Terms & Conditions

1. Interpretation

1.1  Definitions

Business Day:  a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions:  the terms and conditions set out in this document as amended from time to time in accordance with          clause 11.3.
Contract:  the contract between Thermaglow and the Customer for the sale and purchase of the Goods in                            accordance with these Conditions.
Customer:  the person or firm who purchases the Goods from Thermaglow.
Force Majeure Event:  an event or circumstance beyond a party’s reasonable control.
Goods:  the goods (or any part of them) set out in the Order.
Intellectual Property Rights:  patents, rights to inventions, copyright and related rights, moral rights, trade marks,          business names and domain names, rights in designs, database rights and all other intellectual property rights whether registered or unregistered anywhere in the world.
Order:  the Customer’s order for the Goods as set out in the Customer’s purchase order form or written acceptance of Thermaglow’s quotation.
Specification:  any specification for the Goods including any related plans, drawings or designs agreed in writing by the Customer and Thermaglow.
Thermaglow: Thermaglow Limited, incorporated and registered in England and Wales with company number 00588483.

1.2 Interpretation

a)  A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-                    enacted.
b)  Any phrase introduced by terms such as “including”, “include” or “in particular” shall be construed as illustrative        and shall not limit the sense of the words preceding those terms.
c)  A reference to writing or written includes email but not fax.

2. Basis of Contract

2.1  These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or    incorporate.

2.2  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 Order and any Specification are complete and accurate.

2.3  The Order shall only be deemed accepted when Thermaglow issues written acceptance of the Order, at which          point the Contract comes into existence.

2.4 The Customer waives any right to rely on any terms contained in documents of the Customer that are inconsistent with these Conditions.

2.5 Any samples, drawings, descriptions or illustrations produced by Thermaglow are for the purpose of giving an approximate idea of the Goods and shall not form part of the Contract.

2.6 A quotation for the Goods given by Thermaglow shall not constitute an offer and shall only be valid for 30 days from the date of issue unless otherwise specified.

3. Goods

3.1  The Goods are described on Thermaglow’s website, as modified by any applicable Specification.

3.2  Where Goods are manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify Thermaglow against all liabilities, costs, damages and losses arising from claims relating to intellectual property infringement connected with that Specification.

3.3  Thermaglow reserves the right to amend the Specification if required by statutory or regulatory requirements.

3.4 Where Thermaglow is required to purchase or manufacture materials or equipment to fulfil a Specification supplied by the Customer, such materials and any associated intellectual property rights shall remain the property of Thermaglow.

4. Delivery

4.1 Each delivery shall be accompanied by a delivery note showing the order date, reference numbers, type and quantity of Goods and any special storage instructions.

4.2 Unless otherwise agreed, Thermaglow shall deliver the Goods to the location specified in the Order or another agreed location.

4.3  Delivery is completed on the unloading of the Goods at the Delivery Location.

4.4 Delivery dates are approximate only and time of delivery is not of the essence. Thermaglow shall not be liable for delays caused by Force Majeure Events or the Customer’s failure to provide adequate instructions.

4.5  If Thermaglow fails to deliver the Goods, its liability shall be limited to the costs of obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.

4.6  If the Customer fails to take delivery within three Business Days of notification that the Goods are ready, delivery shall be deemed completed and Thermaglow may store the Goods and charge the Customer for storage and insurance costs.

4.7  If the Customer does not take delivery within ten Business Days of notification, Thermaglow may resell or dispose of the Goods and account to the Customer for any excess or charge the Customer for any shortfall.

4.8  Thermaglow may deliver the Goods by instalments. Each instalment shall be invoiced and paid separately.

5. Quality

5.1 Where Goods are manufactured by Thermaglow, Thermaglow warrants that on delivery and for six months thereafter the Goods shall:

a)  conform to the Specification
b)  be free from material defects in design, material and workmanship
c)  be of satisfactory quality under the Sale of Goods Act 1979

5.2  If the Customer notifies Thermaglow during the Warranty Period that Goods do not comply with the warranty and allows Thermaglow to examine them, Thermaglow may repair, replace or refund the price of the defective Goods.

5.3 Thermaglow shall not be liable where defects arise due to misuse, failure to follow instructions, modifications made by the Customer, normal wear and tear, negligence or regulatory compliance changes.

5.4 Except as provided in this clause, Thermaglow shall have no liability for failure of the Goods to comply with the warranty.

5.5 The implied terms of the Sale of Goods Act 1979 are excluded to the fullest extent permitted by law.

5.6 These Conditions apply to repaired or replacement Goods.

5.7 Some Goods may be manufactured by third parties and Thermaglow makes no warranty regarding such Goods beyond any manufacturer’s warranty passed to the Customer.

6. Title and Risk

6.1  Risk in the Goods passes to the Customer upon delivery.

6.2  Title to the Goods shall not pass to the Customer until Thermaglow receives payment in full for the Goods and any other goods supplied to the Customer.

6.3 Until title passes, the Customer shall store the Goods separately, keep them insured and identifiable as Thermaglow’s property.

6.4 The Customer may resell the Goods in the ordinary course of business before payment is made, but title passes only immediately before resale.

6.5  If the Customer becomes insolvent before title passes, Thermaglow may recover the Goods.

7. Price and Payment

7.1  The price shall be the price set out in the Order or Thermaglow’s price list at the date of delivery.

7.2 Thermaglow may increase prices before delivery to reflect increases in costs beyond its control or changes requested by the Customer.

7.3  Prices exclude VAT but include packaging, insurance and transport unless otherwise stated.

7.4  Thermaglow may invoice the Customer on or after dispatch.

7.5  Payment must be made within 30 days of the invoice date unless otherwise agreed in writing.

7.6  Overdue payments will incur interest at 6% above the Bank of England base rate.

7.7  Payments must be made in full without set-off or deduction.

8. Termination

8.1 Thermaglow may terminate the Contract immediately if the Customer commits a material breach, becomes insolvent, ceases trading or its financial position deteriorates significantly.

8.2 Thermaglow may suspend supply if the Customer is likely to become subject to such events or fails to make payment when due.

8.3  Thermaglow may terminate the Contract immediately if the Customer fails to pay any amount due.

8.4  On termination, the Customer must immediately pay all outstanding invoices and interest.

8.5  Termination does not affect accrued rights or remedies.

9. Limitation of Liability

9.1  Nothing in these Conditions limits liability for death or personal injury caused by negligence, fraud or matters which cannot legally be excluded.

9.2  Subject to clause 9.1, Thermaglow shall not be liable for loss of profit or indirect or consequential loss, and total liability shall not exceed 100% of the price of the Goods.

10. Force Majeure

10.1  Neither party shall be liable for delays or failure to perform obligations due to events beyond reasonable control. If such delay continues for four weeks, the unaffected party may terminate the Contract with one week’s written notice.

11. General

11.1 Thermaglow may assign or transfer its rights under the Contract. The Customer may not do so without written consent.

11.2 This Contract constitutes the entire agreement between the parties.

11.3 Any variation must be in writing and signed by authorised representatives.

11.4 Failure to exercise a right or remedy does not constitute a waiver.

11.5 If any provision is invalid or unenforceable it shall be modified or deleted to the minimum extent necessary without affecting the remainder of the Contract.

11.6 No third party shall have rights to enforce the Contract.

11.7 The Contract is governed by the laws of England and Wales and disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Thermaglow Limited
5–7 Boundary Road
Harfreys Industrial Estate
Great Yarmouth, Norfolk
NR31 0LY, United Kingdom

Tel: +44 (0)1493 440060
Email: sales@thermaglow.co.uk
Web: www.thermaglow.co.uk

Registered No. 588483
VAT No. GB 105 9199 62