Terms & Conditions
DEFINITIONS
Business Day: day other than a Saturday, Sunday or public holiday in England when banks in London are generally open for business.
Conditions: these conditions of sale of Products by the Seller to the Customer.
Contract: the Contract made or to be made between the Seller and the Customer subject to these Conditions.
Customer: the person, firm or company with whom or with which the Seller contracts subject to these Conditions.
Credit Customer: a customer in respect of which the Seller has agreed that the Customer may have (and that Customer has) a credit account.
Grade A Product: any product other than refrigerants, special products, non-stocked and discounted products (special products, non-stocked and discounted products are marked as such on our website and if not so marked are not Grade A Products).
Order: if pursuant to a Contract there are several orders made by the Customer, any such order.
Products: any articles, products or services to be supplied (whether on hire or by sale) by the Seller to the Customer under the Contract.
Seller: Alpha Wholesale HVAC Ltd registered in England with Company number 07899359, and registered office at Unit 1, Orchard Business Park, Badsell Road, Five Oak Green, Tonbridge, UK, TN12 6QU.
Whole Unit Product: takes the meaning set out in clause 1.3.
1. GENERAL
1.1 These Conditions apply:
(a) on and from 7th April 2026 until superseded; and
(b) to and govern each Contract between the Seller and the Customer to the exclusion of any term or condition contained on or in any order form letter, receipt acknowledgement, or other document emanating from the Customer, and no variation of these Conditions shall be effective unless expressly agreed by the Seller in writing.
1.2 The Customer warrants that in purchasing from the Seller it does so as a business and not as a consumer.
1.3 Certain extra terms apply to Products sold as whole units (each a Whole Unit Product). These are set out at the end of these Conditions.
2. DESCRIPTION AND WARRANTIES
2.1 The Seller reserves the right to make without notice to the Customer any improvement or alteration in the material, specification, dimensions or design of the Products which it thinks reasonable or desirable or which it is required to make by law and such improvements or alterations shall not affect the validity of the Contract.
2.2 The Customer is responsible for giving the Seller information required to identify the Products it requires and ensuring that the Products’ capacity and performance are sufficient and suitable for the Customer’s purpose or purposes. The Seller may from time to time offer suggestions regarding Products but makes no representations and shall not be liable in respect of the same and the Customer may not place reliance on any such recommendations.
2.3 The Seller does not manufacture any of the Products and will pass on the benefit of all warranties provided by the manufacturer of each Product that the Customer buys. The Seller provides no other warranties, and all warranties implied by law or otherwise are expressly excluded to the extent permitted by law.
3. PRICE & PAYMENT
3.1 Any quotation provided by the Seller shall be deemed an invitation to treat and not an offer, and shall not be binding on the Seller until the Seller confirms the Customer’s order.
3.2 Any such quotation is valid until close of business (normally 5.00 pm) on the Business Day following the date of the quotation, unless the Seller provides written notice to the Customer that the quotation is withdrawn.
3.3 Quotations are subject to revision and the Seller may revise any quotation at any time by notice in writing to the Customer of any such revision.
3.4 The price payable will be exclusive of VAT, carriage and insurance unless expressly stated otherwise in the Contract.
3.5 The Customer (other than a Credit Customer) shall make payment of all sums due to the Seller in full at the time of placing the order. The Credit Customer shall make payment of all sums due to the Seller in full within 30 days (or such other period that the Seller has agreed in writing before the order) of the date of the Seller’s invoice (Due Date), time of payment being of the essence, subject to clause 3.7.
3.6 If a Credit Customer does not make payment of any undisputed invoice by the Due Date the Seller may, without prejudice to any other rights it may have:
(a) suspend all work under all or any Contracts with the Credit Customer and/or suspend or cancel any delivery of any Products;
(b) offset any payment made by the Credit Customer in respect of any Products in settlement of such invoices or accounts in respect of such Products as the Seller may in its absolute and sole discretion think fit;
(c) charge interest at the rate of 8% per annum above the base rate printed from time to time of National Westminster Bank Plc on any overdue amount from the day following the Due Date until the date of receipt of cleared funds; and/or
(d) refer the matter to debt collecting agents. In such circumstances, any amounts outstanding will be subject to a surcharge of 15% plus vat in respect of the additional costs incurred by the Seller for administration. The Credit Customer shall be liable for the Seller’s costs of the debt collecting agents (along with legal and other fees) in recovering outstanding amounts from the Credit Customer.
3.7 In respect of a Credit Customer, the Seller may at any time:
(a) in its absolute and sole discretion set and re-alter the Credit Customer’s credit limit at any time;
(b) suspend delivery of Products to the Credit Customer if the amount the Credit Customer owes to the Seller exceeds the Credit Customer’s credit limit; and/or
(c) require the Credit Customer to make payment in full of any outstanding balance within 30 days of the date of the Seller’s invoice.
If (b) or (c) apply, the Seller need not deliver any Products until satisfied. If the Seller changes or terminates any credit arrangement with the Credit Customer, all amounts owing above the new credit limit (if any) shall become immediately due and payable.
4. NO CANCELLATION
Once the Customer has placed an order for Products the Customer may not cancel that Order.
5. DELIVERY
5.1 The Seller shall use reasonable endeavours to notify the Customer of the estimated date for the Products’ delivery (Delivery Date) and to deliver the Products to the address provided by the Customer on the Delivery Date.
5.2 Any Delivery Date shall be an estimate only. Time shall not be of the essence.
5.3 If actual delivery of a Grade A Product is made after the Delivery Date, the Seller shall pay the Customer as liquidated damages (and such remedy shall be the Customer’s sole remedy in respect such late delivery if made on or before the 20th Business Day after the Delivery Date):
Actual delivery date (period beginning on the day after the Delivery Date) Liquidated damages as percentage of price (exclusive of VAT, carriage and insurance)
Within five Business Days Nil
Within ten Business Days 1%
Within 15 Business Days 2%
Within 20 Business Days 3%
No damages will be payable if not claimed within ten Business Days of actual delivery. If the amount claimed is not disputed, the Seller shall at its sole discretion pay an amount equal to the damages claimed by issuing a credit note or by reimbursement to the Customer’s bank account. The parties confirm that these liquidated damages are reasonable and proportionate to protect the Customer’s legitimate interest in performance. If no delivery is made within a period set out above, the Customer may cancel the Order. The Seller will use its reasonable endeavours to notify the Customer of any anticipated change to the Delivery Date as and when it becomes aware of any such change. If delivery of a Grade A Product is not made within 20 Business Days, no liquidated damages will be payable, the Products will not be shipped and the Customer will receive a full refund.
5.4 No damages are payable for late delivery of non-Grade A Products
5.5 Unless the Seller agrees otherwise in writing, the Customer must accept Products ordered on being notified by the Seller that they are ready for delivery.
5.6 If the Customer does not take delivery at the time of attempted delivery, the Seller may at its absolute and sole discretion and without prejudice to any other rights it may have, to either:
(a) treat the Contract as at an end and resell the Products; or
(b) where the Customer has a credit account with the Seller, invoice the Customer for the Products, whereupon payment in full shall become due forthwith;
and in either case to charge at rates giving an economic return for the Products’ handling and storage from the invoice date to the eventual date of delivery to the Customer or disposal elsewhere, and the Customer shall also be liable to pay the Seller an amount equal to any premium in respect of insuring such Products from the date on which the customer was notified that the Products were ready for delivery.
5.7 Where Products are delivered to the Customer and are then subsequently returned or collected by the Seller (except in the case where the Products are damaged or defective), then in addition to the above, and without prejudice to any other rights that the Seller may have, the Customer shall be liable for a fee of 20% of the value of the Products returned or collected, in respect of administration and storage and return costs for such Products. If the despatch of the return lies within the green zones advertised at https://www.alphawholesale.co.uk/delivery-zones, then the cost of carriage is nil; if outside such green zones, the Customer must pay the cost of carriage. Oher obligations and restrictions relating to returns are set out at https://www.alphawholesale.co.uk/returns.
5.8 The price payable for delivery is as stated within the Seller’s product catalogue and prices posted on the website, as amended from time to time. The Seller reserves the right to alter the price payable for delivery at any time and for any reason whatsoever without notice.
5.9 The Seller may deliver by instalments. Late delivery of one instalment shall not entitle the Customer to reject or cancel any other instalment.
5.10 Upon delivery of Products to the Customer, the Customer shall at the time of delivery sign for the delivery of the Products confirming receipt of delivery and acceptance of the Products.
5.11 In relation to risk of damage to or loss of Products during carriage, then if the relevant Products are delivered:
(a) by the Seller using the Seller’s own staff and vehicles (which will not be outside the delivery green zones advertised at https://www.alphawholesale.co.uk/delivery-zones), then such risk is for the Seller; and
(b) by a third party (i.e. outside the delivery green zones advertised at https://www.alphawholesale.co.uk/delivery-zones), then such risk is for the Customer; and
6. RISK
Without prejudice to clause 5.11, all Products shall become the Customer’s risk as from the date of delivery or attempted delivery to the Customer or the Customer’s agent.
7. RETENTION OF TITLE
7.1 In respect of a Credit Customer, title to Products shall not pass to the Credit Customer until the earlier of:
(a) the Seller receiving payment in full (in cash or cleared funds) for those Products, in which case title to those Products shall pass at the time of payment; and
(b) the Credit Customer resells those Products, in which case title to those Products shall pass to the Credit Customer immediately before that time.
7.2 Until title to Products has passed to the Credit Customer, the Credit Customer shall:
(a) store those Products separately from all other goods held by the Credit Customer so that they remain readily identifiable as the Seller’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to those Products;
(c) maintain those Products in satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks with an insurer reasonably acceptable to the Seller. The Credit Customer shall obtain an endorsement of the Seller’s interest in the Products on its insurance policy, subject to the insurer being willing to make the endorsement. On the Seller’s request the Credit Customer shall allow the Seller to inspect the insurance policy; and
(d) give the Seller such information as the Seller may reasonably require from time to time relating to the stored Products and/or the Credit Customer’s ongoing financial position.
7.3 The Credit Customer may resell or use Products in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Products. If the Credit Customer resells the Products before that time:
(a) it does so as principal and not as the Seller’s agent; and
(b) title to those Products shall pass from the Seller to the Credit Customer immediately before the time at which resale by the Credit Customer occurs.
7.4 At any time before title to the Products passes to the Credit Customer, the Seller may:
(a) by notice in writing, terminate the Credit Customer's right to resell the Products or use them in the ordinary course of its business; and/or
(b) require the Credit Customer to deliver up all the Products in its possession that have not been resold, or irrevocably incorporated into another product and if the Credit Customer does not do so promptly, enter any premises of the Credit Customer or of any third party where the relevant Products are stored in order to recover them.
8. LIMITATION OF SELLER’S LIABILITY
8.1 In any case where it is established to the Seller’s satisfaction (not to be unreasonably withheld or delayed) that there has been a short delivery or that the Products have been damaged (whether wholly or in part) before delivery to the Customer, the Seller will replace them or (where Products have been damaged) accept the damaged Products’ return and credit the Customer with the price thereof. If the Customer does not notify the Seller within two Business Days of the time of delivery of either any short delivery of, or damage to, the Products, the Products shall be deemed delivered. If the Customer notifies of short delivery or damage at the time of delivery it shall confirm the same in writing or by email within two Business days of delivery;
8.2 If the Seller discovers:
(a) before commencing performance of its contractual obligations; or
(b) while progressing problems which could not reasonably have been foreseen or discovered beforehand and which materially affect the Seller’s ability to perform its contractual obligations in accordance with the Seller’s standards at the prices quoted,
then in either case the Seller shall have the right to vary the price. If on notification of such variation the Customer accepts the variation in writing, the Customer shall be bound to pay them rather than the prices originally agreed Other terms of the Contract shall remain unchanged. If the Customer does not accept the revised prices the Seller may cancel the Contract forthwith and shall be entitled to make a charge on a quantum merit basis for work done and expenses incurred. Save as aforesaid neither party shall be under any further liability to the other to make compensation or other payments and (subject to the quantum meruit charge) the Customer shall be entitled to the return (without interest) of any deposit.
8.3 Subject as set out in clause 8.6, in no event shall the Seller be liable for any indirect or consequential loss or for any loss or damage howsoever arising and even if foreseeable or in the contemplation of the parties, including:
(a) economic Loss (which shall include loss of profits, business, revenue, goodwill, reputation, opportunity and collateral damage);
(b) administrative and overhead costs; and/or
(c) any claim made against the Seller by any other party.
8.4 The Seller shall not be bound by any warranty or representation given by or made on its behalf unless specifically stated in writing and expressly signed stating it is to be incorporated in the Contract. Where practicable, the Seller will make available to the Customer the warranty or guarantee in respect of any of the Products that is offered by the manufacturer of such Product; provided that he Customer shall be responsible for complying with the manufacturer’s terms (including as to transport, storage installation, commissioning, maintenance and use) in order to receive the benefit of such warranty.
8.5 Save as provided in clause 8.6, the Seller’s entire liability shall in any event be limited to the value of the Contract.
8.6 Nothing in these Conditions or any Contract shall limited the Seller’s liability for:
(a) fraud or fraudulent misrepresentation;
(b) any death or personal injury arising out of the acts or omissions of the Seller; or
(c) any other liability that the Seller cannot limit at law.
9. SELLER’S RIGHT OF RECISSION/TERMINATION
Any Contract the Seller has with the Customer shall be operational upon an order by order basis only. Nothing in these Conditions or any Contract shall imply any continuous relationship between the Seller and the Customer. The Seller may at its sole and absolute discretion (without prejudice to any of its other rights against the Customer) by notice in writing to the Customer rescind any Contract or Order between the Seller and the Customer or to suspend delivery if:
(a) any sum owing by the Customer to the Seller is overdue whether under any Contract or Order;
(b) the Customer is in material breach of any of these Conditions or any provision of any Contract (or Order);
(c) (to the extent permitted by law) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(d) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(e) the Customer's financial position deteriorates so far as to reasonably justify the Seller’s opinion that its ability to give effect to the terms of any Contract or Order is in jeopardy.
10. WAIVER
A waiver of any right or remedy is not effective unless given in writing and shall not be deemed a waiver of any subsequent right or remedy. No forbearance or indulgence by the Seller shown or granted to a Customer whether in respect of these Conditions, any Contract or otherwise, shall in any way affect or prejudice the rights of the Seller against the Customer or be taken as a waiver.
11. FORCE MAJEURE
The Seller shall not be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from an event cause or circumstance beyond the Seller’s reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for two months, the Customer may terminate the Contract by giving ten Business Days written notice to the Seller.
12. ASSIGNMENT
The Seller shall be entitled to assign sub-contract or sub-let any Contract or any part thereof. The Customer shall not be entitled to assign any Contract.
13. SEVERANCE
If any term of these Conditions or any Contract shall be adjudged by a Court of competent jurisdiction to be void or unenforceable but would be valid and enforceable if some part or parts thereof were deemed deleted or if it were deemed, varied or modified in some way then such provision shall apply with such modification or variation as shall be necessary to make it valid and effected.
14. THIRD PARTY RIGHTS
The Contracts (Rights of Third Parties) Act 1999 is expressly excluded from these Conditions and each Contract.
15. INTERPRETATION
15.1 The numbers and headings in these Conditions are for ease of reference only and do not form part of them for the purpose of construction.
15.2 The singular shall include the plural and the plural the singular.
15.3 A reference to writing or written includes email.
15.4 Any words following the terms including include, in particular, for example, otherwise or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
16. LAW AND JURISDICTION
16.1 These Conditions, each Contract and Order and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation are governed by and are to be construed in accordance with English law.
16.2 Any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Conditions, any Contract and/or Order or their its subject matter or formation are subject to the exclusive jurisdiction of the English Courts.
17. WHOLE UNIT PRODUCTS
17.1 This clause 17 over-rides all others in these Conditions and apply to Whole Unit Products alone.
17.2 The Supplier does not offer any suggestions as to suitability or otherwise in relation to Whole Unit Products, but can provide technical support contact details for the manufacturers of such Products, on request.
17.3 The Seller’s team will inform the Customer of the available discount on Whole Unit Products (the relevant manufacturer’s PDF price list is of list prices, not discounted prices).
17.4 The Customer may place orders by emailing the part numbers and quantities to the Seller at sales@alphawholesale.co.uk.
17.5 The Seller does do not accept Whole Unit Products returns. All returns must be made by agreement with and direct to the relevant manufacturer.
17.6 The Seller is not able to send a formal quote for any Whole Unit Product unless it is a stock item.
17.7 The Supplier has no liability for any delivery timing relating to Whole Unit Products: all orders are dispatched from the relevant manufacturer (the Customer is advised to allow at least three Business Days before delivery).
18. PROMOTION
18.1 These specific terms will be considered authoritative in relation to any promotion, sweepstake, event or prize competition (Promotion) offered by the Promoter if any conflict or inconsistency arises in relation to any Promotion-related or advertising materials. Instructions for entering any Promotion include these Conditions. Participation in any Promotion constitutes acceptance of these Conditions.
18.2 The Promoter is Alpha Wholesale of Orchard Business Park, Badsell Road, Five Oak Green, Tonbridge, Kent TN12 6QU.
18.3 You must reside in the United Kingdom to enter any Promotion offered on the site or any other selected country that the Promoter lists as inclusive. All participants must be over 18 years of age. The promotional periods will be clearly marked at the top of each Promotion as and when they arise. Any person who does not enter within the given period will not be permitted to enter.
18.4 Purchase of a relevant Product and receipt for same is required to enter any Promotion. Relevant Products (if any) will be listed at each Promotion.
18.5 Customers holding an account with the Promoter are entitled to enter any Promotion upon request. Any other person may not enter any Promotion except at the Promoter’s sole discretion. Employees of the Seller, their families and friends are all prohibited from entering any Promotion.
18.6 Certain Promotions may require the participant to take a picture of their work and enter the picture in the Promotion. Whenever any picture is received the Promoter reserves the right to use the picture in future advertising, print marketing and for other promotional activity on its website and/or other social media sites. Entering any picture constitutes acceptance and agreement of this condition. The participant warrants and represents that it has all the rights and permissions necessary to make the pictures available to the Promoter (and for the Promoter to publish them) including the consent of any individuals displayed in the pictures.
19. Winning
19.1 To win, a participant must comply with all terms and conditions listed for each Promotion at the time of the Promotion. Terms may be updated from time to time and it is the participant’s responsibility to review the terms at the time of entry. The Promoter reserves the right to cancel or amend the Promotion or terms at any stage but will always do so in a way that is comparably fair.
19.2 The Promoter’s decision as to winners is final and no correspondence or discussion will be entered into. Each participant is fully responsible for entering the correct details. Prizes may be substituted with a different prize of similar value. The Promoter is not responsible for any third-party product or service.
19.3 All participants are bound by the terms and conditions listed for each promotion at the time of the promotion in full and the Promoter reserves the right to disqualify any participant who breaches any term or condition. The Seller does not accept responsibility for any loss, injury or damage by any entrant resulting from prize acceptance.
19.4 Participants warrant and represent that they understand that there may be publicity with the Promotion and no compensation will be forthcoming for promotional activity of any type. Entering any promotion constitutes acceptance of being included in any publicity that follows.
19.5 Participants consent to the use of their personal data by the Promoter as set out in our privacy notice.
19.6 The Promoter is not responsible or any lost claims or delayed entries, damaged or undelivered for any reason outside its control. The Promoter endeavours to keep the ability to enter the promotion open at all times during the promotional period but will not be held accountable in cases where the Promotion could not be entered or accessed.
19.7 All entries will be verified before awarding prizes.
19.8 All promotions will be in line with the laws of England and Wales.