1. Application of Conditions

   1. The Supplier shall supply and the Customer shall purchase the Goods and Services in accordance with the accepted order which is subject to these Conditions.
   2. The Contract shall be to the exclusion of any other terms and conditions subject to which any quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

 

2. Definitions and Interpretation

   1. In these Conditions:-
      

      “the Customer”	means the person who accepts a quotation or offer of the Supplier for the sale of the Goods and / or supply of the Services, or whose order for the Goods and / or Services is accepted by the Supplier;
      “Commencement Date”	means the commencement date for the provision of the Services as set out in the accepted order;
      “Competent”	means suitably qualified and skilled, having received appropriate and training /experience to enable that person to carry out its obligations safely, efficiently, to the appropriate technical standard and in accordance with all of the applicable terms of the Contract;
      “the Contract”	means the contract for the purchase of the Services under these conditions;
      “Charges”	means the fees for the Services detailed and accepted in respect of any other services;
      Policies”	means the policies of the Customer relating to the Contract including its health and safety policy, information technology security policy, data protection policy and security policy, as notified to the Supplier from time to time;
      “the Services”	means the services to be provided to the Customer as set out in the accepted order;
      “Specification”	means the specification either (a) set out in Schedule 1 in respect of fuel inspection services attached to an accepted order.
      “Staff”	means all personnel assigned to the provision of the Services;
      “the Supplier”	means WRIGHT FUELS, a company registered in England under Reg 1395631 Registered office: 192-194 Alder Road, Poole, BH12 4AX;
      “writing”	includes any communications effected by electronic mail or any comparable means.

3. Basis of Sale and Service

   1. The Supplier’s employees or agents are not authorised to make any representations concerning the Goods and / or Services unless confirmed by the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
   2. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.
   3. Sales literature, price lists and other documents issued by the Supplier in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. No contract for the sale of the Goods and / or Services shall be binding on the Supplier unless the Supplier has issued a quotation which is expressed to be an offer to sell those Goods and / or Services or has accepted an order placed by the Customer by whichever is the earlier of:-
      1. 1. the Supplier’s written acceptance;
         2. the commencement of the delivery of the Goods and / or Services; or
         3. the Supplier’s invoice.
   4. 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 Supplier shall be subject to correction without any liability on the part of the Supplier.
   5. Nothing in these Conditions will preclude or restrict the right of the Customer to purchase from alternative suppliers any Goods or Services or any goods or services which are similar to the Goods and Services.

4. The Goods

   1. The specification for the Goods shall be those set out in the Supplier’s sales documentation at the date of order unless varied expressly in the Customer’s order (if accepted by the Supplier). The Goods will only be supplied in the minimum units stated in the Suppliers price list. Orders received for quantities other than these will be adjusted accordingly.
   2. Save for the specification referred to in this Clause 4.1, illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding on the Supplier.

1. 1. The Supplier 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 Supplier’s specification, which do not materially affect their quality or performance.
   2. No order which has been accepted by the Supplier may be cancelled by the Customer except on the terms that the Customer shall reimburse the Supplier for all reasonable and unavoidable costs (excluding loss of profit) incurred by the Supplier as a direct result of cancellation.

2. The Services

   1. Where an accepted Order relates to the provision of the Services, the Supplier will, with effect from the relevant Commencement Date, and in consideration of the Fees being paid in accordance with the Terms of Payment, provide the Services expressly identified in that accepted order.
   2. The Supplier warrants, represents and undertakes that it will use reasonable care, skill and diligence in performing the Services and will perform them in accordance with all applicable laws and in accordance with best industry practice.
   3. The Supplier shall use all reasonable endeavours to complete its obligations under the Schedule, but time will not be of the essence in the performance of these obligations.
   4. The Supplier will provide the Services in accordance with the relevant Specification.
   5. In the provision of the Services the Supplier will:

(a) act in the utmost good faith to the Customer;

(b) not, and will ensure that its Staff, sub-contractors and agents will not, act or omit to act in any way which could bring the Customer or its name or any trademark or logo owned by it into disrepute, or which could be damaging or detrimental to its continuing reputation; and

(c) keep the Customer informed regularly of, and promptly respond to any requests relating to, the progress of the Services and of all other material facts which may affect the Supplier’s role or relationship with the Customer.

1. 6. As an integrated part of the Services, the Supplier agrees that obligations will derive from and relate to the relationship, interaction and co-operation of the Supplier with other third parties engaged in any way in connection with the provision of the Services or to the Customer, and the Supplier hereby agrees to liaise, work and fully co-operate with the such third parties.
   7. The Supplier will provide the Services in accordance with, and so as to meet, any agreed service levels or KPIs.
   8. At all times during the Contract, the Supplier will ensure that the Staff will:

(a) faithfully and diligently perform those duties and exercise such powers consistent with them, which are from time to time necessary in connection with the provision of the Services;

(b) obey all lawful and reasonable directions of the Customer within the scope of the provision of the Services;

(c) in the course of providing the Services, not knowingly cause or do anything that damages the interests of the Customer;

(e) comply with the Policies.

1. 1. The Supplier warrants that the training and development needs of its Staff involving new tools, technologies and methods will be met, at no additional cost to the Customer, such that the skills of its Staff are continually updated and remain current to the extent applicable for the proper provision of the Services.

2. Price

   1. The price of the Services and / or Goods shall be the price listed in the accepted order or such other price as may be agreed in writing by the Supplier and the Customer.
   2. Where the Supplier has quoted a price for the Services / Goods which is other than in accordance with the Supplier’s published price list the price quoted shall be valid for 30 days only or such lesser time as the Supplier may specify.
   3. Except as otherwise stated under the terms of any accepted order or in any price list of the Supplier, and unless otherwise agreed in writing between the Customer and the Supplier, all prices are inclusive of the Supplier’s charges for packaging and transport as specified in the accepted order.
   4. The prices are exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and / or Services, which the Customer shall be additionally liable to pay to the Supplier.

3. Payment

   1. All payments required to be made pursuant to this Agreement by either party shall be made 30 days from the end of the month in which the invoice is dated ,without any set-off, withholding or deduction except such amount (if any) of tax as that party is required to deduct or withhold by law, subject to the paying party being satisfied that the relevant Fees are correct and that the relevant Goods / Services have been duly provided in accordance with the Contract.
   2. If the Customer fails to make any undisputed payment on the due date in respect of the price or any other sum due under these terms and conditions then the Supplier shall, without prejudice to any right which the Supplier may have pursuant to any statutory provision in force from time to time (other than a right to interest), have the right to charge the Customer interest on a daily basis at an annual rate equal to the aggregate of 5% and the Lloyds TSB base rate prevailing on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgement.
   3. All payments shall be made to the Supplier as indicated on the form of acceptance or invoice issued by the Supplier.
   4. No other amounts save those expressly provided for by the Contract or otherwise expressly agreed by the Customer in writing will be payable to the Supplier in respect of the provision of the Goods and / or Services.

4. Delivery and Performance

   1. Delivery of Goods shall be made by the Supplier delivering the Goods to the place in the United Kingdom specified in the accepted order.
   2. The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Supplier in writing, but the Supplier will use all reasonable endeavours to delivery on the Delivery Date.

 

9. Non-Delivery of Goods and Services

   1. If the Supplier fails to deliver the Goods or Services and any of them on the Delivery Date other than for reasons outside the Supplier’s reasonable control or the Customer’s or its carrier’s fault, the Customer gives written notice to the Supplier of this failure and the Supplier fails to deliver the Goods and Services within 1 Business Day after receiving such notice the Customer may (without prejudice to any other rights or remedies of the Customer) cancel the order and the Supplier’s liability shall be limited to the excess (if any) of the cost of the Customer of acquiring similar goods and / or services to those not delivered over the price of the Goods and / or Services not delivered.

10. Defective Goods

    1. If on delivery any of the Goods are defective in any material respect and either the Customer refuses delivery of the defective Goods or, if they are signed for on delivery the Customer gives written notice of such defect to the Supplier within five Business Days of such delivery (or, in the case of latent defects, within five Business Days of the defect coming to the attention of the Customer), the Supplier shall at its option:-
       1. 1. replace the defective Goods within 7 days of receiving the Customer’s notice; or
          2. promptly refund to the Customer the price for the Goods which are defective; and
          3. collect the defective Goods from the Customer at the Supplier’s expense and providing it does so the Supplier shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice given by the Customer as aforesaid.

1. 1. The terms of the Contract shall apply to any replacement Goods supplied by the Supplier.
   2. Subject as expressly provided in these 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.
   3. The Customer shall be responsible to ensure 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 Customer is in compliance with all applicable statutory handling and sale of the Goods by the Customer is carried out in accordance with reasonable directions given by the Supplier or any competent governmental or regulatory authority.

2. Customer’s Default

   1. If the Customer fails to make any undisputed payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:-
      1. 1. cancel the order or suspend any further deliveries of Goods and Services to the Customer until payment is made;
         2. appropriate any payment made by the Customer to such of the Goods and Services (or the goods supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and
   2. This condition applies if:-
      1. 1. a party fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or
         2. a party becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or
         3. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of a party; or
         4. a party ceases, or threatens to cease, to carry on business; or
         5. the other party reasonably apprehends that any of the events mentioned above is about to occur in relation to a party and notifies that party accordingly.
   3. If Condition 13.2 applies then, without prejudice to any other right or remedy available to the other party, the other party shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability, and if the Supplier is the terminating party and the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
   4. The Customer can terminate the Contract at any time by giving at least 30 days’ notice in writing to the Supplier, such notice to expire at any time.

3. Warranties and Liability

   1. In addition to all other warranties contained in this Agreement or implied by law, the Supplier warrants, represents and undertakes that:

(a) it has full capacity and authority and all necessary license’s, permits and consents to enter into and perform the Contract and to provide the Goods and Services.

(b) any person used by the Supplier to perform any part of the Services will be Competent; and

(c) in providing any advice to the Customer in relation to the Contract, the Supplier will use all reasonable skill and care including making all reasonable enquiries prior to making any recommendations.

(d) the Goods are of satisfactory quality, fit for purposes and free from defects in materials and workmanship.

(e) the supply of the Goods and Services and the use of them by the Customer will not infringe the intellectual property rights of any third party.

1. 1. Except in respect of death or personal injury caused by the Company’s negligence, the Company will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of this contract, be liable for any indirect, special or consequential loss (whether caused by the Company’s servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and Services.
   2. Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Customer shall be joint and several obligations of such persons.

2. Communications

   1. All communications between the parties about the Contract shall be in writing via either digital mail communications (email) enquiries@wrightfuels.co.uk. Or by hand or sent by pre-paid first-class post: In the case of communications to the Supplier to Wright Fuels Ltd. Basepoint Business Centre, Aviation Business Park, Enterprise Close, Bournemouth BH23 6NX
   2. Communications shall be deemed to have been received:
   3. if sent by electronic mail on a Business Day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day.
   4. Communications addressed to the Supplier shall be marked for the attention of John Eddowes.

3. Force Majeure

   1. In the event that either party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout (subject to Sub-clause 16.2) the party shall not be deemed to be in breach of its obligations under this Agreement. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.
   2. Sub-clause 16.1 shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.
   3. If and when the period of such incapacity exceeds 6 months then the Contract shall automatically terminate unless the parties first agree otherwise in writing.

4. Severance

If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the

provision in question shall not be affected thereby.

16. 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.

17. Governing Law and Jurisdiction

These terms and conditions shall be governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English and Welsh courts.

Confidentiality and Data Protection

The Supplier agrees and confirms all detailed information regarding the services /results shall remain confidential between the Customer and the Supplier, unless authorised specifically by the customer. Confidential Information: means any information, whether communicated orally or in documentary or other form, which relates to the business of the Supplier including, without limitation, any information relating to products, customers, pricing, policies, methods, business plans and strategies, technical processes and financial affairs, in all cases whether expressly stated to be confidential or not.

18.1: This clause shall not apply to information that the Supplier / Customer can prove:

Is in the public domain otherwise than by the either parties’ breach; it already had in its possession prior to obtaining the information directly or indirectly from the Customer; or a third party subsequently disclosed to the Customer free of restrictions on disclosure and use. This Clause shall survive for three (3) years from when the Supplier / Customer acquired that Confidential Information. The use of any information may be subject to the General Data Protection Regulation 2018.