Talbott's Terms and Conditions

Terms and Conditions of Sale

1. Definitions
   In these terms and conditions, unless the context requires otherwise
   1. “Buyer” means the person who buys or agrees to buy the Goods from the Company
   2. “Company” means Talbott's Biomass Energy Systems Limited
   3. “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Company
   4. “Delivery Date” means the date specified by the Company when the Goods are to be delivered.
   5. “Goods” means the equipment or services which the Buyer agrees to buy from the Company
2. Effect of Conditions
   1. These Conditions shall apply to all contracts for the sale of Goods by the Company to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
   2. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
   3. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
   4. Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Company.
3. Price
   1. Unless previously withdrawn the price of the Goods shall be the Company's quoted price which shall be valid for 30 days from the date on which it is submitted to the Buyer unless such period is extended by the Company in writing
   2. The Company’s quoted price is based on information supplied by the Buyer. Where any subsequent information is received which would involve a material alteration in the specification or method of manufacture of the Goods, the Company reserves the right at its option to either amend the quotation to cover any additional cost arising from such alteration or to withdraw from the contract.
   3. Should delivery or installation of the Goods be delayed as a consequence of any act or omission on the part of the Buyer, the Company shall be entitled to increase the price of the Goods to cover any additional cost to the Company (including, without limitation, the cost of storage and fire insurance).
   4. The price is exclusive of VAT which shall be due at the rate ruling on the date of the Company’s invoice.
4. Payment
   1. 1. A non-refundable deposit of 30% of the price and VAT shall be paid by the Buyer when the order for the Goods is made.
      2. A further 65% of the price and VAT shall be paid by the Buyer prior to the Delivery Date and the Company shall not be bound to deliver the Goods until payment has been received.
      3. The balance of the price and VAT shall be paid by the Buyer 30 days following the date of the final invoice.
   2. The Buyer shall pay the Company an administration fee of £75.00 and any reasonable costs and expenses including legal costs incurred by them in the collection of any overdue amount.
   3. Time for payment shall be of the essence.
5. Third party finance
   In the event that payment of the price or part thereof is being made by a finance company or other similar institution the Buyer shall when the order for the Goods is made advise the Company in writing of the name and address of such company or institution and provide confirmation in writing from such company or institution that they agree to make payment of the price in accordance with the provisions of clause 4.
6. Warranties
   1. The Company warrants:
      1. that the Goods supplied will at the time of delivery correspond to the quantity and description given by the Company.
      2. that if the Goods prove to be defective in materials or workmanship within a period of 12 months from the date of delivery (misuse and fair wear and tear excepted) then provided that all payments due under clause 4 hereof have been paid in full it will repair or replace the Goods (at its absolute discretion) free of charge. The Company shall not however be liable for the repair or replacement of any consumables.
   2. All other warranties conditions or terms relating to fitness for purpose quality or condition of the Goods whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.
7. Delivery of Goods
   1. The Company shall make every endeavour to adhere to the Delivery Date. The Delivery Date is not however guaranteed or to be deemed to be of theessence of the contract and the Company shall in no case be liable for any delay in delivery or any losses resulting directly or indirectly there-from howsoever caused and any delay in delivery shall not be sufficient cause for cancellation by the Buyer.
   2. Where no Delivery Date has been specified to the Buyer, the Buyer shall give the Company all necessary instructions and authorities and generally make all necessary arrangements so that delivery may take place within 14 days after the Company has notified the Buyer that the goods or services are ready for delivery.
8. Acceptance of the Goods
   The Buyer shall inspect the Goods on delivery and shall within 3 days of delivery notify the Company of any alleged defect, shortage in quantity, damage or failure to comply with description or sample. If any such report is made the Buyer shall afford the Company an opportunity to inspect the Goods within a reasonable time thereafter and before any use is made of them. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
9. Title and Risk
   1. The Goods shall be at the Buyer's risk as from delivery.
   2. In spite of delivery having been made property in the Goods shall not pass from the Company until:
      1. the Buyer shall have paid the price plus VAT in full; and
      2. no other sums whatever shall be due from the Buyer to the Company.
   3. Until property in the Goods passes to the Buyer in accordance with clause 9.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Company. The Buyer shall store the Goods (at no cost to the Company) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Company's property.
   4. Notwithstanding that the Goods (or any of them) remain the property of the Company the Buyer may sell or use the Goods in the ordinary course of the Buyer's business at full market value for the account of the Company. Any such sale or dealing shall be a sale or use of the Company's property by the Buyer on the Buyer's own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Company the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Company's money.
   5. The Company shall be entitled to recover the price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Company.
   6. Until such time as property in the Goods passes from the Company the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Company. If the Buyer fails to do so the Company may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 9.4 shall cease.
   7. The Company shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Company. Without prejudice to the other rights of the Company, if the Buyer does so all sums whatever owing by the Buyer to the Company shall forthwith become due and payable.
   8. The Buyer shall insure and keep insured the Goods to the full price against all risks to the reasonable satisfaction of the Company until the date the property in the Goods passes from the Company and shall whenever requested by the Company produce a copy of the policy of insurance. Without prejudice to the rights of the Company if the Buyer fails to do so all sums whatever owing by the Buyer to the Company shall forthwith become due and payable.
10. Exclusion of liability
    1. The Company shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of the breach by the Company of this contract.
    2. In the event of any breach of this contract by the Company the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Company exceed the price of the Goods.
    3. In the event that the Buyer declines to accept the Goods in breach of this contract the Buyer shall pay to the Company as and by way of agreed liquidated damages an amount equal to the price of the Goods less the net proceeds received by the Company on reselling the Goods after deducting the costs and expenses of resale.
11. Miscellaneous
    If any term or provision in these Conditions shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law that term or provision or part shall to that extent be deemed not to form part of these Conditions and the enforceability of the remainder of these Terms and Conditions shall not be affected.
12. Proper law of contract
    This contract of Terms and Conditions is subject to the law of England and Wales.

Terms & Conditions of Service Contract

1. In these Terms and Conditions and in the Service Contract the following definitions apply:
   1. “Customer” means the Customer identified in the Service Contract.
   2. “Talbott’s” means Talbott’s Biomass Energy Systems Limited.
   3. “Equipment means the equipment identified in the Service Contract but will exclude any equipment not installed and commissioned by Talbott’s.
   4. “The Schedule” means the Service and Inspection Schedule attached to the Contract.
   5. “Contract” means the Service Contract.
   6. “Service Cost” means the cost identified in the Contract as the cost of servicing which includes one days labour and travel costs only, all labour & travel outside of this period will be charged out at Talbott’s standard rates of hire, but excludes all parts.
2. Commencement and Duration
   1. The contract will commence on the date that is signed and will renew on an annual basis subject to the following:
      1. Talbott’s may terminate the contract at the time for reasons of safety, the unsatisfactory condition of the equipment or difficulties in accessibility all of such matters to be in the exclusive judgement of Talbott’s. In the event of termination under this provision, the customer shall nevertheless be liable to pay the charges of Talbott’s for the inspection visit and in accordance with Talbott’s standard published rates current at the time of the visit.
      2. The customer may terminate the Contract at any time in writing on seven days notice but shall not be entitled to any refund.
      3. Talbott’s may terminate the Contract at any time giving seven days notice in writing.
      4. The alteration or relocation of the equipment shall be notified to Talbott’s within 14 days of such event. Talbott’s reserve the right to vary the Service Charge or terminate the contract in such circumstances.
      5. In the event that the Customer parts with possession of the premises on which the Equipment is located then save where paragraph 2.1.6 applies, the Contract shall not be entitled to a refund of any money paid.
      6. If ownership or possession of the premises on which the equipment is located changes, Talbott’s would not object to the new owner or those in possession having the benefit of the Contract for the remainder of the Contract period for which the annual payment or instalment has been paid. No refund will be made for the unexpired Contract period. The contract shall terminate immediately before its next anniversary.
      7. All service prices are subject to a price increase in line with the UK RPI as of 1st April each year, regardless of the contract renewal date. The increase will appear on the first service following this date and again at the point of contract renewal.
3. Talbott’s Obligations
   1. Talbott’s will perform a service and inspection in accordance with the Service and Inspection Schedule attached to the Contract and for the duration of the Contract. This service price is based upon a set time period that a standard service will last. If this goes over the allotted time due to additional repairs, then a charge will be added at your respective emergency call out rate.
   2. Talbott’s will identify any remedial work or replacement parts required, falling outside the scope of the work set out in the Schedule, of which the Customer would need to place a separate order with Talbott’s and shall be invoiced immediately following the completion of work.
   3. The service will be performed within one month of the outline scheduled date, as stipulated by the service frequency, from the commencement of the Contract.
   4. Talbott’s reserve the right to use contractors to carry out all or any part of the service to be provided under the Contract.
   5. A Talbott’s emergency callout refers to any situation other then the customers scheduled service(s) in which a Talbott’s representative is required on site within 48hrs.
4. Customer Obligations
   1. In consideration of the services of Talbott’s, the Customer shall pay the following:
      1. A Service Cost consisting of one days labour & travel per service is the amount identified in the Contract (subject to paragraph 2.1.4 above) such costs to be invoiced after the service and to be paid within 28 days of the date of the invoice.
      2. In respect of the charges, including the costs of parts supplied in the course of the service, subject to any discount, and in respect of any other invoice for parts and for labour, the Customer shall pay within 28 days of the date of the invoice.
      3. If a date has been agreed for a service or visit with either the contract signer or the named main contact and the heater cannot be worked upon for any reason (other then stated in paragraph 5.5) then the customer will be subject to a £250 call out charge for a handfed Heater or £350 for an automatic, plus mileage at agreed rate calculated as return from Talbott’s ST15 0NN to the address of the Biomass System.
   2. The Customer shall:
      1. Use the equipment only in accordance with such instructions and recommendations relating to its care and operation as may be issued by the manufacturer or as may from time to time be advised in writing by Talbott’s.
      2. Not allow any person other than Talbott’s representative or duly authorised agent to adjust, maintain, repair, replace or remove any part of the Equipment without notice in writing to Talbott’s who may then elect to terminate this Contract.
      3. Take all reasonable steps as may be necessary to ensure the safety of any of Talbott’s representatives or agents who visit any premises of the Customer.
      4. Ensure correct operation of the Equipment in accordance with manufacturer’s instruction and training. Talbott’s will not be liable in any way and in the event of incorrect operation, operator error, misuse, negligence, or careless operation.
      5. Permit Talbott’s representative or agents access to the Equipment for the purpose of servicing or any repairs arising thereafter, at a reasonable time.
5. Exclusions
   1. The following are excluded from all Contracts (unless specifically stated in the Contract Schedule):
      1. Any defect or malfunction of the Equipment, which in the opinion of Talbott’s has arisen because of its transportation or relocation.
      2. Any work necessitated by reason of any modification, adjustment or repair made by a third party without the consent of Talbott’s.
      3. Any work necessitated by reason of any modification, adjustment to time and temperature controls without authorisation.
      4. Any defect or damage caused by a fire, lightning, explosion, flood, frost, and impact or extraneous causes.
      5. Any defect or damage occurring from a failure of the public electricity or water supply; de-scaling and any work arising from hard water scale deposits or from damage caused by aggressive water.
      6. Any defect or inadequacy which cannot be rectified for technical reasons; the replacement of decorative parts; trim or cases; any work on compensators, optimisers or microprocessor based systems controls (unless specifically identified).
      7. The replacement of boiler sections, heat exchanges or Equipment itself, the subjection of the Equipment by the Customer to unusual, physical or electrical stress, the neglect of misuse of the equipment or any failure or fluctuation of electrical power, air conditioning, humidity control or other environmental control; and any other cause (except fair wear and tear) which is not due to the neglect or default of Talbott’s.
   2. Talbott’s shall be under no liability whatever to the Customer for any indirect, special, or consequential loss or expense (including loss of profit) of the Customer arising out of or in connection with this Contract (except in respect of death or personal injury resulting from negligence). The total liability of Talbott’s for any loss of the Customer so arising in any year of this Agreement shall not exceed the basic charge for the Annual Service.
   3. Acceptance of the Equipment components into a Contract does not imply that it is installed satisfactorily or to the prevailing industry standard. Talbott’s will not accept responsibility for any inadequacy attributable to the original design and make no warranties to the fitness for purpose or condition in respect of the period that the Service Contract has been in force.
   4. The Service Contract does not cover the replacement of the Equipment and cannot be implied as an extension to the standard twelve months warranty.
   5. Neither party shall be liable to the other for any breach of this Contract arising from circumstances beyond the reasonable control of that party (including without limitation any strike, lockout or other industrial action).
   6. Prior to large services, such as full rebricks and full ceramic filter changes, the service contract must have been taken out 3 months prior to the service to benefit from any parts discounts.
6. Proper Law
   1. This contract is subject to the Law of England and Wales.