TERMS AND CONDITIONS
1. Definitions In these Terms and Conditions
1.1 “Nitrogen Services Ltd” means NS.
1.2 “Customer” means the Corporation or person(s) referred to overleaf.
1.3 “Premises” means the location nominated by the Customer for deliveries.
1.4 “Products” means the gas or gases (in liquid or compressed form/and/or chemical(s) sold to the Customer by NS.
1.5 “Containers” means cylinders or other containers (including the valves and valve guards and other ancillary equipment and, in case of banks and packs, frames) on which Products are delivered to the Customer.
1.6 “Equipment” means the equipment and materials (other than Products) supplied to the Customer.
1.7 “HM” means one hundred cubic metres at 15ºC and 1013 millibars.
1.8 “MG” means one metric tonne.
1.9 “Standard” means NS’s industrial grade specifications for the Products (unless otherwise stated overleaf) contained in NS’s data and safety sheets as published from time to time.
2. Consumer Credit Act 1974
Where the Customer is a person , partnership or other unincorporated body of persons not consisting of bodies corporate , these Terms and Conditions shall not apply to the hiring of Containers by the Customer. In such circumstances, the Customer must advise NS of such fact and no hiring will take place until NS submits the appropriate hire agreements to the Customer and the Customer accepts the same in accordance with the terms of the Consumer Credit Act 1974.
If NS and the Customer have entered into hire agreement(s) or supply agreement(s) in respect of the hire of Containers and/or the supply of Products (as the case may be) then the terms of such agreement(s) will govern the hire of Containers and/or purchase of Products by the Customer in substitution for these Terms and Conditions.
4. Price, Rental and Handling Charges.
4.1 The Customer shall pay NS the following:
4.1.1 the prices for the Products/Equipment supplied to the Customer.
4.1.2 the monthly rental charges on Containers in its possession, and
4.1.3 handling charges Such prices and charges will be those notified to the Customer in advance by NS from time to time.
4.2 NS shall from time to time specify a day in each month when it shall assess the number of Containers in the Customer’s possession or control and the Customer shall pay the monthly rental charge calculated upon such number.
4.3 If the number of Containers for each of the relevant Gases in the Customer’s possession on the day specified by NS in accordance with Clause
4.2 in any month exceeds the number (if any) of such Containers delivered buy NS or its agent or collected by the Customer from NS or its agent during that month, the Customer shall pay an additional rental charge as notified by NS in respect of such excess numbers of containers.
5. Review of Prices, Rental and Handling Charges
NS may increase the prices, rental charges and handling charges referred to in Clause 4 by notifying the Customer in advance from time to time.
6.1 All sales of the Products/Equipment will be on a cash-collect basis and all Hiring of Containers by the Customer will be secured by a deposit unless and until an application to open an account by the Customer (if any) has been accepted by NS.
6.2 Subject to special arrangements for payment by direct debit the Customer shall pay any invoice rendered by NS by 30 days from the date of the invoice. If the Customer wishes to query an invoice, it shall raise its objections before the expiry of 15 days from the date of the invoice failing which is shall have no right to object.
7.1 If the Products/Equipment are/is collected by the Customer, delivery shall be effected and risk in the Products/Equipment shall pass when the Container(s) Equipment has/have been loaded onto the Customer’s vehicle at the location of NS or its agent. The Customer shall be solely responsible for the suitability of the vehicle and the security of the load.
7.2 In the case of Products/Equipment delivered to the premises, NS or its agent shall deliver the Products and the Equipment ordered by the Customer to the Premises. Any estimated delivery date given by NS or its agent will be approximate only and NS shall have no liability for the late delivery. The risk and property in the Products/Equipment shall pass to the Customer on delivery.
7.3 The Customer shall verify the quantity of Products and/or Equipment delivered to it at the time of delivery and shall give notice of short delivery at the time of delivery and, if such notice is verbal, confirm it in writing within 5 days.
8. Ownership and Loss on Containers
8.1 The Containers remain the property of NS and the Customer shall not allow any third party to acquire possession or rights in respect of them.
8.2 The Customer will ensure that Containers are not damaged which shall include ensuring that any lifting or movement of Containers is undertaken by means which do not expose Containers to damage.
8.3 The Customer shall pay NS the current replacement cost as specified by NS for any Container lost or destroyed while in the Customer’s possession or control. If at any time the Customer shall not have in its possession or control the number of Containers delivered to it (fewer Containers returned) NS may treat the shortfall as lost unless the Customer can prove otherwise. If a container so treated as lost is eventually found, it shall be returned to NS and NS shall repay any sum paid by the Customer for its loss less a sum equal to the rental charge which would have been payable by the Customer for the period during which the Container was treated as lost. The Customer shall pay the cost of repairing or maintaining any Container damaged or misused while in its possession or control unless NS considers that the Container should be treated as destroyed.
8.4 Equipment (unless sold to Customer) remains the property of NS and the Customer shall not allow any third party to acquire possession or rights in respect of it. Such equipment will be at the risk of NS and NS will be responsible for its repair and maintenance except that the Customer shall pay for any damage cause by its neglect of default.
9. Force Majeure
If NS is prevented wholly or partly from performing its obligations under these Terms and Conditions by its normal means due to industrial disputes, accidents, breakdowns of plant or machinery, any failure in its normal source of supply or any circumstances beyond its reasonable control it may, without liability and at its discretion, in whole or in part suspend or terminate performance during the period it is affected by such circumstances.
10. Warranty and Limitation of Liability
10.1 NS warrants that (a) the purity of the Products is not less than that laid down in the relevant Standards; (b) the equipment will conform to its description and (c) the Containers are suitable for conveying and holding the relevant Products and will comply with any statutory and mandatory requirements in respect of periodic testing. All implied warranties and conditions as to quality or description (whether statutory or otherwise) are excluded.
10.2 Whilst any recommendation relating to the use of Products/Equipment made by NS in its technical literature or in response to specific enquiry or otherwise is given in good faith, it is for the Customer to satisfy itself that the Products/Equipment are suitable for the purpose for which it intends to use them/it. No warranty is given as to the suitability of the Products/Equipment for any particular purpose and any implied warranty or condition (whether statutory or otherwise) is excluded.
10.3 NS’s liability whether in contract, tort or otherwise in respect of the performance of (or failure to perform) this Agreement including without limitative effect, liability in respect of the quality, description or fitness for purpose of items supplied by it, shall be limited to £50,000 in respect of any one incident or series of connected incidents.
10.4 In no circumstances shall NS’s liability to the Customer extend to the Customer’s loss of profits, loss of use or other consequential or economic losses.
10.5 Nothing in this Clause 10 shall limit or exclude the right of any person to bring a claim against NS for personal injury or death. 10.6 Where the Customer deals as a consumer or this is a consumer contract within the meaning of the Unfair Contract Terms Act 1977, or any statutory modification or reenactment thereof, the terms of Clauses 10.1 to 10.4 (inclusive) will not diminish the Customer’s statutory rights.
The commitment on the part of NS to supply the Customer with Products and/or Equipment and the hiring by the Customer of Containers is conditional on NS being satisfied with the Customer’s credit worthiness.
12. Health and Safety
NS’s data and safety sheets are available for the Customer. If the Customer is not already in possession of the relevant data and safety sheets or requires additional copies NS should be notified immediately.
13. Priority of Documentation
Save as provided in Clauses 2 and 3, the supply of the Products/Equipment to the Customer and the hire of Containers by the Customer shall be governed by these Terms and Conditions notwithstanding that the Customer for its own administrative convenience in requesting delivery of the Products/Equipment to be supplied to it and/or the hire of Containers, may issue its standard form of purchase order incorporating printed terms and conditions other than those herein. The Customer understands and agrees that such purchase order shall function only as request to deliver and shall otherwise have no contractual effect, not withstanding that the purchase order may incorporate other terms and conditions and that delivery is effected in accordance with such request.
If the registered office or principal place of business of the Customer is situate in England or Wales, these Terms and Conditions shall be subject to English Law, but if situate in Scotland, these Terms and Conditions shall be Scottish Law.