Terms & Conditions.
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Millside Heating Ltd
Holmfirth HD9 2JZ
VAT No. 343 1318 33
Registered Company No. 12445784
Telephone: +44 (0)1484 687997
Fax: +44 (0)1484 682750
In these terms and conditions, the following words shall have the following meanings: “buyer”: individual, firm, company or other party from whom an order to supply goods or services is received; or who otherwise is the purchaser of goods or services from the company. “seller”: individual, firm, company or other party to whom an order to supply goods or services is given by the company; or who otherwise is the seller of goods or services to the company. “company”: Millside Heating Services Limited. “conditions”: the standard terms and conditions of sale set out herein, together with any additional terms and conditions that may be agreed between the company and the buyer. “contract”: a contract for the supply of goods by the company to the buyer. “goods”: products, kits, systems or services supplied or sold by the company. “order”: any oral or written order, including by email or web site, placed by the buyer with the company for the supply of goods. Words importing the singular number shall include the plural and vice-versa, words importing one gender shall include all genders, and words importing persons shall include corporate bodies, unincorporated associations and partnerships.
2. The Contract
2.1 These conditions are incorporated into the contract and contain the entire obligations between the company and the buyer. All orders are accepted and goods supplied under these conditions alone.
2.2 Any other terms and conditions which a buyer might seek to impose are excluded, even if they are contained in a later document and/or purport to exclude or supersede any terms or conditions inconsistent with them and/or may be contained in any offer acceptance or counter offer made by the buyer. These conditions apply to all contracts between the company and the buyer unless and until the company notifies the buyer of any change to them.
2.3 No variation of these conditions is permitted unless expressly agreed in writing by a director of the company.
2.4 If at any time any part of these conditions is found to be invalid, illegal, void or unenforceable in any respect under any law, then such part shall be severable from the remaining provisions of these conditions, and the validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
2.5 No order shall be binding on the company unless and until it has been acknowledged by the company either in writing or by delivering the goods to the buyer pursuant to the order. Any acknowledgement by the company of an order is subject to availability of the relevant goods.
2.6 All oral orders by commercial customers must be confirmed to the company in writing by an official Purchase Order or Works Order. Otherwise, for Domestic customers, the company reserve the right to request written confirmation of all orders in any such circumstances as the company shall see fit.
2.7 All orders shall be subject to a minimum invoice value of £50 plus VAT, except for orders placed on the company website which shall have a minimum £5 order value.
2.8 The company reserves the right to refuse to accept any order without giving any reason.
3. Cancellation and termination
3.1 Where goods are ordered by the buyer, which the company deems to be “special” by virtue of the quantity or specification, then no cancellation by the buyer is permitted unless expressly agreed by the company. The buyer will be liable for the full price of any such goods.
3.2 If the company agrees to take back in to stock any goods correctly supplied to the buyer, the company reserves the right to apply a restocking charge of 10% of invoice or merchant/manufacturer’s terms which ever be the greater.
3.3 In the event of an agreed cancellation by the buyer, the buyer will indemnify the company fully against all expenses incurred by the company in connection with the order and its cancellation.
3.4 In the circumstance set out in this condition, the company may:
(a) stop and recall any goods in transit and suspend further deliveries and/or
(b) suspend work on the contract and/or
(c) determine the contract forthwith;
and if the goods or any part of them have been delivered and/or provided but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary. The circumstances referred to are:
the buyer commits any breach of the contract and fails to remedy it within 7 days of receiving the company’s request in writing so to do; or
any distress or execution is levied upon any goods or property of the buyer;
or the buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being an incorporated company) passes a resolution for winding up (otherwise than for the purpose of amalgamation or reconstruction) or a court makes an order to that effect; or
an encumbrancer takes possession of, or an administrative receiver or receiver is appointed over, any of the property or assets of the buyer; or
the buyer ceases, or threatens to cease, to carry on business or is unable to pay its debts within the meaning of section 123 Insolvency Act 1986; or
the company reasonably apprehends that any of the events mentioned above is about to occur in relation to the buyer and notifies the buyer accordingly.
3.5 The company’s rights contained in condition 7 shall continue beyond the discharge of the parties’ primary obligations under the contract consequent upon its termination.
3.6 The termination of the contract for whatever reason will be without prejudice to the rights and liabilities of either party accrued prior to termination.
4.1 Notwithstanding any quote given by the company, the price for the goods shall unless otherwise agreed be that prevailing at the date of delivery to the buyer.
4.2 Without prejudice to condition 4.1, the company may adjust the price of the goods at any time to reflect a variation in the cost to the company of supplying them caused by any circumstances beyond the company’s control. The company’s written certificate of such circumstances and variation shall be conclusive evidence of those matters.
4.3 Unless otherwise stated all prices quoted are exclusive of Value Added Tax and delivery charges, which shall be charged to the buyer.
4.4 Orders placed on the company website for less than £45 excluding VAT shall be subject to an additional charge equal to the full cost of delivery.
4.5 All quotes are given “errors and omissions excepted”, expire after 30 days if no other expiry date is expressed, and are subject to these conditions.
4.6 The company reserves the right to vary the specification of its goods or withdraw them from offer without notice.
5. Terms of payment
5.1 Unless otherwise agreed with the company at the time of placing its order, the buyer shall make 50% payment for the goods with its order. Final payment shall be made within 7 days of completion of works and date of official company invoice. Any variance from these terms of payment shall not be effective unless it has been agreed in writing by a manager or director of the company, prior to the delivery of the goods.
5.2 The company reserves the right to charge interest at 5% above the base rate for the time being of Barclays Bank plc on all overdue invoices. Interest will accrue on a day to day basis from the due date for payment until full payment has been made.
5.3 The buyer shall forthwith on demand by the company reimburse to it any bank charges incurred or suffered by the company as a result of any cheque given by the buyer failing to be met on presentation.
5.4 The buyer shall not be entitled to withhold payment of any amount due to the company by reason of any claim by the buyer against the company or any third party in connection with the contract.
5.5 Without prejudice to condition 5.4, all legal and equitable rights of set-off that the buyer may otherwise have against the company are excluded.
5.6 Any discount or retrospective bonus granted by the company to the buyer is discretionary and may be withdrawn at any time at the company’s option and is in any event subject to payment by the buyer in accordance with these conditions.
5.7 The company reserves the right to terminate any credit arrangements at any time without giving any reason.
5.8 The company reserves the right to impose special credit conditions or demand security for payment before continuing with or delivering any order.
6.1 All goods shall be delivered to the buyer’s invoice address or to an alternative address specified on the buyer’s order unless the buyer arranges to collect them at a time agreed by the company.
6.2 All delivery times offered by the company shall be treated as best estimates. The time for performance of the contract by the company shall not be of the essence of the contract. The company’s failure to so deliver and/or provide the goods by the due date(s) shall not constitute a breach of contract. The company shall not be liable for any loss whatsoever or howsoever arising caused by non-compliance with advised delivery schedules.
6.3 Normal delivery schedule for any order will be within 7 to 10 working days from date of confirmed order, subject to manufacturer’s delivery schedule and external factors such as weather and circumstances in condition 14.
6.4 Where goods are delivered by instalments each instalment shall be deemed to be sold under a separate contract and no default in respect of any one instalment shall affect due performance of the contract as regards other instalments.
6.5 Any damages or loss of goods in transit must be reported to the company within 48 hours of delivery. Proof of Delivery supplied by a third part courier will be sufficient proof that the goods were delivered.
7. Risk and passing of title
7.1 Risk in the goods shall pass to the buyer when the goods are delivered to, or collected by, the buyer or its agent.
7.2 Title in the goods shall not pass to the buyer until payment has been received by the company for the goods and no other amounts are then outstanding from the buyer to the company in respect of other goods supplied by the company.
7.3 The company authorises the buyer to use or to agree to sell goods delivered to the buyer subject to the provisions of condition 7.4.
7.4 Until title to the goods passes to the buyer:
7.4.1 The buyer will hold the goods as fiduciary agent and bailee for the company.
7.4.2 The goods shall be kept separate and distinct from all other property of the buyer and of third parties and in good and substantial repair and condition.
7.4.3 The company may at any time revoke the buyer’s authority to sell and use the goods by notice to the buyer if the buyer is in default in the payment of any money due to the company or if the company has bona fide doubts as to the solvency of the buyer
7.4.4 The buyer’s authority to sell and use the goods shall automatically cease if the buyer:
has a petition presented for its winding-up or for an administration order under the Insolvency Act 1986 or
passes a resolution for voluntary winding up, otherwise than for the purposes of a bona fide amalgamation or reconstruction or
compounds with its creditors, or
has a receiver appointed for all or any part of its assets or
becomes bankrupt or insolvent or enters into any arrangements with creditors or takes or suffers any similar action in consequence of debts or carries out or undergoes any analogous act or proceedings under foreign law.
7.4.5 Upon determination of the buyer’s authority to sell and use the goods the buyer shall place them at the disposal of the company. The company shall be entitled to enter the premises of the buyer for the purpose of removing them, using such force as is reasonably necessary for such purpose.
8. Damage and discrepancies/shortages
The responsibilities, liabilities and rights of the company and the buyer with respect to any claim of damage or discrepancy/shortage in respect of any delivery of goods, are contained within the separate Delivery, Damage & Discrepancy policy document.
9. Title to sell and fitness for purpose
9.1 The company warrants that it has title to and the unencumbered right to sell the goods.
9.2 It is the buyer’s responsibility to ensure that the goods are suitable for the purpose to which they are intended to be used. If the buyer is unsure as to the suitability of any goods for a particular purpose the buyer should consult the company prior to purchase.
9.3 Even if the buyer has consulted the company about the intended use of the goods, no representation or warranty is given as to the suitability or fitness of the goods for any particular purpose. The buyer shall bear the entire responsibility therefor.
10. Liability and exclusions
10.1 The company is only liable for defects caused by faulty design, manufacture, materials or workmanship of goods supplied by the company.
10.2 In respect of goods not designed or manufactured by the company, the company only gives such guaranty or warranty to the buyer as the company itself receives.
10.3 The Company shall not be liable for:
defects caused by abnormal or incorrect use, misuse, neglect or failure to install/service the goods correctly or
faulty design, manufacture, materials or workmanship on the part of the buyer or third parties or
defects arising in the course of storage or handling of the products after delivery to the buyer or its agent.
10.4 Nothing in these conditions excludes or limits the liability of the company for death or personal injury caused by the company’s beach of duty.
10.5 Liability for fraudulent misrepresentation on the part of the company is not excluded or limited.
10.6 Save as set out above, the company shall not be liable to the buyer for any direct, indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses, or other claims for consequential compensation whatsoever (however caused) which arise out of or in connection with the contract or the relationship between the parties.
10.7 If, notwithstanding the other provisions of these conditions, the company is found liable for any loss or damage suffered by the buyer, the company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with the performance or contemplated performance of the contract shall be limited to the price of the goods paid by the buyer to the company.
10.8 Where the goods are sold under a consumer sale (as defined by the Sale of Goods Act 1979) the statutory rights of the buyer are not affected by these conditions.
11.1 The responsibilities, liabilities and rights of the company and the buyer with respect to any claim for warranty, be it for work and/or replacement of parts, are as follows:
Goods – subject to manufacturer’s terms and limits. In the event of goods sold via the company web site there is a 7 day “No Quibble” Guaranty of full refund.
Workmanship – All work carried out by the company shall be subject to 24 months warranty.
Any original component part replaced under warranty shall itself have a 12 month warranty. Such new warranty shall apply to the replacement part only and shall not extend the warranty period of the original appliance beyond its previously stated time period.
If an original component part is replaced under warranty and that replacement part then fails under its own warranty, as above; the part shall be supplied Free Of Charge but the labour cost of replacement shall be fully chargeable.
The company’s determination on any matter thus arising shall be final.
11.2 All warranty and guaranty provisions shall be invalid, in the event of the company not having received full payment for any and all goods supplied. This shall apply even if the buyer’s customer has paid the buyer for the goods, if the buyer has not made full payment to the company.
12. Intellectual Property Rights (IPR)
12.1 Unless otherwise agreed in writing, the company will be the sole owner of all inventions, designs or other similar items and the copyright in all documents and drawings made or produced by it in preparing a quotation for the buyer or in the course of work on any contract with the buyer.
12.2 The buyer agrees to preserve the IPR of the company at all times and to ensure that no contract for supply of goods involves loss of IPR by the company unless expressly offered as part of the contract by the company. IPR shall include any patent, trade mark, registered design, know-how, confidential information, trade secrets or copyright.
13.1 The buyer shall indemnify the company fully and keep it indemnified at all times from and against all claims made against the company by a third party in respect of the goods supplied by the company after their delivery to the buyer.
14. Suspension and Force Majeure
14.1 The company shall not be liable for any failure to deliver the goods arising from circumstances outside the company’s control. During any period in which such circumstances subsist the company’s obligations shall be suspended.
14.2 Non-exhaustive illustrations of the circumstances that are covered in condition 14.1 are; Act of God, war, riot, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, Government action or regulations (UK or otherwise), delay by suppliers, accidents and shortage of materials, labour or manufacturing facilities.
14.3 Should the company be prevented from delivering the goods according to conditions 14.1 and 14.2, it shall give the buyer notice of this fact as soon as practicable, and in writing if possible.
14.4 If the circumstances preventing delivery are still continuing three months after the buyer receives the company’s notice, then either party may give written notice to the other cancelling the contract.
14.5 If the contract is cancelled under condition 14.4, the company will refund any payment which the buyer has already made on account of the price (subject to deduction of any amount the company is entitled to recover from the buyer) but the company will not be liable to compensate the buyer for any further loss or damage caused by failure to deliver.
15.1 Any figures, statements, descriptions, illustrations, photographs, drawings, or any other matters contained in the company’s or any other brochures, price lists or advertising literature are not guaranteed to be accurate and are intended merely to represent a general picture of the company’s or any other goods and shall not form part of the contract nor be regarded as a warranty or representation relating to the goods.
15.2 Due to the company policy of continual improvement it reserves the right to vary the specification, details, prices or availability of goods at any time.
Any notice to be given according to these Terms and Conditions shall be in writing wherever possible, or alternatively by fax or email or orally. Notice shall be deemed to have been duly given if sent or delivered to the buyer or other relevant party concerned at its specified address or such address as the buyer or other such party may from time to time notify to the company. It shall be deemed to have been served; if sent by post, on the third business day after posting, or if by fax, email or orally at the time of on the first business day after successful transmission. Notice shall be validly given if it has actually been received by any means.
Neither the company nor the buyer shall assign or transfer or purport to assign or transfer the contract or the benefits thereof to any other person without the prior written consent of the other.
These conditions and any such contract shall be governed by and construed in accordance with the laws of England, and the company and buyer hereby agree to submit to the exclusive jurisdiction of the English courts.
The rights and remedies of the company under the contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by the company in asserting or exercising any such rights or remedies.