Terms and Conditions

STANDARD TERMS & CONDITIONS FOR ZIP WATER UK

1. INTERPRETATION

1.1 In these Conditions, the following definitions apply:
Acceptance Letter means the letter from the Supplier to the Customer accepting the Customer’s Order.

Anniversary Date means each anniversary of the Commencement Date.
Business Day a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Commencement Date means the commencement date set out in the Supplier’s Acceptance Letter.

Conditions the terms and conditions set out in this document.
Contract the contract between the Supplier and the Customer for the sale and purchase of the Goods and Services governed by these Conditions.
Customer the person or firm who purchases the Goods from the Supplier.
Customers’ Order the Customer's order for the Goods, as accepted by the Supplier in writing setting out the options in the Proposal which the Customer wishes to proceed with.
Fees means the fees quoted in the Proposal.

Force Majeure Event has the meaning given in Condition 11.
Goods the goods (or any part of them) set out in the Order.
Proposal means the written proposal provided by the Supplier to the Customer.

Services means the services to be provided by the Supplier to the Customer as described in the Proposal and confirmed by the Supplier in its Acceptance Letter.

Special Conditions means the special conditions, if any, attached to the proposal.

Specification any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Supplier.
Supplier Zip Heaters (UK) Limited T/A Zip Water UK registered in England and Wales with company number 02649782.
Warranty Period the duration of any warranty in relation to the Goods as notified in writing by the Supplier to the Customer.
2. BASIS OF CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods and Services incorporating all of these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.  The Supplier reserves the right to accept the Customers Order in whole or in part.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written Acceptance Letter, at which point the Contract shall come into existence. The Supplier shall not be obliged to accept any order placed by the Customer.  Once the Supplier has signed its Acceptance Letter the Customer may not alter or modify the Customer’s Order without the express written consent of the Supplier.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.6 A quotation or Proposal for the Goods and Services (or any of them) given by the Supplier is a mere invitation to treat and shall not constitute an offer. Unless previously withdrawn a quotation shall only be valid for a period of 30 Business Days from its date of issue or such other period as is stated in it and is subject to withdrawal or charge at any time.
3. GOODS
3.1 The Goods are described in the Proposal as modified by any applicable Specification.
3.2 The Supplier reserves the right to amend the specification of the Goods.
3.2.1 Providing such amendment does not materially affect the quality of the Goods; or
3.2.2 If required by any applicable statutory or regulatory requirements.
4. DELIVERY
4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
4.3 Where the Delivery Location is:
4.3.1 the Supplier’s premises, the Customer shall be responsible for collecting the Goods;
4.3.2 a location other than the Supplier’s premises, the Customer shall be responsible for unloading the Goods at its own cost.
4.4 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
4.6 If the Customer fails to accept delivery of the Goods when they arrive at the Delivery Location, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:
4.6.1 delivery of the Goods shall be deemed to have been completed when the Goods were tendered for delivery at the Delivery Location; and
4.6.2 the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses including insurance and the Supplier shall have no liability to the Customer for damage to the Goods occurring this period of storage.
4.7 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.8 Deliveries shall be deemed to be complete and contain all items which the Supplier purports to have delivered unless the Customer notifies the Supplier within 30 days of receipt of the invoice relating to the delivery that the delivery was short.
5. QUALITY
5.1 The Supplier warrants that on delivery, and for any Warranty Period, the Goods shall:
5.1.1 conform in all material respects with their description and any applicable Specification; and
5.1.2 be free from material defects in design, material and workmanship.
5.2 Subject to Condition 5.3, if:
5.2.1 the Customer gives notice in writing to the Supplier within:
5.2.1.1 within 7 days in the case of damage during transit or a defect discoverable on reasonable inspection of the goods at the time of delivery; or
5.2.1.2 in the case of a defect which only becomes reasonably discoverable after the date of delivery, within 7 days of the date when the Customer could have discovered the defect on reasonable inspect of the Goods.
5.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and
5.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for Goods' failure to comply with the warranty set out in Condition 5.1 in any of the following events:
5.3.1 the Customer has not complied with Condition 5.2;
5.3.2 the Customer makes any further use of such Goods after giving notice in accordance with Condition 5.2;
5.3.3 the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
5.3.4 the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
5.3.5 the Customer alters or repairs such Goods without the written consent of the Supplier;
5.3.6 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.3.7 the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this Condition 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in Condition 5.1.
5.5 Save that where the Customer is a consumer, all its statutory rights shall be unaffected by this Condition 5.5, terms which would be implied by law are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6. SUPPLY OF SERVICES
6.1 Where the Customer requires Services the Supplier shall agree the details of such services in writing.
6.2 The Supplier shall provide the Services with reasonable skill and care.
6.3 The Customer shall pay the price for the Services agreed in writing by the Supplier or in default of such agreement, the Supplier’s standard price for such Services at the date the Services are completed.

6.4  Notwithstanding any other provision of these Conditions,  the Supplier is under no obligation to provide the Goods and Services in cases where, in the Supplier’s opinion:

6.4.1            work has been carried out on any of the Products by unauthorised persons;

6.4.2            there has been negligent abuse or misuse of any of the Products;

6.4.3            work was performed upon any of the Products contrary to the manufacturer’s or  the Supplier’s specifications;

6.4.4            Force Majeure has occurred;

6.4.5            damage has been caused to any of the Products by the Customer or its servants, agents, consultants, or contractors;

6.4.6            any of the Products have been removed or reinstalled by unauthorised persons;

6.4.7            there have been fluctuations in electrical power, water supplies, water purity, ventilation and temperature; or

6.4.8            use of any of the Products under environmental, power or operating conditions have been beyond the limits or constraints specified by the Supplier.
7. TITLE AND RISK
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Notwithstanding delivery and the passing of risk in the goods title and property in  the Goods including full legal and beneficial ownership shall not pass to the Customer until the earlier of:
7.2.1 the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due under this and all other contracts between the Supplier and the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and
7.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in Condition 7.4.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
7.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
7.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
7.3.4 notify the Supplier immediately if it becomes subject to any of the events listed in Condition 9.2; and
7.3.5 give the Supplier such information relating to the Goods as the Supplier may require from time to time.
7.4 Subject to Condition 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
7.4.1 It does so as principal and not as the Supplier’s agent; and
7.4.2 title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
7.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in Condition 9.2, then, without limiting any other right or remedy the Supplier may have:
7.5.1 the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
7.5.2 the Supplier may at any time:
7.5.2.1 require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
7.5.2.2 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
8. PRICE AND PAYMENT
8.1 Price and payment shall be governed by these terms and the Acceptance Letter signed by the parties (if any). In the event of conflict between these terms or an Order and the Acceptance Letter, the Acceptance Letter shall prevail to the extent of the conflict or inconsistency. The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery (in each case as modified by any Acceptance Letter).  In the event of any inconsistency between any of the documents, the order of precedence of these documents is as follows:

8.1.1            the Acceptance Letter

8.1.2            the Special Conditions

8.1.3            these Conditions

8.1.4            the Proposal; and

8.1.5            the Customer’s Order
8.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods or Services to reflect any increase in the cost of the Goods or Services that is due to:
8.2.1 any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
8.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
8.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
8.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
8.4 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
8.5 The Supplier may add a small order surcharge to the price of any Order. The amount of this surcharge shall be:
8.5.1 £10 in respect of Orders where the aggregate price of the Goods (excluding packaging costs, delivery costs, VAT and surcharges) is less than £500; or
8.5.2 £5 in respect of Orders where the aggregate price of the Goods (excluding packaging costs, delivery costs, VAT and surcharges) is less than £50.
8.6 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery. The Supplier may invoice the Customer for Services at any time after the Services have been delivered.
8.7 The Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.
8.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

8.9 In the case of late payment of any amounts due and payable by the Customer to the Supplier under these Conditions, the Supplier may, after having notified the Customer in writing suspend its performance of its obligations under these Conditions until payment of the outstanding amount is made to the Supplier.
9. TERMINATION AND SUSPENSION
9.1 If the Customer becomes subject to any of the events listed in Condition 9.2, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer.
9.2 For the purposes of Condition 9.1, the relevant events are:
9.2.1 the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
9.2.2 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
9.2.3 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
9.2.4 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
9.2.5 (being a company) the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;
9.2.6 a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;
9.2.7 (being an individual) the Customer is the subject of a bankruptcy petition or order;
9.2.8 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
9.2.9 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Condition 9.2.1 to Condition 9.2.6 (inclusive);
9.2.10 the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
9.2.11 the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
9.2.12 (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
9.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in Condition 9.2.1 to Condition 9.2.12, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment, or the Customer fails to observe any of these Conditions and fails to rectify such non-observance to the reasonable satisfaction of the Supplier within 14 days of a notice of breach from the Supplier setting out the exact nature of the breach.
9.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.  Interest shall be payable on all outstanding sums at the rate of 3% per annum above Barclays Bank base rate from time to time, accruing on a daily basis.
9.5 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination, and the Customer acknowledges and agrees that the Fees are non-refundable notwithstanding early termination by either party under these conditions.
9.6 Conditions which expressly or by implication survive termination of the Contract shall continue in full force and effect.
10. LIMITATION OF LIABILITY
10.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
10.1.2 fraud or fraudulent misrepresentation;
10.1.3 breach of the terms implied by sections 9-11 (inclusive) in relation to Goods and sections 49-53 (inclusive) in relation to Services of the Consumer Rights Act 2015;
10.1.4 any matter to the extent which it would be unlawful for the Supplier to exclude or restrict liability.

10.2 Subject to Condition 10.1:
10.2.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, business interruption or any indirect or consequential loss arising under or in connection with the Contract; and
10.2.2 the Supplier's total liability to the Customer in aggregate for all claims in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, other act, default, omission, statement or otherwise, shall in no circumstances exceed the total amount paid by the Customer to the Supplier under the Contract.

10.3             This clause does not affect the position of a Customer where purchasing as a consumer, when the Customer’s statutory rights are not affected.
11. BRANDING
11.1 The Customer shall not in any way alter, remove or deface any letters, barcodes, numbers, marks, trade marks or markings which appear on or are attached to the Goods.
11.2 The Customer shall not use or allow any third party to use any of the Supplier’s branding, trade marks or images save in accordance with the Supplier’s express written instructions.
12. FORCE MAJEURE
The Supplier shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond the Supplier's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
13. GENERAL
13.1 Assignment and other dealings.
13.1.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
13.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
13.2 Notices.
13.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this Condition, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service.
13.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Condition 13.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
13.2.3 The provisions of this Condition shall not apply to the service of any proceedings or other documents in any legal action.
13.3 Severance.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition shall not affect the validity and enforceability of the rest of the Contract.
13.4 Waiver.
A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.5 Third party rights.
A person who is not a party to the Contract shall not have any rights to enforce its terms.
13.6             Partnership

Nothing contained in this Contract shall be deemed to create any partnership, joint venture or agency between the parties, nor shall any similar fiduciary or similar relationship be deemed to exist between the parties.

13.7             Confidential Information

The Conditions of this Contract and any confidential information disclosed by either party to the other (including sales information, forecasts, financial affairs, business relationships and any other information that might reasonably be considered confidential) shall be kept confidential during the term of this Contract and for a period of two (2) years thereafter, save to the extent that such confidential information is (i) required to be disclosed by law, (ii) already in the public domain or (iii) known to or independently developed by or learned by a party other than by means of a breach of confidentiality.

13.8             Compliance

During the term of this Contract, the Customer and the Supplier shall (to the extent that it applies to the Goods and/or Services) comply with all laws, regulations and sanctions relating to (1) anti-bribery and anti-corruption including but not limited to the Bribery Act 2010, as amended form time to time; (2) anti-money laundering in accordance with the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007, as amended from time to time; and (3) data protection in accordance with the Data Protection Act 1988, the Privacy and Electronic Communications (EC Directive) Regulations 2003, European Directive 95/46/EC on the protection of personal data and the protection of privacy in the electronic communications sector together with any subordinate or related legislation made under any of the foregoing, in each case as the same may have been or may be amended from time to time (the “Data Protection Laws”).

13.9             Entire Agreement

These Conditions, the Special Conditions, the Proposal, the Customer’s Order and the Acceptance Letter constitute the entire agreement of the parties and any previous agreements, understandings and negotiations on the subject matter are cancelled and cease to have any effect.

13.10 Variation.
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.
13.11 Governing law.
The Contract, 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.
13.12 Jurisdiction.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims