Terms and Conditions of Sale 

1.    Interpretation

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 The Natural Energy Company.

‘Goods’ means the products, services, labour and charges (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 conditions of sale set out in this document. ‘Contract’ means the Contract for the purchase and sale of the Goods.

‘Writing’ includes cable, facsimile transmission and  comparable means of communication.

1.2   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.

1.3   ‘The Manufacturer’ means the relevant manufacturer of supplied goods by the Company.

2.    Basis of the Sale

2.1   An invoice will be deemed to be accepted if not queried within 7 days from date of invoice.

2.2   These Conditions shall govern the Contract to the exclusion of any other terms and conditions unless otherwise agreed in writing by the parties to the Contract (including but without limitation any terms or conditions which the  Purchaser purports to apply under any purchase order, condition of order, specification or other document).

2.3   In entering the Contract the Purchaser acknowledges that it does not rely on any statement, promise or representation made or given by or on behalf of the Company unless such representations are confirmed in writing by or on behalf of the Company. Nothing in this condition shall exclude or limit the   Company’s liability for fraudulent   misrepresentation.

2.4   The Purchaser further acknowledges that prior to submitting an offer or order for the Goods it has received a copy of these conditions or has visited the Company web site www.thenaturalenergycompany.co.uk and makes its order to purchase in full knowledge and acceptance thereof, unless agreed specifically in writing by the Company and the        Purchaser.

2.5  If at any time the Purchaser (being an existing credit account customer) being a company shall alter its constitution or being a sole trader or partnership shall become incorporated or amalgamated with others it shall be the duty of the Purchaser to give prior written notice to the Company of the intended change (should the Purchaser wish to continue credit account facilities following any intended change). Continuance of trading with the amalgamated entity or commencement of trading with a new entity shall be in the sole discretion and only deemed undertaken by the Company if a written acknowledgement and acceptance is issued by the Company’s credit controller or Financial  Director.

2.6  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 terms or conditions.

Official offers, accepted in writing by the Company, are valid if the following have been met:

1.       An Altherma specification report has been generated and supplied to the reseller or customer.

2.       The reseller, customer (or appointed agent e.g.. architect) has provided drawings of the proposed installation.

3.       Official Altherma installation offer detailing the following:

a)      Agreement for the proposed route installation of the refrigeration pipe work.

b)      Details of the assigned plumbers and qualified electricians.

c)      Details of the Company or qualified individuals that will provide the maintenance contract and estimated cost of such. 

An incomplete offer renders any written official offer as an estimate.

      Installation of an Altherma system shall be via a pre-prepared route as determined by drawings and confirmed in the official letter of offer. Where a customer or reseller has employed a plumber and electrician, an official offer is based upon one visit to connect and install the outdoor unit and commission the system. Additional visits will be invoiced on a ½ daily basis for labour and additional costs. It is the responsibility of the customer or reseller to ensure that all aspects of the Daikin Altherma manuals are met to ensure conformity. All official offer is based upon a maximum of 10 metres of refrigeration pipe work from the indoor unit through a pre-prepared route unless otherwise stated within the official offer.

2.7   Any typographical, clerical or other error or omission in the sales literature, quotation, price list, drawings,        acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction    without any liability on behalf of the Company.

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 sufficient 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’s offer.

3.3   All samples, drawings, descriptive matter, specification and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues, brochures or web sites are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.

3.4   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.

3.5   Changes to an acceptable order shall be treated as a separate order, unless otherwise agreed in writing by the Company. If any changes are made to an original order, the price, discount on or delivery date of that order are        subject to change.

3.6   No order which has been accepted by the Company may be cancelled by the Purchaser except with the agreement in writing of the Company.

3.7   In the event of unauthorised cancellation the Purchaser shall be responsible to the Company for 25% of the value of the goods cancelled for all loss (including loss of profit) costs (including he cost of all labour and materials used) damages, charges and expenses incurred by the Company as a result of cancellation

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   The Purchaser shall pay the price of the Goods within 7 days of the date of the Company’s invoice whether or not  delivery/collection has taken place. Payment terms stand at 7 days from the supply or commissioning of the    Altherma system. All goods remain the property of The Natural Energy Company until paid in full. Subject to a         satisfactory and operational installation, we reserve the right to remove or de-gas an installation if payment is not    received. Removal or de-gassing of a system will incur charges appropriate to the cost of undertaking such.

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:

       (i)  Cancel the Contract or suspend any further deliveries to the Purchaser.

       (ii) Charge interest at the rate of 3% per month on all overdue balances.

       (iii) Charge the Purchaser such reasonable costs as it may incur in recovering any overdue balances.

5.4   All accounts are payable on demand. In the absence of demand, payment in full for the goods supplied shall be made by the Purchaser to the Company on or before the last day of the month following the date of invoice.

5.5   The time within which the Purchaser is to pay for the goods shall be of the essence of this contract and in the event the Purchaser shall fail to make payment by the due date, all sums due to the Company from the Purchaser under this or any other contract for the supply of goods shall forthwith become due and payable to the Company.

5.6   Any discount offered by the Company for prompt payment 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 discount amount will remain outstanding and due.

5.7   The Purchaser shall make all payments due under the Contract in full without any deduction whether by way of set off, counterclaim, discount, abatement or otherwise.

6.    Delivery

6.1   The Purchaser acknowledges that if it or its employees, agents or sub contractors enter on the Company’s premises in connection with this Contract then they do so completely at their own risk and the Company hereby excludes to the fullest extent permitted by law all liability to the Purchaser, its employees or those of the agents or subcontractors of the Purchaser while in or about the Company’s premises, or any place of business or any contractor’s site.

6.2   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 to premises designated by the Purchaser and accepted in writing by the Company.

6.3   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.

6.4   If the Company is not notified by the Purchaser of cancellation/postponement of  delivery and Goods having been despatched have to be returned for redelivery then a charge will be made together with a handling and administration cost.

6.5   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 instalment shall not entitle the Purchaser to treat the Contract as a whole as repudiated.

6.6   If the Company fails to deliver the Goods for any reason other than any cause beyond the Company’s reasonable  control or the Purchaser’s fault and the Company is accordingly liable to the Purchaser, the Company’s liability shall   be limited to the difference (if any) between the price of the Goods and the cost to the Purchaser  (in the cheapest available market) of similar goods to replace those not delivered.

6.7   Timed deliveries: the Company will only be liable if a timed delivery charge has been made.

6.8   Delivery to site: an authorised representative of the Purchaser must sign for the Goods.

6.9   Goods will not be left without signature.

6.10 Damage claims must be notified within 3 (three) working days from date of delivery. No claims will be accepted after that.

6.11 Off-loading, positioning or supervision of goods is not the responsibility of the Company.

7.    Returns

Goods supplied in accordance with the Purchaser’s order and subsequently returned, will only be credited provided that the Company’s written agreement has been obtained and provided that the price at which the goods will be credited as being agreed by the Company and that the Goods are unused and undamaged.

All returns are subject to a minimum restocking charge of 5% up to a maximum of 100%. Specially ordered items cannot be returned. 

8.    Risk & Property

8.1   Risk of damage to or loss of the Goods shall pass to the Purchaser at the time of delivery, or if the Purchaser wrongfully fails to take delivery of the goods, the time when the Company has tendered delivery of the goods.

8.2   Notwithstanding delivery and the passing of risk in the Goods or any other provisions of these conditions or goods  supplied by the Company to the Purchaser shall remain the sole absolute property of the Company both in law and  equity until the Purchaser shall have paid the Company in full for such goods and for any other goods supplied by the Company to the Purchaser.

8.3   The Purchaser acknowledges that it is in possession of all goods supplied to it by the Company solely as bailee for  the Company until the Purchaser has paid the Company in full for such goods and for any other goods supplied by        the Company to the Purchaser.

8.4   Until such time as the Purchaser becomes the owner of the Goods, in accordance with the above provisions, the Purchaser shall store on its premises at its own sole risk separately from its own goods, or those of any other person,   in a manner which makes them at all times readily indefinable as the Company’s goods.

8.5   The Purchaser’s right to possession of the goods shall cease if it does anything or fails to do anything which would  entitle a receiver to take possession of any assets or if a person presents a petition for winding up or bankruptcy        against the Purchaser or if it becomes insolvent.

8.6   For the purpose of examining or recovering the Goods supplied to the Purchaser, the Company may enter upon any premises where the goods are stored or where the Company reasonably believes them to be stored.

8.7   Until such time as pursuant to the above provisions, either the Purchaser shall have acquired property in the goods or   the Purchaser shall have ceased to have right to possession of the goods, the Purchaser is hereby licensed by the  Company to sell the goods in the ordinary course of business of the Purchaser on the Company’s behalf as agent save that the Purchaser shall not hold itself out as such but shall sell on its own account. 

9.    Warranties & Liability

9.1   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 and workmanship for a period of 36 months from the date of installation or 42 months from the date of delivery, whichever is the shorter period for Daikin equipment.    Space Air accessories, system gassing and Daikin controls warranty is 12 months from date of delivery, parts only.

9.2   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)    to ensure that all aspects of the Daikin installation manuals are followed.

       (iii)   current building regulations are met so far as heating, plumbing and electrical requirements.

       (iv)   the Daikin Altherma installation has a conformity certificate provided by a qualified electrician.

       (v)    a maintenance contract must be in place by 2 months of commissioning date for at least 3 years from the date of commissioning.

       (vi)   The Goods are maintained in accordance with the manufacturer’s instructions by an authorised dealer or                   installer of the Company.

       (vii)  The Company will not issue credits for either parts or labour allowance until complete warranty forms and                 faulty parts are returned.

       (viii)  Warranty forms must be returned within 21 days of advice date and, if not, an invoice will be issued for                     payment without further notice.

       (ix)   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.

       (x)    The Company shall be under no liability in respect for any defect arising from fair wear and tear, wilful              damage, negligence, abnormal working conditions, failure to follow the Company’s instructions, misuse or alteration or repair of the Goods by anyone other than an authorised dealer or installer of the Company.

       (xi)   The Company shall be under no liability under the above warranty if the total price for the goods has not been paid by the due date for  payment.

       (xii)  Spare parts: spare parts excluding compressors are subject to 12 months warranty period from date of delivery. Compressors supplied as spare parts are subject to 90 days warranty period from the date of delivery.

       If during commissioning there are areas which the commissioning engineer deems as not meeting the above        requirements, a letter of notice will be issued detailing all shortcomings. If the system is potentially dangerous the        outdoor unit will not be commissioned .

9.3   Labour contribution depends on the part being replaced and is in accordance with the manufacturer’s Schedule of Payment. No additional charge or expenses will be acceptable.

9.4   The extended warranty does not apply to unmatched equipment as recommended by the manufacturer where only 12 months warranty will apply from date of delivery.

9.5   If the Company is required to attend on site in the event of a breakdown, travelling expenses and labour costs will be chargeable.

9.6   Upon request by the Company the Purchaser shall provide the Company with evidence of regular maintenance under a maintenance contract using a contractor approved by the Company.

9.7   Subject as expressly provided in these Conditions and except where the Goods are sold to a person dealing as a  consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms        implied by statute or common law are excluded to the fullest extent permitted by law.

9.8   Where any valid claim in respect of any Goods which is based on any defect in the quality of 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 proportion part of the price) but the Company shall have no further liability to the Purchaser.

9.9   Except in respect of death or personal injury caused by the Company’s negligence the Company shall not be liable  to the Purchaser by reason of any representation of any implied warranty, condition or other term of any duty at common law or under the express terms of the Contract for any consequential loss of damages (whether for loss of       profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of in connection with the    supply of the Goods or their use or resale by the Purchaser except as expressly provided in these conditions.

9.10 The Company is not liable for any damage to third party property as a result of water damage through leaks and  condensation.

10.  Force Majeure

The Company shall not be liability 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 obligations in relation to the Goods if the delay or failure was to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Company’s reasonable control:

       (i)  Act of God, explosion, floor, tempest, fire or accident.

       (ii) War or threat of war, sabotage, insurrection, civil disturbance or requisition.

       (iii) Import or export regulations or embargoes.

       (iv) Strikes, lock outs or other industrial actions or trade disputes (whether involving employees of the Company or              of a third party).

       (v) Power failure or breakdown in machinery.

11.  Confidentiality

The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives (including but without limitation pricing information any other information or advice contained in quotations or during the quotation process) which are of a confidential nature and have been disclosed to the Purchaser by the Company, its employees, agents or sub-contractors whether orally or in writing and whether or not specifically marked confidential and any other confidential information concerning the Company’s business or its products which the Purchaser may obtain.

12.  Purchaser’s Information

Except as may be necessary for the execution of the Contract or as the Purchaser may authorise in writing the Company shall not except where it is necessary for proper performance of the Contract disclose or make use of the information contained in any drawings, designs, instructions, descriptions, specifications or samples provided by the Purchaser and all such drawings, designs, instructions, descriptions, specifications and samples and all copies thereof shall be returned to the Purchaser upon request upon completion of the Contract.

13.  General

(1)   Pre-Sale Confidentiality:  The information contained in any tender document or any quotation shall be treated by the enquirer or prospective Purchaser and his agents as strictly private and confidential up until the date it awards the  contract, which is the subject of the tender document or quotation. The enquirer or prospective purchaser and his        agents shall make all reasonable precautions to ensure that the tender or quotation information is not disclosed to any  party whatsoever unless its disclosure has been expressly authorised in writing by the Company.

(2)   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.

(3)   The Natural Energy Company recommends that the Purchaser meets local Planning, Building Control, Water Regulations, Electrical Regulations and Plumbing Regulations. The purchaser of the equipment is responsible for ensuring compliance with Planning Authorities, Building Control, Water Regulations, Electrical Regulations and Plumbing Regulations.

(4)   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.

(5)   The Contract shall be governed by the Laws of Scotland and the parties irrevocably agreed that the Courts of        Scotland shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with        it or its subject matter.