Terms and Conditions for the supply of Goods and Services (Businesses)
This document contains the Terms and Conditions which shall govern the business relationship between the Parties and together with the Quotation (hereafter collectively referred to as the ‘Agreement’) shall create a legal and binding contract.
The Parties to the Agreement-
HHN Industries Limited and Enthalpy Group Limited (, are companies incorporated in England with a registered office at Magnolia House, Spring Villa Park, 11 Spring Villa Road, Edgware, England, HA8 7EB and a company registration number of 13390123 | 13396228 ; trading as iClimate, Dwelldom and Exterra Veritas from a trading address at Suite 4B, 43 Berkeley square, London, W1J 5AP(hereafter referred to as the ‘Company’).
The Customer is the company, business, firm, organisation, or body named in the Quotation (hereafter referred to as
‘Customer’).
1. DEFINITIONS
1.1. Within this Agreement the following words (when given a capital initial letter) shall have the given meanings. ‘Goods’ means air conditioning, refrigeration and ventilation equipment suitable for use in residential premises. ‘Handover Date’ means the date on which the Installation is completed.
‘Personnel’ means any employee, agent, or representative of the Company.
‘Premises' the residential property stated in the Quotation where the installation will take place.
‘Quotation’ means a written document containing the Customers details, system details, Specification and price for the Goods or Services.
‘Services’ means the installation, servicing, maintenance or repair of the Goods or maintenance and repair of equipment supplied and installed by a third party.
‘Specification’ means the design, detail, type, size, and output of the Goods which defines the make and model.
1.2. Headings are for convenience only and shall not affect or interfere with the construction, intention, or interpretation of the Agreement.
1.3. Words in the singular include the plural and vice versa.
1.4. The words 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be construed as
illustrative only and shall not be limited by any following word, phrase, term, definition, description, list, or options.
1.5. A reference to ‘writing’ or ‘written’ includes any method or format, including email.
1.6. A reference to legislation includes any amendment from time to time;
2. GENERAL
2.1. The Company is
2.1.1. a supplier and installer of the Goods; and
2.1.2. provides maintenance and repair Services for Goods after installation by the Company; and
2.1.3. maintenance and repair Services for equipment supplied and installed by a third party.
2.2. Both Parties enter into this Agreement in the capacity of a business and not a consumer.
2.3. These terms and conditions will be provided or made available with or before a Quotation.
2.4. The Company may need to change or vary these terms and conditions to
2.4.1. Correct any errors;
2.4.2. comply with changes in regulations, codes, or standards; or
2.4.3. comply with an order of a court; or
2.4.4. take into account or implement advances in technology; or
2.4.5. remain commercially viable;
so it is recommended that the Customer retains a copy of the terms and conditions that are applicable at the time of commencing the Agreement.
2.5. This Agreement shall commence upon the earliest of
2.5.1. A Quotation being provided by the Company and accepted by the Customer; or
2.5.2. Any conduct by the Customer which indicates or implies that Goods and Services are requested and the Company providing written confirmation and acceptance of the request;
2.6. In accepting the Company’s Quotation or otherwise requesting Goods or Services the Customer acknowledges that they have been given the opportunity to read these terms and conditions and raise any questions or request changes (which are only valid if agreed in writing by the Company).
2.7. The Agreement contains the entire agreement between the Parties, in the event that any variations or additional arrangements or understandings are made between the Company or its Personnel they shall only be binding if contained within a Quotation or in writing, excluding fraud or fraudulent misrepresentations.
2.8. The Agreement may be transferred to a third party with the consent of the other Party (which will not be unreasonably withheld) or if the Company is sold to or merged with another entity
2.9. Any other documents or forms that are not expressly stated as forming part of this Agreement are for convenience and administrative purposes only and shall not affect, replace, or supersede any provision of this Agreement.
2.10. Where the Customer would ordinarily operate under its own standard terms and conditions which differ to this Agreement nothing within the Customer’s terms and conditions shall supersede, replace or amend this Agreement and in the event of any conflict between any other terms and conditions and this Agreement then this Agreement shall always prevail.
2.11. The Agreement does not create any agency, representative, partnership, or employment relationship.
2.12. This Agreement is only available in the English language, where it is translated into any other language the English version shall always prevail.
3. QUOTATIONS
3.1. A Quotation is an offer to contract.
3.2. The Company will usually require a site visit (which may be referred to as a consultation) before providing a Quotation to survey the Property and assess the amount of work involved in the installation. The Customer agrees to give the Company and full access to the Premises to survey, measure and assess the suitability of the Premises at a prescheduled day and time.
3.3. If either Party will not be available at a scheduled time for a site visit then they shall inform the other party without undue delay. If the Company arrives for a prescheduled visit that has not been cancelled by the Customer and the Customer is not available or the Company’s Personnel cannot gain access to the Premises then the Company may charge the Customer for its wasted time and expenses.
3.4. A Quotation will not normally be provided without a site visit but if a Quotation is provided without a site visit then the Quotation will be based on information provided by the Customer and the Company reserves the right to withdraw or amend a Quotation in the event that inaccurate or false information is given by the Customer.
3.5. After a site visit has been completed a Quotation will be prepared and made available through the Company’s online portal unless the Customer requests a Quotation to be provided by another method or format.
3.6. The Quotation is based on the type of Goods and time and materials required to install the Goods at the location within the premises agreed during the site visit, if the Customer wishes to change the location of the Goods after a Quotation has been issued the Company may change or re-issue the Quotation to reflect any changes, the Customer cannot change the location of the Goods after the installation has commenced
3.7. Quotations are valid for a period of 30 days after the date of issue, if a Quotation is amended after it has been issued, the valid period shall apply from the date of the amendment.
3.8. If the Customer wishes to accept a Quotation they shall inform the Company via the online portal or in writing and an installation date, or a date for commencing services shall be agreed.
3.9. If, for any reason the Goods and Services are not provided within 6 months of a Quotation being accepted by the Customer the Company may issue an amended Quotation to reflect any changes or increased costs to the Company.
4. Goods
4.1. The Company shall supply and deliver the Goods stated within the Quotation on or before the installation date.
4.2. If the Goods are not in stock, or is otherwise unavailable on the agreed installation date the Company willinform the Customer as soon as reasonably practical and the Customer may -
4.2.1. select alternative or similar Goods which are in stock or available, if there is a price difference then the Quotation shall be amended accordingly; or
4.2.2. re-arrange the installation date to a new date when the Goods will be available;
4.3. Ownership of the Goods shall pass to the Customer upon full payment in cleared funds of all amounts stated within the Quotation relating to the Goods, risk in the Goods shall pass to the Customer upon delivery. The Company may recover any amounts due under the Agreement notwithstanding that ownership may not have passed to theCustomer.
4.4. Whilst the Company will take every care to show the Goods as accurately as possible within the Company website or other publication, the Customer accepts that colours and shapes can be distorted during the creation, publication or reproduction of an image, also if the Customer views the products online a device used to view a webpage or the user settings of a device may distort an image, therefore the Company cannot guarantee the colour, shade, shape or any other visual aspect of the product is an exact match with a printed image.
4.5. The Customer agrees to provide a constant and adequate electricity supply for the Goods to operate correctly.
4.6. The Customer acknowledges and accepts that the water pump in the Goods may emit a low level but audible, intermittent noise.
5. Services
5.1. The Company may provide
5.1.1. installation Services to install the Goods;
5.1.2. periodic servicing and maintenance of Goods to ensure correct and efficient functionality of the Goods installed by the Company or can also be provided as a stand alone Service for products not supplied and installed by the Company;
5.1.3. repairs to damaged, faulty or worm components of the Goods;
5.2. Services are normally carried out during working hours of 8.00am to 5.30pm Monday to Friday except statutory and bank holidays. Any requests to provide Services outside these hours, if accepted by the Company may incur a surcharge.
5.3. It is the Customer’s sole responsibility to provide access to the Premises for Services to be performed. Additional charges may be made for delays or wasted time if the Company’s Personnel are unable to gain access to the Premises or rooms, doors, outside areas, windows, or any other areas where cables and equipment is installed.
5.4. If the Customer has or is arranging for any other work to be carried out by a third party at the premises at the same time as the Services are being provided then it shall be the Customer’s responsibility to inform the third party that the Company shall be present and carrying out work. If the Company’s Services need to be scheduled in with, or in between other works being carried out then the Customer must inform the Company and the other party(s) and where necessary allow the Company and third party(s) to communicate and schedule the timings.
5.5. The Company shall use reasonable endeavours to perform the Services in accordance with this Agreement with regard to both performance and completed results.
5.6. The Company shall provide all Personnel, materials and equipment required or necessary to perform and complete the Services, including management, supervision and direction as to the method and manner of performing the Services in accordance with this Agreement, manufacturers instructions, regulator requirements andstatutory codes or standards.
5.7. The Company shall inform the Customer of any event, occurrence or situation that arises which will or has the potential to materially affect any obligation or impede the ability to perform the Services in a timelymanner. If the health and safety of any Personnel or anyone on or within the Premises becomes compromised or at risk, or the Premises become unsafe, the Company shall cease performance of the Services until the risk has been removed or mitigated to an acceptable level.
5.8. Upon completion of an installation the Company shall
5.8.1. test the Goods for correct functionality;
5.8.2. handover the Goods in good working order;
5.8.3. provide information and guidance relating to the correct operation or use of the Goods, including (where available) regular tests which can be performed by the Customer to verify that Goods are operational between routine or periodic maintenance visits;
5.8.4. provide any operational handbooks, warranties and any other printed information provided by the manufacturer;
5.9. Subject to the payment of an annual fee stated within the Quotation, the Company shall provide periodic preventative and corrective maintenance in accordance with industry standards and the manufacturers recommendations and warranty conditions, except where the Customer has expressly requested that such Services are not provided.
5.10. The annual fee does not include charges for attendances and replacement parts not covered by the manufacturers warranty or circumstances contained within clause 7.5.
5.11. Periodic maintenance Services shall commence upon
5.11.1. completion of installation and handover of the Goods and shall continue from year to year until terminated;
5.11.2. acceptance of a Quotation by the Customer where the Goods are not supplied and installed by the Company;
5.12. The Company shall contact the Customer to arrange a mutually convenient time for the Goods to beinspected and tested for correct operation and effectiveness.
5.13. Corrective maintenance may be carried out at the Customer’s request upon reporting an error or fault, attendances and replacement parts not covered by the manufacturers warranty or under clause 7.5 shall be chargeable to the Customer.
5.14. Where any Goods require replacing or parts of high value the Customer may need to obtain authorisation from the manufacturer under their warranty.
5.15. All attendances at the Premises are chargeable at the published rates at that time, except for attendances for the purposes of scheduled preventative maintenance or for repairs or corrective maintenance carried out under the manufacturers warranty or a warranty implied by law.
6. Fees and Charges
6.1. The cost for the Goods and Services are stated within a Quotation, which may include
6.1.1. a deposit which is payable upon accepting the Quotation or before and Services commence;
6.1.2. the balance which may become due on the Handover Date or by instalments upon set milestones or specific dates during the installation;
6.1.3. periodic servicing or maintenance charges which may be adjusted annually to take into account any increased costs of providing the Service;
6.1.4. any additional fees that may become due under clause 6.2.
.
6.2. Additional fees may become chargeable where
6.2.1. call out fees, labour and cost for corrective maintenance and replacement parts that are not covered under a manufacturers guarantee or the Goods were not provided by the Company or circumstances included in clause 7.5;
6.2.2. the Customer is not available or the Premises are inaccessible at a scheduled time for a site visit or installation date;
6.2.3. the Premises are in any way unsuitable for the Goods and this was not apparent or ascertainable from a site visit or information provided by the Client;
6.2.4. it becomes necessary, for any reason to change the type or Specification of the Goods;
6.2.5. there are any other changes necessary that were not known or apparent when providing the Quotation;
6.2.6. there are any delays to the Company providing the Services as a result of the Customer or a third party;
6.2.7. if any charges due are not paid on time the Company may charge
a) interest at 8% per annum above the Bank of England base rate, calculated daily;
b) compensation under the Late Payment of Commercial debts (Interest) Act 1998; and
c) any charges imposed by the Company’s Bank for returned payments; and
d) any fees or charges of any third party engaged to recover any amounts due (including legal fees);
6.3. All fees and charges are subject to V.A.T. at the prevailing rate where applicable.
7. Warranties, liability & limitations
7.1. The Company warrants that at the time of delivery the Goods shall be–
7.1.1. as described;
7.1.2. when sold by sample, correspond with that sample;
7.1.3. be of satisfactory quality;
7.1.4. fit for purpose, to the extent that the purpose shall be the normal standard purpose of the Goods when used within any limitations or restrictions for normal use stated by the manufacturer;
7.2. The Company warrants that any Services will be carried out with reasonable skill and if the workmanship is faulty the Company shall repeat the Services to correct any issues within a reasonable period after being informed of any fault or issue.
7.3. Subject to the Customer’s ongoing compliance with this Agreement and servicing being carried out in accordance with any manufacturers warranty:
7.3.1. The Company provides a 12 month warranty in respect of labour costs to remedy any fault or repair that may arise;
7.3.2. If the Services includes periodic maintenance and services under clause 5.1.2 the Company shall replace anycomponents covered by the manufacturers warranty that are found to be damaged or faulty for as long as the periodic maintenance and services Agreement is effective.
7.3.3. If the Customers Services do not include periodic maintenance and services then it will be the Customers responsibility to acquire any replacement components from the manufacturer under their warranty;
7.4. The warranties within this Agreement do not replace or undermine any statutory right implied by law.
7.5. The Company shall not be liable for repairs or replacement which are covered by a manufacturer’s warranty, or a
warranty implied by law, or arise as a result of the Customer’s
7.5.1. misuse, negligence malicious or wilful damage;
7.5.2. operation of the Goods beyond the manufacturer’s instructions, limits, or recommendations;
7.5.3. failure or fault of an electricity supply;
7.5.4. breach of this Agreement;
7.5.5. attempts by the Customer or any person on behalf of the Customer to repair, adjust, reset, adapt, or modify the Goods at any time;
7.6. The Company shall not be liable to the Customer for any delay arising out of a force majeure event including adverse weather, fire, flood, war, strikes, terrorism, pandemic, epidemic, governmental restrictions, power failures or surges, failure of suppliers, or any other event or any reason beyond the Company’s reasonable control.
7.7. All repairs or replacement of Goods and Services (including labour) not covered by a Services contract shall be
charged at the Company’s prevailing rates.
7.8. Nothing within this Agreement shall exclude the Company’s liability for
a) Death or personal injury resulting from negligence;
b) Fraud;
c) Any liability that cannot be limited or excluded by law.
8. TERMINATION
8.1. The Agreement for the supply of Goods can only be terminated
8.1.1. before the date of installation; or
8.1.2. if the Customer fails to make any payment due in accordance with clause 6;
8.1.3. otherwise by mutual consent.
8.2. An Agreement for Services can only be terminated
8.2.1. by giving notice not less than one month;
8.2.2. for a breach of this Agreement where the non-breaching Party has given written notice of the breach and the breaching Party has not rectified the breach within 14 days of the date of the notice unless the notice includes a different period.
8.2.3. if either Party become incapable of performing their obligations due to death, incapacity, bankruptcy, insolvency or winding up;
8.3. The Company may terminate this Agreement if the Customer is breach any of the terms and conditions or if the Customer is in arrears with any payments due for a period in excess of 30 days. This will not prejudice the Company’s right to recover any outstanding or accrued costs.
9. Effects of Termination
9.1. Both Parties shall not be bound by any term, condition, obligation, or warranty except where the Agreement or law provides otherwise.
9.2. All obligations up to the date of termination shall not be affected.
9.3. All outstanding payments due under the Agreement shall be payable on the date of termination.
9.4. If the Agreement is terminated by the Customer after the Quotation has been accepted but before the Goods are installed then the Company may charge the Customer for all costs and expenses reasonably incurred up to the date
of termination, which may include the cost of the Goods if the Goods are ordered or manufactured to non-standard specifications.
9.5. Maintenance Services are provided from year to year and if cancellation occurs during any year then there shall be no refund (in full or part) of any fees paid.
10. Data protection
10.1. The Company shall process and store all personal data and information of the Customer in accordance with the
Company’s Privacy Notice and all applicable laws.
11. Disputes and complaints
11.1. If the Customer has cause or reason to raise a complaint dispute then the Customer should inform the Companyin writing containing sufficient detail for the Company to understand the nature of the complaint and the remedythe Customer is seeking,
11.2. Within 28 days of receiving a complaint the Company shall provide a full response to a complaint eitheraccepting or rejecting the complaint or the requested remedy.
11.3. Where the Company accepts the complaint and remedy in full the Company shall effect the remedy at the
Company’s expense within a reasonable time.
11.4. Where the Company rejects the complaint or remedy, either in full or in part the Company shall provide fulldetails why the decision or conclusion was reached; the Company may provide an alternative remedy if the Company accepts the complaint but considers the requested remedy to be excessive.
11.5. If a complaint cannot be resolved amicably between the Parties they may agree to the intervention of anindependent mediator, arbitrator or assessor; or request the input and opinion of an authorised trade or governing body; or make an application for a judgement, determination or order from the Courts.
11.6. Where the Parties agree to appoint a mediator, arbitrator, assessor, adjudicator, or governing body they shall have a duty to act impartially and will take the lead and initiative in ascertaining the facts and applicable Laws.
11.7. The Parties may accept the opinion, suggestion, recommendation, or decision as a final and binding determinationof the dispute or alternatively where agreement is not forthcoming, initiate proceeding within the Courts.
11.8. The Parties shall not hold the mediator, arbitrator, assessor or adjudicator or their employees or agents liablefor anything done or omitted in the discharge of his functions unless the act or omission is in bad faith.
12. Legal
12.1. This Agreement, its construction and formation are governed by the laws of England and Wales.
12.2. The Party’s submit to the exclusive jurisdiction of the courts of England and Wales.
12.3. A person or company who is not party to the Agreement shall not have any rights, benefits or obligations under this Agreement or any part of it and the Contract (Rights of Third Parties) Act 1999 shall not apply, with the sole exception of an insurers right of recourse.
12.4. No forbearance, indulgence, relaxing, inaction or delay in either Party enforcing performance, its contractual or legal rights shall prejudice, restrict, or otherwise adversely affect the rights of that Party to enforce its rights at a later date or later breach.
12.5. If any provision of this Agreement is, or shall become invalid or unenforceable in the opinion of a court of law it shall in no way affect or diminish the remainder of the Agreement which shall remain valid and enforceable to the fullest extent permitted by law. Both Parties shall seek and agree an alternative provision that is valid and enforceable and reflects the intent of the original term.
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