Terms & Conditions of Sale
In this document the following words shall have the following meanings:
"Buyer" means the organisation or person who buys Goods from the Seller;
“Buy Price” means the price of Goods including VAT and any other applicable costs as amended from time to time.
"Goods" means the articles to be supplied to the Buyer by the Seller;
"Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
"List Price" means the price of Goods excluding VAT as amended from time to time;
"Seller" means Whirlpool UK Appliances Limited, company number 00106725, with its registered address at Morley Way, Peterborough, PE2 9JB.
“Website” means b2b.hotpoint.co.uk
Any reference to “writing” shall include email.
2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer on the Seller’s Website to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any other terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been accepted by the Seller in writing.
2.2 The Buyer acknowledges that the Seller reserves the right to amend the Terms and Conditions from time to time without notification.
3.1 The Seller’s acceptance of the Buyer’s order will take place when the Seller emails the Buyer with an order confirmation, at which point a contract will come into existence.
3.2 If the Seller is unable to accept the Buyer’s order, it will inform the Buyer of this in writing and will not charge for the Goods.
3.3 The Seller will assign an order number and inform the Buyer after it accepts the order.
3.4 The Seller will only deliver to the United Kingdom, the Scottish Highlands and Islands, the Isle of Wight and the Isle of Man. Unfortunately, we do not deliver to addresses outside of the United Kingdom, the Scottish Highlands and Islands, the Isle of Wight and the Isle of Man. The availability of goods, the delivery times and charges may vary depending upon the destination.
4. GOODS INFORMATION
4.1. The images of the Goods on our website are for illustrative purposes only. Although we have made every effort to display the goods accurately, we cannot guarantee that a device's display of the goods is accurate.
5. PRICE AND PAYMENT
5.1 The price shall be the Buy Price, or such other price as the parties may agree in writing. The Website shall also display the List Price for Goods.
5.2 The Seller reserves the right to alter prices or withdraw and modify Goods from time to time.
5.3 Payment of the Buy Price shall include VAT and any other applicable costs. Payment must be made before delivery or by the last day of the following month in which the Buyer receives an invoice for the Goods subject to the Supplier approving credit terms for the Buyer. Credit terms may be removed by the Seller without explanation and at any time upon written notice.
5.4 The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 2.50%per annum above the base rate of the Bank of England.
5.5 If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
5.5.1 require payment in advance of delivery in relation to any Goods not previously delivered;
5.5.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatsoever to the Buyer for non-delivery or any delay in delivery; or
5.5.3 terminate the contract.
6. RISK AND TITLE
6.1 Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the Seller's premises.
6.2 Title in the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1 the Goods; and
6.2.2 all other sums which are or which become due to the Seller from the Buyer on any account.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
6.3.1 hold the Goods on a fiduciary basis as the Seller’s bailee;
6.3.2 store the Goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property;
6.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.4 maintain the Goods in satisfactory condition insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request, the Buyer shall show the policy of insurance to the Seller; and
6.3.5 hold the proceeds of the insurance referred to in clause 6.3.4 on trust for the Seller and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
6.4.1 any sale shall be made in the ordinary course of the Buyer’s business at full market value and the Buyer shall hold and account to the Seller part of the proceeds of sale as represent the amount owed by the Buyer to the Seller and the Buyer shall account to the Seller accordingly; and
6.4.2 any such sale shall be a sale of the Seller’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
6.5 The Buyer’s right to possession of the Goods shall terminate immediately:
6.5.1 if any of the events described in Conditions 9.1.1 to 9.1.6 inclusive occur;
6.5.2 if the Buyer encumbers or in any way charges any of the Goods.
6.6 The Seller may recover payment for the Goods supplied even though ownership in them has not passed from the Seller.
6.7 Until such time as title in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Buyer to deliver them up to the Seller.
6.8 The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises, where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
6.9 If Goods repossessed by the Seller under clause 6.8 have depreciated in value from the price at which they were sold, the Seller may recover from the Buyer the difference between that price and the value of the Goods at the time they are repossessed.
7. DELIVERY SERVICE
7.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer within the timescale specified by the Seller.
7.2 The time of delivery specified by the Seller is an estimate only and shall not be of the essence of the contract.
7.3 The Seller shall use its reasonable endeavours to meet any stated delivery time. In any event, the Seller shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any third party arising directly or indirectly out of any failure to meet any estimated delivery time.
7.4 If the Seller is unable to commence delivery of the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected.
8. CANCELLATION AND RETURNS
8.1 The Seller shall process cancellations and returns in accordance with its Trade Parts/Credit Procedure detailed in Schedule 1.
9.1 The Seller may terminate the contract forthwith by written notice if:
9.1.1 the Buyer commits a breach or a series of minor or persistent breaches of any of these Terms and Conditions or any other contract or agreement with the Seller or other company within the Seller’s group;
9.1.2 any distress, execution or other process is levied upon any of the assets of the Buyer;
9.1.3 the Buyer has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose of reconstruction or amalgamation, or has a receiver and/or manager, administrator, or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer;
9.1.4 the Buyer ceases or threatens to cease to carry on its business;
9.1.5 the financial position of the Buyer deteriorates to such an extent that in the opinion of the Seller the capability of the Buyer adequately to fulfil its obligations under these Terms and Conditions has been placed in jeopardy; or
9.1.6 there is a change in legal identity, ownership or control of the Buyer which in the opinion of the Seller is detrimental to the Seller’s interests (and the Buyer shall immediately notify any such change or proposed change to the Seller).
9.2 If the Seller becomes entitled to terminate the contract:
9.2.1 all sums payable to the Seller by the Buyer under the contract or any other contract with the Seller or a member of the Seller’s group shall become immediately due; and
9.2.2 The Seller may cancel any orders in respect of which delivery has not been made to the Buyer without liability to the Buyer and the Seller may invoice the Buyer in respect of work carried out by the Seller pursuant to orders placed for Goods that have not yet been delivered.
9.3 The termination of the contract, howsoever arising, will be without prejudice to the rights and duties of the Seller accrued before termination. Conditions which expressly or impliedly have effect after termination will continue to be enforceable after termination.
10.1 Nothing in these Terms and Conditions limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) defective products under the Consumer Protection Act 1987; or
(d) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
10.2 Subject to clause 10.1, we will under no circumstances whatsoever be liable for any:
(a) loss of profits (whether direct or indirect) whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions;
(b) indirect or consequential loss whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions; or
(c) ex gratia or other compensatory payments made to a third party by you or on your behalf, arising under or in connection with these Terms and Conditions.
10.3 Subject to clauses 10.1 and 10.2, our total liability to you in respect of all other losses (including indemnified losses) arising under or in connection with these Terms and Conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price paid for the Goods.
10.4 Except as expressly stated in these Terms and Conditions, we do not give any representation, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms and Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
11. FORCE MAJEURE
11.1 The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
12. RELATIONSHIP OF PARTIES
12.1 Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
13. ASSIGNMENT AND SUB-CONTRACTING
13.1 The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.
14.1 The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
15.1 If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
16. INTELLECTUAL PROPERTY
16.1 The Buyer acknowledges and agrees that all Intellectual Property Rights in the Goods remains vested in the Seller.
16.2 The Buyer agrees that it shall not use any of the Seller’s Intellectual Property Rights without obtaining the Seller’s written authorisation
17. GOVERNING LAW AND JURISDICTION
17.1 These Terms and Conditions and any contracts formed under them shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
TRADE PARTS RETURNS/CREDIT PROCEDURE
DAMAGED PARTS/INCORRECT PART SUPPLIED
Seller to be notified within 7 days of any damaged Goods. A returns number will be provided by the Seller and the Buyer must clearly display the returns number when returning Goods. The Seller will then credit the returned spare parts once the goods are received. A replacement will be ordered when we are first notified of the damaged or incorrect part.
Whirlpool’s Trade credits team need to be notified within 7 days for all shortages, from receipt of the order. Normal procedure is to credit and reorder using the same order number, Once we are first notified.
Standard delivery is typically within 3-5 working days, however deliveries by some carriers may take longer. Please raise the delivery query with our Trade Credits Team. We do ask that you allow 7 working days for the consignment to be delivered.
If your delivery is an urgent order, we will reorder as a new chargeable order using the same PO number. A credit will be issued after the 14 days has expired, if your delivery does not arrive. Where possible we can provide a POD.
NO LONGER REQUIRED
If an order is placed incorrectly, we need to be notified within 7 days, and a 25% handling charge will be applied to return the Goods back into stock. The Goods needs to be returned by the Buyer at the buyers cost.
SPARE PART FAILURE WITHIN THE GUARANTEE PERIOD
Whirlpool Company Genuine Spare Parts are guaranteed for a period of twelve months provided that an appropriately trained engineer has fitted the part.
To ensure the company maintains a high level of quality we audit and check any part that has failed within twelve months of purchase.
You must provide us with:
Invoice Number for spare part purchase
Copy of trained Engineers Job Note / Invoice to the appliance owner (Should be signed and dated)
Name, Address, Telephone number of the owner of the appliance
We will then arrange to collect and investigate the faulty part.
We apologise for any inconvenience this may cause, however we require this information to fully investigate and resolve any potential problem.
When ordering modules /smartcards, pcbs and power boards these parts are sold on a non returnable basis.