General Conditions of Sale
Last updated July 2023
The Terms and Conditions encompass the combined UK brands;
- Gas Direct Limited
- Gas Direct Cymru Cyfyngedig
- SIG Industrial Gases Limited
Definitions
In this Agreement:
1.1. “Supply Location” means the premises referred to on the Signature Page where we supply, and you use the Products.
1.2. “Products” means the gases or products (in liquid or compressed form) referred to on the Signature Page.
1.3. “Equipment” means the storage equipment and materials (other than Products and Containers) we make available to you.
1.4. “Containers” means cylinders or other containers (including the valves, valve guards, frames, and other ancillary equipment) in which we deliver Products to you.
1.5. “HM” means one hundred cubic metres at 15°C and 1013 millibars.
1.6. “MG” or “MT” means one metric tonne.
1.7. “Safety Data Sheets” mean the documents referred to on the Signature Page as issued or revised from time to time.
1.8. “Standards” means the industrial grade specifications for the Products (unless otherwise agreed in writing) contained in the Safety Data Sheets.
1.9. “PSSR” means the Pressure Systems Safety Regulations 2000 and any modification, substitution, or re-enactment of those regulations from time to time.
1.10. “Data Protection Legislation” means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations, and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
1.11. “GDPR” means General Data Protection Regulation ((EU) 2016/679).
Consumer Credit Act 1974
2.1. If you operate as a sole trader, in partnership, or otherwise than through a limited company, this Agreement does not apply to the hiring of Equipment and Containers. Such hiring will be governed by the terms of a separate regulated consumer hire agreement and not this Agreement.
Supply
3.1. For the duration of this Agreement, you will purchase from us all your requirements for the Products at the Supply Location.
3.2. If you require Products to be supplied by different means or in excess of your estimated monthly usage as stated on the Signature Page, we will discuss this with you in good faith with a view to meeting your requirements where reasonably possible.
Delivery
4.1. We will deliver the Products to you at the Supply Location. Any delivery date we give is approximate only and we will not be liable for late delivery.
4.2. Risk in the Products and in any Equipment, we sell to you shall pass to you on delivery. Ownership will not pass until you have paid us in full.
4.3. You will provide a safe and suitable place for Products or Equipment that we deliver to the Supply Location.
4.4. If you collect Products or Equipment from us or our agent, the delivery takes place when the Containers or Equipment are loaded onto your vehicle. You are responsible for the suitability of the vehicle, safe handling of the load, and compliance with regulations relating to the carriage of dangerous goods by road.
4.5. You must verify the quantity of Products delivered at the time of delivery. If you do not give us written notice of short delivery within 5 days of delivery, we will treat the amount stated in the delivery advice note as conclusive.
Containers and Equipment
5.1. The Containers and any Equipment (unless sold to you) remain our property and you must not allow any other person to acquire possession or rights in respect of them.
5.2. You will ensure that Containers are not damaged and that any lifting or movement of Containers is undertaken by mechanical means which do not expose them to damage. You must pay the cost of repairing or maintaining any Container damaged or misused while in your possession or control unless we consider that it should be treated as destroyed.
5.3. You must pay us the current replacement cost (as we determine) for any Container lost or destroyed while in your possession or control. If at any time you do not have in your possession or control the number of Containers delivered to you (less Containers returned) we may treat the shortfall as lost. If you subsequently recover any Container which was treated as lost, you will return it to us and we will repay the amount you have paid for its loss less an amount equal to the rental charge which would have been payable for the period during which the Container was treated as lost.
5.4. The Equipment (unless sold to you) will be at our risk and we are responsible for its repair and maintenance. You must pay for any damage to Equipment caused by your neglect or default.
5.5. We may install additional/or alternative Equipment at the Supply Location at your expense to minimise any incremental costs resulting from a variation in your requirements for Products.
5.6. You must pay the costs of installing, removing, transporting, and making good the Equipment. You will not be entitled to any credit for Products left in the Equipment on removal.
5.7. We may move the Equipment to another location at the Supply Location at your expense if you require, or if we consider this to be necessary for reasons of safety or access.
5.8. You will obtain necessary consents of the relevant public authorities to install and operate the Equipment.
5.9. You will always give access to us, at all times, to install, maintain and repair the Equipment and remove it on termination of the Agreement.
5.10. The Equipment is designed and installed in conformity with the relevant technical specification. You will advise us of any change in process conditions and/or scope and will be responsible for any costs resulting from alterations to the Equipment and/or the technical specification.
5.11. You are responsible for operating and maintaining the Equipment as detailed in the relevant Standards. You must pay for any damage or replacement of Equipment caused by your neglect or default (which shall include contamination by your processes or operations), or failure to observe good engineering or operating practices.
5.12. You may not use the Containers or Equipment except for the transport, delivery, and storage of our Products without our prior written consent. You shall not permit anyone other than our personnel to do anything with the Equipment except undertake specific activities in accordance with our operating instructions.
5.13. Unless otherwise agreed in writing you are responsible for discharging the responsibilities of a user of the Equipment in accordance with the PSSR. We will carry out this work on your behalf at the rate applicable from time to time.
Charges and Payment Terms
6.1. You must pay all prices and charges set out on the Signature Page.
6.2. Prepaid contracts will automatically renew unless a minimum of 3 months written notice is given prior to the end of the prepaid term.
6.3. From time to time, we will specify a day or days during each rental period when we will assess the number of Containers in your possession or control and you must pay the rental charges calculated on that number. If the number of any type of Containers exceeds the actual number delivered since the immediately preceding assessment you must pay the additional monthly rental charge specified in the Signature Page.
6.4. The due date is shown on the invoice. All payments shall be made without set-off or deduction and shall be by direct debit. If you wish to query an invoice, you must do so within 15 days from the date of the invoice. Non-direct debit invoices may be subject to an incasso charge.
6.5. All sums chargeable pursuant to this Agreement are exclusive of value added tax, duty, and similar impositions.
6.6. We may charge interest on any sum overdue accruing in the period from the date it becomes overdue until the date of payment at the applicable rate for late payment of commercial invoices under applicable regulations. Time of payment by the Customer shall be of the essence of this Agreement.
6.7. If any payment is overdue, we may withhold or suspend the delivery of Products or provision of services to you until we have received all overdue amounts.
Force Majeure
If we are prevented or delayed from performing any of our obligations under this Agreement by normal means due to or any circumstances beyond our reasonable control we may, without liability and at our discretion, suspend or terminate performance, or allocate available Products during the period we are affected by such circumstances. To the extent that we are thus unable to perform, you may, upon prior written notice to us, purchase at your own risk and cost such quantities of Products from another supplier.
Review of Charges
8.1. We may increase the price of our Products to take account of changes in the cost of materials, labour, and electricity.
8.2. If the cost of supplying Gases to you increases due to any tax or duty affecting such supply, (e.g. energy or environmental taxes, etc.) then you will pay us the amount of such increase.
8.3. If we purchase any gases from third parties, we may charge you the price that we pay those third parties.
8.4. We may also request an increase in our prices and charges if our costs increase. If after negotiation we are unable to agree a reasonable increase, we may give you 30 days’ notice to terminate this Agreement.
Warranty
9.1. Our liability to you is solely as set out in this clause.
9.2. We accept full liability for personal injury or death to the extent resulting from our negligence.
9.3. We guarantee that (a) the purity of the Products is not less than that stated in the relevant product data sheet, (b) the Equipment will conform to its description and (c) the Containers as supplied are suitable for conveying and holding the Products and will comply with any mandatory requirements in respect of periodic testing. It is your responsibility to ensure that the Products are suitable for your intended usage.
9.4. Our liability for physical damage to your property caused by our breach of contract, our negligence, or otherwise in connection with our performance of this Agreement is limited to £500,000 in respect of any one incident or series of connected incidents.
9.5. Our liability to you for any costs or losses caused by the supply of defective Products, Containers or Equipment is limited to the value of the Products which are the subject of the claim.
9.6. All implied warranties and conditions as to quality, description, and fitness for purpose (whether statutory or otherwise) are excluded. No statements or representations made, or information supplied by us shall form part of this Agreement unless specifically incorporated.
9.7. We are not liable to you for loss of profits, loss of margin, loss of use, loss of contract, loss of goodwill or custom, or any indirect or other consequential or economic losses whatsoever, whether caused by or resulting from our breach of contract, negligence, breach of statutory duty.
9.8. You indemnify us against any loss, damage or claims arising from our presence on the Supply Location or from the improper use, storage or handling of the Products, Equipment or Containers, except to the extent caused by our breach of contract or negligence.
Condition
Our commitment to supply you is conditional on Gas Direct being and remaining satisfied with your creditworthiness. We may revise your payment terms or require payment in advance if we reasonably consider your credit status is at risk.
Priority of Documentation
The supply of the Products, Containers and Equipment is governed by this Agreement regardless of whether you have issued forms to us incorporating you own terms and conditions.
Termination
12.1. We may immediately terminate this Agreement if you commit an act of bankruptcy or go into administration or liquidation, or any preparatory steps in respect of such proceedings are taken. Such termination shall be without prejudice to any other rights we may have.
12.2. We may immediately terminate this Agreement if any court or other competent authority determines any of its provisions are unenforceable.
12.3. If you have selected a pre-payment contract, you may terminate this agreement at any time by giving 3 months written notice. If the termination takes effect before the end of the prepaid period stated overleaf, we will reimburse the pre-paid rental charges for each whole unexpired year, after deduction of reasonable administrative charges.
12.4. Either of us may terminate this Agreement by written notice if the other party is in substantial breach of its terms and has failed to remedy the breach within 30 days of such notice.
12.5. Termination of this Agreement, however arising, shall not affect the accrued rights and obligations of either party. On termination the price of any Products and/or equipment delivered and not paid for, and any unpaid rental charge, shall become immediately due and payable.
12.6. On suspension or termination of this Agreement we may recover possession of any of our Equipment and Containers and you irrevocably authorise us to enter the Supply Location for this purpose.
Confidentiality and Privacy
13.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, including but not limited to information relating to a party’s operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers, except as permitted by Clause 13.2.
13.2. Each party may disclose the other party’s confidential information:
13.2.1. to its employees, officers, representatives, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other party’s confidential information comply with this Clause 13; and
13.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
13.4. Each party warrants that it shall always comply with its obligations under applicable Data Protection Legislation. In the event and to the extent of any conflict between this Agreement and applicable Data Protection Legislation, the provision(s) of applicable Data Protection Legislation shall govern.
Interpretation
14.1. This Agreement is subject to English law.
14.2. Clause headings used in this Agreement do not affect its interpretation.
14.3. This Agreement may not be varied unless we each agree in writing.
14.4. Any delay by us or you in enforcing our respective rights shall not be deemed a waiver of such rights.
14.5. In any index, bank rate or publication by which a charge is to be calculated pursuant to this Agreement is not available at the usual time, the reference standard to be used instead shall be such as is agreed by the parties or, at our option, as is specified by an expert (acting as such) appointed by the President for the time being of the Chemical Industries Association.
Safety Data Sheets
You acknowledge having received copies of the Safety Data Sheets. Additional copies are available on request.