The customer’s attention is drawn in particular to the provisions of clauses 2.1 and 8.
2.1 – The Contract is for the sale of goods to a business only and not to consumers. All consumer rights are, to the fullest extent permitted by law, excluded from the Contract.
2.2 – These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.3 – The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms and details of the Order on the Order Confirmation Form are complete and accurate.
2.4 – The Order shall only be deemed to be accepted when the Supplier issues the Order Confirmation Form, at which point the Contract shall come into existence.
2.5 – The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.6 – Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.7 – If a quotation for Goods is given by the Supplier, that quotation shall only be valid for acceptance for the period stated on the quotation.
The Goods are as described on the Supplier’s website: www.airius.co.uk.
4.1 – The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.2 – Delivery occurs when the goods are either unloaded at the Customer’s address or when they are collected from the Supplier.
4.3 – Any dates quoted for delivery 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 Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4 – If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 – All goods will need to be signed for upon delivery and the Customer (or such other person at the delivery address’s) signature on the delivery docket is good receipt of delivery.
4.6 – If the Customers is not available to sign for the delivery of the Goods, the Supplier (or its appointed courier) shall make a further delivery attempt, details of which will be made available to the Customer, and if the Customer is not present for the second delivery, the Goods will be returned to the Supplier and additional delivery charges will apply to any redelivery attempt for the Goods. The Customer will be made aware of these charges before the redelivery is made.
4.7 – The Supplier does not ship internationally. All international Orders need to be collected from the Supplier’s Collection Location.
4.8 – If ten Business Days after the day on which the Supplier notified the Customer that the Goods are ready for collection or the Goods were returned for non-delivery under clause 4.8, the Customer has not collected them, the Supplier may resell or otherwise dispose of part or all of the Goods and issue a refund for any amount paid by the Customer for the Order less any reasonable delivery, storage and restocking costs charged by the Supplier.
5.1 – The Supplier warrants that from the date of delivery (as determined under clause 4.4), and for five years for Destratiﬁcation Fans and one year for all other Goods (the “Warranty Period”), all parts and components of the Goods shall:
5.2 – Subject to clause 5.4, if:
the Supplier shall, at its option and complete discretion, repair the defective Goods (on site or at the Supplier’s place of business), replace the defective Goods or refund the price of the defective Goods in full.
5.3 – The Customer may, for any reason, within 120 days of delivery of the Goods, request a refund from the Supplier under the Supplier’s money back guarantee (“Money Back Guarantee”). For the Money Back Guarantee to apply, the Goods must be returned at the Customer’s cost and be in a resaleable condition, such condition to be assessed by the Supplier in its complete discretion. Any refunds due under the Money Back Guarantee shall be paid to the Customer within 60 days of receipt of the Goods.
5.4 – The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if, without prior written authorisation from the Supplier,:
5.5 – Except as provided in clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.6 – The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.7 – These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier and the Supplier shall cover any delivery charges for replacement Goods;
5.8 – If a Good, part or component is replaced or repaired, the Warranty Period of the replacement Good, part or component will be the same as the part it replaced and there will be no extension to any Warranty Period because of the repair or replacement.
6.1 – The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 – Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods.
6.3 – Until title to the Goods has passed to the Customer, the Customer shall:
6.4 – Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
6.5 – At any time before title to the Goods passes to the Customer, the Supplier may:
7.1 – The price of the Goods shall be the price set out in the Order.
7.2 – The Supplier may, by giving notice to the Customer at any before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
7.3 – The price of the Goods:
7.4 – The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
7.5 – The Customer shall, unless agreed otherwise in writing by the Supplier on the Order Confirmation Form, pay each invoice submitted by the Supplier:
time for payment shall be of the essence of the Contract.
7.6 – if the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 9:
7.7 – amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8.1 – The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £10 million per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
8.2 – The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.3 – Nothing in the Contract limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence or fraud or fraudulent misrepresentation.
8.4 – Subject to clause 8.3, the Supplier’s total liability to the Customer, where possible, shall not exceed the higher of the value of the Good as set out on its associated Order or the cost of repair or replacement of the Good and in all other cases no more than £10 million.
8.5 – Subject to clause 8.3, the following types of loss are wholly excluded:
8.6 – This clause 8 shall survive termination of the Contract.
9.1 – Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
9.2 – Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.1(b) to 9.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.3 – Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
9.4 – On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
9.5 – If the Customer does not make all payments due under clause 9.4, the Supplier may:
to recover all amounts owed to it and all fees, charges and costs incurred in enforcing its rights under the Contract of these terms and the Customer agrees to fully indemnity the Supplier against all such costs, losses and expenses, including any legal costs or court filing fees.
9.6 – Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
9.7 – Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 90 days, the party not affected may terminate the Contract by giving 7 days’ written notice to the affected party.
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.If any provision of the Contract is deemed deleted under this clause 11.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.