A simpler and more rewarding experience for installers, all in one place.
Discover our comprehensive range of courses and videos designed to enhance your skills and knowledge.
1.1 Definitions. In these Conditions, the following definitions apply:
Baxi Genuine Parts: means a trading division of Baxi Heating Limited of Brooks House, Coventry Road, Warwick, Warwickshire CV34 4LL and Company No. 03879156.
Baxi Genuine Parts Returns Policy and Procedure: the document attached to the back of these Conditions and updated from time to time which sets out the warranty and returns provisions which apply to Goods provided under the Contract.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document, as amended from time to time in accordance with clause 12.6.
Contract: the contract between Baxi Genuine Parts and the Customer for the sale and purchase of the Goods in accordance with these Conditions and (where applicable) any Trading Agreement between the parties.
Customer: the person or firm who purchases the Goods from Baxi Genuine Parts.
End User: the end user to whom the Customer sells any Goods.
End User Warranty Period: the period of twelve (12) months commencing on the day after the date of delivery of the Goods by (or on behalf of) the Customer to the End User.
Force Majeure Event: means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer's order for the Goods.
Specification: any specification for the Goods as published by Baxi Genuine Parts from time to time (including online).
Trading Agreement: means (where applicable to the Customer) the trading agreement entered into by Baxi Genuine Parts and the Customer from time to time setting out supplemental terms and additional information.
Warranty Period: means:
(a) an initial period of three (3) months from the date of delivery of the Goods to the Customer; plus
(b) (provided the Customer resells the Goods to an End User within the three (3) month period referred to at (b) above), the End User Warranty Period.
1.2 Construction. In these Conditions, the following rules apply:
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
2.3 The Order shall only be deemed to be accepted when Baxi Genuine Parts issues an order acknowledgment (which may be issued via email), at which point the Contract shall come into existence incorporating these Conditions.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Baxi Genuine Parts which is not set out in the Contract.
2.5 If there is any inconsistency or conflict between any of the provisions of any applicable Trading Agreement, these Conditions and the Baxi Genuine Parts Returns Policy and Procedures, the following order of precedence shall apply:
3.1 Baxi Genuine Parts reserves the right to amend the Specification at any time including if required by any applicable statutory or regulatory requirements.
4.1 Baxi Genuine Parts shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Baxi Genuine Parts reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.2 Subject to clause 4.4, Baxi Genuine Parts shall deliver the Goods:
4.3 In either case, delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
4.4 Where it has been agreed between the parties that the Customer shall collect the Goods, the Goods shall be delivered ex works (at a collection location specified by Baxi Genuine Parts). Delivery of the Goods shall be completed on the Goods being placed at the disposal of the Customer at the collection location.
4.5 Any dates quoted for delivery by Baxi Genuine Parts are approximate only, and the time of delivery is not of the essence. Baxi Genuine Parts shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Baxi Genuine Parts with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If the Customer fails to accept delivery of the Goods on Baxi Genuine Parts making delivery of them (or the Customer fails to promptly collect the Goods in circumstances where the parties had agreed that the Customer shall collect the Goods) then:
4.7 If 5 Business Days after the date of the Failed Delivery Notice the Customer has not accepted delivery or collected (as the case maybe), Baxi Genuine Parts may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs and charge the Customer for any shortfall below the price of the Goods.
4.8 The Customer shall not be entitled to reject the Goods if Baxi Genuine Parts delivers up to and including 10% more or less than the quantity of Goods ordered. Subject to reasonable investigation and verification by Baxi Genuine Parts as to the actual amount delivered, a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.
4.9 Baxi Genuine Parts may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.1 Baxi Genuine Parts warrants that on delivery and for the Warranty Period the Goods shall:
5.2 Subject to clause 5.3, if:
5.3 Baxi shall not be liable for Goods' failure to comply with the warranty set out in clause 5.1 upon the occurrence of any one or more of the following events:
5.4 The Customer undertakes to notify Baxi Genuine Parts of any Goods damaged in transit within seven days of delivery to Customer. Failure to do so could result in the Customer being unable to claim replacement Goods from Baxi Genuine Parts.
5.5 Baxi Genuine Parts accepts that the Customer may make returns upon other limited grounds only (such grounds not being covered by the warranty in this clause 5) as such limited grounds are set out in section 4 of the Baxi Genuine Parts Returns Policy and Procedure.
5.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract. Further all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated, whether by statute, common law or otherwise, are hereby excluded to the fullest extent provided by law.
6.1 Where the Customer (as a merchant) resells the Goods to any End User, the End User shall have the benefit of the warranty in clause 5.1 for the duration of the End User Warranty Period, subject to the Customer (and, as applicable, the End User) complying with the remaining provisions of clause 5 and the Baxi Genuine Parts Returns Policy and Procedure.
6.2 Baxi Genuine Parts strongly recommends to the Customer that it is good practice to gain proof of purchase for guarantee returns from their End User, clearly showing the date that the item was purchased and delivered to the End User for the purposes of determining the date upon which the End User Warranty Period commenced. Adoption of this practice reduces the risk of disagreement with both End Users and with Baxi Genuine Parts.
6.3 Baxi Genuine Parts further recommends that Customers should, when placing an Order for Goods, take into account:
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title to the Goods shall not pass to the Customer until the earlier of:
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
7.4 Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Baxi Genuine Parts receives payment for the Goods. However, if the Customer resells the Goods before that time:
7.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 9.2, then, without limiting any other right or remedy Baxi Genuine Parts may have:
8.1 The price of the Goods and any additional carriage costs shall be the price set out in the Baxi Genuine Parts order acknowledgment, or, if no price is quoted, the price set out in its published price list in force as at the date of delivery (as amended by the terms of any applicable Trading Agreement). For the avoidance of doubt, the price on the order acknowledgement (or the published price list if applicable) shall override any purported price on any Customer documentation or order to Baxi Genuine Parts.
8.2 Where the parties have entered into a Trading Agreement then the Trading Agreement may set out details of any additional charges payable by the Customer for example as regards carriage charges for non-standard delivery.
8.3 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from Baxi Genuine Parts, pay to Baxi Genuine Parts such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
8.4 Baxi Genuine Parts may invoice the Customer for the Goods on or at any time after the completion of dispatch or making the Goods available for collection (as applicable).
8.5 The Customer shall pay the invoice in full and in cleared funds on or before the end of the month following the month in which the invoice was dated.
8.6 If the Customer fails to make any payment due to Baxi Genuine Parts under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc base rate from time to time. 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 Customer shall pay the interest together with the overdue amount.
8.7 The parties shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
9.1 If the Customer becomes subject to any one or more of the events listed in clause 9.2, Baxi Genuine Parts may terminate the Contract with immediate effect by giving written notice to the Customer.
9.2 For the purposes of clause 9.1, the relevant events are:
9.3 Without limiting its other rights or remedies, Baxi Genuine Parts may suspend provision of the Goods under the Contract or any other contract between the Customer and Baxi Genuine Parts if the Customer becomes subject to any of the events listed in clause 9.2.1 to clause 9.2.12, or Baxi Genuine Parts reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.4 On termination of the Contract for any reason the Customer shall immediately pay to Baxi Genuine Parts all of Baxi Genuine Parts' outstanding unpaid invoices and interest.
9.5 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
10.1 Nothing in these Conditions shall limit or exclude Baxi Genuine Parts' liability for:
10.2 Subject to clause 10.1, Baxi Genuine Parts shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
11.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event.
12.1 Assignment and other dealings.
12.2 Notices.
12.3 Severance.
12.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.5 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
12.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by Baxi Genuine Parts.
12.7 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
12.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
1.1 All Goods purchased from Baxi Genuine Parts are guaranteed. For all Goods the period of the guarantee is 12 months and the date when the period starts to run is detailed in the section called "Warranty Period” below.
1.2 Baxi Genuine Parts strongly recommends to Customers that it is good practice to gain proof of purchase for warranty returns from the End User, clearly showing the date that the Goods were purchased. Where adequate proof of purchase is absent, Baxi Genuine Parts will refer to the Customer Order date (shown on the original invoice issued by Baxi Genuine Parts), or the date code on the Goods, in order to determine whether the Warranty Period will apply.
1.3 During the Warranty Period we guarantee that all claims will be honoured and faulty materials will be duly credited, providing the Goods' failure is not due to normal wear and tear, misuse, neglect or faulty adjustment by the user, and that the installation procedures have been followed in accordance with Baxi Genuine Parts instructions, as appropriate. The specific terms applicable to this guarantee and the Warranty Period are detailed in this document and the Baxi Genuine Parts Conditions of Sale.
2.1 Baxi Genuine Parts will not be liable for any claims for the reimbursement of costs incurred for Goods purchased from a third party, without the prior written permission of Baxi Genuine Parts. The reimbursement of labour charges incurred with a third party is not covered by the guarantee.
2.2 Notwithstanding the above, this guarantee is in addition to the Customer's statutory rights, which would remain unaffected.
3.1 The Warranty Period for Baxi Genuine Parts Goods is:
3.2 It is a condition of the Baxi Genuine Parts warranty set out in the Conditions of Sale and herein that all Goods are returned to Baxi Genuine Parts' distribution centre in a complete state.
3.3 Baxi Genuine Parts strongly recommends to Customers that it is good practice to gain proof of purchase for warranty returns from the End User, clearly showing the date that the Goods were purchased. Adoption of this practice reduces the risk of disagreement with both your own customers and with Baxi Genuine Parts.
3.4 For the purposes of 3.1 above, End User Warranty Period means a further twelve (12) months commencing on the day after the date of delivery of the Goods to the End User.
4.1 The following refers to the return of Goods that are being sent back for reasons other than those covered by the warranty, and will be issued at Baxi Genuine Parts' discretion:
4.2 Incorrectly Received Goods - Where the error in despatch is clearly attributable to actions or omissions made by Baxi Genuine Parts.
4.3 Incorrectly Advised - Where the Customer is incorrectly advised by a member of the Baxi Genuine Parts sales team regarding the purchase of Goods.
4.4 Goods Received Damaged - Where Baxi Genuine Parts is notified of the damage to Goods within 7 days of delivery to the Customer and prior to the Goods being returned to the Club Street distribution centre.
4.5 Goods No Longer Required / Excess Stock - The Customer will be required to communicate in writing or by telephone with the Brooks House office of such Goods. All such Goods will be subject to a 25% restocking charge as a sale or return policy is not operated by Baxi Genuine Parts.
5.1 Damaged or broken low value decorative Goods - Upon receiving notice of such damaged or broken Goods, Baxi Genuine Parts shall raise credit immediately and the Customer shall be responsible for reordering the Goods. Baxi Genuine Parts may advise the Customer that Goods such as casing panels, trims, coals, ceramics and glass fronts should not be returned.
6.1 The Baxi Genuine Parts Customer will return all Goods to the Club Street distribution centre, when there is a claim for credit (in accordance with these guidelines) - provided that the Goods are covered by the Baxi Genuine Parts guarantee and that the Goods are returned complete. For Goods returned under section 4 of this guarantee, please fax or email a copy of the Delivery/Despatch Note, indicating what is wrong with the Goods to the Baxi Genuine Parts Brooks House office , marked for the attention of 'Returns'. Please note that we do not add to orders once they have been processed on the system, all replacements must be ordered on a new Order Number by the Customer.
6.2 Please note that no Goods are to be returned to the Baxi Genuine Parts office at Warwick, this is an administrative centre only. In the event that Goods are returned to Baxi Genuine Parts at Warwick, Baxi Genuine Parts reserve the right to scrap the Goods in question without liability (including without liability to issue a credit note) to the Customer.
6.3 The address for returns is:
Baxi Genuine Parts Returns
Baxi Heating
Club Street
Bamber Bridge
Preston
PR5 6FN
Returns Tel: 0344 800 2610
Email: parts.credits@baxi.co.uk
Fax: 01772 646 531
7.1 Returned Goods must be accompanied with paperwork which must include the following information:
7.2 Baxi Genuine Parts will undertake to respond to all requests for credit within 21 days from receipt of the Goods at the Club Street distribution centre.
8.1 Where the Customer has returned Goods, and credit has not been granted, the Goods will be retained by Baxi Genuine Parts for a period of three weeks from the date that the Customer was notified of the decision.
8.2 If the Customer requires the Goods back, collection must be arranged by the Customer, at their expense, and within three weeks of the date of notification by Baxi Genuine Parts.
8.3 If the Customer has instructed a carrier to collect non-credited Goods from Baxi Genuine Parts the Customer must notify Baxi Genuine Parts two Business Days prior to the carrier arriving to collect the Goods.
8.4 The Customer may request Baxi Genuine Parts to scrap the Goods. However, if no response is received at the end of the three week period, Baxi Genuine Parts will assume that the Customer does not wish to have the Goods returned and they will be duly scrapped.
8.5 Where credit is refused an explanation will be available to the Customer, including where credit is refused pursuant to paragraph 6.2.
