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Terms and Conditions

Terms and Conditions of Sale

1. INTERPRETATION
1.1. In these conditions:
1.1.1. “Buyer” means the purchaser of the Goods from the Seller;
1.1.2. “Conditions” means the terms and conditions set out in this document (unless the contract otherwise requires) together with
any special terms and conditions agreed in writing between the Buyer and the Seller which terms and conditions shall
regulate the whole of the transaction between the Buyer and the Seller to the exclusion of all other terms and conditions;
1.1.3. “Contract” means a contract between the Seller and Buyer for the purchase and sale of the Goods incorporating these
Conditions and the Order;
1.1.4. “Goods” means the Goods or any part of them which the Seller is to supply in accordance with these Conditions;
1.1.5. “Force Majeure” means any circumstances beyond the reasonable control of the Seller;
1.1.6. “Seller” means Rettig UK Ltd – Registered in England under Registered Number 653648.
1.1.7. “Order” means an order for the Goods from the Seller placed by the Buyer in substantially the same form set out in the
Seller’s order form;
1.1.8. “Price” means the price of the Goods as set out in the Order;
1.1.9. “Writing” includes telex cable, facsimile transmission, electronic data interchange and comparable means of communication
excluding email
1.1.10. “including, without limitation,” denotes the accompanying item or thing or list of items or things is illustrative only and
is understood and agreed to be non-exhaustive.
1.2. Any reference in these Conditions to any provisions of a statute shall be construed as reference to that provision as amended,
re-enacted or extended at the relevant time.
1.3. The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. PRICE
2.1. Except in respect of a quotation or estimate where the Price is expressly stated to be fixed for a specific delivery period, the
Seller reserves the right by giving written notice to the Buyer at any time before delivery to increase the Price of the Goods to
reflect any increase in their costs of production, delivery or otherwise which is due to Force Majeure, including, without
limitation, any fluctuations in the cost of raw materials. Where the Price is expressly stated to be fixed for a specific period
and for any reason (except where the same is due to the default of the Seller) a supply is made after the end of such period
the Seller reserves the right in respect of such supply to charge the Price ruling as at the date of despatch of the Goods.
2.2. The Price is exclusive of any applicable Value Added Tax but unless otherwise provided in the quotation or acknowledgement
of order of the Seller includes delivery and packaging charges.

3. PAYMENT
3.1. Save where varied in Writing in accordance with these Conditions a non-account customer shall make payment for the Goods in
full at the time of order and an account customer shall pay to the Seller the Price of the Goods by the end of the month
following the month of the invoice and the Seller reserves the right not to deliver any of the Goods if any monies at all are
outstanding from the Buyer at the due date of delivery.
3.2. The times given for payment under these Conditions or by Written variation shall be of the essence and the Seller shall
(without prejudice to any other right or remedy available to the Seller) be entitled to charge the Buyer interest both before and
after any judgement on the amount unpaid at the rate of 2% per month until payment in full is made (a part of a month
being treated as a full month for the purpose of calculating interest).
3.3. If the Buyer fails to fulfil any terms of payment in respect of any invoice the Seller reserves the right to demand payment of all
outstanding amounts from the Buyer whether due or not and to cancel any outstanding orders. Furthermore, the Seller
reserves the right to place a lien on any property of the Buyer which is in the Sellers possession.

4. DELIVERY
4.1. Delivery of the Goods shall be made by the Seller delivering the Goods to such place as is agreed in Writing between the
Buyer and Seller. Any dates quoted for delivery are approximate only and the Seller shall not be liable for any delay in delivery
of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in
Writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to
the Buyer.
4.2. The Seller reserves the right to deliver the Goods in separate instalments and the Buyer agrees that the Seller may do so. Any
claim by the Buyer in respect of any one or more instalments including, without limitation, any failure by the Seller to deliver
any one or more of the instalments in accordance with the Conditions shall not entitle the Buyer to treat the Contract as
discharged.
4.3. If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or due to
the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any)
of the cost to the Buyer (in the cheapest market available) of similar goods to replace those not delivered over the
Price of the Goods.
4.4. The Buyer shall accept delivery of the Goods, upon notification from the Seller that the Goods are ready to be
delivered. Should the Buyer fail to take delivery of the Goods or fail to give the Seller adequate delivery instructions
at the time stated for delivery (otherwise than by reason of any cause beyond the Buyers reasonable control or by
reason the Seller’s fault) then without prejudice to any other right or remedy available to the Seller, the Seller may treat
the Goods as having been delivered on that day for purposes of risk and payment. The Seller may also store the Goods
until actual delivery, however this will incur a storage charge to the Buyer for the reasonable cost (including, without
limitation, insurance and handling) of storage. The Seller may also sell the Goods at the best price readily obtainable
and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the Price of
the Contract or charge the Buyer for any shortfall below the Price under the Contract.
4.5. Vehicles belonging to the Seller, its servants or agents shall not be required to proceed beyond the hard road nearest to the place arranged for delivery. The Buyer’s duly authorised agent must be present at delivery. If any of these requirements is not met the Buyer shall be responsible for all costs of further attempts to deliver.
4.6. The Seller shall be entitled to require the Buyer to give security (whether by way of provision or a surety, guarantee
or performance bond or otherwise howsoever) or to pay monies on account of or as security for the Buyer’s obligations
under the Contracts and in any such case as a precondition to the performance by the Seller of any of its obligations
thereunder.

5. RISK AND PROPERTY
5.1. Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or if the Buyer wrongfully fails to
take delivery of the Goods at the time when the Seller has tendered delivery of the Goods.
5.2. Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions:
5.2.1. the property in the Goods shall remain in the Seller until full payment by the Buyer of the Price of the Goods and any
other monies due to the Seller in respect of all other products supplied or agreed to be sold by the Seller to the Buyer
(including, without limitation, any costs of delivery); and
5.2.2. until such time as the property in the Goods passes to the Buyer the Buyer shall hold the Goods as a bailee for the
Seller and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and
insured and identified as the Seller’s property. The Buyer shall be entitled to use the Goods in the ordinary course of its
business or to re-sell the Goods to a buyer bona fide at full market price and shall sell as principal only; and
5.2.3. until such time as the property in the Goods passes to the Buyer the Seller may at any time revoke the Buyer’s power of
sale by notice in Writing and the Buyer’s power of sale shall automatically cease if the Buyer is Insolvent (on the terms
of clause 9.1) or allows execution to be levied against its goods or any of them; and
5.2.4. until such time as the property in the Goods passes to the Buyer, the Buyer will deliver-up to the Seller and/or allow the
Seller to repossess the Goods upon demand and for this purpose grant an irrevocable right to the Seller, its servants
or agents to enter upon its premises or premises where the Goods are held with or without vehicles; and
5.2.5. the Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods
which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall
(without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

6. WARRANTY
6.1. Save as expressly provided in these Conditions and except where the Goods are sold to a person dealing as a consumer
(within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by statute
or common law are excluded to the fullest extent permitted by law.
6.2. Subject to clauses 6.3, 6.4 and 6.5, the Seller warrants that the Goods will correspond with all relevant British Standards
and adopted International Standards and be free from defects in material and workmanship at the time of their delivery
and for a period of:
• 10 years – Precision, Profile, Multi-column, Ultima, Protecta, Primo, Primo Plus, Fascia, Fascia Grace, Fascia
Vertical and Centre Tap ranges.
• 5 years – HD radiant panel, SMART radiant panel, Radiavector, Crystal, Crystal E, Edge & Groove ranges.
• 2 years – Optima, electrical componentry forming part of electrified radiators and towel warmers
6.3. The Seller’s warranty as aforesaid:
6.3.1. shall be conditional upon the Buyer notifying in Writing all and any defects apparent at the time of delivery to the Seller
within 48 hours of the time of delivery of the Goods by the Seller; and
6.3.2. does not extend to Goods for which the Price has not been paid by the due date or to parts, materials or equipment
not manufactured by the Seller. If the Goods have not been manufactured by the Seller the Seller will use its reasonable
endeavors to pass to the Buyer the benefit of any warranty or guarantee afforded to the Seller by the manufacturer
of such item ·where such warranty or guarantee is capable of assignment.
6.4. For the purposes of clause 6.3 a defect shall be apparent at the time of delivery if it would have been so apparent
upon a reasonably thorough examination and inspection of the Goods by the Buyer (whether or not such examination
or inspection is actually made by the Buyer).
6.5. The Seller shall not be liable for defects in the Goods arising from any drawing design or specification supplied by the
Buyer or for defects arising from wear and tear, damage, negligence, abnormal working conditions, failure to take
adequate measures to protect the Goods from damage, incorrect handling or storage, failure to follow the Seller’s
instructions (whether oral or in Writing) mis-use, alteration or repair of the Goods without the Seller’s prior approval
in Writing.

7. LIABILITY
7.1. Notwithstanding anything contained in the Conditions in no circumstances shall the Seller be liable whether in contract, tort
(including, without limitation, negligence) or breach of statutory duty or otherwise for any:
7.1.1. loss of profit, business, contracts, revenues or anticipated savings; or
7.1.2. special, indirect or consequential loss or damage of any nature whatsoever howsoever caused.
7.2. The Seller’s liability under clause 6.2 shall be limited to the cost of replacing defective Goods with similar Goods supplied by
the Seller.
7.3. The Seller shall not be liable for any loss, breach or delay due to any cause beyond the Seller’s reasonable control including,
without limitation, act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil
disturbance or requisition, acts, restrictions, regulations, bye- laws, prohibitions or measures of any kind on the part of any
Governmental, Parliamentary or Local Authority, import or exports regulations or embargoes, strikes, lock-outs or other
industrial actions or disputes, difficulty in obtaining materials, labour, fuel, parts or machinery, power failure or break down
in machinery, pandemic or epidemic and in any such case the Seller shall be entitled to suspend performance of the Contract
for so long as the impediment shall last or to treat the Contract as discharged in which event the Buyer shall pay to Seller all
costs incurred by the Seller in relation to the Goods up to and including the date of such discharge and for payment in full for
all Goods previously supplied under the Contract.
7.4. Save to the extent that the Seller is by these Conditions made expressly liable therefor the Buyer shall indemnify and hold
harmless the Seller against any expense, liability, loss claim or proceedings whatsoever arising out of or caused or occurring
in the course of performing the Contract by the Seller and arising out of or caused or occurring in the course of termination
of the Contract.

8. INTELLECTUAL PROPERTY
8.1. All intellectual property that may exist in or relate to the Goods and all associated documentation including, without limitation,
know-how, diagrams, drawings, sketches and plans relating to the Goods supplied hereunder and coming into the possession
of the Buyer, its employee, servant or agent shall remain the property of the Seller. It shall not be used for any purpose other
than that for which such intellectual property was originally supplied, nor transmitted to any third party nor copied without
the express consent in Writing of the Seller.

9. INSOLVENCY OF BUYER
9.1. For the purposes of these Conditions, the Buyer is Insolvent if:
9.1.1. the Buyer enters into an arrangement, compromise or composition in satisfaction of its debts (excluding a scheme of
arrangement as a solvent entity for the purposes of amalgamation or reconstruction); or
9.1.2. the Buyer enters into liquidation (other than a voluntary liquidation for the purpose of reconstruction or amalgamation); or
9.1.3. without a declaration of solvency, the Buyer passes a resolution or makes a determination that it be wound up; or
9.1.4. the Buyer has a receiving order, a winding up order or bankruptcy order made against it; or
9.1.5. the Buyer has appointed to it an administrator or receiver or administrative receiver; or
9.1.6. the Buyer is the subject of any analogous arrangement, event or proceedings in any other jurisdiction; or
9.1.7. (additionally, in the case of a partnership) each partner is subject to an individual arrangement or any other event or
proceedings referred to in clauses 9.1.1 to 9.1.6
9.2. Without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or
suspend any further deliveries under the Contract without liability to the Buyer and immediately to be paid the full Price of
any Goods delivered notwithstanding any previous agreement or arrangement to the contrary if:
9.2.1. the Buyer is Insolvent; or
9.2.2. allows execution to be levied against its goods or any of them; or
9.2.3. an encumbrancer takes possession of, or a receiver is appointed in respect of, any property or assets of the Buyer; or
9.2.4. the Buyer ceases or threatens to cease to carry on business; or
9.2.5. the Seller reasonably apprehends that one of the events mentioned above is about to occur in relation to the Buyer and
notifies the Buyer accordingly; or
9.2.6. the Buyer commits a breach of the Contract or any other obligation to the Seller.

10. GENERAL
10.1. The contract shall be governed by the laws of England. The English courts shall have exclusive jurisdiction over any
dispute or difference between the parties which arises out of or in connection with the Contract.
10.2. No variation in these Conditions shall be binding unless agreed in Writing between the authorised representatives of the
Seller and the Buyer. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a
waiver of any subsequent breach of the same or any other provision.
10.3. Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing
addressed to that other party at its registered office or principal place of business or such other address as may at the
relevant time have been notified pursuant to this provision in Writing to the party giving notice.
10.4. No quotation or estimate provided by the Seller shall constitute an offer by the Seller to supply Goods and every
acceptance of any such quotation or estimate by the Buyer shall be deemed an offer by the Buyer to purchase Goods
from the Seller and will not be binding upon the Seller until the Seller has given written acknowledgement or acceptance
of such order. Drawings, dimensions, weights, etc. submitted by the Seller are approximate and do not form part of the
Contract unless expressly agreed in Writing between the Buyer and the Seller.
10.5. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order submitted by the
Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the
Seller to perform the Contract in accordance with its terms.
10.6. If the Goods are to be manufactured or any processes to be applied to the Goods by the Seller in accordance with the
specification submitted to the Buyer; the Buyer shall indemnify the Seller against all loss, damages, costs and expenses
awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of
any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property right
of any other person which results from the Seller’s use of the Buyer’s specification.
10.7. The Seller reserves the right to make any changes in the specification of the Goods which are required to conform
with any applicable safety or other statutory requirements, or where the Goods are to be supplied to the Seller’s
specification, which do not materially affect their quality or performance.
10.8. No order which has been accepted by the Seller may be varied or cancelled by the Buyer except with the agreement
in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including, without
limitation, loss of profit, costs (including, without limitation, the costs of all labour and materials used), damages,
charges and expenses) incurred by the Seller as a result of cancellation.
10.9. If any provision of these Conditions of Sale is held by any competent authority to be invalid or unenforceable in whole
or in part the validity of the other provisions of these Conditions of Sale and/or the remainder of the provision in
question shall not be affected.
10.10. The Seller reserves the right to assign the benefit and burden of the Contract, or to sub-contract its duties under the
Contract, to a third party.