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1. Interpretation
a. In these Conditions, the following terms shall have the meanings ascribed to them:
b. A reference to any statute or statutory provision is a reference to it as amended, extended, or re-enacted at the relevant time. References to laws also include any subordinate legislation made under it.
2. Basis of Sale
a. All Orders are accepted entirely at the discretion of the Seller. If accepted, they will be on the basis of these Conditions, which shall form the entire agreement between the Buyer and Seller, to the exclusion of any other terms.
b. Each Order accepted by the Seller constitutes a separate, legally binding contract between the Buyer and Seller. No addition, variation or substitution of these Conditions shall bind the Seller unless expressly agreed in writing.
c. The Seller's employees or agents are not authorised to make any representations about the Goods or Services unless confirmed by the Seller in writing. The Buyer acknowledges that any reliance on such representations is at their own risk.
3. Specification
a. The Buyer shall be responsible for ensuring the accuracy of the terms of any Order and specification submitted by the Buyer and for checking the accuracy of any order acknowledgement form issued by the Seller.
b. The Buyer shall not be entitled to rely on any typographical, clerical or other error or omission in any sales literature, quotations, price list, acceptance of offer, invoice or other document or information issued by the Seller, which the Buyer acknowledges shall not form part of or be incorporated by reference into any contract between the Seller and the Buyer. Any such error or omission shall be subject to correction without any liability on the part of the Seller.
c. The Seller reserves the right to make changes to the specification of the Goods and/or the Services which are required to conform with any applicable statutory or regulatory requirements and do not materially affect the quality or performance.
d. If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which result from the Seller's use of the Buyer's specification.
4. Price of Goods and Services
a. The price of the Goods and/or Services shall be:
b. Any prices quoted are valid for only 30 days from the date of quotation or until earlier acceptance by the Buyer, after which the Seller may alter them without giving notice to the Buyer.
c. All prices quoted are based on information available at the date of quotation, and the Seller reserves the right to vary prices at any time without notice prior to the date of issue of the relevant invoice. The price payable by the Buyer shall be the price applicable on the date of the invoice.
d. Unless otherwise stated, the price of the Goods and/or the Services is exclusive of VAT and any other taxes, the cost of carriage, and any other matters, all of which the Buyer shall pay to the Seller in addition.
e. In the event of any increase in cost to the Seller which is beyond the control of the Seller (including any increases imposed upon the Seller by its suppliers) and/or any variation or suspension of the work agreed to by the Seller upon the Buyer's request, or if the Buyer's instructions are incorrect or insufficient, the Seller shall be entitled to adjust the price of the Goods and/or the Services to reflect the costs involved, and to adjust delivery dates as appropriate.
f. The Seller shall be entitled to bring an action for the price of the Goods and/or the Services or part thereof, notwithstanding that delivery and/or performance may not have taken place and/or that ownership in the Goods has not passed to the Buyer.
g. The Seller may, at its absolute discretion, decide to apply a discount in such amount as it thinks fit to the price for the Goods and/or Services. The amount of any discount shall be recorded in the invoice issued to the Buyer.
5. Payment
a. The Seller shall be entitled to invoice the Buyer for the price of the Goods and/or the Services at any time prior, on or following delivery of the Goods and/or performance of the Services unless the Buyer wrongfully fails to take delivery of the Goods in which event the Seller shall be entitled to invoice the Buyer for the full amount at any time after the Seller has notified the Buyer that the Goods are ready for collection or the Seller has tendered delivery of the Goods.
b. Until a Credit Account has been opened by the Seller in favour of the Buyer, the Buyer shall pay the price for the Goods and/or the Services on or prior to delivery and, where applicable, upon receipt of the Seller's invoice.
c. The time of payment of the price shall be of the essence of any contract between the Seller and the Buyer.
d. A Buyer in whose favour a Credit Account has been opened shall, unless otherwise agreed in writing by the Seller, pay the price for the Goods and/or the Services on or before the 28th day (or the next working day if the 28th day of a particular month is a Saturday or Sunday) of the month following the date of the Seller's invoice.
e. Payment terms shall not exceed 60 days from the invoice date unless expressly agreed in writing. The Seller reserves the right to withdraw or vary extended credit terms at its discretion.
f. No payment shall be deemed to have been received until the Seller has received cleared funds. All payments payable to the Seller under the contract between the Seller and the Buyer shall become due immediately on its termination, despite any other provision.
g. Any claim by the Buyer that an invoice rendered by the Seller is in the incorrect amount or contains any other error must be notified to the Seller in writing within 30 days of the date of the invoice. If the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to claim that the invoice is incorrect or contains any other error whatsoever.
h. Where payment is not made by the due date, regardless of its other remedies, the Seller shall be entitled to:
i. If any payment is dishonoured or countermanded by the Buyer, the Seller shall have the right to charge the Buyer an administration fee of £25.00 (or such other fee as may be notified to the Buyer from time to time).
6. Delivery
a. Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller's premises or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
b. Any delivery date quoted is given in good faith, but the Seller shall not be responsible for any delay in delivery of the Goods and/or the performance of the Services, however caused. Time for delivery shall not be of the essence of the contract between the Seller and the Buyer, and the Seller shall not be liable for any delay in delivery, howsoever caused.
c. The Seller shall be entitled to make delivery by instalments (in which case each delivery shall constitute a separate contract) and to invoice the Buyer separately for each instalment. Failure by the Seller to deliver any one or more of the instalments in accordance with these 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 between the Seller and the Buyer as repudiated.
d. Except in the case of delivery at the Seller's premises, the Buyer shall at its own expense use all reasonable endeavours to ensure that the Seller is able to freely access and make any deliveries to any other place for delivery at such time(s) as may be specified by the Seller. Any failure by the Buyer to comply with the provisions of this condition or to otherwise accept delivery (save upon such grounds for rejection as are specified in the law relating to the Sale of Goods) shall be deemed to be a breach of contract. Any additional costs incurred by the Seller in re-delivering the Goods (either to the originally agreed place for delivery or to such other place as may be reasonably requested by the Buyer) will be charged to the Buyer.
e. The quantity of any consignment of Goods as recorded by the Seller upon despatch from the Seller's premises shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
f. The Seller shall not be liable for any under-delivery of Goods in whole or in part (even if caused by the Seller's negligence) unless the Buyer gives written notice to the Seller of the under-delivery within 48 hours of the date when the Goods are delivered to the Buyer (as recorded by the Seller) or, if there is no such record, when the Goods would in the ordinary course of events have been received. Any liability of the Seller for under-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro-rata contract rate against any invoice raised for such Goods.
7. Risk and Title (Retention of Title)
a. Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery.
b. Notwithstanding delivery and the passing of risk in the Goods, or any other provisions in these Conditions, ownership in the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to the Seller from the Buyer on any account.
c. Until ownership of the Goods has passed to the Buyer in accordance with these Conditions, the Buyer shall:
d. The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
e. The Buyer's right to possession of the Goods shall terminate immediately if:
f. The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or where the Buyer's right to possession has terminated, to recover them, without liability for trespass or damage.
g. Where the Seller is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
h. On termination of the contract between the Seller and the Buyer, howsoever caused, the Seller's (but not the Buyer's) rights contained in this condition shall remain in effect.
8. Additional Terms of Guarantee
a. All sums of money which may not be recoverable from the Guarantor on the footing of the guarantee, whether by reason of legal limitation on the Buyer or any other circumstance, shall nevertheless be recoverable from the Guarantor as principal debtor and shall be paid on demand.
b. A demand for payment or any other notice to the Guarantor may be made by any authorised officer of the Seller by letter addressed to the Guarantor and delivered to its registered office or residential address, and if sent by post, shall be deemed to have been made at noon the following day after the letter was posted.
c. This Guarantee shall be a continuing security, and the Guarantor shall remain liable for all sums due by the Buyer, notwithstanding any event that absolves the Buyer of liability. The Guarantor shall remain liable notwithstanding any alteration to the Customer Agreement or any terms applying thereto, which may be agreed between the Seller and the Buyer.
d. Until payment in full by the Guarantor of all sums due to the Seller by the Buyer, the Guarantor shall not be entitled to participate in any security held or money received by the Seller on account of such balance.
e. This Guarantee may be terminated and the Guarantor's liability shall be fixed at the expiration of one calendar month after receipt by the Seller from the Guarantor of notice in writing to terminate it. It shall be lawful for the Seller to continue the account with the Buyer notwithstanding such termination, and the Guarantor shall remain liable for any amount due at the date of termination of this Guarantee.
f. The Guarantor may be released absolutely from the Guarantee upon written application to the Seller. Any such release shall be at the Seller's absolute discretion and shall be on such terms, including as to the date of release, that the Seller may specify. Any settlement, discharge, or release between the Guarantor and the Seller shall be conditional upon no security or payment to the Seller by the Buyer or any other person being avoided or reduced due to insolvency laws or otherwise.
g. The Seller may at any time without giving notice to or obtaining the consent of the Guarantor refuse or grant further credit to the Buyer for any period and compound with, give time for payment, grant other indulgence or make any other arrangements with the Buyer, give up, modify, exchange or abstain from perfecting or taking advantage of or enforcing any security guarantee, and discharge any parties thereto and realise any securities in such manner as the Seller may think expedient.
h. All costs, charges, and expenses incurred by the Seller in obtaining payment of the moneys secured under this guarantee (and so that any taxation of the Seller's costs, charges, and expenses shall be on a full indemnity basis) shall be recoverable from the Guarantor as a debt.
9. Data Protection and Security
The Seller complies with UK GDPR and the Data Protection Act 2018.
Customer data is stored securely on protected servers with off-site backups.
The Seller implements reasonable technical and organisational measures to safeguard data from unauthorised access, loss or damage.
Personal data will only be processed as necessary for performance of the Contract or compliance with legal obligations.
For further information, the Seller’s privacy policy is available upon request.
10. Warranties and Liability
a. The Seller warrants that, except in relation to intellectual property rights of third parties, it has good title to the Goods and (subject to the conditions set out below) the Goods shall correspond with their written specification (if any) at the time of delivery and will be free from material defects in materials and workmanship for a period of 12 months or separately stated period from delivery, provided that the Seller shall be under no liability:
b. The Seller warrants that the Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the contract between the Seller and the Buyer.
c. Subject as expressly provided in these Conditions, and except where the Goods and/or Services are supplied to a person dealing as a consumer (within the meaning of the Consumer Rights Act 2015), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
d. Where the Goods and/or the Services are supplied under a consumer transaction (as defined by the Consumer Rights Act 2015), the statutory rights of the Buyer are not affected by these Conditions.
e. Any claim by the Buyer arising from any defect in the quality or condition of the Goods or their failure to correspond with the agreed specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller in writing within 7 days of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time of the defect or failure becoming apparent. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the contract price as if the Goods had been delivered in accordance with the contract between the Seller and the Buyer.
f. Where the Seller accepts a claim made by the Buyer in respect of the Goods made in accordance with these Conditions, the Buyer's right shall be to a full or partial credit note (in relation to Goods purchased on credit account), full or partial refund (in relation to Goods purchased by cash), or replacement of the Goods (or the part(s) in question), at the Seller's option, but the Seller shall have no further liability to the Buyer.
g. Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition, or other term, or any tortious act (including negligence) or any duty at common law, or under the express terms of the contract between the Seller and the Buyer, or in any manner whatsoever:
h. The entire liability of the Seller under or in connection with the contract between the Seller and the Buyer shall not exceed the price of the Goods and/or the Services, save as expressly provided in these Conditions.
i. Any repair, replacement, or refund of any monies made by the Seller to the Buyer shall not under any circumstances be deemed to be an admission of any liability on the part of the Seller to the Buyer (or any third party), and shall be without prejudice to the rights of the Seller which the Seller hereby reserves in full should it make any such repairs, replacements, or refunds of monies.
j. The Seller shall not be liable to the Buyer, or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform any of the Seller’s obligations in relation to any Goods and/or Services if the delay or failure is due to any cause beyond the Seller’s reasonable control.
11. Returns and Restocking
a. The Seller supplies business customers only. Returns are accepted strictly in accordance with this clause and do not affect the Buyer's rights in respect of defective Goods under clause 10.
b. Goods that are standard stock lines and are returned in a resalable condition may, at the Seller's discretion, be credited without charge, provided that the Goods are complete, unused, in their original packaging where supplied in such packaging, and include all accessories, manuals, labels, and components. For the avoidance of doubt, the absence of original packaging may render Goods non-resalable. There is no fixed timeframe for the return of stock lines, provided the product remains a current stock item at the time of return.
c. The Buyer is responsible for the Goods and bears the risk of loss or damage to the Goods until the Goods are physically received and signed for by the Seller at the return location specified by the Seller. The Buyer must package Goods securely and in accordance with any instructions issued by the Seller. The Seller may reject or reduce credit for Goods damaged in transit, used, installed, marked, defaced, or otherwise not in resalable condition.
d. Goods that are non-stock, specially ordered, configured, or identified as "special" may only be returned where the Seller's supplier accepts the return. Any manufacturer or supplier's restocking or handling charges, as well as any carriage costs, will be deducted from any credit. Credits for such Goods are not guaranteed and will be processed only after the Seller receives written confirmation of acceptance from its supplier.
e. The following are not eligible for return unless the Goods are defective under clause 10: custom-made items; cut-to-length materials; Goods that have been installed, powered, used, or commissioned; sealed items where the seal has been broken; software or licenses; Goods stated as non-returnable on the quotation or order acknowledgement.
f. Returns of refrigerants, pressurised cylinders, or other hazardous Goods are subject to applicable dangerous goods and transport regulations and to clause 19 (F-Gas Compliance). Opened, partially used, contaminated, or mis-labelled refrigerant will not be accepted for credit. Cylinder returns must follow the Seller's documented procedure; reconditioning or disposal charges may apply.
g. Before sending any Goods back, the Buyer must obtain a return authorisation and instructions from the Seller. Returns received without prior authorisation may be refused and returned to the Buyer at the Buyer's expense.
h. Where Goods are returned as allegedly faulty, the Seller may test and evaluate the Goods. If no fault is found or the fault is attributable to misuse, incorrect installation, or other exclusions in clause 10, the Seller may return the Goods to the Buyer and charge reasonable inspection, testing, and carriage costs.
i. For eligible returns, credits will be raised for the net value of the Goods less any applicable deductions under this clause. For non-stock or special items, a credit may not be raised until the Seller has received supplier acceptance and, where applicable, supplier credit. Credits will then be processed within a reasonable time thereafter. The Seller may set off any credit against sums due from the Buyer.
j. Upon the issue of a credit note for returned Goods, title to those Goods shall re-vest in the Seller with effect from the date of the credit. The Buyer warrants that returned Goods are free from any lien, charge, or encumbrance.
k. This clause 11 does not limit the Buyer's rights where the Seller has supplied Goods not in accordance with the Contract, or where damage on delivery is notified within the time limits set out in clause 6.
l. Nothing in this clause excludes or limits the Buyer's statutory rights in respect of defective Goods under applicable law, including the Sale of Goods Act 1979 in business-to-business transactions, or any non-excludable rights where the Buyer acts as a consumer.
12. Design and Drawings
a. All figures, statements, advice, recommendations, drawings, designs, suggestions, and specifications contained or referred to in any documents supplied by the Seller to the Buyer are given in good faith, but shall be approximate only, and shall not (unless the Seller specifically warrants the same in writing) be warranted to be accurate. All such matters should be checked and verified for accuracy and suitability by the Buyer, and accordingly, the Seller accepts no liability or responsibility whatsoever in relation to such matters unless specifically warranted in writing.
b. The Seller will make available information required in relation to the design, construction, and testing of the Goods as is reasonably necessary for the Buyer to take appropriate steps to see that the Goods will be, when installed, safe and not constitute a risk to the health of any person provided always that the Buyer shall indemnify, and keep indemnified, the Seller against all claims, costs, actions, damages, or liabilities resulting directly or indirectly (including economic and consequential loss) for any claim brought against the Seller arising out of the use of the Goods.
13. Termination / Suspension
a. The Buyer shall not be entitled to cancel the contract between the Seller and the Buyer and if the Buyer purports to do so it shall indemnify the Seller for all losses, costs, and expenses incurred by the Seller in relation to the contract.
b. Without prejudice to any other right or remedy, the Seller shall be entitled to suspend forthwith further performance and/or terminate contractual relations with the Buyer without any liability to the Buyer if the Buyer:
14. Confidentiality
a. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by this clause.
b. Each party may disclose the other party's confidential information:
c. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
d. The Buyer agrees not to disclose, share, or use for any purpose other than for their own internal records, any invoices, quotes, or prices for goods supplied by the Seller, without the prior written consent of the Seller.
15. Environmental Responsibility
a. The Buyer agrees to handle and dispose of all Goods, including but not limited to F-Gas refrigerants, cylinders, and other materials, in compliance with all relevant environmental laws and regulations. The Buyer is responsible for adhering to recycling requirements, proper disposal methods at the end of the product lifecycle, and for providing certification of compliance upon request. Failure to comply may result in penalties, and the Buyer agrees to indemnify the Seller for any fines or legal costs incurred due to non-compliance.
b. The Seller encourages the Buyer to use environmentally friendly alternatives where possible and to adopt practices that minimise the environmental impact of their operations.
16. Intellectual Property
a. The Buyer acknowledges that all intellectual property rights in the Goods and any materials provided by the Seller remain the property of the Seller or its licensors.
b. The Buyer shall not use any of the Seller's intellectual property without prior written consent.
c. All designs, specifications, and technical data supplied by the Seller remain the intellectual property of the Seller. The Buyer agrees not to reproduce, reverse-engineer, or use such information for any purpose other than for the installation and use of the Goods as provided by the Seller. Any unauthorised use or disclosure of the Seller's intellectual property will be considered a breach of this agreement and subject to legal action.
17. Product Recalls
a. In the event of a product recall initiated by the Seller, manufacturer, or any regulatory authority, the Buyer shall cooperate fully and promptly with the Seller in all necessary actions, including but not limited to, tracing, quarantining, returning, or destroying the affected Goods as instructed by the Seller.
b. The Seller’s liability in respect of any such recall shall be limited to the replacement of Goods or refund of the purchase price, at the Seller’s discretion.
18. Force Majeure
a. The Seller shall not be liable for any delay or failure to perform its obligations under any contract with the Buyer if such delay or failure results from events or circumstances beyond the Seller’s reasonable control including, but not limited to, acts of God, strikes, lock-outs, accidents, war, fire, breakdown of plant or machinery, shortage or unavailability of raw materials from a natural source of supply, or compliance with any law or governmental order, rule, regulation or direction.
b. In such circumstances the Seller shall be entitled to a reasonable extension of time for the performance of its obligations. If the period of delay or non-performance continues for 90 days, the Seller may terminate the contract with the Buyer without liability.
19. F-Gas Compliance
a. The Buyer acknowledges that the purchase of F-Gas refrigerants and pre-charged systems is subject to Regulation (EU) 517/2014 as retained in UK law and any other applicable UK legislation.
b. The Seller supplies F-Gas refrigerants and pre-charged systems only to certified personnel/businesses and will verify certification.
c. The Seller carries out routine checks to ensure customer certification remains valid and may suspend supply if certificates are expired or revoked.
d. Equipment containing F-Gas must only be installed by suitably qualified personnel.
e. Certification and sales records will be retained for at least five years in accordance with legal requirements.
f. The Buyer indemnifies the Seller for any penalties or damages resulting from non-compliance with F-Gas regulations.
20. Limitation of Liability (additional)
a. Except in respect of death or personal injury caused by the Seller's negligence, fraud or fraudulent misrepresentation, or liability which cannot be limited or excluded under applicable law, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition, or other term, or any tortious act (including negligence) or any duty at common law, or under the express terms of the contract between the Seller and the Buyer, for any indirect, special, or consequential loss or damage including, but not limited to, economic loss, loss of profits, loss of business, depletion of goodwill, loss of anticipated savings, or loss of use.
b. The entire liability of the Seller under or in connection with the contract between the Seller and the Buyer shall not exceed the price of the Goods and/or the Services save as expressly provided in these Conditions.
20. Governing Law and Jurisdiction
a. The contract between the Seller and the Buyer 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 the law of England and Wales.
b. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the contract between the Seller and the Buyer or its subject matter or formation (including non-contractual disputes or claims).
21. Compliance with Laws
a. Each party shall at all times comply with all applicable statutes, laws, regulations, regulatory policies, guidelines, industry codes, and binding decisions of competent authorities relating to its activities under the Contract, including (but not limited to) health and safety, environmental protection, competition law, export controls, and the safe storage and handling of refrigerants.
b. The Buyer warrants that it holds and will maintain all necessary permits, licences, consents, approvals and authorisations required for its activities in connection with the Goods and/or Services supplied under the Contract.
c. Without limitation to the generality of this clause, the Buyer agrees to comply fully with:
d. Each party shall, on request, provide evidence of compliance with the above requirements.
22. Electronic Communications and Invoicing
a. The Seller may issue invoices, statements, credit notes, order acknowledgements, and other contractual documents electronically (including by email or via secure web portal).
b. The Buyer consents to receive all such communications in electronic form. Electronic communications, including e-signatures applied to them, shall have the same legal force and effect as paper documents with wet signatures, in accordance with the Electronic Communications Act 2000 and the UK eIDAS Regulation.
c. The Buyer shall ensure that its nominated email addresses and portals are secure, monitored and accessible. Delivery to a nominated email address or upload to a portal specified by the Buyer shall constitute valid delivery.
d. The Seller reserves the right to switch to paper documents on request, but may charge a reasonable administration fee for doing so.
23. Legislative Compliance and Variation
a. These Conditions and any Contract between the Seller and the Buyer are subject to all applicable UK laws and regulations in force from time to time, including (but not limited to) the Companies Act 2006, the Sale of Goods Act 1979, the Unfair Contract Terms Act 1977, the Consumer Rights Act 2015, the Insolvency Act 1986 (as amended), and the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).
b. The Seller may vary these Conditions from time to time where necessary to ensure continued compliance with changes in legislation, regulations, codes of practice, or binding governmental or regulatory decisions. Any such variation shall take effect on written notice to the Buyer and shall apply to all orders placed after the effective date of the notice.
c. If a change in law imposes obligations or costs that materially affect the performance of the Contract, the Seller and the Buyer shall use reasonable endeavours to agree appropriate amendments or adjustments in good faith.
d. Nothing in this clause affects the Buyer's statutory rights that cannot be limited or excluded by law.
References
The following UK laws and regulations are referenced or underpin these Conditions:
Companies Act 2006:
https://www.legislation.gov.uk/ukpga/2006/46/contents
Consumer Rights Act 2015 (UK):
https://www.legislation.gov.uk/ukpga/2015/15/contents
UK General Data Protection Regulation (UK GDPR) and Data Protection Act 2018:
https://www.legislation.gov.uk/ukpga/2018/12/contents
Late Payment of Commercial Debts (Interest) Act 1998 and Regulations (as amended):
https://www.legislation.gov.uk/ukpga/1998/20/contents
Sale of Goods Act 1979 (as amended):
https://www.legislation.gov.uk/ukpga/1979/54/contents
Unfair Contract Terms Act 1977 (reasonableness test for exclusions and limitations):
https://www.legislation.gov.uk/ukpga/1977/50/contents
Insolvency Act 1986 (as amended, including by the Corporate Insolvency and Governance Act 2020):
https://www.legislation.gov.uk/ukpga/1986/45/contents
Corporate Insolvency and Governance Act 2020:
https://www.legislation.gov.uk/ukpga/2020/12/contents
Insolvency Rules (England and Wales) 2016:
https://www.legislation.gov.uk/uksi/2016/1024/contents
Fluorinated Greenhouse Gases Regulation (EU) No. 517/2014 (as retained in UK law):
https://www.legislation.gov.uk/eur/2014/517/contents
Environmental Protection Act 1990 (as applicable to waste handling):
https://www.legislation.gov.uk/ukpga/1990/43/contents
Electronic Communications Act 2000:
https://www.legislation.gov.uk/ukpga/2000/7/contents
UK eIDAS Regulation (electronic identification and trust services, as retained in UK law):
https://www.legislation.gov.uk/eur/2014/910/contents
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