Business T&Cs

These terms and conditions apply to you if you are a business purchasing goods or services from us (whether you are a sole trader, limited company or otherwise). 

If you are a “consumer”, please refer to our Business to Consumer Terms and Conditions, which shall apply to you instead of these terms and conditions.  You are a consumer if you are an individual acting for purposes which are wholly or mainly outside your trade, business, craft or profession.  

Defined terms and rules of interpretation 

The following definitions shall apply in these Terms:

• Contract: means the contract between you and us for the supply of Goods and/or Services in accordance with these Terms and any Maintenance Agreements.

Delivery Location: has the meaning ascribed to it in clause 3.2.

Force Majeure Event: has the meaning ascribed to it in clause 13.

Goods: the goods (or any part of them) set out in the Order Confirmation.

Goods Warranty Period: has the meaning ascribed to it in clause 3.8.1.

Installation Services: means the installation services provided by us in order to install Goods which we are providing to you under the Contract.

Maintenance Agreement: means the maintenance agreement(s) which is/are signed between you and us in relation to the provision of Maintenance Services.

Maintenance Services: means the provision by us of pre-planned maintenance services for either your existing air conditioning equipment or for Goods which we have delivered and installed for you.

Order Confirmation: has the meaning ascribed to it in clause 2.3.

Reactive Services: means the provision by us of emergency maintenance services and/or breakdown call outs for either your existing air conditioning equipment or for Goods which we have delivered and installed for you.

Services: the services to be provided to you by us under the Contract (comprising of the Installation Services and/or the Maintenance Services and/or the Reactive Services as applicable).

the parties: means you, and us, and a “party” shall be construed accordingly.

these Terms: means these terms and conditions as amended from time to time in accordance with clause 14.7.

 The following rules of interpretation shall apply in these Terms:

• A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
• A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision;
• Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms; and
• A reference to writing or written includes by email but not fax.

 Basis of contract 

• If you would like us to provide Goods and carry out Installation Services or provide Maintenance Services, we will provide you with a written quotation detailing the Goods and/or Services required and the price, together with our accreditation pack. Our quotations are valid for 30 days only (from the date of issue) and shall not constitute an offer. If you would like to proceed with a quotation you must issue a written order which includes the reference number of a valid quotation. Your written order constitutes an offer by you to purchase Goods and/or Services from us in accordance with these Terms. 

• If you would like us to provide Reactive Services for your existing air conditioning equipment, you may place an order verbally or in writing (a “works request”). In response to a works request, we will send you an email setting out our schedule of rates. 

• In either of the scenarios described in clauses 2.1 and 2.2 above, no orders for Goods and/or Services or works requests submitted by you shall be treated as having been accepted by us, unless and until confirmed by us (“Order Confirmation”). The Order Confirmation will normally be in writing, unless you have requested Reactive Services in which case, to allow us to supply the Goods and/or Services as soon as possible, we may at our discretion provide the Order Confirmation to you orally, to follow in writing as soon as reasonably practicable. 

• You shall be responsible for ensuring the accuracy of the terms of any order or works request and for checking that the Order Confirmation is correct. 

• No order or works requests which we have accepted may be cancelled by you. 

• Any samples, drawings, descriptive matter or advertising issued by us and any descriptions of the Goods or illustrations or descriptions of the Services contained in our catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form part of the Contract nor have any contractual force.

• These Terms apply to the exclusion of any other terms that you seek to impose, except that, if you have ordered Maintenance Services from us then the Maintenance Agreement shall also apply.

 

Supply of Goods and/or Services

We shall supply the Goods and/or Services to you in accordance with the Order Confirmation in all material respects.

We shall deliver the Goods to the location set out in the Order Confirmation or such other location as the parties may agree (“Delivery Location”) at any time after the Supplier notified that the Goods are ready. Delivery of the Goods shall be completed on unloading of the Goods at the Delivery Location.

We shall use reasonable endeavours to meet any timescale specified in the Order Confirmation, but any such timescale shall be an estimate only and the time of delivery is not of the essence. We shall not be liable for any delay in supplying the Goods and/or Services.

If we fail to deliver the Goods, our liability shall be limited to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. We shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

If you fail to accept delivery of the Goods within 3 Business Days of us notifying you that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by our failure to comply with our obligations under these Terms:

• • delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which we notified you that the Goods were ready; and
  • we shall store the Goods until actual delivery takes place, and charge you for all related costs and expenses (including insurance). We will issue you with an invoice in relation to any such costs, which must be paid by you in accordance with clause 6.4.

If 10 Business Days after the day on which we notified you that the Goods were ready for delivery you have not accepted actual delivery of them, we may resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods. If for any reason, we cannot resell your Goods, we will need to return them to our supplier and restock them, and any costs associated with this shall be borne by you.  We will issue you with an invoice in relation to any such costs, which must be paid by you in accordance with clause 6.4.

We shall have the right to make any changes to the Goods and Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Goods and Services, and we shall notify you in any such event.

We warrant to you that:

• the Goods will be of satisfactory quality for the period set out in our quotation (the “Goods Warranty Period”); and

• the Services will be supplied using reasonable skill and care and in accordance with all applicable laws and regulations, including those relating to health and safety.
• Subject to clause 3.10, if:

• during the Goods Warranty Period, you give notice in writing to us, within a reasonable time of discovery (and in no circumstances more than 1 Business Day after discovery), that some or all of the Goods do not comply with the warranty set out in clause 8.1;
• we are given a reasonable opportunity of examining such Goods; and
• you (if asked to do so by us) allow us to collect the Goods from, or have access to the Goods at, the Delivery Location,

we shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

We shall not be liable for the Goods’ failure to comply with the warranty set out in clause 3.8.1 if:

• you have made any further use of such Goods after giving a notice in accordance with clause 3.9;
• the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
• the defect arises as a result of failure to follow our or the manufacturer’s instructions (whether oral or written) as to the use or maintenance of the Goods or if there are none, good trade practice regarding the same;
• where you have altered or repaired the Goods without our prior written approval; or
• the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

Except as provided in this clause 3, we shall have no liability to you in respect of the Goods’ failure to comply with the warranty set out in clause 3.8.1.

Our engineers carry a stock of spare parts in their vans but when requesting Reactive Services, you acknowledge that some spare parts may need to be ordered if they are not carried in van stock.

You further acknowledge that while we make every effort to give our customers satisfaction when maintaining and repairing equipment, we cannot guarantee that further faults will not develop as the equipment contains numerous component parts and a breakdown which occurs following one repair may give rise to symptoms identical to those that were present at the time of the earlier breakdown.

Where we supply Goods from a manufacturer for whom we are an authorised support partner, you will be entitled to the manufacturer’s warranty for them provided that the Goods have been installed and maintained exclusively by us during the warranty period.

We shall use reasonable endeavours to comply with general industry service standards applicable to the Goods and/or Services and such accreditations as we may obtain from time to time.

We may agree to provide you (on a rental or free of charge basis) with temporary equipment while a repair is underway provided always that you acknowledge that such equipment belongs to us at all times and that we, may at our sole discretion, remove it from your premises at any time. You shall indemnify us for any damage caused to such temporary equipment while it is in your possession, other than where such damage was caused by us or our employees or our subcontractors.

These Terms shall apply to any repaired or replacement Goods supplied by us.

Risk in and Ownership of Goods

 Risk in the Goods shall pass to you on delivery to the Delivery Location.

 Ownership of the Goods shall only pass to you once the charges and all other sums due under these Terms have been paid to us in full, cleared funds.

Until ownership to the Goods has passed to you, you shall:

• • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
  • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on our behalf from the date of delivery;
  • notify us immediately if it becomes subject to any of the events listed in clause 11.2.2 to clause 11.2.5; and
  • give us such information as we may reasonably require from time to time relating to: (a) the Goods; and (b) your ongoing financial position.

At any time before ownership to the Goods passes to you, we may require you to deliver up all Goods in your possession and if you fail to do so promptly, enter the premises where the Goods are stored in order to recover them.

 Your Obligations

You shall:

• co-operate with us in all matters relating to the Goods and/or Services;

• provide us, our employees, agents, consultants and subcontractors, with access to your premises and other facilities as reasonably required by us;

• provide us with such information and materials as we may reasonably require in order to supply the Goods and/or Services and ensure that such information is accurate in all material respects;

• prepare the Delivery Location and your premises for the supply of the Goods and/or Services;

• obtain and maintain all necessary licences, permissions and consents which may be required before the Goods and/or Services are supplied; and

• keep and maintain all our equipment, tools and other property at your premises in safe custody at your own risk, and not dispose of or use it other than in accordance with our instructions.

• If we are prevented or delayed from performing our obligations under the Contact by any act or omission by you or your failure to perform any of your obligations (“Your Default”) then:

• we shall, without limiting our other rights, have the right to suspend the supply of the Goods and/or Services until you remedy Your Default, and to rely on Your Default to relieve us from our obligations to the extent that Your Default prevents or delays us from performing our obligations;

• we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform our obligations as a result of Your Default; and

• you shall reimburse us for any costs or losses sustained or incurred by us arising directly or indirectly from Your Default.

Charges and Payment

The charges payable by you:

• for any Goods, Installation Services, and/or Maintenance Services, shall be as set out in the Order Confirmation (subject to the provisions of these Terms and/or the terms of any applicable Maintenance Agreement); and

• For any Reactive Services, charges are to be calculated on a time and materials basis:
  • they shall be calculated in accordance with our schedule of rates as in force from time to time and sent to you at the time of the works request. Please note that these rates will be subject to a minimum call out fee as set out in the schedule of rates;
  • our standard rates apply between 08:00 and 17:00 hours Monday to Friday (excluding UK bank holidays) and our overtime rates apply outside of these hours (full details available on request).

• The charges payable by you are exclusive of VAT which you shall be additionally liable to pay us at the same time as payment is due for the supply of the Goods or Services.

• If the Contract is based on our quotation the price shall be invoiced in accordance with any timetable set out in the quotation. In all other cases: (a) in respect of Goods, we shall invoice you on or at any time after completion of delivery; and (b) in respect of Services, we shall invoice you on completion of the Services.

• You shall pay each invoice submitted by us:

• within 30 days of the date of the invoice; and

• in full cleared funds to a bank account nominated in writing by us or by cheque,and time for payment shall be of the essence.

• Without limiting any of our other rights, if you fail to make any payment due to us by the due date, we shall have the right to charge interest on the overdue amount at the rate of 4% per annum above the then current Barclays Bank Plc base lending rate from the due date until the date of actual payment of the overdue amount, whether before or after judgment.

• You shall pay all amounts due in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. We may, without limiting our other rights, set off any amount owing to us by you against any amount payable by us to you.

 

Intellectual Property Rights

The copyright, design rights and all other intellectual property rights in any drawings and other documents that we prepare or produce for you in connection with the Services will belong to us absolutely and you may only use them with our prior written consent.

Where you provide us with materials (i.e. floorplans or other materials relating to the provision of the Goods and/or Services), you grant us a fully paid-up, non-exclusive, royalty-free non-transferable licence to use such materials for the purpose of providing the Goods and/or Services to you.

Data protection

The following definitions apply in this clause 8:

• Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
• Customer Personal Data: means any personal data provided by or on behalf of you (or any user of our Services).
• Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).
• Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

• Both you and us shall comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, either of our respective obligations or rights under the Data Protection Legislation.

• The parties acknowledge that for the purposes of the Data Protection Legislation, if we process any Customer Personal Data as a data controller when performing our obligations under the Contract then the provisions of our privacy policy shall apply. The parties further acknowledge that to the extent that we are a data processor and you are the data controller, we shall only process the Customer Personal Data in accordance with your instructions and the remainder of this clause 8 shall apply accordingly.

• Without prejudice to the generality of clause 8.2, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to us for the duration and purposes of provision of the Goods and/or Services.

Without prejudice to the generality of clause 8.2, we shall, in relation to any Customer Personal Data processed in connection with the performance by us of our obligations under the Contract:

• process that Customer Personal Data only on your documented written instructions, unless we are required by Domestic Law to otherwise process that Customer Personal Data. Where we are relying on Domestic Law as the basis for processing Customer Personal Data, we shall promptly notify you of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits us from so notifying you;
• ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Customer Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Customer Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
• ensure that all personnel who have access to and/or process Customer Personal Data are obliged to keep the Customer Personal Data confidential; and
• not transfer any Customer Personal Data outside of the UK unless we have obtained your prior written consent and the following conditions are fulfilled:
  • you or we have provided appropriate safeguards in relation to the transfer;
  • the Data Subject has enforceable rights and effective legal remedies;
  • we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Customer Personal Data that is transferred; and
  • we comply with reasonable instructions notified by you to us in advance with respect to the processing of the Customer Personal Data;
• assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with our obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
• notify you without undue delay on becoming aware of a Personal Data Breach;
• at your written direction, delete or return Customer Personal Data and copies thereof to you on termination of the Contract unless required by Domestic Law to store the Customer Personal Data; and
• maintain complete and accurate records and information to demonstrate our compliance with this clause 8.

You consent to us appointing third-party processors of Customer Personal Data under the Contract, provided that we have entered or (as the case may be) will enter into a written agreement with such third-party processors which reflect and will continue to reflect the requirements of the Data Protection Legislation. We shall remain fully liable to you for all acts or omissions of any third-party processor appointed by us pursuant to this clause 6.

 Confidentiality

• • Each party undertakes to the other party that it shall not at any time disclose to any person any confidential information concerning the assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9.2.
  • Each party is permitted to disclose the other party’s confidential information:
    • to their employees, officers, representatives, contractors or subcontractors or advisers who need to know such information for the purposes of exercising its rights or carrying out its obligations under or in connection the Contract. Such party shall ensure that its respective employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 9; and
    • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  • Neither party shall use the other party’s confidential information for any purpose other than to exercise and perform their respective rights and obligations under or in connection with the Contract.

 

Limitation of Liability

 Nothing in the Contract shall limit or exclude our liability:

•  for death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; or 
• fraud or fraudulent misrepresentation; and
• breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

Subject to clause 10.1: 

• we shall not be liable to you (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) for any loss of profit, loss of business, or loss of contracts, or for any indirect or consequential loss whether arising from negligence, breach of contract or otherwise (save that we shall be liable under, and to the extent of, these Terms and/or the Maintenance Agreement for any loss or damage to products which are directly dependent upon being kept cooled by air-conditioning or refrigeration equipment supplied by or maintained by us under these Terms and/or Maintenance Agreement, and which has been caused by our breach of the Contract); and
• our total liability to you in respect of all other losses arising under or in connection with the supply of Goods and/or Services (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) shall not exceed the amount of the charges actually paid by you to us for the Goods and/or Services giving rise to the claim. 
• Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded. 

Termination 

Without limiting our other rights, we may terminate the Contract (and therefore the supply of the Goods and/or Services) with immediate effect by giving written notice to you if: 

• you commit any continuing or material breach of any of the terms of the Contract and, in the case of a breach which is capable of remedy, fail to remedy the same within 14 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; an encumbrancer takes possession or a receiver (or similar office holder) is appointed over any of your property or assets; 

• you make any voluntary (or similar) arrangement with your creditors or you have an administrator appointed or you are subject to insolvency proceedings in any jurisdiction; 

• you go into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and in such manner that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on that other party under the Contract); 

• you cease, or threaten to cease, to carry on business; or 

• you fail to pay any amount due to us on the due date for payment. 

Without limiting our other rights, if any events set out in clause 11.1 occurs we shall be entitled to cancel the supply of Goods, suspend any further Services to you, and suspend any other contract between you and us.

 Consequences of Termination

On termination of the Contract:

• you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of the delivered Goods and/or Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt; 

• you shall return all of our property which has not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose; 

• the accrued rights, remedies, obligations and liabilities of the parties shall not be affected, including the right to claim damages in respect of any breach which existed at or before the date of termination; and 

• any provision of Contract which expressly or by implication have effect after termination shall continue in full force and effect. 

Force majeure 

We shall not be in breach of the Contract or otherwise liable for any failure or delay in the performance of our obligations if such delay or failure results from events, circumstances or causes beyond our reasonable control (a “Force Majeure Event”). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for one (1) month, you may terminate the Contract (as applicable) by giving us 14 days’ written notice. 

General

You shall not, without our prior written consent assign, transfer, charge, subcontract or deal in any other manner with any of our rights or obligations under the Contract.

Any notice to be given under the Contract shall be treated as having been validly given if served personally on a party or if sent by first class pre-paid post to the last known address of that party. If sent by first class pre-paid post the notice shall be deemed to have been received 2 days after the date of posting.

No waiver by us of any breach of the Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provisions.

If any provision of the Contract is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, it shall be limited or eliminated to the minimum extent necessary so the Contract shall otherwise remain in full force and effect and enforceable.

Nothing in the Contract is intended or shall be deemed to constitute a partnership or joint venture of any kind between you and us, nor constitute us your agent. You shall have no authority to act as our agent or to bind us in any way.

The Contract shall not be enforceable by a person who is not a party to them under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

No variation of the Contract shall be binding unless made in writing and signed by you and us.

The Contract shall constitute the entire agreement between the parties. The parties acknowledge that in entering into the Contract that they have not relied on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the

The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject-matter or formation shall be governed in accordance with the laws of England and Wales.

 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation. 

Version: March 2024