Aquatherm International Ltd
Terms & Conditions of Sale
1. DEFINITIONS
1.1 “Buyer” means the organisation or person purchasing Goods from the Seller.
1.2 “Conditions” means these terms and conditions of sale and any agreed written variations.
1.3 “Delivery Date” means the date specified by the Seller for delivery or collection of the Goods.
1.4 “Goods” means the products, equipment or systems supplied by the Seller.
1.5 “Intellectual Property Rights” means patents, designs, copyrights, trademarks, trade secrets and all other forms of intellectual property.
1.6 “Price” means the agreed contract price including any applicable charges for carriage, packing, insurance or additional services.
1.7 “Seller” means Aquatherm International Ltd, Winter Trees, Christmas Common, Oxfordshire, England, OX49 5HG.
1.8 “Readiness for Dispatch” means the point at which Goods have completed manufacturing, passed internal quality checks, and are available for shipment or collection.
2. GENERAL
2.1 These Conditions apply to all sales of Goods by the Seller to the Buyer.
2.2 All orders constitute an offer by the Buyer to purchase Goods subject to these Conditions.
2.3 Verbal or written instructions, or submission of a purchase order, constitutes acceptance of these Conditions.
2.4 Variations must be agreed in writing by the Seller.
2.5 Any advice or recommendations not confirmed in writing by the Seller are followed at the Buyer’s risk.
2.6 These Conditions do not affect the statutory rights of consumers.
3. PRICE AND PAYMENT
3.1 A non-refundable deposit of 30% of the contract value is payable upon acceptance of order. No manufacturing will commence until cleared funds are received.
3.2 All invoices issued by the Seller are payable on receipt or within seven (7) days, whichever is earlier.
3.3 The remaining 70% balance is payable within seven (7) days of notification that the Goods are complete and at Readiness for Dispatch.
3.4 If the Buyer fails to make the final 70% payment within 30 days of notification of Readiness for Dispatch, the Seller reserves the absolute right to:
(a) cancel the order without liability;
(b) retain all sums paid to date;
(c) make the Goods available for resale on the open market; and
(d) recover any losses, storage costs, administrative costs, and additional charges incurred by the Seller.
3.5 Storage charges will apply from 14 days after notification of Readiness for Dispatch.
3.6 Interest will accrue on overdue invoices at 1% of the contract value per week, accruing daily until paid in full.
3.7 The Seller may grant, refuse, restrict, amend, or withdraw credit terms at its discretion.
3.8 Failure to pay any instalment entitles the Seller to suspend work, deliveries, and services without liability.
3.9 Changes to Scope and Restocking Fees:
If the Buyer requests any changes to the scope of the project, including the removal of items, components, or assemblies originally included in the agreed specification, such changes shall only be implemented with the prior written consent of the Seller. Where the Seller agrees to a reduction in scope, a restocking fee of 25% of the Price of each removed item shall apply. The Seller reserves the right to refuse any requested reduction in scope where production has commenced, materials have been procured, or where such changes would materially affect the design, functionality, manufacturing sequence, or delivery programme of the Goods.
4. DESCRIPTION
Any descriptions are for identification only and do not constitute a sale by description.
5. SAMPLES
Samples are provided for inspection only and do not constitute a sale by sample.
6. DELIVERY
6.1 Delivery shall take place at the agreed address or on collection by the Buyer.
6.2 Delivery dates are estimates; time is not of the essence.
6.3 If delivery cannot occur for reasons beyond the Seller’s control, Goods may be stored at the Buyer’s cost.
6.4 Failure by the Buyer to accept delivery within 3 days of notification entitles the Seller to invoice the Goods and charge storage.
6.5 Goods may be delivered in instalments.
6.6 Buyer-requested rescheduling requires three (3) months’ written notice and the Seller’s agreement.
6.7 Buyer must accept delivery within three (3) months of the Delivery Date.
7. ACCEPTANCE
7.1 The Buyer is responsible for specification and suitability of use.
7.2 Goods are deemed accepted 14 days after delivery unless defects are reported in writing.
7.3 Identification marks must not be removed.
7.4 Quantity variations up to 5% shall be accepted with Price adjustment.
8. RISK AND TITLE
8.1 Risk passes upon delivery or notification of availability.
8.2 Title passes only upon full payment.
8.3 Goods must be stored and insured as the Seller’s property until title passes.
8.4 Buyer may resell Goods in normal business, but proceeds are held in trust.
8.5 The Seller may repossess Goods prior to full payment.
8.6 Goods must not be pledged as security.
8.7 Seller may recover the Price even if title has not passed.
9. INSOLVENCY
Upon insolvency of the Buyer, all sums become immediately payable, and Seller may enforce rights under Section 8.
10. WARRANTY
10.1 The heat exchanger assembly is covered by a 12‑month warranty against defects.
10.2 Wearable and ancillary components (pumps, valves, sensors, controls, electronics) are excluded where failure results from misuse, incorrect installation, contamination, external interference, improper wiring, or operation outside design parameters.
10.3 Warranty claims must be submitted in writing immediately after detection.
10.4 Returned Goods must be sent at Buyer’s cost unless agreed otherwise.
10.5 Third‑party components carry only the manufacturer’s warranty.
10.6 Seller may repair, replace, or refund defective Goods at its discretion.
10.7 Warranty is void if installation guidelines are not followed.
11. LIABILITY
11.1 No liability is accepted for description, quality, or fitness for purpose beyond these Conditions.
11.2 All implied terms are excluded to the maximum permitted by law.
11.3 The Seller is not liable for consequential or financial loss.
12. LIMITATION OF LIABILITY
12.1 If any exclusion is deemed unenforceable, liability shall not exceed the Price.
12.2 Nothing excludes liability for death or personal injury caused by negligence.
13. INTELLECTUAL PROPERTY RIGHTS
13.1 Software provided is subject to relevant licence terms.
13.2 Buyer indemnifies Seller against third‑party IP claims arising from Buyer specifications.
13.3 Seller may modify, replace, or refund Goods found to infringe IP rights.
13.4 All resulting IP remains property of the Seller.
14. ENGINEERING MODIFICATIONS & BUYER‑REQUESTED CHANGES
14.1 Seller may implement reasonable technical design or component changes.
14.2 Buyer‑requested changes require written approval.
14.3 Approved changes may incur engineering, labour, or material charges.
14.4 Items removed before production may incur a 25% restocking fee.
14.5 Items already manufactured cannot be cancelled.
15. INSTALLATION AND COMMISSIONING
15.1 Seller does not provide installation services.
15.2 Remote commissioning is provided free of charge.
15.3 On‑site commissioning is chargeable at the prevailing day rate plus expenses.
15.4 Seller is not liable for performance issues arising from incorrect installation.
16. FORCE MAJEURE
Seller is not liable for delays caused by events beyond its control.
17. RELATIONSHIP OF PARTIES
Nothing creates a partnership or agency relationship.
18. ASSIGNMENT
Buyer may not assign obligations without written consent.
19. WAIVER
Failure to enforce any term does not constitute waiver.
20. SEVERABILITY
Invalid provisions shall be severed without affecting the remainder.
21. NO SET‑OFF
Buyer may not withhold payment due to counterclaims.
22. ENTIRE AGREEMENT
These Conditions represent the entire agreement.
23. GOVERNING LAW
This agreement is governed by English law. Parties submit to the exclusive jurisdiction of the English courts.