CLEAN AIR GROUP*

Conditions of Sale  

GENERAL

1. (a) These conditions apply to all sales of goods by any company within the Clean Air Group as specified

on the footer below (“the Seller”) and shall prevail over any other terms or conditions contained or

referred to in the Buyer’s order or in correspondence or elsewhere or implied by trade custom,

practice or course of dealing unless such other terms or conditions are specifically agreed to in

writing by the Seller. The Seller’s agents shall not have authority to enlarge, vary or exclude any of

these conditions. Any purported enlargement, variation or exclusion thereof shall be without effect

unless specifically agreed to in writing by the Seller and the Buyer.

(b) No terms or conditions of any main building contract or sub-contract shall affect these conditions

whether or not the Seller has notice thereof.

(c) The headings appearing above each condition are included for reference purposes only and shall

not affect or limit the interpretation and effect of these conditions.

QUOTATIONS

2. A quotation by the Seller shall constitute an invitation to treat and not an offer. The Seller may withdraw

or amend any quotation at any time prior to the Seller’s acceptance of the Buyer’s order.

ESTIMATES OF QUANTITIES AND ADVICE AS TO FITNESS FOR PURPOSE

3. Any estimates in respect of quantities needed or advice as to the suitability or fitness of any goods for any

particular purpose given by the Seller or its servants or agents will be treated as without obligation or

responsibility on the part of the Seller and the Buyer will be entirely responsible for ascertaining the

quantities required and the suitability and fitness of the goods for their purpose.

PRICE

4. (a) Subject to sub-clause (d) hereof, the price payable for the goods sold shall be that contained in

the Seller’s current price list at the time of despatch, notwithstanding that this may differ from the

price stated in any quotation by the Seller, unless the price quoted was not a list price current at

the time of the quotation.

(b) The Seller reserves the right to make such alterations to its price list as it thinks fit.

(c) Subject to a sub-clause (d) hereof, if there is no list price for the goods sold, or if the price quoted

was not a list price current at the time of quotation, then the price to be paid shall be the price

specified in the quotation, provided that the order has been accepted within the period specified in

the quotation.

(d) In addition to having the right reserved by sub-clause (b) hereof, the Seller shall have the right at

any time and without notice to revise the price payable for the goods sold to take account of

increases in costs including (without limitation) costs of any goods or materials carriage labour or

overheads the increase or imposition of any tax duty of other levy and any variation in exchange

rate since the date of preparation of the current price list or (in cases falling within sub-clause (c)

hereof) acceptance of the order.

(e) Unless otherwise agreed by the Seller in writing all prices shall be deemed to be exclusive of Value

Added Tax which shall be payable in addition by the Buyer at the rate prevailing at the tax point.

(f) Unless otherwise agreed by the Seller in writing the Seller reserves the right to charge the Buyer

the cost of transportation of the goods to the destination requested by the Buyer.

TERMS OF PAYMENT

5, (a) Credit accounts may be opened, subject to satisfactory credit references being obtained, in the

Seller’s sole discretion and the Seller can withdraw its consent to a credit account at any time.

Payment terms f or c r edit ac c o unt s are as specified in the Seller’s quotation or as

otherwise agreed in writing by the parties. In the event of there being any default by the Buyer

in making payment as aforesaid the entire balance of the said account shall be payable forthwith

and the Seller shall be entitled to charge interest thereon in accordance with sub-clause (d)

hereof.

(b) For all other transactions quotations shall be for cash with order. If cash is not paid with the order,

the Seller shall have the right to require cash on delivery and shall be under no obligation to

deliver the goods until such cash on delivery is paid.

(c) The Buyer shall not be entitled to withhold or set off payment of any amount due to the Seller under

the terms hereof whether in respect of any claim by the Buyer in respect of goods supplied by the

Seller or for any other reason.

(d) Without prejudice to the Seller’s right to enforce payment, if the Buyer fails to make payment as

hereinbefore provided the Seller shall be entitled to charge interest on any balance outstanding

from the date the same became due for payment at the applicable rate under the Late Payment

of Commercial Debts (Interest) Act 1998 and/or any other applicable statutory interest.

(e) Interest shall become due and payable pursuant to the foregoing clauses notwithstanding the fact

that a portion of the account be subject to any dispute or query.

(f) If in the case of any sale involving more than one delivery default is made in payment on the due

date the Seller shall have the right forthwith to suspend any further deliveries until payment; or by

notice in writing to the Buyer to terminate the contract in its entirety, whether or not the same is

severable and the Seller shall have no liability for any loss (including consequential loss) caused by or

arising as a result of such suspension.

(g) If at any time the Buyer (being an existing credit account customer) being a company shall alter its

constitution, shall undergo a change of control or being a sole trader or partnership shall become

incorporated or amalgamated with others it shall be the duty of the Buyer to give prior written

notice to the Seller of the intended change (should the Buyer wish to continue credit account

facilities following any intended change). Continuance of trading with the company, amalgamated

entity or commencement of trading with a new entity shall be in the sole discretion of and

only deemed undertaken by the Seller if a written acknowledgement and acceptance is

issued by the Seller’s Credit Controller or Sales Director or Company Secretary.

DELIVERY

6. (a) Delivery dates mentioned in any quotation or acceptance form or elsewhere are approximate only

and not of any contractual effect and the Seller shall not be under any liability to the Buyer in

respect of any failure to deliver on any particular date or dates, nor shall time be of the essence of

any contract.

(b) Where delivery to site is undertaken by the Seller it is on the understanding that there is a suitable

road to the point on the site where delivery is requested. If no such road exists delivery will be

made to the nearest point to which in the opinion of the Seller’s driver motor lorries can safely

proceed and unload.

(c) All necessary labour and equipment required to unload materials promptly shall be supplied by the

Buyer and the Seller’s drivers shall not be responsible for unloading.

(d) If the Buyer refuses or fails to take delivery of goods tendered in accordance with the Contract the

Seller shall be entitled to immediate payment in full for the goods so tendered. The Seller shall be

entitled to store at the risk of the Buyer any goods of which the Buyer refuses or fails to take

delivery and the Buyer shall in addition to the purchase price pay all costs of such storage and any

additional cost or carriage incurred as a result of such refusal or failure.

RISK

7. Save as set out in clause 6(d) above the risk in the goods shall pass to the Buyer upon delivery.

TITLE TO GOODS

8. Until the Seller has been paid in full the price of the goods and the cost of packaging together with any

interest and charges thereon:-

(i) Ownership of the goods shall remain in the Seller, and the Buyer shall hold the goods as fiduciary

bailee for the Seller.

(ii) The Buyer has a right to sell and deliver the goods to third parties in the ordinary course of his

business, acting towards such third parties as a principal and not as the Seller’s agent, but it shall

hold all proceeds of sale on trust for the Seller in a separate bank account, the Buyer hereby

assigning to the Seller all rights and claims which the Buyer may have against its customers arising

from such sales until full payment is made as aforesaid.

(iii) The Buyer shall if required by the Seller store the goods in such a way as clearly to show the

Seller’s ownership of them.

(iv) The Buyer shall notify the Seller immediately upon demand by the Seller of the place or places

where the goods are situated.

(v) The Buyer shall afford to the Seller access to the goods during all normal business hours whether

they are upon land occupied or owned by the Buyer or its customers and the Buyer shall deliver

the goods up to the Seller at its request and allow the Seller to remove the same. For this purpose

the Buyer hereby grants an irrevocable right and licence to the Seller’s servants or agents to enter

upon the said land with or without vehicles during normal business hours.

SELLER’S LIABILITY

9. (a) The Seller does not exclude liability for death or personal injury to the extent that it results from the

negligence of the Seller, its servants or agents.

(b) The Seller does not accept liability for shortages in quantities delivered unless the Buyer notifies

the Seller of any claim for short delivery of the goods within 2 working days of the delivery to the

Buyer or to the Buyer’s instructions. In such circumstances the Seller’s liability shall be restricted

to making good the shortage.

(c) The Seller agrees to repair or replace free of charge any goods which, in the opinion of the Seller,

are defective due to a manufacturing fault, but only if the same is reported to the seller in writing

within 2 working days of delivery of the goods to the Buyer or the Buyer’s order, but the Seller will

not be responsible either for the cost of removing any defective goods from any place where they

are installed or affixed (or for making good the said place after removal) or for the cost of installing

or affixing in such place any repaired or replacement goods unless the same shall have been

previously agreed in writing with a Director of the Seller.

(d) Save as aforesaid, all liability for any representations whether oral or in writing and all guarantees,

conditions or warranties whether expressed or implied by statute, common law or otherwise is

hereby excluded, and the Seller shall not be liable for any loss (including consequential loss),

damage or delay or expense of any kind whatsoever and howsoever caused (including by the

negligence of the Seller its servants or agents).

(e) Save as to the matters set out in (a) and (b) above, the Buyer acknowledges and agrees that he is

able (if he so wishes) to ensure against the risk of any loss (including consequential loss), damage

or delay or expense of any kind whatsoever and howsoever caused (including by the negligence of

the Seller its servants or agents).

(f) If the Buyer is dealing as consumer as defined by section 12 of the Unfair Contract Terms Act 1977

the Seller does not exclude liability for obligations arising under Chapter 2 of the Consumer Rights

Act 2015 or under sections 13, 14 and 15 of the Sale of Goods Act 1979 or under sections 9, 10

and 11 of the Supply of Goods (Implied Terms) Act 1973.

(g) Where fine or especial tolerances are required in the goods supplied beyond those generally

accepted in the building trade, no liability will attach to the Seller unless such fine tolerances are

notified in writing to the Seller at the time of order and the Seller has acknowledged, in writing that

it is prepared to accept such order.

(h) The Buyer shall indemnify the Seller against any liability which the latter may incur (whether as a

result of or in connection with court proceedings or under the terms of a bona fide out of court

settlement) as a result of a claim against the Seller under Part1 of the Consumer Protection Act

1987 in respect of an alleged defect in the goods.

MEASURES

10. The Seller shall have the option to supply all or any of the goods in either metric or imperial size in the

nearest equivalent measure and goods may be charged in metric measure allowing for conversion.

PACKAGING

11. (a) A charge will be made by the Seller for packaging to cover the cost of labour and materials.

(b) Crates and cases will be charged for but charges will be credited in full when returnable empties

are returned to the Seller carriage paid and in good condition.

(c) Pallets will be charged for but charges will be credited in full if returned to the Seller carriage paid

in good condition within seven days of delivery. A charge may be made if damaged or retained for

more than seven days.

(d) Polythene sacks will be non- returnable.

CANCELLATIONS OF ORDER

12. The Seller may in its sole discretion accept or reject the cancellation of any order once such order has been

accepted by the Seller. The Seller will in no circumstances accept the cancellation of an order for goods

which are to be specially made or obtained once such an order has been accepted by the Seller nor will

any allowance be made in respect of such goods where they are subsequently returned.

RETURN OF GOODS

13. The Seller may in its sole discretion accept of reject the return of any goods which have been incorrectly

ordered. In the event that the Seller decides to accept the return of such goods, such acceptance shall be

upon such terms as the Seller may determine and in particular the Seller reserves the right to charge for

the carriage and handling of such goods.

FORCE MAJEURE CLAUSE

14. The Seller shall be under no liability for any loss (including consequential loss), damage or delay or

expenses of any kind whatsoever caused wholly or in part by Act of God, pandemic or epidemic, outbreak

of war, riot, civil commotion, governmental policies or restrictions or control, including restrictions of export

or import or other licences, trade or industrial disputes of whatever nature, whether or not such dispute

involves the Seller, its servants or agents, or by any other contingency whatsoever which is beyond the

control of the Seller.

BUYER’S BANKRUPTCY OR INSOLVENCY

15. If the Buyer makes a proposal for or enters into a scheme of arrangement or a composition with it or its

creditors or fails to comply with a statutory demand for the repayment of a debt within the time therein

allowed, or if (where the Buyer is an individual or, where the Buyer is a partnership in the case of any

individual partner) an application is made to the court under Part VIII of the Insolvency Act 1986 for an

interim order for the purpose of a voluntary arrangement or an order made for the administration of his

estate pursuant to Part VI of the County Courts Act 1984 or bankruptcy petition relating to him is presented

to the court, or he is adjudged bankrupt, or (where the Buyer is a company) a petition for an administration

order is presented to the court pursuant to Part II of the insolvency Act 1986 or the Buyer passes a

resolution or the court makes an order that it shall be wound up (otherwise than for the purpose of

amalgamation or reconstruction) or a receiver or administrative receiver is appointed of any of the assets

or undertaking of the Buyer or circumstances arise which entitle the court or a creditor to appoint a receiver

or administrative receiver or (where the Buyer is either a company or a partnership) which entitle the court

to make a winding-up order (whether the Buyer is a company, a partnership or an individual) the Buyer

takes or suffers any similar action in consequence of debt, the Seller may stop any goods in transit and

suspend further deliveries and may forthwith determine the contract without prejudice to the continuation

of all the Seller’s rights hereunder and to any existing claims.

NON-WAIVER OF RIGHTS

16. The failure by either party to the contract to exercise or enforce any rights conferred by the contract shall

not be deemed to be a waiver of any such right nor operate so as to bar the exercise and enforcement

thereof at any time or times thereafter.

NOTICES

17. Any notices hereunder shall be in permanent readable form and shall be deemed properly delivered if

addressed to the party concerned at its principal place of business or last known address.

*CLEAN AIR GROUP IS A TRADING STYLE OF: CLEAN AIR TECHNOLOGY LTD. – REGISTERED IN ENGLAND NO. 2709102, CLEAN AIR INSTALLATIONS LTD. – REGISTERED IN ENGLAND NO. 3915686, CLEAN AIR FACILITIES LTD. – REGISTERED IN ENGLAND NO. 3915661

Registered address: 5 Newton Close, Drayton Fields, Daventry, Northants NN11 8RR

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