1.1 In these conditions:-
“Purchaser” means the person who offers to purchase the goods and whose name and address appear on the order constituting such offer.
“Company” means Purified Air Limited (registered in England under Company No. 1827831)
“Goods” means the goods (including any instalment of the goods or any parts for them) which the Company is to supply in accordance with these conditions.
“Conditions” means the standard terms and condition of sale set out in this document.
“Contract” means the Contract for the purchase and sale of the Goods.
“Writing” includes cable, facsimile transmission, e-mail and comparable means of communication.
Dealer installer or maintenance company means a person or company appointed by Purified Air Limited.
1.2 These conditions are deemed as those in force between the Company and the Purchaser and no other terms or conditions will replace these conditions unless authorised and specifically agreed in writing by the company.
2. Basis of the Sale
2.1 An invoice will be deemed to be accepted if not queried in writing within 7 days of the invoice date.
2.2 In entering into the Contract the Purchaser Acknowledges that it does not rely on and waives any claim for breach of any representations concerning the goods unless such representations are confirmed in writing by or on behalf of his company.
2.3 The Purchaser further acknowledges that prior to submitting an offer or order for the Goods it has received a copy of these Conditions and makes its offer to purchase in full knowledge and acceptance thereof, unless agreed specifically in writing by the Company and the Purchaser.
2.4 No quotation or estimate given by the Company shall constitute an offer for sale and no contract shall exist until an offer or order has been accepted in writing by the Company whereupon these conditions shall be binding to the exclusion of any other items or conditions.
3. Orders and Specifications
3.1 The Purchaser shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Purchaser and for giving the Company any necessary information relating to the Goods within a reasonable time to enable the Company to perform the Contract in accordance with its terms.
3.2 The quantity, quality and description of any specification for the Goods shall be those set out in the Purchaser’s order which shall be in accordance with the Company’s quotation unless agreed otherwise by the Company in its written acceptance of the Purchaser offer
3.3 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements which do not materially affect their quality or performance.
3.4 No order which has been accepted by the Company may be cancelled by the Purchaser except with the agreement in writing of the Company.
3.5 In the event of unauthorised cancellation and/or return of standard goods the Purchaser shall be responsible to the Company for a charge equivalent to 25% of the value of the contract cancelled including the value of goods and services including labour costs as quoted. In the event of unauthorised cancellation and/or return of specially made goods or systems the Purchaser shall be responsible to the Company for a charge equivalent to 100% of the value of the contract cancelled.
3.6 The Company reserves the right to change the order to goods of equivalent capacity and nature in the event that the original goods ordered are not available.
4. Price of the Goods
4.1 The price of the Goods is fixed unless otherwise stated or agreed in writing between the parties.
4.2 The price is exclusive of VAT.
5. Terms of Payment
5.1 Subject to any special terms agreed in writing between the Purchaser and the Company, the Company shall be entitled to invoice the Purchaser for the price of the Goods on or at any time after delivery/collection.
5.2 Whatever terms are agreed the Purchaser will pay in full within 30 days of receipt of the company’s invoice.
5.3 If the Purchaser fails to make any payment on the due date then without prejudice to any other right or remedy available to the Company the Company shall be entitled to charge the Purchaser interest on the amount unpaid at the rate of 2% per month chargeable from the date of the invoice until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
5.4 Any discount offered by the Company shall cease to apply if payment in full is not made on the due date and where payment is by instalments any discount given shall be recoverable by the Company in the event of late payment of any instalment. If payment is received late and discount taken, then that payment will be considered as a part payment and the discount amount will remain outstanding and due. Recovery of discount is at the Company’s discretion and no allowances made shall form a precedent.
6.1 Delivery of the goods shall be deemed to take place when they are actually delivered/collected by/to the Purchaser or his representative to the Purchaser’s premises or other premises designated by the Purchaser and accepted in writing by the Company.
6.2 The time for delivery may be extended by the Company for a reasonable period if delay in delivery is by reason of any cause beyond the Company’s reasonable control provided that the Company shall have notified the Purchaser immediately (a minimum of 24 hours) on becoming aware of the cause of any such delay.
6.3 If the company is not notified by the Purchaser of cancellation/postponement of delivery and Goods having been despatched have to be returned for re-delivery then a charge will be made together with a handling and administration cost.
6.4 Where the Goods are to be delivered by instalments each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these conditions or any claim by the Purchaser in respect of any one or more instalments shall not entitle the Purchaser to treat the Contract as a whole as repudiated.
6.5 Goods will not be left without signature by an authorised representative of the Purchaser.
6.6 The company’s deliverer will be entitled to assume that the person signing for the goods is an authorised representative of the Purchaser in that that person holds himself out as such and in all circumstances it would be reasonable to assume that the Assignor was so authorised.
6.7 Damage claims must be notified in writing within 24 hours from date of delivery. No claims will be accepted, whatever the reason, if notified more than 24 hours after delivery.
6.8 Damage claims will not be accepted for deliveries signed for as received in good condition.
7. Property Risk and Insurance
7.1 Until the price payable has been paid to the Company in full and the Customer has complied with all its obligations under the Contract the Goods shall remain the property of the Company. The Company shall have the right at any time prior to the price being paid in full to repossess the Goods whether they be at the premises of the Customer or elsewhere and without prejudice to the other rights and remedies of the Company under this Contract, the Customer shall be liable for all transport and other costs and expenses of recovering the same.
7.2 If the Customer should sell or otherwise dispose of the Goods to a Third Party at any time before the Company has received full payment for the same, the Customer shall hold and keep the proceeds of sale on trust and/or in a fiduciary capacity for the Company, and the said proceeds of sale shall be and remain the property of the Company. For the avoidance of doubt, the Customer shall place the said proceeds of sale in a separate bank account in the name of the Company in order to be identifiable as the Company’s property.
7.3 Notwithstanding the foregoing the Goods shall be entirely at the risk of the Customer in all respects from the time of leaving the premises of the Company whether collected by the Customer or not.
7.4 The Customer shall adequately insure the Goods with reputable insurers against all insurable risks from not later than the time of their leaving the premises of the Company and at the same time shall also insure them for the benefit of the Company and the Customer and all persons in any way connected with the Goods against all known and insurable risks to persons and property which might in any way arise out of the Goods or their use and such insurance shall be for the sum of one hundred thousand pounds at least on terms whereby the insurers shall be precluded from any rights of subrogation or other rights whereby they would be capable of claiming of claiming against the Company or any of its employees or other persons in any way connected with it.
8. Warranties and Liability
8.1 Subject to the conditions set out below the Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material workmanship for a period of 12 months from the date of installation or 12 months from the date of delivery whichever is the shorter period.
8.2 Manufacturers extended warranty – In some cases the manufacturer will offer an extended parts warranty in excess of 12 months. These extended warranties will be covered specifically in the quotation. With air conditioning installations it is always the case that labour, condense pumps, ancillaries and ventilation systems are only guaranteed for twelve months.
8.3 The above warranty is given by the Company subject to the following conditions:
( i) The Goods are installed by an authorised dealer or installer of the Company.
( ii) The goods are maintained in accordance with the manufacturer’s instructions by an authorised dealer or installer of the Company.
( iii) Warranty forms and faulty parts must be returned within 21 days of advice date and, if not, an invoice will be issued for payment without further notice.
( iv) The Company shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Purchaser, or for defects caused by faulty installation.
( v) The Company shall be under no liability under the above warranty if the total price for the Goods has not been received by the due date for payment
8.4 Where any valid claim in respect of any Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Conditions the Company shall be entitled to replace the Goods (or the part in question) free of charge or at the Company’s sole discretion refund to the Purchaser the price of the Goods (or a proportionate part of the price) but the Company shall have no further liability to the purchaser.
9. Force Majeure
The Company shall not be liable to the Purchaser or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Company’s obligation in relation to the Goods if the delay or failure was due to any cause beyond the Company’s reasonable control.
Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
12. Governing Law
The Contract shall be governed by the Laws of England and Wales.
13. Confidentiality and Intellectual Property
The Buyer shall ensure that, without the Seller’s written consent:
a) Any confidential information of the Seller (including, without limitation, that which relates to the design of the Goods) of which it becomes aware (which information shall at all times remain the property of the Seller) shall not be copied, used, or disclosed and that all materials containing such information shall be returned to the Seller at the end of this contract; and
b) Any trade names or marks that the Seller uses on or in connection with the Goods are not supplemented by any mark of the Buyer, interfered with or obscured.
14. Installations Carried out by The Company
14.1 It is assumed that all work will be carried out during normal working hours without stoppages. Should our engineers be prevented from working or required to work at weekends, this will incur additional costs. Our costs are prepared on the basis that work is continuous from start to finish of the job unless it is otherwise specified and agreed that the work be carried out in stages. Any return visits required due to other services not being ready, e.g. electrical installation or builders work, will be chargeable.
14.2 All jobs are quoted on the assumption that a natural condensate drain will be possible. Should condensate pumps be found to be required this will be at an additional approximate cost of £150.00 per unit.
14.3 Building work, diamond drilling, making good and access equipment are excluded from this quotation and unless otherwise stated will be the responsibility of others.
14.4 Mains electrical work is not included and is to be carried out by others, unless otherwise stated. However, interconnecting wiring may be done by ourselves.
14.5 When fixing some equipment it will be necessary for our engineers to cut into ceilings or walls blind. In these circumstances we cannot take responsibility for pipes and cables that may be damaged unless a specific plan is provided showing the layout of services.
14.6 Planning or landlords permissions required to site condensers or other equipment are outside of our scope of responsibility and it is assumed that on placing an order these matters have been addressed where necessary. If you require us to assist with planning we are happy to do this on a chargeable basis.
14.7 If this contract should become part of a larger contract it should be noted that no allowance has been made in our quotation price for main contractor discount or retention. Where commissioning is part of the quotation this will be invoiced separately. Awaiting commissioning does not provide any basis for withholding payment other than the amount allocated for commissioning.
14.8 Parking & congestion charges will be charged at cost as an additional item. If free parking is provided then no parking charges will be levied. If you are able to suggest any free or low cost parking that may be suitable please advise the office by fax or letter prior to the commencement of the installation.
14.9 Upon placing an order, if credit is required, please request and complete a credit application form. Please note that it takes approximately seven days to open an account, credit is provided entirely subject to status, in the absence of a satisfactory credit application all sales will be made on a Pro Forma basis.