PIPING HOT COOKERS LTD - TERMS AND CONDITIONS OF SALE
1. GENERAL
(a) In these terms and conditions, "Company" means Piping Hot Cookers Ltd of 23, Cottesbrooke Park, Heartlands, Daventry, NN11 8YL
"Purchaser" means the person buying the Goods from the Company, and all other defined terms shall have the meanings given to them on the
invoice. "Goods" means solar / renewable heating and any associated products detailed on the invoice.
(b) An order constitutes an offer by the Purchaser to purchase Goods in accordance with these terms and conditions. The order shall only be
deemed to be accepted when the Company issues a written acceptance of the Order, at which point a contract shall come into existence.
(c) Whether or not the Purchaser has signed and returned a copy of this document, all quotations are given and all orders are accepted by the
Company exclusively on these terms and conditions (in conjunction with any Incoterm specified on the invoice, as modified by these terms and
conditions) to the exclusion of all other terms or conditions which the Purchaser purports to apply through any order, confirmation, specification or
other document of/ or communication from the Purchaser in the course of negotiations or any other terms, conditions or representations referred
to in any course of dealings between the Company and the Purchaser. All orders hereafter made by the Purchaser shall be deemed to be made
subject to these terms and conditions.
(d) No modification of these terms shall be effective unless made by an express written agreement between the Company (acting through a
Director) and the Purchaser. The signing by the Company of any of the Purchaser’s documentation shall not imply or effect any such modification.
(e) The Purchaser shall not be entitled to cancel any contract without the consent of the Company, which if given shall be deemed to be given on
the express condition that the Purchaser shall indemnify the Company against all loss, damage, costs, claims or actions arising out of such
cancellation.
(f) No stock can be held or reserved without an official order.
(g) The Company only supplied the Goods and does not provide any services for the installing of the Goods. The installation of the Goods is the
responsibility of the Purchaser.
2. PRICES
In the case of all orders for the supply of the goods described on the invoice (“the Goods”), unless otherwise expressly stated in writing by the
Company orders are accepted on the basis that:-
(a) The price stated is the net price of the Goods (after deduction of any discounts) excluding delivery in accordance with the provisions on the
invoice and is exclusive of value added tax, customs duties and import levies or any similar duties or levies:
(b) Please note that the Company is entitled without prior notice to adjust the price stated to take account any change in specification made at the
request of the Purchaser or any alteration before the date of delivery in the cost to the Company of labour materials sub-contracted services or
import or export duties or tariffs or transport or fluctuations in currency exchange rates which directly affects the cost to the Company of supplying
the Goods;
(c) The price stated is for stipulated quantities only and does not hold good for lesser quantities.
(d) Prices are based upon payment in advance unless otherwise stated.
3. PAYMENT
(a) In the case of orders for UK delivered Goods, unless otherwise expressly stated, prices are due and payable in United Kingdom pounds sterling
prior to despatch of the
Goods.
(b) In the case of orders where the Purchaser pays by Credit Card a handling fee maybe charged at the rate specified on the invoice.
(c) In the case of all orders, if the Purchaser shall fail to make payment in full on the due date above, then (without prejudice to any other rights of
the Company) the Purchaser shall, without any need for the Company to give notice, become liable to pay the Company interest on the amount for
the time being unpaid at the rate of 2.5% above the base rate of the HSBC Bank (or such other rate if any as is specified on the invoice) which
shall accrue from day to day, compounded monthly, and be calculated from the date of delivery of the Goods until the date of actual payment, both
before and after any court judgement and:- (i) the Company shall be entitled to suspend all or any other deliveries to be made under that or any
other contract with the Purchaser. In such event the Purchaser shall not in any respect be released from its obligations to the Company under that
or any such other contract; or (ii) instead of suspension in accordance with paragraph (i) above the Company shall be entitled to terminate the
relevant contract or any other contract with the Purchaser in accordance with Conditions 11 below and to claim damages from the Purchaser. (d)
Time for payment is of the essence of these terms and conditions.
4. DESPATCH AND DELIVERY
(a) The exact method and target date for delivery as agreed between the Company and the Purchaser is stated on the order form. Any despatch or
delivery date shown on the order form is a target date only, and whilst the Company will use all reasonable endeavours to achieve any stated
despatch or delivery date it accepts no liability whatsoever for any loss or damage resulting from delay howsoever the same shall have been
caused. Time of delivery is not of the essence and shall not be made of the essence by notice. Please note that where the Company physically
deliver the Goods there may be an additional delivery charge which the Purchaser will be notified of before delivery or will be stated on the order
form.
(b) In the case of orders for UK delivery, delivery shall (unless otherwise stated on the invoice) be effected on loading the Goods on to the carrier’s
transport at the Company’s Premises.
(c) In the case of orders for delivery outside the UK, delivery shall (unless otherwise stated on the invoice) be effected:
(i) in the case of CIF and CFR contracts (as defined in Incoterms 2000), by delivery to the Purchaser or its duly authorised agents of the bills of
lading, airway bill or other document in respect of the Goods; or (ii) in the case of FOB contracts (as defined in Incoterms 2000), by delivery to the
ship or aircraft at the place of export or to the specified carrier or its duly authorised agent of the
Goods and to the confirming house or its agent of the bills of lading, airway bill or other document in respect of the Goods.
(d) Notwithstanding that the stated price may include the cost of carriage from the Company’s Premises the risk in the Goods sold shall pass to the
Purchaser upon their transfer at such Premises onto the carrier’s or Purchaser’s transport save that where the contract is stated to be CIF, FOB and
CFR the risk shall pass to the Purchaser when the Goods are delivered onto the ship or aircraft.
(e) The Purchaser shall keep the Goods fully insured against all risks normally insured against at least throughout the period between the risk
therein passing to the Purchaser and the property therein ceasing to remain with the Company.
(f) Upon delivery of the Goods in each case the Purchaser shall sign the Company’s delivery note and check the consignment. Please note: If the
Goods are not delivered or upon delivery are found to be damaged or short the Company shall not in any event be liable unless:(i) the Purchaser gives written notice to the Company and to the carrier within two working days of the date of delivery and
(ii) in the case of short or damaged delivery the Purchaser gives the Company or its representative(s) a reasonable opportunity to inspect the
Goods concerned in the state and condition and location in which they were delivered.
(g) The Purchaser shall inspect the Goods for shade and quality and accept the Goods before they are installed, no claims will be considered after
the Goods have been installed.
(h) When the Goods are delivered or shipped in lots or by instalments the contract for the Goods shall be construed as a separate contract in
respect of each lot or instalment subject to these conditions and subject to any special conditions incorporated in the contract in writing.
5. PROPERTY
(a) Notwithstanding delivery of the Goods or of any documents representing the Goods the property in each item of the Goods shall remain with
the Company until receipt by the Company of payment in full in cleared in funds for each such item, and until the receipt by the Company of
payment in full of any other sum from time to time owing to the Company on any account whatsoever.
(b) The Purchaser shall (unless otherwise agreed by the Company in writing) ensure that all Goods which are in the possession or control of the
Purchaser and the property in which remains with the Company are stored separately and that they are labelled so that they may be readily
identified as property of the Company.
(c) Subject to condition 12(b) (i) the Purchaser may sell any item of the Goods prior to the Company receiving payment in full for such item and in
such event:-
(i) the Purchaser shall hold on trust for the Company and shall account to the Company for the proceeds of sale of such item; and (ii) until payment
to the Company in full for such item the Purchaser shall maintain such proceeds of a sale in a separate bank account.
6. SPECIFICATIONS, DESCRIPTIONS AND CATALOGUES
Please note the following important provisions: (a)The Purchaser shall be responsible to the Company for the accuracy of any order and
specification submitted by the Purchaser. Only specifications accepted in writing by the Company will form part of the contract for the Goods. The
Purchaser shall be responsible for supplying to the Company all pertinent information relating to the supply of the Goods (including but not limited
to the purpose for which the Goods are to be used). It is the Purchaser's responsibility to check the suitability of the Goods prior to order.
(b) All drawings, descriptive matter, descriptions, specifications, , photographs, physical examples, advertising and any other data issued by the
Company and any descriptions or illustrations contained in the Company's catalogues, brochures or price lists are issued or published for the sole
purpose of giving an approximate idea of the Goods described in them and only being intended to serve merely for guide purposes only and no
warranties or representations are given by the Company in respect of the same of the above.
(c) Where a sample of the Goods is supplied or is inspected or is shown to the Purchaser such sample is provided for the sole purpose of giving an
approximate idea of the Goods and for guide purposes only, the Purchaser shall not rely upon any representation or description concerning sample
of any Goods supplied unless reference is made thereto on the invoice.
(d) Accordingly the Company shall not be liable for the accuracy of any information or samples referred to whether in 7(a) (b)or(c) or otherwise
and such information and samples will not form part of the contract and the contract shall not be a sale by description or a sale by sample as
defined in s 13 and s15 of the Sale of Goods Act 1979.
(e) It is the Purchaser’s responsibility to specify certification requirements at the time of ordering.
(f) Where the Goods are hand made or comprise of natural materials, the Goods may vary in accordance with reasonable natural tolerances, (e.g
appearance of or in dimension (including crazing) from the specification or order made by the Purchaser) and the Purchaser irrevocably and
unconditionally waives it's right to make any claim against the Company in respect of any such variations
(g) The Company reserves the right to substitute alternative Goods where necessary and to make changes to any specifications provided that such
substitutions or changes are minor (i.e. do not materially alter the quality or performance of the Goods) or which are required to comply with any
applicable Statute, Statutory Instrument or regulatory requirements.
7. WARRANTY AND LIABILITY
(a) The Goods are sold with the benefit of a manufacturer’s warranty, details of which will be supplied to the Purchaser on request (“Warranty”).
(b) Except as set out in condition 7(a), all warranties, conditions and other terms implied by statute or common law are, to the fullest extent
permitted by law, excluded from the contract.
(c) Except as provided in this condition 7 and condition 8, the company shall have no liability to the Purchaser in respect of the Goods’ failure to
comply with the Warranty.
(d) Nothing in these terms and conditions shall limit or exclude the Company’s liability for:
1 – death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
2 – fraud or fraudulent misrepresentation; or
3 – breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
4 – defective products under the Consumer Protection Act 1987; or
5 – any matter in respect of which it would be unlawful for the company to exclude or restrict liability.
(e) Subject to condition 7(d)
1 – the company shall not be liable to the Purchaser, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for
any loss of profit or indirect or consequential loss arising under or in connection with the contract; and 2-the company’s total liability to the
Purchaser in respect of all losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of
statutory duty, or otherwise, shall not exceed the price of the Goods.
8. RETURNS
(a) If: 1 – the purchaser gives notice in writing to the company within reasonable time of discovery during the relevant Warranty period that some
or all of the Goods do not comply with the Warranty; and
2 – the Company is given reasonable opportunity of examining such Goods; and
3 – the Purchaser (if asked to do so by the Company) returns such Goods to the
Company’s place of business (at the reasonable cost of the Company) or makes the Goods available for collection by the Company, the company
shall provide the Purchaser with reasonable assistance (at the Purchaser’s cost) in dealing with the manufacturer to obtain any remedy to which the
Purchaser may be entitled under the terms of the Warranty.
(b) If inspection or testing of the Goods following their return to or collection by the Company in accordance with condition 8(a)3 reveals no defect
in the Goods then the Company shall be entitled to charge the Purchaser for any costs reasonably incurred by the Company in accordance with
condition 8(a)3.
(c) For the return of non-defective Goods:
1 - The Company has absolute discretion whether it accepts Goods to be returned by the Purchaser.
2 - Goods procured and supplied for special orders cannot be returned.
3 - If Goods are accepted for return they may be only be returned within a one month period from invoice date.
4 - Goods that are accepted for return will be subject to a 20% restocking charge.
9. INDEMNITIES
Please note the following important provisions:
The Purchaser shall be solely responsible for and shall keep the Company indemnified against any loss, liability or expense arising directly or
indirectly from the negligent, wrongful, or inappropriate (including a failure to follow manufacturer’s instructions) use or re-sale of the Goods.
10. FORCE MAJEURE
The Company shall be entitled to cancel or rescind any contract without liability for loss or damage resulting there from if the performance of its
obligations under the contract is in any way adversely affected by any circumstances beyond its reasonable control, including but not limited to
war, strike, lockout, sit-in, trade dispute, flood, accident to plant or machinery, shortage of any material or labour or any other cause whatsoever
beyond the Company’s control.
11. ASSIGNMENT
The Purchaser shall not assign this Agreement or any rights hereunder in whole or in part without the prior written consent of the Company.
12. DEFAULT
(a) The Company may by notice in writing to the Purchaser terminate any contract for Goods forthwith if:-
(i) the Purchaser shall commit any breach of any of these terms and conditions (including without limitation terms concerning the time for payment
of the purchase price) or other terms of that or any other contract with the Company PROVIDED if such breach is remediable that the Company has
previously given to the Purchaser notice thereof and the same has not been remedied within seven days thereafter;
(ii) if an order is made or a resolution is passed for the winding up of the Purchaser or circumstances arise which entitle a Court of competent
jurisdiction to make a winding-up order of the Purchaser; or an order is made for the appointment of an administrator to manage the affairs,
business and property of the Purchaser or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the
Purchaser or notice of intention to appoint an administrator is given by the Purchaser or its directors or by a qualifying floating charge holder (as
defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
(iii) a receiver is appointed of any of the Purchaser’s assets or undertaking or if circumstances arise which entitle a court of competent jurisdiction
or a creditor to appoint a receiver or manager of the Purchaser or if any other person takes possession of or sells the Purchaser's assets; or
(iv) the Purchaser makes any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for the
protection of its creditors in any way; or
(v) the Purchaser is, or is reasonably considered to be unable to pay its debts when they fall due as defined in Section 123 of the Insolvency Act
1986; or
(vi) any distraint is levied against the Purchaser or its property by any third party;
(vii) if the Purchaser ceases, or threatens to cease, to carry on business.
(b) In the event of any such termination:-
(i) the Company shall be entitled to repossess any Goods which are in the possession or control of the Purchaser and the property in which remains
with the Company and for such purpose to enter into and upon the premises of the Purchaser and the Purchaser shall cease to be entitled to sell
any Goods supplied by the Company which have not yet been paid for; and
(ii) the Company shall be entitled by notice in writing to the Purchaser to declare (and there shall forthwith become) immediately due and payable
any amounts outstanding from the Purchaser to the Company under that or any other contract and all such amounts shall bear interest at the rate
set out in Condition 3 above, calculated from the date of the notice until actual payment.
(c) The provisions of (a) and (b) above and the exercise by the Company of its rights thereunder are without prejudice to any other rights of the
Company.
13. LIEN
Please note the following important provision: The Company shall have a general lien overall and any Goods or property belonging to the Purchaser
which is in possession of the Company from time to time in respect of all and any sums due from the Purchaser to the Company and shall be
entitled to exercise such lien by selling such goods or property and applying the proceeds of sale against any sum so due at any time following the
expiry of 7 days’ notice to the Purchaser demanding payment thereof.
14. PROCESSING
(a) In relation to any agreement made with the Purchaser which involves processing of property or goods belonging to the Purchaser (or a third
party) such agreement is made on the assumption that such goods or property are suitable for processing on the Company’s plant. If this proves
not to be the case the Company reserves the right to cancel or renegotiate the agreement and the purchaser shall have no claim whatsoever
against the Company in this regard.
(b) Where an agreement involves work upon materials supplied by the Purchaser the Company shall use reasonable care to remove contaminating
matter therefrom but shall have no liability whatsoever (whether for negligence or otherwise) arising out of the presence of such contamination.
15. GENERAL
(a) Notices to be served hereunder shall be served on the relevant party at its address shown on the order form, invoice or other relevant
documents or such other address as may be notified in accordance with this clause or (in the case of a company) its registered office for the time
being or (in the case of a Purchaser not being a company) its principal place of business for the time being, by prepaid first class post (if in the
United Kingdom) or prepaid airmail (if outside the United Kingdom) and such notices shall be deemed to have been duly served 2 days (7 days in
the case of airmail post) after the same has been put in the post properly addressed.
(b) The headings used in these Terms and Conditions are for convenience only and shall not affect the construction thereof.
(c) If for any reason any wording in any part of these conditions is rendered or held by a Court to be unreasonable, void or unenforceable then
such offending wording shall be deemed severable from the remaining wording in such part of these conditions, and the remainder of such wording
shall continue to have full force and effect.
(d) no forbearance or indulgence on the part of the Company in enforcing any of these Conditions shall prejudice its strict rights hereunder or be
construed as a waiver thereof.
(e) All contracts shall be construed in accordance with English Law and where the Purchaser is based in the United Kingdom, the Company and the
Purchaser hereby submit to the exclusive jurisdiction of the English Courts, and otherwise to the nonexclusive jurisdiction of the English Court

Piping Hot Cookers Ltd General Terms of Business V1.05 10/11/2011

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