Terms & Conditions

Throughout this document, “we,” “our,” “IHS” or “us” refer to Infrared Heating Specialists Ltd. We are a registered company (Company Number: 14797211) based in the United Kingdom, with our registered office at Century House, Old Mill Place, Tattenhall, Chester CH3 9RJ.

General

1.1 In these terms and conditions (the “Terms”), the term “Company” refers to Infrared Heating Specialists (IHS), “Goods” refers to any item or service to be sold or supplied by the Company, and “Purchaser” refers to the person, association, firm, or corporate body receiving a quotation from the Company, or purchasing or agreeing to buy goods.

1.2 All quotations are subject to the following Terms, and no additions or variations shall be made unless agreed upon in writing by the parties.

1.3 These Terms shall apply to and form part of every contract of sale entered by the Company (“Contract”). All orders are accepted and executed on the understanding that the Purchaser is bound by these Terms. In the event of any inconsistency between these Terms and any conditions imposed by the Purchaser, these Terms shall prevail. Together with any special terms agreed upon in writing by the parties and any referenced documents, these Terms constitute the entire agreement between the Company and the Purchaser, superseding any previous agreements or arrangements relating to the subject matter. The Contract may not be amended or varied except in writing duly executed by the parties.

1.4 A Contract is formed when the Company confirms acceptance of the Purchaser’s order in writing or through the Company’s commencement of performance.

1.5 Only parties to the Contract shall be entitled to enforce its terms, except in the case of assignment or written agreement to assign any rights and/or obligations to a third party.

Quotations and Orders

2.1 The Company reserves the right to refuse acceptance of a quotation.

2.2 A quotation provided by the Company does not constitute an offer and may be withdrawn or revised at any time prior to the Company’s acceptance of the Purchaser’s order. The Company’s quotation for supplying goods remains valid for 30 days from the date of submission, unless withdrawn or extended in writing by the Company. If the Company determines that a material alteration may be necessary in the goods’ specification or method of manufacture, it may amend or withdraw the quotation as it deems fit, irrespective of the Purchaser’s prior acceptance.

2.3 Orders may be accepted in whole or in part, unless otherwise agreed upon in writing. Shipment of less than the entire order will be considered acceptance of only the portion shipped. Written or oral acknowledgement of an order does not constitute acceptance of the unshipped portion.

2.4 The Purchaser may not cancel or modify any accepted order without the Company’s written agreement, which may include terms such as indemnification against any costs, losses, or damages incurred due to such cancellation or modification.

Prices

3.1 Unless otherwise specified in writing by the Company, the price payable for Goods shall be the Company’s current list price at the date of dispatch. In the case of an order delivered in instalments, the price for each instalment shall be the Company’s current list price at the date of each respective dispatch. All prices and terms are subject to change without notice.

3.2 The Purchaser shall indemnify and hold harmless the Company for any loss, cost, or expense incurred by the Company directly or indirectly due to the Purchaser’s instructions or lack thereof, failure or delay in taking delivery, or any other act, neglect, or fault on the part of the Purchaser, its servants, agents, or employees. The price of the Goods shall be paid in full according to the terms of the Contract, and the Purchaser shall not exercise any set-off, lien, or similar right or claim.

3.3 All prices are subject to the addition of Value Added Tax and any other applicable taxes and duties at the appropriate rate.

Descriptive Matter and Illustrations

4.1 Descriptions, specifications, drawings, and particulars of weight and dimensions provided by the Company are approximate and intended to present a general idea of the Goods. They do not form part of the Contract.

4.2 Data, technical information, or performance figures provided by the Company are based on tests performed under standard conditions and cannot be guaranteed under different conditions.

4.3 The Company may make changes to the Goods’ specification as required to conform to safety, statutory, or EC requirements, or if such changes do not materially affect their quality or performance.

Dispatch Times

5.1 Quoted dispatch times are estimates only, and the Company shall not be liable for failure to dispatch within such time unless the Purchaser has suffered a loss, in which case the amount payable as liquidated damages must be agreed upon in writing prior to dispatch. In all cases, whether a dispatch time is quoted or not, the times for dispatch may be extended by a reasonable period due to instructions or lack of instructions from the Purchaser, industrial disputes, or any other causes beyond the Company’s reasonable control.

Storage

6.1 If dispatch of Goods is delayed for 14 days after the Purchaser has been notified of readiness, and such delay is due to the Purchaser’s instructions or lack thereof, the Purchaser shall take delivery or arrange for storage. For payment and risk purposes, the Goods shall be deemed delivered at that point. If the Purchaser fails to take or arrange for delivery, the Company, without prejudice to any other rights or remedies, may: (a) store the Goods until actual delivery and charge the Purchaser for reasonable storage costs, including handling and insurance; (b) sell the Goods at the best price obtainable and account to the Purchaser for any excess over the Contract price or charge the Purchaser for any shortfall below the Contract price; or (c) terminate the Contract by written notice with immediate effect.

Delivery

7.1 Unless otherwise specified, the Company’s quotation does not include delivery, and the delivery method or transport.

Loss or Damage in Transit

8.1 If delivery and carriage are arranged by the Company, any claims related to loss, shortage, damage, or breakage of Goods received must be immediately notified to the Company and the carrier. Such claims must also be registered in writing within 48 hours of delivery. Claims made after this period will not typically be considered by the Company. When the price includes delivery, the Company shall replace, free of charge, or give credit for Goods damaged in transit or not delivered according to the Advice Note, as verified by the Company. If the price does not include delivery, and the Purchaser makes delivery arrangements, the Goods are sent at the Purchaser’s risk.

Return of Goods

9.1 Goods cannot be accepted for return without the Company’s written permission. Unauthorized returns will be redirected to the Purchaser at their cost on the next available delivery.

9.2 Custom, modified, and obsolete products are non-returnable.

9.3 If Goods are debited as available for collection but are subsequently not available, the debit note must be withdrawn after the second failed attempt to collect.

Warranty and Rejection

10.1 The Company warrants that the Goods shall be free from material defects in design, material, and workmanship upon delivery.

10.2 Unless otherwise agreed, the Purchaser must reject Goods that do not comply with the Contract within 48 hours of receipt by providing immediate written notice to the Company. If the Company receives such notice and is given a reasonable opportunity to examine the Goods, the Company may, at its option, repair or replace the defective Goods or provide a full refund for the price of the defective Goods.
10.3 The Company shall not be liable for any failure of the Goods to comply with the warranty in clause 10.1 if:

(i) The Purchaser continues to use the Goods after giving notice under clause 10.2.

(ii) The defect arises due to the Purchaser’s failure to follow the Company’s instructions regarding storage, commissioning, installation, use, and maintenance of the Goods, or in the absence of such instructions, good trade practices related to the same.

(iii) The defect arises because of the Company following any drawing, design, or specification provided by the Purchaser.

(iv) The Purchaser alters or repairs the Goods without the Company’s written consent.

(v) The defect arises due to fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.

10.3 Except as provided in this clause 10, the Company shall have no liability to the Purchaser for the Goods’ failure to comply with the warranty set out in clause 10.1.

10.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are excluded from the Contract to the fullest extent permitted by law.

10.5 These terms shall apply to any repaired or replacement Goods supplied by the Company.

Force Majeure

11.1 The Company shall not be liable for any loss or injury suffered by the Purchaser if the Company is unable to carry out its obligations under the Contract due to circumstances beyond its reasonable control. Such circumstances include, but are not limited to, Acts of God, legislation, war, fire, drought, failure of plant or power supply, collapse of structure, epidemic, pandemic, lock-out, strike, or other employee actions related to a trade dispute, or inability to procure necessary materials for performance of the Contract. The Contract shall be suspended during such delays, but upon cessation of the cause of delay, the Contract shall become fully operative again. If the delay exceeds three months, either party may give written notice to terminate the Contract.

Risk and Retention of Title

12.1 The risk of loss, deterioration, or damage to the Goods or any part thereof shall pass to the Purchaser upon completion of delivery.

12.2 The property in the Goods shall remain with the Company until all sums payable by the Purchaser to the Company, whether under the Contract or any other contract between the parties (including interest), have been fully and unconditionally discharged. The Purchaser shall store the Goods as a mere bailee and on a fiduciary basis for the Company, ensuring they are readily identifiable as the sole and absolute property of the Company.

12.3 Until the full purchase price of the Goods is paid, the Purchaser shall maintain comprehensive insurance coverage against loss or damage by accident, fire, and theft in an amount at least equal to the outstanding balance of the price.

12.4 Subject to clause 12.5, the Purchaser may resell or use the Goods in the ordinary course of its business before payment is received by the Company. If the Purchaser resells the Goods, title shall pass from the Company immediately before the resale occurs. The Purchaser resells the Goods as principal, not as the Company’s agent.

12.5 The Company reserves the right to deal with its property as it sees fit. Before title to the Goods passes to the Purchaser, the Company may retake possession of the Goods or any part thereof. The Purchaser authorizes the Company, its officers, servants, and agents, to enter without notice into any premises under the Purchaser’s control for this purpose. The Purchaser instructs its officers, servants, or agents to deliver any such property in their possession upon the Company’s request.

Payments

13.1 Unless otherwise agreed in writing, payment must be received by the Company no later than the last day of the invoiced month. Other payment terms may be agreed upon in writing.

13.2 The granting of credit facilities is at the Company’s sole discretion. The Contract is subject to the Company’s satisfaction regarding the Purchaser’s credit references. The Company may, at its absolute discretion, delay delivering the Goods until the Purchaser tenders the purchase money along with any outstanding amounts due to the Company.

13.3 The payment deadline is an essential part of the Contract.

13.4 If the Purchaser fails to settle the account by the due date, the Company may, without prejudice to any other rights, suspend or cancel further deliveries without notice. The Company may also charge interest on the unpaid amount at a rate of 1.5 percent per annum above the NatWest Bank rate from time to time, both before and after any judgment, until full payment is made. A part of a month shall be treated as a full month for interest calculation purposes.

Samples

14.1 Unless agreed otherwise, samples must be returned within 30 days of receipt. The Company reserves the right to charge for any product samples not returned in good order within this period.

Third-Party Rights

15.1 If the Purchaser receives claims or actions related to infringements of patents, copyrights, or other rights of third parties arising from the use, manufacture, or sale of the Company’s products, immediate written notification must be given to the Company. The Company shall have the right, with the Purchaser’s assistance if required, to conduct negotiations or litigation related to such claims. The Company will indemnify the Purchaser against such claims, provided certain conditions are met, including not making any admissions, payments, or compromises without the Company’s written consent.

15.2 The Purchaser shall indemnify and hold harmless the Company from any actions, claims, losses, damages, costs (including legal costs), and expenses incurred by the Company in connection with work performed on Goods according to the Purchaser’s requirements or specifications.

Copyright

16.1 All drawings, descriptions, and other information supplied by the Company, including the copyright therein, remain the property of the Company.

Arbitration

17.1 In the event of any questions, disputes, or differences arising between the Purchaser and the Company regarding the Contract, either party may provide written notice of the issue. The matter shall be referred to arbitration by a mutually agreed-upon arbitrator.

Insolvency

18.1 This clause applies if:

(a) The Purchaser becomes insolvent, enters into a voluntary arrangement with creditors, is subject to an administration order, goes into liquidation (except for amalgamation or reconstruction purposes), or becomes bankrupt (in the case of an individual or firm);

(b) An encumbrancer takes possession, or a receiver or administrative receiver is appointed for any of the Purchaser’s property or assets.

(c) The Purchaser ceases or threatens to cease business operations or

(d) The Company reasonably anticipates any of the above events and notifies the Purchaser accordingly.

18.2 If clause 18 applies, without prejudice to any other rights or remedies, the Company may cancel the Contract or suspend further deliveries without liability to the Purchaser. If Goods have been delivered but not paid for, the price shall become immediately due and payable, notwithstanding any previous agreements.

Statutory and Other Regulations

19.1 If the Company’s costs of fulfilling its obligations under the Contract are increased or reduced due to new or amended laws, regulations, or bylaws implemented after the tender date, the Contract price shall be adjusted accordingly.

Legal Construction

20.1 Failure by the Company to exerciser or enforce any rights under the Conditions shall not be considered a waiver of those rights, and they can still be exercised at any time.

20.2 If any provision or part of a provision of the Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

20.3 The Purchaser cannot assign its rights or obligations under the Contract without the prior written consent of the Company.

20.4 Notices under the Contract shall be deemed properly given if delivered by hand, sent by special delivery, or sent by email to the designated addresses. Notices shall be considered served on delivery or 48 hours after dispatch by special delivery. For notices sent by email, they shall be considered served upon successful transmission.

20.5 Unless otherwise agreed in writing, the Contract shall be construed and governed by English law and shall operate as an English contract in all respects.