All quotations and orders arising between Wings Radiant Heating Ltd. Limited (“the seller”) and the buyer shall be governed by the following terms and conditions and the acceptance of the contract by the Buyer shall be deemed to be an acceptance of these terms of trading. No other terms and conditions except those implies by law shall be of any effect unless the same are expressly agreed in writing by both the Seller and the Buyer.

1. Price

  1. The price is the net price of good. Buyers of Supply only items are referred to clause 12 and those of supply and install items to clause 13.
  2. The price stated is exclusive of value added tax and any other impositions whatsoever which if applicable shall be paid in addition to the price by the Buyer.
  3. All quotations remain open to acceptance within 60 days only of their date of issue.
  4. Save for buyers with approved facilities the contract price shall be payable on a pro forma basis in sterling at the sellers place of business at least seven days prior to delivery of the goods.
  5. All overdue accounts shall be charged on a daily basis with interest at 4% over NatWest Bank base rate both before and after any court judgement.

2. Account Facilities

  1. The seller will only permit account facilities to be retained where payment of all invoices or applications are made within 30 days without deductions or where applicable clause 13.4 applies.
  2. If account facilities are unused for 36 months the Seller reserves the right to close the account facility and on any transaction after that period to require payment on a pro forma basis payable seven days before delivery until new account facilities are agreed.

3. Delivery

  1. Unless the contract specifically provides otherwise delivery does not include any packing, wrapping, off loading or storage.
  2. The Seller will use its best endeavours to comply with estimated despatch or delivery dates given but in any event they shall not be of the essence of the contract but as a guidance only.
  3. If payment on a pro forma basis is acceptable delivery will not be made until seven days after receipt of the contract price.
  4. If owing to non-availability of goods materials or for any other reason the Seller is unable to effect delivery the Seller shall be at liberty by notice in writing to determine the contract or part thereof without thereby incurring any liability to the Buyer.
  5. It is agreed that the Seller may deliver the goods by instalments and each delivery shall be treated as a separate contract and the contract price or an appointed part shall be due andpayable.
  6. Where delivery is delayed by late payment on the pro forma the cost of storage or warehousing shall be paid by the Buyer to the Seller before the Seller is required to make actual delivery.

4. Guarantee

  1. All completely assembled goods are tested by the Seller at their works to a minimum of 7 bar by air under water. To that extent all goods sold are guaranteed for five years from delivery against faulty workmanship. Should a defect occur the Buyer is required to return at its expense the faulty equipment for inspection, and the guarantee extends only to repair or replacement of the goods or the repayment of the value of the goods at the option of the Seller.
  2. All components and the installation (but not secondary work or materials supplied or fitted by others) fitted by the seller or by its approved installers are (subject to the Buyer maintaining the system and panels in accordance with operating instructions given and good custom and practice) guaranteed for the period of five years from practical completion against faulty workmanship. All claims under the guarantee must be made promptly in writing to the seller and the seller will be given all necessary facilities to inspect the alleged defect. If any component or the installation is found to be faulty the seller will at its election repair or replace the defective part, if there are no defective parts repairable under guarantee then the Buyer undertakes to pay the seller £250 out of pocket expenses.
  3. At any time before the end of the defects liability period the seller will at the written request of the Buyer and subject to the payment of a single premium of 5.5% of the final agreed contract value to the seller agree to issue an extended guarantee as above for a period of 25 years from practical completion.
  4. The guarantee is personal to the Buyer but subject to receiving written notice of assignment of the guarantee within 60 days of the date of assignment the seller will recognise the assignee as having the benefit of the guarantee for the remainder of the guarantee period on the terms set out herein.
  5. All descriptions and samples are approximate only and intended to be a guide, the Seller accepts no liability for their accuracy. The Seller may alter goods to introduce improvements and no such variation shall entitle the Buyer to rescind the contract or shall be the subject of any claim against the Seller.

5. Contract Variations or cancellations

  1. These will only be accepted if made in writing and accepted by the Seller.
  2. In any event variations relating to materials and fixings can only be made if received prior to manufacture of the goods.
  3. In the event of the Buyer cancelling any order the cancellation must be in writing and the Buyer shall forthwith pay to the Seller by way of a compensation a cancellation charge of 20% of the order value or the total amount of the actual loss to the Seller whichever shall be the higher.

6. Title

  1. The Seller and the Buyer agree that title to the goods shall remain with the Seller and the Seller has the sole and unencumbered right to dispose of the goods until payment has been made in full to the Seller.
  2. The Seller may (without prejudice to any other rights) recover or resell the goods or any of them and the Buyer agrees that the Seller or its servants or agents may enter upon the Buyers premises for that purpose.
  3. The Buyer agrees that so long as the goods are upon its premises, the Buyer shall ensure that they are stored undamaged and free of charge in such a way that they are shown to be the property of the Seller and marked accordingly.
  4. Until payment has been made in full the Buyer has no title right or authority (unless otherwise confirmed in writing by the Seller) to sell mortgage charge or lease any of the goods.

7. Claims

  1. No claim for damaged goods or non-delivery shall be accepted unless the Seller is notified in writing by the Buyer within three days of delivery. The onus is on the Buyer to prove any damage or shortage.

8. Indemnity

  1. The Buyer shall be solely responsible for and shall keep the Seller indemnified against all liability in relation to the use of the goods other than in strict accordance with the Sellers detailed drawings.

9. Returned Goods

  1. The Seller will not accept returned goods for credit or rectification unless such return has been authorised in writing and the goods are returned back to the Sellers place of business at the expense of the Buyer in stock condition within ten days of delivery. The Seller retains the sole discretion whether to accept return of goods or whether to rectify or replace the goods.

10. Sellers Liability to Buyer

  1. The Sellers liability to the Buyer for any default or breach whatsoever and howsoever arising shall in no case exceed the invoice value of the goods.

11. Plans and Copyright

  1. The Seller will provide within the contract price up to six copies of detailed drawings and thereafter the buyer will be invoiced for further copies. All plans drawings specifications and details prepared by the Seller are their copyright and the Buyer shall not reproduce or otherwise use the plans in any manner which is a breach of that copyright.

12. Supply Only Items

  1. The quotation does not include for offloading from delivery vehicles or any site work attendance.
  2. The Price shown in the quotation shall be increased in value in accordance with NEDO index H2 from the date of quotation or other base date shown to the date of invoice, or application.

13 Supply and Install Items

  1. Unless the quotation specifically states otherwise it does not include for Timber Grounds, Offloading storage or Protection of the Sellers materials while on site which together with any accidental damage are the responsibility of the Buyer. Provision and movement (except mobile items) of a suitable safe working platform which will be provided by the Buyer at his expense. The supply of power light or the clearance of rubbish all of which will be provided free of charge by the Buyer, electric supply, site testing and site painting.
  2. The quotation is prepared on the assumption that free access to the site is continuously available to the Seller throughout the working week between the hours:

    Monday to Friday 8.00a.m to 6.00p.m
    Saturday and Sunday 8.00a.m to 4.30p.m

    In the event that the Seller is unable to carry out its contract by reason of the site not being ready during those hours the Buyer will pay a disruption charge in addition to the contract price for all standing time at the Sellers normal day work rates from the time of notification to the Buyer that all available work has been completed.
  3. Each time in the event the Seller has to withdraw from site the Buyer will pay the Sellers standard extra visit charge forthwith or on demand.
  4. Quotation prices will be increased in value in accordance with NEDO indices H1 and H2 from date of quotation or other base dates shown to the date of applications or invoices. The ratio between material and labour is as follows:

    Factory Materials Index H.2 65%
    Site Labour Index H.1 35%
  5. Subject to express prior agreement in writing between the Seller and Buyer retentions will be permitted as follows:

    Interim payment applications – 5%
    Final payment application – 2.5%
    Pro forma applications – Nil
  6. Where supply and/or installation is delayed through no fault of the Seller the Buyer shall re-imburse the Seller for all loss expense and overheads howsoever involved and relevant to this contract.

14 Generally

  1. If any of these terms and Conditions shall be found to be unlawful it shall not vary or affect the validity or enforceability of the remainder of the conditions.

This contract is and shall be deemed to have been made in England and shall in all respect be governed by English Law.