ALPHA WHOLESALE HVAC LTD TERMS AND CONDITIONS
"The Seller" shall refer to Alpha Wholesale HVAC Ltd of Orchard Business Park, Badsell Road, Five Oak Green, Tonbridge, Kent TN12 6QU.
"The Customer" refers to the person, firm or company with whom or with which the Seller Contracts subject to these conditions.
"Contract" refers to the Contract made or to be made between the Seller and the Customer subject to these conditions.
"Products" shall mean any articles, products or services to be supplied (whether on hire or by sale) by the Seller to the Customer under Contract.
1. CONDITIONS OF SALE APPLY
The Seller’s conditions of sale shall apply to and govern any Contract between the Seller and the Customer to the exclusion of any condition contained on or in any order form letter, receipt acknowledgement, or other document emanating from the Customer and no variation of these Terms and Conditions shall be effective unless expressly agreed by the Seller in writing.
Where the Customer is acting as a consumer or in a non-business capacity the terms set out in the schedule to these terms shall apply in addition to these terms and conditions.
(a) 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
(b) It shall be the responsibility of the Customer to give the Seller information required to identify the Products it requires and to ensure that the capacity and performance of the Products are sufficient and suitable for the purpose or purposes intended by the Customer. The Seller may from time to time offer recommendations regarding Products; but the Seller makes no representations and shall not be liable in respect of the same and the Customer shall place no reliance on any such recommendations.
3. PRICE & PAYMENT
(a) Any quotation provided by the Seller, whether written or oral, shall be deemed to be an invitation to treat and not an offer and shall not be binding on the Seller until the Seller confirms the Customer’s order.
(b) Any quotation provided by the Seller is valid for a period of 30 days from the date of the quotation unless the Seller provides written notice to the Customer that the quotation is withdrawn.
(c) Quotations are based upon the costs of materials, labour, sub-Contracts, transport, taxes, duties and currency exchange rates ruling at the date of the quotation. Quotations may be subject to revision and the Seller reserves the right to revise such quotation either to take account of any variation in such costs or the imposition of any new taxes or duties occurring or to revise the quotation due to the additional work or modifications required by the Customer. The Customer will be notified in writing of any such revision.
(d) The price payable will be exclusive of VAT, delivery and insurance unless expressly stated otherwise upon the quotation.
(e) Payment of all sums due to the Seller shall be made in full either (a) at the time of placing the order where the order is placed online or where the Customer does not have an account with the Seller or (b) where the Customer has an account with the Seller within 30 days (or such other period that has been agreed by the Seller in writing prior to the order) of the date of the Seller’s invoice ("the Due Date") subject to Clause (g) below.
(f) If payment is not made by the Due Date the Seller may, without prejudice to any other rights it may have:- (i) suspend all work under all or any Contracts with the Customer or suspend or cancel any delivery of any Products ordered by the Customer, (ii) offset any payment made by the 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 discretion think fit, (iii) 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.
(g) Where the Seller has agreed in writing to provide Products to the Customer on the basis of an account and credit arrangement, the Seller may: - (i) In its absolute discretion set and re-alter the Customer’s credit limit; (ii) Suspend delivery of the Products to the Customer should the amount owed by the Customer to the Seller exceed the Customer’s credit limit (iii) Require the Customer to make payment in full of any outstanding balance within 30 days of the date of the Seller’s invoice. The Seller shall not be obliged to delivery any Products until the above have been satisfied. In the event that the Seller changes or terminates any credit arrangement with the Customer, all amounts above the new credit limit (or all amounts outstanding of credit is withdrawn) shall become immediately due and payable.
(h) If any invoice is outstanding beyond its Due Date, the Seller reserves the right to refer the matter to its 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. Further costs of the debt collecting agents may be incurred (along with legal and other fees) in recovering outstanding amounts from the Customer.
(i) The seller may, at its discretion, include with its delivery a free ex gratia gift or token of gratitude for ordering.
Once an order for Products has been placed by the Customer it shall not be capable of cancellation.
(a) The Seller shall notify the Customer of the anticipated date upon which the Products will be delivered ("the Delivery Date") and the Seller shall deliver the Products to the address provided by the Customer on the Delivery Date
(b) Any Delivery Date given by the Seller to the Customer shall be an estimate only. Time shall not be of the essence and the Seller shall not be responsible for late delivery or failure to deliver through any cause which is beyond the control of the Seller. 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.
(c) Unless otherwise agreed in writing by the Seller, the Customer shall be bound to accept Products ordered by him on being notified by the Seller that they are ready for delivery.
(d) If the Customer fails to take delivery at the time of the delivery the Seller shall be entitled 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) 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 handling and storage of Products from the invoice date to the eventual date of delivery to the Customer or disposal elsewhere as the case may be and the Customer shall be liable to pay any premium in respect of the insurance of such Products from the date on which he is notified that the Products are ready for delivery. 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 without prejudice to any other rights that the Seller may have, the Seller shall be entitled to charge 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.
(e) 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.
(f) The Seller may discharge delivery by instalments. Late delivery of one instalment shall not entitle the Customer to reject or cancel any other instalment.
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
Title to the Products or any part thereof shall remain vested in the Seller until payment in full of all sums outstanding from the Customer to the Seller have been made and until such payment or written notice the relationship of the parties shall be that of Bailer or Bailee.
8. LIMITATION OF SELLER’S LIABILITY
(a) In any case where it is established to the satisfaction of the Seller that there has been a short delivery or that the Products have been damaged (whether wholly or in part) prior to delivery to the Customer, the Seller will replace them or where the Products have been damaged accept their return and credit the Customer with the price thereof. 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. In the absence of any notification by the Customer at the time of delivery of either any short delivery of, or damage to, the Products, the Products shall be deemed to have been delivered. In the event that the Customer does advise of any short delivery or damage to the Products at the time of delivery it shall confirm the same in writing or by email within 2 days of delivery;
(b) If the Seller discovers before performance of its contractual obligations commences or whilst it is progressing problems which could not reasonably have been foreseen or discovered beforehand and which affect materially the Seller’s ability to perform its contractual obligations in accordance with the Seller’s standards at the prices quoted, it shall have the right to vary the price. If on notification of such variation the Customer accepts the variation in writing, he shall be bound to pay them in substitution for the prices originally shown on the quotation and shall otherwise remain fully bound by the terms of the Contract. If the Customer does not accept the revised prices the Seller may cancel the contract forthwith whereupon the Seller 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 so that the Customer shall be entitled to the return without interest of any deposit made by him.
(c) Subject as set out in sub clause (f) below, 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, being any ; i). Economic Loss (which shall include loss of profits, business, revenue, goodwill and collateral damage); ii. Administrative and overhead costs; or iii. any claim made against the Seller by any other party.
(d) 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 in order to receive the benefit of such warranty.
(e) Save as provided in sub clause (f) below, the Seller’s entire liability shall in any event be limited to the value of the Contract.
(f) Nothing in this contract shall limited the Seller’s liability for (i) fraud or fraudulent misrepresentation; (ii) any death or personal injury arising out of the acts or omissions of the Seller or (iii) any other liability that the Seller cannot limit at law.
9. SELLER’S RIGHT OF RECISSION
Any Contract the Seller has with the Customer shall be operational upon an order by order basis. Nothing in these terms and conditions shall imply any continuous relationship between the Seller and the Customer. The Seller shall have the option (without prejudice to any of its other rights against the Customer) by notice in writing to the Customer to rescind any order between the Seller and the Customer or to suspend delivery in the following events:
(a) Should any sum owing by the Customer to the Seller be overdue whether under the same or any other order, or
(b) Should the Customer be in breach of any term of the same or any other order with the Seller, or
(c) Should the Customer enter into any composition or arrangement with or for the benefit of its creditors, or have a receiving order in bankruptcy made against the Customer or (if a corporate body) should go into liquidation either voluntary or compulsory or under supervision or have a receiver appointed over all or any of its assets or if the Customer threatens to cease trading.
10. FORBEARANCE BY SELLER
No forbearance or indulgence by the Seller shown or granted to a Customer whether in respect of these terms and conditions or otherwise, shall in any way affect or prejudice the rights of the Seller against the Customer or be taken as a waiver of any of these standard conditions.
11. FORCE MAJEURE
The Seller shall not be liable for failing to perform the Contract whether wholly or in part if the failure is caused wholly or partly by any circumstance or circumstances outside the Seller’s control.
The Seller shall be entitled to assign sub-Contract or sub-let this Contract or any part thereof. The Customer shall not be entitled to assign this Contract.
The Seller and the Customer agree that if any term of this 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.
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.
These terms and conditions are governed by and are to be construed in accordance with English law and are subject to the exclusive jurisdiction of the English Courts.
16. THIRD PARTY RIGHTS
The Contracts (Rights of Third Parties) Act 1999 is expressly excluded from this Contract.
17. TERMS AND CONDITIONS PREVAILING OVER ANY CURRENT OR FUTURE PROMOTION
These specific terms will be considered authoritative if any conflict or inconsistency arises in relation to any promotional or advertising materials. Instructions for entering any promotion or sweepstakes will be considered as part of the overall terms and conditions. Participation in any event or promotion constitutes acceptance of all terms.
The promoter for any future event or promotion will be Alpha Wholesale of Orchard Business Park, Badsell Road, Five Oak Green, Tonbridge, Kent TN12 6QU.
You must reside in the United Kingdom to enter any promotion offered on the site or any other selected country that Alpha Wholesale 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. Only participants who enter within the given timeframe will be able to enter.
Purchase of a relevant Product and receipt for same is required to enter any sweepstakes or promotion. Relevant Products will be listed at each promotion if any will be required for that promotion.
Employees of the Seller, their families and friends are all prohibited from entering any promotion.
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 Seller reserve the right to use the picture in future advertising, print marketing and for other promotional activity on our website or other social media sites. Entering any picture constitutes acceptance and agreement of this condition. The Customer confirms that it has all the rights and permissions necessary to make the pictures available to the Seller (and for the Seller to publish them) including the consent of any individuals involved in the pictures.
To win you must follow 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 Customer’s responsibility to review the terms at the time of entry. The Seller 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.
Prizes are only awarded at the Seller’s discretion. Each participant is fully responsible for entering the correct details. Prizes may be substituted with a different prize of similar value. The Seller will not be held responsible for any third-party product or service.
All participants are bound by the terms and conditions in full and the Seller 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.
Participants 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.
Participants consent to the use of their personal data by the Promoter as set out in these terms and conditions.
The Seller is not responsible or any lost claims or delayed entries, damaged or undelivered for any reason outside it’s control. The Seller endeavours to keep the ability to enter the promotion open at all times but will not be held accountable in such cases where the promotion could not be entered or accessed.
Any failure by a participant to comply with entry instructions will result in cancellation.
All entries will be verified before awarding prizes.
All decisions are binding and final as made by the Seller. All promotions will be in line with the laws of England and Wales.