Ablaze Green Energy Solutions Limited (or Ablaze MyriadSolar) Standard Terms and Conditions of Sale:
In these terms and conditions, the following words shall have the following meanings: –
“the Company” shall mean Ablaze Green Energy Solutions Limited MyriadSolar (A division of Ablaze Green Energy Solutions Ltd.).
“the Goods” shall mean the products or services which are sold and supplied by the Company.
“the Buyer” shall mean the purchaser of the Goods from the Company.
“Quotation” means the written quotation from the Company for the supply of the Goods and, if appropriate, the installation of the Goods at the Buyer’s site;
- The Contract
2.1 All orders are accepted under these Terms and Conditions alone.
2.2 These Terms and Conditions exclude any other Terms and Conditions inconsistent therewith which a buyer might seek to impose even though such other terms and conditions may be submitted in a later document and/or purport to exclude or supersede any Terms or Conditions inconsistent with them or may be contained in any offer acceptance or counter-offer made by the Buyer.
2.3 No variations of these Terms and Conditions is permitted unless expressly accepted by a Director of the Company in writing.
2.4 All verbal orders must be confirmed to the Company in writing by post or by fax.
3.1 No cancellation by the Buyer is permitted except where expressly agreed by the Company.
3.2 The Buyer will in the event of agreed cancellation by the Buyer indemnify the Company fully against all expenses incurred up to the time of such cancellation.
4.1 All prices charged are those ruling at the date of acceptance of the order from the buyer unless otherwise stated
4.2 The price quoted is valid for 30 days from date of this document and Ablaze MyriadSolar reserves the right to change price after the aforesaid period
4.2.2 where installation of the Goods is part of the Quotation, if the Buyer does not give the Company reasonable access to the site pursuant to paragraph 6.1.1 below or if installation work is suspended on the Buyer’s instructions or the Buyer fails to give instructions where necessary,
4.2.3 in respect of any storage costs, if the Buyer does not take delivery when notified, or
4.2.4 in respect of any loss or damage suffered whilst the Goods are stored on the Buyer’s site awaiting installation.
4.3 Value Added Tax will be added at the prevailing rate at the time of invoice and will be paid by the Buyer in addition to the Price. In the case of non-UK sales all local taxes and import duties are the Buyer’s responsibility.
4.4 If the Buyer defaults in payment or becomes bankrupt or being a Company enter into liquidation or become subject to a receivership or makes a voluntary arrangement with creditors or becomes the subject of an administration order or if the Buyer ceases or threatens to cease to carry on business or if the Company reasonably believes that any of these events is about to occur in relation to the Buyer then the Buyer shall be deemed to be in breach of this Contract and the Company may by notice to the Buyer accept its breach and cancel the Contract but in doing so the Company reserves the right to claim compensation for this breach of contract.
4.5 In the event of any late payment by the Buyer the Company shall be entitled to charge interest on the amount outstanding at the rate of 0.35% per week (or part week if less than a whole week) for so long as payment is outstanding.
5.1 The estimated delivery date will be contained in the Quotation. The Company shall keep the Buyer advised from time to time as to expected delivery date and shall give the Buyer not less than 30 days’ notice of actual delivery date. Whilst the Company shall use all reasonable endeavours to effect delivery in accordance with the Company’s estimated and final nominated delivery dates The Company cannot accept any liability for any loss or expense arising from any delay in delivery.
5.2 Delivery is ex works unless otherwise stated in the Quotation. Other than where The Company is responsible for installation of the Goods, where delivery to the Buyer’s site is included in the Quotation, the Buyer is responsible for taking delivery at the nominated delivery point and for unloading the Goods. If the Buyer fails to take delivery, then the Buyer will be liable to The Company for all direct costs and expenses incurred by The Company because of such failure.
5.3 Where installation is included in the Quotation, the Goods shall be deemed delivered upon successful completion of the installation subject to the Buyer giving reasonable access to the Buyer’s site pursuant to paragraph 6.1.1 below. In the event the Buyer does not give the Company reasonable access to the Buyer’s site then the Buyer will be liable to The Company for all direct costs and expenses incurred by The Company because of such failure and without prejudice to the foregoing the balance of the Price shall become payable forthwith.
5.4 Risk in the Goods passes to the Buyer on delivery and if the Buyer intends to insure the Goods, such insurance should take effect on delivery notwithstanding that ownership of the Goods is retained by The Company pursuant to Clause 10 below
6.1 Where installation is included in the Quotation it is the Buyer’s responsibility to ensure that The Company and its nominated contractors have all necessary facilities which shall include
6.1.1 reasonable access to the Buyer’s site, and
6.1.2 foundation or structure conditions as set out in the Quotation.
6.1.3 The Buyer shall also ensure that the site is safe and that access to it is restricted to prior authorised personnel during the installation process.
6.1.4 Installation shall be deemed to have been successfully completed once the Goods have been completely installed and connected to the Buyer’s facilities as set out in the Quotation.
- Lien and Stoppage
7.1 Until such time as the title in the Goods has passed to the Buyer the Company has the right to withhold delivery if the Buyer (being a Company) has a petition presented for its winding-up or for an administration order under the Insolvency Act 1986 or passes a resolution for voluntary winding-up otherwise than for the purposes of a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver appointed of all or part of its assets or (being an individual) becomes bankrupt or insolvent or enters into any arrangements with creditors or takes or suffers any similar action in consequence of debts or carries out or undergoes any analogous act or proceedings under foreign law.
8.1 In addition to any statutory rights The Company warrants the Goods against defects in design, material and workmanship under normal use for which the Goods have been designed for a period of 2 years from delivery provided that The Company undertook the installation and provided also that approved servicing has been properly carried out at the specified intervals. Title to PV panels, ancillary equipment (inverters etc) is transferred to the end customer on final payment (less any retention held) On passing of title, the end customer is assigned the manufacturers warranties for all equipment provided, provided that such equipment remains in this original location and configuration. During the warranty period The Company will at its discretion repair or replace defective components or assemblies. The Company will pay any one-way shipping charges associated with this. Shipping and insurance charges to non-UK customers will be paid to the port of entry into the country.
8.2 This warranty is not transferable without prior consent and is extended only to Buyers who have submitted a completed Warranty Registration Form.
8.3 This warranty does not include:
8.3.1 any equipment and materials or supplies not supplied or approved by The Company,
8.3.2 The Company equipment that has been altered or modified without the Company’s prior approval,
8.3.3 damage or loss of function sustained during periods with wind speeds exceeding 60 metres/second or submersed in water unless designed to do so,
8.3.4 repairs performed other than by The Company authorised personnel or agents,
8.3.5 any accidental loss or damage or any loss or damage caused or contributed by any Acts of God, or
8.3.6 incidental or consequential loss or damage including but not limited to any loss of profit or revenue and/or the cost of supplying alternative energy.
8.4 When any spare for and/or servicing of the goods become the subject of this Contract are at any further time ordered (or otherwise asked for) by the Buyer, then:
8.4.1 With regard to spares, these Conditions shall apply to the spares as if they were the said goods and:
8.4.2 With regard to the servicing these Conditions shall apply mutatis mutandis except as aforesaid and further except that the cost of such servicing shall be in accordance with the Company’s relevant price list in force from time to time and that the Company give no warranty in respect thereof.
9.1.1 Nothing in clause 9 shall be deemed to exclude or restrict the Company’s liability for death or personal injury resulting from the Company’s negligence.
9.1.2 Each of the sub-clauses in Clause 9 is to be treated as separate and independent.
9.2.1 Clause 9.2 only covers defects caused by faulty design, manufacture, materials or workmanship. It does not cover defects caused by abnormal use, misuse or neglect. It does not cover faulty design, manufacture materials or workmanship supplied or undertaken by the Buyer or third parties. In respect of goods not designed or manufactured by the Company, the Company only gives such guarantee or warranty to the Buyer as the Company itself receives.
9.2.2 The Company agrees that if any defect covered by Clause 9.2 is discovered during the period of twenty-four months commencing with the date of despatch, the Company will either repair the goods at its own expense or, if it chooses to do so, replace them.
9.2.3 The Company does not bear responsibility for any defect arising or introduced by a Buyer during storage or handling of the products where that Buyer acts as agent or distributor of the Company’s products. The Buyer should consult the Company if doubt exists regarding the appropriate storage or handling requirements.
- Liability (cont’)
9.2.4 The Buyer cannot claim the benefit of this clause unless:
(1) he informs the Company of the relevant defect in writing within 7 working days of discovering it; and
(2) he returns the Goods to the Company at his own expense.
9.2.5 The risk of accidental loss whilst the Goods are being returned will be borne by the Buyer.
9.2.6 In consideration for receiving the benefit of this clause, the Buyer agrees that, apart from those terms set out in Clause 8, no other terms, conditions, warranties or innominate terms, express or implied, statutory or otherwise, shall form part of this contract.
9.3 Exclusion of Consequential Loss – The Company shall not be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from breach of duty in contract or tort or in any other way (including loss arising from the Company’s negligence). Non-exhaustive illustrations of consequential or indirect loss would be:
— loss of profits
— loss energy supply
— damage to property of the Buyer or anyone else, and personal injury to the Buyer or anyone else (except so far as such injury is attributable to the Company’s negligence).
9.4 Limitation – The Company’s total liability for any one claim or for the total of all claims arising from any one act or default of the Company (whether arising from the Company’s negligence or otherwise) shall not exceed £1,000,000.
- Retention of Title
Title in the goods shall not pass to the Buyer until payment has been received by the Company for the Goods and no other amounts are then outstanding from the Buyer to the Company in respect of other Goods supplied by the Company.
- Force Majeure
11.1 The Company shall not be liable for any failure to deliver the Goods arising from circumstances outside the Company’s control.
11.2 Non-exhaustive illustrations of such circumstances would be act of God, war, riot, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, Government action or regulations (UK or otherwise), delay by suppliers, accidents and shortage of materials, labour or manufacturing facilities.
11.3 Should the Company be prevented from delivering in the above circumstances, it shall give the Buyer written notice of this fact as soon as reasonably practicable.
11.4 If the circumstances preventing delivery are continuing three months after the Buyer receives the Company’s notice, then either party may give written notice to the other cancelling the contract.
11.5 If the contract is cancelled in this way, the Company will refund any payment which the Buyer has already made on account of the price (subject to deduction of any amount the Company is entitled from the Buyer) but the Company will not be liable to compensate the Buyer for any further loss or damage caused by failure to deliver.
Neither the Company nor the Buyer shall assign or transfer or purport to assign of transfer the contract or the benefits thereof to any other person without the prior written consent of the other.
- Proper Law and Jurisdiction
13.1 The sale of the Goods between the Buyer and the Company shall be governed by English law.
13.2 The construction, validity and performance of this Agreement shall be governed by English law.
13.3 In the event of a default of this agreement, these terms and conditions of sale shall be governed by English law.
The rights and remedies of the Company under the contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by the Company in asserting or exercising any such rights or remedies.
The headings of these conditions are for convenience only and shall have no effect on the interpretation thereof.