we may by e-mail accept or confirm your orders.
19. APPLICABLE LAW AND JURISDICTION
Any contract with us shall be governed by and construed in accordance with English law and each party agrees to submit to the exclusive jurisdiction of the English courts as regards any claim or matter arising under the contract.