Contents:
1. Standard Conditions of Business
2. Standard Conditions of Business for Gases
3. Standard Conditions of Hire
4. Standard Conditions of Purchase
5. Standard Privacy Policy
6. Processor Terms
Standard Conditions of Business
TERMS AND CONDITIONS OF SALE FOR GOODS AND SERVICES
("CONDITIONS")
(EFFECTIVE SEPTEMBER 2025)
1. HOW TO READ THESE CONDITIONS
In these Conditions:
1.1. "we" or "us" means the Wolseley Party that enters into the Contract with you;
1.2. “you” means the person who purchases Goods and/or Services from us;
1.3. words and phrases that start with a capital letter have the meanings set out in Condition 23;
1.4. unless the context otherwise requires, words in the singular shall include the plural and vice versa, a reference to one gender shall include a reference to the other genders and a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.5. a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision;
1.6. any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
1.7. in writing or written includes email but not fax; and
1.8. headings are inserted for convenience only and shall not affect the interpretation of these Conditions.
2. FORMING A CONTRACT
2.1. If we accept your Order (which we may do at our discretion) then a binding Contract between you and us will come into existence.
2.2. Each Contract between you and us shall incorporate your Order, these Conditions and any agreed Special Terms. If there is any conflict or inconsistency between them, then they shall be interpreted in the following order of precedence:
(a) the Special Terms;
(b) these Conditions; and
(c) your Order.
2.3. Except as set out in Condition 2.4, the terms of the Contract set out the entire agreement between you and us and shall apply to the exclusion of any terms and conditions that you seek to impose, or which could otherwise be implied by trade, custom, practice or course of dealing.
2.4. If the supply of Goods and/or Services to you is in circumstances which would give rise to a Construction Contract within the meaning set out in Part II of the Housing Grants Construction Regeneration Act 1996 then in the event of a conflict the provision of that Act and the Regulations made under them shall prevail over these Conditions to the extent necessary to give effect to that Act but not further or otherwise.
2.5. If we have given you a quotation, estimate or similar (whether in writing or orally) then this is merely an invitation to you to do business with us and not an offer which is capable of being accepted by you. However, if you wish to place an Order based on a quotation, estimate or similar then you must state the date, the reference of that quotation or estimate and the address for delivery.
2.6. Any samples, drawings, descriptive matter, particulars of weight and dimensions or advertising issued by us are approximate only and intended purely as an indication of the Goods and/or Services that we offer and shall not form part of the Contract.
3. COLLECTION AND DELIVERY
3.1. Unless we have agreed in writing to deliver the Goods to you (in which case Condition 3.2 applies), you agree to collect the Goods from Our Premises, within five days from the time that we tell you the Goods are ready for collection. If you fail to collect the Goods within such time then we may (at our option) store the Goods and charge you a fee for doing so or cancel your Order.
3.2. Where we have agreed to deliver the Goods to you, then we shall do so at your cost, using a delivery method chosen by us (at our discretion) and to such address in the United Kingdom as is agreed between you and us or, if no such address is agreed, to any address of yours to which we have previously sent correspondence and/or Goods.
3.3. If we or our agents arrive at the delivery address set out in Condition 3.2 and are unable to deliver the Goods for any reason, then you agree to pay a reasonable additional charge for us to make an additional visit, as well as any costs we incur in storing the Goods.
3.4. If we have given an indication of dates or times for collection or delivery, then you agree that these are estimates only. Time shall not be of the essence in relation to the performance of any of our obligations under the Contract.
3.5. You agree that we will not be liable for any direct or indirect costs or losses that you may suffer or incur directly or indirectly as a result of any delivery or delays to delivery including (but not limited to) where this is caused by events, circumstances or causes beyond our reasonable control or by your failure to give us adequate delivery instructions.
3.6. Delivery shall be deemed to have been completed when the first of the following take place:
(a) the Goods are made available for unloading at the delivery address set out in Condition 3.2;
(b) the Goods are collected by you or any person acting on your behalf; or
(c) the Goods are deposited at the delivery address set out in Condition 3.2 notwithstanding that your representative is not present at the time of deposit.
3.7. You agree to inspect the Goods as soon as reasonably possible after we have delivered them or you have collected them (whichever is the case) and inform us immediately if you discover that the Goods do not comply with your Order or the warranty set out in Condition 10.1.
3.8. We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
4. CANCELLATION OF YOUR ORDER
4.1. We only permit you to cancel or change an Order with our prior written consent. If we agree to cancel an Order that includes Services, you shall be liable for any costs we incur in providing those Services up to and including the date of cancellation.
4.2. Where the Goods have already been collected or delivered, we will only accept returns if:
(a) we have agreed in writing;
(b) the Goods are returned within three weeks of collection or delivery;
(c) the Goods are new and unused;
(d) the Goods have not been customised to your requirements (including cut to size or made-to-measure);
(e) all packaging is unmarked, unlabelled and undamaged;
(f) you provide the invoice number, date and reason for return; and
(g) you agree to pay such reasonable restocking charge as we require
5. PRICE AND PAYMENT TERMS
5.1. The price for the Goods and Services shall be our standard list price for the Goods and Services at the date of collection or delivery (less any discount that we have previously agreed with you in writing), which (unless otherwise agreed) is exclusive of the cost of packaging, insuring, transporting and storing the Goods for which we may charge additional amounts. You agree that we may vary our prices at any time up to the date of collection or delivery.
5.2. Unless otherwise expressly stated by us in writing, all prices are exclusive of VAT chargeable from time to time.
5.3. You agree to pay our invoices in full (in cleared funds) within 30 days of the end of the month in which the invoice is dated.
5.4. If you are an incorporated entity or a partnership with four or more partners, if you are late in paying our invoices, you agree to pay interest on the overdue amount and compensate us for our debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. This obligation applies whether or not we have obtained a court judgment against you and is in addition to all other rights we have under these Conditions or generally at law. If you are any other type of business and are late in paying, we have legal rights to claim for our losses and to claim statutory interest from you.
5.5. In addition, as soon as you are late in paying any of our invoices, then all our other invoices to you (under all contracts) will become immediately and automatically due and payable and we will have a right to charge interest as described in Condition 5.4.
5.6. You agree that if you wish to pay our invoice by credit card then we are entitled to add an invoice surcharge to reflect the administrative costs that we incur in processing commercial credit card payments. The rate of any such surcharge may be found at www.wolseley-terms.co.uk.
5.7. You agree to pay all sums due under the Contract in full and without any set-off, counterclaim, deduction or withholding.
5.8. You agree that we may use any payment made by you to settle any of our outstanding invoices at our discretion, even where you have indicated that a payment relates to a specific invoice.
6. TITLE AND RISK
6.1. Risk in the Goods shall pass from us to you on the completion of delivery or collection.
6.2. If you are an incorporated entity or partnership with four or more partners, title to the Goods shall pass to you only when you have:
(a) paid for the Goods in full (in cleared funds); and
(b) paid for any other goods that we have supplied to you under any contract.
6.3. If you are any other type of business, title to the Goods shall pass to you only when you have paid for the Goods in full (in cleared funds). Title to all other Goods supplied to you will pass to you, except that we will retain title to all Goods supplied to the extent that those Goods remain in your possession or control and there are any outstanding liabilities to us at any time under any Contract.
6.4. Until title to the Goods has passed to you, you agree to:
(a) store the Goods separately from all other goods and in such a way (with appropriate labelling) that enables them to be readily identified as being our property; and
(b) keep the Goods in a satisfactory condition and insure them for the full price against all usual risks such as accidental damage, fire and theft.
6.5. Subject to Conditions 6.6 and 6.7, we permit you to sell the Goods in the normal course of your business but on the basis that you hold the proceeds of sale on trust for us, and shall account to us for them.
6.6. We may revoke our permission for you to sell the Goods (under Condition 6.5) immediately if:
(a) you are late in settling any of our invoices (under the Contract or any other contract between us) by more than seven days;
(b) any cheque or similar instrument from you is not honoured; or
(c) an Insolvency Event occurs.
6.7. Where we have revoked our permission for you to sell the Goods, you shall make the Goods available for us to collect and allow us to enter your premises in order to do so, with no liability to account to you for any damage that we may cause.
7. SERVICES
Where we provide Services, you shall:
7.1. co-operate with us in all matters relating to the Services;
7.2. provide us and our employees, agents, consultants and subcontractors with, or procure for us and our employees, agents, consultants and subcontractors to have, access to the premises to which the Services relate and any other facilities reasonably required by us to provide the Services;
7.3. provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
7.4. prepare the premises to which the Services relate for the supply of the Services;
7.5. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
7.6. comply with any additional obligations we make known to you during our provision of the Services.
8. TERMINATION AND SUSPENSION
8.1. In addition to any other rights we may have available to us (whether under these Conditions or generally at law), we may terminate the Contract or any other contract between us, in full or partially, or stop performing our obligations under any such contract if:
(a) you fail to pay on time any money that you owe to us (under the Contract or any other contract between us);
(b) you refuse to take delivery or collect any of the Goods as required by the Contract;
(c) an Insolvency Event occurs;
(d) you breach the Contract in any way;
(e) you or your customer refuse to permit or hinder performance of the Services; or
(f) you or your customer otherwise (by any act or omission) prevent or delay us from performing any of our obligations under the Contract, together, a "Customer Default".
8.2. If our performance of any of our obligations under the Contract is prevented or delayed by a Customer Default, you agree that we shall not be liable for any direct or indirect costs or losses that you may suffer or incur directly or indirectly as a result of our failure or delay to perform any of our obligations pursuant to Condition 8.1, and you agree to reimburse us on written demand for any direct or indirect costs or losses we suffer or incur directly or indirectly as a result of the Customer Default.
8.3. We may terminate, in full or partially, or suspend our obligations under the Contract where we experience supply shortages. In such circumstances, the Contract shall be varied so that your obligation to purchase Goods under the Contract shall remain binding to the extent that we are able to meet your Order.
8.4. We will operate an overall exposure limit in relation to you. This will be the maximum amount of unpaid Goods or Services we will supply to you. If you reach this limit, we may refuse to supply further Goods or Services to you. We shall be entitled to require as a condition of resuming performance under the Contract the payment by you of any or all of the sums that you owe to us under any contract.
8.5. If we suspend performance of our obligations because of any of the events specified in Condition 8.1 and/or pursuant to Condition 8.3, then we may require you to make a pre-payment of any charges under the Contract or provide us with some other form of security as a condition of us resuming performance of our obligations. In addition, if any of the events specified in Condition 8.1 occur then you agree that we will have a general lien over all monies and other property of yours that we have in our possession for any sums due to us from you.
9. CONSEQUENCES OF TERMINATION
9.1. On termination of the Contract for any reason you shall immediately pay all of our outstanding invoices and interest and, in respect of any Goods and/or Services supplied but for which no invoice has been issued, we shall issue an invoice which shall be payable by you immediately on receipt.
9.2. If you fail to settle any invoices and interest in accordance with Condition 9.1, you shall return any Deliverables and/or Goods to us and, if you do not return them, we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and shall not use them for any purpose not connected with the Contract.
9.3. Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination
10. WARRANTY
Goods
10.1. Subject to Condition 10.3, we warrant that for a period of 12 months from delivery or collection the Goods shall:
(a) be of satisfactory quality and free from material defects in materials and workmanship;
(b) be free from material defects in design (except where the design was provided to us by you or on your behalf); and
(c) conform in all material respects with their description.
10.2. If the Goods do not comply with the warranty set out in Condition 10.1 then our only obligation under the Contract or otherwise is to repair or replace any non-complying Goods or to refund the price you have paid for them, at our option, but only if:
(a) you notify us in writing as soon as possible and in any event within seven days after you discover that the Goods do not comply with the warranty set out in Condition 10.1; and
(b) you give us a reasonable opportunity to inspect the relevant Goods and for that purpose, at our request, you will return the Goods to us promptly at your risk and expense.
10.3. We will have no liability under the warranty set out in Condition 10.1 if:
(a) the Goods have not been stored correctly and safely;
(b) you or anyone else has altered or attempted to repair the Goods;
(c) the Goods have not been used, serviced or maintained correctly and in accordance with any recommendations made by us or in accordance with the purpose intended by the manufacturer of the Goods; or
(d) the Goods have been fitted or incorporated into any parts, components, accessories or other equipment except in accordance with good industry practice, our recommendations or the recommendations and instructions of the manufacturer of the Goods
10.4. You agree that it is your responsibility to ensure that the Goods you have ordered are fit for the purpose for which you want to use them. For that reason, we give no warranty (and no warranty shall be implied) that the Goods are fit for any particular purpose.
10.5. At your request, we shall use our reasonable endeavours to transfer to you the benefit of any guarantee in respect of the Goods available from the manufacturer, but we reserve the right to require you to pay our costs of doing so.
10.6. We may, at our sole election, agree to assist you to register the Goods for extended manufacturer warranties on behalf of you or your customer. You agree that we shall not be liable for any direct or indirect costs or losses that you or your customer suffer or incur directly or indirectly as a result of any unsuccessful applications for extended manufacturer warranties. Services
10.7. We warrant that we will provide the Services using reasonable care and skill.
10.8. We agree to use reasonable endeavours to perform the Services in accordance with any time frames that you have made known to us in writing or that we have previously communicated to you, but you agree that any such times are estimates only and time shall not be of the essence for the performance of the Services.
10.9. You agree that it is your responsibility to ensure that the Services to be provided are fit for your purposes. For that reason, we give no warranty (and no warranty shall be implied) that the Services are fit for any particular purpose. 10.10. If, in our reasonable opinion, the Services do not materially comply with the warranty set out in Condition 10.7 then our only obligation under the Contract or otherwise is to re-perform the relevant Services or to refund the price you have paid for them.
11. LIMITATION OF LIABILITY
11.1. Nothing in these Conditions limits our liability for:
(a) death or personal injury resulting from our negligence, or the negligence of our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) a breach by us of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
(d) a breach by us of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession).
11.2. Subject to Condition 11.1, you agree that your only remedy for:
(a) a failure by the Goods to comply with the warranty in Condition 10.1 is as set out in Condition 10.2; and
(b) a failure by the Services to comply with the warranty in Condition 10.7 is as set out in Condition 10.10, and you agree that it is therefore your responsibility to obtain suitable policies to insure against any liability arising from your use of the Goods and/or Services.
11.3. Except as set out in Conditions 3.5, 10.2 and 10.10, and subject to Conditions 11.1, 11.2 and 11.4, our liability for all claims under any Contract shall be limited to the price of the Goods and/or Services to which the claim relates or, if higher, the amount of money that we are able to recover from the manufacturer of the relevant Goods (having deducted our costs of recovering that money).
11.4. We shall in no circumstances be liable to you for any (i) indirect or consequential loss, (ii) loss of actual, expected or anticipated profit or savings, (iii) loss or corruption of data, (iv) loss of production, (v) loss of, or damage to, goodwill, (vi) loss of opportunity, business, agreements or contracts, (vii) loss or damage arising out of your special circumstances and (viii) loss which would not have arisen if you had complied with your obligations in Condition 3.7.
11.5. The Conditions implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
11.6. This Condition 11 shall remain in force even after the Contract has come to an end for whatever reason.
11.7. Any Original Equipment Manufacturer (OEM) part numbers provided by us are given as a reference only, and no inference or implication beyond that of a useful reference tool should be taken nor is intended.
12. INTELLECTUAL PROPERTY
12.1. Except as expressly provided in this Condition 12, you shall have no other rights whatsoever in respect of our Intellectual Property Rights.
12.2. All Intellectual Property Rights in or arising out of or in connection with the Goods and/or Services (other than Intellectual Property Rights in any materials provided to us by you) shall be owned by us.
12.3. You grant us a fully paid-up, worldwide, non-exclusive, royalty-free licence for the term of the Contract to copy and modify any materials provided by you to us for the purpose of providing the Goods and/or Services to you. This licence is transferable and sub-licensable within our Group and shall terminate automatically on the expiry or termination of the Contract.
12.4. We grant to you, or shall procure the direct grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free licence for the term of the Contract to copy the Deliverables (excluding any materials provided by you) for the purpose of receiving and using the Services and the Deliverables in your business. This licence is not transferable or sub- licensable without our prior written consent and shall terminate automatically on the expiry or termination of the Contract.
12.5. Where the Goods are manufactured or altered in any way (by us or on our behalf) in accordance with your specification, direction or instructions, or where we provide Services in accordance with your specification, direction or instructions, you agree to indemnify us and hold us (and any other Wolseley Party) harmless against all losses (whether direct, indirect or consequential), damages, costs and expenses awarded against us or incurred by us and whether, wholly or partially,resulting directly or indirectly from any claim that we or any other Wolseley Party have infringed the Intellectual Property Rights of any person.
13. FORCE MAJEURE
We shall have no liability whatsoever for any failure to perform, or for any delay in the performance of, any of our obligations under the Contract where this arises wholly or in part from events, circumstances or causes beyond our reasonable direct control, including as a result of a Customer Default.
14. ANTI BRIBERY AND CORRUPTION
14.1. You shall not, and you shall procure that your directors, employees, agents, representatives, contractors and subcontractors shall not, engage in any activity, practice or conduct which would constitute an offence under any anti- bribery or anti-corruption laws, regulations and codes, including the Bribery Act 2010.
14.2. You agree that you have put in place adequate procedures designed to prevent any person working for or engaged by you or any other person in any way connected to the Contract, from engaging in any activity, practice or conduct which would infringe any anti-bribery and anticorruption laws, regulations and codes, including the Bribery Act 2010.
14.3. Any breach by you of this Condition 14 entitles us to terminate the Contract by written notice with immediate effect.
15. MODERN SLAVERY ACT
We agree to comply with:
15.1. the requirements of the Modern Slavery Act 2015 including, where applicable, the requirement to publish a supply chain transparency statement under Section 54 of the Modern Slavery Act 2015; and
15.2. our own compliance policies in connection with the Modern Slavery Act 2015.
16. CONFIDENTIALITY
16.1. You agree to:
(a) keep Wolseley Confidential Information confidential and only disclose it to those of your employees, agents, representatives and contractors who need to know it in order for you to receive Goods and/or Services from us under the Contract; and
(b) on our request, promptly return to us all documents and other materials that we have provided to you.
16.2. You may disclose Wolseley Confidential Information without breaching this Condition 16 if you are required to by law, a court of competent jurisdiction or any governmental or regulatory authority, but you agree to tell us in advance and take commercially reasonable steps to avoid or limit such disclosure.
16.3. This Condition 16 shall remain in force even after the Contract has come to an end for whatever reason.
17. EXPORT
17.1. You agree that this Condition 17 applies where we supply you with Goods for export outside of the United Kingdom (regardless of whether or not we were aware that the Goods would be exported).
17.2. Unless we have agreed otherwise in writing, we shall provide the Goods ex works (EXW) in accordance with the ICC (International Chamber of Commerce) 2020 Rules for the Use of Domestic and International Trade Terms.
17.3. You agree to reimburse us on written demand for any expenses we incur in providing the Goods for export, including:
(a) postage, packaging, carriage, freight, and handling charges;
(b) insurance;
(c) currency conversion and banking charges applicable to the payment method used; and
(d) any customs or other duties incurred in respect of the sale, export and import of the Goods.
17.4. You agree that:
(a) you are responsible for complying with all applicable laws relating to the possession, use, import, export, or resale of the Goods;
(b) you are responsible for obtaining, promptly and at your own cost, all licences and other consents in relation to the Goods that are required from time to time and, if we request, you agree to provide copies to us in advance of any export taking place;
(c) if for any reason you do not obtain all necessary licences or other consents in relation to the Goods then this does not relieve you of your obligation to pay for the Goods;
(d) we do not warrant that the Goods will be eligible for any licences or consents in any destination;
(e) you will not export or re-export the Goods in a manner contrary to applicable export laws of any jurisdiction into or through which the Goods are to be transported, including supplying the Goods to any entities or countries which are subject to sanctions or are ineligible to purchase the Goods under such laws; and
(f) you will ask us in advance in writing if you require us to assist you with preparing any documents to allow you to export the Goods in compliance with any relevant laws.
17.5. Unless we have agreed otherwise, all payments made by you for the Goods will be in pounds sterling in cleared funds.
17.6. For the avoidance of doubt, the United Nations Convention on the International Sale of Goods shall not apply.
17.7. If you do not have an address for service within the United Kingdom, you agree to provide us with written details of your designated service agent within the United Kingdom on request. You irrevocably appoint and authorise your designated service agent to accept service on your behalf of all legal process. Service on your designated service agent (or any such substitute) shall be deemed to be service on you.
18. DATA PROTECTION
For the purposes of this Condition 18, the following definitions apply:
Controller, Personal Data, Processing and Processor shall have the meanings given to them in the UK GDPR (and Processes shall be construed accordingly). Data Privacy Laws means all laws and regulations relating to data protection, privacy, the use of information relating to individuals and the information rights of individuals including the Data Protection Act 2018, the UK GDPR, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable rules, requirements, directions, guidelines, advice, formal or informal guidance, codes of practice, policies, recommendations, measures and publications issued by the Information Commissioner’s Office and any other relevant regulator and/or industry body (in each case in any relevant jurisdiction(s)), in each case as may be replaced, extended or amended from time to time. UK GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.
18.1. For the purposes of the Contract, the parties acknowledge that each party shall act in the capacity of Controller in relation to the Personal Data that it Processes and that neither party shall act in the capacity of a Processor in respect of Personal Data to which the other party is the Controller for the purposes of the Contract. Each party, when performing its obligations under the Contract, shall comply with its respective obligations under Data Privacy Laws.
18.2. You agree that you have obtained all necessary rights, permissions and consents prior to disclosing any Personal Data to us.
18.3. We will comply with our Privacy Policy in relation to any Personal Data we collect about you. A copy of the Privacy Police can be found at www.wolseley-terms.co.uk.
18.4. If at any time we act as the Processor of any Personal Data on behalf of you, our Data Processor Terms shall apply and shall be incorporated into these Conditions as if the same were set out here in full. A copy of our Data Processor Terms can be found at www.wolseley-terms.co.uk.
19. ENVIRONMENTAL AND RECYCLING
19.1. You are responsible for dealing with all items of waste electrical and electronic equipment that we supply to you in accordance with the Waste Electrical and Electronic Equipment Regulations 2013, in particular regarding its treatment,recycling and environmentally sound disposal.
19.2. Unless we have informed you otherwise, you shall be responsible for dealing with all packaging that we provide to you in an environmentally sound manner.
20. ENTIRE AGREEMENT
20.1. The Contract sets out the entire agreement between you and us, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral,relating to its subject matter.
20.2. We each acknowledge that in entering into the Contract you and we are not relying on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation, or negligent misstatement based on any statement in the Contract.
20.3. Nothing in this Condition 20 shall limit or exclude any liability for fraud.
21. THIRD PARTIES
These Conditions do not create any right or remedy enforceable by any person under the Contracts (Rights of Third Parties) Act 1999.
22. GENERAL MATTERS
22.1. Unless we have agreed in writing in advance, you are not permitted to assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under the Contract.
22.2. Any notices required to be given in writing under the Contract shall be given by first class post addressed to the registered office of the party to whom it is sent. Notices may not be given by fax or email.
22.3. If any provision or part-provision of the Contract (including these Conditions) 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 22.3 shall not affect the validity and enforceability of the rest of the Contract.
22.4. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
22.5. The Contract shall not create an agency or partnership between you and us.
22.6. No variation of or addition to the Contract (including these Conditions), whether written or oral, shall have effect unless and until agreed in writing by a duly authorised manager of both parties to the Contract.
22.7. The Contract and any dispute or claim under it (including non-contractual disputes and claims) shall be constructed according to and be governed by the laws of Scotland or the laws of England and Wales depending upon the location of the point of delivery and any dispute shall be referred to the Courts of Scotland or England and Wales accordingly.
23. DEFINED TERMS
In these Conditions, the following definitions apply:
Affiliate means, in relation to any entity, that entity and any entity Controlling, Controlled by, or under common Control with, the relevant entity.
Contract means the contract between you and us for the supply of Goods and/or Services as described in Condition 2.2.
Control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity, and Controlling and Controlled shall be construed accordingly.
Customer Default shall have the meaning given in Condition 8.1.
Deliverables means all documents, products and materials delivered or to be delivered by us as part of or in relation to the Services.
Goods means the products which are the subject of an Order.
Insolvency Event means:
(a) (where you are a company or a limited liability partnership) you convene a meeting of its creditors or a proposal is made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal is made for a composition, scheme or arrangement with (or assignment for the benefit of) your creditors or you are unable to pay your debts within the meaning of Section 123 of the Insolvency Act 1986 or a trustee, receiver, administrative receiver or a similar officer is appointed (or notice of intention to appoint such an officer or administrator is made) in respect of all or a part of your business or assets or a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of your business or for the making of an administration order;
(b) (where you are an individual) you (or if you are a partnership any of the partners) die or are made bankrupt or have a petition for bankruptcy issued against you or are unable to pay your debts within the meaning of Section 268 of the Insolvency Act 1986 or a proposal is made for a composition scheme or an arrangement is made with (or an assignment for the benefit of) your creditors;
(c) any event occurs or action taken equivalent to those specified in (a) and (b) in any jurisdiction;
(d) you suspend or cease, or threaten to suspend or cease, carrying on all or a significant part of your business; or
(e) we have reasonable doubts as to your solvency.
Intellectual Property Rights means:
(a) patents (including rights in, and/or to, inventions);
(b) trademarks, service marks, trade names and business names (in each case including rights in goodwill attached thereto);
(c) design rights;
(d) rights in and/or to internet domain names and website addresses;
(e) copyright (including future copyright);
(f) database rights;
(g) rights in and to confidential information (including know how and trade secrets); and
(h) all other intellectual property rights, in each case subsisting at any time in any part of the world (whether registered or unregistered) and (i) any pending applications or rights to apply for registrations of any of these rights that are capable of registration in any country or jurisdiction and (ii) any similar or analogous rights to any of these rights, whether arising or granted under the laws of England and Wales or in any other jurisdiction.
Order means an order placed by you for Goods and/or Services.
Our Premises means the location mentioned in our quotation or any order acknowledgment in respect of the Goods or as otherwise notified to you by us.
Services means any services, including the Deliverables, provided by us to you (whether or not you also purchase Goods from us).
Special Terms means any terms in addition to these Terms which we agree with you in writing.
Wolseley Confidential Information means our (and any other Wolseley Party’s) non-public, confidential or proprietary information, including specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, whether disclosed orally or in writing, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential".
Wolseley Party means Wolseley UK Limited (company number 00636445) or any of its Affiliates from time to time.
STANDARD CONDITIONS OF BUSINESS FOR GASES
WOLSELEY UK LIMITED
TERMS AND CONDITIONS OF BUSINESS FOR GASES
(Effective September 2022)
1. Definitions & Interpretations
Capitalised terms in these Gases Conditions shall have the meaning given to them in the Terms and Conditions. In addition, the following definitions shall apply in these Gases Conditions:
1.1. Customer Site means locations, as agreed with you from time to time.
1.2. Cylinder means pressure vessels hired to you by us.
1.3. Gases means the gases set out on the Website.
1.4. Gases Conditions means Wolseley’s terms and conditions of business for gases set out in this document (including Schedule 1), which supplement and should be read in conjunction with the Terms and Conditions.
1.5. Goods means Gases and/or Cylinders, as appropriate.
1.6. Lost Cylinder Charge means the charges payable for a lost Cylinder as set out on the Website.
1.7. Services means the services provided to you by us pursuant to these Gases Conditions which include but are not limited to delivery and/ or pick up of Cylinders, call outs and gas analysis.
1.8. Terms and Conditions means Wolseley’s standard conditions of business (as updated from time to time) which can be found at www.wolseley-terms.co.uk
1.9. Website means the following website https://www.wolseley.co.uk/cooling-information/refrigerants-44/
1.10. Wolseley Site means a Wolseley branch location, details of which can be found at https://www.wolseley.co.uk/branch/.
1.11. In the event of a conflict between the Gases Conditions, the Terms and Conditions and Schedule 1, the Gases Conditions shall take precedence, followed by the Terms and Conditions and then Schedule 1.
2. Orders
2.1. You shall place individual call-off Order(s) for the Goods with us.
2.2. Each Order shall be deemed to be a separate offer by you to purchase Goods and hire Cylinders on the terms of these Gases Conditions.
2.3. We shall be deemed to accept an Order and a separate contract shall come into existence on the earlier of our written acceptance of the Order, or us starting or continuing to fulfil the Order. We are not under an obligation to accept an Order.
2.4. Each Order shall be given in writing, or if given orally, shall be confirmed in writing thereafter and specify the type and quantity of Goods ordered.
2.5. Each Order shall specify if Goods will be collected by you from a Wolseley Site or delivered by us to a Customer Site and if Cylinders, to be returned, will be collected from you by us. We may charge you for deliveries and collections of Goods as set out in the relevant Order.
3. Returns
3.1. Cylinders can either be returned by you to a Wolseley Site or collected by us from a Customer Site (subject to agreement by us at the time of the Order).
3.2. We will only accept returns in accordance with the Terms and Conditions. We shall only refund the price (subject to a restocking fee as set out in Schedule 1) for the Gases and Cylinder if, following testing and checking by us, it is concluded, in our sole discretion, that the seal has not been broken and the Gases and Cylinder are fit for re-sale. If the gas is deemed by us not to be re-saleable or not re-useable then we shall dispose of the Gases and we shall be entitled to charge you (and you shall be liable) for the reasonable costs of disposal of such gas as set out in Schedule 1.
3.3. We reserve the right to recall any Cylinders at any time for, including but not limited to, safety checks, periodic testing, or the removal from sale of prohibited products and you shall use best endeavours to assist us with any such recall insofar as you have any Cylinders in your possession and within reasonable timescales notified to you by us.
3.4. You agree to give us prior notice of any planned programme of works which will require Cylinders so as to assist us to ensure sufficient Cylinders are in circulation.
4. Deliveries and Emergency Deliveries
4.1. Delivery and collection estimates that apply to the Services are detailed in our order acknowledgment.
4.2. We reserve the right to charge for emergency delivery or collection of Goods to and from a Customer Site, and for any emergency call out of our technical staff.
5. Your Obligations
5.1. You undertake and agree at all times to:
5.1.1. employ a sufficient number of suitably qualified personnel to ensure the proper fulfilment of the obligations in this clause 5:
5.1.2. keep all Goods which you hold in conditions appropriate for their storage and suitably secured all at your own cost; and
5.1.3. provide insurance at your own cost such that all stocks of the Goods as are held by you against all risks, including any / all stock at third party locations.
5.2. All Cylinders remain our property at all times unless otherwise agreed between the parties. You shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Cylinders, but if you do so all monies owing by you to us shall (without prejudice to any other right or remedy of us) forthwith become due and payable.
5.3. Many chemicals are potentially dangerous and should only be used or handled with appropriate care. You are responsible for ensuring that markings and instructions required under all relevant health and safety and environmental legislation and regulations are maintained on the Goods and any containers or packaging materials are followed and transferred. In the event that you also repack the Gases, that all Gases are stored safely and in accordance with all relevant health and safety and environmental legislation and regulations.
5.4. It is your responsibility to ensure all Cylinders returned to us are (i) returned empty and (ii) remain suitable for use (with the exception of Cylinders that are no longer suitable for use due to normal wear and tear). You shall return the Cylinders to us in accordance with our instructions. Any Cylinders returned damaged (save for normal wear and tear) or which require removal from future service will be subject to a Lost Cylinder Charge.
5.5. It is your responsibility to ensure all Cylinders are stored securely, using bundles pallets, at your locations and returned securely to us.
5.6. You are responsible for the tracking and safe, undamaged return of all Cylinders from the time of delivery or collection by you to the time of return or collection by us.
5.7. You shall not refill or permit others to refill any Cylinders or use any Cylinder for any purpose other than its original purpose.
5.8. You shall not, without our prior written consent alter, deface, remove, or make any addition to the labelling or packaging of the Cylinders.
5.9. You are responsible for ensuring that any applicable waste transfer notes and product return forms are completed and attached to the Cylinders securely in a sealed waterproof bag.
5.10. You shall store the Goods (at no cost to us) separately from all of your other goods or any third party in such a way that they remain readily identifiable.
5.11. You shall not destroy, deface, or obscure any identifying mark or packaging on or relating to the Goods/Cylinders and maintain the Goods in satisfactory condition.
5.12. You shall comply with our reasonable instructions which are relevant to the performance of these Gases Conditions an notified to you by us from time to time.
5.13. You shall, if we so request, sign up to a cylinder management tool and agree to any reasonable terms and conditions for use of such tool.
5.14. You shall not refill any Cylinder with gases. We will not accept a refilled Cylinders until you, at your own expense, have disposed of the refilled gases.
6. Our Obligations
6.1. We shall notify you of any Goods that must be returned to us as part of a system of safety testing. If you fail to return the Goods within the timescales notified by us, we shall have no liability for any loss or damage occurring after that time and may invoice you for the cost of the relevant Goods.
6.2. We shall be under no liability in respect of any defect in the Goods arising from any specification supplied by you or from any failure of you or a third party to properly store and maintain the quantity of any Gases supplied by us.
6.3. We shall be under no liability in respect of any defect in the Goods arising from fair wear and tear or from wilful damage, negligence, failure to follow our instructions (whether oral or in writing), failure to follow good trade practice, misuse, or alterations of the Goods by you or a third party without our approval.
6.4. We shall be under no liability if you alter or repair Goods without our written consent.
7. Charges
7.1. The charges for the Goods and Services are set out in Schedule 1.
8. Terms of Payment
8.1. We shall be entitled to invoice you for each Order on or at any time after the delivery of the Goods.
8.2. You shall pay invoices in full and in cleared funds in accordance with clause 5 of the Terms and Condition
Schedule 1 – Charges (UK mainland only)
1.1. The charges payable by you for the Gases shall be the charges set out on the Website as at the time of the relevant Order. Please note, charges are subject to change and confirmation of the charges payable by you will be set out in the order acknowledgment from us.
2. Cylinders
2.1. The charges payable by you for Cylinder hire shall be the charges set out on the Website as at the time of the Order. Please note, charges are subject to change and confirmation of the charges payable by you will be set out in the order acknowledgment from us.
2.2. Charges include delivery and collection of the Cylinders, and environment agency reporting for up to and including eighteen (18) months from the date of the delivery or collection of the relevant Cylinder.
2.3. The Cylinder hire period shall commence on the date that the relevant Cylinder is delivered to or collected by you and shall continue for a period of 18 months (‘Hire Period’) unless terminated earlier by: (i) the Cylinder being returned to us, or (ii) the Cylinder being declared lost by you.
2.3.1. In the event a Cylinder is declared lost before the end of the Hire Period, you shall notify us as soon as reasonably practicable in writing and shall pay a Lost Cylinder Charge.
2.3.2. In the event a Cylinder is not returned to us before the end of the Hire Period you shall be liable to pay a Lost Cylinder Charge.
2.3.3. Following the payment of a Lost Cylinder Charge, no monthly hire charge shall be payable for the relevant Cylinder.
3. Services
3.1. The prices payable by you for the Services can be found on the Website.
3.2. Our branch addresses and opening times for the collection and return of Cylinders can be found on the following website - at https://www.wolseley.co.uk/branch.
3.3. We shall use reasonable endeavours to deliver the Goods by the date and time agreed with you. Time is not of the essence for delivery and we shall not be liable for late delivery.
3.4. Out of hours emergency call-out charges:
3.4.1. Out of hours collections from a Wolseley Site shall be provided at a cost of £200 exclusive of VAT per collection.
3.4.2. Out of hours deliveries by us to a Customer Site shall be provided at a minimum cost of £350 exclusive of VAT per delivery within a 15-mile radius of a Wolseley Site. Further charges may apply subject to distance for delivery and quantity of Orders.
4. Overfilled, Re-stock and Disposal charges
4.1. Returned Goods not re-useable or resaleable shall be disposed of subject to a £4.50 per/kg disposal charge.
4.2. All Goods returned re-useable and resaleable are subject to a re-stocking fee of 10% of the relevant charges for the Goods. All prices in this Schedule are exclusive of VAT.
Standard Conditions of Hire
1 Definitions and interpretatio
1.1 In addition to any terms defined in these terms and conditions, the following definitions shall apply:
(a) "Agreement" means the terms set out in the Hire Contract, any prices, price list and/or trading terms agreed between Wolseley and the Hirer in writing, and these terms and conditions, which the parties agree apply to the hiring of the Equipment;
(b) "Equipment" means any equipment and property hired to the Hirer by Wolseley as set out in the Hire Contract, including all additions, substitutions, replacements and renewals of such equipment and property and all related accessories, logbooks, manuals and instructions provided for it;
(c) "Hire Charges" means the charges as referred to or set out in the Hire Contract, and where no specific charges are set out in the Hire Contract the 'Hire Charges' shall be the charges set out in any prices, price list and/or trading terms agreed between Wolseley and the Hirer in writing, together with any applicable VAT, delivery or collection fees and any other applicable taxes and fees charged to the Hirer by Wolseley for the hire of the Equipment;
(d) “Hire Contract” means the document signed by the Hirer in which the Hirer agrees to hire the Equipment from Wolseley; (e) "Hire Period" has the meaning given to that term in clause 2.2;
(f) "Hirer" means the person hiring the Equipment under this Agreement and identified as the 'Hirer' or the 'Customer' in the Hire Contract;
(g) "Outstanding Balance" has the meaning given to that term in clause 9.4;
(h) “Risk Period” has the meaning given to that term in clause 7.1;
(i) "Site" means the location where the Hirer intends to use the Equipment as notified to, and agreed in writing by, Wolseley from time to time; and
(j) "Wolseley" means Wolseley UK Limited registered in England and Wales under registration no. 00636445 whose registered office is at 2 Kingmaker Court, Warwick Technology Park, Gallows Hill, Warwick CV32 6DY, and its successors and assignees.
2 Agreement to hire
2.1 This Agreement shall come into force as of the date of the signature of the Hire Contract. If the Hirer has provided any documents containing terms and conditions, the Hirer hereby agrees that those terms shall not apply and only the terms and conditions of this Agreement shall apply to the hiring of Equipment between the parties.
2.2 In consideration of the amounts to be paid by the Hirer for the hiring of the Equipment pursuant to this Agreement, Wolseley agrees to let, and the Hirer agrees to take on hire, the Equipment in accordance with this Agreement. Subject to clause 2.4, the hiring of the Equipment will start on the ‘Start Date’ (as set out in the Hire Contract and, unless terminated earlier in accordance with the terms of this Agreement, will continue until either party terminates the hiring of the Equipment in accordance with clause 9 (the “Hire Period”).
2.3 Provided the Hirer is not in default in the payment of any sum payable under this Agreement or otherwise in breach of any of the provisions of this Agreement, it shall be entitled to enjoy quiet possession of the Equipment.
2.4 Notwithstanding any term of this Agreement to the contrary:
(a) there is a minimum period of hire as set out in the Hire Contract or in any price list and/or trading terms agree between Wolseley and the Hirer in writing (and where no minimum period of hire is set out the minimum period of hire shall be 5 days, and the Hirer shall be charged Hire Charges for that period as a minimum); and
(b) if the Equipment is hired to an individual or an un incorporated business, the Hire Period will in all circumstances end within 3 months from the date of commencement of hire, and the Hirer must return the Equipment in accordance with the terms of this Agreement prior to the expiry of this period.
2.5 The Equipment is hired to the Hirer on the basis that it is used only for commercial and business use. The Hirer must not use the Equipment for any other purpose.
2.6 Where the Hirer makes an order for the hiring of the Equipment or any other goods but amends or cancels the booking in advance of the hiring commencing, the Hirer shall pay to Wolseley promptly on demand all costs reasonably incurred by Wolseley in fulfilling the order up until the date of deemed receipt of the amendment or cancellation, including without limitation any carriage or delivery costs.
3 Payment
3.1 The Hirer will pay the Hire Charges and all other amounts payable under this Agreement to Wolseley in full and cleared funds on their due date for payment without demand and whether or not an invoice has been raised. Punctual performance by the Hirer of all its obligations under this Agreement (including payment of Hire Charges and all other sums due under this Agreement) is a vital condition of this Agreement.
3.2 The Hire Charges and all other sums due under this Agreement from the Hirer to Wolseley shall be made without any abatement, deduction, set-off, withholding or counterclaim whatsoever. If the Hirer is required by law to make any deduction in respect of any payment due under this Agreement, the Hirer shall increase the payment due by an amount which, after making the required deduction, leaves Wolseley in the position it would have been in had the deduction not been required. All payments by the Hirer under this Agreement shall be paid in pounds sterling and by direct debit or any other means agreed by Wolseley and shall be made to the bank account nominated in writing by Wolseley.
3.3 All Hire Charges and other amounts payable under this Agreement are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Hirer at the rate and in the manner from time to time prescribed by law.
3.4 Wolseley shall be entitled to invoice the Hirer on the date of commencement of the hire or on a monthly basis. Payment if due from the Hirer within 30 days from the date of the invoice unless otherwise agreed in writing by Wolseley.
3.5 If the Hirer fails to make any payment due to Wolseley under this Agreement by the due date for payment, then, without limiting Wolseley's other rights and remedies, the Hirer shall pay interest on the overdue amount to Wolseley in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Hirer shall pay the interest together with the overdue amount. The Hirer shall also pay to Wolseley its reasonable costs incurred in recovering any overdue payment from the Hirer.
CONDITIONS OF HIRE (Effective May 2025)
3.6 Except as expressly provided for under this Agreement:
(a) the payment of sums due under this Agreement shall not be affected in any way by the loss, damage, theft or Total Loss of the Equipment; and
(b) there shall not be any rebate or deferral of any payment during any period in which the Equipment is not working, is not in the Hirer's possession, is unserviceable or is unavailable for use.
3.7 If Wolseley requests a deposit is paid by the Hirer for the hire of the Equipment, the deposit must be paid in full before the Equipment is delivered or collected by the Hirer. Upon expiry of this Agreement, and provided that the Hirer has paid all Hire Charges, has returned the Equipment in accordance with the terms of this Agreement, and has complied with all its other obligations under this Agreement, the deposit will be refunded to the Hirer. No interest shall be re-paid to the Hirer with the deposit.
3.8 If the Hirer has entered into a number of agreements with Wolseley, Wolseley may appropriate and allocate any monies (in whole or in part) received at any time from the Hirer as Wolseley, in its discretion, thinks fit (despite any appropriation or allocation by the Hirer) in satisfaction of amounts due and payable by the Hirer under any agreement between Wolseley and the Hirer.
4 Delivery
4.1 Where it has been agreed in writing by Wolseley that it will deliver the Equipment (but not otherwise) delivery shall be made by Wolseley to a location agreed with the Hirer. Wolseley shall use reasonable endeavours to effect delivery by the date and time agreed with the Hirer. The Hirer shall ensure that an authorised representative of the Hirer is present to receive delivery of the Equipment. Where Wolseley has tried to deliver the Equipment but has been unable to because of any act or omission of the Hirer, the Hirer shall reimburse Wolseley on demand any costs incurred by Wolseley for the aborted delivery. In all other circumstances, the Hirer shall be solely responsible for arranging for delivery or collection of the Equipment from Wolseley.
4.2 Time of delivery or collection of the Equipment is not of the essence and all delivery and collection dates and times provided are estimates only. The Hirer may not refuse to take delivery, claim damages or terminate this Agreement for late delivery. Wolseley shall not be liable for any failure, nor shall Wolseley be liable for any failure by the Hirer, to arrange delivery or collection of the Equipment on the estimated delivery and collection dates.
4.3 Delivery or collection of the Equipment shall be at the Hirer's expense. To facilitate delivery or collection of the Equipment, the Hirer shall at its expense provide all requisite materials, facilities, access and suitable working conditions to enable delivery or collection to be carried out safely and expeditiously. The Hirer shall be responsible for the unobstructed access and, unless otherwise agreed in writing with Wolseley, for unloading and loading of the Equipment at the Site and at Wolseley's collection depot, and any personnel supplied by Wolseley for assisting the Hirer with such unloading and/or loading shall be deemed to be under the direction and control of the Hirer. Such personnel shall for all purposes in connection with their employment in the loading and/or unloading shall be regarded as the servants or agents of the Hirer who alone shall be responsible for all claims arising in connection with unloading and or loading of the Equipment by, or with the assistance of, such personnel.
4.4 The Hirer shall carry out a thorough immediate inspection of the Equipment upon delivery or collection. Unless the Hire notifies Wolseley in writing within 72 hours of delivery or collection of any defect in or issue with the Equipment, it shall be deemed that: (a) the Hirer is satisfied the Equipment is safe and without risk to health when used; and (b) the Equipment is in good working order and condition, fit for the purpose for which it is required and in every way satisfactory to the Hirer (save for any inherent and latent defect not ascertainable by reasonable examination).
4.5 Where it has been agreed in writing by Wolseley (but not otherwise), Wolseley will provide training to the Hirer at the Site in the use, operation and manual handling of the Equipment. Training shall take place at a time and date agreed between the parties. Wolseley shall inform the Hirer of the charges for providing such training and the Hirer shall pay such charges to Wolseley in accordance with clause 3.
5 Title and interest in Equipment
5.1 The Equipment shall at all times remain the property of Wolseley, and the Hirer shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to the terms and conditions of this Agreement). 5.2 The Hirer shall not sell, offer for sale, transfer, assign, mortgage, pledge, charge, underlet, lend or otherwise deal with the Equipment or any interest in it nor allow the creation of any lien over it and shall protect the Equipment against repossession, distress, execution or seizure (or in Scotland, any form of diligence).
6 Use and care of the Equipment
6.1 The Hirer shall:
(a) look after the Equipment and keep it in good condition and working order (fair wear and tear only excepted);
(b) allow Wolseley or its duly authorised agent or representative at reasonable times and upon reasonable notice to enter its premises to inspect, test, repair, service or replace the Equipment and any records relating to the Equipment;
(c) allow Wolseley to affix and keep affixed to the Equipment in a prominent visible position a notice stating the Equipment is the property of Wolseley, and the Hirer shall not remove, deface or cover up such notice;
(d) keep the Equipment at all times in the possession or control of the Hirer and at the Site, and shall not move or attempt to move any part of the Equipment to any other location without Wolseley's prior written consent;
(e) use the Equipment in a skilful and proper manner and in accordance with any operating instructions issued for it and shall ensure that the Equipment is operated and used by properly skilled and trained personnel;
(f) not use the Equipment for any unlawful purpose or for any purpose for which such Equipment is not designed, reasonably suited, normally put to use or in a manner not fully covered by the insurances referred to in clause 7;
(g) not make any alteration to the Equipment or remove any component from the Equipment unless it is replaced immediately (or if removed in the ordinary course of repair and maintenance as soon as practicable) by the same component or by one of a like make and model to that removed or any improved or advanced version of it;
(h) comply with all statutory and other obligations of all kinds in relation to the Equipment and the use of it and obtain, effect and keep effective all permissions, licences and permits which are required in connection with the Equipment and its use;
(i) if applicable, take a copy of any data recorded in the Equipment prior to the return of the Equipment to Wolseley;
(j) if applicable, delete all personal data from the Equipment prior to the return of the Equipment; and
(k) not affix the Equipment to any land or building without the prior written consent of Wolseley and shall make good any damage caused by the affixation or removal of the Equipment from any such land or building without the prior written consent of Wolseley and shall make good any damage caused by the affixation or removal of the Equipment from any such land or buildings.
7 Insurance, Total Loss and damage to the Equipment
7.1 Risk in the Equipment (including risk of loss, theft, damage or destruction) shall pass to and be solely borne by the Hirer from the date of delivery or collection of the Equipment until the Equipment is returned to or recovered by Wolseley in accordance with this Agreement (Risk Period).
7.2 At all times during the Risk Period the Equipment must be fully insured. The Hirer may cover the Equipment by its own current insurance or, if the Hirer's insurance does not cover the Equipment or comply with the requirements of this clause 7, the Hirer must take out insurance to cover the Equipment with a reputable insurance office. The insurance cover must be a comprehensive policy without restriction or excess against all risks of loss or damage for the Equipment's full replacement value and against all third party liability for an amount which is prudent in all the circumstances. The Hirer shall ensure that Wolseley's interest in the Equipment shall be noted on the policy and Wolseley will be noted as loss payee for the Equipment. The Hirer must pay all premiums and keep the relevant policy in full force and effect during the Risk Period. At the request of Wolseley, the Hirer shall provide a copy of the related policies together with evidence of payment of the premiums. The Hirer shall ensure that neither the Hirer nor the insurer can cancel the insurance without Wolseley's prior written consent. If the Hirer fails to insure the Equipment in accordance with this clause 7, Wolseley may (but is under no obligation to do so) pay the relevant premium or effect the insurance required and the Hirer shall eimburse Wolseley on demand the cost of doing so. The Hirer must ensure (and instruct the insurer) that in all circumstances any insurance proceeds are paid directly to Wolseley.
7.3 Wolseley may decide, in its sole discretion, to accept evidence that the Hirer holds adequate self-insurance in substitution for the requirement to hold insurance pursuant to clause 7.2. If Wolseley elects to accept a self-insurance arrangement, the Hirer agrees to provide Wolseley with such information regarding the self-insurance as it shall require from time to time throughout the Risk Period. Wolseley reserves the right to require the Hirer to take out an insurance policy pursuant to clause 7.2 at any time during Risk Period.
7.4 The Hirer shall inform Wolseley immediately if the Equipment is damaged, faulty or breaks down or if the Equipment is involved in any accident resulting in damage or injury to any person or property.
7.5 If, in the opinion of Wolseley or an insurer, the Equipment is stolen and not recovered, irreparable, destroyed or there is at total loss, constructive loss or arranged total loss of the Equipment (each a Total Loss), at the option of Wolseley:
(a) the hiring of the relevant Equipment the subject of the Total Loss shall terminate (but without prejudice to Wolseley's other rights and remedies under or in connection with this Agreement which shall continue in full force and effect), in which case the Hirer shall pay to Wolseley on demand an amount equal to the Outstanding Balance less any insurance proceeds received by Wolseley from an insurer in respect of the Equipment the subject of a Total Loss; or
(b) Wolseley may replace the Equipment with equipment of the same specification, age and condition and the replacement equipment shall be deemed to be 'Equipment' for the purposes of this Agreement, in which case the hiring under this Agreement shall be deemed to continue.
7.6 If loss or damage to the Equipment occurs that does not amount to a Total Loss, the Hirer must immediately return or make the damaged Equipment available to Wolseley. Wolseley will either repair the damaged Equipment or replace the damaged Equipment with equipment of the same or similar specification, age and condition (subject to availability of equipment), in which case the hiring under the Agreement shall continue and the replacement equipment shall be deemed to be 'Equipment' for the purposes of this Agreement. During any period of repair, the hiring of the Equipment under this Agreement shall continue and the Hirer shall remain liable at all times to pay the Hire Charges. The Hirer shall be responsible for all costs and expenses in connection with the repair or replacement of any damaged Equipment and shall reimburse Wolseley on demand for all such costs and expenses incurred by Wolseley. Wolseley may (at its discretion) use any insurance proceeds received for loss or damage to the Equipment towards payment of any amounts due from the Hirer under this Agreement or towards making good the loss or damage to the Equipment. The Hirer shall not repair the Equipment, or arrange for a third party to repair the equipment, without the prior written consent of Wolseley.
7.7 If the Equipment is lost or stolen, the Hirer shall use its best endeavours to recover the Equipment and shall fully co operate in good faith with Wolseley, including acting on the reasonable instructions of Wolseley, to assist Wolseley to recover the Equipment.
8 Safety
8.1 The Hirer is responsible for the safe operation of the Equipment for the duration of the Risk Period. The Hirer is responsible for compliance with relevant regulations issued by the Government or Local Authorities, including regulations under the Factories Acts, Health and Safety at Work Act etc. Act and observance and compliance with the Road Traffic Acts should they apply.
8.2 The Hirer shall at its sole expense provide all requisite materials, facilities, access and suitable working conditions to enable the Equipment to be used and operated safely and shall ensure that the Site is kept in good condition to enable the safe use and operation of the Equipment.
8.3 The Hirer must ensure that:
(a) any operator of the Equipment is properly instructed on the safe use and correct operation of the Equipment and that the Equipment is only operated in accordance with the operating and safety instructions supplied, and if the Hirer does not understand the operating and safety instructions supplied it must seek assistance from a suitably qualified person or from Wolseley before using the Equipment;
(b) if any part of the Equipment is electrical, all electrical equipment is connected to the correct supply via suitable plugs or sockets, and where a temporary change in electrical plugs or sockets is required, this must be carried out by a qualified electrician who must also re-instate the Equipment to its original condition, and the Hirer must ensure that all electrical equipment is correctly earthed and insulated; and
(c) all liquid fuels and compressed gases supplied for use with the Equipment are transported, stored and used in a safe manner in accordance with any safety instructions supplied, or as instructed by Wolseley.
9 Termination
9.1 Without affecting any other right or remedy available to Wolseley, Wolseley may terminate the hiring of the Equipment and/or this Agreement for convenience at anytime by providing to the Hirer not less than 24 hours’ written notice.
9.2 Subject to clause 2.4, the Hirer may terminate the hiring of the Equipment under this Agreement at any time upon:
(a) providing Wolseley with such notice of termination as is required by the Hire Contract or any price list and/or trading terms agreed between Wolseley and the Hirer in writing (and where no minimum notice period is set out, the minimum notice period shall be 24 hours); or
(b) returning the Equipment to Wolseley and receiving a duly completed receipt in respect of such return from Wolseley.
9.3 Without affecting any other right or remedy available to Wolseley, Wolseley may, after giving any notice required by law terminate the hiring under this Agreement on the occurrence of any of the following events, if:
(a) the Hirer fails to pay any Hire Charges or any other sum due under this Agreement to Wolseley by its due date;
(b) the Hirer materially fails to comply with or breaches any other provision of this Agreement and, where such breach is capable of remedy, fails to remedy the same within 7 days of a notice from Wolseley requiring its remedy;
(c) the Hirer does or allows to be done any act or thing that may prejudice or endanger Wolseley's property or rights in the Equipment;
(d) the Hirer: is unable to pay its debts as they fall due, has a bankruptcy order made against it (or in Scotland be sequestrated or become apparently insolvent); is liquidated or wound up or has a petition for winding up presented against it or passes a resolution for voluntary winding up; convenes any meeting of all or any of its creditors or makes a deed of assignment or arrangement or otherwise compounds with all or any of its creditors;
(e) any steps are taken to appoint an administrator or administrative receiver over the Hirer or to appoint a receiver over any of the Hirer's assets;
(f) the Hirer abandons the Equipment or any step is taken to levy distress or execution upon the Equipment (or in Scotland any form of diligence is done or threatened by a third party affecting the Equipment);
(g) the Hirer, being an individual, dies;
(h) the Hirer, being a partnership, is dissolved or proceedings for its dissolution are commenced;
(i) there is, in the opinion of Wolseley, a material adverse change in the financial position or business of the Hirer;
(j) where the Hirer is an incorporated body, there is any change in the control, ownership or shareholding of the Hirer or any holding company of the Hirer from that existing at the date of this Agreement.
9.4 Where Wolseley terminates the hiring of the Equipment in accordance with clause 9.3, Wolseley's consent to the Hirer's possession of the Equipment shall determine immediately and Wolseley may take possession of the Equipment and the Hirer shall pay to Wolseley the Outstanding Balance, calculated as follows:
(a) all arrears of the Hire Charges and other sums due under this Agreement together with all costs and expenses incurred by Wolseley in recovering the Equipment and enforcing its rights under this Agreement; plus
(b) a sum equal to all the Hire Charges that would have been payable (in the absence of any early termination) during the remainder of the Hire Period (subject to the minimum hire period set out in clause 2.4); plus
(c) if the Equipment is not returned or recovered in the good working order and condition and as required by this Agreement, all costs and expenses incurred by Wolseley in restoring the Equipment to the condition required by this Agreement; plus
(d) if Wolseley is unable to recover the Equipment for any reason, or if it is a Total Loss, the amount which Wolseley anticipated the Equipment would be worth on expiry of the Hire Period. The sums payable pursuant to this clause 9.4 shall be agreed compensation for Wolseley's loss and such sums may be partly recovered from any deposit paid by the Hirer.
9.5 Termination of this Agreement shall be without prejudice to the rights and obligations of the parties accrued up to the date of termination. Wolseley reserves its rights and remedies at law for any breach of this Agreement and may enforce such rights and remedies either separately or in conjunction with the provisions of this Agreement.
10 Return of Equipment
10.1 On expiry or termination of the hiring of the Equipment and/or this Agreement for any reason, the Hirer shall at its own expense promptly return the Equipment to a location in the United Kingdom notified to the Hirer by Wolseley. The Equipment shall be in good repair and working order and commensurate with the performance by the Hirer of its obligations under this Agreement. Where the Hirer fails to promptly return the Equipment to Wolseley on the expiry or termination of the hiring of the Equipment and/or this Agreement, Wolseley or its agents may access any premises where the Equipment may be for the purpose of removing it. The Hirer hereby grants such right of access Wolseley and its agents and the Hirer shall reimburse Wolseley any costs it incurs in doing so.
10.2 If the Hirer fails to promptly return the Equipment to Wolseley on the expiry or termination of the hiring of the Equipment and/or this Agreement, the Hirer shall be liable to continue paying the Hire Charges (at the rate and frequency prevailing immediately prior to expiry or termination) in respect of any period after the expiry or termination of the hiring of the Equipment and/or this Agreement when the Hirer wrongfully retains the Equipment. Such use or possession of the Equipment shall not be construed as a renewal of the hiring of the Equipment or this Agreement or an extension of the Hire Period, and the Hirer remains obliged to deliver up the Equipment to Wolseley.
10.3 To the extent that the Equipment is not returned to Wolseley in good working order and condition (fair wear and tear excepted) and adequately cleaned, the Hirer shall indemnify Wolseley for Wolseley's reasonable costs of repairing or cleaning the Equipment and shall pay such amounts promptly and on demand to Wolseley. If the Equipment is not returned to Wolseley within a reasonable time period and Wolseley is unable to recover the Equipment, or if the Equipment is a Total Loss, Wolseley shall be entitled to charge, and the Hirer shall pay promptly on demand by Wolseley, an amount equal to the amount which Wolseley anticipated the Equipment would be worth on expiry of the Hire Period.
10.4 Where it has been agreed in writing by Wolseley that it will collect the Equipment (but not otherwise), Wolseley shall use reasonable endeavours to collect the Equipment on a date agreed with the Hirer. The Hirer must give Wolseley at least24 hours prior written notice if it requests that Wolseley collects the Equipment. The Hirer must ensure that the Equipment is ready for collection. The Hirer shall be liable for the costs of collection and shall reimburse Wolseley on demand for all reasonable costs and expenses incurred by Wolseley in collecting the Equipment.
10.5 Upon collection or return of the Equipment, Wolseley may provide the Hirer with a return / collection receipt. The return /collection receipt is evidence only that the Equipment has been returned or collected and it is not an acknowledgement or confirmation as to the condition or quality of the Equipment at the time of return or collection. By providing a return /collection receipt, no waivers are given by Wolseley and Wolseley expressly reserves all its rights and remedies in respect of any breach of, or default under, this Agreement (including without limitation a breach of the Hirer's obligation under this clause 10).
10.6 If the Hirer returns to Wolseley any items that do not belong to Wolseley, whether attached to the Equipment or not, the Hirer shall be solely responsible for such items and for arranging collection and return of such items to their owner.
10.7 If applicable, where the Hirer has not erased any data recorded in the Equipment, Wolseley may at its discretion delete or store any non personal data. If Wolseley has kept a copy of the data recorded in the Equipment and the Hirer requests access to this after the Hire Period, Wolseley reserves the right to charge the Hirer an administration fee for access to such information.
11 Warranty and liability
11.1 Subject to clause 11.2, the Equipment provided by Wolseley shall substantially conform to any specification provided by Wolseley with such Equipment and Wolseley will provide Equipment to the Hirer that is in good working order and condition, fit for the purpose for which the Equipment is normally put to use and free from defects, save for minor defects which do not render the Equipment unusable drawn to the attention of the Hirer prior to the date of delivery or collection of the Equipment or which should be ascertainable from the Hirer's thorough inspection of the Equipment upon delivery or collection.
11.2 Insofar as the Equipment comprises or contains equipment or components which were not manufactured or produced by Wolseley, Wolseley shall provide, and the Hirer shall be entitled only to, such warranty or other benefit as Wolseley has received from the manufacturer of the Equipment.
11.3 If upon delivery or collection of the Equipment the Hirer is aware of any defect in the Equipment, the Hirer must immediately notify Wolseley who shall use reasonable endeavours to remedy such defect. If Wolseley is unable to repair the Equipment Wolseley may at its option either:
(a) terminate this Agreement and the hiring of the Equipment (at no cost to the Hirer), in which case Wolseley is not obliged to provide any Equipment, the Hirer is not obliged to pay any Hire Charges or other amounts under this Agreement, and any deposit (or relevant part thereof) paid by the Hirer shall be returned: or
(b) replace the Equipment with equipment of the same or similar specification, age and condition (subject to availability of equipment) and the replacement equipment shall be deemed to be 'Equipment' for the purposes of this Agreement, in which case the hiring of the Equipment shall be deemed to commence from the date of delivery or collection of the replacement equipment.
11.4 Except as set out in this clause 11 and subject to clause 11.7, the Equipment is not provided with any other term, representation, warranty, condition or undertaking (whether express or implied by statute, common law or otherwise) concerning the condition, performance, quality description, hiring, possession, state, transportation, suitability, use or fitness for purpose of the Equipment, and all other terms, representations, warranties, conditions or undertakings expressed to be implied by statute, common law or otherwise are excluded to the full extent permitted by law.
11.5 Without prejudice to clause 11.7, Wolseley's maximum aggregate liability for breach of this Agreement (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed an amount equal to the total Hire Charges due and payable under this Agreement.
11.6 Without prejudice to clause 11.7, Wolseley shall not be liable under this Agreement for any loss of profit, loss of revenue, loss of business, loss of use of the Equipment or any asset or facility, loss of production or productivity, loss of contracts with any third party, liabilities to any third party, or any indirect or consequential loss or damage, in each case, however caused, even if foreseeable.
11.7 Nothing in this Agreement shall exclude or limit in any way the liability of Wolseley in relation to fraud or fraudulent misrepresentation, any death or personal injury arising from the negligence of Wolseley or its employees or any other liability which cannot be excluded by law.
11.8 Wolseley shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
12 Indemnity
12.1 The Hirer shall indemnify Wolseley and keep Wolseley indemnified on demand against all losses, charges, damages, legal expenses (on a full indemnity basis), proceedings, judgements and liabilities directly or indirectly incurred by Wolseley:
(a) by reason of any failure by the Hirer to comply with any of its obligations under this Agreement;
(b) by reason of any loss, injury or damage suffered by any person in connection with the Equipment during the Risk Period;
(c) in respect of all loss or damage to the Equipment (insofar as Wolseley shall not be reimbursed for the same out of any proceeds of insurance in respect of the Equipment) occurring during the Risk Period regardless of the cause of the loss or damage;
(d) in respect of the affixation or removal of the Equipment to or from the land or buildings at which they are located; and
(e) for any claim or action made against Wolseley by any third party in connection with any property or items which do not belong to Wolseley but which have been returned to Wolseley with the Equipment, whether attached to the Equipment or not.
13 General
13.1 Wolseley shall be entitled to assign or transfer all or any of its rights under this Agreement without the consent of the Hirer. The Hirer shall not assign, transfer, hold on trust or otherwise dispose of any of its rights and/or obligations under this Agreement.
13.2 Where the Hirer comprises more than one person, each person shall be jointly and severally liable under this Agreement.
13.3 Any delay or failure of Wolseley to exercise any right or remedy shall not constitute a waiver of it or them and any of Wolseley's rights or remedies may be enforced separately or concurrently with any other right or remedy now or in the future accruing to Wolseley to the effect that such rights are cumulative and not exclusive of each other.
13.4 If any term or provision of this Agreement shall to any extent be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining terms or provisions (and any other application of the said terms and provisions) shall not in any way be affected or impaired as a result.
13.5 This Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. Nothing in this clause 13.5 shall limit or exclude any liability for fraud or for fraudulent misrepresentation.
13.6 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.7 Any written communication under this Agreement served by either party shall be sufficiently served if sent by prepaid post or delivered by hand to the address of the receiving party and, if sent by post, shall be deemed to be received by the receiving party 48 hours after the time of posting and at the date of delivery if delivered by hand.
13.8 Neither party shall, during and after termination of this Agreement, without the prior written consent of the other party, use or disclose to any other person any information of the other party which is identified as confidential or which is confidential by its nature.
13.9 Notwithstanding clause 13.8, Wolseley may disclose information it may hold of the Hirer or data recorded in the in the Equipment if so, requested by a court of competent jurisdiction or any regulatory, judicial, governmental, or similar body or any taxation authority of competent jurisdiction.
13.10 The supply of any goods (including, without limitation, equipment or tools) and/or the provision of any services (including, without limitation, calibration or repair services) by Wolseley to the Hirer shall be subject to the Wolseley UK Conditions of Business.
13.11 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and nothing in this Agreement confers or purports to confer on any third party any benefit or right to enforce any term of this Agreement. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement is not subject to the consent of any person that is not a party to this Agreement. Nothing in this clause 13.11 shall restrict the rights of any assignee of Wolseley's rights under this Agreement or successor of Wolseley.
13.12 References in this Agreement to any statute, statutory instrument, regulation or order shall be deemed to be a reference to that statute, statutory instrument, regulation or order as amended, varied or replaced from time to time.
13.13 This Agreement may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
13.14 This Agreement (and any non-contractual obligations arising out of or in connection with it) shall be governed by and construed with the laws of England and the parties submit to the exclusive jurisdiction of the courts of England to settle any disputes (including any non-contractual disputes) arising out of or in connection with it.
STANDARD CONDITIONS OF PURCHASE
TERMS AND CONDITIONS OF PURCHASE FOR GOODS AND SERVICES
("CONDITIONS")
(EFFECTIVE SEPTEMBER 2025
1. HOW TO READ THESE CONDITIONS
In these Conditions:
1.1. "we" or "us" means the Wolseley Party that enters into the relevant Order with you as the purchaser of the Goods and/or Services;
1.2. "you" means the person who supplies or is required to supply the Goods and/or Services to us, as specified in the Order;
1.3. words and phrases that start with a capital letter have the meanings given in Condition 21;
1.4. unless the context otherwise requires, words in the singular shall include the plural and vice versa, a reference to one gender shall include a reference to the other genders and a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.5. a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision;
1.6. any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
1.7. in writing or written includes email but not fax; and
1.8. headings are inserted for convenience only and shall not affect the interpretation of these Conditions.
2. CONTRACT FOR GOODS AND/OR SERVICES
2.1. These Conditions set out the terms and conditions under which you shall supply the Goods and/or Services to us for the benefit of all Wolseley Parties from time to time. These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate in any invoice, delivery note or other similar document, or which are implied by trade, custom, practice or course of dealing. Each of these Conditions applies to the supply of both Goods and/or Services except where the application to one or the other is specified.
2.2. An Order constitutes an offer by us to purchase the Goods and/or Services in accordance with these Conditions. You shall be deemed to accept an Order, and a separate Contract shall come into existence, on the earlier of your written acceptance of the Order and you starting or continuing to fulfil the Order.
2.3. We may amend, vary or cancel any Order by written notice to you at any time without liability before the relevant part of the Order is fulfilled, and you shall be deemed to accept any changes to an Order on receipt of such written notice.
3. SUPPLY OF GOODS AND/OR SERVICES
3.1. You warrant, undertake and represent that the Goods and any Deliverables:
(a) will be sold to us with good title and free from any lien or encumbrance;
(b) shall conform in all respects with any samples supplied to us and no such Goods shall vary from such samples unless expressly agreed in writing between us and you;
(c) shall conform to their description, the Specification, and the quality, quantity, description and other particulars stated in the relevant Order or (in the absence of any applicable Specification) any specification which may be inferred from your description of the Goods;
(d) shall be of satisfactory quality (within the meaning of the Sale of Goods Act 1979), fit for any purpose held out by you and any purpose expressly or impliedly made known to you by any Wolseley Party, and each Wolseley Party relies on your skill and judgment in this respect; and
(e) be free from defects (including latent defects) in design, materials and workmanship.
3.2. To the extent that you have designed or will design the Goods, you:
(a) shall be responsible for the design of the Goods;
(b) shall be responsible for the selection of components and materials in relation to the Goods;
(c) shall exercise, and will continue to exercise, all reasonable skill, care and diligence to be expected of a competent professional designer who is experienced in carrying out such work for projects of a similar size, complexity and nature to the project for which the Goods are intended; and
(d) warrant and undertake that the Goods will perform satisfactorily.
3.3. To the extent that you have manufactured or will manufacture the Goods, you:
(a) shall manufacture the Goods using all reasonable skill and care in accordance with best industry practice;
(b) confirm that you are approved to, and shall at all times comply with, ISO9001 and ISO14001 standards; and
(c) shall ensure that the manufacture of the Goods shall comply with all relevant Regulatory Requirements including, without limitation, all applicable laws and regulations relating to your employees, their welfare, safety and working environment.
3.4. You warrant, undertake and represent that the Services:
(a) will be delivered in accordance with the Specification and with all reasonable skill and care and the highest standards attained by companies offering services the same or comparable to the Services; and
(b) will be carried out by suitably qualified and competent persons.
3.5. You shall:
(a) co-operate with us and comply with our reasonable instructions;
(b) comply with, and ensure that your employees, consultants and subcontractors comply with, all health and safety rules and regulations and any security requirements that apply at the Delivery Location and at any premises at which the Services are to be performed;
(c) notify us as soon as you become aware of any health and safety hazards or issues which arise in relation to the Goods and/or Services;
(d) obtain, and at all times maintain, all necessary permissions, authorisations, permits, licences and consents required under or in connection with your obligations in the relevant Contract;
(e) comply with all relevant legislation and Regulatory Requirements in relation to the Contract;
(f) supply the Goods and/or provide the Services at the sites and times specified by us;
(g) only use equipment which is in good working order, fit for purpose and conforms to all relevant standards, or our reasonable requirements;
(h) ensure that the Goods and/or Services comply with all relevant Regulatory Requirements, and (i) provide us with evidence of such compliance on our request and (ii) notify us immediately of any actual or suspected breach;
(i) promptly provide any and all support as required by us, at no additional charge, in relation to any product issues and/or warranty claims which arise in connection with the Goods and/or Services.
3.6. You shall promptly notify us in writing upon becoming aware of any changes to the design, manufacture or specification of the Goods, or if you become aware that the Goods may be discontinued or become obsolete.
4. DELIVERY
4.1. Unless otherwise agreed between us and you, delivery of an Order shall be completed when you unload those Goods comprised within an Order at the Delivery Location ("Delivery") at which point title and risk in the Goods shall pass to us (subject to title having passed to us earlier in accordance with Condition 4.12).
4.2. Unless stated to the contrary in any Order, Delivery of the Goods shall be delivery duty paid (DDP) to the Delivery Location in accordance with the ICC (International Chamber of Commerce) 2020 Rules for the Use of Domestic and International Trade Terms.
4.3. Time is of the essence in respect of deliveries of the Goods and performance of the Services. Such Delivery and performance shall be on the times and dates specified in the relevant Order and otherwise shall be made during normal business hours, or as instructed by us.
4.4. At any time prior to Delivery, we may inspect and test the Goods in accordance with Condition 10.3. If the inspection or testing indicates that the Goods do not, or are unlikely to, conform to the Contract, you shall rectify such non-conformity prior to Delivery. No inspection or testing by us shall constitute acceptance that the Goods meet the requirements of the Contract.
4.5. All Goods shall be securely packed free of charge. You shall submit full instructions for use and clear warnings with respect to anything which may reasonably be done or omitted to be done in relation to the Goods which could render them unsafe or unfit.
4.6. We may reject any Goods delivered which do not accord with the Contract and shall not be deemed to have accepted any Goods without a reasonable time to inspect them following Delivery or, if later, within a reasonable time after latent defects in the Goods become apparent.
4.7. Goods may only be delivered by instalments as instructed by us, in which case the Contract will be treated as a single contract and not severable. If Goods are delivered to us in excess of the quantities ordered, we shall not be obliged to pay for any excess, which shall remain at your risk (and title shall remain with you) and shall be returned at your cost.
4.8. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by you to deliver any one instalment on time or at all or any defect in an instalment shall entitle us to the remedies set out in Condition 5.
4.9. Where the Goods are to be imported into the UK, you shall obtain all export and import certificates, permissions and licences required.
4.10. You shall be responsible for any Goods and Wolseley Materials stored at your premises and, where such items belong to us, they shall at all times be kept separate and clearly identified as such. You shall ensure the security of, and preserve the quality of, any Goods and Wolseley Materials while in storage including, without limitation, by keeping them in clean and dry conditions.
4.11. We shall not be obliged to return any packaging material. However, the proper recovery/recycling of waste resulting from electrical and/or electronic Goods will be managed by you at no additional cost to us (other than the reasonable costs of transport).
4.12. If we resell the Goods prior to title passing, we shall do so in accordance with this Condition 4 and title to the Goods shall pass from you to us immediately before the time at which resale by us occurs. We may only resell the Goods before title has passed if such a sale is a sale of your property on our own behalf as principal (not as your agent), made in our ordinary course of business.
5. REMEDIES
5.1. If the Goods are not delivered or the Services not provided by the due date set out in the Order or as otherwise instructed by us, then, without limiting any other rights and remedies of any Wolseley Party, and whether or not we have accepted the Goods and/or the Services, we may
(at our option) exercise any one or more of the following remedies:
(a) terminate the Contract;
(b) refuse any late Delivery of the Goods which you attempt to make; and/or
(c) claim damages for any other costs, claims, loss, damages, liabilities and/or expenses incurred by us which are in any way attributable to your failure to carry out your obligations under the Contract (including but not limited to any costs incurred by us in obtaining substitute goods and/or remedial services from a third party).
5.2. If the Goods are not supplied in accordance with, or the Services do not comply with, the provisions of Condition 3 then, without limiting any other rights and remedies of any Wolseley Party, and whether or not we have accepted the Goods and/or the Services, we may (at our option) exercise any one or more of the following remedies:
(a) terminate the Contract;
(b) reject the Goods (in whole or in part) and return them to you at your own risk and expense;
(c) require you to repair or replace the Goods free of charge or, at our option, remove the Goods (including but not limited to making good any damage thereby caused) and refund the full price paid;
(d) remedy the problems with the Services at your cost; and/or
(e) claim damages for any other costs, claims, loss, damages, liabilities and/or expenses incurred by us which are in any way attributable to your failure to carry out your obligations under the Contract (including but not limited to any costs incurred by us in obtaining substitute goods and/or remedial services from a third party).
5.3. These Conditions shall apply to any repaired or replacement Goods or substituted or remedial Services supplied by you.
5.4. Our rights and remedies under these Conditions are in addition to any implied by statute and common law.
6. COMPLIANCE
6.1. If a Product Recall is required by relevant Regulatory Requirements or deemed appropriate by us, you shall (at your cost) promptly provide us with all necessary assistance to enable the Product Recall to be conducted with due urgency either by us or you. You will immediately notify us if you become aware of any facts or circumstances which could give rise to a Product Recall, (including, for the avoidance of doubt, any customer complaints you have received from your other customers in relation to goods which are substantially similar to the Goods).
6.2. You shall comply with the Wolseley Operations Manual and any and all of our policies and procedures which are relevant to the performance of the Contract as notified to you by us from time to time including all policies available at https://corporate.wolseley.co.uk/ourimpact/governance.
7. PRICE AND PAYMENT
7.1. The price for the Goods and/or the Services shall be as stated in the Order and be exclusive of value added tax but inclusive of all other charges and costs.
7.2. On or after Delivery of the Goods and/or the completion of the Services (or part of the Services as stated in the relevant Order or as otherwise agreed by us) in accordance with the Contract, you shall issue a commercial tax invoice or, if applicable, a zero-rated invoice issued by an EU, VAT registered business covered by Intrastat in respect of such Goods and/or Services (each an "Invoice"). The Invoice shall be delivered to such address as we notify from time to time, quote the Order reference and be in the form and contain such information as required by us.
7.3. We shall pay all compliant and undisputed Invoices within 60 days (or such other period agreed by us in writing) from then end of the month in which the relevant Invoice was received.
7.4. If any sum under the Contract is not paid when due then it shall bear interest from the due date until payment is made in full, both before and after any judgment, at the then base rate of Lloyds Bank plc per annum.
7.5. We may, without prejudice to other rights or remedies of any Wolseley Party, set off any amount owed by you under any contract against any amount payable to you.
8. INTELLECTUAL PROPERTY
8.1. Except as expressly provided in this Condition 8, you will have no other rights whatsoever in respect of our Intellectual Property Rights.
8.2. We shall license our Intellectual Property Rights to you solely for the purpose of you performing, and to the extent necessary for you to perform, your obligations under the Contract. This license is not transferable or sub-licensable without our prior written consent and shall terminate automatically on expiry or termination of the Contract.
8.3. All Wolseley Parties’ Intellectual Property Rights shall remain the absolute property of the relevant Wolseley Party. Any benefit or goodwill derived by or arising out of the use of such Intellectual Property Rights shall accrue to the relevant Wolseley Party. You shall, at our request at any time, undertake any acts and execute any documents reasonably required by us to vest such Intellectual Property Rights (including any and all such benefit and goodwill) in us or the relevant Wolseley Party (as directed by us).
8.4. In respect of the Goods and/or Deliverables that are to be transferred, you warrant that you have full, clear and unencumbered title to the Goods and/or Deliverables and that, at the date of Delivery, you will have full and unrestricted rights to sell and transfer the Goods and/or Deliverables to us in accordance with the Contract.
8.5. In respect of the Deliverables that are to be licensed to us under the Contract, you warrant that you have appropriate consent and permissions to license all such Deliverables in accordance with the Contract, and that, at the date of Delivery, you will have full and unrestricted rights to license all such Deliverables to us in accordance with the Contract.
8.6. You hereby grant to us, with effect from the date of Delivery, an irrevocable, non-exclusive, world-wide, royalty-free and sub-licensable license to use the Deliverables (not being Bespoke Deliverables) and perform any act in relation to such Deliverables which would, in the absence of a license, constitute infringement or unauthorized use of any Intellectual Property Rights.
8.7. If any item used by you or on your behalf in the performance of the Contract becomes, or is likely to become, the subject of an infringement or misappropriation claim or proceeding, you shall, in addition to the other rights we may have under this Contract, promptly at your expense:
(a) secure the right for you and/or us to continue using the item in accordance with this Contract; or
(b) subject to us giving our prior written consent, replace or modify the item to make it non-infringing, provided that and such replacement or modification shall not degrade the performance, functionality or quality of the affected item.
8.8. You hereby assign to us, with full title guarantee and free from all charges, encumbrances and third-party rights, all Intellectual Property Rights in the Bespoke Deliverables and/or arising as a result of the performance of the Contract. You acknowledge and agree that all such Intellectual Property Rights shall belong to us and shall do and execute, or arrange for the doing and executing of, any act and document reasonably requested of you by us to vest ownership of all such Intellectual Property Rights in us free from all charges, encumbrances and third-party rights.
9. INSURANCE, LIABILITY AND INDEMNITY
9.1. You shall maintain in force, with a reputable insurance company, adequate professional indemnity insurance, product liability insurance and public liability insurance to cover such liability as may arise under or in connection with the Contract having regard to your obligations under the Contract, and shall, on our request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
9.2. You shall indemnify and hold harmless each Wolseley Party against all loss, damages, claims and expenses which it may directly or indirectly suffer or incur at any time ("Loss") arising from or relating to:
(a) any defect in the design, quality or workmanship of the Goods;
(b) any claim that the Goods and/or Services and/or Deliverables, or the use or possession or resale of, or any other dealings in, the same by us and/or any of our Affiliates and/or any third party infringes a third party’s Intellectual Property Rights or other rights;
(c) any wilful abandonment or fraudulent or dishonest act or omission by you;
(d) any third-party claim made for Loss sustained due to your negligence or breach of the Contract;
(e) any Product Recall; or
(f) any breach of the Contract (including, for the avoidance of doubt, any failure to comply with the terms of the Wolseley Operations Manual or any requirements set out in the Order or Specification).
9.3. Nothing in these Conditions shall limit or exclude either party’s liability for:
(a) death or personal injury resulting from negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 and/or section 2 of the Supply of Goods and Services Act 1982;
(d) defective products that arises under the Consumer Protection Act 1987 and/or the General Product Safety Regulations 2005; or
(e) the indemnity contained in Conditions 9.2 and 15.4.
10. INFORMATION, AUDIT RIGHTS AND INSPECTIONS
10.1. You shall, at your own cost, provide us and our employees with such technical and after-sales support, instructions, training, product information sheets, product safety sheets, operational manuals, user guides and such other information as we may reasonably require in order to ensure the safe and efficient handling, use and maintenance of the Goods by our employees and customers. You warrant that the information provided is accurate.
10.2. You shall maintain full, true and accurate copies of all records (whether in physical or electronic form) documenting the performance of your obligations under the Contract until seven (7) years following the Contract or until such time as required by applicable laws and regulations. You shall at all times ensure that we and our employees are allowed full access to all information, property, records and/or materials relevant to the performance of any Contract.
10.3. You will permit us and our employees and/or agents access to premises from where the Goods are being manufactured or supplied or where data or information relevant to the Goods is held upon reasonable notice for the purpose of inspecting, auditing, verifying, monitoring and/or testing the manner and performance of your obligations under the Contract, and you shall allow us to take copies of or extracts from such books and records following our request.
10.4. You will fully investigate any customer complaints which we notify to you and will provide us with a report into the complaint (in a form reasonably satisfactory to us) as follows:
(a) in relation to a customer complaint which relates to a safety issue, within five Business Days of request: and
(b) in relation to any other customer complaints, within 15 Business Days of request.
11. WOLSELEY MATERIALS
You acknowledge that all materials, equipment, tooling, drawings, specifications and data supplied by us to you ("Wolseley Materials") and all rights in Wolseley Materials belong to us and are to be utilized exclusively for the production and sale of the Goods and/or Deliverables for us. You will be responsible for the proper maintenance and storage of the Wolseley Materials, and will maintain them in good condition until returned to us, and not dispose or use the same other than in accordance with our written instructions or authorization.
12. CONFIDENTIALITY
12.1. Each party agrees and undertakes that it will treat all Confidential Information disclosed to it by the other party in connection with any Contract as strictly confidential, shall use it solely for the purpose contemplated by the relevant Contract and shall not without the prior consent of the other party, publish or otherwise disclose to any third party any such Confidential Information except for the purposes contemplated by the relevant Contract.
12.2. The obligations of confidentiality set out in this Condition 12 shall not apply to any information or matter which:
(a) is in the public domain other than as a result of a breach of these Conditions;
(b) was in the possession of the receiving party prior to the date of receipt from the disclosing party or was rightfully acquired by the receiving party from other sources;
(c) is required to be disclosed by law, by a competent court or body or by the rules of any stock exchange; or
(d) was independently developed without reference to the Confidential Information.
13. TERMINATION
13.1. We may, without prejudice to any other rights and remedies of any Wolseley Party, terminate the Contract at any time with immediate effect by written notice to you if you:
(a) commit a material breach of any term of the Contract which is irremediable or, if remediable, is not remedied within 10 Business Days after being notified in writing to do so;
(b) suffer an Insolvency Event;
(c) suspend or cease, or threaten to suspend or cease, to carry on all or a substantial part of your business;
(d) suffer a change of Control; or
(e) do not comply with your obligations under Condition 15, Condition 16 and/or Condition 17.
13.2. Termination of any Contract shall be without prejudice to any other rights which any Wolseley Party may have under that Contract and without prejudice to any rights and liabilities which any Wolseley Party may have accrued prior to the date on which termination takes effect.
13.3. The provisions of Conditions 1, 3, 4, 5, 6, 8 to 13 and 15 to 20, as well as Conditions 20A – 20D if you supply Own-Brand Goods, shall survive termination of any Contract.
13.4. On termination of the Contract(s) for any reason, you shall immediately deliver to us:
(a) all materials and all copies of data and information provided by us to you for the purposes of the Contract; and
(b) all specifications, programs (including source codes) and other documentation comprised in the Deliverables and existing at the date of such termination, whether or not then complete. All Intellectual Property Rights in such materials shall automatically pass to us, and we shall be entitled to enter your premises to take possession of them.
14. FORCE MAJEURE
Neither party shall be liable to the other for any delay or failure in performing its obligations under the Contract to the extent caused by a Force Majeure Event, provided that the affected party uses all reasonable endeavors to cure any such events or circumstances and resume performance under the Contract. If any events or circumstances prevent you from carrying out your obligations under the Contract for a continuous period of more than 10 Business Days, we may (without prejudice to another rights and remedies of any Wolseley Party) terminate this Contract immediately by giving written notice to you.
15. DATA PROTECTION
For the purposes of this Condition 15, the following definitions apply:
Controller, Data Subject, Personal Data, Personal Data Breach, Processing and Processor shall have the meanings given in the UK GDPR (and Process, Processed and Processes shall be construed accordingly).
Data Privacy Laws means all laws and regulations relating to data protection, privacy, the use of information relating to individuals and the information rights of individuals including the Data Protection Act 2018, the UK GDPR, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable rules, requirements, directions, guidelines, advice, formal or informal guidance, codes of practice, policies, recommendations, measures and publications issued by the Information Commissioner’s Office and any other relevant regulator and/or industry body (in each case in any relevant jurisdiction(s)), in each case as may be replaced, extended or amended from time to time.
Personal Information means Personal Data which is provided or otherwise made available to you by or on our behalf in connection with the Contract.
UK GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.
15.1. For the purposes of the Contract, the parties acknowledge that we shall be the Controller and you shall be the Processor to the extent that Personal Information is Processed in connection with the Contract.
15.2. In respect of any Processing of Personal Information that you undertake for us or on our behalf in accordance with the Contract, you shall:
(a) Process such Personal Information only (i) for the purpose of performing your obligations under the Contract and as set out in the register maintained pursuant to Condition 15.2(b), (ii) for such other purposes as may be instructed by us or agreed with you as otherwise notified in writing from time to time and (iii) in accordance with the Data Privacy Laws;
(b) maintain a data processing register which shall include (i) the subject matter and duration of the Processing, (ii) the nature and purpose of the Processing and (iii) the type of Personal Data and categories of Data Subjects;
(c) implement appropriate technical and organizational measures to protect the Personal Information against unauthorized or unlawful Processing and against accidental loss, destruction, damage, alteration or disclosure in accordance with the Data Privacy Laws;
(d) not otherwise modify, amend, remove or alter the contents of the Personal Information or disclose or permit the disclosure of any of the Personal Information to any third party without our prior written consent;
(e) maintain up to date records of your processing activities performed on our behalf which shall include the categories of processing activities performed, information on cross border data transfers and a general description of security measures implemented in respect of the Personal Information;
(f) keep the Personal Information separate from any data that you Process on behalf of any other third party (including but not limited to business continuity measures and processes for regularly testing, assessing and evaluating the effectiveness of such security measures);
(g) unless otherwise required by the Data Privacy Laws, you shall return or delete, at our sole discretion, all Personal Information upon the termination of the processing activities carried out under the Contract, and promptly provide us with confirmation in writing that you have done so;
(h) ensure that (i) only those employees who need to have access to the Personal Information are granted access to such Personal Information (and only for the purposes of the performance of the Contract) and (ii) all such employees are reliable, have been informed of the confidential nature of the Personal Information and comply with the obligations set out in this Condition 15;
(i) not appoint a third party or sub-processor without our prior written consent, which consent may be withheld at our absolute discretion or given subject to conditions, and ensure a written agreement is entered into with the relevant sub- third party or sub-processor which imposes the same obligations on the third party or sub-processor as are imposed on you in this Condition 15;
(j) not transfer Personal Information to a country or territory outside the European Economic Area except with our prior written consent;
(k) immediately notify us if you receive (i) a request from a Data Subject to access that Data Subject’s Personal Data or (ii) a complaint or request relating to the Data Privacy Laws;
(l) immediately notify us in the event you become aware of any Personal Data Breach or any other breach of the Data Privacy Laws; and
(m) permit without charge reasonable access by us to all records, files, tapes, computer systems, or any other information howsoever held by you in respect of your activities pursuant to the Contract for the purposes of reviewing compliance with the Data Privacy Laws.
15.3. You shall remain liable for any Processing carried out by any third party or sub-processor appointed by you.
15.4. You shall indemnify and keep indemnified and defend at your own expense each Wolseley Party against all loss, costs, claims, damages and expenses incurred by such Wolseley Party or for which that Wolseley Party may become liable due any failure by you or your employees or agents to comply with any of your obligations under this Condition 15.
15.5. The provisions of this Condition 15 shall apply during the continuance of the Contract and indefinitely after its expiry or termination.
16. ANTI-BRIBERY AND CORRUPTION
You shall:
16.1. comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including the Bribery Act 2010;
16.2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom;
16.3. have and maintain in place your own policies and procedures, including Adequate Procedures (as defined by the Bribery Act 2010), to ensure compliance with such laws, statutes and regulations; and
16.4. promptly report to us any request or demand for any undue financial or other advantage of any kind received by you in connection with the performance of the Contract.
17. MODERN SLAVERY
For the purposes of this Condition 17, the phrase Slavery and Human Trafficking shall have the meaning given in Section 54(12) of the Modern Slavery Act 2015 ("MSA").
17.1. Without prejudice to the generality of Condition 3.5(e), you shall and shall procure (where relevant) that any person who is performing services or providing goods in connection with, or who will or may be used in performing or to support the performance of, the Contract in any part of the world (collectively, your or its "Supply Chain") shall at all relevant times:
(a) comply with the provisions of the MSA and all applicable laws, regulations, codes and guidance made under it or relating to it, and ensure that all your or its relevant employees have received appropriate training on the same;
(b) comply with our policies relating to modern slavery and/or human trafficking as required by us;
(c) take all reasonable steps to ensure that Slavery and Human Trafficking are not taking place in your or its business or your or its Supply Chain; and
(d) immediately notify us if you or it has reason to believe that you or it or any member of your or its Supply Chain is engaged in Slavery and Human Trafficking or is in breach, or is likely to breach, the MSA or any provision of this Condition 17 (or, in respect of your or its Supplier Chain, would do so if it were a party to the Contract), or if you or it receives a communication from any person alleging any of the foregoing.
17.2. You shall ensure that each of your subcontractors shall be bound in writing by terms equivalent in all respects to those set out in this Condition
17. You shall provide evidence in writing of your compliance with this Condition 17.2 promptly on our request.
17.3. On our reasonable request, you shall make, and shall require any relevant member of your Supply Chain to make, such adjustments to your or its processes that relate to employee hiring and supplier selection as we reasonably consider desirable to address any risk of noncompliance with the MSA and/or this Condition 17.
18. ADVICE AND RECOMMENDATIONS
18.1. You warrant, represent and undertake that:
(a) you have exercised and will exercise all reasonable care and skill in providing advice and recommendations to any Wolseley Party;
(b) such advice and recommendations shall be true and accurate; and
(c) you have taken into account and will take into account, in providing advice and/or recommendations to any Wolseley Party, any specific requirement made known to you by any Wolseley Party.
18.2. You acknowledge that each Wolseley Party has relied and will rely on your advice and recommendations to such Wolseley Party.
19. GENERAL
19.1. You shall not, without our prior written consent, assign, transfer or charge, or subcontract all or any of your rights or obligations under the Contract. We may assign and/or transfer and/or charge and/or subcontract the whole or any part of our rights and/or obligations under the Contract to any other Wolseley Party without your consent. If we do consent to subcontracting it will not relieve you of any of your obligations under the Contract.
19.2. Delay or failure in exercising any right or remedy in connection with these Conditions will not operate as a waiver of that right or remedy. No waiver will be effective unless it is in writing and signed by the party granting it.
19.3. Nothing in these Conditions shall be construed to create a partnership, joint venture, agency or employment relationship of any kind between the parties.
19.4. If any term or provision of the Contract is held to be illegal or unenforceable, in whole or in part, under any enactment, court order or rule of law, that term or provision shall to that extent be deemed not to form part of such Contract but the enforceability of the remainder of such term or provision of that Contract shall not be affected.
19.5. The Contract shall be governed by English law and each party irrevocably submits to the non-exclusive jurisdiction of the English courts in respect of any dispute.
19.6. No person other than us, any other Wolseley Party or you are entitled to enforce the terms of the Contract, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. A Wolseley Party who is not a party to the Contract may enforce its terms under the Contracts (Rights of Third Parties) Act 1999. The parties to the Contract may by agreement rescind or vary the Contract without the consent of any person who is not a party to the Contract.
19.7. Any written notice under the Contract shall be given by hand or by tracked delivery addressed to the registered office of the relevant party.
19.8. Without prejudice to Condition 2.3, no variation to the Contract shall be binding unless agreed in writing by both parties.
19.9. In the event of conflict or inconsistency, the documents comprising the Contract shall be interpreted in the following order of priority: the Order, the Specification, these Conditions and the Wolseley Operations Manual.
20. OWN-BRAND SPECIAL CONDITIONS
These Conditions 20A to 20D apply if you supply Own-Brand Goods. For the purposes of these Conditions 20A to 20D, the following definitions apply:
Design means (i) all intellectual property rights relating to the design of the Own-Brand Goods (including, without limitation, relevant designs, drawings and specifications), (ii) relevant packaging and (iii) all tools, machinery and equipment required for use in connection with the manufacture of the Own-Brand Goods, together with such additional tools, machinery and equipment as may be required from time to time.
Own-Brand Goods means the Goods to be manufactured, packaged and sold by you to us in accordance with the Contract and which are branded with the Wolseley Branding.
Standard Design means a standard product Design developed by you to which the Wolseley Branding will be applied.
Wolseley Branding means certain trademarks, trade names, signs, emblems and logos of ours, whether registered or unregistered.
Wolseley Design means a Design commissioned by us.
20A DESIGN AND SPECIFICATION
20A.1 You shall not make any changes to the design, manufacture or specification of the Own-Brand Goods without our prior written consent.
20A.2 Either party may request changes to the Specification. Any change request shall be made in writing and sent to the other party’s representative. Change requests shall set out a detailed explanation of the change, the proposed timetable for the change, and the effect on the Specification. The parties shall implement agreed changes as soon as reasonably practicable. Pricing of new Own-Brand Goods shall be in a manner consistent with the calculation of the prices of existing Own-Brand Goods.
20A.3 Unless otherwise stated in the Specification, you shall indemnify us in full for any losses, damages, claims or expenses which we may suffer directly or indirectly arising out of or in connection with any "defect" in the Own-Brand Goods as defined in the Consumer Protection Act 1987.
20B WOLSELEY BRANDING
20B.1 The Own-Brand Goods may incorporate the Wolseley Branding in the manner indicated in the Specification. You shall comply strictly with our directions regarding the form and manner of the application of the Wolseley Branding. Apart from the Wolseley Branding, no other trade mark or logo may be affixed or used in relation to the Own-Brand Goods.
20B.2 The Wolseley Branding shall be and remain our absolute property. We grant you a non-exclusive, non-transferable licence to use the Wolseley Branding solely and strictly for the proper operation of the Contract and in such a manner as to not adversely affect our reputation or goodwill. This license will terminate upon expiry of the Contract.
20B.3 Any benefit or goodwill derived by or arising out of the use of the Wolseley Branding shall accrue to, and be assigned to, us. You shall not, at any time, claim any right or property in the Wolseley Branding or any other words or logo using the Wolseley Branding, or register or cause to be registered or claimed in any part of the world any trade mark, service mark, trade name, copyright, sign, emblem, logo, design or other Intellectual Property Right which is identical or similar to, or contains the Wolseley Branding.
20C DESIGN AND EXCLUSIVITY
20C.1 If we tell you (in the Specification or elsewhere) that the Own-Brand Goods will be supplied by you to a Wolseley Design:
(a) the Wolseley Design shall vest in and be our absolute property;
(b) any benefit or goodwill derived by or arising out of the use of the Wolseley Design shall accrue to, and be assigned to us;
(c) you shall use the Wolseley Design exclusively for the manufacture of the Own-Brand Goods and the supply of such Own-Brand Goods to us in accordance with the Contract; and
(d) you shall not under any circumstances, directly or indirectly, manufacture or supply the Own-Brand Goods using the Wolseley Design to or for the benefit of any other person.
20C.2 If we tell you (in the Specification or elsewhere) that the Own-Brand Goods will be supplied by you to a Standard Design:
(a) the Standard Design shall remain vested in you and you shall grant to us all necessary rights so that we can fully benefit from the Contract;
(b) you shall manufacture and supply the Own-Brand Goods to the extent that they incorporate the Wolseley Branding to us on an exclusive basis; and
(c) you shall not under any circumstances, directly or indirectly, manufacture or supply the Own-Brand Goods incorporating the Wolseley Branding to or for the benefit of any other person.
20D ADDITIONAL TERMINATION PROVISIONS
20D.1 On the termination or expiry of the Contract, you shall cease to manufacture the Own-Brand Goods and you shall have no claim against us for compensation for loss of any description arising out of or in connection with the termination of the Contract.
20D.2 Upon the termination or expiry of the Contract, all Confidential Information and all drawings, data, material and other documents including, without limitation, samples, formulae, specifications, catalogues and advertising materials relating to the Own-Brand Goods and any copies of the same produced exclusively for and/or owned by us in your possession or under your control shall also be immediately returned to us.
21. DEFINED TERMS
In these Conditions, the following definitions apply:
Affiliate means, in relation to any entity, that entity and any entity Controlling, Controlled by, or under common Control with, the relevant entity.
Bespoke Deliverable means any Deliverable created specifically for the purposes of the Contract.
Business Day means any day (other than Saturday or Sunday) on which clearing banks are open for business in the City of London.
Confidential Information means all information disclosed (whether in writing, verbally or otherwise and whether directly or indirectly) by one party to another party including, without limitation, the existence of the Contract and the transactions contemplated in it, any information relating to the Goods and/or Services, operations, processes, plans or intentions, customer information, product information, market opportunities and business affairs or those of customers or other contacts that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity, and Controlling and
Controlled shall be construed accordingly.
Contract means the contract between us and you for the sale of the Goods and/or the supply of the Services.
Deliverables means all documents, products and materials delivered or to be delivered by you or your agents, subcontractors and employees as part of or in relation to the Goods and/or Services in any form, including without limitation computer programs, data, reports and specifications (including drafts) and Deliverable means any item of them.
Delivery shall have the meaning given in Condition 4.1.
Delivery Location means the delivery location stated in the Order or as otherwise instructed by us.
Force Majeure Event means an event or circumstances preventing or delaying a party from performing all or any of its obligations under the Contract which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of that party, including an act of God, war, riot, civil commotion, terrorist act, explosion, malicious damage, fire, flood or storm but excluding:
(a) acts within the reasonable control of the relevant party (which shall include acts or omissions arising from failure to instigate reasonable preventative plans or steps); and
(b) industrial action, strikes or lockouts in respect of the relevant parties' employees.
Goods means the goods (or any part of them) to be supplied pursuant to the Contract.
Insolvency Event means:
(a) any distress, execution or other process levied upon any of the assets of the relevant party;
(b) the other party suspends, or threatens to suspend, payment of its debts or is, or is deemed, unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986;
(c) the relevant party convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) other than a solvent liquidation for the purposes of reorganization or amalgamation, or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the relevant party or notice of intention to appoint an administrator is given by the relevant partyer its directors or by a qualifying floating charge holder, or a resolution is passed or a petition presented to any court for the winding up of the relevant party or for the granting of an administration order in respect of that party, or any proceedings are commenced relating to the insolvency or possible insolvency of that party; or
(d) any event occurs, or proceeding is taken, with respect to the relevant party in any jurisdiction in which that other party is incorporated, resides or carries on business that has an effect equivalent or similar to an event mentioned in (a) to (c) above.
Intellectual Property Rights means:
(a) patents (including rights in, and/or to, inventions);
(b) trademarks, service marks, trade names and business names (in each case including rights in good will attached thereto);
(c) design rights;
(d) rights in and/or to internet domain names and website addresses;
(e) copyright (including future copyright);
(f) database rights;
(g) rights in and to confidential information (including know how and trade secrets); and
(h) all other intellectual property rights, in each case subsisting at any time in any part of the world (whether registered or unregistered)and (i) any pending applications or rights to apply for registrations of any of these rights that are capable of registration in any country or jurisdiction and (ii) any similar or analogous rights to any of these rights, whether arising or granted under the laws of England and Wales or in any other jurisdiction.
Invoice shall have the meaning given in Condition 7.2.
Loss shall have the meaning given in Condition 9.2.
MSA shall have the meaning given in Condition 17.
Order means our purchase order for the Goods and/or Services as set out in our purchase order form or in our written acceptance of your quotation, as the case may be.
Product Recall means Goods withdrawal, recall, stock recovery, suspension or warning.
Regulatory Requirements means, in relation to any jurisdiction where the Goods and/or Services are intended to be marketed and/or supplied and/or sold, all applicable laws, enactments, orders, regulations, code of practice, guidance and other instruments relating to the Goods and/or Services (including the design, manufacture, packaging, labelling, storage, handling, marketing, sale, import, export and/or Delivery of the Goods and/or supply of the Services) imposed by any governmental, regulatory or trade body from time to time. Services means the services (or any part of them) to be provided pursuant to the Contract. Specification means the requirements of the Goods and/or Services as set out in the Order or as otherwise agreed in writing by the parties(e.g. in a supplier framework agreement) and/or the technical specifications, warranty documentation and/or the documents detailing the requirements of the Goods and/or Services (including but not limited to any catalogue or sales literature) and, in the event of any inconsistency, any specification attached to the Order or agreed in writing by us and you shall take precedence over any catalogue or sales literature.
Supply Chain shall have the meaning given in Condition 17.1.
Wolseley Operations Manual means the manual which sets out how you should transact business with us as made available to you from time to time.
Wolseley Materials shall have the meaning given in Condition 11.
Wolseley Party means Wolseley UK Limited (company number 00636445) or any of its Affiliates from time to time.