Efficient Sustainable Electrification

We are ENERGY SOLUTIONS (UK) LIMITED (Company Number 02904541) registered in England and Wales and our registered office address is 52 - 54 Riverside, Sir Thomas Longley Road, Medway City Estate, Rochester, Kent, ME2 4DP.

If you need to contact us our telephone number is 01634 290772 and our email address is sales@energy-solutions.co.uk.

You are OUR CUSTOMER.

1.  MAKING THE CONTRACT

1.1.  If we send you a quotation then that quotation does not bind us to sell you the goods, and does not bind you to buy the goods. We may withdraw the quotation at any time without notice. All quotations lapse after 28 days. If you wish to buy goods you should send us an order.

1.2.  Your order is an invitation to treat from a contract law perspective, meaning a willingness to be offered the goods.

1.3.  Our acknowledgement of order (or our delivery note if we do not send you an acknowledgement of order) is an offer to sell only the goods identified in the acknowledgement of order (or delivery note) at those prices on these terms. As it is based on your order, it will be treated as accepted and the contract made unless we receive your written rejection or cancellation within two working days.

1.4.  All goods sold by us are sold on these terms and those on the acknowledgement of order (or our delivery note if we do not send you an acknowledgement of order) and only our directors are able to vary them and then only in writing. No other terms (other than those on our acknowledgement of order or delivery note) whether put forward by you or implied by statute shall apply.

2.  CANCELLATION

2.1.  Contracts can be varied or cancelled only with our consent (which will be shown only by the issue of a revised acknowledgement of order).

2.2.  If we agree to cancel or vary a contract after we have bought or manufactured goods for the contract, we may charge a cancellation fee to compensate us for our costs incurred and/or the expenses of disposal of the goods.

2.3.  If we are dependent on a supplier who fails to supply a necessary component of the goods, we will tell you and (if we are able to) we will offer you an alternative. If we cannot offer you an alternative, or if we do not get your written approval to the alternative offer within seven days, (this timescale can be extended by agreement between both parties) then the contract will be void (but only for those goods).

3.  PRICE

3.1.  The price, unless otherwise stated, excludes: 

Packaging; Delivery; Insurance; Installation; VAT; and Excise duty.

3.2.  If we suffer a material increase in costs, we may increase the price; if so, we shall tell you as soon as possible.

3.3.  We sell a large number of goods. It is always possible that, despite our reasonable efforts, some of the goods that we sell may be incorrectly priced. If we discover an error in the price of the goods you have ordered, we will contact you to inform you of this error and we will give you the option of continuing to purchase the goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the goods and refund you any sums you have paid.

4.  PAYMENT

4.1.  Unless otherwise stated in your account application form, payment for the goods and all applicable delivery charges is to be made in advance.

4.2.  We may charge interest on any late payments at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%. Interest accrues daily and runs before and after judgement. If you pay late, you must also pay (in full) interest under this clause 4.2 and any legal expenses incurred by us.

4.3.  You may not withhold payment for any reason, including any dispute, claim or any set off.

4.4.  We may apply any payment to any invoice and ignore contrary instructions given by you.

4.5.  We may require a deposit as a term of the contract.

4.6.  Deposits are not refundable.

4.7 . We may (at any time) suspend manufacture or delivery of the goods unless you give us security for payment (including any deposit requested) we may request.

4.8.  If (in our absolute discretion) we grant you an approved credit account, we may change the limit on such approved credit account at any time. If the limit is exceeded, the excess must be paid immediately upon request.

5.  DELIVERY

5.1.  Delivery shall be ex works unless otherwise stated on our acknowledgement of order.

5.2.  The delivery date is an estimate only (not of the essence of the contract) and you may not seek to reduce the price or make a claim against us if the goods are delivered after the delivery date. If we do not deliver on the delivery date, we shall use our best efforts to deliver within a reasonable time afterwards.

5.3.  We may deliver in stages and invoice you separately for each stage. Each stage will be treated as a separate contract.

5.4.  If the total quantity of goods delivered varies by 10% or less from the quantity stated in the acknowledgement of order, you shall not be entitled to reject the goods by reason of the surplus or shortfall and shall pay for such goods at the agreed contract rate.

5.5.  If you ask us to delay delivery, we will do so if we can, but may charge you for the relevant storage costs (these costs may vary from time to time) until delivery can be made.

5.6.  Where (i) your goods are in our possession, or (ii) you have ordered goods from us and it is your duty to collect the goods from us, notify us of a delivery destination and/or pay us prior to delivery; we may (after giving you 7 days’ notice in writing that you have failed to do so):

5.6.1.  charge a reasonable weekly storage fee until you either collect the goods or notify us of a delivery destination;

5.6.2.  treat you as having repudiated the contract; or

5.6.3.  make a cancellation charge.

5.7.  If we treat you as having repudiated the contract then we have the right to sell the goods as your agent at such price as we see fit. We will credit the proceeds of sale against the price of the goods (and any other money that you owe us).

5.8.  If you order goods for delivery outside of the UK, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount and in any case you will be solely responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order. You must also ensure that you comply with all applicable laws and regulations of the country for which the goods are destined. We will not be liable or responsible if you break any such law or for any other non-compliance by you.

6.  RISK

6.1.  The goods are at your risk from when you receive them.

7.  INSPECTION AND SHORTAGES

7.1.  You must inspect the goods as soon as you receive them.

7.2.  If you cannot examine the goods, the delivery note must be marked “not examined”.

7.3.  We are not liable for shortages or defects that should have been seen by you on a careful inspection and which you do not tell us about (in writing) within 2 days following delivery.

7.4 . We are not liable for any other defects unless we receive a written notification within 7 days of delivery.

7.5.  If we are told about defects and shortages within the time limits in 7.3 and 7.4, we will supply replacements or adjust the price but otherwise you may not make any claim or reduce the price.

8.  OWNERSHIP AND TITLE

8.1.  For so long as any amounts remain owing in respect of the goods or any other amounts whatsoever remain owing or which may become due to us from you on any account, then title to and property in any of the goods shall remain with us and the goods shall be held by you on behalf of us in a fiduciary capacity (but shall not commit us to any liability under contract).

8.2.  You give us the right of access to all premises under your control to deliver, inspect and remove the goods. That right may not be revoked until you have paid all that you may owe us.

8.3.  You may sell such goods to a third party in the ordinary course of your business (but not otherwise), provided that any such sale shall be made as agent for us. Notwithstanding that delivery has taken place, the parts shall remain the sole and absolute property of us as legal and equitable owner until such time as you have paid us the price together will all interest, costs and expenses which may have accrued.

8.4.  Both the third party purchaser and you acknowledge that you/they are in possession of the goods solely as bailee for the us until such time as all the foregoing sums have been paid to us.

8.5 . Your right to possession of the goods ceases if you do anything or fail to do anything which would entitle a receiver to take possession of any assets or which would entitle any person to present a petition for winding up. We may for the purposes of recovery of our goods enter upon any premises where the goods are stored or where it is reasonably thought they may be stored or possessed.

8.6 . If our goods are fixed or integrated with your property, the property thereof shall become and/or shall be deemed to be the sole and exclusive property of us. If the goods are fixed or integrated with the property of any other person, then the property thereof shall become or deemed to be owned in common with other such persons.

9.  WARRANTIES AND LIABILITY

9.1.  We confirm that we have the right to sell the goods to you.

9.2.  Any goods manufactured by us will conform in all material respects with any sample, but we may improve their composition or specification without notice to you. We are not responsible for the specifications of any third party products that are sold by us.

9.3.  The goods will be as described in the acknowledgement of order (but the delivery date is not part of that description).

9.4.  Where we have serviced or overhauled your goods they will be governed by these terms in the same way, so far as possible, as goods we sell to you. In particular you must use the goods in accordance with clause 12 of these terms.

9.5.  All goods supplied come with manufacturers’ warranties. Please ask us for a copy. Those warranties form part of these terms for those classes of goods only. We are under no liability under the warranty (or any other warranty, condition or guarantee) until the total price for the goods has been paid.

9.6.  Any warranty claim must initially be made to us. We will advise you of the correct warranty procedure for the goods in question.

9.7.  Subject as expressly provided in these terms, all warranties, conditions, representations or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

9.8.  Save as otherwise expressly provided in these terms, the following provisions set out our entire liability (including any liability for the acts and omissions of our employees, agents and sub-contractors) whether in contract, misrepresentation (other than fraudulent misrepresentation) or tort, including negligence or otherwise howsoever arising.

9.9.  Subject to clause 9.10, our total aggregate liability, however caused, in respect of all claims arising under or in connection with the relevant contract shall be limited to the price of the goods or the services provided under that contract in respect of which the claim arises.

9.10.  Nothing in these terms limits or excludes our liability to the extent such exclusion or limitation is prohibited by applicable law and, in particular, we do not limit or exclude our liability:

9.10.1.  for a breach of the terms implied by section 12 of the Sale of Goods Act 1979 and breach of section 2 of the Consumer Protection Act 1987;

9.10.2.  for death or personal injury from our negligence; or

9.10.3.  for fraud or fraudulent misrepresentation.

9.11.  In respect of the goods, we hold insurance cover for product liability not exceeding £10,000,000.

9.12.  Subject to clause 9.10, we shall not be liable for any (i) loss of use, costs of removal, damage caused by removal, costs of transportation, costs of installation of repaired or replacement goods and making good any damage caused by removal, increased costs, expenses, loss of profits, goodwill, business, contracts, revenues or anticipated savings or (ii) any type of financial, special, indirect or consequential use including loss or damage suffered by you as a result of a claim made by a third party) even if such loss was reasonably foreseeable or we had been advised of the possibility of you incurring the same.

9.13.  Subject to clause 9.10, we shall not be liable for any claim arising from your failure to use goods supplied in accordance with any written instructions supplied.

9.14.  You shall indemnify us in respect of any cost, loss or liability arising in connection with any claim made by any person in connection with the misuse of goods or services provided by us.

9.15.  Your statutory rights under any applicable consumer laws are not affected by these terms where you are a consumer and the goods are sold under a consumer transaction.

9.16.  Our promotional materials give general information only and are not binding unless they are specifically referred to in the acknowledgement of order form; the goods may vary from any description in them.

10.  INDEMNITIES

10.1.  You will indemnify us in full against claims or loss arising out of any negligence, carelessness or breach of any of these terms by you, your employees or agents.

11.  FORCE MAJEURE

11.1.  We are not liable for delays caused by matters outside our reasonable control, such as: an act of God, war or national emergency, acts of terrorism, riots and civil disturbances, fire or explosions, trade disputes, British or foreign government action or regulations, delay by suppliers, accidents, pandemic, epidemic, shortage of materials, labour or manufacturing facilities or others.

12.  USE

12.1.  Installation and operating manuals are available for all of our products. You must ensure that (after the goods have been delivered to you) every person who handles them or has possession of them has full instructions for their safe use, handling and installation.

12.2.  You must use, store, handle and install the goods safely and in accordance with our instructions.

12.3.  You may not modify or alter the goods or any markings on them in any way without first receiving our written permission.

12.4.  You must ensure that the goods are appropriate for all purposes for which you want them. They are supplied only on the basis that you have done so and are not relying on any statement we may have made.

12.5.  You must not use the goods other than for their intended purpose. We do not accept any liability for the goods if they are not used for their intended purpose.

13.  BREACH

13.1.  You will be treated as having repudiated the contract if you:

13.1.1.  become insolvent; or

13.1.2.  commit a serious breach or one which is not remedied within 7 days of being asked to do so.

13.2.  You may be treated as having repudiated the contract if you:

13.2.1.  do not make a payment when due; or

13.2.2.  fail to accept delivery or give delivery instructions.

13.3.  If you repudiate the contract:

13.3.1.  all invoices sent to you must be paid immediately;

13.3.2.  the price of all goods not invoiced but delivered by us or manufactured or ordered for sale to you must be paid immediately; and

13.3.3.  we will be released from all future obligations under all contracts.

13.4.  You may be treated as insolvent if:

13.4.1.  you are a company which has a petition for winding up or administration presented against it, or passes a resolution for winding up;

13.4.2.  a receiver of any of your assets is appointed;

13.4.3.  you convene a meeting of your creditors;

13.4.4.  you (or any of your partners) become bankrupt;

13.4.5.  you are unable to pay your debts (defined in ss.123 or 286 Insolvency Act 1986);

13.4.6.  one of your creditors tries to serve on you a document purporting to be a statutory demand (under ss 123(1)(a), 222(1)(a) or 268(1)(a) Insolvency Act 1986);

13.4.7.  a judgement entered against you (by any creditor) remains unsatisfied after 7 days; or

13.4.8.  anything similar happens in a foreign jurisdiction.

14.  DATA PROTECTION

14.1.  Each party to the contract, shall at its own expense, ensure that it complies with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, to the extent applicable (i) the UK GDPR (ii) the Data Protection Act 2018 and any successor legislation, as well as (iii) the EU GDPR including by virtue of the European Union (Withdrawal) Act 2018 as modified by applicable domestic law from time to time.

15 . GENERAL

15.1.  Written notices may be sent by post to the address 52 - 54 Riverside, Sir Thomas Longley Road, Medway City Estate, Rochester, Kent, ME2 4DP or by email to sales@energy-solutions.co.uk on the acknowledgement of order. If posted by first class they may be treated as received on the second working day after posting. If sent by email they may be treated as received at the time of transmission, or, if this time falls outside our normal business hours in the place of receipt, when our normal business hours resume.

15.2.  You may not transfer your rights under any contract without our prior written consent.

15.3.  If we do not exercise all of our rights under any contract, that will not constitute a waiver of any of our rights unless confirmed in writing by us.

15.4.  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 this contract or its subject matter or formation.

15.5.  These terms, this contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales and the parties agree to the exclusive jurisdiction of the English courts.

15.6 . Every reference to the goods is a reference to each of the goods.

15.7.  If any provision of these terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and the remainder of the provision in question shall not be affected.

15.8.  These terms and our acknowledgement of order constitute the entire agreement between us and replace and supersede any other agreements, understandings, representations or statements.

15.9.  Our rights under these terms are cumulative.

15.10.  This contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the contract.

15.11.  No variation of this contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

15.12.  In performing your obligations under this contract, you shall ensure that you comply with all applicable laws, statutes and regulations in force from time to time.