TERMS OF BUSINESS
The customer's attention is drawn in particular to the provisions of clause 8
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 10.6.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Force Majeure Event: has the meaning given in clause 9.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer's order for the Goods, as set out in the Customer's order form on this site or via telephone as the case may be.
Specification: any particular specification for the Goods that may be supplied to the Supplier by the Customer and agreed in writing by the Customer.
Supplier: Tanks Direct Limited (registered in England and Wales with company number 07328363).
1.2 Construction. In these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written includes e-mails.
2. BASIS OF CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 By placing an Order the Customer is making an offer to purchase the Goods in accordance with these Conditions. As part of the checkout process, or on receipt of our Order confirmation, the Customer can check its order and correct any errors. The Supplier will send an Order acknowledgement, detailing the products the Customer has ordered. It is the Customer’s responsibility to ensure that the terms of the Order and any relevant Specification are complete and accurate.
2.3 The Supplier’s acceptance of an Order takes place when Goods are despatched. At this point the purchase contract will be made even if the Customer’s payment has been processed immediately, unless the Customer is notified that their Order is not accepted or it is cancelled.
2.4 The Supplier may refuse to accept an Order:
(a) where the Goods ordered are not available;
(b) where the Customer’s payment is not authorised;
(c) if there has been a pricing or product description error; or
(d) if the Customer does not meet any relevant eligibility criteria, including, but not limited to, where the Customer makes a declaration that they are a consumer, when in fact they are a business.
2.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract. Any advertising by the Supplier and any descriptions or illustrations contained on the Supplier's website are published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or any other contract between the Supplier and the Customer for the sale of the Goods.
2.6 Any quotation for the Goods given by the Supplier or price shown on the website shall not constitute an offer. A quotation shall only be valid for a period of one Business Day from its date of issue.
2.7 If any of these Conditions are inconsistent with any term of the Order, the Order shall prevail.
2.8 The Supplier shall assign an order number to the Order and inform the Customer of it when confirming acceptance of the Order. The Customer should quote the order number in all subsequent correspondence relating to the Order.
2.9 The Customer may at any time before any agreed delivery date amend or cancel an Order by providing the Supplier with written notice by email to: email@example.com. If an Order is amended or cancelled the Customer’s liability shall be limited to payment of all costs reasonably incurred by the Supplier in fulfilling the Order up until receipt of the amendment or cancellation.
3.1 The Supplier shall ensure that delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered
3.2 The Supplier shall deliver the Goods to the location set out in the Order (Delivery Location).
3.3 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
3.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. The Supplier will inform the Customer if it becomes aware of an unexpected delay and will arrange a new delivery date. Please allow extra time for deliveries to [the Scottish Highlands and Islands or to those postcodes set out on the website.
3.5 If the Customer fails to take delivery of an Order, then, except where this failure is caused by the Supplier’s failure to comply with these Conditions or by a Force Majeure event the Supplier:
(a) will store the Goods until delivery takes place and may charge the Customer a reasonable sum to cover expenses and insurance; and
(b) shall have no liability for late delivery.
3.6 If the Supplier is not able to deliver the whole of the Order at one time due to operational reasons or shortage of stock, it will deliver the Order in instalments. The Customer will not be charged extra delivery costs for this. If the Customer requests delivery of the Order in instalments, the Supplier may charge extra delivery costs. If an instalment is faulty or late being delivered, that will not entitle the Customer to cancel any other instalment or the Contract.
3.7 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.1 The Supplier warrants that on delivery the Goods shall:
(a) conform in all material respects with their description subject to any qualification or representation contained on the Supplier’s website, or in any brochures, advertisements or other documentation;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
(c) be fit for any purpose stated by the Supplier or for any reasonable purpose for which the Customer uses the Goods pursuant to any Specification;
(d) be free from material defects in design, material and workmanship, but for the avoidance of doubt this does not include scratches and other non-material blemishes on the finish of the Goods caused by the manufacturing, storage or delivery processes; and
(e) comply with all applicable statutory and regulatory requirements for selling the Goods in the United Kingdom.
4.2 Where the Customer has indicated that they are a consumer rather than a business and therefore that the Goods are intended for personal and not business use, the warranty in clause 4.1 is in addition to its legal rights in relation to Goods which are faulty or which otherwise do not conform with these Conditions. Advice about a consumer’s legal rights is available from any Citizens' Advice Bureau or trading standards office.
4.3 Where the Customer has indicated that they are a business rather than a consumer and therefore that the Goods are intended for business and not personal use, except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
4.4 The warranty in clause 4.1 does not apply to any defect in the Goods arising from any use made of the Goods after giving notice of a defect, fair wear and tear, wilful damage, accident, negligence by the Customer or any third party (save for those engaged in delivery of the Goods), if the Customer uses the Goods in a way that is not recommended, the Customer’s failure to follow the Supplier’s or manufacturer’s instructions, or for any alteration or repair carried out by the Customer.
4.5 These Conditions apply to any repaired or replacement Goods supplied, in the unlikely event that the original Goods are faulty or do not otherwise conform with these Conditions.
4.6 Where the Customer is a consumer only, and the Customer wishes to cancel the Order or is unhappy with the Goods for any other reason after they are delivered, the Goods may be returned to us at your own cost as set out below within 14 calendar days of receipt.. Following expiry of this period the Customer shall have no right to return the Goods.
4.7 Upon receipt of the returned Goods and providing the returned Goods are, in the Supplier’s reasonable opinion, unaltered, unused and undamaged, the Supplier will refund the amount paid for the Goods less any costs levied against the Supplier for any such return and in addition, for business Customers only, less the original shipping charge and a restocking and administration fee of 20% + Vat of the total Order value.
4.8 No refund shall be given for products that have been manufactured to a Specification, unless the goods are faulty.
5. TITLE AND RISK
5.1 The risk in the Goods shall pass to the Customer on completion of delivery.
5.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:
(a) the Goods; and
(b) where the Customer is a business, all other sums which are or which become due to the Supplier for sales of the Goods or any
other products to the Customer.
5.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) hold the Goods on a fiduciary basis as the Supplier's bailee;
(b) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(e) notify the Supplier immediately if it becomes subject to any of the events listed in clause 7.2; and
(f) give the Supplier such information relating to the Goods as the Supplier may require from time to time,but the Customer may use the Goods in the ordinary course of its business.
5.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 7.2, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
6. PRICE AND PAYMENT
6.1 The price of the Goods shall be the price set out in the Order.
6.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
6.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be paid by the Customer when it pays for the Goods.
6.4 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
6.5 The Customer shall pay all amounts due under the Contract, at the time of Order, in full without any deduction.
7. CUSTOMER'S INSOLVENCY OR INCAPACITY
7.1 If the Customer becomes subject to any of the events listed in clause 7.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Supplier without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.
7.2 For the purposes of clause 7.1, the relevant events are:
(a) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply]; or
(b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than (where the Customer is a company) these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer]; or
(c) (being an individual) the Customer is the subject of a bankruptcy petition or order; or
(d) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
(e) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer; or
(f) (being a company) a floating charge holder over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver; or
(g) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer; or
(h) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 7.2(a)to clause 7.2(g) (inclusive); or
(i) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business; or
(j) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
8. LIMITATION OF LIABILITY
8.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
8.2 Subject to clause 8.1:
(a) the Supplier shall not be liable to the Customer, 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 (including any losses that may result from the Supplier's deliberate personal repudiatory breach of the Contract; and
(b) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by the Supplier's deliberate personal repudiatory breach shall not exceed the price of the Goods.
8.3 Subject to Clause 8.1, the Supplier shall not be liable to the Customer or any third party for any misuse by the Customer of the Goods (including, but not limited to, the use by the Customer of the Goods for the storage of hazardous materials) that cause damage of any sort to the property of the Customer or a third party.
9. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
10.1 Assignment and subcontracting.
(a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Supplier.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier, fax or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.2(a); if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by by fax or e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
(a) If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract 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.
10.4 Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
10.5 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
10.6 Variation. Any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Customer.
10.7 Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.