1. DEFINITIONS, INTERPRETATION AND GENERAL
    1. In these Conditions:
      (a) ‘Company’ means Sol*Aire Heating Products Limited (registered
      in England number 6865938;
      (b) ‘Customer’ means the individual, firm, company or other party
      with whom the Company contracts;
      (c) ‘Euro’ means the single currency according to European
      Community law;
      (d) ‘International Supply Contract’ means such a contract as is
      described in section 28(3) of the Unfair Contract Terms Act 1977;
      (e) ‘Normal Business Hours’ means the hours of 8.30am to 4.30pm
      Monday to Friday (excluding English public and bank holidays);
      (f) ‘supply’ includes (but is not limited to) any supply under a contract
      of sale; and
      (g) ‘these Conditions’ means the standard conditions and any other
      terms of sale set out or referred to in the Company’s
      acknowledgment of order.
    2. The headings in these Conditions are for convenience only and are not for the purpose of interpretation.
    3. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
    4. If any provision of these Conditions (or of any other conditions or other terms that may be agreed in writing between the Company and the Customer) is or becomes illegal, void or unenforceable for any reason, the validity of the remaining provisions shall not be affected.
    5. Failure by the Company to enforce strict compliance with these Conditions by the Customer will not constitute a waiver of any of the provisions of these Conditions.
    6. References to clauses are to clauses of these Conditions, unless stated otherwise.
  2. CONTRACT TERMS, VARIATIONS AND REPRESENTATIONS
    1. No order in pursuance of any quotation or otherwise shall be binding on
      the Company unless and until such order is accepted by the Company.
      Any contract made between the Company and the Customer shall be
      subject to these Conditions and save as set out in these Conditions no
      representative or agent of the Company has authority to agree any terms
      or make any representations inconsistent with them or to enter into any
      contract except on the basis of them. Any such term representation on
      contract will bind the Company only if in writing and signed by a
      director of the Company.
    2. Unless otherwise agreed in writing by the Company (which shall include anything contained in any quotation delivered by the Company to the Customer) these Conditions shall apply to the exclusion of any terms and conditions stipulated or referred to by the Customer in his order or pre-contract negotiations or any inconsistent terms implied by law or trade custom, practice or course of dealing.
    3. Any general description contained in the Company’s catalogues or other advertising material or otherwise shall not form a representation or be part of the contract.
    4. Where the Company has not given a written acknowledgment of the Customer’s order these Conditions will nonetheless apply to the contract provided that the Customer has had prior notice of them.
    5. The Company reserves the right to correct any clerical or typographical error made by its employees at any time.
  3. SPECIFICATION, INSTRUCTION OR DESIGN

    If goods are made to a specification, instruction or design supplied by the
    Customer or any third party on behalf of the Customer then:

    1. the suitability and accuracy of that specification, instruction or design
      will be the Customer’s responsibility; and
    2. the Customer will indemnify the Company against all infringement or alleged infringement of any third party’s intellectual property rights and any loss, damage or expense which it may incur by reason of any such infringement or alleged infringement in any country; and
    3. the Customer will indemnify the Company against any loss, damage or expense in respect of any liability arising in any country by reason of the goods being made to such specification, instruction or design.
  4. INSPECTION
    1. Subject to the prior written agreement of the Company and to reasonable
      prior written notice, the Customer shall be entitled to inspect, or to
      arrange inspection on its behalf by a third party, the goods at the
      Company’s (or, at the Company’s option, its sub-contractors or
      suppliers) premises during Normal Business Hours. The Customer shall
      provide the Company with the name and address of the persons to be
      authorised to carry out such inspection, which persons shall be subject to
      the Company’s approval.
    2. In the course of any inspection carried out by or on behalf of the Customer, the Customer shall ensure that any person appointed by it to carry out the inspection shall comply with the Company’s (or, as appropriate, it’s sub-contractor’s or supplier’s) health and safety requirements and policies.
    3. The Customer shall not disclose and shall procure that its employees or agents appointed to carry out the inspection shall not disclose any confidential information or trade secrets of the Company which are discovered in the course of inspection.
  5. CUSTOMER’S REPRESENTATIONS
    1. Where the Company has supplied the goods to the Customer
      accompanied by a test certificate, the Customer shall maintain a record
      of the identity of such goods from the date of delivery until such time as
      the goods are installed/incorporated into other items and records in
      respect of maintenance works carried out to or in respect of the goods.
    2. If the Customer modifies the goods the provisions of clause 11.3 shall not apply and the Company shall have no liability in respect of any loss or damage arising from or in connection with any defect of failure in the goods or any error regarding weight, dimensions, capacity.
    3. The Customer shall store the goods in clean, dry, well ventilated conditions and shall otherwise store, maintain and use the goods in accordance with any recommendations made by the Company.
  6. QUOTATIONS AND PRICES
    1. Unless otherwise agreed in writing, the Company shall be entitled to
      increase its prices at any time to take account of any increase in the cost
      to the Company of purchasing any goods or materials or manufacturing,
      working on or supplying any goods (including, but not limited to, any
      such increase arising from any error or inadequacy or change to any
      specification, instructions or design provided by the Customer, any
      modification carried out by the Company at the Customer’s request or
      any change in taxes, customs duties, freight charges, insurance
      premiums or exchange rates) and such increased prices ruling at the date
      of dispatch by the Company shall be substituted for the previous contract
      price. In particular, but without prejudice to the generality of the
      foregoing, if the contract price is specified or payable in the Euro or in a
      currency other than pounds sterling (‘the Payment Currency’), the
      Company shall be entitled to increase the contract price to take account
      of any change in the exchange rates between pounds sterling and the
      Payment Currency (as evidenced by the exchange rates quoted by HSBC
      Bank plc) which is to the detriment of the Company and which occurs
      between the acceptance of the order and the actual payment of the
      contract price.
    2. All prices are quoted are exclusive of VAT and the Customer shall pay any and all taxes, duties and other governmental charges payable in respect of the goods.
    3. Without prejudice to the generality of clause 6.2, in respect of goods which have been the subject of claims by the Company for Inward Processing Relief (“IPR”), duty may be charged (in addition to the Company’s prices) in the event that the Customer is in the EC.
  7. DELIVERY
    1. For all contracts other than International Supply Contracts and unless
      otherwise specified in writing by the Company:
      (a) the Company shall deliver the Goods, by the means most
      convenient to the Company, to the address or addresses specified
      by the Customer on or prior to the contract being entered into
      (provided that, in the event that the Customer fails so to specify an
      address, the Company shall be entitled, but shall not be obliged, to
      deliver the Goods to any address at which the Customer carries on
      business);
      (b) the prices quoted by the Company are, unless otherwise stipulated,
      inclusive of the costs of inspection, packaging and delivery; and
      (c) if the prices quoted are expressed to be exclusive of the costs of
      inspection, packaging and/or delivery, this shall be charged
      separately and over and above the price for the goods.
    2. If the contract requires the Customer to take delivery of the goods at the Company’s premises or such other location as may specified by the Company then:
      (a) for the purposes of this sub-clause ‘the goods’ shall mean the whole or any instalment of the goods and ‘the collection date’ shall mean the date on which the goods are or will be ready for delivery; and
      (b) the Company shall notify the Customer of the collection date and the Customer shall take delivery of the goods within 3 days of the collection date.
    3. If the contract is an International Supply Contract it shall be deemed to incorporate the latest edition of Incoterms current at the date of the contract save that in the event of any inconsistency between the Incoterms and any express term of the contract (including these Conditions) the latter shall prevail. The Company shall be under no Page 2 of 3 obligation to give the Customer the notice specified in section 32(3) of the Sale of Goods Act 1979.
    4. Should the Company be delayed in or prevented from delivering the goods due to a failure of the Company’s (or its sub-contractor’s or supplier’s) computerised business or manufacturing systems or due to any cause beyond the reasonable control of the Company, the Company shall be at liberty to terminate the order placed by the Customer without incurring any liability for any loss or damage arising therefrom (but without prejudice in any such case to rights accrued to the Company in respect of deliveries already made).
    5. While the Company will endeavour to deliver the goods by any date or within any period agreed upon, such dates and periods are estimates only, given in good faith, and the Company will not be liable for any failure to deliver to deliver by or within such a period. Time for delivery shall not be of the essence of the contract. The Company shall be entitled to defer delivery until any monies due from the Customer have been received.
    6. If the Customer shall for any reason fail to take delivery of the goods on the agreed date or dates or delay in doing so then without prejudice to any other rights of the Company (whether under these terms and conditions or otherwise) the Company shall be entitled to make an additional charge in respect of any delay caused by such failure and for any costs incurred as a result of repeated delivery necessitated by such failure.
    7. Quantities dispatched may vary by plus or minus 10% from those ordered. Such variations will be due execution of the order and may be charged pro rata.
  8. RISK IN THE GOODS
    1. Save in the case of International Supply Contracts, the risk in goods
      which the Company agrees to supply shall pass to the Customer on:
      (a) delivery; or
      (b) the date on which the Customer defaults (which expression shall
      have the meaning set out in clause 9.1(c)); or
      (c) the date on which the goods being ready for delivery, delivery is
      postponed at the Customer’s request,
      whichever shall first occur.
    2. Delivery shall be deemed to be completed before loading of the goods (in the case of delivery at the Company’s premises or premises specified by the Company) or off-loading (in the case of delivery at the Customer’s premises).
    3. All other goods or materials shall be at the Customer’s sole risk at all times, and the Company shall not be liable for any loss or damage sustained by any goods or materials left with the Company, howsoever caused and whether or not attributable to negligence on the part of the Company or negligence or wilful default on the part of any employee or agent of the Company. The Customer shall adequately insure such goods and materials in respect of loss or damage whilst the same are under the Company’s control and/or in transit from and to premises occupied by the Company.
  9. Payment
    1. For the purposes of this clause:
      (a) ‘the goods’ shall mean the whole or any instalment of the goods
      which the Company has agreed to supply;
      (b) the ‘relevant date’ shall mean the date on which
      (i) the invoice is dated; or
      (ii) the Company despatches the goods (save in the case of
      Consignment Stock); or
      (iii) the Customer takes delivery of the goods (save in the case of
      Consignment Stock); or
      (iv) (in the case of Consignment Stock only) the relevant goods
      are removed from the area designated pursuant to clause
      12.2(b) or are sold on by the Customer; or
      (v) the Customer defaults;
      which ever shall first occur; and
      (c) the Customer defaults if he fails to provide an address for delivery
      as required by these Conditions or it fails to take delivery in
      accordance with such agreement.
    2. Unless otherwise specified in writing by the Company, payment shall be made by the Customer net cash in Pounds Sterling not later than 7 days following the end of the calendar month during which the relevant date falls. In the event that the Customer makes payment in any currency other than the agreed currency, then the Customer shall:
      (a) pay to the Company a handling charge equal to 10% of the amount paid other than in the agreed currency; and
      (b) indemnify the Company in respect of all costs and expenses payable by the Company to third parties (including, but not limited to, commission payable to a bank or other financial institution) in respect of the conversion of the amount paid into the agreed currency.
    3. Time for payment shall be of the essence of the contract. Without prejudice to any other rights it may have the Company reserved the right to charge interest at HSBC Bank plc base rate plus 4% or at the rate specified from time to time under the provisions of Late Payment of Commercial Debts (Interest) Act 1988 (whichever is the higher) on all overdue accounts and for the purposes of clauses 10 and 12 the full purchase price of the goods shall include all interest payable hereunder.
    4. In the event that the currency in which the Company has specified payment is to be made is fully replaced by the Euro, the contract price shall be exclusively owed in Euro and this shall not have the effect of terminating the contract between the Company and the Customer.
    5. The Customer shall pay to the Company an amount equal to any costs and expenses incurred (on a full indemnity basis) by the Company in recovering from the Customer any monies due and payable by the Customer to the Company and for the purposes of clauses 10 and 12 the full purchase price of the goods shall include all costs and expenses payable hereunder
  10. FAILURE TO PAY, CANCELLATION OR DEFERMENT
    1. If there shall be an Intervening Event, the Company may within a
      reasonable time thereafter, defer or cancel any further deliveries or
      services, stop any goods in transit and treat the contract of which these
      Conditions form part as determined but without prejudice to its rights to
      the full purchase price for goods delivered and damages for any loss
      suffered in consequence of such determination.
    2. For the purposes of this clause 10 “an Intervening Event” shall be any of
      the following:
      (a) failure by the Customer to make any payment when it becomes
      due;
      (b) breach by the Customer of any of the terms or conditions of the
      contract;
      (c) the Customer’s proposal for or entry into any composition or
      arrangement with creditors;
      (d) the presentation against the Customer of any petition for a
      bankruptcy order, administration order, winding-up order or
      similar process;
      (e) the appointment of an administrative receiver or receiver in respect
      of the business of any part of the assets of the Customer; and
      (f) the Company forming the reasonable opinion that the Customer
      has become or is likely in the immediate future to become unable
      to pay his, her or its debts (adopting, in the case of a company, the
      definition of that term set out in section 123 of the Insolvency Act
      1988).
    3. Cancellation by the Customer will only be accepted at the discretion of the Company and in any case on condition that any costs or expenses incurred by the Company up to the date of cancellation and all loss or damage resulting in the Company by reason of such cancellation will be paid by the Customer to the Company forthwith. Acceptance of such cancellation will only be binding on the Company if in writing and signed by a director of the Company.
    4. Any costs or expenses incurred by the Company due to suspension or deferment of any order by the Customer or in the event that the Customer defaults in collecting, or giving instructions for the delivery of any goods or the performance of any services will be payable by the Customer forthwith on demand.
  11. LIMITATION OF LIABILITY
    1. The Company will have no liability for damage in transit, shortage of
      delivery or loss of goods unless the Customer shall have given to the
      Company written notice of such damage, shortage of loss (together with
      reasonable particulars thereof) within 3 days of receipt of the goods or
      (in the case of total loss) the receipt of the invoice or other notification
      of despatch. The Company’s liability, if any, shall be limited to resupplying
      or (in its discretion) repairing such goods and it shall be a
      condition precedent to any such liability that the Customer shall, if so
      requested, provide authority for the company’s employees or agents to
      inspect any damaged goods within 14 days of such request.
    2. The Company will have no liability for any direct or consequential loss (including but not limited to loss of profits, loss of business or other economic loss) arising out of any damage in transit shortage of delivery or loss of goods.
    3. (a) The Company’s liability in respect of any defect in or any failure of goods supplied or work done is limited to re-supplying (with new goods) or (at its discretion) repairing or paying for the repair or re-supply of goods, in the case of defects apparent upon inspection, within 14 days of delivery and, in the case of defects not so apparent, within 12 months of delivery to the customer, by reason of fault or incorrect design, workmanship, parts or materials are found to be defective or fail or are unable to perform in accordance with the contract.
      (b) Without prejudice to clause 3, the goods shall not be deemed to be defective by reason that they are not fit for their purpose unless the Page 3 of 3 Customer and the Company have undertaken as part of the contract to be solely responsible for providing the goods for the exact purpose.
      (c) In the event of any error in any weight, dimension, capacity, performance or other description which has formed a representation or is part of a contract, the Company’s liability in respect of any direct loss or damage sustained by the Customer as a result of such error shall not exceed the price of the goods in respect of which the description is incorrect.
      (d) Conditions precedent to the Company’s liability hereunder shall be that the Customer shall have given to the Company reasonable notice of the defect, failure or error and shall have provided authority for the Company’s servants or agents to inspect the goods.
      (e) The Company shall have no other or further liability in respect of any direct or consequential loss (including but not limited to loss of profits, loss of business or other economic loss) or damage sustained by the Customer arising from or in connection with any such breach, defect, failure or error as aforesaid.
    4. Where the Company repairs or re-supplies goods in accordance with the foregoing provisions of this clause 11 or otherwise, any time specified for delivery shall be extended for such period as the Company may reasonably require.
    5. All goods supplied by the Company are supplied with the benefit of the terms implied by section 12 of the Sale of Goods Act 1979. Subject thereto, and whether or not the contract is a contract of sale, all other conditions, warranties and other terms, express or implied, statutory or otherwise, are expressly excluded, save insofar as contained herein or as otherwise expressly agreed by the Company in writing provided that if and insofar as any legislation or any order made thereunder shall make or have made it unlawful to exclude or purport to exclude from the contract any term or shall have made unenforceable any attempt to exclude any such term, the foregoing provisions of this clause will not apply to any such term.
    6. (a) In the event of any negligence or wilful default on the part of the Company, its employees, agents of sub-contractors in or in connection with the supply of any goods or the design or in connection with the supply of any goods or the design or manufacture thereof or in the carryout out of any work, the Company shall have no liability to the Customer save as otherwise provided in these conditions.
      (b) For the purposes of sub-clause 11.6(a), the expression “the carrying out of any work” shall, without prejudice to its generality include the carrying out of all work done in or in connection with the design, manufacture, treatment, testing, delivery, erection, installation, repair or servicing of any goods or in the preparation or provisions of any information of advice.
      (c) This clause and these conditions shall have effect subject to the provisions of section 2(1) of the Unfair Contract Terms Act 1977.
      (d) The Customer shall not in any circumstances be entitled to withhold payment for monies due whether as a means of setting off monies owed to it by the Company or otherwise.
    7. RETENTION OF TITLE
      1. The following provisions shall apply to all contracts other than
        International Supply Contracts and to all goods which under the contract
        the Company agrees to supply to the Customer. No failure by the
        Company to enforce strict compliances by the Customer with such
        provisions shall constitute a waiver thereof and no termination of the
        contract shall prejudice limit or extinguish the Company’s rights under
        this clause.
        (a) Upon delivery of the goods the Customer shall hold the goods
        solely as bailee for the Company and the goods shall remain the
        property of the Company until such time as the Customer shall
        have paid to the Company and the Company shall have cleared
        funds for the full purchase price of all goods and supplies, whether
        under the contract or otherwise. Until such time the Company
        shall be entitled to recover the goods or any part thereof and, for
        the purpose of exercising such rights, the Customer hereby grants a
        licence to the Company its employees and agents (together with
        appropriate transport) to enter upon the Customer’s premises and
        any other location where the goods are situated and remove the
        goods.
        (b) The Customer is hereby granted a licence by the Company to
        incorporate the goods in any other products.
        (c) The licence granted under sub-clause 12.1 shall extend to
        detaching the goods from any property to which they are attached
        or into which they have been incorporated or from any other
        products or goods to which they have been incorporated or from
        any other products or goods to which they have been attached
        pursuant to the licence granted under sub-clause 12.2 hereof.
        (d) The Customer is hereby licensed to agree to sell on the goods and
        any products incorporating any of them on condition that the
        Customer shall inform its customer of the provisions of subclauses
        12.1(a) to 12.1(c). The Customer acts as the Company’s
        bailee in respect of any such sale and shall immediately upon
        receipt of the proceeds of sale, and whether or not payment has
        become due under clause 9 hereof remit to the Company the full
        purchase price of the goods sold on less any part thereof which has
        already been paid and until such amount has been so remitted shall
        hold such amount as trustee and agent for the Company.
        (e) The Customer shall maintain in appropriate insurance in respect of
        the goods from the date or dates on which the risk therein passes to
        him. In the event of any loss or damage occurring while the goods
        remain the property of the Company the Customer shall
        immediately on receipt of the insurance monies, remit to the
        Company the full purchase price of the goods lost or damaged less
        any part thereof which has already been paid and until such
        amount has been so remitted shall hold such amount as trustee and
        agent for the Company. For the avoidance of doubt the provisions
        of this sub-clause do not affect the Customer’s obligations under
        clause 9.
        (f) The licences granted under such sub-clause 12.1(b) and 12.1(d)
        shall be terminable forthwith at any time upon notice by the
        Company to the Customer.
        (g) In the case of International Supply Contracts property in the goods
        shall pass to the Customer on delivery.
  12. INTELLECTUAL PROPERTY
  13. Unless otherwise agreed in writing by the Company any intellectual property
    rights in the goods and in any tooling and in any drawings of other
    documentation supplied or produced by the Company shall vest in and remain
    vested in the Company, the Customer agrees to execute any documents the
    Company deems necessary to give effect to this clause.

  14. TOOLING
  15. All tooling purchased or produced by the Company(or its sub-contractor’s or
    supplier’s) for the contract shall be and remain the property of the Company
    (or, as appropriate, its sub-contractor or supplier) unless otherwise agreed in
    writing, notwithstanding that the Customer may have made payment or part
    payment therefor.

  16. CONFIDENTIALITY
  17. The Customer agrees that it and its employees and agents will keep
    confidential all drawings and designs supplied by the Company and will not
    use, copy or reproduce the same save as specifically authorised by the
    Company in writing.

  18. TESTS AND MARKING
    1. If the Company agrees to carry out any tests, certification or marking
      shall be provided in respect of the goods it shall be entitled to charge
      therefore (including in respect of costs payable to third parties).
    2. If the Company agrees that any tests shall be carried out in the presence of the Customer or his representative the Company shall notify the Customer of the date from which it is or will be ready to carry out such tests. The Customer undertakes that he or his representative will, by prior appointment, attend at the premises where the goods are situate within 3 days after such date for the purpose of witnessing such tests and agrees that in default of such attendance the Company may proceed with the tests in his absence and he shall be bound by the results thereof.
  19. USE AND SAFE HANDLING
  20. The Customer warrants that it will pass on to all third parties to whom it may
    supply the goods or any of them all information as to the use and safe
    handling of such goods as may have been provided to the Customer by the
    Company.

  21. LAW AND JURISDICTION
  22. The proper law of all contracts with the Company shall be English law which
    shall govern in all respects the construction and effect of such contracts and of
    these conditions. The Customer agrees that in the event of any dispute arising
    out of the contract or the performance thereof he will submit to the
    jurisdiction of the English Courts.