In these Conditions save where the context otherwise requires,
1.1 the following expressions shall have the meanings hereby assigned to them:
“Remeha” means Remeha, a trading division of Baxi Heating UK Limited , company number 03879156, registered in England and Wales, registered office Brooks House, Coventry Road, Warwick, CV34 4LL.
“Customer” means the buyer or prospective buyer of goods and/or services from Remeha.
“Specification” means the document or documents in writing (excluding plans, maps and markings or notes thereon) signed on behalf of Remeha, endorsed to the effect that it is intended to have contractual effect and setting out the description of the goods and/or services to be supplied.
“Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by Remeha.
“Contract” means the contract to supply the Contract Works.
“Contract Works” means the supply of goods and/or services described in the Specification.
“Contract Sum” means the prevailing price to be paid by the Customer to Remeha for carrying out the Contract Works, including the price of any variations and/or fluctuations as provided in condition 4..
“Indicated Delivery Date” means the date which Remeha has notified the Customer as the date on which Remeha anticipates making delivery of the Goods. Where the anticipated date of delivery is changed by Remeha, the new date immediately becomes the “Indicated Delivery Date”. The Indicated Delivery Date is not altered by any failure of the Customer to accept or enable delivery to be made on the date provided by Remeha.
1.2 In these Conditions if reference is made to any document being signed on behalf of Remeha or agreed in writing by Remeha that document must be signed by a director of Remeha or by another person authorised by Remeha to sign on its behalf.
1.3 Any reference to an Act of Parliament or any Order, Regulation, Statutory Instrument or the like shall include implicitly a reference to any amendment or re-enactment of the same.
1.4 Except where the context otherwise requires, words denoting the singular include the plural and vice versa; words denoting any gender include all genders; words denoting persons include firms and incorporated bodies and vice versa.
1.5 Condition headings are for ease of reference only and do not affect the construction of these Conditions.
1.6 Unless otherwise specifically agreed by Remeha in writing to be so in the event of any apparent contradiction between the wording of any of the Conditions and of the Contract or between any part of the Specification and any other part of the Contract, the wording of these Conditions shall take precedence over the wording of the Specification, and the wording of these Conditions and the Specification shall take precedence over the wording of any other part of the Contract.
1.7 Any drawings diagrams, photographs plans, maps and markings and notes on any documentation issued by Remeha are for illustration purposes only and are subject to change by Remeha. Any errors or accidental omissions by Remeha relating to any part of the Contract documents may be rectified by Remeha at no extra cost to Remeha.
1.8 Quotations issued by Remeha do not constitute an offer capable of acceptance by the Customer to form a Contract, or create any binding obligation upon Remeha. Any quotation issued constitutes an invitation to treat.
1.9 Any order or instruction to Remeha must be in writing or by email to Remeha and no confirmation of any such orders or instructions shall be binding on Remeha unless confirmed by Remeha in writing or by email.
1.10 This Contract shall in all respects be construed and operate in accordance with English Law, and the parties hereby submit to the non-exclusive jurisdiction of the English courts.
2.1 The Contract shall incorporate these Conditions and govern the supply or goods and/or services by Remeha to the Customer and prevail over any term or condition put forward by the Customer, unless Remeha expressly agrees in writing to the contrary. No other conduct of Remeha, its employees or agents constitutes acceptance of any term or condition put forward by the Customer.
2.2 Without prejudice to any other conditions hereof, no deletion, omission or exception from, addition to or variation of the Contract shall be valid or of any effect unless it is agreed in writing by Remeha.
2.3 No employee or agent of Remeha (other than a director, in writing) is authorised to make any representation on behalf of Remeha, whether orally, in writing or by conduct. No such representation (other than as specifically agreed by Remeha, in writing) is to be binding upon Remeha.
The Contract is for the supply of the goods and/or their delivery and/or installation and/or provision of other service as set out in the Specification.
4.1 Remeha reserves the right to vary the Contract Sum for the goods and/or services where parts, materials and/or labour costs increase due to factors that are beyond Remeha’s reasonable control.
4.2 Unless otherwise agreed by Remeha in writing, the Contract Sum is exclusive of delivery charges, packaging, insurance, and of any lifting tackle, specialist tools or machinery and rough labour required for the off-loading, positioning or erection of the Goods. All such charges and costs are to be borne by the Customer. The Customer shall be responsible for the disposal of all packaging.
4.3 Except where stated otherwise, all prices are exclusive of VAT which shall be due at the rate ruling on the date of the VAT invoice and of any other sales taxes, import or export taxes.
4.4 For the avoidance of doubt any rebate offered by Remeha for the benefit of or expressed to be payable by Remeha to the Customer’s own customers shall not be payable by Remeha to the Customer.
5.1 Remeha may, at its absolute discretion, allow the Customer to pay on an account or other basis. In all other cases, payment must be made in full upon placing the order unless otherwise agreed by Remeha in writing. In these circumstances, payment must be made within 30 days of the end of the month in which the Remeha invoice is raised.
5.2 Receipt or banking by Remeha of a deposit does not constitute acceptance of the Customer’s order. Except where the Customer’s order is not accepted by Remeha (or where the Contract is subsequently cancelled by Remeha in accordance with Clause 10.2), any Deposit paid is non-refundable.
5.3 If Remeha has agreed to payment on an account basis the Customer shall pay the Contract Sum.
5.3.2 If no instalment or times for payment are specified by Remeha pursuant to clause 5.3.1 then the balance of the Contract Sum shall be payable before delivery this being the Due Date.
5.4 If the Customer fails to pay any sum in full by the Due Date for payment, then:
5.4.1 the Customer shall pay to Remeha interest on such unpaid sum at whichever shall be the greater of 8% per year and the rate per year equivalent to 5% above the base lending rate of Lloyds TSB Bank Plc ; and
5.4.2 Remeha may, at its absolute discretion:
(i) require the Customer to pay the whole of the outstanding balance of the Contract Sum (including any variations) within 14 days of demand; and/or
(ii) withhold further performance of the Contract Works by Remeha until all due sums are paid and charge to the Customer any additional costs or losses thereby incurred; and/or
(iii) determine the Contract in accordance with Clause 10.3
6.1 Unless otherwise agreed by Remeha in writing, the place of delivery of the Goods will be the premises of the branch of Remeha where the Customer submitted its order. Where delivery is agreed to be made to any other premises, this will be to ground level and Remeha shall not be required to deliver to any specific place in the Customer’s premises.
6.2 Time for delivery by Remeha is not of the essence and the Indicated Delivery Date or any other dates whilst given in good faith are an estimate only of the approximate date of delivery.
6.3 Where Goods are to be delivered to the Customer and Remeha has provided an Indicated Delivery Date, the Customer must provide all necessary access, labour, equipment and machinery to accept delivery on the Indicated Delivery Date, save only to the extent that Remeha has agreed in the Contract to provide the same.6.4 In the event of the Customer’s failure, within 2 working days after notification of readiness by Remeha, either to collect the Goods from Remeha’s premises where delivery is to be from Remeha’s premises or, where delivery to the Customer’s premises has been agreed, to accept such delivery, the Customer will be liable to pay a storage charge to Remeha of £100 per day (or such higher charge, including insurance, as may be incurred by Remeha) until actual delivery or until the Customer puts Remeha in a position where Remeha is able to make such delivery.
6.5 Unless otherwise agreed in writing by Remeha, Remeha shall not be required to carry out any assembly or commissioning of any goods other than at the agreed delivery address in mainland United Kingdom.
6.6 If the Contract provides for assembly and commissioning, unless otherwise agreed in writing by Remeha, the Customer will be responsible for the connection of all services to the goods before being commissioned by Remeha. 6.7 Risk in the Goods passes to the Customer upon delivery.
7.1 The Customer will inspect the Goods at the point of delivery, to ensure that they are complete, in good order and in accordance with the Contract.
7.2 Any missing parts, defect or non-conformity with the Contract that is capable of discovery on reasonable inspection must be notified to Remeha in writing on the delivery note.
7.3 Signature of a delivery note by or on behalf of the Customer constitutes acceptance that the Goods have been delivered complete, in good order and in conformity with the Contract, except:
(i) where the delivery note is endorsed to the contrary, or (ii) in respect of missing parts, defects or non-conformity with the contract not capable of discovery on reasonable inspection (when the same must be notified to Remeha in writing within 2 working days of delivery (time being of the essence), which the Customer agrees to be a reasonable period given the nature and type of Goods supplied).
8.1 Remeha warrants that, unless otherwise specifically notified to the Customer, all goods will comply with their manufacturer’s specification for a period of 12 months from the actual date of delivery by
Remeha or for such other period as specified in writing by Remeha.
8.2 Remeha warrants that any service provided will be supplied with reasonable care and skill.
8.3 Remeha will not be liable for any defect or damage caused by any failure of the Customer to comply with the manufacturer’s written instructions.
8.4 The Customer agrees that in selecting the goods the Customer has placed no reliance on any opinion expressed by Remeha as to the suitability of the goods for any proposed use, unless such opinion is in writing signed on behalf of Remeha. 8.5 During the warranty period, the Customer will afford to Remeha (at Remeha’s option) a reasonable opportunity to inspect the goods either on site or elsewhere and to carry out any works necessary to bring the goods up to the required specification.
8.6 Unless otherwise agreed in writing by Remeha, Remeha shall not be liable for any warranty on the goods if :-
8.6.1 any part is fitted to the goods which is not the manufacturer’s genuine part; or
8.6.2 if the goods are outside mainland United Kingdom
8.7 Except where the Customer is dealing as a consumer as defined in the Unfair Contract Terms Act 1977 Section 12 and/or the Unfair Terms in Consumer Contracts Regulations 1999 Regulation 3(1) all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the goods or services, whether expressed or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law,
8.8 all warranties given are subject to the manufacturer’s warranty conditions which are available on request from Remeha
9.1 Save as referred to in this Contract, and to the maximum extent permitted by law, Remeha shall not under any circumstances be liable to the Customer whether in contract, tort or otherwise, for any loss,
damage or injury however caused or arising out of, or in the course of, or in connection with, the provision by Remeha of the Services or the use or occupation by Remeha or it’s servants or agents of any premises or site made available under this contract.
9.2 Remeha shall not be liable to the Customer for any loss of profit, business or production or for any similar loss or damage whether direct, indirect or consequential however caused.
9.3 Remeha’s liability for damage to property caused by its negligence is hereby limited to £2,000,000 for any one event or series of connected events. Remeha’s liability for any delivery of Goods or supply of services is otherwise limited to 125% of the Contract price of the relevant Goods or service. The Customer agrees that this is reasonable, having regard to the nature of the Goods and/or services.
9.4 Sub-clause 9.1 to 9.3 above shall not apply so as to exclude liability arising out of any deliberate or negligent act or omission of Remeha or any of its employees giving rise to death or personal injury.
10.1 Where the Customer wishes to withdraw from the Contract, Remeha may in its absolute discretion allow the Customer to do so on the immediate payment of the value of any work already undertaken by Remeha, including but not limited to material costs, labour costs, third party costs, profit costs on work done, any abortive delivery costs and/or storage costs, together with a cancellation administration charge specified by Remeha but not being less than 20% of the Contract Sum.
10.2 In the event that Remeha is unable to provide the agreed goods or services, Remeha’s liability will be limited to a full refund to the Customer of all sums paid by the Customer under the Contract and which will in any event only be refundable if the inability of Remeha to provide the agreed goods or services is otherwise than due to the default of the Customer.
10.3 If the Customer:
(i) fails to make any payment due to Remeha (including any VAT) on or before the Due Date
(ii) interferes with or obstructs the issue of any certificate due under the Specification or interferes with or obstructs the carrying out of the Contract Works by Remeha or fails (whether by failing to make suitable arrangements to accept or take delivery from Remeha or otherwise) to permit, accept or take delivery on the Indicated Delivery Date;
(iii) suffers an execution to be levied on his goods or, if the Customer consists of one or more individuals, if any such individual dies, enters into a composition or arrangement for the benefit of his creditors or has a receiving order in a bankruptcy made against him;
(iv) has a liquidator, receiver, or manager of his business or undertaking duly appointed or is the subject of a resolution or order for winding up (except for an amalgamation or reconstruction of a limited company);
(v) has an administrative receiver, as defined in the Insolvency Act 1986, appointed;
(vi) has possession taken, by or on behalf of the holders of any debentures secured by a floating charge, of any property comprised in, or subject to, the floating charge;
then Remeha may, without prejudice to its other rights or remedies, determine the Contract forthwith by written notice. Upon such determination or upon any other breach by the Customer of the terms and conditions of this Contract, all sums under the Contract become immediately due and the Customer will immediately allow or pay to Remeha the full amount of any losses, costs or expenses incurred by Remeha as a result of such determination or breach, including but not limited to material costs, labour costs, abortive delivery costs, storage costs and loss of profit.
Remeha shall be entitled to set off against any sums due from Remeha to the Consumer any sum due from the Customer to Remeha.
In the event of the cancellation or termination of the Contract, it is agreed that there is no salvage or disposal value to Remeha other than scrap value in any non-stock items purchased by Remeha for the purpose of the Contract Works, nor in any worked items (whether from stock or otherwise), nor in the Goods themselves (or part thereof), whether complete or incomplete at the date of cancellation or termination.
13.1 Title to the Goods will remain with Remeha and does not pass to the Customer until the Customer has paid all sums due to Remeha in respect of such Goods and on any other account. Even though title has not passed, Remeha will be entitled to sue for their price once payment is due.
13.2 Until title in the Goods has passed to the Customer, the Customer will hold them as bailee for Remeha and will keep them properly protected and insured and store them separately from any similar goods of the Customer or any other person in such a way that they remain easily identifiable as Remeha’s property.
13.3 The Customer may resell the Goods in the ordinary course of business before title passes in accordance with Clause 12.1, provided that any sale is not effected by the Customer as agent for Remeha (with the Customer having no authority to create privity of contract between Remeha and the buyer, nor to make any representations or give any warranty on behalf of Remeha), and further provided that the Customer holds the proceeds of any such resale as trustee for Remeha, separate from its own monies in a separate, identifiable bank account and provides Remeha with full details of the same at its request.
13.4 If, before title passes to the Customer, any of the Goods supplied to the Customer are incorporated in or used as an addition to other goods not supplied by Remeha, the property in the whole of such goods will be and remain with Remeha until full payment has been received and all Remeha’s rights pursuant to these terms and conditions will extend to those other goods.
13.5 If any payment is overdue in whole or in part then until title in the Goods has passed to the Customer, Remeha may (without prejudice to any of its other rights) recover or resell the Goods or any part of them. The Customer hereby grants Remeha, its servants or agents, an irrevocable licence to enter upon any premises of the Customer or any third party where the Goods are stored, to repossess the Goods.
14.1 No notice served upon Remeha shall be valid or effective unless sent by recorded delivery, pre-paid post or delivered by hand (but not by fax or e-mail) to Remeha at its registered office.
14.2 Any Notice served upon the Customer shall be valid and effective from the date of receipt if addressed to the Customer and sent by recorded delivery, pre-paid post or delivered by hand to the registered office, principal place of business or to the premises referred to in the Contract or is delivered by hand to a director, proprietor, contract manager, or other nominated representative of the Customer.
15.1 The Contractor shall not at any time make use for its own purposes of, or disclose to any person (except as may be required by law), any information contained in any material provided to him by Remeha pursuant to the Contract, all of which information shall be deemed confidential.
15.2 The Customer shall not dispose nor part with possession of any material provided to him by Remeha pursuant to the Contract or prepared by Remeha pursuant to the Contract, other than in accordance with the express written instructions of Remeha.
Failure by Remeha at any time to enforce the provisions of the Contract or to require performance by the Customer of any of the provisions of the Contract shall not be construed as a waiver of any such provision and shall not affect the validity of the Contract or any part thereof or the right of Remeha to enforce any provision in accordance with its terms and conditions.
If any provision of the Contract shall become or shall be declared by any court of competent jurisdiction to be void invalid or unenforceable as drawn but would be valid if its application was reduced or if some part of the Condition was deleted the Condition shall apply with such modifications as to make it valid and effective but subject thereto if it is still found to be invalid or unenforceable it shall be deemed to be deleted from the Contract and the remaining provisions of the Contract shall remain in full force and effect.
These terms and conditions do not affect the statutory rights of any Customer dealing as a consumer within the meaning of the Unfair Contract Terms Act 1977 Section 12 and/or the Unfair Terms in Consumer Contracts Regulations 1999 Regulation 3(1)
Remeha will not be liable for any failure to perform any of its obligations under these terms and conditions where such failure is due to any event beyond the reasonable control of Remeha.
Unless otherwise agreed in writing by Remeha, nothing in the Contract confers or purports to confer on any person not a party to the Contract any right to enforce any term or condition of the Contract, and the Contracts (Rights of Third Parties) Act 1999 does not apply.
ENGINEERING EFFICIENCY SINCE 1935