Terms and Conditions

Heat Trace Ltd Terms & Conditions of Sale (April 2024)


1.1 Prices and charges quoted are subject to the addition of VAT at the rate ruling at the date of the invoice.

1.2 Quotations are only binding if in writing and shall remain valid for a period of 1 calendar month but no longer unless expressly agreed in writing.

1.3 No quotation issued by Heat Trace Ltd [HTL] is to be treated as an offer and any quotation may be withdrawn without notice. If an order is placed based on a quotation, such order will be treated as an offer subject to these conditions and shall not be binding upon HTL unless accepted by HTL in writing.

1.4 Unless otherwise agreed in writing quoted prices are subject to adjustment to conform with HTL ’s list price ruling at the date of delivery or to reflect increases in pay or cost of materials or transport between the date of order and the additional costs shall be borne by the Buyer.

1.5 All prices quoted by HTL are “ex-works”.

1.6 you will be responsible both for arranging and for the cost of the collection of the goods and their loading and transportation.

1.7 If any goods are despatched or delivered by HTL an additional charge for transport for delivery may be made.

1.8 Unless otherwise stated in our quotation or order acknowledgement, all prices are net, unpacked ex-works and any packing, carriage, freight, insurance and/or shipping charges will be payable in addition to the quoted acknowledged price.

1.9 Unless otherwise stated in our quotation in the case of imported goods to be paid for in currency other than Sterling, the price quoted is based upon the rate of exchange ruling for the relevant currency at the date of our quotation. Any variation between that rate and the rate at the time of payment by you may be charged or credited.

2. Order Acknowledgement and Applicable Terms

2.1 The contract will be conditional upon our sending to you a written acknowledgement of your order. Until then we will be under no obligation to perform any part of the contract and will have no obligations or liabilities to you whatsoever.

2.2 The effect of sending our order acknowledgement is to override and exclude any terms or conditions contained in your purchase order, confirmation of order or otherwise, and to apply these terms to the contract.

2.3 Your acceptance of delivery of the goods, or any part of them, or of the performance by us of any of our obligations under the contract, will be conclusive evidence of your acceptance of these terms and conditions.

3. Cancellation

No orders may be cancelled in whole or part by the Buyer unless compensation payments covering all associated costs are made to HTL. Should the Buyer alter the specification after the order has been received and prior to the goods being dispatched then HTL shall be entitled to claim for additional costs and possible extension of delivery dates. HTL may alternatively reject the order or requote the order but in the event can charge for any work done which cannot be utilised in the amended order.

4. Specifications

Drawings specifications and weights and dimensions in catalogues or advertisements describe HTL products at the time of printing of the relevant publications. HTL reserve the right to change any specifications without notice and will use reasonable endeavours to offer an item as near as possible to the equivalent item previously offered.

5. Technical Drawings

Drawings and specifications are confidential and must not be revealed to any third party without HTL’s prior agreement in writing. Drawings and specifications submitted by HTL are assumed to be accepted unless such drawings and specifications are returned clearly marked with alterations. Copyright in all drawings designs and specifications prepared by HTL rests in HTL and may not be used by the Buyer other than for the purpose of the contract without prior written consent of HTL.

6. Inspection & Test

Goods are carefully inspected, and details of the standard test procedure are available on request.

7. Technical Assistance Reccomendations

HTL at the request of the Buyer may, but without any obligations to do so furnish technical advice or assistance or recommendations on the express condition that any such advice or assistance or recommendation is given and accepted at the Buyers risk and HTL shall not be liable for any loss, damage, costs or claims arising there from.

8. Heating Cable Lengths

8.1 We reserve the right to supply cable to a total length + or - 10% of the ordered quantity and to invoice pro-rata unless you state in writing, at the time of ordering, that exact quantities must be supplied.

8.2 All cables are supplied in the longest available lengths selected at random to total the ordered quantity + or - 10%.

8.3 We reserve the right to supply a minimum length equalling one third of the Maximum Recommended Circuit Lengths listed on our HPDS Heater Product Data Sheets for the ordered heating tape. Shorter lengths may be purchased by ordering such lengths when required. Any lengths shorter than one third of the Maximum Recommended Circuit Lengths may be offered to the customer at any point during the execution of the order.

8.4 Where cable is required to be supplied in specified minimum lengths (e.g. 100m) a premium charge may be made.

9. Customers Property

All property supplied to us by or on your behalf shall while it is in our possession or in transit to or from you be at your or the owner’s risk and insured by you or the owner.

10. Delivery

10.1 HTL will use reasonable endeavours to meet delivery dates quoted, promised or requested but shall not be liable to make good any loss or damage whatsoever arising (whether directly or indirectly) out of delay in delivery and failure to deliver on the agreed date will not entitle the Buyer to rescind the contract. Delivery dates quoted are from the date of HTL ’s receipt and acceptance of the Buyer’s order subject to the provision by the Buyer of sufficient information to enable HTL to proceed with the order. Where goods are supplied in instalments the failure to deliver any instalment or part of an instalment on the quoted delivery dates shall not entitle the Buyer to rescind the entire contract.

10.2 If delivery of any goods or the commencement or performance of any work is delayed or suspended because of any act or omission on your part, we will be entitled to charge you for any losses or expenses incurred, for any additional work, materials or services required to be provided, and for any increases in the cost of goods, equipment, labour and/or materials.

10.3 We may elect to deliver goods by instalments and, if we do, may invoice and require payment for each separate instalment, which shall be treated as a separate contract on these terms and conditions. Non-delivery or delay in delivery of any one instalment will not entitle you to terminate this contract or to refuse to accept or pay for any other instalment(s), nor will any complaint in relation to any one instalment.

10.4 Where we are to provide services we may do so in such manner, at such times, in such sequence and by such means and methods as we determine.

11. Late Shipment/Collection

Where goods are available for inspection/shipping and the appropriate notice of availability has been given by HTL then if a delay occurs in inspecting/shipping through no fault of HTL then HTL reserves the right to invoice the customer for the full value of the goods plus any shipment costs. Once HTL has invoiced for the goods then the customer will be responsible for insuring the goods. For goods held/stored at HTL storage see point 16. Storage.

12. Non-delivery or Loss or Damage in Transit

Where we have agreed to deliver goods to you or to a person specified by you:

12.1 Carriers’ receipts should be signed and examined and in the event of damage or shortage notification must be sent within five days of receipt of the goods to both the carrier and HTL and the packing and contents should be retained for inspection by the carrier. Goods consigned by parcel post are subject to the regulations of the postal authorities.

12.2 Where any such complaint is validly made, our liability will be limited to (at our election) replacement of the part of the consignment lost or damaged and delivering it to you, or a refund of or credit for the part of the price of the original goods attributable to whatever has been lost or damaged.

13. Complaints After Delivery

13.1 It is your responsibility to carry out as soon as practicable after delivery all prudent inspections, checks and tests of any goods we supply.

13.2 You must give us written notice of any complaint concerning the condition or quantity of any goods supplied as soon as possible and in any event within 5 working days after the date of their delivery, after which time they will be deemed to have been accepted and free from any defect which would have been apparent on a reasonable inspection.

13.3 Any complaint concerning the quality of any goods supplied not apparent on reasonable inspection must be notified to us in writing within 12 months of the date of their delivery, after which time they will be deemed to have been free from any defect.

14. Payment

Unless otherwise stated in the relevant quotation or acknowledgement of order, payment shall become due 30 days after date of invoice. If the Buyer disputes invoice pricing, he must record his dispute in writing to HTL within 14 days of receipt of the relevant invoice. Payment shall not be delayed by Buyers own inspection arrangements and where goods are delivered in instalments payment for one instalment is not to be withheld by reason of any query on any other instalment. Interest shall be payable on all overdue sums at the rate of 6.5% per month or part thereof. The Buyer must pay, by the relevant due date(s) all amounts not in dispute (disputes having been advised within the prescribed time limits). Non-payment of the undisputed balance of an invoice is not acceptable and will be treated as any other overdue debt.

15. Payment on Account/Interim Terms

15.1 We may request payment of a sum on account of the contract price and in such a case until payment of that sum we will have no obligation to perform the contract.

15.2 We may at any stage request in writing an interim payment or interim payments on account of the contract price. If you fail to make any such payment within the time specified by us, we may elect to treat the contract as having been terminated by you.

16. Storage

If the Buyer does not notify HTL of forwarding instructions of fails to collect the goods having been given 14 days’ notice that the goods are ready for dispatch then HTL shall be entitled to arrange storage of the goods at its works or elsewhere on behalf of or at the risk of the Buyer and all charges for storage, insurance and/or demurrage shall be payable by the buyer accordingly.

17. Force Majeure

If HTL is prevented directly or indirectly from making delivery of the goods or any part thereof by reason of act of God, war, Civil commotion, strike, lockout, industrial dispute, fire, explosion, breakdown, failure or sources of supply of raw materials, shortages or delays in obtaining fuel supplies, interruption of transport, government action or any other cause whatsoever outside HTL ’s control, HTL shall be under no liability whatsoever to the Buyer.

18. Performance

All goods are supplied on the express condition that the Buyer satisfies itself by testing and/or specialists’ advice or carrying out appropriate research or testing that the goods possess all the appropriate qualities required by the Buyer and are free from substances or effects which will be detrimental to the Buyer’s requirements.

19. Title

19.1 On delivery of the goods to the Buyer or carrier, whichever is the earliest the risk shall pass to the Buyer.

19.2 The title to the goods shall remain vested in HTL and shall not pass to the Buyer until HTL has received payment in full of the purchase price and any related fees, costs, duties, levies, taxes and interest.

19.3 So long as the title to the goods remain vested in HTL, then HTL shall be at liberty at any time to retake possession thereof and for that purpose to enter upon any premises of the Buyer.

19.4 Notwithstanding that the property has not passed to the Buyer, the Buyer shall be at liberty to resell the goods but any such resale shall be deemed to be for the account of HTL and any proceeds thereof whether received from a sub-buyer or from any assignee of the debt due from a sub-buyer, shall be held by the Buyer on behalf of HTL until such time as the purchase price has been received in full by HTL and the Buyer shall store the goods separately from its own goods and in such a fashion as to be readily identifiable as HTL ’s property.

19.5 If prior to the passing of property therein the Buyer shall process the goods or mix them with other goods, ownership of the processed or mixed goods shall forthwith vest in HTL and shall remain so vested until such time as the purchase price is received in full by HTL.

20. Warranties & Liabilities

20.1 Except as provided in this clause all guarantees, warranties, conditions and terms relating to the condition, quality or fitness for purpose of the goods, whether implied by common law, statute, custom, usage or otherwise, are excluded from this contract.

20.2 Except as provided in this clause we shall have no liability for or resulting from any loss or damage, whether indirect, economic, consequential or of any other kind whatsoever as a result of any alleged breach of this contract, and you will always insure fully against all and any such loss or damage.

20.3 Where we supply goods that we have not manufactured, we will make all reasonable efforts to obtain for you the benefit of any guarantee given by the manufacturer.

20.4 Subject to the following sub-clauses and clause 21.1.13 we guarantee that if, within 24 months of their despatch or 18 months from the installation date whichever is sooner, any goods manufactured by us are proved to have been wholly or partly defective in construction, workmanship or materials when delivered we will, at our election:

A). either replace or repair the defective goods or part(s) free of charge and where we delivered the original goods to you at our expense, deliver the replacement or repaired goods or parts to you at our expense; or

B). repay or give credit to you for the price or part of the price paid for the goods or part(s) in question.

20.5 We shall have no liability to repair or replace any goods or part(s) of goods found to be defective because of misuse, neglect, incorrect storage or handling, fair wear and tear, or because alterations, modifications or repairs have been carried out by others.

20.6 In no circumstances shall the aggregate of our liabilities to you arising out of this contract exceed the amount paid by you to us for the goods and/or services provided under it.

20.7 We shall have no liability, duty or obligation to you other than as stated in these terms of contract and shall not be liable to you, your employees or your agents for any allegedly negligent or other act, omission, statement or representation concerning or connected with the goods or services provided pursuant to or our performance of this contract.

20.8 You acknowledge that you do not rely on our skill or judgement in determining whether any goods supplied are fit for any particular purpose.

21. Intellectual Property

21.1 All copyrights, design rights and intellectual property rights of any kind whatsoever in respect of any object or thing created or made by us for the purposes of or in connection with this contract will remain our property.

21.2 Where goods are supplied with our badge attached, you will not in any way deface, obliterate or remove that badge, nor cause or permit any other badge to be attached to the goods without our prior consent in writing.

22. Customers Design or Specification

Where goods are made or adapted by us to or in accordance with your design, specification or requirements, you will indemnify us fully in respect of any injury, loss, expense, or damage caused to any third party for which we may be held liable as a result of our having carried out your requirement(s).

23. Customers Other Obligations

23.1 You will:

23.1.1 ensure that a clear, suitable and readily accessible site is available and ready for the installation of equipment.

23.1.2 permit us (and our employees or agents) to enter your land or premises and, where alternative routes or means of access are available, to make use of the route or means of access which we consider to be the most practicable for the proper performance of the work.

23.1.3 ensure that you or your authorised representative are or is present at the required place and time to take delivery of any goods to be delivered by us under this contract, and that you or your representative signs a delivery note when requested to do so.

23.1.4 upon delivery or completion of the contract programme sign, either personally or by an authorised representative, a note confirming satisfactory delivery or completion (as the case may be) and where appropriate pay the balance of all monies then due under the contract.

23.1.5 at your own expense provide satisfactory sources and unrestricted use of electricity, gas and water during the continuance of the work.

23.1.6 on request, provide us with evidence of insurance cover of the type(s) and amount(s) specified by us;

23.1.7 comply with any applicable statutory or other regulations, byelaws or requirements, and obtain any licences or permissions, which may be necessary for the performance of the work and/or likely to affect the health and/or safety of our employees or agents.

23.1.8 ensure that all internal and external structures on or over which our employees or agents must work or pass, and all electrical, gas, water and other systems are in safe and sound condition.

23.1.9 promptly provide all materials and instructions we require in order to perform the contract.

23.1.10 ensure that all goods or equipment supplied or installed by us is or are operated at all times in accordance with any applicable operating instructions and all applicable laws and regulations, and that all necessary safety equipment, permissions and/or consents are obtained.

23.1.11 indemnify us in respect of any loss, expense, damage, penalty or legal liability suffered by us [or any servant or agent of ours] as a result of anything done by us on your instructions or at your request.

23.1.12 request a reasonable time before delivery any test certificates that may be required and pay our reasonable charges for supplying the same.

23.1.13 if you contend that any goods supplied by us are defective or damaged or otherwise not in accordance with the contract, allow us the opportunity to inspect the goods in question as soon as is practicable and permit us to carry out any repair or replacement work for which we are liable under this contract.

23.2 We may decline to carry out your instructions if, in our opinion, compliance would involve a contravention of the law or be likely to prejudice the health and/or safety of any of our employees or agents.

23.3 Where for the purposes of this contract (whether at our request or not) you provide or procure the provision by a third person of any sample of material to enable us to determine how to produce or design goods, or provide services, you warrant that the sample supplied conforms exactly to your requirements.

23.4 The customer warrants that it shall not sell, export or re-export, directly or indirectly, to Russia or for use in Russia, any Products provided by Heat Trace Ltd under or in connection with this Agreement that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014 (as amended) or any other subsequent Council Regulation. The customer also agrees to take the measures necessary to prevent any of its business partners or customers from doing the same. In the event of a breach of this obligation, Heat Trace Ltd shall be entitled to claim compensation for any loss or damage suffered as a result of such violation and has the full right to suspend and/or terminate this Agreement (including any orders placed under this Agreement).

24. Termination

24.1 In addition to any other specific rights we may have under this contract or the law either to terminate it or treat it as having been terminated, we may so treat it if you commit any substantial breach of the contract, become bankrupt or are dissolved, or (if you are a corporate body) you go into liquidation, administration or receivership or make an arrangement or composition with your creditors, or have any Judgment entered against you or have distress or execution levied against your goods.

24.2 Where this contract is terminated, or we are entitling to treat it as having been terminated. we will not be obliged to perform the remainder of this contract or any other contract with you.

24.2.2 we will be entitled to immediate payment of the total outstanding in respect of all invoices rendered to you.

24.2.3 we will be entitled to render an invoice to you for immediate payment in respect of any goods, materials, work or services supplied or performed under the contract and any other contract with you.

25. Insolvency

This clause applies if:

1) The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction), or

2) An encumbrancer takes possession, or a receiver is appointed, of any of the property or the assets of the

Buyer, or

3) The Buyer ceases, or threatens to cease, to carry on business; or

4) HTL reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly. This clause applies then without prejudice to any other right or remedy available to HTL. HTL shall be entitled to rescind the contract or suspend any further deliveries under the contract without any liability to the Buyer, and if the goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary and the goods shall remain the property of HTL until such time as monies due from the Buyer have been paid in full.

26. Third Party Rights

Where goods are supplied to the Buyer’s drawings, design or specification the Buyer warrants that the manufacture supply or sale by HTL will not infringe any Patent or Registered Design or Copyright and shall indemnity HTL against all liability for any infringement and against all actions, proceedings, claims, costs, demands and expenses in relation thereto or any other intellectual property right.

27. Proper Law

These conditions and all contracts to which they apply shall in all respects be governed by and construed in accordance with the Laws of England and shall be subject to the jurisdiction of the English Courts.