NWF FUELS LTD STANDARD TERMS AND CONDITIONS
1.1 All quotations, offers and contracts are subject to the following conditions
1.2 “the Company” means NWF Fuels Ltd (and/or any subsidiary or associated companies or other associated trading entities).
1.3 These conditions are deemed to be accepted by our customers upon placing an order with the Company
1.4 Any other terms which the customer purports to introduce or apply in respect of the subject matter of this agreement, including any standard terms and conditions of business of the customer, shall not be binding on the parties and shall not form part of this Agreement unless specifically agreed to in writing by the Company.
2.1 The contract price is based on the cost of goods, materials, labour and transport and of conforming to statutory obligations ruling on the date of the contract (including the application of Value Added Tax at the prevailing rate).
2.2 It is the customer’s responsibility to ensure they confirm the correct VAT rate depending on the quantity and use of the product purchased.
2.3 If between the date of the contract and the completion of the contract, increases occur in these costs, the contract price shall be amended accordingly. Where there is an increase in costs, the Company shall inform the customer of the revised price accordingly and the customer may elect to cancel the contract.
2.4 The contact price is also based upon these conditions and reflects the limitations upon the Company’s liability which they contain and the price would be greater if the Company’s liability were more extensive.
2.5 Any queries/claims regarding the contract price must be made in writing to the Company’s Finance Director, NWF Fuels Limited, Wardle, Nantwich, Cheshire CW5 6AF within 28 days of receipt of the goods.
3.1 The parties shall be liable for, and indemnify each other against, all direct and foreseeable losses, costs, claims, damages and reasonable expenses arising out of any breach of their obligations under these conditions.
3.2 The parties shall not be liable to each other for any indirect, special or consequential and unforeseeable loss suffered by the other.
3.3 The Company does not accept responsibility for the dipping of, checking or testing of customers tanks. This obligation rests entirely upon the customer.
3, 4 The customer warrants that the tank, gauge and associated pipework is regularly inspected and is suitable for the delivery to take place.
4.1 No claim for damage in transit, shortage of delivery or loss of goods will be entertained unless:-
4.1.1 in the case of damage in transit or shortage of delivery,
(i) a separate notice in writing is given to the carrier concerned and to the Company within three days of the receipt of the goods, and
(ii) the notice is followed by a complete claim in writing to the Company Secretary, NWF Group Plc, Wardle, Nantwich, Cheshire, CW5 6BP within seven days of receipt of the goods,
4.1.2 in the case of loss of goods,
(i) notice in writing is given to the carrier concerned and to the Company and
(ii) a complete claim in writing to the said Company Secretary is made within seven days of the date of consignment, time being of the essence in all cases.
5.1 Any time or date for delivery or performance (whether by instalment or not) is a business estimate only and not a contractual obligation in the absence of a specific guarantee issued by the Company in writing.
5.2 If dispatch or completion is hindered or delayed by any cause whatsoever beyond the Company’s reasonable control, including but not limited to civil commotion, strikes, lock-outs, shortened hours of labour, cessation of labour, epidemics, war, fire, accidents, defective materials, delays in transit and perils of the sea, rivers or air in the case of imported goods failure to arrive safely (Force Majeure), the Company shall be held in no way responsible or liable under these Conditions.
5.3 Where a Force Majeure occurs the contract will not be cancelled. The delivery or the date of completion as the case may be shall be extended by the period of the delay.
5.4 The Company may at its discretion deliver goods by instalments, in which case each instalment shall stand as a separate contract.
5.5 If the customer fails to take delivery of, or pay for, any instalment, the Company may treat such failure as a repudiation of the whole contract.
5.6 The Company reserves the right to withhold deliveries until all or any outstanding payments of whatsoever nature due to the Company from the customer under this or any other contact have been made.
5.7 Further to the provisions of clauses 5.1 – 5.4, the customer shall be responsible for ensuring they have sufficient fuel to operate their premises and/or business without interruption (“Down Time”). The risk of Down Time shall remain with the customer and the customer shall use reasonable endeavours to time the placement of orders with the Company to avoid such the risk of such Down Time.
(i) otherwise agreed in advance by the Company in writing; or
(ii) as a result of the Company’s negligent action or inaction;
the Company shall at no time be liable for any losses, costs, claims, damages and reasonable expenses arising in relation to any Down Time incurred by the customer.
The volume of every delivery shall be gauged by the meter of the Company’s fuel tanker. The Company’s reading of which shall be conclusive and binding on both parties.
7. PASSING OF PROPERTY AND RISK
7.1 The goods shall be at the customers risk from the date of delivery
7.2 Title to the goods shall remain with the Company until the payment of the total price thereof and any other payments of whatsoever nature due to the Company from the customer whether under this or any other contract have been made.
7.3 Until title to the goods passes to the customer as outlined above the customer shall:-
(i) hold the goods on a fiduciary basis as the Company’s bailee;
(ii) store the goods separately from all other goods held by the customer so that they remain readily identifiable as the Company’s property and shall ensure the goods do not become irrevocably incorporated into or with another product (including, where necessary, holding the goods in a separate container to ensure they remain readily identifiable as the Company’s property);
(iii) maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(iv) notify the Company immediately if it becomes subject to any of the events listed in clause 9.1;
(v) not pledge or transfer the goods to third parties
(vi) give the Company such information relating to the goods as the Company may require from time to time.
but may dispose of the goods by way of sale or use the goods in the ordinary course of business, subject to
(i) the Company’s right in equity to trace into the proceeds of such sale; and
(ii) the Company being able to revoke the above right of sale by notice to the customer in the event that the customer has a Receiver appointed over any of its undertaking or assets or is put into liquidation or is otherwise insolvent or the Company reasonably believes that any such event is about to happen and notifies the customer accordingly or is in default in respect of any sum whatsoever due to the Company under this or any other contract, then, provided that the goods have not been resold and without limiting any other right or remedy the Company may have, the Company may at any time require the customer to deliver up the goods and, if the customer fails to do so promptly the Company shall have the right to enter onto the premises of the customer or of any third party where the goods are stored in order to recover and resell the goods and to apply the proceeds towards all such items due to the Company from the customer and the expenses of such repossession and resale.
8.1 All accounts shall be due for payment upon delivery of the goods or performance of the services by the Company under the contract unless the date for payment is stated on the Company’s invoice or statement when such date shall be the due date for payment and in any case time for payment shall be of the essence.
8.2 If the payment date falls on a non-Business Day then payment will be made on the Business Day immediately prior to the payment date.
8.3 The customer may deduct from his payment under the contract any discount appearing on the invoice or statement, provided only that payment is made on or before the due date for payment and that there are no outstanding sums due and owing by the customer to the Company.
8.4 If payment is not made within two months of the last day of the month of delivery of the goods or performances of the services, the Company shall be entitled to charge statutory interest of 8% per annum on the amount (including interest) remaining unpaid on the last day of each month.
8.5 The Company shall be entitled to recover as a debt from the customer all costs, charges and expenses on a full indemnity basis incurred by the Company in employing a solicitor or otherwise enforcing or collecting payment of any overdue account.
8.6 Notwithstanding any provision (including the provisions of this condition) to the contrary, the Company is entitled to require payment of the contract price together with interest thereon (whether arising under 8.4 above or statute) at any time.
9. BANKRUPTCY AND LIQUIDATION
9.1 If the customer:-
(i) has a receiver appointed of any of his or its property or business undertaking; or
(ii) makes any composition or scheme of arrangement with his or its creditors or suspends payment to them; or
(iii) announces that he or it is ceasing to trade; or
(iv) is unable to meet his or its debts or is suspending payment of such debts; or
(v) being an individual, is subject to a bankruptcy petition or order; or
(vi) being a body corporate, has a petition for its liquidation presented to the court or calls a general meeting for the passing of a resolution for its winding up (other than for the purposes or reconstruction or amalgamation)
(vii) then clause 9.2 shall apply.
9.2 Where an event set out in clause 9.1 has occurred: –
(i) the full price of any goods delivered shall be immediately payable notwithstanding any previous arrangement to the contrary;
(ii) the Company shall have the right to cancel and/or suspend any further deliveries; and
(iii) the Company, at its discretion, may terminate the agreement between the Company and the customer.
10. RIGHTS AND REMEDIES
10.1 The exercise by the Company of any right or remedy under this contract shall be without prejudice to any other rights or remedies available to it.
10.2 Any failure to exercise or any delay in exercising a right or remedy provided by these conditions shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies.
11. DATA PROCESSING AND CREDIT CHECKS
11.1 The Company will use the financial and personal information that the Customer provides to:
11.1.1 provide the Product and/or services outlined in the Contract;
11.1.2 process payments made in accordance with the Contract;
11.1.3 inform the Customer about similar products or services that The Company provides. The Customer may stop receiving these communications at any time by contacting The Company.
11.2 The Company may from time-to-time:
11.2.1 check on the Customer’s financial and/or personal information utilising publicly available information such as the electoral role and public asset registers; and
12.2.2 supply the Customer’s financial and/or personal information to credit reference agencies (“CRAs”) who will provide The Company with information about the Customer (including, but not limited to, financial history). This is done to assess creditworthiness and product and service suitability, check identity, manage the Customer’s account, trace and recover debts and prevent criminal activity. The Company will also continue to exchange information about the Customer with CRAs on an ongoing basis, including information regarding settled accounts and any debts not fully repaid on time. CRAs will share this information with other organisations.
11.3 More information on how The Company collects and uses personal information and the Customer’s rights is available in The Company’s Privacy Notice. The Company will not give personal data to any other third party except as described in this Condition 11 and/or as set out in The Company’s Privacy Notice. The Company may transfer personal information outside the European Economic Area provided it is always covered by adequate data protection standards.
12.1 If a court or any other competent authority finds that any provision of these Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Conditions shall not be affected.
12.2 If any invalid, unenforceable or illegal provision of the Conditions would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
12.3 Nothing in these Conditions is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
12.4 The Contract (Rights of Third Parties) Act 1999 does not apply so as to give a person who is not a party to the Contract any rights under it.
12.5 In sales to customers who are “dealing as consumers” (as defined by section 12 of the Unfair Contract Terms Act 1977), any provision of these Conditions which by virtue of the Unfair Contract Terms Act 1977 or the Unfair Terms in Consumer Contracts Regulations 1999 would be of no effect shall not apply. When dealing as a consumer, the statutory rights of the customer shall not be affected by these Conditions.
12.6 We reserve the right to make changes to any services, policies, terms and conditions including these conditions of Use, and Service Terms at any time. You will be subject to the terms and conditions, policies and conditions of Use in force at the time that you use the Company. If any of these conditions of Use is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition.
NOTE: For insurance purposes the customer’s attention is particularly drawn to those conditions limiting and/or excluding the liability of the Company.