Terms & Conditions
THERMALAIR CONDITIONS OF SALE AND INSTALLATION
In these Conditions of Sale:-
“The Company” means either Thermalair Limited or Thermalair Engineering Services Limited
“The Customer” means a person firm or company who or which (a) buys or agrees to buy goods from the Company (b) otherwise agrees with the Company to acquire goods from the Company for use or re-sale by him or (in case of a Company) any of its subsidiary or associated companies. “The goods” means the Thermalair unit or units and ancillary equipment which are the subject or a tender submitted to the Company by the Customer and accepted by the Company.
RESTRICTION ON VARIATIONS TO THE PRINTED CONDITIONS AND THE EXCLUSION OF TERMS AND CONDITIONS OF SALE OR PURCHASE OTHER THAN THOSE OF THERMALAIR
Unless the Company has confirmed any variation under the hand of one of its directors all the goods are sold or agreed to be sold by the Company on these conditions of sale and not otherwise and any term or conditions inconsistent herewith stipulated incorporated or referred to in any document of the Customer are hereby expressly excluded.
(A) THE PRICE
The price to be charged for the goods supplied by the Company shall be that quoted to the Customer and acknowledged in writing by the Company in its acceptance of the Company’s tender.
(B) THERMALAIR’S RIGHT TO ALTER THE SPECIFICATION OF ANY GOODS
The Company reserves the right in the event of any component parts or materials being unavailable to alter any specification (so far as may be necessary and so to adhere so far as reasonably practicable to the original specification) and to substitute other suitable component parts or materials. If suitable alternative component parts or materials are not available or any such alterations would result in any material change in the nature or capacity of the goods to be supplied the Company shall notify the Customer in writing whereupon either the Company or the Customer shall have the right to cancel the order without being liable for any loss or damage suffered by the other provided always that the Customer shall notify the Company in writing within seven days of receiving such notification if it intends to cancel the said order.
(A) THE EXTENT OF THE CUSTOMER’S REMEDIES FOR ANY DEFECTS
The Company undertakes that in the event of any defect being disclosed in any part or parts of the goods within six months of the date when such goods were delivered new to the Customer the Company will examine such part or parts and should any fault due to defective materials or workmanship be discovered on such examination the Company will repair the defective part or parts or supply free of charge a new part or parts in place thereof provided that:
- Written notice of complaint is given as soon as practicable after discovery of the defect.
- The defect has not been caused by carelessness improper treatment or operation inadequate lubrication or lack of proper or regular maintenance or faults or defects in flooring roofing services or other materials or accessories provided by the Customer.
- The judgement of the Company as to whether such part or parts is or are defective as to the cause of any defects shall in all cases be final and conclusive and the Customer shall accept its decisions on all such questions.
- If the Company shall supply a new part or parts in place of any defective part or parts then the defective part or parts shall become the property of the Company.
(B) EXCLUSION OF THERMALAIR’S LIABILITY FOR LOSSES ETC., FOR DEFECTS (EXCEPT WHERE EXCLUSION IS NOT ALLOWED BY LAW)
Save as aforesaid (and so far as such exclusions shall not be void) all terms conditions and warranties whether written or oral express or implied are excluded and the Company shall be under no liability (whether in contract or in tort) as a consequence of any defect in the goods or lack of fitness of the goods for any particular purpose or non-compliance of the goods with any description applied to them or any matter arising from the capacity output power or dimension of the goods whatever statements or representations may have been made at the time of or prior to the making of the contract between the parties.
Any date or time of delivery and/or installation of the goods is not to be of the essence of any contract unless stated therein as a “firm agreed date” initialled specifically by a director of the Company. Any other date shall be deemed to be merely estimated and the Company shall not in such case be liable for any delay in delivery (whatsoever the cause of such delay) nor for any loss or damage caused thereby or for any consequential loss or damage arisen therefrom.
TERMS FOR PAYMENT
Save where otherwise expressly agreed in writing under the hand of a director of the Company payment for all goods ordered from the Company, shall be due to 30% of the contract price on acceptance of the Company’s tender, as to 60% upon delivery of the goods and as to the balance within seven days after completion of the installation of the goods.
CUSTOMER’S DUTY TO OBTAIN CONSENTS
The Customer shall apply for and obtain all necessary consents permissions from the appropriate local planning fire and any other competent authority for the installation of the goods and any ancillary works before the work of installation is commenced and shall notify the Company in writing of any conditions imposed. The Customer shall indemnify the Company against all consequences of the infringement of any conditions or regulations not brought to the notice of the company as aforesaid by the Customer before the installation work is commenced. If any authority shall impose any condition with which the Company is unable or unwilling to comply the Company may rescind the contract and in such case shall refund to the Customer all monies paid by the Customer to the Company but without interest costs expenses or compensation.
CUSTOMER’S RESPONSIBILITY FOR SITE PREPARATION ETC
The Customer shall observe perform and be bound by the Company’s conditions as to site preparation and provision of services a copy whereof has been delivered to the Customer and such conditions shall be deemed to have been incorporated in and form part of the contract between the Company and the Customer.
CUSTOMER’S DUTY TO ENSURE ADEQUATE ACCESS ETC FOR INSTALLATION
The Customer shall procure that the Company is given access to all adequate workroom for the convenient installation of the goods and warrants that at the time of delivery the premises to which the goods are delivered will be made safe for the purposes of the installation thereof. The Customer shall be responsible for the component and equipment of the Company (other than the goods) while the same are on the Customer’s site and the Customer shall insure the same against loss or damage by fire explosion aircraft flood theft burglary and other usual comprehensive risks to the full value thereof.
If performance of the Company’s obligations to supply or install the goods in prevented delayed or interfered with by war strikes (whether of the Company’s own workforce or that of any third party) accidents force majeure or any other cause beyond the Company’s control either party may at its or his option postpone performance of the contract or cancel it altogether and in such circumstances neither party will be under any liability to the other.
RETENTION OF TITLE TO THERMALAIR UNTIL PAYMENT IN FULL IS MADE (AND THERMALAIR’S ANCILLARY RIGHTS)
- Ownership of the goods shall remain vested in the Company until payment of the whole of the price thereof has been received by the Company.
- If notwithstanding the foregoing the Customer re-sells or otherwise disposes of the goods or any part thereof before the whole of the price therefore has been received by the Company the proceeds of such resale or other disposition shall be held on trust for the Company until such reciept is complete.
- As from the time of arrival of the goods on the Customer’s premises they shall be at the risk of the Customer who shall arrange for the same to be insured (but not at the Company’s expense) against loss or damage from whatever cause arising and the Customer will do all acts necessary to keep such insurance in force until ownership passes in accordance with the provisions aforesaid.
- As from the time of delivery of the goods the Customer will
- keep the Company indemnified against all loss or damage to the goods from whatever cause the same may arise:
- indemnify and keep indemnified the Company from and against all proceedings actions costs charges claims demands and liabilities which may arise out of the use of the goods or in respect of the goods:
- pay all licence duties fees outgoings or other charges payable in respect of the goods for the period between the date of delivery and the passing of ownership in accordance with the provisions aforesaid and indemnify and keep indemnified the Company against any such payments:
- Until ownership in the goods passes to the Customer in accordance with the provision aforesaid the Company may at any time require the Customer (at the Customer’s expense) to deliver up the goods forthwith to the Company. In the event of the goods being delivered up to the Company under this sub-clause the Company will repay any part of the price already received by it less the amount of any other claim the Company may have against the Customer under this or any other contract or otherwise;
- Until ownership in the goods passes to the Customer in accordance with the provisions aforesaid the Company shall have the right and is hereby irrevocably granted a licence by the Customer to enter any premises in the occupation of or under the control of the Customer at any time upon giving not less than twelve hours’ notice (save in the case of emergency when none need be given) of its intention to do so for the purpose of obtaining possession of the goods:
- In the event that the Company re-takes possession of the goods by virtue of the provisions of this clause it shall be entitled to recover from the Customer a charge at the rate of 2% of the price of the goods for every week or part thereof the goods have been in the possession of the Customer and a reasonable commercial charge in respect of any additional expense incurred by the Company as a result of its retaking possession.
CONTRACT TO BE GOVERNED BY ENGLISH LAW UNLESS OTHERWISE AGREED.
All contracts entered into by the Company shall be governed in all respects by English Law and the Customer shall submit to the jurisdiction of the English Courts unless the Company shall elect in writing that an alternative jurisdiction applies to the contract concerned.
THERMALAIR’S RIGHT TO CHARGE INTEREST ON OVERDUE SUMS.
Interest on any sums due to the Company by the Customer under the terms of the contract will bear interest at the rate of 2% above the base lending rate from time to time of Barclays Bank Limited form the last date due for payment under the terms hereof or if no specific date for payment is given then seven days after the Company shall have notified the Customer of the amount due to it or the method of calculating the sum payable to it. Interest shall continue to be payable not with standing the fact that proceedings for recovery may have been instituted or any judgement for the payment thereof obtained.