TERMS & CONDITIONS OF SALE (“Conditions”) TO BUSINESS CUSTOMERS
These Conditions form the basis of the Contract that will govern our dealings with you. They apply to the supply of Goods (and Services) to Business Customers (as defined). The latest version of these Conditions may be obtained at any time from our website (www.cifl.gg / www.cifl.je /terms-conditions) or by contacting your local depot – if we make any substantial changes to these terms these may be flagged on your delivery note and so you should check the reverse of your delivery notes regularly.
We draw your attention in particular to Condition 6 – Payment Arrangements, Condition 8 – Liability and Responsibility, Condition 10 – Limits of Liability, Condition 12 – Cancellation and Returns
1. Definitions and Interpretation
1.1 The following definitions, unless the context requires otherwise, apply to these Conditions:
“you” or “your”: the person, company or other type of organisation that enters into a Contract to purchase
Goods (and Services) from us (and who will be a Business Customer);
“we”, “us” or “our”: means for customers in Guernsey – Channel Island Fuels Limited (Company No: 2404) of North Side, Vale, Guernsey GY1 3WN or, for customers in Jersey, means CIFL Channel Islands Fuels Limited (Company No: 6641) of La Collette, St Helier, JE2 3NX, as appropriate or any brand or trading division of, or any company which is controlled by or under common control with, Channel Islands Fuels Ltd that is to supply the Goods (and/or Services) to you under a Contract;
“Additional Charge(s)” means any one or more (as appropriate) of the Small Load Premium, late payment surcharge, priority charge, card processing charges or Failed Delivery Charges as described in Conditions 6.4 to 6.8;
“Aviation Fuel Supply”: refers to the supply of Goods and/or Services by us to a person supplying fuels designated for use in the aviation industry;
“Business Customer”: any customer that is ordering or receiving Goods (and Services) whilst acting in the course of his trade, business, craft or profession;
“Charges” has the meaning set out in Condition 6.1 “Conditions”: means these Terms & Conditions of Sale;
“Contract”: contract under which we will supply Goods (and Services) to you pursuant to, in accordance with and subject to the Conditions and any Relevant Agreement;
“Goods”: any goods that we agree in a Contract to supply to you;
“Good Industry Practice”: the exercise of such high degree of skill and care as would reasonably be expected from an appropriately skilled and experienced person with expertise in the relevant area, including the handling of and dealing with goods the same as or similar to the Goods; “GST” means any general sales tax applied to the sale or provision of goods or services in Jersey or Guernsey from time to time, including under the Goods and Services Tax (Jersey) Law 2007).
“Insolvent”: you are unable to pay your debts as they fall due or you are, or become, the subject of any insolvency procedure (for example, without limitation, receivership, liquidation, administration, voluntary arrangements (including moratorium) and bankruptcy) or any application or proposal for an insolvency procedure;
“Relevant Agreement”: additional terms, conditions and/or specifications that apply to the Contract, whether by variation under Condition 2.2 or under a separate agreement which we have entered into with you (and which incorporates these Conditions by reference);
“Relevant Supply Legislation” means, in respect of goods and services supplied in the Bailiwick of Jersey, the Supply of Goods and Services (Jersey) Law 2009 (and any subordinate legislation made thereunder) and, in respect of goods and services supplied in Guernsey, any analogous legislation that may from time to time apply in the Bailiwick of Guernsey;
“Retail Supply” refers to the supply of Goods and/or Services by us to a retail petrol station; and
“Services”: means: (i) the delivery of the Goods by us (or a third party on our behalf) to you; (ii) making the Goods available to you for collection;), and/or (iii) such other services as we may agree in a Contract to provide to you from time to time, as appropriate.
1.2 In these Conditions: references to the singular include the plural and vice versa; reference to one gender is to any gender; reference to a statute or statutory instrument is to as it is in force for the time being and includes any amendment, extension, application or re-enactment and any subordinate legislation made under it; headings do not affect the interpretation of these Conditions; and the term “including” shall be construed without implying limitation (and variants of “including” shall be interpreted accordingly).
2. Application of Terms and Contract Process
2.1 Subject to Conditions 2.2 and 2.3, these Conditions apply to all Contracts and set out the whole agreement between you and us to the exclusion of all other terms and conditions. Any terms or conditions which you put forward (whether endorsed on, delivered with or contained in your purchase order(s) or included in any other documents) do not form part of any Contract and any attempt by you to exclude, vary or limit any of these Conditions shall be void. You must ensure that you read and understand these Conditions because they will govern your dealings with us once a Contract is formed as set out below.
2.2 Any variation to these Conditions, and any representation about the Goods and/or Services, shall have no effect and shall not form part of the Contract unless agreed in writing by us, acting through one of our authorised employees (which do not include any of our telephone sales staff). If you have any particular requirements then you must make them clear at the time you place your order and if (at our discretion) we agree to meet those requirements then we will provide you with confirmation in writing.
2.3 We have entered into a Relevant Agreement with you (which will generally be the case in relation to any Aviation Fuel Supply and/or Retail Supply) then, if there is any conflict between the terms of that Relevant Agreement (including any pricing terms) and these Conditions, the terms in the Relevant Agreement shall apply.
2.4 Subject to Condition 2.5, we may provide you with a quotation for the Goods (and the related Services) in person, by phone or in writing (including by email). A quotation so provided is valid only on the same day as it is communicated to you, provided that we do not withdraw it (which we are free to do at any time). Where we quote a price for the Goods we shall provide you with both a price per litre which excludes GST (the “Unit Price”) and an aggregate price which includes GST for the volume of Goods that you wish to order (the “Net Price”). The Unit Price is intended to assist you in making comparisons between different suppliers and to provide an indication as to what we may invoice you should you subsequently take more or less than the volume of Goods which you ordered. Unless we expressly state otherwise, the Unit Price includes the costs of providing the related Services (subject always to any Priority Charges which may apply, as described in Condition 6.6).
2.5 If we agree an alternative pricing formula with you in respect of the Goods then we shall apply that formula to the volumes of Goods delivered whilst that formula remains in effect so as to determine the relevant Net Price for each delivery.
2.6 If you place an order with us (pursuant to a quotation or otherwise) then that order is an offer from you to us to enter into a Contract which we are free to either accept or reject at our discretion. A Contract is formed (and these Conditions become binding on you) when we either: (a) confirm to you (either orally or in writing) that we have accepted your order or (b) commence performance of the Services, whichever is the earlier. Each order which you place and which is accepted by us shall form a separate Contract between us.
3.1 The description of the Goods (and Services) shall be as set out in our quotation and/or delivery documentation. If you have any general comments or queries regarding the Goods (and/or Services) then you must raise these issues when placing your order. Our sales personnel are not consultants and are not able to provide you with technical advice as to particular products or performance issues and so if you have any specific or technical queries then you should address them to us in writing (any response we might provide to such queries will be given only to the best of our knowledge and belief and without any liability on our part). All other descriptions, specifications and illustrations which we issue or which are contained in our brochures, website(s) or other materials are approximations and for information purposes only and you should not rely upon the same.
3.2 We may, at any time and without notice to you: (i) change any of the advertising or product information materials referred to in Condition 3.1; (ii) make changes to the specification of the Goods that we believe are necessary to ensure that they conform to any applicable safety or statutory requirements; and/or (iii) make minor modifications to the specification of the Goods that we consider necessary or desirable (and which should not have any material adverse effect on the performance of the Goods).
4.1 Unless otherwise agreed in writing, we will deliver the Goods to you at your premises or (if different) the address which you have specified for delivery at the time of quotation.
4.2 Delivery of the Goods (and performance of the Services (other than the Maintenance Services)) will be deemed to have taken place as follows:
(a) for Goods delivered in bulk by road vehicle, when on discharge it passes the hose connection of the storage tank, container, receptacle, vessel or fill line (as the case may be) which you have provided for receiving delivery;
(b) for Goods delivered in barrels, packages or some other form, when the Goods are off-loaded from the delivery vehicle (or at such point as the Goods are collected by you); or
(c) for Goods collected by you from us, when the relevant Goods pass through the meter of the loading arm of our loading gantry.
4.3 We will take reasonable steps to deliver the Goods by the date specified at the time of quotation or, if none is specified, within a reasonable period of time. However, any delivery dates are estimates only and we cannot guarantee that the Goods will be delivered on or by any particular date or time. Please be aware that our business is subject to marked seasonal fluctuations in demand and that during the winter months in particular we can be subject to the twin pressures of markedly increased demand and poor driving conditions so that you must allow extra time for deliveries and factor this into the orders which you place.
4.4 We may deliver the Goods (and perform the Services) in one or more separate instalments. If we choose to deliver in instalments for operational reasons then we will not charge you extra delivery costs for this. Each instalment will be invoiced and must be paid for separately and in accordance with the provisions of the Contract. Each separate instalment shall be a separate Contract. If there is an issue with one instalment and you are entitled to cancel the same then that will not entitle you to cancel any other Contract or instalment.
4.5 You must in respect of each delivery of the Goods:
(a) ensure that all necessary arrangements are put in place for the safe acceptance of each delivery including (without limitation) providing adequate and appropriate equipment for accepting delivery, ensuring delivery and storage access is clear and available (noting that delivery vehicles are both larger and heavier than private cars) and ensuring that sufficient storage capacity is available, is safe and suitable for the Goods, is clearly marked with product name (grade), safe working capacity and identification number, is provided with a safe means to check volume in tank before and during delivery and complies with any and all applicable laws and regulations;
(b) not mount any vehicle used by us (or on our behalf) for the delivery of the Goods and we may stop the relevant delivery if you attempt to do so;
(c) indicate to us the correct fill point in respect of your tanks (and note that we are not responsible for dipping, checking or testing your tank(s));
(d) in the case of motor spirit, (i) ensure that you are properly licensed by the appropriate local authority to store motor spirit; (ii) ensure that the connecting hose is properly and securely connected to the filling point; and (iii) ensure that you observe and comply with the terms of the Petroleum (Jersey) Law 1984, the Inflammable Oils (Amendment) (Guernsey) Law 1994, Loi relative aux Huiles ou Essences Minérals or autres substances de la même nature of 1924 and the Loi supplementaire à la Loi relative aux Huiles ou Essences Minérals or autres substances de la même nature of 1927 and not allow any smoking, naked lights, fires, stoves, or heating appliances of any description in the vicinity of the storage and the fill dip and vent pipes connected to it;
(e) inspect and check (to the extent reasonably practicable) the Goods to ensure that they conform to the Contract and ensure that your authorised representative signs a delivery note (or equivalent documentation provided by our delivery agent) to confirm the Goods are as ordered and undamaged;
(f) raise any issues regarding the safety or suitability of your storage facilities and/or tank before we commence delivery (ensuring that any out of service equipment is clearly marked and isolated);
(g) in any event, act sensibly and with all due care and caution in relation to the Goods (and receipt of the Services), acknowledging that there are health and safety issues inherent in receiving and storing the Goods, which if handled incorrectly can be dangerous. If you are collecting the Goods from us then you must ensure that you comply with our policies and procedures regarding access to, and conduct at, our premises; and
(h) where the Carriage of Dangerous Goods and Use of Transportable Equipment Regulations 2009/1348 and/or any regulations amending or replacing the same apply, ensure that such regulations are complied with before and during delivery;
4.6 Please note that where we are delivering highly flammable Goods or other similar Goods to you it is important (for your safety and for the safety of our staff making the deliveries) that you are aware of and are complying with any and all applicable laws and regulations in relation to the health and safety risks associated with such goods. If you are unsure as to the obligations referred to above regarding the safe storage and receipt of the Goods then it is your responsibility to raise these concerns with the health and safety department at your local council who should provide you with the information you require. Please note the health and safety information printed on your delivery note. If we believe that it would be unsafe to make a delivery of Goods to you then we may suspend the relevant delivery unless or until we are satisfied (acting reasonably) that it would be safe for us to proceed.
4.7 We shall record the delivery date, quantity and description of the Goods delivered (and Services provided) to you, and such records shall, in the absence of evidence to the contrary, be deemed to be conclusive proof as to the date of delivery and the volume and type of Goods delivered (and Services performed). If you believe that the information which we have recorded, and which is set out on your delivery notice or invoice, is incorrect then you must notify us in writing providing full details of any disputed element(s) as soon as is reasonably practicable and, in any event within 7 days of the date of receipt of the relevant delivery note or invoice.
4.8 We will invoice you for the volume of Goods actually delivered (as determined in accordance with Condition 4.7), provided that we will not (without your prior consent) deliver more Goods than the ordered volume. We will always try to deliver the agreed volume of Goods, but if we are unable to do so (for example, if we find on delivery that: we are unable to safely access the tank; we deem the tank to be unsafe; or there is less space available in your tank than the ordered volume of Goods) and you have paid for the ordered Goods in advance then we will refund (on a pro rata basis utilising the Unit Price) a sum to you to reflect the lower volume of Goods actually delivered (though, unless the failure to deliver the ordered volume was caused by our default, any Priority Charge or other specified call-out charge(s) shall apply as quoted as these are charged on a ‘per delivery’ basis). For the avoidance of doubt, where a second delivery is required to fulfil the original order, a Priority Charge may be payable (where urgent delivery is requested in accordance with Condition 6.6) unless the failure to deliver the ordered volume at the initial delivery was caused by our default.
4.9 If for any reason (other than our failure to comply with these Conditions): (i) you fail to accept delivery of any of the Goods when they are ready to be delivered; (ii) you fail to collect the Goods when they are ready for collection; (iii) you wish to delay delivery, or (iv) we are unable to deliver the Goods because of some act or omission on your part then:
(a) we shall have no liability to you for late delivery;
(b) we may store the Goods until actual delivery, and you will be liable to pay a reasonable sum for all related costs and expenses (including, storage, insurance and re-delivery costs) that we may incur; and/or
(c) we may deliver the relevant Goods to another customer which may mean that our ability to subsequently deliver replacement Goods to you may be delayed.
4.10 If you become aware that the wrong or defective Goods have been delivered then you must stop using those Goods with immediate effect and notify us as soon as practicable regarding the same. We will contact you to arrange collection of the goods or to reach an alternative agreed solution appropriate to the circumstances.
4.11 Following receipt of a notice from you in accordance with Condition 4.10, we shall, either (i) remove the relevant Goods and replace them with the correct Goods, or (ii) issue a credit note or refund to you in respect of the relevant Goods applying the Unit Price. We shall determine which option is to be taken, and our liability to you in respect of that Contract shall be limited to our undertaking our chosen option.
4.12 Subject to Condition 4.9, if we fail to deliver the Goods by any agreed delivery date, or if no date has been agreed, within a reasonable time frame, then you may call us and cancel your Contract provided that if you do cancel the Contract in this manner then (in the absence of any default on our part) you shall have no claim against us under that Contract in respect of any failure to deliver.
4.13 If the Goods include hydrocarbon oils, you must not use (or sell) the Goods as fuel for use in mechanically propelled vehicles constructed or adapted for use on roads (such as cars or trucks) in breach of the Excise Duty (Relief and Drawback) (Jersey) Order 2000 or the Customs and Excise (Dyed Fuel) (Relief and Drawback) (Guernsey and Alderney) Order 2007. If the Goods include lubricating oils (which have not been subject to excise duty) then you must not use the Goods as heating fuel, motor fuel or as an additive or extender to motor fuel.
5. Risk and Title
5.1 You shall be responsible for the Goods from the time of delivery. Ownership of the Goods shall pass to you when we receive (in cash or cleared funds) payment in full of all sums due for the Goods.
5.2 Until ownership of the Goods passes, you shall:
(a) store the Goods (at your own cost) in accordance with these Conditions, Good Industry Practice and any applicable laws and regulations;
(b) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition, keep them insured on our behalf for their full price against all risks for which a prudent owner would insure them and provide us with a copy of the insurance policy on request; and
(d) deliver up the Goods to us promptly on demand.
5.3 You may resell the Goods before ownership has passed to you if such sale is a sale of the relevant Goods on your own behalf dealing as principal in the ordinary course of your business at full market value.
5.4 Your right to possession of the Goods shall terminate immediately if you:
(a) become Insolvent;
(b) suffer or allow any execution (legal or equitable) to be levied on your property or to be obtained against it;
(c) suspend, cease or threaten to cease to carry on all or substantially the whole of your business; or
(d) any event or procedure is taken, with respect to you, in any jurisdiction to which you are subject that has a similar or equivalent effect to any of the events listed above, and you shall immediately notify us if any of the events set out in this Condition 5.4 occur (or are likely to occur).
5.5 We are entitled to recover payment for the Goods in accordance with these Conditions notwithstanding the fact that ownership of the Goods may not have passed to you at that time.
5.6 You hereby grant us, our agents and employees an irrevocable licence to access and enter any premises to which the Goods are to be delivered and to where the Goods may be stored at any time to inspect them or (where your right to possession has ended) to recover them.
5.7 If any of the events listed in Condition 5.4 occur before title to the Goods passes to you or if we reasonably believe any such event is about to occur and we notify you accordingly then, in respect of the Goods which remain in your possession, you will deliver up the Goods to us upon request and/or we may exercise our rights under Condition 5.6.
5.8 If we repossess any Goods or you deliver up any Goods, in accordance with these Conditions, the Contract(s) in respect of those Goods shall be cancelled.
6.1 Unless otherwise agreed in writing (including pursuant to any Relevant Agreement) and subject to the remaining terms of this Condition 6, the amount we will charge you for the Goods (and Services) we provide (the “Charges”) shall be the Net Price stated in our quotation or otherwise provided by us to you in accordance with Condition 2. Unless otherwise agreed, the Unit Price and Net Price will include the costs of delivery (subject to Condition 6.6 where appropriate). The Unit Price given will be exclusive of GST and the Net Price will be inclusive of GST. The Charges are exclusive of any Additional Charges which may apply.
6.2 The Unit Price, and resulting Net Price, are each based on the cost of materials, labour, sub-contracts, transport, exchange rates, the volume of Goods ordered, taxes and duties, levies and all other relevant costs, together with our margin as at the date the prices are communicated to you.
6.3 You acknowledge that the Goods are a commodity product and as such the price at which we are able to source the Goods and certain associated costs (such as transport) are subject to a considerable degree of fluctuation, often over very short timescales. We therefore reserve the right to vary the Unit Price (and the resulting Net Price), by giving notice to you (which may be given in writing, by email, telephone or SMS) at any time prior to delivery, to take account of any variation (howsoever arising) in these costs or the imposition or revision of any applicable rates, taxes, duties or levies between the date the prices were provided and the delivery date.
If we revise the Unit Price (and resulting Net Price) pursuant to this Condition 6.3 and as a result of the new Charges which will apply you no longer wish to receive the relevant delivery then you must inform the person undertaking the delivery (or if you are not present when the delivery takes place, promptly within 2 business days of your receipt of the delivery note) that you wish to cancel the Contract. Provided that you give such notice (which may be given in writing, by email, telephone or SMS), and you make available to us any Goods which have been delivered, then we will have an option to either: (i) confirm the Contract at the original Unit Price and invoice you accordingly or (ii) confirm that the Contract is cancelled and remove our Goods at no charge to you (and you must provide us with the necessary access to the relevant Goods to enable us to remove the same). We will invoice you (using the original Unit Price) in respect of any Goods used in the period between your giving a cancellation notice and our collecting the Goods.
6.4 Small Load Premium: one factor we use in calculating the Unit Price is the volume of the Goods which you have ordered. There is a cost to us in fulfilling each order and providing the Services and so if we are unable to deliver the volume which you ordered due to some act or omission on your part (for example, we find there is insufficient capacity in your storage facilities to take the ordered volume) then we may (at our option) include an additional charge set at a reasonable level to cover our costs, this charge being referred to on your invoice as the “Small Load Premium”.
6.5 Late Payment Surcharge: if you fail to pay any Charges in accordance within the timescales set out in Condition 7.1 then by way of compensation to us for the costs we reasonably incur due to your failure to comply with the payment terms we may require you to pay a late payment surcharge. The late payment surcharge will be a reasonable amount to reflect our costs and we may apply this charge automatically if you are late in paying the relevant Charges.
6.6 Priority Charge: if you should require an urgent delivery of Goods then you may request that we undertake a priority delivery of the required Goods. If we are willing and able to make a priority delivery then we will use our best efforts to undertake a delivery to you by the agreed delivery date. This Service is subject to your paying (in addition to the Charges) the relevant Priority Charge quoted to (and accepted by) you at the time you place an order for an urgent delivery. If we are unable to make a delivery by the agreed delivery date then you will not be charged the Priority Charge (or it will be refunded to you if charged in advance).
6.7 Card Processing Charges: If you choose to pay any Charges using a credit card then we reserve the right to charge you a reasonable card processing fee (as detailed on your payment invoice) to cover our costs and the fees we incur from the credit card companies. Any credit card charge will be made clear to you at the time of order. There are no card processing charges in respect of payments made via debit cards.
6.8 Failed Delivery Charge: if we are unable to complete a delivery of the ordered Goods due to some default on your part (including, in circumstances where you fail to cancel an order following the delivery of goods from an alternative supplier) then we may, at our option, charge you a “Failed Delivery Charge” which will be a reasonable reflection of the cost to us in seeking to fulfil your order.
7.1 Unless otherwise notified to you, you will pay each of our invoices (in respect of the relevant Charges and any Additional Charges) within 25 days of the date of the invoice. However, we may require you to pay the Charges in advance at the time you place the relevant order (and any Additional Charges in accordance with the payment terms set out in this Condition).
7.2 If we require (further) security from you in connection with the performance and discharge of your obligations under any Contract or for any other reason we consider reasonable then you will use your best endeavours to ensure that any additional security we require (including a third party guarantee) is promptly provided.
7.3 We shall be deemed to have received payment under the Contract only on receipt of cash or cleared funds from you. All sums properly due and payable to us under a Contract shall become due immediately upon its termination.
7.4 You shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise (except as may be required by court order).
7.5 Without limiting any other rights or remedies we may have, if you do not pay us on time (and/or if any of the events in Condition 5.4 occur), we may do all or any of the following:
(a) cancel or suspend the Contract (and any other Contracts we have with you) and/or any outstanding quotations;
(b) cancel any discount we previously offered to you under the Contract;
(c) without notice suspend or cancel delivery of the Goods (and/ or performance of the Services) under the Contract, and any other Contract, until you pay the outstanding amounts in full; and/or
(d) charge interest on the outstanding amount, calculated on a daily basis from the due date for payment up to the date of actual payment. You must pay us this interest together with the overdue amount. The rate of interest shall be 4% above the base rate of Nat West Bank from the date the debt falls and remains due.
8. Your Liability to Us and Our Liability to You
8.1 You shall be liable to pay us (on written demand) for, and indemnify us against, all reasonable costs and expenses and/or losses sustained or incurred by us (including any direct, indirect or consequential losses, loss of profit or reputation, damage to property, loss of opportunity to deploy resources elsewhere, and legal costs) which arise in connection with your fraud, negligence or a material breach of the Contract.
9.1 We warrant that the Services will be performed with reasonable skill and care and that the Goods are free from material defect at the time of delivery and unless otherwise agreed in writing we give no other warranty in respect of the Goods or Services and all warranties, conditions and other terms implied by statute or common law (including under the Relevant Supply Legislation) are, to the fullest extent permitted by law, excluded from the Contract.
9.2 Without limiting Conditions 9.3 and 9.4, if the relevant Goods do not conform with the warranty in Condition 9.1 we shall at our option replace such Goods or issue a credit note or refund to you at the Unit Price (plus GST), provided that you must give us: (i) written notice of any alleged breach of warranty within one week of the time when you discover or ought to have discovered such breach; and (ii) a reasonable opportunity, after receiving the notice, to examine the relevant Goods.
9.3 The warranties in Condition 9.1 shall not apply to any defect which arises as a result of your (or any third party’s) negligence, failure to follow our instructions as to the storage, use or maintenance of the Goods (or (for Business Customers only) to comply with Good Industry Practice) or if you make any further use of the Goods after identifying that there is any issue with them, if you alter, modify, mishandle or try to remedy such Goods without our prior consent or fail to adopt Good Industry Practice in handling and using the Goods.
9.4 If we comply with our obligations under Condition 9.2 we shall have no further liability to you in respect of such Goods.
9.5 These Conditions shall apply equally to any replacement Goods we supply to you pursuant to Condition 9.2.
10. Limitation of Liability
10.1 Subject to Conditions 10.2 and 10.4, if there is any breach of the Contract, neither you nor we shall be responsible for any losses that the other suffers as a result, except for those losses which are direct losses.
10.2 Subject to Condition 10.4, neither you nor we shall be responsible for losses that result from a failure to comply with the Contract which fall into the following categories:
(a) loss of income or revenue;
(b) loss of profit;
(c) loss of business;
(d) loss of anticipated savings; or
(e) any waste of time.
However, this Condition 10.2 shall not prevent claims for loss of, or damage to, your physical property, where such losses or damage could reasonably have been expected to result from the relevant breach.
10.3 Subject to Condition 10.4, our total liability to you in contract, tort (including breach of statutory duty or negligence), misrepresentation, restitution or otherwise arising out of or in connection with the performance or contemplated performance of the Contract shall be limited to:
(a) in relation to any damage to your physical property, a sum equal to 150% (one hundred and fifty percent) of the Charges or £10,000 (whichever is the greater); or
(b) in relation to any other claim, a sum equal to 125% (one hundred and twenty five percent) of the Charges or £5,000 (whichever is the greater).
10.4 Nothing in the Contract (including anything in these Conditions) excludes or limits in any way our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any breach of the obligations implied by the Relevant Supply Legislation that we own the Goods and that we are able to pass ownership of those goods to you; or
(d) any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.
11. Events outside our reasonable control
11.1 Subject to Condition 10.4, we will not be liable or responsible for any failure to perform, or delay in the performance of, any of our obligations under the Contract that is caused by events outside our reasonable control (these are referred to as “Events”).
11.2 An Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following: acts of God, governmental action, war or national emergency, acts of terrorism, protest, riot, civil commotion, fire, explosion, flood, epidemic, labour disputes (other than in relation to our own workforce) or restraint or delay affecting our delivering agents or inability or delay in obtaining the Goods.
11.3 Our obligations under the Contract are suspended for the period that the Event continues, and we will have an extension of time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Event to a close or to find a solution by which our obligations under these Conditions can be performed despite the Event.
11.4 If we suffer any temporary interruptions or shortages in supply (whether or not due to an Event) then both you and we will use our reasonable efforts to minimise any adverse impact. If we need to ration or allocate our available supplies of the Goods then we will do so fairly having regard to the circumstances. You acknowledge that in such circumstances we may allocate supplies to public utilities and emergency services before Goods are rationed and allocated to other customers.
12. Cancellation and returns
12.1 You have the right to cancel a Contract by serving written notice on us at any time prior to our carrier leaving our premises to fulfil your order (or in the case of collections, prior to delivery) provided that we reserve the right to charge you a reasonable sum in respect of any Goods held specifically to meet the Contract, or which we are committed to acquire or hold ready to supply under the Contract, and/or for any costs associated with the cancellation, subject to us using our reasonable efforts to allocate such Goods elsewhere and otherwise to mitigate our losses.
12.2 We will accept the return of Goods from you provided that you pay our reasonable costs incurred in receiving and checking the Goods (save where the Goods are defective and subject to Condition 9) and the Goods are as fit for sale on their return as they were on delivery.
13.1 The provisions of Conditions 7, 8, 9 and 10 shall continue after the Contract has terminated.
13.2 Each right or remedy that we have under the Contract is without limit to any other right or remedy we may have whether under the Contract or otherwise.
13.3 If any Condition is found by any court of competent jurisdiction to be unlawful, invalid or unenforceable to any extent then it shall, to that extent only, be removed from the remaining Conditions, and the remainder of such Condition, which shall continue in full force and effect.
13.4 If a court of competent jurisdiction decides that a Condition cannot be removed (in whole or in part) then it is agreed that the relevant Condition shall be replaced with a legal, valid, enforceable and reasonable provision which achieves, to the greatest extent possible, the same effect as the original Condition.
13.5 If we fail or delay in enforcing any provision of the Contract, or fail to insist that you comply with any of your obligations, this shall not mean that we have waived any of our rights under the Contract and that you do not have to comply with your obligations. Any waiver by us of any breach of, or any default under, any provision of the Contract by you shall be effective only if given in writing and it shall not be deemed to be a waiver of any subsequent breach or default and shall in no way affect the other provisions of the Contract.
13.6 All Contracts for the supply of Goods (and provision of the Services):
(a) in Jersey shall be governed by Jersey law and subject to the non-exclusive jurisdiction of the Jersey Courts; or
(b) in Guernsey shall be governed by Guernsey law and subject to the non-exclusive jurisdiction of the Guernsey Courts.
13.7 Unless a Condition expressly provides otherwise, all communications between the parties about the Contract, including any notices to be sent or received under the Contract, must be in writing, sent to the other party’s registered office and signed by an authorised representative. Notices shall be deemed served on delivery if delivered by hand, 48 hours after posting if sent by post and on completion of transmission if sent by email or facsimile.
Data Protection & Credit Checks
13.9 In assessing your application for credit, to prevent fraud, to check your identity and to prevent money laundering, we may ask our credit intelligence partners (as we may engage from time to time) and our credit insurers to run a credit check on your business. We may also disclose details of how you conduct your account to such companies. This information may be used by other credit intelligence companies for making credit decisions about your business, you, and the people with whom you are financially associated, for fraud prevention, money laundering prevention and occasionally for tracing debtors. Information used for these purposes will include publicly available information such as corporate accounts and county court judgments.
13.10 We may perform a check on you if you are an individual associated with a Business Customer, such as company director. We do this in order to prevent fraud, to check your identity, to prevent money laundering and for account management purposes. Information used for these purposes will include publicly available information such as the electoral roll, county court judgments, assets registered in your name on public registers, such as the Land Registry, bankruptcy orders and repossessions. We shall not carry out these checks without obtaining your prior consent.