1. INTERPRETATION

In these Conditions the following words have the following meanings:- “Buyer” means the individual, firm, company or corporation placing an order with the Seller for Goods; “E-commerce” means the electronic ordering system such as a value added network (VAN) adopted by the Seller which may be offered to approved/registered users only for joint operation and mutual benefit, via an approved intermediary.; “End-User” means the individual person or organisation to whom the Buyer suppliers the Goods and into who’s premises the Goods are installed by the Buyer; “Goods” means the boilers and/or component parts, materials, spares or any of the Seller’s climate control products ordered from the Seller by the Buyer or to be supplied by the Seller to the Buyer; “Guarantee” means the guarantee referred to in clause 6 of these conditions which is given by the Seller to the End-User in relation to the Goods subject to the conditions contained in these Conditions and the specified in the Guarantee Statement; “Guarantee Statement” means the separate document headed “Guarantee Statement” which is issued by the Seller to the Buyer as amended from time to time for the benefit of the End-User; “Liability” means liability for any and all damages, claims, proceedings, actions, awards, expenses, penalties, costs, lost profits (including legal costs on a full indemnity basis and any increased administration costs) and any other losses or liabilities; “Seller" means Vaillant Group UK Ltd or Vaillant Industrial UK Limited of Nottingham Road, Belper, Derbyshire, DE56 1JT, as may be identified on the order acceptance.

2. BASIS OF CONTRACT AND ORDERS (Please note clause 10)

2.1 The Seller may in its sole discretion offer contract prices for certain orders and volumes. To obtain contract allowances it is the Buyer’s responsibility to verify contract numbers on the order at the time of implementation.

2.2 No variation to these conditions shall be binding on the Seller unless contained in the Seller’s quotation or agreed in writing between the Buyer and one of the Seller’s authorised representatives. The Seller’s employees, sub-contractors and/or agents are not authorised to make any representations or warranties concerning the Goods unless confirmed by the Seller in writing.

2.3 Any typographical, clerical or other error or omission in any document or information issued by the Seller shall be subject to correction without any Liability on the part of the Seller.

2.4 Orders are accepted subject to these Conditions. The Seller reserves the right to charge any additional costs incurred for packaging and palletisation.

2.5 All orders shall be in writing, signed by a duly authorised person, quoting the Buyer’s official order number, the delivery location and the date and time (if appropriate) for the delivery to be made. Where a contract delivery is made in respect of a third party the Seller requires a minimum of four weeks from the date of the order to date of delivery.

2.6 Where orders are completed in good faith in accordance with the quantities stated on the Buyer’s order, the Seller reserves the right to issue a handling charge of up to and including 20% of the invoice value of the Goods, where products are required to be returned to the Seller’s warehouse.

2.7 Spares are supplied in accordance with Buyer’s orders and the Seller’s Spares Policy, a copy of which can be obtained from the Seller’s Spares Sales Office. The Spares Sales Office requires a minimum of eight weeks notice for bulk purchase lines of the Seller’s spare parts. The Seller reserves the right to supply an alternative spare to meet the Buyer’s order requirement. Spares are supplied carriage paid by the Buyer.

3. DELIVERY

3.1 A delivery date will be quoted in good faith but will not be a term of the contract. The Seller will not have any Liability for any delay in delivery. Time for delivery is not of the essence.

3.2 No claim for loss or damage to Goods and materials delivered will be accepted by the Seller unless notification in writing of the nature and extent of such a claim is received by the Seller within five working days of despatch. The liability of the Seller shall be restricted to the value of the Goods despatched. Goods delivered outside UK mainland may be subject to carriage charges.

4. PRICE AND PAYMENT TERMS AND GOODS

4.1 Prices are quoted, exclusive of VAT (for which the Buyer shall be additionally liable), in good faith, but prices charged will be those in force at the date of despatch, in the absence of a separate contractual arrangement in writing with the Seller. The Seller reserves the right to vary the price at any time without notice. The price shall be paid in sterling by the Buyer in accordance with the terms stated on the Seller’s invoice.

4.2 The quantity and description of the Goods shall be as set out in the Seller’s quotation.

4.3 The Goods shall be manufactured and supplied in accordance with all applicable British Standards which relate specifically to the Goods.

4.4 The Seller’s terms of payment are as agreed between the Buyer and the Seller in writing. Time for payment shall be of the essence.

4.5 If the Buyer fails to make any payment in full on the due date, as indicated on the Seller’s invoice, the Seller may charge interest on all overdue amounts (both before and after judgement) at the prevailing rate, from time to time, under the. Late Payment of Commercial Debts (Interest) Act 1998 as amended from time to time. Such interest shall be compounded with monthly rests.

4.6 The Seller may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety, statutory or EC requirements. The Seller reserves the right to withdraw Goods from sale without notice where the specifications do not comply with the aforementioned safety, statutory or EC requirements.

5. RISK AND PROPERTY

5.1 Risk in the Goods shall pass to the Buyer upon delivery. Delivery shall be deemed to occur:-at the time when the Goods arrive at the Buyer’s premises or the other specified place for delivery, unless delivered by an independent contractor, when risk will pass upon the Goods leaving the Sellers premises.

5.2 All deliveries made, whether by the Seller’s own transport, or via an independent contractor, to the Buyer’s own premises or a third party contract site, must be legibly signed for by a duly authorised person. Where any dispute arises, the Seller reserves the right to refuse any credit allowances, however arising, in respect of unclear or unauthorised signatories for deliveries.

5.3 All Goods remain the property of the Seller until the Seller has received payment in cash or cleared funds for all sums due and/or owing for all Goods supplied under this or any other contract between the Seller and the Buyer. Payment of all sums due and/or owing shall include the amount of any interest or other sum payable under the terms of this and/or any other contract between the Seller and the Buyer.

5.4 Until property in the Goods has passed to the Buyer the Buyer shall keep the same in a fiduciary capacity for the Seller and shall take steps necessary to ensure the same are kept separately from any other assets in a safe place and are properly marked as the property of the Seller and insured to their full value while in the Buyer’s custody against all insurable risks and the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so, to enter upon any premises of the Buyer (or premises of third parties with their consent) where the Goods are stored and to repossess them.

6. GUARANTEE

6.1 The Seller Guarantees the Goods in accordance with the terms of the Guarantee Statement.

6.2 The Buyer will ensure that it makes a copy of the Guarantee Statement available to the End-User and complies in all other respects with the consumer legislation which relates to guarantees.

6.3 On condition that the Buyer adheres to and complies with the following terms and the terms of the Guarantee Statement the Seller will reimburse all reasonable external costs and expenses incurred by the Buyer arising as a direct result of a claim by an End-User relating to the Goods and which is covered by the Guarantee.

6.4 The Buyer will do any and all acts and/or things necessary to assist the Seller in determining the cause of any fault or defect which an End-User claims is covered by the Guarantee and repairing, replacing or refunding the price of the Goods to the End-User in accordance with the terms of the Guarantee Statement.

6.5 The Buyer must notify the Seller immediately upon receipt, notification or becoming aware of any claim by an End-User under the Guarantee relating to the Goods.

6.6 The Buyer will not make or give any admission, statement, promise and/or assurances to the End-User making a claim under the Guarantee without the express prior written authorisation of the Seller.

6.7 The Seller shall be under no Liability to the Buyer under the Guarantee or otherwise in respect of any defect in the Goods arising from:

6.7.1 any components which have been altered, treated, processed or worked on by the Buyer other than in the ordinary course of installation in accordance with the Seller’s Installation and Service Manual as amended from time to time; and/or

6.7.2 any drawing, design or specification supplied by the Buyer;

6.7.3 and/or which are caused by any subsequent mechanical, chemical, electrolytic or other damage not due to a defect in the Goods;

6.7.4 and/or which are caused by wilful damage, abnormal working conditions, misuse, alteration, repair or maintenance of Goods other than in accordance with the Sellers Installation and Service Manual, or negligence on the part of the Buyer or a third party

6.8 Where the Buyer notifies the Seller under and in accordance with clause 6.5 above, that an End-User has made a claim under the Guarantee, the Seller may ask the Buyer either for the return of the Goods and/or components to the Seller’s premises or for reasonable access to be given for inspection of the same. Upon the return of the Goods and/or component or upon its inspection (as the case may be) the Seller will, if the component is found to be defective, at its own option either repair or replace the component or credit the Buyer’s account with the value of the Goods where the Goods have been returned.