Terms and Conditions

Terms and Conditions


1. Interpretation

1.1 In these Terms the following terms shall (unless the context requires otherwise) bear the meanings set out opposite them: “WES” Suirvale Developments Limited t/a Wood Energy Solutions, a company registered in Ireland with number 285263; “Contract” the contract between WES and the Customer for the supply and purchase of the Products. “Contract Price” the total price for Products specified on the relevant Quotation; “Customer” a person whose written order for Products is accepted by WES or (as the case may be) who has accepted WES’s written quotation for Products. “Customer Information” any information concerning the Customer which is disclosed by the Customer to WES or otherwise obtained by WES in the course of the supply of the Products; “Customer Order Form” the order form attached to a copy of the Quotation, for signature by the Customer; “Order Confirmation” written confirmation from WES to the Customer of the Order; “Products” the Products which WES is to supply to the Customer in accordance with these Terms as detailed on the relevant Customer Order Form or Quotation; “Quotation” a written quotation in respect of Products prepared by WES for a Customer; “Terms” the standard terms of supply set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Customer and WES; “Writing” includes facsimile transmission, electronic mail and other forms of electronic communication.

1.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3 A reference in these Terms to any gender shall be deemed to include all genders. 1.4 The headings in these Terms are for convenience only and shall not affect their interpretation.

2. Basis of Supply

2.1 WES shall supply and the Customer shall purchase those Products set out on the relevant Quotation, subject to these Terms, which shall govern the Contract to the exclusion of any other terms upon which any order for Products is made or purported to be made by the Customer, or any quotation from WES is accepted or purported to be accepted by the Customer.

2.2 No variation to these Terms shall be binding unless agreed in writing between the Customer and WES.

2.3 WES’s employees or agents are not authorised to make any representations concerning the Products unless confirmed by WES in Writing. In entering into the Contract the Customer acknowledges that he does not rely on any such representations which are not so confirmed.

2.4 Any advice or recommendation given by WES employees or agents to the Customer as to the storage, application or use of the Products which is not confirmed in Writing by WES is followed or acted on entirely at the Customer’s own risk, and accordingly WES shall not be liable for any such advice or recommendation which is not so confirmed.

2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by WES shall be subject to correction without any liability on the part of WES.

3. Orders and Specifications

3.1 No order submitted by the Customer shall be deemed to be accepted by WES unless and until confirmed in writing by WES. Such confirmation shall usually be given by means of an Order Confirmation.

3.2 The quantity and description of the Products and any specification for them shall be as set out in WES’s quotation. 3.3 WES reserves the right to acquire similar Products from alternative manufacturers and/or to make any changes in the specification of the Products which are required to conform with any applicable statutory or safety requirements which do not materially affect the nature quality or performance of the Products.

3.4 No order which has been accepted by WES may be cancelled by the Customer except with the agreement in Writing of WES and on terms that the Customer shall indemnify WES 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 WES as a result of cancellation.

4. Price of Products

4.1 The price of the Products shall be WES’s quoted price (as set out in the Quotation) or where a quoted price is no longer valid, the price listed in WES’s published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only from receipt by the Customer of the Quotation after which time they may be altered by WES without giving notice to the Customer.

4.2 WES reserves the right, by giving Written notice to the Customer at any time before delivery, to increase the price of the Product, arising from any increase in cost to WES which is due to any factor beyond the control of WES (such as, 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 Products which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give WES adequate information or instructions.

4.3 The price quoted for the Products is (unless otherwise stated) exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to WES.

5. Terms of Payment

5.1 Subject to any special terms agreed in Writing between WES and the Customer, the Customer shall pay to WES:

5.1.1 100% of the price of the Products (plus value added tax where applicable), as specified on the Customer Order Form, upon submission of the order by the Customer;
5.1.2 On approved credit accounts, payment of invoices must be made in full without any deduction or set-off within 30 days of the date of the invoice. Any extension of credit allowed to the customer may be changed or withdrawn at any time.

5.2 The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only on request.

5.3 If the Customer fails to make any payment on the due date then, without limiting any other right or remedy available to WES, WES may charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 3 per cent per annum above Barclays Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

6. Delivery of Products

6.1 Any dates given for delivery of the Products are approximate only and WES shall not be liable for any delay in delivery of the Products however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by WES in Writing. The Products may be delivered by WES in advance of the quoted delivery date on giving reasonable notice to the Customer.

6.2 If the Customer fails to take delivery of the Products or fails to give WES adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of WES’s fault) then, without limiting any other right or remedy available to WES, WES may:

6.2.1 store the Products until actual delivery and charge the Customer for the reasonable cost (including insurance) of storage; or
6.2.2 sell the Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.

7. Risk and Property

7.1 Risk of damage to or loss of the Products shall pass to the Customer at the time of delivery, or if the Customer wrongfully fails to take delivery of the Products, the time when WES has tendered delivery of the Products.

7.2 Notwithstanding delivery and passing of risk in the Products, or any other provision of these Terms, the property in the Products shall not pass to the Customer until WES has received in cash or cleared funds payment in full of the price of the Products and all other Products agreed to be sold by WES to the Customer for which payment is then due.

7.3 Until such time as the property in the Products passes to the Customer, the Customer shall hold the Products as WES’s fiduciary agent and bailee, and shall keep the Products separate from those of the Customer and third parties and properly stored, protected and insured and identified as WES’s property, but the Customer may resell or use the Products in the ordinary course of its business.

7.4 Until such time as the property in the Products passes to the Customer (and provided the Products are still in existence and have not be resold), WES may at any time require the Customer to deliver up the Products to WES and, if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the Products are stored and repossess the Products.

7.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of WES, but if the Customer does so all moneys owing by the Customer to WES shall (without limiting any other right or the remedy of WES) forthwith become due and payable.

8. Warranties and Liability

8.1 Except as expressly provided in these Terms and except where the Products are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.2 Where the Products are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these Terms.

8.3 A claim by the Customer which is based on the quality or condition of the Products or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to WES within seven days from the date of, delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery of Products is not refused, and the Customer does not notify WES accordingly, the Customer shall not be entitled to reject the Products and WES shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Products had been delivered in accordance with the Contract. .

8.4 Except in respect of death or personal injury caused by WES’s negligence, or liability for defective products under the Consumer Protection Act 1987, WES shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of WES, its employees or agents or otherwise), which arise out of or in connection with the supply of the Products (including any delay in supplying or any failure to supply the Products in accordance with the Contract or at all) or the use or resale of the Products by the Customer, and the entire liability of WES under or in connection with the Contract shall not exceed the total Contract price except as expressly provided in these Terms.

8.5 WES shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of WES’s obligations in relation to the Products, if the delay or failure was due to any cause beyond WES’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond WES’s reasonable control:

8.5.1 act of God, explosion, flood, tempest, tsunami, fire or accident;
8.5.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.5.3 acts, restrictions, regulations, by-laws, prohibitions ormeasures of any kind on the part of any governmental, parliamentary or local authority;
8.5.4 import or export regulations or embargoes;
8.5.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving registered installers or employees of WES or of a third party);
8.5.6 power failure or breakdown in machinery.

9. Data Protection

9.1 By entering into the Contract the Customer acknowledges that his Customer Information will be processed by WES and agrees that such Customer Information may be passed by WES to its employees, installers, sub contractors, service providers and agents (including marketing agents), assignees and/or any relevant trade bodies (together referred to in this clause as “Relevant Third Parties”), in order to enable WES to carry out its obligations and pursue its rights under the Contract and for the purposes of risk assessment, after sales service, system testing, account history analysis, the detection and prevention of fraud, market research and (unless the Customer has completed the opt-out box on the Customer Order Form) the marketing of any products of WES or of any Relevant Third Parties.

9.2 We will make a search with a credit reference agency, which will keep a record of that search and will share the information with other businesses. We may also make enquiries about the principal directors with a credit reference agency.

10. General

10.1 A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

10.2 No waiver by WES of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

10.3 If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.

10.4 The Contract shall be governed by the laws of England, and the Customer agrees to submit to the non-exclusive jurisdiction of the English courts.
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