Trust Solar Terms and Conditions for Commercial Customers

1. Background:
These Terms and Conditions are the standard terms and conditions for the sale of goods by Trust Solar Wholesale Limited a Private Limited Company registered in England under company number 14407042 whose registered office address is Good Energy, Monkton Park Offices, Monkton Park, Chippenham, Wiltshire, England, SN15 1GH

 

2. Application of Terms and Conditions
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller and
2.2 These Terms and Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted by the Seller, or any such order is made or purported to be made, by the Buyer.

 

3. Interpretation

3.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day”

means any day other than a Saturday, Sunday or bank holiday;

“Buyer”

means the person who accepts a quotation or offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;

“Contract”

means the contract for the purchase and sale of the Goods which shall incorporate, and be subject to, these Terms and Conditions;

“Contract Price”

means the price stated in the Contract payable for the Goods;

“Delivery Date”

means the date on which the Goods are to be delivered as stipulated in the Buyer’s order and accepted by the Seller, as evidenced in the Contract;

“Goods”

means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with the Contract;

“Manufacturer”

means the manufacturer of the relevant Goods;

“Manufacturer’s Specifications”

means any description or specification of the Goods included in any catalogue, brochure or other material published on behalf of the Manufacturer;

“Month”                         

means a calendar month;

“Order”

means your order for the Goods;

“Price”

means the price payable for the Goods;

“Quotation”

means the quotation We give to the Buyer detailing the goods We will provide and the fees We will charge;

“Returns Policy”

means the Seller’s returns policy entitled “Trust Solar Returns Policy” and which can be accessed from our website.

“We/Us/Our/Seller”

means Trust Solar Wholesale Limited a Private Limited Company registered in England under number 14407042 whose registered address is Good Energy, Monkton Park Offices, Monkton Park, Chippenham, Wiltshire, England, SN15 1GH

“You”

The Buyer or the Buyer’s Representative

3.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
a) “writing”, and any cognate expression, includes a reference to any communication effected by electronic or similar means;
b) a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
c) “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;
d) a Clause or paragraph is a reference to a Clause of these Terms and Conditions.
e) a “Party” or the “Parties” refer to the parties to these Terms and Conditions.

3.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

3.4 Words imparting the singular number shall include the plural and vice versa.

3.5 References to any gender shall include the other gender.

 

4. Enquiries and Quotations

4.1 Enquiries regarding our Goods can be made by telephone, by email or via our website.

4.2 Once the Buyer’s enquiry is complete, We will provide you with a Quotation which is provided as an invitation to treat, which is open for you to make an offer to Us by notifying Us of your agreement to these terms, this is then open for acceptance or rejection by Us at our sole discretion.

4.3 Our Quotation’s are valid for a maximum of 14 days from the date of issue.

4.5 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

4.5 No variation to these Terms and Conditions, or to the Contract, shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.

4.6 Sales literature, price lists, Manufacturer’s Specifications and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance.

4.7 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

 

5. Orders and Specifications

5.1 All Orders for Goods made by the Buyer are subject to these Terms and Conditions.

5.2 Any request to change an Order must be made in writing. In circumstances where Goods are being dispatched directly from Our warehouse a request to change an Order will only be considered where it has been made no less than 7 days prior to the scheduled delivery date.

5.3 Where Goods are being dispatched directly from the Manufacturer requests to change Orders will not be accepted. Some items will have long lead times and We therefore recommend ensuring sufficient quantities are ordered at the time when the initial Order is made.

5.4 In circumstances where a request to change the Buyer’s Order is accepted by Us We will inform you of any change to Price in writing.

5.5 In circumstances where the Buyer wishes to cancel their Order, and where the Goods are not being dispatched directly by the Manufacturer, they must inform Us in writing no less than 7 days prior to the scheduled dispatch date. Where the Buyer has already paid for the Goods and cancellation of the Order is accepted by Us the refund will be made within 7 days.

5.6 Where Goods are to be dispatched directly from the Manufacturer all requests to cancel will be refused.

5.7 We may cancel the Buyer’s Order at any time before Good’s are dispatched if:
5.7.1 The Goods are no longer in stock and We are unable to re-stock (if for example the Goods have been discontinued); or
5.7.2 An event outside of Our control continues for more than 28 days (please see Clause 18).
5.7.3 If we cancel the Buyer’s Order in accordance with this Clause 5.7 and where the Buyer has already paid for the Goods the payment will be refunded to the Buyer within 7 days. If We cancel the Order the cancellation will be confirmed by Us in writing.

5.8 The specification for the Goods shall be that set out in the Seller’s sales documentation and Manufacturer’s Specifications unless varied expressly in the Buyer’s order (if such variation(s) is/are accepted by the Seller).The Goods will only be supplied in the minimum units thereof stated in the Seller’s price list or in multiples of those units.  Orders received for quantities other than these will be adjusted accordingly.

5.9 Illustrations, photographs or descriptions whether in catalogues, brochures, price lists, Manufacturer’s Specifications or other documents issued by the Seller are intended as a guide only and shall not be binding on the Seller.

5.10 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Buyer’s specification, which do not materially affect their quality or performance.

5.11 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller on the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of such cancellation.

 

6. Price

6.1 The Price payable for the Goods is detailed in Our Quotation. Our Quotation is valid for a maximum period of 14 days from the date of issue.

6.2 The price listed in the Seller’s price list current at the date of acceptance of the Buyer’s order or such other price as may be agreed in writing by the Seller and the Buyer.

6.3 Where the Seller has quoted a price for the Goods other than in accordance with the Seller’s published price list the price quoted shall be valid for 14 days only or such lesser time as the Seller may specify.

6.4 The Seller reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which are requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

6.5 The Seller’s price list is exclusive of delivery charges. The Seller will include details of the delivery charges which are payable within its Quotation.

6.6 The Contract Price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to the Seller.

 

7. Payment

7.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall invoice the Buyer for the Contract Price of the Goods prior to Goods being dispatched.

7.2 The Seller requires their invoice to be settled in full prior to any Goods being dispatched. Receipts for payment will be issued only upon request.

7.3 In the event that the Buyer fails to settle the Seller’s invoice in full within 14 days of the date of being issued the Buyer’s Order will be cancelled.

7.4 All payments shall be made to the Seller as indicated on the form of acceptance or invoice issued by the Seller.

 

8. Delivery

8.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the place in the United Kingdom specified in the Buyer’s order and/or the Seller’s acceptance and/or the Contract as the location to which the Goods are to be delivered by the Seller or, if no place of delivery is so specified, by the Buyer collecting the Goods at the Seller’s warehouse at any time after the Seller has notified the Buyer that the Goods are ready for collection.

8.2 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the Delivery Date upon giving reasonable notice to the Buyer.

8.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Terms and Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

8.4 If the Buyer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Seller shall be entitled upon giving written notice to the Buyer to cancel the Order. In circumstances such as these the Seller reserves the right to charge a re-stocking charge.

8.5 In circumstances where the Buyer fails to take delivery of the Goods and subsequently makes a request for re-delivery, and where this request is accepted by the Seller, additional delivery charges will apply. The Seller will inform the Buyer of the additional delivery charges which must be paid in full prior to a further delivery attempt being made.

 

9. Non-Delivery

9.1 The Seller shall have no liability in respect of late delivery of Goods for reasons outside of the Seller’s reasonable control.

9.2 Where Goods are being dispatched directly from the Manufacturer the Seller shall not be responsible in any respect of any delays to deliveries.

 

10. Inspection/Shortage

10.1 The Buyer is under a duty whenever possible to inspect the Goods on delivery or on collection as the case may be.

10.2 Where the Goods cannot be examined the carrier’s note or such other note as appropriate shall be marked “not examined”.

10.3 The Seller shall be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the provisions of this Clause 10 are not complied with and, in any event, will be under no liability if a written complaint is not delivered to the Seller within 5Business Days of delivery detailing the alleged damage or shortage.

10.4 In all cases where defects or shortages are complained of the Seller shall be under no liability in respect thereof unless an opportunity to inspect the Goods is supplied to the Seller before any use is made thereof or any alteration or modification is made thereto by the Buyer.

10.5 Subject to sub-Clauses 3 and 10.4, the Seller shall make good any shortage in the Goods and where appropriate replace any Goods damaged in transit as soon as it is reasonable to do so, but otherwise shall be under no liability whatsoever arising from such shortage or damage.

10.6 In circumstances where Goods are being dispatched directly by the Manufacturer and there is either a shortage of Goods or Goods are damaged in transit replacement items will need to be ordered by the Seller. Certain items will carry long lead times and the Seller cannot take any responsibility for any loss associated with such delays or any minor differences in batch products such as colour etc.

 

11. Returns

11.1 The Seller is only able to accept returns for Goods purchased directly from its warehouse.

11.2 If You wish to return Goods under this Clause 11 You must do so within 7 days from the date of purchase telling Us why You wish to return the Goods.

11.3 All Goods must be returned to Us in their original condition, un-opened packaging accompanied by proof of purchase.

11.4 Goods can be returned to Our warehouse during our normal business hours being 8am to 5pm Monday to Friday.

11.5 Refunds will be issued immediately following return of Goods to Our warehouse.

11.6 Our full Returns Policy can be located on our website.

 

12. Defective Goods

12.1 If on delivery any of the Goods are defective in any material respect and either the Buyer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “not examined” the Buyer is required to give written notice of such defect to the Seller within 3 Business Days of such delivery.

12.2 It is the Buyer’s responsibility to return the defective items at his/her own cost to the Seller. Upon receipt of the returned Goods the Seller shall inspect the same to confirm that they are in fact defective.

12.3 Subject to the Seller confirming the Goods are defective the Seller shall refund the Buyer the price for those Goods (or parts thereof, as appropriate) which are defective together with the Buyer’s reasonable cost for returning the items.

12.4 No Goods may be returned to the Seller without the prior agreement in writing of the Seller. Subject thereto any Goods returned which the Seller is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Seller’s sole discretion the Seller shall refund or credit to the Buyer the price of such defective Goods but the Seller shall have no further liability to the Buyer.

12.5 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Seller’s or Manufacturer’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Seller’s prior approval, or any other act or omission on the part of the Buyer, its employees or agents or any third party.

12.6 Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

12.7 Except in respect of death or personal injury caused by the Seller’s negligence, or as expressly provided in these Terms and Conditions, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Buyer (including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer.

12.8 The Buyer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Buyer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Buyer is carried out in accordance with directions given by the Seller or any competent governmental or regulatory authority and the Buyer will indemnify the Seller against any liability loss or damage which the Seller might suffer as a result of the Buyer’s failure to comply with this condition.

 

13. Risk and Retention of Title

13.1 Risk of damage to or loss of the Goods shall pass to the Buyer at:
a) in the case of Goods to be delivered at the Seller’s premises, the time when the Seller notifies the Buyer that the Goods are available for collection; or
b) in the case of Goods to be delivered otherwise than at the Seller’s premises, the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.

13.2 Notwithstanding any other provision of these Terms and Conditions, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods.

13.3 The Buyer’s right to possession of the Goods in which the Seller maintains legal and beneficial title shall terminate if:
a) the Buyer commits or permits any material breach of his obligations under these Terms and Conditions;
b) the Buyer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;
c) the Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
d) the Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer.

 

14. Assignment

14.1 The Seller may assign the Contract or any part of it to any person, firm or company without the prior consent of the Buyer.

14.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.

 

15. Limitation of Liability

15.1 Subject to the provisions of Clauses 8, 9 and 12 the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
a) any breach of these Terms and Conditions or the Contract;
b) any use made (including but not limited to modifications) or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

15.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

15.3 Nothing in these Terms and Conditions excludes or limits the liability of the Seller:
a) for death or personal injury caused by the Seller’s negligence;
b) for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
c) for fraud or fraudulent misrepresentation.

15.4 Subject to sub-Clauses 2 and 15.3:
a) the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and
b) the Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

 

16. Confidentiality, Publications and Endorsements

16.1 The Buyer will regard as confidential the contract and all information obtained by the Buyer relating to the business and/or products of the Seller and will not use or disclose to any third party such information without the Seller’s prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Buyer’s default.

16.2 The Buyer will not use, authorise or permit any other person to use any name, trademark, house mark, emblem or symbol which the Seller is licensed to use or which is owned by the Seller upon any premises, note paper, visiting cards, advertisement or other printed matter or in any other manner whatsoever unless such use shall have been previously authorised in writing by the Seller and (where appropriate) its licensor.

16.3 The Buyer will use its reasonable endeavours to ensure compliance with this Clause 16 by its employees, servants and agents.

16.4 The provisions of this Clause 16 shall survive the termination of the Contract.

 

17. Communications

17.1 All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

17.2 Notices shall be deemed to have been duly given:
a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
b) when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
c) on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
d) on the tenth business day following mailing, if mailed by airmail, postage prepaid.

17.3 All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

 

18. Force Majeure

Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, pandemic, epidemic, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

 

19. Waiver

The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision.  Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

 

20. Severance

The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract).  The remainder of these and the Contract shall be valid and enforceable.

 

21. Third Party Rights

A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

 

22. Law and Jurisdiction

22.1 These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

22.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.