The following Terms and Conditions constitute the entire agreement between the parties and supersede any previous agreements, warranties, representatives, undertakings or understandings between the parties and may not be varied except in writing.
a) “Seller” means Mistral Energy Products Ltd
b) “Buyer” means the party contracting with the Seller to acquire the goods and services supplied under these terms and conditions.
c) “Goods” means all goods and appliances (by way of finished products) and services supplied by the Seller to the Buyer.
d) “Insolvency” means the Buyer is in a position where it is unable to pay its debts or has a winding up petition issued against it or has a receiver, administrator or administrative receiver appointed to it, or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him.
e) “Selling goods area“ Goods are manufactured specifically to be sold and installed on the UK mainland market only. Any sales or installations which venture outside this specific market area can only be undertaken with strict written authorisation of the Company.
a) Estimates are based on the Seller’s current costs of production and, unless otherwise agreed in writing, are subject to amendment to meet any rise or fall in such costs that have taken place by the time of delivery.
b) Estimates are given exclusive of tax and the Seller reserves the right to charge, and the Buyer will pay, any VAT or other tax payable.
c) All Goods carried out shall be charged, unless otherwise agreed in writing.
d) Payment is due at the Sellers discretion, the Seller, at his discretion, may ask for part or full payment in advance.
e) If credit facilities have been granted, payment is due by the end of the month following the month of Invoice. If any item(s) remain unpaid by that due date charges may be applied at the Sellers discretion and all costs reasonably incurred in collecting the debt are payable by the Buyer.
f) Unless otherwise agreed in writing, the price of the Goods will be “ex-works” and delivery shall be charged extra.
g) Should the Goods be suspended or delayed by the Buyer for any reason the Seller shall be entitled to charge for storage.
3. Credit Facilities
Credit facilities may be granted to applicants who complete the Seller’s Credit Account Application Form and who satisfy the Seller’s criteria as set out from time to time. Where facilities are granted the Seller reserves the right to withdraw them at any time, without having to give reasons and, in such a case, all outstanding invoices become due and payable immediately.
a) Delivery of the Goods shall be accepted when tendered.
b) Unless otherwise agreed in writing completion and delivery times are a guide only and, whilst the Seller will make every effort to adhere to proposed timescales, time is not of the essence in any contract with the Buyer.
c) Unless otherwise agreed in writing, (in which case an extra charge may be made) delivery will be to kerbside at the Buyer’s address and the Buyer will make arrangements for off-loading and for any additional transportation to its storage facility.
d) Subject to any agreements as per 4c deliveries involving difficult access and/or unreasonable distance from vehicular access shall entitle the Seller to make an extra charge to reflect its extra costs.
e) Should expedited delivery be agreed the Seller shall be entitled to make an extra charge to cover any overtime or any other additional costs.
f) Unless otherwise stated in writing, re-deliveries will be chargeable to the Buyer.
5. Materials supplied or specified by the Buyer
5.1 Risk and Storage
a) Buyer’s property and all property supplied to the Seller by or on behalf of the Buyer shall while it is in the possession of the Seller or in transit to or from the Buyer, be deemed to be at the Buyer’s risk unless otherwise agreed in writing and the Buyer should insure accordingly.
b) The Seller shall be entitled to make a reasonable charge for storage of any Buyer’s property left with the Seller before receipt of the order or after notification to the Buyer of completion of the work.
5.2 Finished Goods
a) The risk in the Goods and all parts delivered in connection with the goods shall pass to the Buyer on delivery and the Buyer should insure accordingly.
6. Retention of Title
a) The Goods remains the Seller’s property, until the buyer has paid for it and discharged all other debts owing to the Seller.
b) If the Buyer becomes subject to Insolvency and the Goods has not been paid for in full, the Seller may take the goods back and if necessary, enter the Buyer’s premises to do so, or to inspect and/or label the goods so as to identify them clearly.
c) If the Buyer shall sell the goods before they have been paid for in full, he shall hold the proceeds of sale on trust for the Seller in a separate account until any sum owing to the Seller has been discharged from such proceeds.
7. Claims and Liability.
a) Advice of damage, delay or loss of goods in transit or of non-delivery must be given in writing to the Seller and the carrier within three working days of delivery, (or in the case of non-delivery, within three working days of notification of despatch of the goods), and any claim in respect thereof must be made in writing to the Seller and the carrier within seven working days of delivery (or, in the case of non-delivery, within seven working days of notification of despatch). All other claims must be made in writing to the Seller within seven working days of delivery. The Seller shall not be liable in respect of any claim unless the aforementioned requirements have been compiled with.
b) If goods are accepted by signature as clean bill, there can be no acceptance of damage by the Seller.
c) In the event of all or any claims or rejections, the Seller reserves the right to inspect the Work within seven working days of the claim being notified.
a) Insofar as is permitted by law where Goods is defective for any reason, including negligence, the Seller’s liability (if any) shall be limited to rectifying such defect.
b) Where the Seller performs its obligations to rectify defective Goods under this condition, the Seller shall not be liable for indirect loss, consequential loss or third party claims occasioned by defective Goods and the Buyer shall not be entitled to any further claim in respect of the Goods nor shall the Buyer be entitled to repudiate the contract, refuse to pay for the Goods or cancel further deliveries.
c) The Seller shall not be liable for indirect loss, consequential loss or third party claims occasioned by delay in completing Goods, or for any loss to the buyer arising from delay in transit, whether as a result of the Seller’s negligence or otherwise.
d) Where the Seller offers to replace defective Work the Buyer must return Goods to the Seller before replacement or credits can be issued. If the subject Goods is not available to the Seller the Seller will hold that the Buyer has accepted the Goods and no credits or replacement Goods will be provided.
e) Where the seller offers to replace defective parts or they can be obtained locally, or for purpose of time, safety or consequential damaged limitation asks the buyer to replace the part which is within the capability of the buyer to fit, the buyer shall not refuse this offer, unless he can show clear cause for refusal. The seller would negotiate a replacement part and agreed labour costs. The buyer shall never refuse to carry out work which would limit damage to property or appliance, and indeed the responsibility for installation of these products is limited solely to the buyer. In the event of any warranty issue the appliance should be made safe in all aspects, until the company have the opportunity of rectifying the problem in conjunction with the buyer. This could in the event of any leak, require the system to be made safe. If the Buyer opts to have work re-done by any third party without prior agreement in writing to the Seller the Buyer automatically revokes his right to any remedy from the Seller, including but not exclusively the right to a credit in respect to the Work done by the Seller.
f) Where the work done will be forwarded by or on behalf of the Buyer to a third party the Buyer will be deemed to have inspected and approved the Goods prior to forwarding and the Seller accepts no liability for claims arising subsequently to the third party’s processing.
9. Re-stocking charge
The principle aim is to cover goods inwards Q.C, transport, admin and loss of warranty. Current charges are available upon request.
Warranty terms are available in current technical manual applications.
Without prejudice to other remedies, if the Buyer becomes insolvent, the Seller shall have the right not to proceed further with the contract or any other work for the Buyer, and be entitled to charge for work already carried out (whether completed such charge to be an immediate debt due to him. Any unpaid invoices shall become immediately due for payment.
12. General Lien
Without prejudice to other remedies, in respect of al unpaid debts due from the Buyer, the Seller shall have a general lien on all goods and property of or provided by the Buyer in his possession (whether worked on or not), shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property as agent for the buyer in such manner and at such price as he thinks fit, and to apply the proceeds towards such debts, and shall when accounting to the Buyer for any balance remaining be discharged from all liability in respect of such goods or property.
13. Force majeure
The Seller shall be under no liability if he shall be unable to carry out any provision of the contract for any reason beyond his reasonable control including (without limiting foregoing): Act of God; legislation; war; fire; flood; drought; inadequacy or unsuitability of any instructions, electronical file or any other data or materials supplied by the Buyer; failure of power supply; lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute; or owing to any inability to produce materials required for the performance of the contract. During the continuance of such a contingency the Buyer may by written notice to the Seller elect to terminate the contract and pay for work done or materials used, but subject thereto shall otherwise accept delivery when available.
14. Data Protection
The Buyer is hereby notified that the Seller may transfer personal information about the Buyer to a Credit Agency.
These conditions and all other express and implied terms of the contract shall be governed and construed in accordance with the laws of England and the parties agree to submit to the jurisdiction of the courts of England and Wales.
All specifications and notices relied on by ether party and all variations to this agreement must be in writing and include a duly authorised signature.
Nothing on these Terms shall affect the rights of Consumers.
All clauses and subclauses of this Agreement are severable and if any clause or identifiable part thereof is held to be unenforceable by any court of competent jurisdiction, then such enforceability shall not affect the enforceability of the remaining provisions or identifiable parts thereof in these