Terms and Conditions of Trade (B2B Wholesale)
These Terms and Conditions (“Terms”) apply to all sales of goods and services supplied by Midsummer Energy Ltd (“the Supplier”) to any business customer (“the Customer”). These Terms apply to wholesale and distribution transactions only.
By placing an order, making payment, collecting goods, or accepting delivery, the Customer agrees to be bound by these Terms.
1. Application and Precedence of Terms
1.6 No variation to these Terms, nor any framework, supply, or purchasing agreement proposed by the Customer, shall be binding unless expressly incorporated into a written agreement signed by authorised representatives of both parties.
2. Orders and Acceptance
2.1 Orders may be placed via the Supplier’s website, by telephone, email, or approved design or ordering platforms.
2.2 The Customer is responsible for verifying the accuracy of all quotations, proformas, order confirmations, specifications, delivery details, and quantities prior to confirming an order.
2.3 The Supplier will issue an order confirmation following receipt of an order. Unless the Customer notifies the Supplier in writing of any error or objection within one (1) working day of issue or prior to despatch (whichever occurs sooner), the order confirmation shall be deemed accepted and shall form a binding contract.
2.4 Without limitation to clause 2.3, any of the following shall also constitute acceptance of the order and these Terms:
payment of a proforma invoice;
written confirmation of the order;
collection of goods;
acceptance of delivery; or
any instruction to proceed with procurement, preparation, or dispatch.
2.5 Orders may generally be amended or cancelled up to 24 business hours (9am to 5:30pm) prior to despatch. All amendments or cancellations may incur charges, the amount of which will depend on the stage of processing and nature of the goods:
Specifically sourced or bespoke items: charges may be substantial to cover procurement, handling, or restocking costs.
Goods already dispatched and recalled: charges will generally be moderate to cover transport and administrative costs.
General stock items, prior to picking and packing: no charge will typically apply.
2.6 Once accepted, orders may not be amended or cancelled outside the provisions of clause 2.5 without the Supplier’s written agreement.
2.7 The Supplier reserves the right to refuse or cancel any order prior to despatch.
3. Quotations and Pricing
3.1 Quotations are valid for 30 calendar days unless stated otherwise.
3.2 Orders scheduled for dispatch more than 30 days after confirmation may be subject to price variation.
3.3 Prices and specifications may be changed or withdrawn prior to order acceptance.
3.4 All prices are exclusive of VAT and delivery unless stated otherwise..
4. System Design and Technical Responsibility
4.1 The Customer is solely responsible for system design, specification, engineering suitability, regulatory compliance, and installation.
4.2 Any design guidance, software outputs, technical information, or documentation provided by the Supplier is provided for general guidance only and must be independently verified by the Customer.
4.3 Standard kit configurations and calculations are based on generalised assumptions and may not reflect site-specific conditions. The Customer must verify all structural, environmental, and installation requirements prior to purchase and installation.
4.4 The Supplier accepts no liability for system design, performance outcomes, or installation suitability.
5. Product Information and Availability
5.1 Product information and documentation are provided in good faith but are not guaranteed to be complete, current, or error-free.
5.2 Goods are supplied subject to availability.
5.3 The Customer is responsible for confirming suitability of products for their intended use.
6. Payment and Credit Terms
6.1 Unless a credit facility has been approved, payment must be received in cleared funds prior to dispatch or collection.
6.2 Credit facilities are granted at the Supplier’s discretion and may be withdrawn or amended at any time.
6.3 Late payment may result in suspension of supply and withdrawal of credit.
6.4 The Supplier’s credit terms forms part of these Terms
7. Retention of Title
7.1 Legal title to goods remains with the Supplier until full payment has been received for the goods and all other sums owed by the Customer.
7.2 Until title passes, the Customer shall store goods separately and clearly identified as the Supplier’s property.
7.3 The Supplier may recover goods where payment has not been made in accordance with agreed terms.
8. Delivery and Risk
8.1 Delivery dates and times are estimates only and not guaranteed.
8.2 The Supplier shall not be liable for any costs or consequential losses arising from failed or delayed deliveries or failed timed services.
8.3 Deliveries are normally kerbside only unless otherwise agreed.
8.4 The Customer must ensure suitable access to receive goods. Any access restrictions must be notified when placing the order, and may incur additional delivery charges. Failed deliveries resulting from access issues may incur additional charges.
8.5 The Customer must ensure suitable authorised personnel are available to receive goods. Any redeliveries required as a result of personnel not being present may incur additional charges.
8.6 Risk in the goods passes to the Customer upon delivery or collection.
9. Inspection and Notification
9.1 The Customer must inspect goods immediately upon delivery and prior to installation and any damage, shortages, or other discrepancies should be reported immediately. All issues must, in any event, be reported to the Supplier within two (2) working days of delivery.
9.2 If goods have been moved, unpacked, or installed before reporting, the Supplier may, at its discretion, refuse claims or limit liability to the extent that such handling has contributed to or obscured the damage or discrepancy.
9.3 Failure to notify the Supplier within this period constitutes acceptance of the goods as delivered and limits any claim.
9.4 The Supplier’s liability for delivery damage or shortages is limited to replacement, repair, or credit for the affected goods only.
10. Manufacturer Warranties and Product Faults
10.1 All product warranties and guarantees are provided solely by the manufacturer unless expressly stated otherwise.
10.2 The Supplier acts only as distributor and provides no independent product warranty.
10.3 Fault claims must be processed in accordance with manufacturer procedures.
10.4 The Customer must follow manufacturer installation and operating instructions.
10.5 The Supplier may assist administratively but is not responsible for manufacturer decisions or timescales.
10.6 Replacement goods supplied prior to manufacturer fault confirmation may be chargeable until fault verification.
11. Returns
11.1 All returns require prior authorisation.
11.2 Goods must be returned in resalable condition unless faulty.
11.3 Unauthorised returns may be rejected.
11.4 Unwanted goods may be subject to restocking charges.
11.5 Bespoke or special-order goods are non-returnable unless faulty.
11.6 The Supplier’s B2B Returns Policy forms part of these Terms.
12. Limitation of Liability
12.1 The Supplier’s total liability shall not exceed the invoiced value of the goods supplied.
12.2 The Supplier shall not be liable for indirect or consequential loss, installation costs, loss of profit, project delay, or operational downtime.
13. Collections
Collections must be pre-booked. Risk transfers at collection.
14. Customer Conduct
The Supplier may suspend accounts where behaviour toward staff is abusive or threatening.
15. Governing Law
These Terms are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the English courts.
16. Acceptance
Use of services, placement of orders, or receipt of goods constitutes acceptance of these Terms.
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