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Terms and Conditions

1. INTERPRETATION

1.1 Definitions: In these Conditions, the following words shall have the following meanings:
Business Day: a day other than a Saturday, Sunday, bank or public holiday in England;
Buyer: the purchaser of the Goods from the Supplier.
Conditions: the terms and conditions set out in this document.
Contract: the contract between the Supplier and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.
Delivery Point: the location for delivery of the Goods as more particularly described in condition 5.1 and subject always to condition 4.2;
Force Majeure Event: as defined in condition 11.1.
Goods: the goods (or any part of them) set out in the Order.
Manufacturer: the manufacturer of the relevant Goods.
Manufacturer’s Specifications: any description or specification for the Goods included in any catalogues, brochures or other materials published by or on behalf of the Manufacturer.
Order: the Buyer’s order for the Goods, as set out in the online order form submitted by the Buyer, the Buyer's purchase order form, the Buyer’s written acceptance of the Supplier's quotation, overleaf, or as otherwise submitted by the Buyer to the Supplier, as the case may be.
Supplier: Solar and Heat Store, whose registered office is at 2 Howard Chase, Basildon Essex, SS14 3BE.

Website: www.solarandheatstore.com
1.2 Construction: In these Conditions, the following rules apply:
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
1.2.2 A reference to a party includes its successors or permitted assigns.

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1.2.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.2.4 A phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5 A reference to writing or written includes faxes and emails.

2. THE CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions.
2.3 The Order shall only be deemed to be accepted when the Supplier receives payment for the whole price of the goods [unless the Buyer has been specifically accepted as a credit customer] when the Supplier will provide confirmation by e-mail.
2.4 We require payment to terms. Payment must be made on time, in full, and without any deduction, set off or counterclaim. In the event that an account is outstanding, we will refer the matter to our debt collection agents, Daniels Silverman Limited, which will incur costs of 15% + vat. Any costs incurred to collect the debt will be added to the debt, plus VAT at the prevailing rate. You agree that you will be legally liable to pay us that surcharge, and that payment of the same can be enforced against you in court. You also agree to pay interest at the relevant reference rate provided for under the Late Payment of Commercial Debts (Interest) Act 1998, which interest is payable both after and before any judgment of the court and continues to accrue
2.5 Any quotation for the Goods provided by the Supplier shall not constitute an offer. Unless otherwise expressly set out therein, a quotation shall only be valid for a period of 30 days from the date of issue. Any acceptance by the Buyer of a quotation from the Supplier shall constitute an Order (which is subject to acceptance by the Supplier in accordance with these Conditions).
2.6 Subject to any variation under condition 2.6, the Contract shall be on the terms set out in these Conditions to the exclusion of all other terms and conditions (including any terms and conditions which the Buyer purports to apply by amending these Conditions or otherwise) No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order,

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order confirmation, specification or other document shall form part of the Contract.
2.7 No variation to these Conditions shall have effect unless expressly agreed in writing by the Supplier and the Buyer.
3. DESCRIPTION
3.1 The quantity and description of the Goods shall be as set out in the Order.
3.2 The Supplier shall have no liability in respect of and does not provide any warranty in relation to the Manufacturer’s Specifications, whether the same have been supplied by the Supplier to the Buyer or not.
4. PRICE
4.1 The price payable for the Goods shall, unless otherwise expressly agreed in writing between the Supplier and the Buyer, be the price set out in the website, or, if no price is set out in the website, the price set out in any quotation provided by the Supplier to the Buyer which has been accepted by the Buyer within the time period for acceptance as referred to in condition 2.4 (where such a quotation exists), or where no such quotation exists, the price set out in the Supplier’s published list as at the date of submission of the Order by the Buyer.
4.2 The price of the Goods is exclusive of all taxes (including without limitation value added tax), duties and levies (or local equivalents), which shall be payable by the Buyer, subject to receipt of an invoice, at the applicable rates.
4.3 The price of the Goods is exclusive of the costs of carriage and insurance to the Delivery Point, which are shown on the website, which shall be payable by the Buyer and the Buyer shall be responsible for off-loading the Goods at the Delivery Point.
4.4 Unless otherwise expressly agreed in writing by the Supplier, the Delivery Point shall be within the United Kingdom. If it is agreed that the Delivery Point is to be outside the United Kingdom, the Buyer shall pay to the Supplier the taxes, duties and levies referred to in condition 4.2 within 14 days of the date of the relevant invoice in respect of the same, or in accordance with the credit period assigned to the Buyer from time to time, whichever period is the shorter. Time of payment shall be of the essence.
4.5 The Supplier may invoice the Buyer for the Goods and any costs in respect of carriage and / or insurance payable by the Buyer on or at any time following acceptance of the Buyer’s Order for the Goods, or in accordance with the credit period assigned to the Buyer from time to time, whichever period is the shorter. Time of payment shall be of the essence.

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4.6 The Supplier may review the credit period assigned to the Buyer from time to time. The Supplier shall be entitled to revise the same as it may in its absolute discretion decide (including removal altogether forthwith). If:
4.6.1 The credit period assigned to the Buyer is removed at any such review, the Supplier shall notify the Buyer accordingly and such removal shall apply: (a) with effect from deemed receipt of such notice in accordance with clause 10 (Communications) and (b) to any and all invoices issued to the Buyer by the Supplier which are outstanding as at the date of deemed receipt of such notice (provided that interest for late payment may only be charged with effect from the date of deemed receipt of the Supplier’s notice to the Buyer that the credit period is removed), as well as to any invoices issued by the Supplier to the Buyer from and including the date of deemed receipt of such notice.
4.6.2 The credit period assigned to the Buyer is decreased (but is not removed entirely pursuant to clause 4.6.1) at any such review, any such decreased credit period shall apply to any and all invoices issued to the Buyer by the Supplier with effect from the date of the relevant review.
4.6.3 The credit period assigned to the Buyer is increased at any such review, any such revised credit period shall apply to any invoices issued by the Supplier to the Buyer from and including the date of such review or such later date as the Supplier may decide.
4.7 The Supplier may review the credit limit assigned to the Buyer from time to time. The Supplier shall be entitled to revise the same as it may in its absolute discretion decide (including removal altogether forthwith). Any such revised credit limit shall apply in respect of orders that the

Buyer wishes to place following the date of the relevant review.
4.8 All payments received, if not supported by a remittance advice, will be allocated to the oldest invoices on the account.
4.9 No payment by the Buyer shall be deemed to have been received until the Supplier has received cleared funds.
4.10 If the Buyer fails to pay the Supplier any sum due, the Buyer shall be liable to pay interest to the Supplier on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank PLC, accruing on a daily basis until payment is made, both before or after any judgment.
4.11 As an alternative to the interest rate set out in condition 4.10, the Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

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4.12 The Buyer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may at any time, without limiting any other rights or remedies it may have, set-off an amount owing by it to the Buyer against any amount payable by the Supplier to the Buyer.
5. DELIVERY
5.1 The Supplier shall deliver the Goods to the location set out in the Order or such other location as is agreed in writing between the Supplier and the Buyer. In the absence of any location specified in the Order or otherwise agreed between the parties, delivery shall take place at the Buyer’s principal place of business.
5.2 Delivery of the Goods shall be completed when the Goods arrive at the Delivery Point (subject to the Buyer’s right to refuse delivery in accordance with condition 5.5).
5.3 Any dates quoted or accepted by the Supplier for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer’s failure to provide the Supplier with adequate delivery instructions or any other instructions which are relevant to the supply of the Goods.
5.4 If the Goods have not been delivered by the date or, if relevant, by the end the time period given by the Supplier as the approximate date/period for delivery then, unless the delay is caused by a Force Majeure Event or the Buyer’s failure to provide the Supplier with adequate delivery instructions or any other instructions which are relevant to the supply of the Goods or the Goods have not been collected by the Buyer in accordance with condition 5.6, then the Buyer shall be entitled to give written notice to the Supplier requiring the Supplier to deliver the Goods within not less than 40 days following receipt of such notice, whereupon, if the Supplier fails to comply, the Buyer may terminate the Contract forthwith on written notice to the Supplier.
5.5 The Supplier shall use its reasonable endeavours to keep the Buyer reasonably informed of the anticipated time and date of delivery and the Buyer shall accept delivery of the Goods at the Delivery Point provided that it has received not less than 24 hours notice of such delivery. If it has received less than 24 hours notice then, unless the delivery is being made on the delivery date or within the delivery period specified in the Order or otherwise agreed between the parties, then the Buyer may refuse to accept delivery if it not reasonable to expect the Buyer to accept delivery on that date taking into account the Buyer’s ability to grant access to the Delivery Point on that date and any material inconvenience to the Buyer in

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complying.
5.6 If the Buyer either fails to take delivery of the Goods within the time limit specified in condition 5.5 or if the Buyer fails to accept delivery of any of the Goods at the Delivery Point (except in circumstances where it is reasonable for the Buyer to refuse to accept delivery as set out in condition 5.5), then the Supplier may store the Goods until delivery is effected and the Buyer shall be liable for all reasonable costs, expenses and loss incurred by the Buyer in connection with such failure including, without limitation, additional transport costs, storage costs and insurance costs.
5.7 The Supplier may deliver the Goods by instalments. Each instalment shall be invoiced and paid for in accordance with the provisions of the Contract and shall be a separate Contract. No cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
6. NON-DELIVERY
6.1 The quantity of Goods as recorded by the Supplier on the proof of delivery signed by the Buyer shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
6.2 Any liability of the Supplier for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata rate against any invoice raised for such Goods.
7. RISK / TITLE
7.1 The Goods are at the risk of the Buyer from the time of delivery. Title in the Goods shall not pass to the Buyer until the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to the Supplier from the Buyer on any account.
7.2 Until title in the Goods has passed to the Buyer, the Buyer shall:
7.2.1 hold the Goods on a fiduciary basis as the Supplier's bailee;
7.2.2 store the Goods (at no cost to the Supplier) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Supplier's property;
7.2.3 not destroy, deface or obscure any identifying mark on or relating to the Goods;
7.2.4 maintain the Goods in satisfactory condition and keep them insured

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on the Supplier's behalf for their full price against all risks to the reasonable satisfaction of the Supplier. On request the Buyer shall produce the policy of insurance to the Supplier;
7.2.5 notify the Supplier immediately if it becomes subject to any of the events listed in condition 7.3; and
7.2.6 give the Supplier such information relating to the Goods as the Supplier may require from time to time, but the Buyer may resell the Goods in the ordinary course of its business.
7.3 If title to the Goods has not passed to the Buyer, the Buyer's right to possession of the Goods shall terminate immediately if:
7.3.1 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986 (‘IA 1986’)), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
7.3.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or is unable to pay its debts (as defined in section 123 of the IA 1986); or
7.3.3 any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in conditions 7.3.1 to 7.3.2; or
7.3.4 the Buyer encumbers or in any way charges the Goods; or
7.3.5 the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or substantially the whole of its business; or
7.3.6 the financial position of the Buyer deteriorates to such an extent that in the opinion of the Supplier the capability of the Buyer adequately to fulfil its obligations under the Contract have been

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placed in jeopardy.
7.4 If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in condition 7.3, or the Supplier reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Buyer to deliver up the Goods or may enter (pursuant to condition 7.5) any premises of the Buyer or of any third party where the Goods are stored in order to recover them.
7.5 The Buyer grants the Supplier, its agents and employees an irrevocable licence at any time to enter the Delivery Point and any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to remove and recover them.
7.6 On termination of the Contract, howsoever caused, the Supplier's rights contained in this condition 7 shall remain in effect.
8. WARRANTY
8.1 Each of the sub-conditions in condition 8 shall be treated as separate and independent.
8.2 The Supplier hereby excludes to the fullest extent permitted by law all warranties, conditions and other terms implied by statute, common law or otherwise save those expressly set out in these Conditions and those implied by section 12 of the Sale of Goods Act 1979.
8.3 The Supplier warrants that on delivery the Goods shall be free from material defects in design, material and workmanship.
8.4 Subject to conditions 8.5 and 8.6, if:
8.4.1 the Buyer gives notice in writing to the Supplier within 10 days of delivery of the Goods that some or all of the Goods do not comply with the warranty set out in condition 8.3; and
8.4.2 the Supplier (including its agents, subcontractors, consultants or employees) is given a reasonable opportunity of examining such Goods; and
8.4.3 at the request of the Supplier, the Buyer returns to the Supplier’s Premises at the Buyer’s cost all or any part of the Goods as are requested by the Supplier or, if requested by the Supplier, permits the Supplier to remove the Goods, the Supplier shall, at its own option, repair or replace the defective Goods, or refund the price of the defective Goods (whereupon it shall have no further liability for a

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breach of the warranty in condition 8.3 in respect of such Goods).
8.5 The Supplier shall not be liable for any failure to comply with the warranty set out in condition 8.3 if:
8.5.1 the Buyer makes any further use of such Goods after giving notice in accordance with condition 8.4; or
8.5.2 the defect arises because the Buyer failed to follow the Supplier’s or the Manufacturer’s oral or written instructions as to the storage, commissioning, installation, use and/or maintenance of the goods or (if there are none) good trade practice; or
8.5.3 the Buyer alters or repairs such Goods without the written consent of the Supplier;
8.5.4 the defect arises as a result of fair wear and tear, wilful damage, negligence by the Buyer or any third party, or abnormal storage or working conditions.
8.6 The warranties contained in condition 8.3 do not include:
8.6.1 any equipment, materials or supplies not supplied by the Supplier,
8.6.2 damage or loss of function sustained during periods with wind speeds exceeding 60 metres/second or submersed in water unless the Goods are designed to operate in such conditions,
8.6.3 any accidental loss or damage not caused by the Supplier or any loss or damage caused by any acts of God or any loss or damage to the extent contributed by any acts of God.
8.7 These Conditions apply to any repaired or replacement Goods supplied to the Buyer.
8.8 Except as provided for in this condition 8, the Supplier shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranty set out in condition 8.3. Subject to condition 9.1, the Buyer’s sole remedy in respect of a breach of the warranty in condition 8.3 shall be as set out in condition 8.4 and subject to the requirements imposed upon the Buyer in condition 8.4.
9. LIMITATION OF LIABILITY
9.1 Nothing in these Conditions excludes or limits the liability of the Supplier:
9.1.1 for death or personal injury caused by the Supplier's negligence; or
9.1.2 breach of terms implied by section 12 of the Sale of Goods Act 1979;

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9.1.3 for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or
9.1.4 for fraud or fraudulent misrepresentation.
9.2 Subject to condition 9.1, the Supplier shall not be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential loss including any losses that result from the Supplier’s deliberate personal repudiatory breach of the Contract.
9.3 Subject to condition 9.1, the Supplier shall not be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
9.3.1 any loss of profit;
9.3.2 any loss of business or opportunity;
9.3.3 any loss of anticipated savings; or
9.3.4 any loss of energy supply.
9.4 Subject to condition 9.1, the Supplier’s total liability to the Buyer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall not exceed 125% of the price paid or payable by the Buyer for the relevant Goods.
9.5 The Buyer expressly acknowledges that by entering into contract with the Supplier it acknowledges and agrees the exclusions and limitations of liability set out herein and that the price which has been agreed for the Goods reflects the level of liability accepted by the Supplier. The Buyer further acknowledges that it is its own responsibility to seek legal advice on the meaning and effect of these exclusions and limitation of liability and that it is able to and should seek to protect itself against any potential loss or damage which is not recoverable from the Supplier by means of obtaining insurance from third party providers.
10. COMMUNICATIONS
10.1 All communications between the parties shall be in writing and delivered by hand or sent by pre- paid first class post, airmail, fax or email to the address, email address or fax number notified to the other party from time to time and shall be deemed to have been received if sent by pre-paid first class post, two Business Days after posting (exclusive of the day of posting); if sent by airmail 7 Business Days after posting (exclusive of the day of posting), or if delivered by hand, on the day of delivery; or if sent by fax or email on a Business Day prior to 4.00 pm, at the time of transmission

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and otherwise on the next Business Day.
11. FORCE MAJEURE
11.1 A party, provided that it has complied with the provisions of condition 11.2, shall not be in breach of the Contract, nor liable for any failure or delay in performance of any obligations under the Contract (and, subject to condition 11.3.3, the time for performance of the obligations shall be extended accordingly) arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event), including but not limited to any of the following:
11.1.1 acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;
11.1.2 war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
11.1.3 terrorist attack, civil war, civil commotion or riots;
11.1.4 nuclear, chemical or biological contamination or sonic boom;
11.1.5 mandatory compliance with any law (including a failure to grant any licence or consent needed or any change in the law or interpretation of the law);
11.1.6 fire, explosion or accidental damage;
11.1.7 loss at sea;
11.1.8 adverse weather conditions;
11.1.9 collapse of building structures, failure of plant machinery, machinery, computers or vehicles;
11.1.10 any labour dispute, including but not limited to strikes, industrial action or lockouts;
11.1.11 non-performance by companies or subcontractors (other than by companies in the same group as the party seeking to rely on this condition); and
11.1.12 interruption or failure of utility service, including but not limited to electric power, gas or water.
11.2 The corresponding obligations of the other party will be suspended to the same extent as those of the party first affected by the Force Majeure Event.

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11.3 Any party that is subject to a Force Majeure Event shall not be in breach of the Contract provided that:
11.3.1 it promptly notifies the other parties in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance; and
11.3.2 it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and
11.3.3 it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event to carry out its obligations under this agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.
11.4 If the Force Majeure Event prevails for a continuous period of more than three months, any party may terminate the Contract by giving written notice to the other party, whereupon the Contract will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of the Contract occurring prior to such termination.
12. ENTIRE AGREEMENT
12.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
12.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than for breach of contract.
12.3 Nothing in this condition shall limit or exclude any liability for fraud.
13. ASSIGNMENT AND SUBCONTRACTING
13.1 The Supplier may at any time assign or transfer all or any of its rights under the Contract.
13.2 The Buyer may not assign or transfer or purport to assign or transfer all or any of its rights or obligations under the Contract without the prior written consent of the Supplier.
13.3 The Supplier may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent provided that the Supplier shall remain liable for such performance.

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14. GENERAL
14.1 Failure or delay by the Supplier in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. Any waiver by the Supplier of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
14.2 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this condition shall not affect the validity and enforceability of the rest of this agreement.
14.3 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
14.4 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English courts.
14.5 Each right or remedy of the Supplier under the Contract is without prejudice to any other right or remedy of the Supplier howsoever arising.