Terms and Conditions

Heat Trace Ltd Terms & Conditions of Sale (July 2026)

These terms and conditions (T&Cs) are the terms on which we, Heat Trace Limited (company number 01573447), supply electric heat tracing equipment and related products (Products) and supply installation, commissioning, maintenance and electric beam treatment services (Services) to business customers. We do not supply our Products or Services to consumers and you will not benefit from consumer rights legislation. Save where expressly stated otherwise, these T&Cs supersede all other terms and conditions and apply to the exclusion of any terms you may seek to impose or incorporate (including within any purchase order or other document issued to us) or which may be implied by trade, custom, practice, course of dealing or otherwise. You hereby waive all rights you have to rely on the same. In these T&Cs, we refer to the legal entity purchasing, or seeking to purchase, Products and/or Services from us as you or your. We refer to ourselves as HTL, we, us or our. The word “including” shall be deemed followed by the words “without limitation”.

We draw your attention particularly to clause 8.

1.Products and Service

1.1 Details of our Products and Services can be found on our website (heat-trace.com) or by contacting us by email ([email protected]) or telephone (+44 (0)1928 726451). All information provided on our website, over the telephone, in email correspondence and in other marketing and advertising materials is approximate only (including specifications, samples, drawings, illustrations, descriptions, technical details, price lists and particulars of weights, dimensions, performance, functionality, tolerance and capacity) and solely intended to present a general idea of our Products and Services. Whilst every effort is made to ensure the accuracy of such information, we accept no liability whatsoever for any errors or omissions. Save as expressly set out in these T&Cs, such literature shall not form part of any contract with HTL nor have any other contractual force. This is not a sale by sample.

1.2 If you wish to request a quote or place an order, please contact us using the details in clause 1 or write to us at Heat Trace Limited, Mere's Edge, Chester Road, Helsby, Frodsham, Cheshire WA6 0DJ UK. Quotations issued by us do not constitute offers to supply any Products and/or Services and shall only be valid if issued directly to you by us writing and, unless stated otherwise or withdrawn earlier (which may be without notice), shall remain valid for a period of one calendar month from the date of issue (a Valid Quotation).

1.3 Our Products are primarily manufactured by us in the UK, but we do utilise some third party components and also offer for sale a limited number of third party products, which may originate from outside the UK or EU. We make no representations as to the source of origin of manufacture or production. In respect of third party goods, the manufacturer’s description (available upon request) shall be deemed to take precedence over any description issued by us.

1.4 From time to time, we accept orders for bespoke products that are to be manufactured or supplied in accordance with a specification supplied by you or otherwise made-to-order pursuant to your instructions (Bespoke Products). We shall not be liable for any defects arising from any such plans, drawings, designs or specifications supplied by you or on your behalf.

1.5 We reserve the right to make changes to, and to discontinue any, Products and/or Services at any time without notice. We shall use reasonable endeavours to offer you an alternative.

2. Orders

2.1 Each order placed by you (including where based on a Valid Quotation) (Order) constitutes an offer by you to purchase the Products and/or Services identified in your Order in accordance with these T&Cs. Please reference your Quotation number (if any) when placing your Order.

2.2 We reserve the right to reject any Order in our sole discretion. Your Order shall only be deemed accepted by us if we issue a written “Order Acknowledgment” signed by an authorised representative of HTL which specifies that your Order has been accepted, together with the agreed commercial terms or, if earlier, when the Products are delivered to you or the Services performed (in whole or in part). A contract shall then be formed incorporating such Order Acknowledgment and these T&Cs, together with a Valid Quotation and Specification (if any) (a Contract). Any terms specified in the Order Acknowledgment shall take precedence over the remainder of the Contract in the event of a conflict.

2.3 A specification shall only be binding and form part of the Contract if expressly issued by us in writing (or, in the case of Bespoke Products, agreed to by us in writing) at the same time as the Order Acknowledgment (Specification). We reserve the right to amend the Specification and/or make any changes to the scope of the Services from time to time, including after a Contract has been agreed, if required to comply with any applicable laws or regulations or safety requirements and/or where such changes do not materially adversely affect the quality of the applicable Products and/or Services. We shall notify you in advance of any material change. Specifications are assumed to be accepted by you unless immediately returned to us clearly marked with alterations.

2.4 As an informed and skilled business operating in the industry, you are responsible for: (a) ensuring the accuracy and completeness of the terms of each Order and any applicable Specification; (b) ensuring the Products and Services you wish to order are fit for your intended purpose; (c) co-operating with us in relation to the supply of the Products and Services, including by providing us, in a timely manner and at no cost to us, with sufficient information and resources, including (where necessary) clear, safe and suitable access to your site (as determined by us and including for parking), premises, land, equipment, products, materials and personnel and the unrestricted use of connections to your utilities and for ensuring the same are in good working order and suitable for the purposes for which they are to be used and conform to all relevant UK safety standards and such technical specifications as we may require; (d) informing us and our personnel of any health and safety and security requirements that apply at any premises where the Services are to be performed (other than our premises) and for complying with all applicable laws, regulations and good industry practice to allow the Services to be safely performed at such premises (including by obtaining all required licences and permissions); and (e) ensuring that all Products supplied or installed by us are operated at all times in accordance with any applicable operating instructions and all applicable laws and regulations.

2.5 Without limiting any other rights or remedies we may have, we may cancel or suspend a Contract or any part thereof (including any scheduled delivery or instalment) with immediate effect on written notice and without liability if: (a) you breach any term of the Contract and/or delay or fail to promptly provide delivery or other information and/or access pursuant to clause 2.4 and/or you obstruct, interfere with and/or hinder our manufacture, delivery and/or performance of the Contract (a Default) and (if remediable) you fail to remedy such Default within three business days of being notified in writing to do so; (b) any amount due to HTL by you or your affiliated companies (under any contract) is not paid by the due date for payment; (c) you become insolvent, bankrupt or are dissolved; enter into a receivership, administration or liquidation or have a resolution made in connection with your winding up or dissolution; cease or suspend carrying on your business (or any part of it) or payment of your debts (or threaten to do so) or become unable to pay your debts as they fall due; enter into a composition, compromise or arrangement to reschedule or restructure your indebtedness; enter into liquidation; obtain a moratorium; have an administrator, receiver, liquidator or manager appointed over the whole, or a substantial part, of your undertaking or assets; have any creditor or encumbrancer attached or take possession of or have a distress, execution, sequestration or other such process levied or enforced on or sued against the whole or any part of your assets; and/or if any steps are taken in preparation for the same or any equivalent or similar event occurs in any jurisdiction to which you are subject (an Insolvency Event); or (d) your financial position deteriorates so as to reasonably justify the opinion that your ability to give effect to the Contract is in jeopardy. Any provisions which expressly or by implication survive cancellation shall continue in full force and effect.

2.6 Orders and Specifications cannot be cancelled or amended by you once a Contract has been formed, except with our prior written consent. If we agree to any cancellation or amendment (at our sole discretion) and/or the Contract is cancelled or suspended pursuant to clause 2.5, you shall compensate us in full and hereby indemnify and keep us indemnified on demand in respect of all costs, expenses, overheads, claims, liabilities, damages, compensation, demands, fines, losses and/or penalties (including any direct, indirect or consequential losses and all interest and legal and other costs and expenses) of whatsoever nature or kind and whenever arising (Losses) suffered and/or incurred by us and/or awarded against us as a result of or in connection with such cancellation, amendment, termination and/or suspension, including with respect to work-in-progress, materials and labour committed, tooling, re-packing and any delivery or service appointment rescheduling and costs of enforcement of the Contract (including exercise of the rights in clause 5.5). With respect to requests for amendments, we may require the Order to be cancelled and re-submitted and/or charge an administrative fee and handling costs, without prejudice to our right to compensation under this clause for any work that cannot be utilised in the revised Order. We shall be entitled to invoice you for all amounts due under this clause, which shall be payable by you immediately upon receipt.

3. Price and Payment

3.1 The price payable for the Products and/or Services shall be as set out in the Order Acknowledgment or, if no price is stated, the price shall be that set out in the Valid Quotation on which the Order was based, failing which the Price shall be as per our standard list price as at the date of delivery (the Price).

3.2 Unless otherwise expressly stated in our Order Acknowledgment, all Prices and other charges: (a) are net, exclusive of value added tax (VAT) and any other applicable taxes, tariffs, imposts, duties, levies and similar charges (Taxes); (b) exclude any packing, carriage, freight, insurance, delivery and/or shipping charges and costs (Packing and Delivery Costs); and (c) exclude specific requirements stipulated by you and agreed to by us, including additional inspections, testing and certifications, which shall be invoiced to and payable by you in addition at the prevailing rate as at the invoice date.

3.3 Invoices are payable in full, in British pounds sterling, within 30 days of the invoice date, unless stated otherwise in the Order Acknowledgment. These payment terms are subject to an acceptable credit rating as determined by us. We reserve the right to issue our invoice before, on or after delivery of the relevant Products or Services. For Bespoke Products, the full amount shall be invoiced and payable prior to commencement of our manufacture, unless stated otherwise in the Order Acknowledgment. We reserve the right to amend the payment terms at any time on notice to you, including by requiring payment on account and/or requiring interim payments. Payment shall be made to the bank account nominated in writing by us. Time for payment is of the essence.

3.4 All amounts must be paid in full by you without any set-off, counterclaim, deduction or withholding, unless required by law (in which case you shall ensure we receive the full amount invoiced). Payment shall not be delayed by your own inspection arrangements.

3.5 Without limiting any other rights and remedies we may have, where we have the right to, and/or have exercised the right to, cancel a Contract pursuant to clause 2.5, we shall be entitled (in addition to or in lieu of cancellation) to: (a) demand immediate payment of all outstanding amounts owed to HTL by you; (b) suspend all further deliveries and provision of services to you and your affiliates until full payment has been received; (c) reduce or withdraw any payment and credit options, volume discounts, rebates, early settlement discounts or other financial incentives; (d) apportion any payment made by you to any outstanding invoices or part thereof (whether under this Contract or any other), notwithstanding any purported apportionment by you; and/or (e) charge interest (payable by you) on the overdue amount both before and after judgment at the rate of 8% per annum above the Bank of England’s base rate from time to time, accruing on a daily basis from the due date until actual payment of the overdue amount. You shall be liable for all costs and expenses including legal fees, relating to the collection of your late payments and enforcement of the Contract by us.

4. Delivery of Products

4.1 Unless otherwise expressly stated in the Order Acknowledgment, delivery of the Products shall be Ex-Works (EXW, Incoterms 2020) at our premises in the UK, where the Products shall be made available for collection by you or your nominated carrier upon production of a valid Order Acknowledgment. You shall be responsible both for arranging and for the cost of the collection of the Products and all loading and transportation. Alternative delivery options are detailed on our website and subject to additional charge. We accept no liability whatsoever for any loss of or damage to Products in transit or the late or non-delivery of the Products which shall be entirely at your risk.

4.2 Dates and times for delivery and collection shall be estimates only and time shall not be of the essence. We reserve the right to deliver the Products EXW in advance of any agreed delivery date. We shall not be liable whatsoever for any failure or delay in delivering the Products and the same shall not entitle you to rescind a Contract.

4.3 Delivery dates are subject to your provision of sufficient information to enable us to proceed with the Order and are calculated with respect to the date of the Order Acknowledgment. If we agree to an Order amendment pursuant to clause 2.6, we may adjust the delivery dates accordingly.

4.4 The Order Acknowledgment shall include the agreed packing, packaging materials, configuration, labelling and other shipping requirements (the Packing Requirements). Any changes to the Packing Requirements are subject to an additional administration charge, in addition to the actual costs incurred by HTL in complying with the revised Packing Requirements (on a time/materials basis). Any requests to alter the Packing Requirements must be notified to us within five days of the Order Acknowledgment and shall be subject to our prior approval. We may proceed with the original Packing Requirements until revised Packing and Delivery Costs have been agreed in writing.

4.5 All Products are carefully inspected by us prior to delivery. Details of our standard test procedure are available on request. If you require any test certificates or wish to conduct your own inspection, you must provide at least 10 business days’ prior notice and pay our test certificate or other administrative charge in accordance with clause 3. We reserve the right to refuse inspections by personnel who are not sufficiently qualified or competent.

4.6 We reserve the right to deliver the Products (or make them available for collection) in instalments, whereby each delivery shall constitute a separate obligation and may be invoiced and paid for separately. A failure or delay of the delivery of one instalment or complaint in respect of it shall not entitle you to cancel the Contract nor to refuse to accept or pay for any other instalments.

4.7 If you fail to collect the Products (or accept delivery where this has been agreed) on the date advised by us then, except where such failure or delay is caused by our material failure to comply with these T&Cs: (a) delivery of the Products shall be deemed to have been completed at 9am on the scheduled delivery date and the Price and related charges shall be due in accordance with clause 3; (b) we shall store the Products (at our premises or elsewhere at your risk) until collection (or delivery) takes place and charge you for (and you shall pay) all related costs and expenses (including storage, repacking, insurance and demurrage); and (c) you shall indemnify and keep us indemnified on demand from and against all Losses suffered and/or incurred by us and/or awarded against us as a result of such failure to collect or accept delivery of the Products. If the Products have not been re-delivered or collected within 10 business days of the original delivery date, we shall be entitled to resell or otherwise dispose of the Products at our sole discretion.

5. Title and Risk

5.1 Risk in the Products shall pass to you as soon as we make them available for collection at our premises pursuant to clause 4.1 (or in accordance with such alternate Incoterms or other delivery terms set out in the Order Acknowledgment).

5.2 Notwithstanding delivery or collection of the Products, title shall not pass to you until the earlier of: (i) receipt of full payment of the Price and all other sums due to us from you on any account (including all applicable VAT, Taxes, Packing and Delivery Costs, storage and other charges), in which case title shall pass at the time of receipt of full payment; (ii) damage to or use of the Products after risk has passed (such that they are no longer in their original condition); (iii) resale of the Products by you; or (iv) the date notified to you by us in writing. If sub-clause (ii) or (iii) applies, title shall pass at the time specified in clause 5.4.

5.3 Until title passes to you, you must: (a) store those Products separately and identify them as belonging to us; (b) not encumber, charge or grant security over them; (c) maintain them in satisfactory condition and keep them insured against all risks for their full insurance value; (d) notify us immediately if you suffer an Insolvency Event; (e) provide such information relating to those Products as we may require from time to time; (e) at our request, deliver up such Products in your possession; and (f) permit and grant us and our representatives an irrevocable licence to enter any premises where such Products are stored (at any time and without notice) to inspect and/or repossess the same.

5.4 Subject to clause 5.5, you may use or sell the Products in the ordinary course of business before title passes; however, if you damage, use or sell the Products: (i) you shall act as principal and not as our agent; and (ii) title shall pass to you immediately before such damage, use or sale.

5.5 Until title passes to you, where we have the right to cancel a Contract pursuant to clause 2.5, without limiting any other rights and remedies we may have, your right to use or sell such Products in the ordinary course of business shall cease immediately and we may: (i) require you to deliver up those Products to us; and (ii) enter any premises where such Products are stored and recover them.

6. Product warranty and tolerances

6.1 HTL warrants that, upon delivery and for 24 months thereafter (or 18 months from the date of installation, if earlier) (or such other period specified in the Order Acknowledgment) (the Warranty Period), the Products shall be free from material defects in workmanship, materials and design, shall conform with the description on the Order Acknowledgment (or, if there is no Order Acknowledgment, on the Valid Quotation or Specification) in all material respects (subject to clause 1.1) and be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

6.2 Subject to clause 8.1, HTL shall repair or replace (at its discretion) any defective Products (or part thereof) which do not comply with the Warranty in clause 6.1 on delivery or during the applicable Warranty Period, provided: (a) you notify us of the alleged defect or other non-compliance in writing in accordance with clause 6.3; (b) you allow us to inspect the Products and their storage conditions; and (c) if requested by us, you promptly return the Products to us. If the Products cannot be repaired or replaced, HTL shall offer a credit against your trade account of the pro-rata portion of the Price paid for the missing or defective Products (or at our option refund such amount). Subject to clause 8.4, this shall be your sole and exclusive remedy in respect of the supply of any defective Products and any failed, delayed, missing or incomplete deliveries and/or instalments.

6.3 You must notify HTL in writing within three business days of delivery or collection of any non-conformance with the warranty at clause 6.1 (including where the Products do not arrive or are not available on the scheduled date as expected). Otherwise, you shall be deemed to have unconditionally accepted the Products which are conclusively presumed to be in accordance with the Contract in all respects and free from any shortages and defects (other than latent defects). For latent defects not apparent on visible inspection, you must notify us within three business days of becoming aware of such a defect and such notice must be received by us within the applicable Warranty Period. We do not accept returns of non-faulty Products.

6.4 We reserve the right to deliver within ±10% of the cable lengths ordered and to invoice pro-rata accordingly, unless we have expressly agreed in the Order Acknowledgment to supply exact cable lengths. Exact length and minimum length requirements are subject to a cutting charge. All cables are supplied in the longest available lengths selected at random to total the ordered quantity (within a ±10% tolerance). Where available, stock lengths may be offered as an alternative to cutting. Acceptance of stock lengths may still result in a total supply variance of up to ±10%. Measuring equipment is subject to a tolerance of ±1% and no refund or replacement shall be offered for cable lengths within this tolerance as specified on the invoice or delivery note.

7. Supply of Services

7.1 Where we have agreed to supply Services, we shall supply such Services at our premises or at such location in the UK specified in the Order Acknowledgment using reasonable care and skill.

7.2 We shall use reasonable endeavours to meet any performance dates for the Services specified in the Order Acknowledgment, but such dates shall be estimates only and time for performance shall not be of the essence. We shall not be liable whatsoever for any failure or delay in supplying the Services (or any part thereof) and the same shall not entitle you to rescind a Contract.

7.3 We do not offer professional technical or consultancy advice and the same shall not form part of our Services. Any such advice, assistance and/or recommendations obtained from us and/or our personnel (including with respect to the storage, application, use or performance of our products) are provided “as is”, with no assurances whatsoever as to the suitability, accuracy or completeness of the same. We accept no liability whatsoever in respect of any reliance on, nor from our failure to provide, any such advice, assistance or recommendations nor for any Losses resulting therefrom and any reliance is entirely at your risk. We further accept no liability whatsoever in respect of defective calibrations, programming, certifications, reports, analysis or for any losses resulting therefrom.

7.4 Where you have ordered electron beam services (EBS), you: (a) shall deliver the goods you require processing (your Property) to us at our premises (or such other location as we direct) at your sole cost and risk; (b) shall keep the Property insured at all times; (c) warrant, represent and undertake that your Property is suitable for the EBS requested and that all matters which may affect such suitability have been made known to us in writing prior to delivery of the Property to us; (d) acknowledge and agree that we may decline to carry out the EBS processing if, in our sole opinion, such processing would breach any applicable laws or regulations and/or be likely to prejudice the health and safety of any individuals or cause an environmental hazard; and (e) collect your Property from our premises (or such other location as we direct) promptly upon request, failing which we shall be entitled to exercise the rights set out in clause 4.7.

7.5 If we accidentally damage your Property whilst in our possession, we shall pay to remedy the damage or replace the Property, but we shall not be liable for any: (a) unavoidable damage caused whilst performing the EBS processing (which is undertaken at your risk); (b) damage that occurs after we have notified you to collect your Property or where we have not agreed to accept the Property for EBS; (c) pre-existing faults or damage to your Property that we discover whilst providing the EBS; (d) damage caused by a Force Majeure Event as defined in clause 8.8; nor (e) cleaning or post-processing treatment. Our liability under this clause shall be limited in accordance with clause 8.9.

7.6 If any Services are not provided with reasonable care and skill, we shall either, at our sole option and subject to clause 8.1: (a) re-perform the Services with reasonable care and skill; or (b) offer a credit against your trade account of the pro-rata portion of the Price paid for the defective Services (or at our option refund such amount). Subject to clauses 7.5 and 8.4, this shall be your sole and exclusive remedy in respect of any defective performance of the Services and any delays.

7.7 You must notify us of any defects in writing within three business days of performance of the Services and allow us to inspect the relevant deliverables, installation and worksite. Otherwise, you shall be deemed to have unconditionally accepted the Services which are conclusively presumed to be in accordance with the Contract in all respects and free from any defects.

7.8 You hereby indemnify and shall keep us and our personnel and affiliates indemnified on demand from and against all Losses suffered and/or incurred by and/or awarded against us, our officers, personnel and/or affiliates arising out of or in connection with: (a) any death or personal injury to our personnel whilst attending your premises (or third party premises at your direction) in connection with the provision of Services and/or delivery of the Products; and/or (b) any breach of clause 7.4 by you (including Losses relating to any death or personal injury suffered as a result).

8. Liability

8.1 We shall not be liable under clauses 6.1 and/or 7.1 for any missing, incomplete and/or defective Products or Services if: (a) the issue has arisen (directly or indirectly) as a result of your Default; (b) you make any further use of the Products after noticing a defect; (c) a defect has arisen because you or your personnel or third party contractors failed to follow our written or verbal instructions as to the storage, installation, use and/or maintenance of the Products or (if there are no such instructions) best trade practice; (d) a defect has arisen because you or your personnel or third party contractors were not competent and/or qualified and/or did not install, store, maintain and/or use the Products in a manner that would have been expected from a competent contractor; (e) the defect has arisen due to us following your specifications, designs, drawings and/or instructions or your Packing Requirements or due to your failure to approve the cost of your amended Packing Requirements in advance of delivery; (f) you have (or a third party has) altered or repaired the Products and/or tampered with their installation without our prior written consent; (g) the defect has arisen as a result of fair wear and tear, carelessness, improper treatment, inadequate lubrication, improper adjustment, wilful or accidental damage, negligence or neglect or abnormal storage or working conditions; (h) such liability is excluded pursuant to clause 7.3; (i) a defect has arisen because you have (or a third party has) integrated or installed the Products within another product and/or added or incorporated additional items onto or within the Products or otherwise due to the performance of third party services; (j) the Products differ from their description as a result of changes made to ensure they comply with applicable law and/or the manufacturer’s instructions; (k) the cable lengths delivered and/or invoiced are within the tolerances specified in clause 6.4; (l) our personnel have been unable to safely access the site where you require the Services to be performed or Products delivered or to inspect alleged defects, legal parking is not available and/or the safety of our personnel has been compromised in any way or we deem the site to be unsafe (including where you (or the operator of the site) have failed to comply with your obligations under applicable laws, including the Health and Safety at Work etc Act 1974 and/or the Construction (Design and Management) Regulations 2015 (as amended) or any successor or similar legislation); (m) you have failed to notify us in writing of the alleged defect or non-conformance within three days of delivery or performance or discovery of a latent defect; (n) you have failed to promptly allow us or our representatives to enter the premises or work area where the Products are installed or stored or where the Services were performed in order to examine and inspect the alleged defects, work area, installation and/or storage conditions and/or in order to re-perform the Services and/or you have failed to provide such supporting evidence or information requested (including competency records and any other record or testing documentation held by you and/or issued by a contractor); (o) you have failed to promptly return the Products to us or allowed them to be collected; and/or (p) you have signed (or a third party has signed on your behalf) a delivery note, receipt or other document to accept delivery of the Products or to confirm performance and acceptance of the Services and have not made a written note of the issue or defect on such document (save for latent defects not apparent upon inspection).

8.2 Clauses 6 and 7 also apply to replacement Products and Services, but the original Warranty Period shall not be extended due to any replacement.

8.3 You shall maintain for the duration of the Contract such insurance cover as is reasonably required to cover your potential liability to HTL under the indemnities in these T&Cs.

8.4 Nothing in these T&Cs limits or excludes any liability which cannot be limited or excluded by law

8.5 Save as set out in clauses 6 and 7 or as expressly set out in the Order Acknowledgment, HTL offers no warranty, representation, guarantee, term or condition whatsoever as to the condition or quality of the Products and/or Services, fitness for purpose, correspondence with descriptions or samples, life or wear or otherwise, whether express or implied and whether on the basis of common law, statute (including the Sale of Goods Act 1979), trade customs, usage, conduct or otherwise and the same are all hereby expressly waived and excluded to the fullest extent permitted by law.

8.6 Clauses 6 and 7 set out your sole and exclusive remedies in respect of all claims arising out of or in connection with a Contract, whether in contract, tort (including negligence and breach of statutory duty), misrepresentation, restitution or otherwise and, subject to clause 8.4, HTL shall have no further liability to you whatsoever, to the fullest extent permitted by law, for any defects or failure to correspond to a specification or sample or delivery delays or shortages or for any injury, damage or Losses resulting therefrom (including property damage and personal injury claims) nor for any other failure to comply with the terms of the Contract.

8.7 If we are unable to deliver any Products and/or perform any Services on the scheduled day/time due to your Default, you shall remain obliged to pay the Price and other sums due in full in accordance with the Contract (without any discounts, deductions or refunds) and we shall be entitled to rely on any such Default to suspend performance of our own obligations under the Contract without liability to you until such Default has been resolved to our reasonable satisfaction or to cancel the Contract in accordance with clause 2.5. We shall be entitled to increase the Price to reflect any increase in the cost of supplying the Products and/or Services that is due to a Default.

8.8 We shall not be in breach of a Contract or otherwise liable for any delay in performing or failure to perform any of our obligations due to any event beyond our reasonable control, including interruption or failure of a utility service or transport network (including international shipping routes); act of God, flood, drought, earthquake, storm or other adverse weather conditions or natural disaster; epidemic or pandemic; war or armed conflict, terrorist attack, riot or civil unrest; nuclear, chemical or biological contamination; sonic boom; malicious damage; governmental action or intervention, including a lockdown or import/export restrictions; Royal demise; change in or compliance with applicable law; breakdown of plant, machinery, computers or means of transportation; collapse of buildings, fire, explosion or accident; restrictions on energy supply; labour or trade disputes, strikes, industrial action or lockout; non-granted permission; and/or non-performance by suppliers or subcontractors (a Force Majeure Event). If a Force Majeure Event affects our ability to perform any of our obligations, we shall be entitled to cancel or suspend the Contract or to delay delivery or to adjust the Price of the Products and/or Services and/or to reduce the quantity of Products delivered without incurring any liability for any loss or damage resulting therefrom (save that in the event of cancellation, any amount paid by you in advance for Products or Services not supplied shall be refunded, less any costs and expenses incurred by us in fulfilling the Contract up until the date of the relevant Force Majeure Event). You may cancel a Contract if we are prevented from supplying the relevant Products and/or Services in accordance with the terms of the Contract for at least 60 days due to a Force Majeure Event.

8.9 Subject to clause 8.4: (a) under no circumstances whatsoever shall we be liable whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether negligent or innocent), restitution or otherwise, for any loss of profit, loss of production, loss of reputation or goodwill, loss or corruption of data, loss of business or loss of opportunity, pure economic loss nor for any indirect or consequential loss, incidental, special or punitive damages arising under or in connection with the Contract; and (b) our total liability in aggregate for all claims arising out of or in connection with a Contract, whether in contract, tort (including negligence and breach of statutory duty), misrepresentation, restitution or otherwise shall be limited to the Price paid under that Contract.

9. Confidentiality and Intellectual Property Rights

9.1 You shall keep all information which you have obtained from us in connection with the Contract confidential (including the Price, any drawings and specifications and all other commercial terms) and shall not disclose the same to any third party nor use such information otherwise than for the purpose of performing and receiving the benefit of the Contract. This confidentiality obligation shall not apply to information that: (i) is required to be disclosed by law, court order or any governmental or regulatory authority; or (ii) is or becomes generally available to the public other than through your act or omission. If requested, you shall execute a separate non-disclosure agreement with HTL.

9.2 All intellectual property subsisting in and/or relating to the Products, Services, Specifications (save only for Bespoke Products where the Specification has been designed by you), our drawings and designs and/or in our business generally shall be owned exclusively by us. Any use of our intellectual property is strictly subject to our prior written permission.

9.3 You are not permitted to in any way deface, obscure or remove any badge, logo, trade mark or sign affixed to any Products, nor cause or permit any other badge, logo, trade mark or sign to be attached to any Products without our prior written consent.

9.4 You warrant that the manufacture, supply and/or sale by us of Bespoke Products and the possession of any Bespoke Products and/or your Property for the purpose of providing the Services shall not infringe any third party intellectual property rights. You hereby indemnify and shall keep us and our affiliates and suppliers indemnified on demand from and against all Losses suffered and/or incurred by and/or awarded against us, our affiliates and/or suppliers as a result of any actual or alleged infringement of third party intellectual property or other proprietary rights as a result of any such manufacture, supply and/or sale of Bespoke Products and/or the adaptation to existing Products and/or the provision of any Services supplied according to your express instructions or specification. If any claim is brought, threatened or suspected, we shall be entitled to suspend further supply of all Products and/or Services to you and/or to cancel this Contract and any other contracts with you.

10. Compliance

10.1 You acknowledge and agree that we may conduct credit checks on you and/or your personnel (including to determine your payment options, to comply with applicable anti-money laundering legislation and/or to assess whether we have the right to exercise our rights pursuant to clauses 2.5 and/or 3.5). All data processing shall be conducted in accordance with our privacy notice available here www.heat-trace.com/privacy-policy and applicable laws.

10.2 You undertake to: (a) comply with all applicable laws and regulations relating to anti-bribery and anti-corruption, including the UK Bribery Act 2010 (Relevant Requirements); (b) maintain in place for the duration of the Contract your own policies and procedures to ensure compliance with the Relevant Requirements and enforce them where appropriate; (c) promptly report to HTL any request or demand for any undue financial or other advantage of any kind that you receive in connection with the Contract; and (d) immediately notify HTL if at any time a foreign public official is an officer or employee of your organisation or has a direct or indirect interest in it.

10.3 You hereby warrant that you shall not sell, export or re-export, directly or indirectly, to Russia or Belarus or for use in Russia or Belarus, any Products provided by HTL under or in connection with a Contract that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014 (as amended) and/or the Russia (Sanctions) (EU Exit) Regulations 2019 and/or any other subsequent legislation applicable in the UK and/or EU. You agree to take all measures necessary to prevent any of your business partners, resellers and customers from doing the same. Any breach of this clause shall constitute a material Default and we shall be entitled to seek appropriate remedies, including the rights to suspend and/or cancel all contracts with you.

10.4 You hereby indemnify and shall keep us and our affiliates indemnified on demand from and against all Losses suffered, incurred by and/or awarded against us and/or our affiliates as a result of or in connection with any breach of this clause 10 and/or of the legislation referred to in clause 10 by you and/or any third party to whom you supply, sell or transfer the Products or benefit of the Services.

11. General

11.1 If any provision or part-provision of a Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any such modification shall not affect the validity and enforceability of the rest of the Contract.

11.2 No failure or delay to exercise (or to exercise in full) any right or remedy shall constitute a waiver or abandonment of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

11.3 We may at any time assign, transfer, subcontract or otherwise deal with all or any of our rights or obligations under a Contract. You shall not be entitled to do so without our prior written consent.

11.4 These T&Cs do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.

11.5 Nothing in the Contract is intended to, or shall be deemed to, establish or imply any joint venture or partnership between the parties, constitute one party the agent of the other party or authorise one party to make or enter into any commitments for or on behalf of the other party.

11.6 A variation to any Contract shall only be binding if contained in writing and signed by a director of HTL or other authorised representative. The terms of the Contract constitute the entire agreement of the parties and supersede all other terms, conditions, warranties and representations, whether the same are contained within or made prior to or subsequent to your Order, which are hereby excluded to the fullest extent permitted by law.

11.7 The Contract and any dispute or claim (including disputes or claims relating to non-contractual obligations) arising out of or in connection with it, its subject matter or formation shall be governed by English law and the courts of England and Wales shall have exclusive jurisdiction over the same. Notwithstanding the foregoing, nothing in these T&Cs shall prevent HTL from taking court proceedings or bringing claims in any jurisdiction in which you are established and/or have assets.

July 2026