OFTEC – Terms and conditions
This page provides the legal terms and conditions that may apply to your use of oftec.org and any product or service you purchase from us. These terms and conditions have been written to operate alongside our Acceptable use policy,
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We suggest that you read these before using this Website and purchasing any goods or services from us.
1. Definitions and interpretation
1.1 In these Conditions the following definitions apply:
"Conditions" means the Supplier's terms and conditions of sale set out in this document;
"Confidential Information" means any commercial, financial or technical information, information relating to the Deliverables, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by the Customer in performing its obligations under, or otherwise pursuant to the Order;
"Customer" means the person who purchases the Goods or Services from the Supplier and whose details are set out in the Order;
"Force Majeure" means an event or sequence of events beyond any party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Order or these Conditions including an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Order; strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving the Supplier's or its suppliers' workforce, but excluding the Customer's inability to pay or circumstances resulting in the Customer's inability to pay;
"Goods" means the goods and other physical material such as replacement certificates set out in the Order to be supplied by the Supplier to the Customer;
"Services" means membership, registration or renewal fees and documentation persuant to these services.
"Location" means the address for delivery of the Goods as specified in the Order;
"Order" means the Customer's order for the Goods in the form of the Supplier's order form, whether completed online via the Supplier's website, or received by telephone, email or other medium; and
"Supplier" means OFTEC (Oil Firing Technical Association Ltd - Registered company number 2739706) whose registered office is Foxwood House, Dobbs Lane, Kesgrave, Ipswich, Suffolk IP5 2QQ.
1.2 In these Conditions unless the context otherwise requires:
(a) any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;
(b) a reference to a 'party' means either the Supplier or the Customer and includes that party's personal representatives, successors and permitted assigns;
(c) a reference to a 'person' includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns
(d) a reference to a 'company' includes any company, corporation or other body corporate, wherever and however incorporated or established;
(e) a reference to a gender includes each other gender;
(f) words in the singular include the plural and vice versa;
(g) any words that follow 'include', 'includes', 'including', 'in particular' or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
(h) a reference to 'writing' or 'written' includes any method of reproducing words in a legible and non-transitory form;
(i) a reference to legislation is a reference to that legislation as in force at the date of the Order; and
(j) a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
2. APPLICATION OF THESE CONDITIONS
2.1 These Conditions apply to and form part of the agreement between the Supplier and the Customer for the sale of Goods or Services. They supersede any previously issued terms and conditions of sale.
2.2 No variation of these Conditions or to the Order shall be binding unless expressly agreed in advance in writing and executed by a duly authorised signatory on behalf of the Customer and Supplier
2.3 The Supplier's employees or agents are not authorised to make any representations or give advice or recommendations concerning the Goods unless confirmed by a Director of the Supplier in writing. The Customer acknowledges that it does not rely on, and waives any claims in respect of any recommendation or advice given in contravention of this clause 2.3.
2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
2.5 Each Order by the Customer to the Supplier shall be an offer to purchase the Deliverables subject to these Conditions.
2.6 An Order may be withdrawn or amended by the Customer at any time before acceptance by the Supplier. An Order shall lapse unless accepted by the Supplier before the expiry of 14 days after the date of the Order. If the Supplier is unable to accept an Order, it shall notify the Customer promptly.
2.7 The offer constituted by an Order shall remain in effect and capable of being accepted by the Supplier until withdrawn by the Customer giving notice to the Supplier after the expiry of 14 Business Days from the date on which the Customer submitted the Order.
2.8 The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Goods shall arise, until the earlier of:
(a) the Supplier's written acceptance of the Order; or
(b) the Supplier delivering the Goods or notifying the Customer that they are ready to be delivered.
2.9 Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
2.10 The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Goods and are incapable of being accepted by the Customer.
2.11 Marketing and other promotional material relating to the Goods are illustrative only and do not form part of the Order.
2.12 Where the law requires a minimum age for the purchase of specific goods, the Customer must provide proof of age if requested by the delivery driver.
3.1 The Supplier shall endeavour to hold sufficient stock to meet all orders, if the Supplier has insufficient stock to supply or deliver the Goods, the Supplier may, at its absolute discretion, supply or deliver a substituted but equivalent product.
3.2 If the payment has been received for the Goods the Supplier shall refund the Customer the price paid for the Goods within 30 days.
4.1 The price for the Goods shall be calculated in accordance with the prices listed on the Supplier's website at the time of submitting the Order (Price).
4.2 The Price payable shall be subject to VAT which shall be payable by the Customer.
4.3 The Customer shall be liable for all costs or charges in relation to packaging, loading, unloading, carriage and insurance of the Goods.
4.4 The Price shall be in Euros or Pounds Sterling and the Supplier will accept payment in whichever of those currencies is agreed between the Supplier and the Customer.
5.1 The Customer must pay the Price in full, cleared funds prior to delivery.
5.2 Where the Supplier and Customer have a credit account in place, the Supplier shall invoice the Customer accordingly.
5.3 The Customer shall pay all invoices:
a. In full without deduction or set-off, in cleared funds within 30 days of each invoice; and
b. To the bank account nominated by the Supplier.
5.4 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
a. The Supplier may, without limiting its other rights, charge interest on such sums at 2% per month; and
b. Interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgement.
5.5 If payment is not received, the Supplier reserves the right to cancel the Order and any other Order between the Supplier and Customer may be suspended.
6.1 Unless agreed otherwise the Supplier will deliver the Goods as specified in the Order. The Goods shall be deemed delivered by the Supplier on arrival of the Goods at the Location.
6.2 The Customer shall provide, at its own expense, appropriate equipment and manual labour in order to unload the Goods at the Location.
6.3 If the Customer has not received the Goods within 21 days of the date of dispatch, the Customer must notify the Supplier in writing immediately.
6.4 The Supplier may deliver the Goods in instalments. Any delay in performance or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.5 Dates of delivery provided by the Supplier are estimates only and time shall not be of the essence. If no dates are specified, delivery shall be within a reasonable time. The Supplier shall not be liable for any direct, indirect or consequential loss (all three of which include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill or similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods (even if caused by the Supplier's negligence) nor shall any delay entitle the Customer to terminate or rescind its contract unless such delay exceeds 180 days.
6.6 In the event the Customer fails to accept delivery of the Goods or the Supplier is unable to deliver the Goods on time due to the Customer not providing appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Customer;
(b) the Goods shall be deemed to have been delivered; and
(c) the Supplier may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses.
6.7 The Customer must notify the Supplier within five days of the date of delivery if there is any claim based on damage to the Goods during delivery. If the Customer does not notify the Supplier accordingly the Customer shall not be entitled to reject the Goods and the Supplier will have no liability for such defect or failure.
6.8 If the Customer notifies the Supplier of a defect in accordance with clause 6.8, the Supplier shall at its absolute discretion either repair or replace the Goods at no cost to the Customer. The Supplier shall have no further liability once the repaired or replaced Goods have been accepted by the Customer.
7. TITLE AND RISK
7.1 Risk in the Goods shall pass to the Customer on Delivery
7.2 Title to the Goods shall pass to the Customer once the Supplier has received payment in full and cleared funds.
7.3 Until title to the Goods has passed, the Customer shall:
(a) hold the Goods as bailee for the Supplier;
(b) store the Goods separately from all other material in the Customer's possession;
(c) take all reasonable care of the Goods and keep them in the condition in which they were delivered;
(d) insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting the Supplier's interest on the policy;
(e) ensure that the Goods are clearly identifiable as belonging to the Supplier;
(f) not remove or alter any mark on or packaging of the Goods;
(g) inform the Supplier immediately if it becomes subject to any of the events or circumstances set out in clauses 10.1 (a) to 10.1 (d) or 10.2; and
(h) on reasonable notice permit the Supplier to inspect the Goods during the Customer's normal business hours and provide the Supplier with such information concerning the Goods as the Supplier may request from time to time.
7.4 Notwithstanding clause 6.3, the Customer may use or resell the Goods in the ordinary course of its business so long as the transaction is:
(a) in the ordinary course of business and at market value; and
(b) a sale of the Supplier's property on the Customer's own behalf with the Customer dealing as principal.
7.5 If, at any time before title to the Goods has passed to the Customer, the Customer informs the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 10.1 (a) to 10.1 (d) or 10.2 (a) to 10.2, the Supplier may:
(a) require the Customer at the Customer's expense to re-deliver the Goods to the Supplier; and
(b) if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.
7.6 The Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Goods may be stored in order to inspect, or where the Customer's right to possession has terminated, to recover them.
7.7 The Supplier shall be entitled to recover payment for the Goods, notwithstanding the ownership passing to the Customer.
7.8 The Suppliers, but not the Customer's, rights under this clause 7 shall continue indefinitely.
8.1 The Supplier warrants that, for a period of 12 months from delivery (the Warranty Period), the Goods shall:
(a) conform in all material respects to any sample and their description;
(b) be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
(c) be reasonably fit for purpose and any purpose held out by the Supplier.
8.2 The Supplier shall, at its option, correct, repair, remedy, re-perform or refund the Goods that do not comply with clause 8.1, provided that the Customer:
(a) serves a written notice on Supplier not later than five days from delivery or performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects;
(b) such notice specifies that some or all of the Goods do not comply with clause 8.1 and identifying in sufficient detail the nature and extent of the defects; and
(c) gives the Supplier a reasonable opportunity to examine the claim of the defective Goods.
8.3 The Supplier shall not be liable for breach of warranty under clause 8.1 if:
(a) the Customer makes further use of the Goods after providing a notice in accordance with clause 8.2;
(b) the defect arises due to the Customer's failure to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or good trade practise; or
(c) alters or repairs such Goods without the prior written consent of the Supplier.
8.4 Except as set out in this clause 8:
(a) the Supplier gives no warranty and makes no representations in relation to the Goods; and
(b) all warranties and conditions not given under clause 8.1, whether express or implied by statute, common law or otherwise, are excluded to the extent permitted by law.
9. LIMITATION OF LIABILITY
9.1 The extent of the parties' liability under or in connection with the Order (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 9.
9.2 Subject to clauses 9.5 and 9.6, the Supplier's total liability shall not exceed the contract price.
9.3 Subject to clauses 9.5 and 9.6, the Supplier shall not be liable for consequential, indirect or special losses.
9.4 Subject to clauses 9.5 and 9.6, the Supplier shall not be liable for any of the following (whether direct or indirect):
(a) loss of profit;
(b) loss of data;
(c) loss of use;
(d) loss of production;
(e) loss of contract;
(f) loss of opportunity;
(g) loss of savings, discount or rebate (whether actual or anticipated);
(h) contamination or pollutions caused by a failure of any Goods; and
(i) harm to reputation or loss of goodwill.
9.5 The limitations of liability set out in clauses 9.2 to 9.4 shall not apply in respect of any indemnities given by either party under the Order.
9.6 Notwithstanding any other provision of the Order, the liability of the parties shall not be limited in any way in respect of the following:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other losses which cannot be excluded or limited by applicable law;
(d) any losses caused by wilful misconduct.
10.1 The Supplier may terminate the Order or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if:
(a) the Customer commits a material breach of the Order and such breach is not remediable;
(b) the Customer commits a material breach of the Order which is not remedied within 14 days of receiving written notice of such breach;
(c) the Customer has failed to pay any amount due under the Order on the due date and such amount remains unpaid within 30 days after the Supplier has given notification that the payment is overdue; or
(d) any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Order or receive any benefit to which it is entitled.
10.2 The Supplier may terminate the Order at any time by giving notice in writing to the Customer if the Customer:
(a) stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
(b) is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;
(c) becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
(d) has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
(e) has a resolution passed for its winding up;
(f) has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
(g) is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
(h) has a freezing order made against it;
(i) is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items;
(j) is subject to any events or circumstances analogous to those in clauses 10.2 (a) to 10.2 (i) in any jurisdiction;
(k) takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 10.2 (a) to 10.2 (j) including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
10.3 The Supplier may terminate the Order at any time by giving not less than four weeks' notice in writing to the Customer if the Customer undergoes a change of Control.
10.4 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Order under this clause 10, it shall immediately notify the Supplier in writing.
10.5 Termination or expiry of the Order shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.
11. CONFIDENTIALITY AND ANNOUNCEMENTS
11.1 The Customer shall keep confidential all Confidential Information of the Supplier and shall only use the same as required to perform the Order. The provisions of this clause shall not apply to:
(a) any information which was in the public domain at the date of the Order;
(b) any information which comes into the public domain subsequently other than as a consequence of any breach of the Order or any related agreement;
(c) any information which is independently developed by the Customer without using information supplied by the Supplier; or
(d) any disclosure required by law or a regulatory authority or otherwise by the provisions of the Order.
11.2 This clause shall remain in force in perpetuity.
11.3 The Customer shall not make any public announcement or disclose any information regarding the Order, except to the extent required by law or regulatory authority.
12. FORCE MAJEURE
12.1 A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
(a) promptly notifies the other of the Force Majeure event and its expected duration; and
(b) uses best endeavours to minimise the effects of that event.
12.2 If, due to Force Majeure, a party:
(a) is or shall be unable to perform a material obligation; or
(b) is delayed in or prevented from performing its obligations for a period of 180 consecutive days;
The other party may, terminate the Order on immediate notice.
13.1 Any notice given by a party under these Conditions shall:
(a) be in writing and in English;
(b) be signed by, or on behalf of, the party giving it (except for notices sent by email); and
(c) be sent to the relevant party at the address set out in the Order.
13.2 Notices may be given, and are deemed received:
(a) by hand: on receipt of a signature at the time of delivery;
(b) by Royal Mail Signed For post: at 9.00 am on the SECOND Business Day after posting;
(c) by email: on receipt of a read receipt email from the correct address.
13.3 Any change to the contact details of a party as set out in the Order shall be notified to the other party in accordance with clause 13.1 and shall be effective:
(a) on the date specified in the notice as being the date of such change; or
(b) if no date is so specified, 2 Business Days after the notice is deemed to be received.
13.4 All references to time are to the local time at the place of deemed receipt.
13.5 This clause does not apply to notices given in legal proceedings or arbitration.
Unless stated otherwise, time is of the essence for any date or period specified in the Order in relation to the Customer's obligations only.
15. ENTIRE AGREEMENT
The parties agree that the Order constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
No variation of the Order shall be valid or effective unless it is in writing, refers to the Order and these Conditions and is duly signed or executed by, or on behalf of, the Supplier.
The Customer may not assign, subcontract or encumber any right or obligation under the Order, in whole or in part, without the Supplier's prior written consent, which it may withhold or delay at its absolute discretion.
18. SET OFF
18.1 The Supplier shall be entitled to set-off under the Order any liability which it has or any sums which it owes to the Customer under the Order.
18.2 The Customer shall pay all sums that it owes to the Supplier under the Order without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
19.1 If any provision of the Order (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Order shall not be affected.
19.2 If any provision of the Order (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Order shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
21. COMPLIANCE WITH LAW
The Customer shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Order.
22. CONFLICTS WITHIN CONTRACT
If there is a conflict between the terms contained in the Conditions and these terms of the Order, the terms of the Order shall prevail.
23. THIRD PARTY RIGHTS
23.1 Except as expressly provided for in clause 23.2, a person who is not a party to the Order shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
23.2 Any Affiliate of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Order. The consent of any such Affiliate is not required in order to rescind or vary the Order or any provision of it.
24. GOVERNING LAW
The Order and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Order, its subject matter or formation (including non-contractual disputes or