Terms & Conditions - Environmental Energies

TERMS AND CONDITIONS OF BUSINESS

Environmental Energies Limited is a member of the Renewable Energy Consumer Code and this document is prepared in accordance with the Consumer Code.

Your attention is in particular drawn to the limitation of liability provisions in paragraph 11 of these Terms.

1. DEFINITIONS

1.1 The following definitions apply to these Terms:

Contract: the contract between the Customer and the Supplier for the Services and the Products, comprising the Quotation, the Customer Order Form and these Terms (as varied by written agreement between the parties or in accordance with these Terms).

Customer: the person named as the Customer in the Quotation (“you”) who purchases the Services and/or the Products from the Supplier.

Customer Order Form: the Customer’s written order for the Services and the Products.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK and any other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

Force Majeure Event: shall have the meaning given in paragraph 12 of these Terms.

Order: the Customer’s order for the Services and the Products as set out in the Customer Order Form.

Order Acknowledgement: the Supplier’s written acknowledgement of receipt of the signed Customer Order Form, given in accordance with paragraph 2.6 of these Terms.

Price: the price payable by the Customer to the Supplier for the Services and the Products, as shown in the Quotation (or as varied in accordance with these Terms).

Products: the products and materials referred to in the Quotation which shall include, but not be limited to, Solar PV equipment, batteries, EV chargers and related products.

Proposed Commencement Date: the date on which work is due to start at the Site, as set out in the Quotation (or as varied in accordance with these Terms).

Proposed Delivery Date: the date on which the Products are due to be delivered to the Site, as set out in the Quotation (or as varied in accordance with these Terms).

Proposed Completion Date: the date on which the Services are due to be completed, as set out in the Quotation (or as varied in accordance with these Terms).

Quotation: the Supplier’s quotation for the provision of the Services and the supply of the Products, referring to these Terms.

Representatives: a party’s employees, consultants, agents, suppliers and/or contractors.

Services: the planning, installation and commissioning services described in the Quotation;

Site: the place where the Products are to be installed and the Services carried out, as described in the Quotation.

Supplier: Environmental Energies Limited (“we/us”).

Terms: the terms and conditions of business set out in this document.

Writing or written: includes faxes and e-mail.

1.2 Headings do not affect the interpretation of these Terms.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).

2. BASIS OF SALE

Entire Agreement

2.1 We consider that these Terms, the Quotation and the Customer Order Form set out the whole agreement between you and us for the supply of the Services and the Products. These Terms only apply to our contracts with consumers.

Contract Details

2.2 Please check that the details in these Terms, the Quotation and the Customer Order Form are complete and accurate before you commit yourself to the Contract. If you think that there is a mistake or omission in any of these documents, please contact us immediately. Any changes to the Services or the specification of the Products or any other variation to the Terms or Quotation or Customer Order Form that you agree with our authorised employees and agents will only be binding if agreed by both parties in writing or in accordance with paragraph 6 of these Terms. We only accept responsibility for statements and representations by our authorised employees and agents that are made in writing.

2.3 Please ensure that you read and understand these Terms before you sign and send the Customer Order Form to us because you will be bound by the Terms once a contract comes into existence between us in accordance with paragraph 2.6.

2.4 Any samples, drawings or advertising we issue, and any descriptions or illustrations contained in our catalogues or brochures, are issued or published solely to provide you with an approximate idea of the Services or Products they describe. They do not form part of the Contract between you and us or any other contract between you and us for the supply of the Services and the Products.

2.5 If any of these Terms are inconsistent with any term of the Order, the Order shall prevail.

Formation of Contract

2.6 The Order is an offer by you to enter into a binding contract with us. The Contract shall become binding on you and us when:

(i) we issue you with an Order Acknowledgement; or

(ii) we notify you in writing that we are able to provide the Services and/or the Products,

whichever is the earlier, at which point a contract shall come into existence between us.

Quotation

2.7 The Quotation is given on the basis that a binding contract shall only come into existence in accordance with paragraph 2.6. The Quotation shall be valid for a period of 30 calendar days from its date of issue, unless we notify you in writing that we have withdrawn it during this period.

Cooling-off Period

2.8 You may cancel the Contract and receive a full refund of your deposit by sending written notice of cancellation to us within fourteen calendar days, starting from the day that the contract is concluded (as set out in paragraph 2.6). This right is known as the “Cooling- Off Period”. If you cancel after that period, then unless we are in breach of this Contract, the provisions set out in paragraph 8.1 of this Contract will apply.

2.9 We have the right to revise and amend these Terms from time to time. You will be subject to the terms in force at the time that you order the Services and Products from us, unless any change to these Terms is required by

law or government or regulatory authority in which case it will apply to orders you have previously placed that we have not yet fulfilled.

3. OUR OBLIGATIONS TO YOU:

3.1 We will carry out the Services, supply the Products and communicate with you in accordance with the Renewable Energy Consumer Code.

3.2 Unless we are prevented from doing so by a Force Majeure Event (as set out in paragraph 12 of these Terms), we will provide:

3.2.1 Services which:

(i) conform in all material respects with their description;

(ii) are carried out with reasonable care and skill;

(iii) are fit for any purpose we say the Services are fit for, or for any purpose for which you use the Services and about which you have informed us or we could reasonably expect you to use the Services;

(iv) are free from material defects in design, material and workmanship; and

(v) comply with all applicable statutory and regulatory requirements for supplying the Services in the United Kingdom; and

3.2.2 Products which will on delivery and for a period of 6 months after the date of delivery:

(i) conform in all material respects with their description;

(ii) be of satisfactory quality;

(ii) be fit for any purpose we say the Products are fit for or for any reasonable purpose for which you use the Products;

(iii) be free from material defects in design, material and workmanship, and

(v) comply with all applicable statutory and regulatory requirements.

3.3 We will provide you with a warranty that covers the Services and which shall comply with the Renewable Energy Consumer Code (the “Warranty”). You must notify us in writing within a reasonable period of discovering any defect that you wish to make a claim under the Warranty. We shall take steps to procure that you have the benefit of any manufacturer’s warranty in relation to the Products, in accordance with the terms of the Warranty.

Timetable

3.4 We agree to supply the Products and carry out the Services as specified in the timetable set out in the Quotation. Your acceptance of these Terms indicates that you agree to proceed using that timetable.

3.5 We may adjust that timetable (and shall confirm any adjustment in writing to you as soon as practicable):

(i) in accordance with paragraph 3.7 (where any delay is within our control but you accept our offer of different products) or paragraph 3.8 (where any delay is within your (or your Representatives’) control);

(ii) in accordance with paragraphs 6.1 to 6.3 of these Terms, where you wish to make changes to the Contract;

(iii) in accordance with paragraph 6.4 (where the Site is unsafe) or paragraph 7.1 (where unexpected work arises); or

(iv) in the event that there is a delay in (a) the receipt of the relevant consents and approvals required to carry out the Services, or (b) the receipt of any grant/financial incentive relating to the Services, where the Contract is dependent on the receipt of a grant/financial incentive.

3.6 We will make every effort to complete the work in accordance with the timetable set out in the Quotation (or as adjusted in accordance with these Terms) but we will not be responsible for delays caused by a Force Majeure Event (as set out in paragraph 12 of these Terms).

Consequence of delay caused by us

3.7 You will be entitled to compensation if we cause significant or unreasonable delay due to factors within our control.

3.7.1 In the case of delays to the delivery of Products beyond the time or period we have agreed (as adjusted in accordance with these Terms), or where no time or period has been agreed then beyond a period of 30 days from the date you sign the Contract, then you may be offered different products of equivalent specification, value and quality, so long as they are certified by the Microgeneration Certification Scheme. You can either accept our offer of different products (in which case we will adjust the timetable accordingly and shall confirm the timetable adjustment in writing as soon as practicable), wait for the Products that you ordered or cancel the Contract as detailed in paragraph 8.2 of these Terms. This is in line with the Renewable Energy Consumer Code and the Consumer Rights Act 2015.

3.7.2 In the case of an unreasonable delay to the Services for reasons that are within our control then you can cancel the Contract as detailed in paragraph 8.2 of these Terms.

Consequences of delay caused by you

3.8 We will seek to accommodate small delays caused by you or your Representatives without making any adjustment to the price of the Contract. If there is any delay or the Services last longer than expected for any reason within your (or your Representatives’) control, we will adjust the timetable and the price of the Contract accordingly and shall confirm the timetable and price adjustment in writing as soon as practicable, subject to paragraph 7 of these Terms.

3.9 Once the Services have been completed, we will give you any guarantees, test certificates and other relevant paperwork related to the Products and the Services.

4. YOUR OBLIGATIONS TO US:

Payment

4.1 You agree to pay a deposit of 25% of the total Contract price when you sign the Customer Order Form. Should you decide to cancel the Contract within the “Cooling-Off Period‟ (see paragraph 2.8 of these Terms) we will return that deposit to you in full. If you pay the deposit before we have inspected the Site, and if we find during that inspection that we cannot carry out the Services, then we will refund that deposit to you in full.

4.2 We may require you to make a further advance payment of 25% of the total Contract price which would be payable twenty one days prior to the Proposed Commencement Date (as set out in the Customer Order Form). Such further advance payment would only be used to carry out the Services e.g. to purchase the Products. We would inform you when we use any of your money to purchase the Products.

4.3 Our prices set out in the Quotation include VAT. However, if the rate of VAT changes between the date of the Order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Services and Products in full before the change in the rate of VAT takes effect.

4.4 If we do not receive the deposit (or, if applicable, the further advance payment) by the date that either payment is due, then we may give you written notice that we intend to delay the Proposed Commencement Date until payment is made. Once we have sent you this written notice, we may suspend all work until payment is made.

4.5 The outstanding balance on the Contract price is due on completion of the Services. We will issue you with an invoice when the Services have been completed which shall be payable on receipt.

4.6 You will not be entitled due to any alleged minor defect to withhold more than a proportionate amount of the outstanding balance of the Contract price. If you do withhold any amount after the due date because of any alleged minor defect you must give us notice before the final date on which payment is due. In that notice you must also state the reasons you are withholding payment.

4.7 If we fall into receivership, administration or bankruptcy your deposit (and any advance payment) will be protected as detailed in paragraph 5.3 of these Terms.

Disputed Payments

4.8 If you dispute any part of a payment or invoice and wish to withhold any amount(s), you must notify us in writing at least 7 days before the due date for payment setting out the amount(s) you propose to withhold and the reasons for doing so. The undisputed parts of an invoice must be paid and any disputed amount(s) will be dealt with under paragraph 10 of these Terms. Except as stated in this paragraph, you shall not withhold any money or set off any amount against payments owed to us or our invoices.

Failure to pay

4.9 If you fail to pay the deposit, any further advance payment or an amount specified in an invoice by the due date then we may charge interest on such unpaid amounts until the full amount is paid. The interest rate payable will be 3% above the base rate set by the Bank of England. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment.

4.10 If you are in breach of this Contract because you have failed to make an agreed payment and the Proposed Commencement Date is delayed, then we may be entitled to recover any additional costs we incur. We will provide you with written notice containing full particulars of such costs within 21 days of our written notice to you of any delay of the Proposed Commencement Date (sent to you in accordance with paragraph 4.4 of these Terms).

4.11 We may require you to return and deliver up the Products to us if you fail to pay in accordance with the Contract. Failing this, we will take legal proceedings to recover the Products or their outstanding value.

Information and Consents

4.12 You must provide us with any information and instructions relating to the Services that is or are necessary to enable us to provide the Services in accordance with the Contract, including accurate details of underground services.

4.13 You must obtain all relevant permissions (such as planning and building consents) that are necessary before we commence the Services and/or deliver the Products. In addition, you are responsible for making any necessary changes to your electricity metering arrangements and for ensuring that any ground works or pipe cable routes set out in the Quotation will not have any detrimental effect on any foundations, structures or underground services. If we ask to see those permissions (and related drawings and/or specifications) you must make those available. It is your responsibility to get the necessary permissions and approvals for the work to take place and to inform us of any conditions attached to any such permission or approval.

4.14 You are responsible for all applications for available grants/financial incentives in relation to the Services (including, but not limited to, the accuracy of all details contained in such applications). We shall be entitled to rely on drawings and/or information prepared by your Representatives in relation to the provision of the Services.

Supply of Services

4.15 You agree to provide the following for our use free of any charge:

(i) water, washing facilities and toilets;

(ii) electricity supply;

(iii) adequate storage space;

(iv) safe and easy access to the Site from the public highway;

(v) easy access to the location within the Site where the Services are to be provided by removing all belongings.

4.16 You, or your Representatives, may need to carry out preparatory work before we can start to provide the Services and/or deliver the Products. If so, we will describe this to you in writing. This work must be finished before the Proposed Commencement Date. This work must be undertaken by competent persons and must be of the necessary quality for the Services to be carried out. If this preparatory work is not finished before the Proposed Commencement Date, then the provisions set out in paragraph 3.8 of this Contract will apply.

4.17 Should you be in breach of the provisions set out in paragraphs 4.12, 4.13, 4.15 and 4.16 of these Terms you may incur additional costs due to delay and/or provision of additional services. You may be required to pay reasonable compensation to cover those extra costs. If this happens then paragraph 7 of these Terms will apply.

4.18 On completion of the Services, we will, as far as is possible, reinstate the Site to the state in which we found the Site prior to the Services being carried out.

5. Delivery, Title and Risk

5.1 We will deliver the Products to the Site on the Proposed Delivery Date set out in the Quotation (unless the timetable for the Services has been varied in accordance with these Terms in which case delivery shall take place on the amended date).

5.2 In order to protect your deposit and any advance payment, we shall ensure that you are covered by the Deposit and Workmanship Warranty Insurance Scheme (as described in paragraph 5.3 of these Terms) and place your deposit and any advance payment in a third party account (as described in paragraph 5.4 of these Terms).

Deposit and Workmanship Warranty Insurance Scheme

5.3 Your deposit and any advance payment will be insured through an insurance scheme (in accordance with the Renewable Energy Consumer Code). We will provide you with details of the scheme, and you will receive a policy directly from the provider once you have signed the Customer Order Form. In this way, your money will be protected should we fall into receivership, administration or bankruptcy before the Products have been delivered.

The Client Account

5.4 We will place your deposit and any advance payment made before the Products have been delivered to the Site in a special “client‟ or other third party bank account or dedicated “customer‟ bank account. This money can only be used for work carried out under the Contract.

5.4.1 If we should fall into receivership, administration or bankruptcy then the money in that dedicated bank account will be returned to you or passed to another supplier who will complete the Services.

5.5 Where your money has been used to make purchase Products on your behalf, then legal title to those Products, or the proportion of them you have paid for, will pass to you. We must either deliver them to you or label them as belonging to you. Where the Products are stored by us then we must keep those Products separate from our own goods and those of third parties. We must also keep the Products stored, protected, insured and identified as your property until they are delivered to you.

You must be able to inspect the Products and/or repossess them. Where your money has not been used to purchase Products on your behalf, ownership of the Products will only pass to you when we receive payment in full of all sums due for the Products.

5.6 Products belonging to us may be delivered to the Site. If the contract is terminated early for reasons detailed in paragraph 8.3 of these Terms then, with reasonable notice, you must return and deliver the Products to us. If this

happens then we will reimburse you if any of your money was used to purchase a proportion of the Products. If you do not return the Products to us, we retain the right to take legal proceedings to recover the Products or their value.

5.6.1 If the Contract is terminated early for reasons detailed under paragraph 8.6 of these Terms then, with reasonable notice, you must return and deliver the Products to us. In this event, you may have to pay compensation for reasonable costs or losses reasonably incurred by us. This may be deducted from any deposit or further advance payment you have already made.

5.7 Until ownership of the Products passes to you, you must:

store the Products separately in such a way that they remain readily identifiable as our property;
not destroy, deface or obscure any identifying mark or packaging on or relating to the Products;
maintain the Products in a satisfactory condition.

5.8 If you fail to take delivery of the Products on the Proposed Delivery Date then, except where this failure is caused by our failure to comply with these Terms or by an event beyond your control:

we will store the Products until delivery takes place and may charge you a reasonable sum to cover expenses;
we shall have no liability to you for late delivery.

6 Changes to the Contract

6.1 If, after signing the Customer Order Form, you wish to make changes to the Contract (including, but not limited to, where the conditions of any approval require changes to be made to the Services) you must notify us in writing. We may be able to incorporate your changes provided that:

it is technically possible;
we have the necessary resources;
the necessary permissions are in place.
- As soon as practicable after receiving your written notification of changes to the Contract, we shall notify you in writing whether we are able to incorporate your changes, the estimated cost of any such changes and the likely effect on the timetable set out in the Quotation.
- Unless you notify us within 3 working days of receiving our written notice and estimate of the cost of such changes and the likely effect on the timetable, the price of the Contract will be adjusted in accordance with our estimate and an appropriate extension of time for completion of the Services shall be agreed. We will confirm the price adjustment and time extension in writing as soon as practicable. If, in the final design we present to you, the installation differs significantly from what we have described to you, we will draw this to your attention in writing and you will be able to cancel the Contract as detailed in paragraph 8.5.
- In the event that the Site is found to be unsafe at any point before or during the provision of the Services, we shall interrupt the provision of the Services and shall notify you of the reasons for the interruption. You shall be responsible for making the Site safe and shall notify us within 30 days of the date of interruption that adequate steps are being taken to make the Site safe. These steps must be complete within 6 months of the date of interruption. Subject to paragraph 3.6 and paragraph 10 of these Terms, we shall continue to provide the Services as soon as we deem that the necessary corrective measures have been taken to make the Site safe.
- Where the Site is a roof space, you shall be responsible for ensuring that the Site is suitable (structurally and otherwise) for the performance of the Services and/or the installation of the Products including (but not limited to) the ability of the Site to handle the weight of the Products. We shall not be liable for any loss resulting from your failure to comply with this paragraph and/or any damage that arises as a result of the provision of the Services/installation of the Products at an unsuitable Site.

7 Unexpected work

Where unexpected work arises during the course of the Services which we could not have reasonably foreseen when submitting the Quotation (including, but not limited to, any difficulty resulting from the presence of materials containing asbestos at the Site which were not identified prior to the commencement of the Services, or any difficulties arising as a result of unsafe wiring which must be made safe as soon as it is discovered), we shall inform you and shall make a fair and reasonable adjustment to the price of the Contract and the date for completion of the Services. We shall confirm the price adjustment and amended date for completion of the Services in writing to you as soon as practicable.
- The Quotation shall set out the hourly or daily costs that would result from any unexpected work due to site conditions or special circumstances beyond our control.

Cancellation of the Contract

Your rights

8.1 In accordance with paragraph 2.8 of these Terms, you may cancel the Contract by sending us written notice no later than 14 calendar days after the date on which the Contract was concluded in accordance with paragraph 2.6 of these Terms.

8.1.1 If you cancel this Contract after the period referred to in paragraphs 8.1 and 2.8 of this Contract then you may have to pay compensation for costs or losses reasonably incurred by us. We will try to keep those costs to a minimum. We have a right to retain all or part of your deposit and any further advance payment as a contribution.

8.1.2 If you want the Services to be provided during the cancellation period referred to in paragraph 8.1 and 2.8 then you must request this in writing and sign the request. If we start the Services and you later decide to cancel the Contract within the cancellation period then you may be responsible for the cost of the Products and Services already supplied and for making good the Site.

8.2 If there is a delay to the delivery of the Products or the provision of the Services for reasons that are outside your control, but within our control, you will be entitled to cancel the contract and receive a full refund. This is in line with the Renewable Energy Consumer Code and the Consumer Rights Act 2015.

8.3 Please let us know if you believe that we have breached any of our obligations as set out in these Terms as soon as possible after we have carried out the Services or after delivery of the Products. If we are in breach of our obligations as set out in these Terms in relation to the supply of the Services, then you have a right to:

request a repeat performance of the Services; or
ask for compensation.

If any of the Products that we supply are faulty, incorrectly installed, incorrectly described or not fit for purpose, you can:

request a repair or a replacement; or
reject the Products and ask for compensation.

You can seek those remedies if what we supply or install is faulty, incorrectly described or not fit for purpose. You cannot seek those remedies if you change your mind about the Contract or you decide you no longer want some or all of the Products.

These Terms will apply to any replacement Services or to any repaired or replacement Products we supply to you.

Our rights

As detailed in paragraph 6.2 above, you will be able to cancel the Contract (and have any deposit or advance payment refunded) if, in the final design we present to you, the installation differs significantly from what we have described to you.
- If you are in breach of your obligations as set out in these Terms and you fail to remedy that breach within 14 days of receiving written notice from us about that breach, then we have a right to cancel the Contract. We must give you reasonable opportunity to rectify the alleged breach.

8.7 If we suffer a loss as a result of your breach of contract, we must take reasonable steps to prevent the loss from getting worse. If your breach of the Contract leads to a cancellation then you may have to pay compensation for reasonable costs or losses reasonably incurred by us.

8.8 We may give notice to cancel the Contract if the supply of Services is interrupted under paragraph 6.4 and (i) you do not notify us within 30 days of the date of interruption that adequate steps are being taken to make the Site safe; or (ii) you have failed to take adequate steps to make the Site safe within 6 months of the date of interruption. In this case, we shall submit a final invoice to you for all work done prior to the date of interruption. Payment of this invoice shall be due on receipt of the invoice.

8.9 Either party may cancel the Contract if the other party becomes insolvent or bankrupt or has a receiver, manager or administrative receiver or liquidator appointed.

8.10 Cancellation of the Contract shall not affect the accrued rights and liabilities of the parties at the cancellation date.

9 Intellectual Property Rights

All copyright and other intellectual property rights in designs and documents prepared by us shall remain our sole property. You shall have a licence to use them, but only for the purposes for which they were prepared. We shall have a similar licence in respect of drawings and documents issued to us by you.

10 Complaints, conciliation and arbitration

10.1 If at any time you wish to make a complaint about the Services and/or Products, you should follow the procedure set out in the Renewable Energy Consumer Code. If at any time a complaint or dispute arises between you and us which cannot be resolved amicably or through the complaints procedure set out in the Renewable Energy Consumer Code then both you and we can refer the matter to mediation. We must agree to mediation if that is your wish.

10.2 The mediation service that will be used is that offered by the set out in the Renewable Energy Consumer Code. It aims to reach a non-legal solution to the dispute in a reasonable timescale. The Renewable Energy Consumer Code will appoint a suitably qualified independent expert (or experts) to consider the matter in the light of consumer protection legislation in force. After considering all the evidence, either in writing, or in a face-to-face mediation, the expert will make recommendations for resolving the issue. Neither party will be bound by these recommendations, though both are strongly encouraged to accept them in the interests of resolving the dispute speedily and effectively.

10.3 If agreement is not reached through mediation for any reason, you can refer the matter to the independent arbitration service and we must agree to arbitration if that is your wish. If we would like to seek arbitration then we must seek your permission first. The procedure used for independent arbitration is described in the Renewable Energy Consumer Code. You will have to pay small fee directly to the arbitration provider, which may be refunded to you if the arbitrator finds in your favour.

10.4 The outcome of the arbitration process will be legally-binding and enforceable. An award made under the independent arbitration service will be final and binding on you and us. You and we may only challenge the award on certain limited grounds under the Arbitration Act 1996.

11. Limitations of Liability

11.1 Except for our liability under the Warranty given to you in accordance with paragraph 3.3 of these Terms, subject to paragraph 11.3, if either of us fails to comply with these Terms, neither of us shall be responsible for any losses that the other suffers as a result, except for those losses which we or you could reasonably foresee would result from the failure to comply with these Terms.

11.2 Neither of us shall be responsible for losses that result from our failure to comply with these Terms including, but not limited to, losses that fall into the following categories:

loss of income or revenue;
loss of profit;
loss of business;
loss of anticipated savings;
loss of data.

However, this paragraph 11.2 shall not prevent claims for foreseeable loss of, or damage to, your physical property.

11.3 This paragraph does not exclude or limit in any way our liability for:

death or personal injury caused by our negligence; or
fraud or fraudulent misrepresentation;
any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability; or
any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.

11.4 Subject to paragraphs 11.2 and 11.3, our total liability in contract, tort (including for negligence or breach of statutory duty) misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contact shall be limited to £1,000,000 per claim.

11.5 We shall not be liable under any circumstances for any losses that arise in connection with your application for grants/financial incentives in relation to the Services, including, but not limited to, losses that result from (i) your failure to provide accurate details in relation to any applications for grants/financial incentives, (ii) your failure to obtain any available grants/financial incentives, and/or (iii) any reduction in the amounts payable under any available grants/financial incentives, (including, but not limited to, as a result of the application criteria for such grants/incentives being amended or such grants/incentives ceasing to be available).

11.6 We shall not be liable for any losses arising from the failure of any metering or monitoring equipment provided in relation to the Services nor in relation to the failure (or under-performance) of any recharging equipment or batteries provided in relation to the Services Products that we install may interface with equipment owned by you. We are not responsible for compatibility between your equipment and any of the Products installed.

11.7 You are responsible for complying with the terms of any manufacturer’s warranty in relation to the Products which shall include (but not be limited to) any requirements to comply with the manufacturer’s instructions and/or to ensure that the relevant Product is subject to regular inspection and maintenance by properly qualified and experienced persons. We shall not be liable under any circumstances for any losses that arise in connection with your failure to comply with the terms of any manufacturer’s warranty, including (but not limited to) any losses that result from your failure to ensure that you comply with the manufacturer’s instructions in relation to the relevant Product or that the relevant Product is regularly inspected and maintained.

11.8 Where any loss is suffered by you and any other person is jointly and severally liable to you, the loss recoverable by you from us shall be limited so as to be in proportion, on a just and equitable basis, to our relative contribution to the overall fault of us, you and any other person in respect of the loss in question.

12 Force Majeure Events

12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control (Force Majeure Event).

12.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:

civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat tor preparation for war; or
fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; or
impossibility of the use of railways, shipping, aircraft, motor transport or other means of public transport; or
impossibility of the use of public or private telecommunications networks.

12.3 Our obligations under these Terms are suspended by the period that the Force Majeure Event continues, and we will extend the time to perform those obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms can be performed despite the Force Majeure Event.

13 Assignment

You may not assign any of your rights or obligations under these Terms to another person without our prior written consent, which we will not withhold unreasonably. We can transfer all or any of our rights and obligations under these Terms to another organisation, but this will not affect your rights under these Terms.

14 Notices

All notices sent by you to us must be sent to Environmental Energies Limited at Unit 3, Manor Farm, Clipston Road, Clipston, Market Harborough, Leicestershire, LE16 9RP. We may give notice to you at either the e-mail or postal address you provide to us in the Customer Order Form. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to provide, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.

15 Data protection

We will comply with all applicable requirements of the Data Protection Legislation. This paragraph 15 is in addition to, and does not relieve, remove or replace, any party’s obligations or rights under the Data Protection Legislation. Any personal information that is collected and processed by us in connection with the Contract will be collected and processed in accordance with the terms of our Privacy Policy, a copy of which can be found on our website or is available on request from the Company.

16 Severance

If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

17 Waiver

If we fail, at any time, while these Terms are in force, to insist that you perform any of your obligations under these Terms, or if we do no exercise any of our rights or remedies under these Terms, that will not mean that we have

waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.

18 Third Party Rights

A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

19 Governing Law

These Terms shall be governed by English law and you and we both agree to the exclusive jurisdiction of the English courts.

B2B Terms and Conditions

TERMS AND CONDITIONS OF BUSINESS

Your attention is in particular drawn to the limitation of liability provisions in paragraph 11 of these Terms and the adjudication provisions in paragraph 16 of these Terms.

1. DEFINITIONS

1.1 The following definitions apply to these Terms:

Customer: the person named as the Customer in the Quotation and the Customer Order Form (“you”) who purchases the Services and/or the Products from the Supplier.

Customer Order Form: the Customer’s written order for the Services and the Products (as set out in the Customer’s purchase order form or the Customer’s written acceptance of the Quotation).

Force Majeure Event: shall have the meaning given in paragraph 12 of these Terms.

Order: the Customer’s order for the Services and the Products as set out in the Customer Order Form.

Order Acknowledgement: the Supplier’s written acknowledgement of receipt of the Customer Order Form, given in accordance with paragraph 2.4 of these Terms.

Price: the price payable by the Customer to the Supplier for the Services and the Products, as shown in the Quotation (or as varied in accordance with these Terms).

Products: the products and materials referred to in the Quotation which shall include, but not be limited to, Solar PV equipment, batteries, EV chargers and related products.

Proposed Commencement Date: the date on which work is due to start at the Site, as set out in the Quotation (or as varied in accordance with these Terms).

Proposed Delivery Date: the date on which the Products are due to be delivered to the Site, as set out in the Quotation (or as varied in accordance with these Terms).

Proposed Completion Date: the date on which the Services are due to be completed, as set out in the Quotation (or as varied in accordance with these Terms).

Quotation: the Supplier’s quotation for the provision of the Services and the supply of the Products, referring to these Terms.

Representatives: a party’s officers, employees, consultants, agents, suppliers and/or contractors.

Services: the planning, installation and commissioning services supplied by the Supplier to the Customer as described in the Quotation.

Site: the place where the Products are to be installed and the Services carried out, as described in the Quotation.

Supplier: Environmental Energies Limited (“we/us”).

Terms: the terms and conditions of business set out in this document (as varied from time to time in accordance with paragraph 19 of these Terms).

Writing or written: includes faxes and e-mail.

1.2 Headings do not affect the interpretation of these Terms.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).

2. BASIS OF SALE

2.1 The Contract constitutes the entire agreement between you and us for the supply of the Services and the Products. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf which is not set out in the Contract.

2.2 Any samples, drawings, descriptive matter or advertising we issue, and any descriptions or illustrations contained in our catalogues or brochures, are issued or published solely to provide you with an approximate idea of the Services or Products they describe. They do not form part of the Contract between you and us or any other contract between you and us for the supply of the Services and the Products and shall not have any contractual force.

2.3 These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.4 The Order is an offer by you to enter into a binding contract with us. The Contract shall become binding on you and us when:

(i) we issue you with an Order Acknowledgement; or

(ii) we notify you in writing that we are able to provide the Services and/or the Products; or

(iii) we start to provide the Services,

whichever is the earlier, at which point and on which date a contract shall come into existence between us.

2.5 The Quotation given by us shall not constitute an offer. The Quotation shall be valid for a period of 30 calendar days from its date of issue, unless we notify you in writing that we have withdrawn it during this period.

2.6 All of these Terms shall apply to the supply of both Products and Services except where application to one or the other is specified.

We shall have the right to make any changes to the 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 Services.
- We shall not order any Products or allocate time for the performance of the Services until a Contract has been formed. We shall not be liable for any delay in the performance of the Services caused by your failure to place an Order in sufficient time.

3. OUR OBLIGATIONS TO YOU:

3.1 Unless we are prevented from doing so by a Force Majeure Event (as set out in paragraph 12 of these Terms), we will provide:

3.1.1 Services which on performance:

(i) conform in all material respects with their description; and

(ii) are carried out with reasonable care and skill;

and

3.1.2 Products which will on delivery:

(i) conform in all material respects with their description;

(ii) be of satisfactory quality;

(ii) be fit for any purpose we say the Products are fit for; and

(iii) be free from material defects in design, material and workmanship.

3.2 We will provide you with a warranty that covers the Services (the “Warranty”). You must notify us in writing within 14 days of discovering any defect that you wish to make a claim under the Warranty. We shall take steps to procure that the Customer has the benefit of any manufacturer’s warranty in relation to the Products, in accordance with the terms of the Warranty.

3.3 We shall use all reasonable endeavours to carry out the Services in accordance with the timetable set out in the Quotation (or as adjusted in accordance with these Terms) but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. We shall not be liable for delays caused by a Force Majeure Event (as set out in paragraph 12 of these Terms).

3.4 Once the Services have been completed and full payment of the Price has been received, we will give you any guarantees, test certificates and other relevant paperwork related to the Products and the Services.

3.5 We shall not be liable for any losses arising from the failure of any metering or monitoring equipment provided in relation to the Services nor in relation to the failure (or under-performance) of any recharging equipment or batteries provided in relation to the Services.

3.6 Products that we install may interface with equipment owned by you. We are not responsible for compatibility between your equipment and the Products installed.

3.7 We shall not enter into any collateral warranty unless you have advised us prior to the commencement of the performance of the Services that a collateral warranty will be required. Sufficient time must be allowed for negotiating any collateral warranty.

4. YOUR OBLIGATIONS TO US:

4.1 You shall:

4.1.1 ensure that the terms of the Order and any information that you provide to us in relation to the Services are complete and accurate;

4.1.2 ensure that any applications made for grants/financial incentives in relation to the Services are complete and accurate;

4.1.3 co-operate with us in all matters relating to the Services;

4.1.4 provide us with any information and instructions relating to the Services that is or are necessary to enable us to provide the Services in accordance with the Contract, including accurate details of underground services, and ensure that such information is accurate in all material respects; and

4.1.5 pay the Price of the Contract in accordance with paragraph 5 of these Terms.

4.2 You must obtain all relevant permissions (such as planning and building consents) that are necessary before we commence the Services and/or deliver the Products. In addition, you are responsible for making any necessary changes to your electricity metering arrangements and for ensuring that any ground works or pipe cable routes set out in the Quotation will not have any detrimental effect on any foundations, structures or underground services. If we ask to see those permissions (and related drawings and/or specifications) you must make those available. It is your responsibility to get the necessary permissions and approvals for the work to take place and to inform us of any conditions attached to any such permission or approval. We accept no liability for unauthorised use of a grid connected electricity generating system or any delays to the Services caused by changes to your electricity metering.

4.3 We are not responsible for the accuracy of the system layout of the Products created using drawings and information provided by you or by your Representatives. If the drawings or plans are not an accurate representation and the proposed layout cannot be accommodated you shall be responsible for any reasonable costs associated with changing the layout or any amendments to the Quotation. We shall be entitled to rely on drawings and/or information prepared by other professionals and/or your Representatives.

4.4 If our performance of any of our obligations in respect of the Services is prevented or delayed by any act or omission by you or your Representatives or failure by you or your Representatives to perform any relevant obligation (“Customer Default”):

4.4.1 we shall, without limiting our other rights or remedies, have the right to suspend performance of the Services until you remedy the Customer Default and to rely on the Customer Default to relieve us from the performance of any of our obligations to the extent that the Customer Default prevents or delays our performance of any of our obligations;

4.42 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 any of our obligations as set out in this paragraph 4.3; and

4.4.3 you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.

4.5 You agree to provide the following for our use free of any charge whilst the Services are being supplied or the Products are being delivered:

(i) water, washing facilities and toilets;

(ii) electricity supply;

(iii) adequate storage space;

(iv) safe and easy access to the Site from the public highway; and

(v) easy access to the location within the Site where the Services are to be provided.

4.6 You, or your contractor, may need to carry out preparatory work before we can start to provide the Services and/or deliver the Products. This work must be finished before the Proposed Commencement Date. This work must be undertaken by competent persons and must be of the necessary quality for the Services to be carried out. If this preparatory work is not finished before the Proposed Commencement Date, then the provisions set out in paragraph 4.4 of this Contract will apply.

In the event that the Site is found to be unsafe at any point before or during the provision of the Services, we shall interrupt the provision of the Services. You shall be responsible for making the Site safe and shall notify us within 7 days of the date of interruption that adequate steps are being taken to make the Site safe. These steps must be complete within 2 months of the date of interruption. Subject to paragraph 8 of these Terms, we shall continue to provide the Services as soon as we deem that the necessary corrective measures have been taken to make the Site safe.
- Where the Site is a roof space, you shall be responsible for ensuring that the Site is suitable (structurally or otherwise) for the performance of the Services and/or the installation of the Products, including (but not limited to) the ability for the Site to handle the weight of the Products. We shall not be liable for any loss resulting from your failure to comply with this paragraph and/or any damage that arises as a result of the provision of the Services/installation of the Products at an unsuitable Site.

5. PRICE AND PAYMENT

5.1 Unless otherwise agreed between us in writing, you shall pay a deposit of 25% of the Price when you submit the Customer Order Form to us. Subject to the terms of the Order, the Customer Order Form shall not be accepted unless accompanied by the deposit.

5.2 Unless otherwise agreed between us in writing, you shall make a further advance payment of 35% of the Price which will be payable twenty one days prior to the Proposed Commencement Date (as set out in the Customer Order Form). Where the payment of an advance payment is required:

5.2.1 we will not be obliged to commence the Services until the further advance payment have been paid; and

5.2.2 the Proposed Commencement Date shall be delayed for a period equal to the period of delay of the further advance payment.

5.3 We shall submit our payment applications (Claim) to you by email on the last working day of each month (or at such other intervals as are agreed in writing between us), or if earlier, on completion of the Services. The Claim shall specify the sum that we consider will become due on the Due Date (as defined in paragraph 5.4) and the basis on which that sum is calculated.

5.4 Payment of our Claim shall be due on the date you receive our Claim (Due Date).

5.5 No later than 5 days from the Due Date, you shall issue a payment notice (Payment Notice), which shall comply with Section 110 A)(1) of the Housing Grants, Construction and Regeneration Act 1996 as amended by Part 8 of the Local Democracy, Economic Development and Construction Act 2009 (Construction Act). In the event of failure to issue a Payment Notice, our Claim shall become the Payment Notice pursuant to section 1108 of the Construction Act.

5.6 Unless otherwise agreed in writing between you and us, the final date for payment of the sum notified as being due in the Payment Notice (the Notified Sum) shall be 14 days after the Due Date (Final Payment Date).

5.7 On or before the Final Payment Date, you shall pay us (in cleared funds to a bank account nominated in writing by us) either (i) the Notified Sum); or (ii) the sum that you consider to be due as specified in any Pay Less Notice (as defined in paragraph 5.8 below).

5.8 Not less than 7 days before the Final Payment Date, you may give us notice that you intend to pay less (Pay Less Notice) than the Notified Sum. Any Pay Less Notice shall specify:

(a) the sum that you consider to be due on the date the notice is served; and

(b) the basis on which that sum is calculated.

5.9 If you fail to pay in full the Notified Sum to us under the Contract by the Final Payment Date under this paragraph 5 and you have not given a Pay Less Notice complying with this paragraph 5, we may suspend the performance of any or all of the Services and any other obligations under the Contract by giving not less than 7 days’ notice to you of our intentions to do so and stating the ground or grounds on which we intend to suspend performance.

5.10 In the event of a suspension in accordance with these Terms, you shall pay us a reasonable amount in respect of costs and expenses reasonably incurred by us as a result of any exercise of your right to suspend performance.

5.11 Our prices set out in the Quotation include VAT. However, if the rate of VAT changes between the date of the Order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Services and Products in full before the change in the rate of VAT takes effect.

5.12 Time for payment shall be of the essence of the Contract.

5.13 Without limiting any other right or remedy of ours, if you fail to make any payment due to us under the Contract by the due date for payment (and fail to give a Pay Less Notice), we have the right to claim interest, compensation and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998 in relation to such unpaid amounts, from the Final Payment Date until the full amount is paid. If for any reason the Late Payment of Commercial Debts (Interest) Act 1998 does not apply, interest shall be payable on overdue amounts at 8% over the base rate set by the Bank of England from time to time.

5.14 Subject to the remaining provisions of this paragraph, you shall pay all amounts due under the Contract in full without any deduction or withholding 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 or remedies, set off any amount owing to us by you against any amount payable by us to you.

5.15 No discounts on the Price or retentions of payment shall be made unless agreed in writing between the parties before a contract is formed between the parties.

6. DELIVERY, TITLE AND RISK

6.1 We shall use all reasonable endeavours to deliver the Products to the Site (or such other location as may be agreed in writing between us) (“Delivery Location”) on the Proposed Delivery Date. Time of delivery shall not be of the essence unless otherwise agreed in writing between the parties.

6.2 Delivery of the Products shall be completed on the arrival of the Products at the Delivery Location. We shall not be liable for any delay in delivery of the Products that 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 Products.

6.3 If we fail to deliver the Products, 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 Products. We shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions for the Products or any relevant instruction related to the supply of the Products.

6.4 If you fail to take delivery of the Products on the Proposed Delivery Date then, except where this failure is caused by a Force Majeure Event or our failure to comply with these Terms:

we will store the Products until delivery takes place and may charge you for all related costs and expenses (including insurance);
we shall have no liability to you for late delivery.

6.5 If you have not accepted or taken delivery of the Goods within 5 days of the Proposed Delivery Date, we may resell or otherwise dispose of part or all of the Products.

6.6 We may deliver the Products in instalments. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.

6.7 The risk in the Products shall pass to you on completion of delivery.

6.8 Title to the Products shall not pass to you until we have received payment in full for the Products.

6.9 Until ownership of the Products passes to you, you must:

6.9.1 hold the Products on a fiduciary basis as our bailee;

6.9.2 store the Products separately in such a way that they remain readily identifiable as our property;

6.9.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Products;

6.9.4 maintain the Products in a satisfactory condition and keep them insured against all risks for their full price on our behalf from the date of delivery; and

notify us immediately if you become subject to any of the events listed in paragraph 8.1(a) to paragraph 8.1(i).

6.10 If before title to the Products passes to you, you become subject to any of the events listed in paragraphs 8.1(a) to 8.1(i), or we reasonably believe that any such event is about to happen and notify you accordingly, then, without limiting any other right or remedy we may have, we may at any time require you to deliver up the Products, and, if you fail to do so promptly, enter any of your premises or those of a third party where the Products are stored in order to recover them.

7. UNEXPECTED WORK

Where unexpected work arises during the course of the Services which we could not have reasonably foreseen when submitting the Quotation (including, but not limited to, any difficulty resulting from the presence of materials containing asbestos at the Site which were not identified prior to the commencement of the Services, or any difficulties arising as a result of unsafe wiring which must be made safe as soon as it is discovered), we shall inform you and shall make a fair and reasonable adjustment to the price of the Contract and the Proposed Completion Date.

8. TERMINATION

8.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of its obligations under this Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of receipt of notice in writing of the breach;

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits liability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonably prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with our winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;

(e) the other party (being an individual) is the subject of a bankruptcy petition order;

(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

(h) a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in paragraph 8.1(a) to 8.1(i) (inclusive);

(k) the other party suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business; or

(l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

8.2 Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under this Contract on the due date for payment.

8.3 Without limiting our other rights or remedies, we shall have the right to suspend the supply of Services or all further deliveries of Products under the Contract or any other contract between you and us if:

8.3.1 you fail to make payment of any amount due under this Contract on the due date for payment; or

8.3.2 you become subject to an of the events listed in paragraphs 8.1(a) to 8.1(i) or we reasonably believe that you are about to become subject to any of them.

8.4 We may give notice to cancel the Contract if the supply of Services is interrupted under paragraph 4.7 and (i) you do not notify us within 7 days of the date of interruption that adequate steps are being taken to make the Site safe; or (ii) you have failed to take adequate steps to make the Site safe within 2 months of the date of interruption. In this case, we shall submit a final invoice to you for all work done prior to the date of interruption. Payment of this invoice shall be due in accordance with paragraph 5.

9. CONSEQUENCES OF TERMINATION

9.1 13. Consequences of termination

Consequences of termination
7For information on consequences of termination, see Consequences of Termination: drafting note (www.practicallaw.com/2-367-0977).
Hide Note
9On termination of the Contract for any reason:
(a) you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, we shall submit an invoice, which shall be payable by you in accordance with paragraph 5;
you shall return any Products which have 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 not connected with this Contract;

(c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination; and

(d) provisions which expressly or by implication have effect after termination shall continue in full force and effect.

10. INTELLECTUAL PROPERTY RIGHTS

11. LIMITATIONS OF LIABILITY: your attention is particularly drawn to this paragraph

11.1 Subject to paragraph 11.2:

11.1.1 we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

11.1.2 you are responsible for any applications made for available grants/financial incentives in relation to the Services (including, but not limited to, the accuracy of all details contained in such applications) and we shall not be liable under any circumstances for any losses that arise in connection with your application for grants/financial incentives in relation to the Services including, but not limited to, losses that result from (i) your failure to provide accurate details in relation to any applications for grants/financial incentives, (ii) your failure to obtain any available grants/financial incentives, or (iii) any reduction in the amounts payable under any available grants/financial incentives (including, but not limited to, as a result of the application criteria for such grants/financial incentives being amended or such grants/financial incentives ceasing to be available); and

11.1.3 our total liability to you in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed £1,000,000; and

11.2 Nothing in these Terms 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;
any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
defective products under the Consumer Protection Act 1987.

11.3 You are responsible for complying with the terms of any manufacturer’s warranty in relation to the Products which shall include (but not be limited to) any requirements to comply with the manufacturer’s instructions and/or to ensure that the relevant Product is subject to regular inspection and maintenance by properly qualified and experienced persons. We shall not be liable under any circumstances for any losses that arise in connection with your failure to comply with the terms of any manufacturer’s warranty, including (but not limited to) any losses that result from your failure to ensure that you comply with the manufacturer’s instructions in relation to the relevant Product or that the relevant Product is regularly inspected and maintained.

11.4 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 from the Contract.

11.5 This paragraph 11 shall survive termination of the Contract.

11.6 Where any loss is suffered by you and any other person is jointly and severally liable to you, the loss recoverable by you from us shall be limited so as to be in proportion, on a just and equitable basis, to our relative contribution to the overall fault of us, you and any other person in respect of the loss in question.

12. FORCE MAJEURE EVENTS

12.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:

strikes, lock-outs or other industrial disputes (whether involving the workforce of the other party or any other party), malicious damage, act of God, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; or
fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; or
impossibility of the use of railways, shipping, aircraft, motor transport or other means of public transport;
impossibility of the use of public or private telecommunications networks; or
compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, default of suppliers or subcontractors.

12.3 If the Force Majeure Event prevents us from providing any of the Services and/or Products for more than six weeks, we shall, without limiting our other rights or remedies, have the right to terminate the Contract immediately by giving written notice to you.

13. ASSIGNMENT

13.1 You may not assign, transfer, charge or subcontract or deal in any other manner with all or any of your rights or obligations under these Terms without our prior written consent.

13.2 We may at any time transfer, assign, charge, subcontract or deal in any other manner with all or any of our rights and obligations under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party.

14. NOTICES

All notices sent by you to us must be sent to Environmental Energies Limited at Office 26 Harborough Innovation Centre, Airfield Business Park, Market Harborough, Leicestershire, LE16 7WP. We may give notice to you at either the e-mail or postal address you provide to us in the Customer Order Form. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to provide, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.

15. DATA PROTECTION

Both parties will comply with all applicable requirements of the Data Protection Legislation. This paragraph 15 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. Any personal information that is collected and processed by us in connection with the Contract will be collected and processed in accordance with the terms of our Privacy Policy, a copy of which can be found on our website or is available on request from the Company.

16. DISPUTES

16.1 Subject to either party’s right to adjudicate at any time, the parties agree to use their reasonable endeavours to resolve any dispute or difference between them through negotiation or mediation and, within 14 days of a written request from one party to the other, shall meet in a good faith effort to resolve any dispute or difference.

16.2 Subject to the right of either of the parties to adjudication at any time, if the dispute is not resolved at that meeting, the parties agree to attempt to settle the dispute by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation, one party must give notice in writing (ADR notice) to the other party requesting a mediation. A copy of the request should be sent to CEDR Solve. The mediation will start not later than 30 days after the date of the ADR notice.

16.3 Notwithstanding any other provision of these Conditions, either party may refer a dispute arising under these Conditions in relation to the provision of the Services to adjudication at any time under Part I of the Scheme for Construction Contracts (England and Wales) Regulations, which Part shall take effect as if it was incorporated into this paragraph.

16.4 The adjudicator shall be appointed by The Royal Institution of Chartered Surveyors.

16.5 Nothing in this paragraph 16 shall prejudice the right of either party to apply to Court for interim relief to prevent the violation by the other party of any proprietary interest, or any breach of the other’s obligations which could cause irreparable harm to the first party.

17. SEVERANCE

17.1 If any court or competent authority decides that any of the provisions of the Contract is invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

17.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

18. WAIVER

A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

19. THIRD PARTY RIGHTS

A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

20. VARIATION

Except as set out in these Terms, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by us.

21. GOVERNING LAW

These Terms shall be governed by English law and you and we both agree to the exclusive jurisdiction of the English courts.